Company Registration Number 07741283 (England and Wales)
COMPTOIR GROUP PLC
ANNUAL REPORT
FOR THE PERIOD ENDED 29 DECEMBER 2024
Company information
Directors
A Kitous
C Hanna
J Fisher
R Kleiner
Creative Director and Founder
Chief Executive
Finance Director
Non-Executive Chair
Secretary
J Fisher
Company number
07741283
Registered office and
business address
6th Floor
Winchester House
259-269 Old Marylebone Road
London
NW1 5RA
Nominated Advisor and
Broker
Cavendish Capital Markets Ltd
One Bartholomew Close
London
EC1A 7BL
Auditors
UHY Hacker Young LLP
Quadrant House
4 Thomas More Square
London
E1W 1YW
Solicitors
Howard Kennedy LLP
No.1 London Bridge
London
SE1 9BG
Registrars
Link Asset Services
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
Comptoir Group PLC
Annual Report 2024
1
Contents
Chair’s statement
2
Chief Executive’s review
4
2024 Financial Highlights – FD Review
6
Strategic Report
9
Statement of Corporate Governance
20
Report of the directors
22
Statement of directors’ responsibilities
26
Independent auditors’ report
27
Consolidated statement of comprehensive income
36
Consolidated balance sheet
37
Consolidated statement of changes in equity
37
Consolidated statement of cash flows
39
Principal accounting policies for the consolidated financial statements
40
Notes to the consolidated financial statements
51
Parent Company accounts (under UK GAAP)
77
Comptoir Group PLC
Annual Report 2024
2
Chair’s statement
Highlights:
Group revenue of £34.6m, up by 10.0% on prior year (2023: £31.5m), 2.0% increase on like for like
(“LFL”) basis
Gross profit of £27.8m, ahead of previous year by £3.1m (2023: £24.7m)
Adjusted EBITDA* before highlighted items of £0.8m (2023: £0.1m)
IFRS loss after tax of £1.9m (2023: loss of £1.6m)
Adjusted Net cash** at the end of year of £3.0m (2023: £4.7m)
The basic loss per share for the year was (1.58) pence (2023: (1.30) pence)
The Group exited 2024 with 22 owned restaurants, with a further 6 franchised restaurants across 3
partners.
Post year end the Group has taken the decision, after careful consideration, not renew the lease for our
Kenza Restaurant and has also closed Comptoir Bluewater.
As announced in January 2025, a new Board has been formed subsequent to year-end, and it gives me great
pleasure to return as Chair of the Group. Comptoir Group has always been known for a unique offering of
healthy food of an excellent quality, served in vibrant environments and I remain excited about the future
opportunities for the business, albeit still against a backdrop of a very challenging economic environment.
The Group delivered a full year Adjusted EBITDA of £0.8m in 2024 and LFL sales growth of 2.0%. Whilst it is
promising that LFL sales growth has improved from 0.9% achieved in the first half of the year, the Board is fully
aware that increasing LFL growth, driven through increased covers, is a critical focus moving forward. The Group
has an adjusted net cash balance of £3.0m and rebuilding our cash balance after the investments of recent
years, which are now complete, is another important focus area.
During 2024 the Group opened a new Comptoir Libanais site in Southbank and has brought back into the
managed portfolio from our franchise partner the Comptoir site in Cheshire Oaks. The transaction attracted a
consideration equivalent to a four-year rent contribution to the Group of £1.0m as part of the deal structure
which was settled up front and has led to a cash contribution during the year. Our Yalla Yalla Soho site closed
during the year and subsequent to the year-end we have taken the decision to close our Kenza site and
Comptoir Bluewater.
Our franchise business remains an exciting opportunity with two new openings during the year. The first Shawa
franchise opened in Abu Dhabi in March 2024 with our partner Avolta, and a Comptoir Libanais was opened in
Milan’s Malpenza airport with our new partner Areas Italy. Both are trading ahead of expectations. We exited
our franchise site in Ashford in July 2024.
As has been well documented, the hospitality sector continues to face significant external challenges as we look
ahead to 2025 and beyond. Ongoing cost of living pressures continue to put a strain on consumer’s disposable
income and makes the challenge for covers growth even more acute. The recent increases in National Minimum
Wage combined with the lowering of the Employers’ National Insurance threshold will also place significant
pressure on business margins. The Group is well positioned to continue to face into these challenges but the
Board will make careful cash management and preservation a priority in the short term.
*Adjusted EBITDA is a non-GAAP measure and is calculated from the (loss)/profit before taxation adding back net interest,
depreciation, share-based payments and non-recurring costs (note 4)
** Adjusted Net Cash is a non-GAAP measure and is a metric used by the Board to review the capital posiƟon of the Group aŌer
adjusƟng for non-recurring fluctuaƟons to Net Cash. The metric is presented pre IFRS-16 and as such lease liabiliƟes are not
considered an adjustment to net debt.
Comptoir Group PLC
Annual Report 2024
3
Chair’s statement (continued)
On behalf of the Board, I would like to thank our teams who continue to work tirelessly in an ever-changing and
challenging environment to deliver excellence in both product and service for our customers. We would also like
to thank our investors, customers, suppliers and landlords who continue to support the business.
Richard Kleiner – Chair
19 May 2025
Enquiries:
Comptoir Group Plc
Richard Kleiner
Tel: 0207 486 1111
Cavendish Capital Markets Ltd (NOMAD and broker)
Katy Birkin
Tel: 0207 220 0500
Elysia Bough
Comptoir Group PLC
Annual Report 2024
4
Chief Executive’s review
For the period ended 29 December 2024
In my first Chief Executive’s review since rejoining the Group post year-end, I wanted to begin by expressing my
excitement at rejoining the Group, having previously spent 12 years as Chief Executive up until August 2022. I look
forward to working again with the whole team to help the business capitalise on its full potential in the years to
come. My priority since returning has been to work with the team on assessing our current position and identifying
the opportunities in the marketplace, despite challenging external conditions.
2024 saw the Group finish with LFL sales growth of 2.0%, which was heavily driven by strong trading in the second
half of the year. Winning back covers is an absolute priority for the new Board and will be one of the key strategic
focuses for the whole business during 2025. The business has a fantastic offering, but we need to ensure that
excellence is delivered every time and our customers feel a real sense of value for money to compete in this
environment.
The core Comptoir estate performed for the most part in line with expectations, with most sites delivering LFL
growth. There are however a handful of sites which remain a focus as we move into the new financial year. Shawa
continues to deliver good sales and profitability from the two sites in Westfield and Bluewater, which
demonstrates a very real opportunity for further growth of the Shawa brand.
Our managed estate saw the addition of Comptoir Southbank in April 2024. We also took the Comptoir Cheshire
Oaks site back from our franchise partner in the early part of the year. As part of our simplification of operations,
we closed Yalla Yalla Soho in January 2024. Two sites (Comptoir Chelsea and Shawa Bluewater) had significant
refurbishments during the year and it has been pleasing to see both sites delivering double digit LFL growth post-
refurbishment which has continued well into the new financial year.
Adjusted EBITDA* of £0.8m for the year is an improvement on the challenges of 2023 but still remains short of
what we expect to be delivering. Whilst a return to covers growth across the estate will help move the dial on our
bottom line, we need to ensure this is delivered in conjunction with efficient operations. There are undoubtedly
significant external challenges which are impacting the margins of every retail and leisure business, notably labour
costs which saw a 9.8% increase in the National Minimum Wage in April 2024 and will see further increases in
2025, but managing these costs to deliver the right EBITDA is critical.
The Group maintains an adjusted net cash** balance of £3.0m at the year-end after significant investment in
recent years. Whilst strategic investments will always be considered, for the time being, the focus from the
business is on protecting our cash balance and rebuilding reserves. With the challenging backdrop the Board feels
a robust balance sheet is key to navigate the environment.
People
I would like to thank our amazing teams for their hard work through the year. Our people are critical to our
business and we will continue to strive to create a culture and work environment that attracts motivated
employees who feel recognised and rewarded for their efforts. Our annualised staff turnover levels were below
60% at the year-end which is comfortably ahead of the industry average and a testament to the work which has
gone into ensuring our teams feel valued and incentivised.
*Adjusted EBITDA is a non-GAAP measure and is calculated from the (loss)/profit before taxation adding back net interest,
depreciation, share-based payments and non-recurring costs (note 4)
** Adjusted Net Cash is a non-GAAP measure and is a metric used by the Board to review the capital posiƟon of the Group aŌer
adjusƟng for non-recurring fluctuaƟons to Net Cash. The metric is presented pre IFRS-16 and as such lease liabiliƟes are not
considered an adjustment to net debt.
Comptoir Group PLC
Annual Report 2024
5
Chief Executive’s review (continued)
Technology
The Group will continue to look into opportunities to develop our technology stack as we strive to enhance our
customer experience as well as deliver efficient operations. During the year the business has commenced the
implementation of new guest-facing technology, including pay-at-table and add-to-order features which will
streamline service, boost productivity and drive increased customer spend.
Franchising
Franchising is an integral part of the Group’s strategy and there were a number of developments through 2024.
Our first franchised Shawa restaurant was opened in Abu Dhabi in March 2024 and we signed a new agreement
with Areas Italy which saw the opening of a new Comptoir Libanais in Malpensa Airport, Milan in June. Other
changes consisted of taking back the Avolta franchised site in Cheshire Oaks in the managed estate in March and
in the second half of the year we exited the franchise site in Ashford.
The Board is excited by the potential of further franchise agreements and sees this as a real opportunity to develop
our brands globally.
Outlook
The hospitality sector remains stressed from a variety of external economic factors which continue to make this a
very challenging environment to operate. Nevertheless, there are brands which continue to succeed against this
backdrop, and we need to ensure that Comptoir also navigates its way through to further success. Q1 2025 trading
performance has been in line with management expectations.
As previously highlighted, driving covers growth through offering genuine value for money is key focus for the
management team in 2025. Succeeding on this will help secure the long-term growth of the business. At the same
time, we will ensure our operations remain as efficient as possible as we work through the ever-increasing cost
pressures faced by the sector, particularly labour costs. These two actions will help rebuild our cash reserves which
is a priority for the Board and investors.
Shawa continues to present a significant growth opportunity, and there will be a focus through 2025 to look to
stretch the brand expansion forwards.
In order to focus management’s time on the core brands, the Group has decided to not renew the lease at our
Kenza restaurant post year-end and has also closed Comptoir Bluewater. The rest of the estate will continue to be
proactively managed.
Finally, I would like to thank all my colleagues for their contributions through the year. The Group has strong
foundations with its current estate, focus and an excellent team. There is plenty of opportunity to be realised over
the upcoming years.
Chaker Hanna
Chief Executive Officer
19 May 2025
Comptoir Group PLC
Annual Report 2024
6
2024 Financial Highlights – FD Review
Overview
2024 was another challenging year for the Group but positive progress was seen through the second half of the
year, with some encouraging momentum to carry into 2025. The Group saw LFL revenue growth of 2.0% over the
course of the year, with a particularly positive Q4. A positive adjusted EBITDA* of £0.8m was delivered
(2023: £0.1m) but there is still a way to go before the Group is delivering the results that the Board feel it should
be capable of, albeit in a very challenging macro-economic environment.
Adjusted net cash** at the end of the financial period stood at £3.0m (2023: £4.7m). The Group has seen
significant capital expenditure over the last two years, both on new sites and refurbishments of the core estate.
The expectation is that we now start to see the benefit of, and a return, on that investment. Careful cash
management and cash preservation and rebuilding of cash reserves is at the forefront of the Board’s agenda as
we move into 2025.
The KPIs of the Group’s performance are summarised below:
29 December
2024
31 December
2023
Variance
Revenue
£34.6m
£31.5m
10.0%
Gross profit
£27.8m
£24.7m
12.5%
Other Costs
£29.7m
£26.3m
13.1%
Loss for the period
£(1.9m)
£(1.6m)
(21.5%)
Cash generated from operations
£5.1m
£2.3m
123.6%
Adjusted EBITDA (Pre IFRS 16)*
£0.8m
£0.1m
1,142.7%
Adjusted Net Cash**
£3.0m
£4.7m
(36.2)%
Revenue
Revenue of £34.6m, up from £31.5m in 2023, an increase of 10.0%. On a like for like basis, the Group saw growth
of 2.0% over the year. At the half year, our like for like growth stood at 0.9% so there has been some good progress
through the second half of the year.
The Group entered 2024 with 21 equity restaurants. Yalla Yalla Soho closed in January 2024, we took back our
Comptoir Cheshire Oaks site into the managed portfolio in March 2024 and opened Comptoir Southbank in April
2024. Our franchised estate saw opening of a Shawa in Abu Dhabi and a Comptoir Libanais in Milan, whilst we
exited the site in Ashford. At year end our franchised estate stood at 6 sites.
Including franchise and equity restaurants, total system revenues of £46m were delivered through 2024.
*Adjusted EBITDA is a non-GAAP measure and is calculated from the (loss)/profit before taxation adding back net interest,
depreciation, share-based payments and non-recurring costs (note 4)
** Adjusted Net Cash is a non-GAAP measure and is a metric used by the Board to review the capital posiƟon of the Group aŌer
adjusƟng for non-recurring fluctuaƟons to Net Cash. The metric is presented pre IFRS-16 and as such lease liabiliƟes are not
considered an adjustment to net debt.
Comptoir Group PLC
Annual Report 2024
2024 Financial Highlights – FD Review (continued)
7
Gross Profit
Gross Margin percentage of 80.3%, up by 1.8% from 78.5% in 2023. In response to the ongoing cost pressures
elsewhere in the income statement, notably labour, the Group has increased menu pricing in 2024 which is the
main driver of the margin increase. Whilst the cost challenges will not ease in 2025, the Board is mindful of how
much more price can be increased to offset costs moving forward.
The team continues to work closely with our key suppliers on managing the efficiency of our supply chain and in
December 2024 we signed an agreement with Equinoxe Solutions to support this further in 2025.
Other Costs
Our other costs conƟnue to be a significant pressure in the income statement, increasing by £3.4m year on year.
£1.6m of the increase is due to higher depreciaƟon and impairments of sites which closed post year-end however
there remain key ongoing challenges elsewhere.
Labour has seen the most significant movements in the year with the increase in NaƟonal Minimum Wage by 9.8%
in April 2024 driving pressure across the retail sector. The Group conƟnues to focus on efficiently deploying its
labour (whilst never compromising guest experience) and has made progress in the second half of the year.
However a further 6.7% increase in NaƟonal Minimum Wage in April 2025 and crucially the lowering of the
Employer’s NaƟonal Insurance threshold, will conƟnue to make managing labour efficiently a challenge for 2025
and beyond.
One area which has eased are uƟlity costs. The Group is fully contracted to September 2025 (albeit at rates higher
than before the energy crisis) and has started taking a posiƟon for future years too.
Adjusted EBITDA
Post IFRS 16
Pre IFRS 16
Post IFRS 16
Pre IFRS 16
29 December
2024
29 December
2024
31 December
2023
31 December
2023
£’000
£’000
£’000
£’000
Sales
34,619
34,619
31,481
31,481
Adjusted EBITDA:
Loss before tax
(1,924)
(1,449)
(1,645)
(1,411)
Add back/(deduct):
Depreciation & amortisation
4,122
1,389
3,329
1,125
Finance costs
1,245
121
1,019
137
Finance income
(152)
(152)
(94)
(94)
Impairment of assets
944
324
107
-
EBITDA
4,235
233
2,716
(243)
Share-based payments (credit) /expense
(31)
(31)
31
31
Restaurant opening costs
323
323
166
166
Restaurant closing costs
249
249
77
77
Loss on disposal of fixed assets
-
-
9
9
Exceptional legal and professional fees
188
188
101
101
Other exceptional items
(192)
(192)
-
-
Adjusted EBITDA
4,772
770
3,100
141
Comptoir Group PLC
Annual Report 2024
2024 Financial Highlights – FD Review (continued)
8
Cash flow and balance sheet
Cash generated from operaƟons increased to £5.1m in 2024 (31 December 2023: £2.3m). An element of the
increase is due working capital Ɵmings with the end of month supplier run. Our capital expenditure of £2.6m
included spend on our new site in Southbank and two significant refurbishments during the year. Payment of lease
liabiliƟes has increased by £0.9m as compared to the prior year. Included within financing acƟviƟes is a £1.0m
receipt equivalent to a four-year rent contribuƟon which formed part of the transacƟon whereby the Group took
Comptoir Cheshire Oaks back into its managed porƞolio.
Financing and net debt
The Group had a cash and cash equivalents balance of £6.0m on 29 December 2024 and an adjusted net cash
posiƟon of £3.0m (31 December 2023: £4.7m) The Group debt consists of a CBIL loan aƩracƟng no covenants, of
which £0.6m was paid down through 2024. This has a six-year term with a maturity date in 2026. The loan had an
iniƟal interest-free period of 12 months followed by a rate of interest of 2.5% over the Bank base rate.
Balance sheet restatement
As explained further in note 1 to the accounts, the Group has idenƟfied several historical accounƟng adjustments
that are required in respect of leases and impairments. The adjustments are non-cash related and do not have a
material impact on the income statement for 2023, however the balance sheet for 2023 has been restated to
reflect the correct posiƟon.
Impairments
During the year the Group has recognised an impairment charge of £0.9m in respect of its Kenza restaurant and
Comptoir Libanais Bluewater, both of which were closed subsequent to year-end.
Dividend
The Directors do not recommend the payment of a dividend, believing it more beneficial to use cash resources to
invest in the Group in line with our strategy.
Going concern
Upon consideraƟon of this analysis and the principal risks faced by the Group, the Directors are saƟsfied that the
Group has adequate resources to conƟnue in operaƟon 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.
Comptoir Group PLC
Annual Report 2024
9
Strategic Report
For the period ended 29 December 2024
The Directors present their strategic report for the period ended 29 December 2024.
Business model
The Group’s principal brand is Comptoir Libanais, a Lebanese and Middle Eastern focused casual dining brand. The
restaurants offer an all-day dining experience based around healthy and fresh food in a friendly, colourful and
vibrant environment, which delivers value for money to a broad demographic of guests. Lebanese and Eastern
Mediterranean food is a popular food trend due to its flavoursome, healthy, low fat and vegetarian-friendly
ingredients as well as the ability to easily share the food with friends.
We seek to design each Comptoir Libanais restaurant with a bold and fresh design that is welcoming to all age
groups and types of consumers. Each Comptoir Libanais restaurant has posters and menus showing an arƟst’s
impression of Sirine Jamal al Dine, an iconic Arabian actress, providing a Middle Eastern café-culture feel.
Shawa is a Lebanese shawarma grill concept-serving lean, grilled meats, roƟsserie chicken, homemade falafel,
halloumi and fresh salad, through a service counter offering, located in high fooƞall locaƟons, such as shopping
centres.
Strategy for growth and future developments
Given the recent Directorship changes, a detailed review of the Group’s overall strategy is currently under review.
Whilst this process is sƟll ongoing, it is clear that providing a genuine value for money offering is pivotal for the
Group moving into 2025.
We are not shying away from the challenges that face the industry, parƟcularly around cost pressures in
procurement and labour. The new Board considers a prudent approach to capital management is key over the next
twelve months to further strengthen the Group’s cash posiƟon and posiƟon it for growth beyond 2025. As a result
of the challenging backdrop facing the Company and industry, the management team are increasingly focused on
operaƟonal efficiency improvements, striving to challenge exisƟng business processes to posiƟon the Company for
success in what is a difficult period for hospitality across the UK.
We conƟnue to believe that there is considerable potenƟal to grow the Group’s franchised operaƟons and we see
this as a complementary and relaƟvely low-risk route to extend the presence of our brands, both within the UK
and in overseas territories.
Whilst the strategic direcƟon of the new Board is sƟll being shaped, the goal of the Group remains the same,
offering a genuine value for money, pleasant unique offering to our customers.
Review of the business and key performance indicators (KPIs)
The conƟnuing macro-economic pressures, high inflaƟon and cost of living impacts outlined below conƟnue to
have a dampening impact on the hospitality sector as a whole. Despite these, the Group delivered a full year
adjusted EBITDA of £0.8m in 2024 and LFL sales growth of 2.0%.
Overall Group revenue improved 10% to £34.6m (31 December 2023: £31.5m) through a combinaƟon of the LFL
growth menƟoned above and addiƟon of new sites in Southbank and Cheshire Oaks. The Groups post tax loss
increased to £1.9m (31 December 2023: loss of £1.6m).
Comptoir Group PLC
Annual Report 2024
Strategic Report (continued)
10
The Board considers adjusted EBITDA, a non-GAAP measure, an appropriate metric for reviewing performance
against comparaƟve years. Adjusted EBITDA excludes non-recurring items and costs incurred in connecƟon with
the opening & closing of new restaurants and on this measure, the underlying earnings of the group were £0.8m
(31 December 2023: £0.1m) despite the macro-economic pressures facing the industry.
The Board and management team use a range of performance indicators to monitor and measure the performance
of the business. However, in common with most businesses, the criƟcal KPI’s are focused on growth in sales and
EBITDA, and these are appraised against budget, forecast and the levels achieved last year.
As outlined in both the Chairmans and CEO Statements, the new Board considers a prudent approach to capital
management key over the next twelve months to further strengthen the Groups cash posiƟon and set it up for
growth beyond 2025. Adjusted Net Cash, a non-GAAP measure, is a metric used by the Board to review the capital
posiƟon of the Group aŌer adjusƟng for non-recurring fluctuaƟons to Net Cash. The metric is presented pre IFRS-
16 and as such lease liabiliƟes are not considered an adjustment to net debt.
Pre IFRS 16
Pre IFRS 16
29 December
2024
31 December
2023
£’000
£’000
Cash & Cash Equivalents
5,971
7,049
Adjusted for:
Borrowings
(1,000)
(1,600)
Working capital impact of period end date*
(1,213)
-
Cash held in reserve against known liabilities**
(777)
(707)
Adjusted Net Cash
2,981
4,742
*The accounting period for the Group runs to the closest Sunday to 31 December each year. The consolidated
financial statements for the current period have been prepared to 29 December 2024 and the comparative period
to 31 December 2023. The Group has certain statutory & other obligations due on 31 December 2024 that were
unpaid at period end date. For comparison to 2023 these have been adjusted against Net Cash. These obligations
were settled on or before 31 December 2024.
**The Group holds certain cash in reserve against known liabilities expected to be settled in the ordinary course
of business. These funds are held in a separate bank account and the liabilities tracked separately from accruals &
other payables. As such, Net Cash is adjusted to reflect the cash held in reserve to settle these known obligations.
Further explanaƟon of the performance of the business over the period is provided in the Chair’s Statement and
the Chief ExecuƟve’s Review.
Comptoir Group PLC
Annual Report 2024
Strategic Report (continued)
11
Principal risks and uncertainƟes
The Board has overall responsibility for idenƟfying the most significant risks faced by the business and for
developing appropriate policies to ensure that those risks are adequately managed. The following have been
idenƟfied as the most significant risks faced by the Group; however, it should be noted that this is not an exhausƟve
list and the Group has policies and procedures to address other risks facing the business. Further detail on climate-
specific risks are outlined later in this strategic report and as such these are not separately highlighted below:
Macro-Economic CondiƟons
Prevailing market conditions, including cost of living rises & economic uncertainty, and their impact on guest
confidence to spend have an impact on the Group in terms of footfall and sales. Although trading was impacted
over this period, the Group’s underlying trading remained positive, and management has continued with selective
investment to continually be able to embrace market growth. ConƟnued focus on customer relaƟons through
targeted and adaptable markeƟng iniƟaƟves help the Group retain and drive sales where fooƞall declines.
Consumer demand
Any weakness in consumer confidence could have an adverse effect on fooƞall and customer spend in our
restaurants. As menƟoned above, the current macro-economic condiƟons conƟnue to place strain on consumers
disposable income. These macroeconomic factors such as employment levels, interest rates and inflaƟon can
impact disposable income and consumer confidence can dictate their willingness to spend.
The management team’s focus conƟnues to be offering a genuine value for money, pleasant unique offering to our
customers. The core brands within the Group are posiƟoned in the affordable segment of the casual dining market.
A strong focus on superior and aƩenƟve service together with value-added markeƟng iniƟaƟves can help to drive
sales when customer fooƞall is more subdued. This, together with the strategic locaƟon of each of our restaurants,
helps to miƟgate the risk of consumer demand to the business.
Input cost inflaƟon
InflaƟonary pressures conƟnue to have an impact on the Group’s cost of sales, packaging and other raw input
costs. The Company has engaged Equinoxe SoluƟons to provide procurement support for the Group, and we are
currently in the process of a review of our current supply chain to idenƟfy any opportuniƟes in what are challenging
and volaƟle market condiƟons for fresh produce suppliers.
Labour cost inflaƟon
The recent increases in National Minimum Wage combined with the lowering of the Employer’s National Insurance
threshold place significant pressure on business margins. The management team is proactively engaged in driving
efficiency in our labour deployment without compromise on service delivery, and we believe we are well
positioned to navigate through these statutory changes.
Strategy and execuƟon
The Board recognises the importance of establishing a clear and ambiƟous long-term strategy for the Group. With
a new Board of Directors in place, a comprehensive strategic review is currently underway, focusing on growth
prioriƟes, operaƟonal performance, and long-term value creaƟon. The outcome of this review will inform a
refreshed strategic direcƟon, which the Board intends to communicate to shareholders and stakeholders later in
the year.
Comptoir Group PLC
Annual Report 2024
Strategic Report (continued)
12
Environmental, Social and Governance Strategy
ENVIRONMENT:
Comptoir Group PLC have included the recommendaƟons set out by the Task Force on Climate change (TCFD) in
this year’s report. These recommendaƟons help businesses to focus on the likely direct and indirect impacts of
climate change for individual organisaƟons, their operaƟons, services and customer base.
The TCFD framework uƟlises four key pillars which have been adopted by Comptoir Group as the key areas of focus.
Aligned to these four pillars are 11 recommendaƟons, which provide guidance as to how to ensure that
management processes, analyses and business planning give sufficient consideraƟon to the impact of climate
change on the operaƟon. Each of these four pillars and the underlying recommendaƟons are outlined in detail
below:
1. Governance
The organisation’s governance around climate-related risks and opportunities
At present, The Board of Directors has overall responsibility for overseeing climate-related risks and opportuniƟes,
in line with its broader risk management and strategic oversight funcƟons. Given the recent Board changes, further
changes to Comptoir’s governance structure are sƟll under review with the new Directors. The ESG CommiƩee has
not yet met formally under the current Directorships. Given this, ESG strategy, including assessment of risks and
opportuniƟes to the Group as a whole, is sƟll under review.
Despite the Board changes, updates on ESG are included and will conƟnue to be included in the monthly report to
the board. The Audit CommiƩee is specifically tasked with reviewing climate-related disclosures and ensuring that
relevant processes are in place for the idenƟficaƟon, assessment, and miƟgaƟon of climate risks.
Day-to-day responsibility for idenƟfying and managing climate-related risks and opportuniƟes rests with the Group
ExecuƟve Team. Each ExecuƟve is responsible for integraƟng climate consideraƟons into day-to-day operaƟons of
the Group, through decisions such as sustainable menu planning and capital expenditure decision making. The
Company has partnered with Equinoxe SoluƟons to support sustainable Group procurement, with the ExecuƟve
team working directly with Equinoxe SoluƟons on issues such as sustainable supplier selecƟon and supply chain
efficiencies. The outcome of this work is then cascaded upwards to the Board of Directors for consideraƟon.
2. Strategy
The actual and potential impacts of climate-related risks and opportunities on the organisation’s businesses,
strategy, and financial planning
To idenƟfy actual and potenƟal impacts of climate-related risks and opportuniƟes on the organisaƟon’s processes,
strategy, and financial planning, in 2023 Comptoir Group embarked on an audit with the support of Sustainable
Restaurant AssociaƟon (SRA). This took the form of a detailed invesƟgaƟon on all operaƟons which has enabled
Comptoir Group to idenƟfy potenƟal risks & opportuniƟes and set realisƟc goals for improvement.
The ‘Food Made Good’ raƟng uses a framework of quesƟons, which are derived from the 10 key areas of the UN’s
Sustainable Development Goals to audit all operaƟonal processes and systems. Performance against these criteria
is then assessed and awarded an overall raƟng. Comptoir Group was awarded 1 out of 3 stars. AŌer this outcome,
we implemented a roadmap to target a 2-star raƟng by August 2025. Given the recent Board changes, the new
Directors are currently assessing how to progress towards the iniƟal 2-star target and any involvement with SRA
moving forward.
Comptoir Group PLC
Annual Report 2024
Strategic Report (continued)
13
The Company has engaged Amber Energy to support climate related iniƟaƟves & opportuniƟes, as well as providing
prudent consultancy to ensure we are sufficiently protected from a risk management perspecƟve.
Climate risks are categorised into two groupings:
Physical risks: such as extreme weather events (flooding, heatwaves) that could disrupt site operaƟons or impact
our central producƟon unit.
TransiƟon risks: including regulatory changes (e.g. energy efficiency mandates, carbon reporƟng), shiŌs in
consumer expectaƟons, and energy market volaƟlity.
The Directors consider the following to be key climate-related risks which will impact the Group over the short (<2
years), medium (2-5 years) and long term (5+ years):
Risk
Risk Type
Impact
Time Frame
Supply Chain
DisrupƟon
Physical
Supply chain disrupƟon and shortages of impacted crops: we
source salad, citrus, chillis, aubergine and pomegranates
from regions which are potenƟally at risk in the case of a
temperature increase of 2 degrees.
Short Term
Rising Energy
Costs
Transition
Higher energy costs due to increased demand for artificial
heating / cooling and irrigation.
Short Term
Acute Weather
Events
Physical
Physical risks from acute weather events impacting our
supply chain and central production unit (CPU), which plays a
pivotal role in the overall production process.
Short Term
Carbon Tax
TransiƟon
The Department for Business, Energy and Industrial Strategy
has calculated that a carbon tax of £80 per tonne would have
the desired impact on carbon emissions. The liability for
Comptoir Group would be in the region of £80k p.a. based
on current emissions levels, if this was introduced.
Medium Term
Energy Efficient
Capital Decisions
TransiƟon
Increasing costs of energy efficient investments in the
existing estate and future investment opportunities.
Medium Term
PercepƟon of
Centralised
ProducƟon
TransiƟon
Centralised production may be perceived as unsustainable
and waste-intensive if more sustainable procurement
models are available.
Medium Term
Growth
OpportuniƟes
TransiƟon
Increased competition for new sites which offer public
transport accessibility, infrastructure resilience in the light
of extreme weather events, and access to renewable energy.
Medium Term
ExisƟng Site
Improvements
Physical
Infrastructure
and
buildings
will
require
increased
investment to withstand changing weather patterns and an
increase in extreme weather events, particularly flooding.
Long Term
Travel DisrupƟons
Physical
Weather related travel disruption impacting customers and
staff.
Long Term
Comptoir Group PLC
Annual Report 2024
Strategic Report (continued)
14
The summary above is not exhausƟve and only the most material climate-related risks have been included. In
compliance with ESOS requirements, an acƟon plan has been submiƩed outlining a number of opportuniƟes
and acƟons for the Company, and projects are currently underway for certain opƟmisaƟon opportuniƟes across
Air CondiƟoning, Gas and Boilers among other projects idenƟfied during ESOS review & submission. As part of
the work with Amber Energy, the Group collects electricity & gas data for the majority of the estate and is
working towards energy savings across all sites through a combination of behavioral shifts and investment in
low energy equipment.
As part of the work undertaken throughout 2024, Comptoir has idenƟfied the following climate-related
opportuniƟes:
Partnering with Equinoxe Solutions on sustainable procurement and supplier selection. A review
of our existing supply chain is in process and any opportunities identified will be considered
based on their improvement to the Groups overall carbon footprint and sustainable sourcing
strategy.
Our work with Equinoxe Solutions extends beyond sustainable raw ingredients procurement,
we are in the process of reviewing sustainable packaging solutions and have already begun
implementing recommendations provided by Equinoxe Solutions across our sites.
We source specialist ingredients from smaller, low intensity producers who prioritize the
preservation of local ecosystems, thus enhancing long term opportunities for sustainable
sourcing.
More than half of our menu items across all brands are plant based, without any highly
processed ingredients.
The Group’s Central Production Unit (CPU) plays a pivotal role in the supply chain and stable
operation of each site. A detailed review of CPU operations, including the costs to ship produce
to our regional sites and any energy-efficiency projects at the site is currently underway.
Comptoir continues to partner with Too Good To Go, providing a sustainable solution for surplus
and unsold food.
The consideraƟon of climate related risks & opportuniƟes is integral to all our decision making. ESG consideraƟons
are now given priority consideraƟon in all operaƟonal decisions, longer term strategy & financial planning as a
maƩer of course. We will conƟnuously strive to ensure that the Group remains adaptable, to anƟcipate and
respond to climate related risks and opportuniƟes.
3. Risk Management
The processes used by the organisation to identify, assess, and manage climate-related risks
The Board of Directors have overall responsibility for overseeing climate-related risks and opportuniƟes, in line
with its broader risk management and strategic oversight funcƟons. Day-to-day management of climate-related
risks is the responsibility of the Chief ExecuƟve Officer and as delegated to the ExecuƟve Team.
Climate-related risks are integrated with the Group’s broader risk register and risk management process. Each risk
whether climate or operaƟonal, is assigned a responsible execuƟve lead. Climate-related risks are assessed
alongside other business risks such as rising labour costs, IT and inflaƟon using consistent methodology.
Comptoir Group PLC
Annual Report 2024
Strategic Report (continued)
15
Whilst largely outlined above, our process for managing climate-related risks can be summarised broadly into the
following key iniƟaƟves:
Supply Chain:
Partnering with Equinoxe Solutions on sustainable procurement and supplier selection. Challenging existing norms
and historical business processes to strive for continuous improvement in sustainable sourcing and procurement.
Energy & Emissions:
Working with Amber Energy to support idenƟfied climate related iniƟaƟves & opportuniƟes, as well as providing
uƟlity cost & usage informaƟon across the majority of our estate. This work extends to ESOS submissions and
achievement of our idenƟfied acƟon plans for reducing our emissions and carbon footprint.
OperaƟonal Process & Asset Planning:
As menƟoned above, the Group’s Central Production Unit (CPU) plays a critical role in delivering a consistent,
scalable menu offer across our estate. Climate-related risks such as supply chain disruption, extreme weather
events, and energy cost volatility have been identified as key exposures. In response, we are exploring low-carbon
technologies for food production, investing in waste reduction and energy efficiency, and engaging suppliers on
climate resilience. The centralised nature of the CPU also presents opportunities for systemic improvements in
carbon footprint, packaging sustainability, and menu innovation.
4. Metrics & Targets
The metrics and targets used to assess and manage relevant climate-related risks and opportunities
The Group has begun to establish a structured approach to measuring and managing its climate-related risks and
opportunities. As part of this, we are using compliance under the Energy Savings Opportunity Scheme (ESOS) as
a fundamental component of our climate-related performance metrics.
Our most recent ESOS submission includes a detailed assessment of the Group’s total energy consumption, energy
efficiency opportunities, and associated emissions across our estate, including the Central Production Unit and
venues. This data forms the basis of one of our key performance indicators (KPIs) — total annual energy
consumption (kWh) — which we are using to monitor progress in improving operational energy efficiency. As
outlined above, some of these projects completed during the year include:
Optimised Air Conditioning (AC) within various areas of the business.
Optimised boilers where applicable.
Continued to replace lighting fixtures with LED options where available.
Reduced immersion heater operating hours.
In future reporting periods, we intend to build upon the ESOS data to develop a broader set of climate-related
KPIs, including expanding on the energy intensity ratios outlined below, Scope 1 and 2 emissions tracking, and
emissions reductions linked to specific initiatives. These KPIs will be used to assess progress against emerging
targets and to inform capital investment decisions related to energy efficiency and resilience.
Comptoir Group PLC
Annual Report 2024
Strategic Report (continued)
16
As a hospitality business, we consider both turnover and total covers to be useful metrics to track financial
progress and make informed decisions on. The below chart converts our emissions data into an intensity ratio
using these metrics as a base, and is a tool used to track progress and comparison over time and with similar
hospitality businesses.
Intensity Ratios for the period ended 29 December 2024
Carbon Emissions per Business
Metric
Current Reporting Year
Comparison Year
01/01/2024 – 29/12/2024
01/01/2023 - 31/12/2023
Emission per Turnover
(kgCO2e/£m)
31,503
32,167
Emission per Covers
(kgCO2e/number of units)
0.7
0.8
Our overall energy & usage data is summarised below. Estimation has been required in some areas where data
has not been available, using standard estimation methods (pro-rata, direct comparison).
Greenhouse gas emissions and energy use data for the period ended 29 December 2024
Annual Energy Consumption
(kWh)
Current Reporting Year
Comparison Year
01/01/2024 – 29/12/2024
01/01/2023 - 31/12/2023
Scope 1
1,925,393
2,381,158
Stationary Combustion
1,871,744
2,317,934
Mobile Combustion
53,649
63,224
Process Emissions
N/A
N/A
Fugitive Emissions
N/A
N/A
Scope 2
3,541,834
2,514,088
Purchased Electricity
3,541,834
2,514,088
Purchased Steam, Heat,
Cooling
-
-
Scope 3 (Grey Fleet)
2,455
19,230
Grey Fleet
2,455
19,230
Total
5,469,681
4,914,477
Comptoir Group PLC
Annual Report 2024
Strategic Report (continued)
17
SOCIAL:
Comptoir is committed to building a positive and inclusive culture that supports our people, customers, and the
communities we serve. Social responsibility is integral to our operations, and we are proud to highlight the
initiatives below:
Employee Training and Development
We believe that investing in our people is essential to delivering high-quality hospitality and retaining top talent. Our
internal training framework provides structured onboarding, role-specific skills training, and progression pathways for
both front-of-house and kitchen teams, as well as head office staff. We continue to invest in leadership development and
our digital learning platform to enhance accessibility and engagement.
Charitable Giving – Feeding Hope Fund
Through our dedicated charitable initiative, the Feeding Hope Fund, we raise money to support various community
initiatives. The Feeding Hope Fund helps support meals, education & work experience in the UK for refugees, homeless &
those living in poverty, as well as charities overseas who support communities suffering due to war & natural disasters.
During 2024 the Group raised and donated over £70,000 and continues to make selective donations to charitable causes
that align with both the Company’s values and those of our consumers.
We are proud to support causes like the Ramadan Tent Project by donating food and team members time to help engage
the wider community in helping to forge new friendships whilst spreading the better understanding of diverse cultures
and customs.
Customer Engagement and Feedback
We prioritise continuous improvement of the guest experience through structured feedback mechanisms. This includes
working with HGEM, a hospitality guest experience management platform, operating a Mystery Diner programme across
our venues. Insights gathered from both tools help us monitor service standards, menu satisfaction, and customer
sentiment, ensuring we remain responsive and agile.
Employee Wellbeing
Recognising the physical and emotional demands of hospitality work, we place strong emphasis on staff wellbeing. We
are proud of our flexible approach to scheduling that supports work-life balance. Participation in our employee
engagement surveys and platforms continue to be strong and the management team continues to strive for
improvements in our employee experience based on feedback provided.
We believe that listening to our employees and responding meaningfully to their feedback is fundamental to long-term
retention, performance, and a strong team culture. As part of our evolving ESG strategy, we are working to embed
wellbeing as a key performance theme across the business.
As outlined in the CEO’s review, our annualised staff turnover levels were below 60% at the year-end which is
comfortably ahead of the industry average and a testament to the work which has gone into ensuring our teams feel
valued.
Comptoir Group PLC
Annual Report 2024
Strategic Report (continued)
18
Community Engagement
In addition to our charitable partnerships, we support local communities by sourcing ingredients from regional suppliers
where possible, offering local employment, and exploring opportunities to partner with local councils and community
partners on discount programs in our regional locations.
GOVERNANCE:
Strong governance is fundamental to the long-term success of the Group and underpins our approach to
environmental and social responsibility. The Board is committed to maintaining high standards of integrity,
accountability, and transparency across all aspects of the business.
Given the recent Board changes, further changes to Comptoir’s governance structure are sƟll under review with the new
Directors’. One of the Board’s early priorities has been to strengthen governance structures to support a sustainable
growth strategy. This includes the formalisation of the ESG Committee and enhanced focus on measuring and tracking
against defined ESG measures.
On Behalf of the Board
Chaker Hanna
Chief Executive Officer
19 May 2025
Comptoir Group PLC
Annual Report 2024
19
Strategic Report – Section 172 Statement
Section 172 of the Companies Act 2006 (‘Act’) requires the Directors to act in the way they consider, in good faith,
would be most likely to promote the success of the Company for the benefit of its members as a whole, having
regard to various factors, including the matters listed below in section.
172 (1)(a) to (f):
a. the likely consequences of any decisions in the long-term;
b. the interests of the Company’s employees;
c. the need to foster the Company’s business relationships with suppliers, customers and others;
d. the impact of the Company’s operations on the community and environment;
e. the desirability of the Company maintaining a reputation for high standards of business conduct and
f.
the need to act fairly as between members of the Company.
This statement is aimed at helping shareholders better understand how directors discharged their duty to promote
the success of companies under Section 172 of the Companies Act 2006 (“S172 Matters”). Throughout the year,
in performance of its duties, the Board has had regard to the interests of the Group’s key stakeholders and has
taken account of any potential impact on these stakeholders of the decisions it has made, details of these
considerations are as per the below.
S172 Matters
Example
The likely consequences of
any decisions in the long-
term.
Communication with shareholders through the Comptoir Investor
website, AGM, investor meeting and circulars
Through the corporate governance framework described in this
annual report
The interests of the
Company’s employees
Ongoing training and development at all levels
Engagement through the company engagement application,
newsletters, emails and other communications tools
The need to foster the
Company’s business
relationships with suppliers,
customers and others.
Maintenance of regular contact with all suppliers.
Launch of the Comptoir loyalty scheme through the Comptoir
application
Responding to feedback from the customer.
Use of a mystery guest programme to ensure standards are visible
and maintained.
The impact of the Company’s
operations on the community
and environment.
Local recruitment of staff
Flexible working to reduce travel where applicable
Ongoing focus on environmentally friendly processes and procedures
The desirability of the
Company maintaining a
reputation for high standards
of business conduct.
Regular restaurant visits and audit processes
Mystery guest programme
Food standards programme
Compliance updates at Board meetings
Ongoing training for all staff
The need to act fairly as
between members of the
Company.
We maintain an open dialogue with our shareholders
Engagement with stakeholders
On behalf of the Board
Chaker Hanna
Chief Executive Officer
19 May 2025
Comptoir Group PLC
Annual Report 2024
Statement of Corporate Governance
20
The Board has elected to adopt the Quoted Companies Alliance (QCA) Corporate Governance Code in
accordance with Rule 26 of the AIM Rules for Companies requiring all AIM to adopt and comply with a
recognised corporate governance code. Full details of our adopƟon to the code can be found at
hƩps://investors.comptoirlibanais.com/corporate-governance/.
The Board
The Board of Comptoir Group plc is the body responsible for the Group's objecƟves, its policies and the stewardship
of its resources. At the balance sheet date, the Board comprised five directors being Ahmed Kitous, James Fisher
and Nicholas Ayerst as execuƟve directors and Ali Aneizi and Jean-Michel Orieux as non-execuƟve directors.
Ali Aneizi and Jean-Michel Orieux are considered by the Board to be independent. Each Director demonstrates a
range of experience and sufficient calibre to bring independent judgment on issues of strategy, risk management,
performance, resources and standards of conduct which are vital for the success of the Group.
The Board had twelve Board meeƟngs during the year.
Subsequent to the balance sheet date, the Board has seen substanƟal change across both ExecuƟve and Non-
ExecuƟve Directors. Further details can be found in the Report of the Directors. Whilst there has been change in
personnel, the operaƟon of the Board and sub-commiƩees remains consistent with that of prior years.
Remuneration Committee
The RemuneraƟon CommiƩee's responsibiliƟes include the determinaƟon of the remuneraƟon and opƟons of
Directors and senior execuƟves of the Group and the administraƟon of the Company's opƟon schemes and
arrangements. The CommiƩee takes appropriate advice, where necessary, to fulfil this remit.
Audit Committee
The Audit CommiƩee meets twice a year including a meeƟng with the auditors shortly before the signing of the
accounts. The terms of reference of the Audit CommiƩee include: any maƩers relaƟng to the appointment,
resignaƟon or dismissal of the external auditors and their fees; discussion with the auditors on the nature, scope
and findings of the audit; consideraƟon of issues of accounƟng policy and presentaƟon; monitoring. The work of
the review funcƟon carried out to ensure the adequacy of accounƟng controls and procedures.
Nomination Committee
The Company does not have a NominaƟon CommiƩee. Any Board appointments are dealt with by the Board itself.
Internal Control
The Board is responsible for the Group's system of internal control and for reviewing the effecƟveness of the system
of internal control. Internal control systems are designed to meet the needs of a business and manage the risks
but not to eliminate the risk of failure to achieve the business objecƟves. By its nature, any system of internal
control can only provide reasonable, and not absolute, assurance against material misstatement or loss.
Internal Audit
Given the size of the Group, the Board does not believe it is appropriate to have a separate internal audit funcƟon.
The Group's systems are designed to provide the Directors with reasonable assurance that problems are idenƟfied
on a Ɵmely basis and are dealt with appropriately.
Comptoir Group PLC
Annual Report 2024
Statement of Corporate Governance
21
Relations with shareholders
There is a regular dialogue with investors, including presentaƟons aŌer the Group's year-end and half year results
announcements. Feedback from shareholders is provided to the Board on a regular basis and, where appropriate,
the Board will take steps to address their concerns and recommendaƟons. Aside from announcements that the
Group makes periodically to the market, the Board uses the Annual General MeeƟng to communicate with
shareholders and welcomes their parƟcipaƟon.
Going concern
In assessing the going concern position of the Group for the consolidated financial statements for the period ended
the 29 December 2024, the Directors have considered the Group’s cash flow, liquidity and business activities.
Prevailing market conditions, including cost of living rises & economic uncertainty, and their impact on guest
confidence to spend has been considered as part of the Group's adoption of the going concern basis. Although
trading was impacted over this period, the Group’s underlying trading remained positive, and management has
continued with selective investment to continually be able to embrace market growth.
The Group maintains cash & cash equivalents of £6.0m as at the start of the current accounting period, which sets
us apart from many other operators in our sector.
The Directors have considered the current business model, strategies and principal risks and uncertainties. Based
on the Group’s cash flow forecasts and projections, the Board is satisfied that the Group will be able to operate
for the foreseeable future. In making this assessment, the Directors have made a specific analysis of the impact of
current macro-economic uncertainties and global disruption in the middle East as well as the emerging geo-
political situations arising and how they may impact the Company.
The Group’s current cash & cash equivalents balance remains at £6.0m, and the Board believes that the business
has the ability to remain trading for a period of at least 12 months from the date of signing of these financial
statements. These financial statements have therefore been prepared on the going concern basis.
Comptoir Group PLC
Annual Report 2024
22
Report of the directors
The Directors present their report together with the audited financial statements for the period ended 29
December 2024.
Results and dividends
The consolidated statement of comprehensive income is set out on page 36 and shows the loss for the year.
The Directors do not recommend the payment of a dividend for the year (31 December 2023: £nil).
Principal acƟviƟes
The Company’s and Group's principal acƟvity conƟnues to be that of the operaƟng of restaurants with
Lebanese/Middle Eastern offering in the UK casual dining sector.
Directors
The Directors of the Group, who held office during the year, and their shareholding at the year-end date, were as
follows:
Number of
ordinary
shares
Percentage
shareholding
(%)
Executive
A Kitous
58,412,503
47.60%
C Hanna (Appointed 6 February 2025)
22,585,833
18.41%
J Fisher (Appointed 5 August 2024)
-
0.00%
R Kleiner (Appointed 27 January 2025)
-
0.00%
N Ayerst (Resigned 5 February 2025)
-
0.00%
B Lafon (Resigned 26 June 2024)
-
0.00%
JM Orieux (Resigned 27 January 2025)
-
0.00%
A Aneizi (Resigned 5 February 2025)
-
0.00%
Substantial shareholders
Besides the Directors, other substantial shareholders (with a greater than 3% shareholding) at the period-end date
were as follows:
Substantial shareholdings:
Number of
ordinary
shares
Percentage
shareholding
(%)
Dowgate Wealth Limited
12,244,153
9.98%
S Kaye
5,076,666
4.14%
A Kaye
4,873,332
3.97%
J Kaye
4,249,999
3.46%
Comptoir Group PLC
Annual Report 2024
Report of the directors (continued)
23
Directors’ remuneration
The remuneration of the Directors for the period ended 29 December 2024 was as follows:
Period ended 29 December 2024
Short-term
Benefits
Post-
Employment
Benefits
Share-Based
Payments
Remuneration
Pension
Fair Value of
Equity-settled
Service Rights
Total
£
£
£
£
A Kitous
203,747
1,321
-
205,068
J Fisher (Appointed 5 August 2024)
68,586
-
19,028
87,614
N Ayerst (Resigned 5 February 2025)
253,500
1,321
22,834
277,655
B Lafon (Resigned 26 June 2024)
51,431
-
-
51,431
JM Orieux (Resigned 27 January 2025)
51,626
-
19,028
70,654
A Aneizi (Resigned 5 February 2025)
28,417
440
19,028
47,885
M Toon (Resigned 12 January 2024)
3,317
84
-
3,401
660,624
3,166
79,918
743,708
Period ended 31 December 2023
Short-term
Benefits
Post-
Employment
Benefits
Share-Based
Payments
Remuneration
Pension
Fair Value of
Equity-settled
Service Rights
Total
£
£
£
£
A Kitous
193,125
1,321
-
194,446
N Ayerst (Resigned 5 February 2025)
240,300
1,321
60,274
301,895
B Lafon (Resigned 26 June 2024)
65,000
-
-
65,000
JM Orieux (Resigned 27 January 2025)
45,600
-
-
45,600
M Toon (Resigned 12 January 2024)
157,727
1,321
-
159,048
701,752
3,963
60,274
765,989
Creditor payment policy
The Group has a standard code and also agrees specific individual terms with certain suppliers. Payment is normally
made in accordance with those terms, subject to the suppliers' own performance.
Comptoir Group PLC
Annual Report 2024
Report of the directors (continued)
24
Supplier & customer relaƟonships
The directors have remained focused on fostering strong relaƟonships with our guests, suppliers, and service
partners, recognising their importance to the long-term success of the business. Regular guest feedback and our
mystery diner programme via HGEM have informed service improvements.
We maintained close collaboraƟon with key suppliers to ensure conƟnuity, quality, and ethical sourcing. These
relaƟonships also supported the successful launch of new menu offerings and sustainability iniƟaƟves during the
year. This engagement has shaped key decisions around procurement including working with Equinoxe SoluƟons,
customer service enhancements, and our broader strategic planning.
Employees
ApplicaƟons from disabled persons are given full consideraƟon providing the disability does not seriously affect
the performance of their duƟes. Such persons, once employed, are given appropriate training and equal
opportuniƟes.
The Group takes a posiƟve view toward employee communicaƟon and has established systems for ensuring
employees are informed of developments and that they are consulted regularly. These include engagement at
office town hall meeƟngs in person and online, inducƟon days for new starters and weekly communicaƟons to all
staff highlighƟng key messages for that week. The Group also uƟlises a company called Fourth which provides a
service that acts as a central hub to provide regular updates as well as engage with employees in a more informal
environment and share success stories. The Group also operates a bonus and share scheme at varying levels to
reward performance.
Financial Instruments
Details of the use of financial instruments and the principal risks faced by the Group are contained in note 26 to
the financial statements.
Future developments
Details of future developments are contained in the Strategic Report on page 9.
Events aŌer the reporƟng period
On 31 December 2024, the Company ceased operations of its Kenza Restaurant and Bar site. The Company retains
the existing lease until its expiry in 2025.
On 27 January 2025, Jean-Michel Orieux stepped down from his position as Independent Non-Executive Chairman.
On this date, Richard Kleiner, former Chairman of the Group, was re-appointed into the role of Non-Executive
Chairman.
On 5 February 2025, Nick Ayerst, resigned from his position as CEO & member of the Board of Directors. Following
his resignation, on 6 February 2025 Chaker Hanna, former CEO of the Company, was formally re-appointed into
the role of CEO.
On 5 February 2025, Ali Aneizi, Non-Executive Director, resigned from his position on the Board.
Comptoir Group PLC
Annual Report 2024
Report of the directors (continued)
25
Events aŌer the reporƟng period (conƟnued)
On 6 March 2025, the Company exited its lease of the Comptoir site in Bluewater and ceased operations. The
Group retains its Shawa site in Bluewater.
Apart from the above, no other matter or circumstance has arisen since 29 December 2024 that has significantly
affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state
of affairs in future financial years.
Auditors
All the current Directors have taken all reasonable steps necessary to make themselves aware of any informaƟon
needed by the Group's auditors for the purposes of their audit and to establish that the auditors are aware of that
informaƟon. The Directors are not aware of any relevant audit informaƟon of which the auditors are unaware.
On behalf of the board
Richard Kleiner
Chair
19 May 2025
Comptoir Group PLC
Annual Report 2024
26
Statement of directors’ responsibilities
The Directors are responsible for preparing the Annual Reports and the Group and Parent Company financial
statements in accordance with applicable United Kingdom law and regulations. Company law requires the
Directors to prepare Group and Parent Company financial statements for each financial period. Under that law,
and as required by the AIM rules, the Directors have elected to prepare Group financial statements under UK-
adopted International Accounting Standards (IASs), and the Parent Company financial statements under United
Kingdom Accounting Standards.
Under Company Law the Directors must not approve the Group and Parent Company financial statements unless
they are satisfied that they give a true and fair view of the state of affairs of the Group and Parent Company and
of the profit or loss of the Group for that period. In preparing the Group and Parent Company financial statements
the Directors are required to:
present fairly the financial position, financial performance and cash flows of the Group and Parent
Company;
select suitable accounting policies in accordance with IAS 8: ‘Accounting Policies, Changes in Accounting
Estimates and Errors’ and then apply them consistently;
present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandable information;
make judgments and estimates that are reasonable;
provide additional disclosures when compliance with the specific requirements in UK adopted
international accounting standards is insufficient to enable users to understand the impact of particular
transactions, other events and conditions on the Group's and the Company's financial position and
financial performance; and
the Group and Parent Company financial statements have been prepared in accordance with UK adopted
international accounting standards or United Kingdom Accounting Standards, subject to any material
departures disclosed and explained in the financial statements.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
Group's and Parent Company's transactions and disclose with reasonable accuracy at any time the financial
position of the Group and Parent Company and enable them to ensure that the Group and Parent Company
financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets
of the Group and Parent Company and hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities.
Comptoir Group PLC
Annual Report 2024
27
Independent auditors’ report
To the members of Comptoir Group PLC
Opinion
We have audited the financial statements of Comptoir Group PLC (the ‘Parent Company’) and its subsidiaries (the
‘Group’) for the period ended 29 December 2024 which comprise the Consolidated Statement of Comprehensive
Income, the Consolidated and Parent Company Balance Sheet, the Consolidated Statements of Changes in Equity,
the Consolidated Statement of Cash Flows and notes to the financial statements, including significant accounting
policies.
The financial reporting framework that has been applied in the preparation of the Group’s financial statements is
applicable law and UK-adopted International Accounting Standards. The financial reporting framework that has
been applied in the preparation of the Parent Company’s financial statements is FRS 102 ‘The Financial Reporting
Standard applicable in the UK and Republic of Ireland’ (United Kingdom Generally Accepted Accounting Practice)
and in accordance with the provisions of the Companies Act 2006.
In our opinion:
the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s
affairs as at 29 December 2024 and of the Group’s loss for the period then ended;
the Group financial statements have been properly prepared in accordance with UK-adopted
International Accounting Standards and in accordance with the requirements of the Companies Act 2006;
and
the Parent Company financial statements have been properly prepared in accordance with FRS 102
(United Kingdom Generally Accepted Accounting Practice) and as applied in accordance with the
provisions of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit
of the financial statements section of our report. We are independent of the Group and Parent Company in
accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK,
including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Director’s use of the going concern basis of
accounting in the preparation of the financial statement is appropriate.
Our evaluation of the Director’s assessment of the entity’s ability to continue to adopt the going concern basis of
accounting included:
Comptoir Group PLC
Annual Report 2024
28
Evaluation of Management Assessment
Assessing the transparency and the completeness and accuracy of the matters covered in the going
concern disclosure by evaluating management's cashflow projections for the forecast period and
challenging the underlying assumptions.
We obtained budgets and cashflow forecasts, reviewed the methodology behind these, ensured
arithmetically correct and challenged the assumptions.
We obtained post period end trading results and compared these to budget to ensure budgeting is
reasonable and results are in line with expectations.
Evaluated the key assumptions in the forecast, which were consistent with our knowledge of the business
and considered whether these were supported by the evidence we obtained.
Discussed plans for the Group going forward with management, ensuring these had been incorporated
into the budgeting and would not have an impact on the going concern status of the Group.
Compared the prior period forecast against current period actual performance to assess management’s
ability to forecast accurately.
We have assessed the sensitivity of the forecasts to a decrease in budgeted profit for the forecast period
and the resulting impact on the cash position.
We also reviewed the disclosures relating to going concern basis of preparation and found that these
provided an explanation of the Directors’ assessment that was consistent with the evidence we obtained.
Key observations:
The Group incurred a loss of £1.94m in the 52 weeks to 29 December 2024 (loss for the 52-week period to 31
December 2023 of £1.60m). They generated net cash from operating activities of £5.26m in the 52 weeks to 29
December 2024 (£2.25m in the 52 weeks to 31 December 2023) and had a cash balance of £5.97m as at 29
December 2024 (£7.05m as at 31 December 2023).
Clear and full disclosure of the facts and the Directors' rationale for the use of the going concern basis of
preparation, is a key financial statement disclosure and so was the focus of our audit in this area. Auditing
standards require that to be reported as a key audit matter.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the Group’s ability to continue as a going
concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the
relevant sections of this report.
Our approach to the audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the
financial statements. In particular, we looked at where the Directors made subjective judgements, for example in
respect of significant accounting estimates that involved making assumptions and considering future events that
are inherently uncertain, in respect of the going concern review and impairment review of property, plant and
equipment and right-of-use assets of the Parent Company and the Group.
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the
financial statements as a whole, taking into account an understanding of the structure of the Parent Company and
the Group, their activities, the accounting processes and controls, and the industry in which they operate. Our
planned audit testing was directed accordingly and was focused on areas where we assessed there to be the
highest risk of material misstatement.
Comptoir Group PLC
Annual Report 2024
29
Our Group audit scope includes all of the Group companies. At the Group level, we also tested the consolidation
procedures. The audit team met and communicated regularly throughout the audit with the Group finance team
in order to ensure we had a good knowledge of the business of the Group. During the audit we reassessed and re-
evaluated audit risks and tailored our approach accordingly.
The audit testing included substantive testing on significant transactions, balances and disclosures, the extent of
which was based on various factors such as our overall assessment of the control environment, the effectiveness
of controls and the management of specific risk.
We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant findings, including any significant deficiencies in internal control that we identify
during the audit.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the Group and Parent Company financial statements
as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This
is not a complete list of all risks identified during our audit. Going concern is a significant key audit matter and is
described above. In arriving at our audit opinion above, the other key audit matters were as follows:
Key audit matters (applicable to the Group)
How our audit addressed the key audit matters
Revenue recognition
The Group recognises revenue for services
and goods provided in the Group’s restaurants
(excluding value added tax and gratuities left
by customers for the benefit of employees)
and is recognised at the point of sale. It should
be ensured that any gratuities left by
customers, which are due to the staff, are not
recognised as revenue.
Service charges/tips are distributed between
those who are eligible via the Tronc system
and through wages. Those eligible for service
charges include all employees who have any
contact with a customer or any form of
influence over revenue growth. Therefore,
some head office staff also receive a share of
service charges.
Revenue is a key driver of the business and is
made up of a high number of individual low
value transactions therefore in respect of
Our audit work included, but was not restricted to:
Performing transaction testing from the nominal
ledger to the source documents on a sample of
sales transactions to test the occurrence and at
the same time test the accuracy of the correct
treatment of the service charges and the Tronc
system.
Test of sales recorded around the financial period
end to determine if recorded in the correct
accounting period to gain assurance on the cut
off assertion.
Documenting our understanding of the systems
and controls around the recording of revenue
and testing the design effectiveness and
implementation of such controls.
We carried out detailed substantive analytical
procedures on sales.
Comptoir Group PLC
Annual Report 2024
30
services provided there is a risk that revenue
is recorded inappropriately relative to the
provision of underlying services.
We therefore identified the risk over the
occurrence assertion relating to revenue
recognition as a significant risk, which was one
of the most significant risks of material
misstatement.
We have assessed whether revenue was
accounted for in accordance with the stated
accounting policy on revenue.
The Group’s accounting policy on revenue recognition is
shown in Significant Accounting Policies for the
consolidated financial statements and related disclosures
are included in note 3.
Key observations
We have not found any issues or errors involving sales and
are therefore satisfied we have assurance over sales
recognition and treatment.
Impairment
of
property,
plant
and
equipment and right-of-use assets
Property, plant and equipment and right-of-
use assets are significant assets on the
Group’s balance sheet with a combined net
book value of £24.1m at 29 December 2024
(31 December 2023: £25.6m (restated)). The
balance is primarily comprised of leasehold
buildings and fixtures, fittings and equipment
to support the Group’s restaurants. The assets
are at risk of potential impairment due to the
Group operating in a competitive industry.
The estimated recoverable amount of these
balances is subjective due to the inherent
uncertainty involved in forecasting and
discounting the related future cash flows.
At each reporting date Management has
undertaken an assessment of the carrying
value of these assets and, where there are
indicators of impairment in accordance with
IAS 36 ‘Impairment of assets’, has carried out
an impairment review by reference to
external market factors and discounted cash
flows in relation to cash generating units that
include these assets.
The assessment was based on the future cash
flows of each site using a discounted cash flow
model (being the ‘value in use’). The higher of
these
amounts, being the recoverable
amount, was then compared to the carrying
value of fixed assets for that restaurant.
We assessed Management’s process for identifying sites
with a potential impairment and the impairment review
process and performed analysis to challenge their
assumptions on impairments and considered the level of
impairments made in the period.
Our audit work included, but was not restricted to, the
following:
•
Evaluating
Management’s
assessment
of
forecasted cash flows site-by site and challenging
Management on significant movements in
forecasted cash flows on a restaurant by
restaurant
basis
compared
to
historic
performance.
•
Testing the accuracy of management’s 2024
forecasts against the actual results.
•
Assessing Management’s forecasted cash flows
that feed into the discounted cash flow model
and challenging assumptions around this with
reference to historic results, market trends and
future expectations and tested mathematical
accuracy.
•
Challenging
the
appropriateness
of
Management’s
assumptions
including
the
growth and discount rates.
•
Assessing the sensitivity of the value in use for
each
restaurant
by
sensitising
the
key
assumptions in the impairment calculation.
•
We held discussions with Management to
challenge the impairments on those restaurants
where: the headroom before impairment was
Comptoir Group PLC
Annual Report 2024
31
Significant
management judgement
and
estimation uncertainty is involved in this area,
where the primary inputs are:
• Estimating cash flow forecasts; and
• Selecting an appropriate discount rate.
This area has been recognised by the Board as
a critical accounting judgement and estimate,
refer to Principal Accounting Policies - Critical
accounting judgements and key sources of
estimation uncertainty and note 11 –
Property, Plant and Equipment. There is also a
risk that Management may unduly influence
the significant judgements and estimates in
respect of the requirement for an impairment
provision.
Given the value of the tangible fixed assets
and the performance of some restaurants
over the period, we consider this to be a
significant risk, which was one of the most
significant risks of material misstatement.
low and the forecast growth in cash flows was
high.
•
Assessing the adequacy of disclosures in the
financial statements against the requirement of
IAS 36 ‘Impairment of assets’.
The Group’s accounting policy on the impairment of
Property, plant and equipment and right-of-use assets is
shown
in
Principal
Accounting
Policies for the
consolidated financial statements and related disclosures
are included in note 11.
Key observations
As a result of our testing, we concluded that impairment
losses of £620k (31 December 2023: £nil) for right-of-use
assets, £324k for property, plant and equipment (31
December 2023: £83k), in respect of two closed
restaurants for the period to be appropriate, and the
valuation of the tangible fixed assets to be accounted for
in accordance with the Group’s accounting policies and
IAS 36 ‘Impairment of assets’.
Recognition and subsequent measurement of
Right-of-use assets and lease liabilities
Right-of-use assets and lease liabilities are
significant assets and liabilities on the Group’s
balance sheet with a carrying amount of
£15.6m at 29 December 2024 (31 December
2023: £18.1m (restated)) and £21.3m (31
December 2023: £22.3m (restated)).
The Group has entered leases arrangements
in respect of the operating leases of the
Group’s restaurants and accounted for it in
accordance with IFRS 16 ‘Leases’.
At the commencement of the leases (the date
the underlying asset is available for use), right-
of-use assets and lease liability are recognised
at the present value of lease payments to be
made over the lease term in accordance with
IFRS 16.
If there is change in the lease term, the lease
liability shall be remeasured by discounting
the revised lease payments using a revised
discount rate.
A degree of judgement is involved in assessing
the lease period (exercise of extension and
Our audit work included, but was not restricted to:
Recalculated the right-of-use asset and lease
liability for each leasehold restaurant as at period
end and operating leases identified had prior
period misstatements.
Agreed the lease terms of all operating leases to
their underlying lease agreements.
Evaluated the discount rate used in the lease
liability calculation and reviewed whether it is in
accordance with IFRS 16. The rate used is based
on the Group’s incremental borrowing rate on
commencement of the lease.
Reviewed whether the overall accounting
treatment is in accordance with IFRS 16.
Reviewed those leases with modifications or rent
reviews and assessed the appropriateness of the
discount rates applied.
Key observations
During the period, it was identified that certain historical
rent increases resulting from indexation or rent review
clauses embedded in the original lease agreements had
Comptoir Group PLC
Annual Report 2024
32
termination options in the operating lease),
and determining the discount rates applied at
initial measurement and reassessment of
revised leases when accounting for right-of-
use assets and lease liabilities in accordance
with IFRS 16, it is considered a high risk area.
been treated incorrectly as lease modifications rather
than remeasurement in accordance with IFRS 16. This led
to an understatement of both the right-of-use assets as
well as the lease liability due to incorrect discount rates
being applied. In addition, the Group’s had not accounted
for the operating lease arrangement of its restaurant in
Southbank in the Group’s financial statements for the
period ended 31 December 2023, despite being executed
and available for use prior to the financial year-end then.
This led to an understatement in both the right-of-use
asset and lease liability as at 31 December 2023 and a
restatement of the comparative balance sheet. The
impact on the income statement in the comparative
period ended 31 December 2023 was however deemed
immaterial.
For details of the above, please refer to Note 1 to the
Group’s consolidated financial statements.
The Group’s accounting policy on right-of-use assets and
lease liability is shown in Principal Accounting Policies for
the consolidated financial statements and related
disclosures are included in notes 11 and 27.
As a result of our testing and subsequent proposed audit
adjustments, we concluded that the valuation of right-of-
use assets and lease liabilities as at 29 December 2024
and restatement of the respective balances as at 31
December 2023 are accounted for in accordance with the
Group’s accounting policies and IFRS 16 ‘Leases’.
Our application of materiality
The scope and focus of our audit was influenced by our assessment and application of materiality. We apply the
concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements
on our audit and on the financial statements.
We define financial statement materiality as the magnitude by which misstatements, including omissions, could
reasonably be expected to influence the economic decisions taken on the basis of the financial statements by
reasonable users.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use
a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly,
misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the
nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their
effect on the financial statements as a whole.
Comptoir Group PLC
Annual Report 2024
33
Group
Parent
Overall materiality
We determined materiality for the
financial statements as a whole to be
£519,000 (31 December 2023: £472,000).
We
have
determined
Parent
Company
materiality
to
be
£286,000 (31 December 2023:
£231,000).
How we determine it
Based on a benchmark of 1.5% of
revenue for the period.
Based on a benchmark of 3% of
gross assets.
Rationale for benchmark
applied
Due to the volatility of profits/losses
before tax, total revenues for the period
has been determined to be the most
appropriate benchmark.
As the company is a holding
company materiality was based on
gross assets, in line with the
previous year’s calculation.
Performance materiality
On the basis of our risk assessment,
together with our assessment of the
Group’s
control
environment,
our
judgement
is
that
performance
materiality for the financial statements
should be 70% of materiality and was set
at
£363,300
(31
December
2023:
£330,400).
Performance materiality for the
Parent Company was set at 70% of
financial statement materiality, for
the same reasons as for the Group,
being £200,200 (31 December
2023: 161,700).
Specific materiality
A lower materiality has been used for
the cash element of Directors’
remuneration, being £2,000.
A lower materiality has been used
for the cash element of Directors’
remuneration, being £2,000.
Reporting threshold
We agreed with the Audit Committee that we would report to them all misstatements over £25,950 (5% of Group
materiality) identified during the audit, as well as differences below that threshold that, in our view, warrant
reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified
when assessing the overall presentation of the financial statements.
Other information
The other information comprises the information included in the annual report other than the financial statements
and our auditors’ report thereon. The Directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a material misstatement in the financial
statements themselves.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Comptoir Group PLC
Annual Report 2024
34
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
the information given in the strategic report and the Directors’ report for the financial period for which
the financial statements are prepared is consistent with the financial statements; and
the strategic report and the Directors’ report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and Parent Company and its environment obtained
in the course of the audit, we have not identified material misstatements in the strategic report or the Directors’
report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires
us to report to you if, in our opinion:
adequate accounting records have not been kept by the Group and Parent Company, or returns adequate
for our audit have not been received from branches not visited by us; or
the Group and Parent Company financial statements are not in agreement with the accounting records
and returns; or
certain disclosures of Directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the statement of Directors’ responsibilities, the Directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such
internal control as the Directors determine is necessary to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Directors either intend to liquidate the group or Parent
Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Comptoir Group PLC
Annual Report 2024
35
Based on our understanding of the Group and Parent Company and the industry in which it operates, we identified
that the principal risks of non-compliance with laws and regulations related to UK Tax Legislation, pension
legislation, employment and health and safety regulations and anti-bribery, corruption and fraud and we
considered the extent to which non-compliance might have a material effect on the financial statements. We also
considered those laws and regulations that have a direct impact on the preparation of the financial statements
such as the Companies Act 2006 and the Quoted Companies Alliance. We evaluated management’s incentives and
opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls),
and determined that the principal risks were related management bias in accounting estimates and inappropriate
journal entries to revenue.
Audit procedures performed included: review of the financial statement disclosures to underlying supporting
documentation, review of legal fees in the period and enquiries of management in so far as they related to the
financial statements, and testing of journals and evaluating whether there was evidence of bias by the Directors
that represented a risk of material misstatement due to fraud.
There are inherent limitations in the audit procedures described above and the further removed non-compliance
with laws and regulations is from the events and transactions reflected in the financial statements, the less likely
we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than
the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example,
forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with part 3 of Chapter 16
of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent Company’s
members those matters we are required to state to them in an auditor’s report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Parent
Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions
we have formed.
James Astley (Senior Statutory Auditor)
For and on behalf of UHY Hacker Young
Chartered Accountants and Statutory Auditor
UHY Hacker Young LLP
4 Thomas More Square
London E1W 1YW
19 May 2025
Comptoir Group PLC
Annual Report 2024
36
Consolidated statement of comprehensive income
For the period ended 29 December 2024
Notes
Period ended 29
December 2024
Period ended 31
December 2023
£’000
£’000
Revenue
3
34,619
31,481
Cost of sales
(6,806)
(6,761)
Gross profit
27,813
24,720
Distribution expenses
(13,975)
(12,625)
Administrative expenses
(14,723)
(12,866)
Other income
3
54
51
Operating loss
4
(831)
(720)
Finance costs
7
(1,245)
(1,019)
Finance income
7
152
94
Loss before tax
(1,924)
(1,645)
Taxation (expense) / credit
8
(19)
46
Loss for the period
(1,943)
(1,599)
Other comprehensive income
-
-
Total comprehensive loss for the period
(1,943)
(1,599)
Basic loss per share (pence)
9
(1.58)
(1.30)
Diluted loss per share (pence)
9
(1.58)
(1.30)
All of the above results are derived from continuing operations. Loss for the period and total comprehensive loss
for the period is entirely attributable to the equity shareholders of the Group.
Comptoir Group PLC
Annual Report 2024
37
Consolidated balance sheet
At 29 December 2024
Notes
29 December
2024
(Restated)*
31 December
2023
£’000
£’000
Assets
Non-current assets
Intangible assets
10
7
7
Property, plant and equipment
11
8,431
7,487
Right-of-use assets
11
15,631
18,063
24,069
25,557
Current assets
Inventories
13
518
521
Trade and other receivables
14
1,367
869
Cash and cash equivalents
5,971
7,049
7,856
8,439
Total assets
31,925
33,996
Liabilities
Current liabilities
Borrowings
16
(600)
(600)
Trade and other payables
15
(6,972)
(5,965)
Lease liabilities
27
(3,082)
(2,565)
(10,654)
(9,130)
Non-current liabilities
Borrowings
16
(400)
(1,000)
Provisions for liabilities
17
(790)
(389)
Lease liabilities
27
(18,193)
(19,744)
Deferred tax liabilities
18
(355)
(226)
(19,738)
(21,359)
Total liabilities
(30,392)
(30,489)
Net assets
1,533
3,507
Equity
Share capital
19
1,227
1,227
Share premium
10,050
10,050
Other reserves
20
145
176
Retained losses
(9,889)
(7,946)
Total equity
1,533
3,507
*Refer to Note 1 for detail regarding the restatement as a result of prior period misstatement.
The financial statements of Comptoir Group PLC (company registration number 07741283) were approved by
the Board of Directors and authorised for issue on 19 May 2025 and were signed on its behalf by:
Richard Kleiner – Chair
Comptoir Group PLC
Annual Report 2024
38
Consolidated statement of changes in equity
For the period ended 29 December 2024
Notes
Share
capital
Share
premium
Other
reserves
Retained
losses
Total
equity
£’000
£’000
£’000
£’000
£’000
At 2 January 2023
1,227
10,050
145
(6,669)
4,753
Correction of Prior Period
Misstatement
1
-
-
-
322
322
Restated Total Equity at the
beginning of the financial year
1,227
10,050
145
(6,347)
5,075
Total comprehensive income
Loss for the period
-
-
-
(1,599)
(1,599)
Transactions with owners
Share-based payments
22
-
-
31
-
31
At 31 December 2023
(Restated*)
1,227
10,050
176
(7,946)
3,507
At 1 January 2024
1,227
10,050
176
(7,946)
3,507
Total comprehensive income
Loss for the period
-
-
-
(1,943)
(1,943)
Transactions with owners
Share-based payments
22
-
-
(31)
-
(31)
At 29 December 2024
1,227
10,050
145
(9,889)
1,533
*Refer to Note 1 for detail regarding the restatement as a result of prior period misstatement.
Comptoir Group PLC
Annual Report 2024
39
Consolidated statement of cash flows
For the period ended 29 December 2024
Notes
Period ended
29 December
2024
Period ended
31 December
2023
£’000
£’000
Operating activities
Cash inflow from operations
23
5,116
2,289
Interest paid
(121)
(137)
Interest received
152
94
Tax refund
110
-
Net cash from operating activities
5,257
2,246
Investing activities
Purchase of property, plant & equipment
11
(2,574)
(1,280)
Net cash used in investing activities
(2,574)
(1,280)
Financing activities
Payment of lease liabilities
27
(4,161)
(3,247)
Lease incentive received
27
1,000
-
Bank loan repayments
24
(600)
(600)
Net cash used in financing activities
(3,761)
(3,847)
Decrease in cash and cash equivalents
(1,078)
(2,881)
Cash and cash equivalents at beginning of period
7,049
9,930
Cash and cash equivalents at end of period
5,971
7,049
Comptoir Group PLC
Annual Report 2024
40
Principal accounting policies for the consolidated
financial statements
For the period ended 29 December 2024
Reporting entity
Comptoir Group Plc (the “Company”) is a company incorporated and registered in England and Wales, with a
company registration number of 07741283. The address of the Company’s registered office is 6th Floor,
Winchester House, 259-269 Old Marylebone Road, London, NW1 5RA. The consolidated financial statements
comprise of the Company and its subsidiaries (together referred to as the “Group”).
Statement of compliance
The consolidated financial statements have been prepared in accordance with UK-adopted International Financial
Reporting Standards and its interpretations adopted by the International Accounting Standards Board (IASB). The
parent company financial statements have been prepared using United Kingdom Accounting Standards including
FRS 102 ‘The financial reporting standard applicable in the UK and Republic of Ireland’ and are set out on pages
77 to 85.
Basis of preparation
These consolidated financial statements for the period ended 29 December 2024 are prepared in accordance with
UK-adopted International Accounting Standards.
The accounting period for the Group runs to the closest Sunday to 31 December each year. The consolidated
financial statements for the current period have been prepared to 29 December 2024 and the comparative period
to 31 December 2023.
The financial statements are presented in Pound Sterling (£), which is both the functional and presentational
currency of the Group and Company. All amounts are rounded to the nearest thousand pounds (£’000), except
where otherwise indicated.
The Group and Parent Company financial statements have been prepared on the historical cost convention as
modified for certain financial instruments, which are stated at fair value. Non-current assets are stated at the
lower of carrying amount and fair value less costs to sell.
Use of non-GAAP profit and loss measures
The Group believes that along with operating profit, the 'Adjusted EBITDA' provides additional guidance to the
statutory measures of the performance of the business during the financial year. Adjusted profit from operations
is calculated by adding back depreciation, amortisation, impairment of assets, finance costs, preopening costs and
certain non-recurring or non-cash items. Adjusted EBITDA is an internal measure used by management as they
believe it better reflects the underlying performance of the Group beyond generally accepted accounting
principles.
Adjusted Net Cash, a non-GAAP measure, is a metric used by the Board to review the capital position of the Group
after adjusting for non-recurring fluctuations to Net Cash. The metric is presented pre IFRS-16 and as such lease
liabilities are not considered an adjustment to net debt.
Comptoir Group PLC
Annual Report 2024
Principal accounting policies for the consolidated
financial statements (continued)
41
Going concern basis
In assessing the going concern position of the Group for the consolidated financial statements for the period ended
29 December 2024, the Directors have considered the Group’s cash flow, liquidity and business activities.
Prevailing market conditions, including cost of living rises & economic uncertainty, and their impact on guest
confidence to spend has been considered as part of the Group's adoption of the going concern basis. Although
trading was impacted over this period, the Group’s underlying trading remained positive, and we’ve continued
with selective investment to continually be able to embrace market growth.
The Group maintains cash & cash equivalents of £6.0m as at the start of the current accounting period, which sets
us apart from many other operators in our sector.
The Directors have considered the current business model, strategies and principal risks and uncertainties. Based
on the Group’s cash flow forecasts and projections, the Board is satisfied that the Group will be able to operate
for the foreseeable future. In making this assessment, the Directors have made a specific analysis of the impact of
current macro-economic uncertainties and global disruption in the middle East as well as the emerging geo-
political situations arising and how they may impact the Company.
The Group’s current cash & cash equivalents balance remain at £6.0m, and the Board believes that the business
has the ability to remain trading for a period of at least 12 months from the date of signing of these financial
statements. These financial statements have therefore been prepared on the going concern basis.
Changes in accounting standards, amendments and interpretations
At the date of authorisation of the consolidated financial statements, the following amendments to Standards and
Interpretations issued by the IASB that are effective for an annual period that begins on or after 1 January 2024.
These have not had any material impact on the amounts reported for the current and prior periods.
Standard or Interpretation
Effective Date
IFRS 16 – Lease Liability in a Sale and Leaseback
1 January 2024
IAS 1 – Non-current Liabilities with Covenants
1 January 2024
IAS 1 – Classification of Liabilities as Current or Non-current
1 January 2024
IAS 7 – Supplier Finance Arrangements
1 January 2024
New and revised Standards and Interpretations in issue but not yet effective
At the date of authorisation of these financial statements, the Group has not early adopted any of the following
amendments to Standards and Interpretations that have been issued but are not yet effective:
Standard or Interpretation
Effective Date
IAS 21 – Lack of Exchangeability
1 January 2025
IFRS 18 – Presentation and Disclosure in Financial Statements
1 January 2027
IFRS 19 – Subsidiaries without Public Accountability: Disclosures
1 January 2027
Comptoir Group PLC
Annual Report 2024
Principal accounting policies for the consolidated
financial statements (continued)
42
As yet, none of these have been endorsed for use in the UK and will not be adopted until such time as endorsement
is confirmed. The Directors do not expect any material impact as a result of adopting standards and amendments
listed above in the financial year they become effective.
Significant accounting policies
The accounting policies set out below have been applied consistently to all periods presented in the historical
consolidated financial statements, unless otherwise indicated.
(a) Basis of consolidation
These financial statements consolidate the financial statements of the Company and all of its subsidiary
undertakings drawn up to 29 December 2024.
Subsidiaries are entities controlled by the Company. Control exists when the Company has the power, directly or
indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In
assessing control, potential voting rights that presently are exercisable or convertible are taken into account,
regardless of management’s intention to exercise that option or warrant. The financial statements of subsidiaries
are included in the consolidated financial statements from the date that control commences until the date the
control ceases.
The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities
incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets
acquired and liabilities and contingent liabilities assumed are measured initially at their fair values at the
acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the
fair value of the identifiable net assets acquired is recorded as goodwill.
All intra-group balances, transactions, income and expenses and profits and losses resulting from intra-group
transactions are eliminated fully on consolidation. The gain or loss on disposal of a subsidiary company is the
difference between net disposals proceeds and the Group's share of its net assets together with any goodwill and
exchange differences.
(b) Foreign currency translation
Functional and presentational currency
Items included in the financial results of each of the Group entities are measured using the currency of the primary
economic environment in which the entities operate (the functional currency). The consolidated financial
statements are presented in Pounds Sterling (“£”) which is the Company’s functional and operational currency.
Comptoir Group PLC
Annual Report 2024
Principal accounting policies for the consolidated
financial statements (continued)
43
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at
the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions
and from the translation at year end exchange rates of monetary assets and financial liabilities denominated in
foreign currencies are recognised in the statement of comprehensive income.
(c) Financial instruments
Financial assets and financial liabilities are measured initially at fair value plus transactions costs. Financial assets
and financial liabilities are measured subsequently as described below.
Financial assets
The Group classifies its financial assets as ‘loans and receivables’. The Group assesses at each balance sheet date
whether there is objective evidence that a financial asset or a group of financial assets is impaired.
Loans and receivables are non-derivative financial assets with fixed and determinable payments that are not
quoted in an active market. They are included in current assets, except for maturities greater than 12 months after
the statement of financial position date, which are classified as non-current assets.
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost
using the effective interest method. The carrying value of trade and other receivables recorded at amortised cost
are reduced by allowances for lifetime estimated credit losses. Estimated future credit losses are first recorded on
the initial recognition of a receivable and are based on the ageing of the receivable balance, historical experience
and forward looking considerations. Balances that are deemed not collectable will be recognised as a loss in the
income statement. When a trade receivable is uncollectable, it is written off against the allowance account for
trade receivables. Subsequent recoveries of amounts previously written off are credited to the statement of
comprehensive income.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or
when the financial asset and all substantial risks and rewards are transferred.
Financial liabilities
The Group’s financial liabilities include trade and other payables. Trade payables are recognised initially at fair
value less transaction costs and subsequently measured at amortised cost using the effective interest method
(“EIR” method). Amortised cost is calculated by taking into account any discount or premium on acquisition and
fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance costs in the statement
of comprehensive Income.
A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Comptoir Group PLC
Annual Report 2024
Principal accounting policies for the consolidated
financial statements (continued)
44
(d) Property, plant and equipment
Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.
Depreciation
Depreciation is charged to the income statement on a reducing balance basis and on a straight-line basis over the
estimated useful lives of corresponding items of property, plant and equipment:
Land and buildings Leasehold
Over the length of the lease
Plant and machinery
15% on reducing balance
Fixture, fittings and equipment
10% on reducing balance
The carrying values of plant and equipment are reviewed at each reporting date to determine whether there are
any indications of impairment. If any such indication exists, the assets are tested for impairment to estimate the
assets' recoverable amounts. Any impairment losses are recognised in the Statement of Comprehensive Income.
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of financial
position date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount
and are recognised within the Statement of Comprehensive Income.
(e) Intangible assets – Goodwill
All business combinations are accounted for by applying the acquisition method. Goodwill represents amounts
arising on acquisition of subsidiaries, associates and joint ventures. Goodwill represents the difference between
the cost of the acquisition and the fair value of the net identifiable assets acquired.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash generating units
and is formally tested for impairment annually, thus is not amortised. Any excess of fair value of net assets over
consideration on acquisition are recognised directly in the income statement.
(f) Inventories
Inventories are stated at the lower of costs and net realisable value. Cost comprises direct materials, and those
direct overheads that have been incurred in bringing the inventories to their present location and condition.
Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred
in marketing, selling and distribution.
(g) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, cash at bank, deposits held at call with banks and other short-
term highly liquid investments with original maturities of three months or less. Bank overdrafts that are repayable
on demand are included within borrowings in current liabilities on the balance sheet.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as
defined above, net of outstanding bank overdrafts.
Comptoir Group PLC
Annual Report 2024
Principal accounting policies for the consolidated
financial statements (continued)
45
(h) Share-based payments
The Group’s share option programme allows Group employees to acquire shares of the Company and all options
are equity-settled. The fair value of options granted is recognised as an employee expense with a corresponding
increase in equity. The fair value is measured at grant date and spread over the period during which the employees
become unconditionally entitled to the options. The fair value of the options granted is measured using the Black-
Scholes model, taking into account the terms and conditions upon which the options were granted. The amount
recognised as an expense is adjusted to reflect the actual number of share options that vest.
(i) Provisions for liabilities
A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a
result of a past event, and it is probable that an outflow of economic benefits will be required to settle the
obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present
obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the
obligation. Where the effect of the time value of money is material, the amount expected to be required to settle
the obligation is recognised at present value using a pre-tax discount rate. The unwinding of the discount is
recognised as a finance cost in the income statement in the period it arises.
(j) Deferred tax and current tax
Current income tax assets and liabilities for the current period are measured at the amount expected to be
recovered or paid to the taxation authorities. A provision is made for corporation tax for the reporting period using
the tax rates that have been substantially enacted for the company at the reporting date.
Current income tax relating to items recognised directly in equity is recognised in equity and not in the Statement
of Comprehensive Income.
Deferred income tax is provided in full on a non-discounted basis, using the liability method, on temporary
differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated
financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or
substantially enacted by the statement of financial position date and are expected to apply when the related
deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be
available against which the temporary differences can be utilised.
Comptoir Group PLC
Annual Report 2024
Principal accounting policies for the consolidated
financial statements (continued)
46
(k) Leases
Right-of-use assets
Right-of-use assets are recognised at the commencement date of the lease (i.e., the date the underlying asset is
available for use). Initially, right-of-use assets are measured at cost, less any accumulated depreciation and
impairment losses and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes
the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the
commencement date less any lease incentives received. Subsequently, right-of-use assets are depreciated on a
straight-line basis over the shorter of its estimated useful life and the lease term.
Lease liabilities
At the commencement date of the lease, the lease liabilities recognised are measured at the present value of lease
payments to be made over the lease term. The lease payments include fixed payments less any lease incentives
receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under
residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably
certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects
the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a
rate are recognised as an expense in the period on which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group used the incremental borrowing rate at the lease
commencement.
After the commencement date, the amount of lease liabilities is increased to account for interest and reduced for
the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a
modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the
assessment to purchase the underlying asset.
The Group elected to apply the practical expedient in relation to amendments to IFRS 16: Covid-19 Related Rent
Concessions. This allows a lessee to account for any changes to their lease payments due to the effects of Covid-
19 in the Statement of Comprehensive Income rather than be treated as a lease modification.
The practical expedient was applied consistently to all lease contracts with similar characteristics and in similar
circumstances. A resulting credit will be recognised as income in the profit and loss for the reporting period
reflecting the changes in lease payments arising from the application of this practical expedient.
Comptoir Group PLC
Annual Report 2024
Principal accounting policies for the consolidated
financial statements (continued)
47
(l) Employee benefits
Short term employee benefits
Wages, salaries, paid annual leave, paid sick leave and bonuses are recognised as an expense in the period in which
the associated services are rendered by employees.
The Group recognises an accrual for annual holiday pay accrued by employees as a result of services rendered in
the current period, and which employees are entitled to carry forward and use within 12 months. The accrual is
measured at the salary cost payable for the period of absence.
Pensions and other post-employment benefits
The Group pays monthly contributions to defined contribution pension plans. The legal or constructive obligation
of the Group is limited to the amount that they agree to contribute to the plan. The contributions to the plan are
charged to the Statement of Comprehensive Income in the period to which they relate.
Termination benefits are recognised immediately as an expense when the Group is demonstrably committed to
terminate the employment of an employee or to provide termination benefits.
(m) Revenue
Revenue represents amounts received and receivable for services and goods provided (excluding value added tax
and discounts) and is recognised at the point of sale. Revenue is recognised to the extent that it is probable that
the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue excludes
amounts collected as gratuities and service charge.
Franchise fees are received from the Group's role as franchisor in the UK and Middle East. Revenue comprises
ongoing royalties based on the sales results of the franchisee and up-front initial site fees.
(n) Expenses
Variable lease payments
Variable lease payments that do not depend on an index or rate and are not in-substance fixed payments, such as
rental expenses payable based on the percentage of sales made in the period, are not included in the initial
measurement of the lease liability. These payments are recognised in the income statement in the period in which
the event or condition that triggers those payments occurs.
Opening expenses
Property rentals and related costs incurred up to the date of opening of a new restaurant are written off to the
income statement in the period in which they are incurred. Promotional and training costs are written off to the
income statement in the period in which they are incurred.
Comptoir Group PLC
Annual Report 2024
Principal accounting policies for the consolidated
financial statements (continued)
48
Financial expenses
Financial expenses comprise of interest payable on bank loans, hire purchase liabilities and other financial costs
and charges. Interest payable is recognised on an accrual basis.
(o) Ordinary share capital
Ordinary shares are classified as equity. Costs directly attributable to the increase of new shares or options are
shown in equity as a deduction from the proceeds.
(p) Dividend policy
In accordance with IAS 10 'Events after the Balance Sheet Date', dividends declared after the balance sheet date
are not recognised as a liability at that balance sheet date and are recognised in the financial statements when
they have received approval by shareholders. Unpaid dividends that are not approved are disclosed in the notes
to the consolidated financial statements.
(q) Commercial discount policy
Commercial discounts represent a reduction in cost of goods and services in accordance with negotiated supplier
contracts, the majority of which are based on purchase volumes. Commercial discounts are recognised in the
period in which they are earned and to the extent that any variable targets have been achieved in that financial
period. Costs associated with commercial discounts are recognised in the period in which they are incurred.
(r) Operating segments
An operating segment is a component of an entity that engages in business activities from which it may earn
revenues and incur expenses (including revenue and expenses related to transactions with other components of
the same entity), whose operating results are regularly reviewed by the entity’s Chief Operating Decision Maker
to make decisions about resources to be allocated to the segment and assess its performance, and for which
discrete financial information is available. The Chief Operating Decision Maker has been identified as the Board of
Executive Directors, at which level strategic decisions are made.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements in conformity with UK-adopted IFRS requires management to make
judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and
liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and
various other factors that are believed to be reasonable under the circumstances, the results of which form the
basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from
other sources. The resulting accounting estimates may differ from the related actual results.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period
of the revision and future periods if the revision affects both current and future periods.
Comptoir Group PLC
Annual Report 2024
Principal accounting policies for the consolidated
financial statements (continued)
49
In the process of applying the Group's accounting policies, management has made a number of judgments and
estimations of which the following are the most significant. The estimates and assumptions that have a risk of
causing material adjustment to the carrying amounts of assets and liabilities within the future financial years are
as follows:
Depreciation, useful lives and residual values of property, plant & equipment
The Directors estimate the useful lives and residual values of property, plant & equipment in order to calculate
the depreciation charges. Changes in these estimates could result in changes being required to the annual
depreciation charges in the statement of comprehensive incomes and the carrying values of the property, plant &
equipment in the balance sheet.
Impairment of assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any
such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate
of the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generating
unit's fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset
does not generate cash inflows that are largely independent of those from other assets or groups of assets.
Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is
written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted
to their present value of money and the risks specific to the asset. Impairment losses of continuing operations are
recognised in the profit or loss in those expense categories consistent with the function of the impaired asset.
Leases
At the commencement date of property leases the lease liability is calculated by discounting the lease payments.
The discount rate used should be the interest rate implicit in the lease. However, if that rate cannot be readily
determined, which is generally the case for property leases, the lessee’s incremental borrowing rate is used, being
the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar
value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
The discount rate originally applied to the Group’s leases under the portfolio approach was 4%. Where there have
been modifications to leases since the first application of IFRS 16 the discount rate has been updated in line with
the incremental cost of borrowing and ranges between 2.6% to 7.75%.
Comptoir Group PLC
Annual Report 2024
Principal accounting policies for the consolidated
financial statements (continued)
50
Deferred tax assets
Historically, deferred tax assets had been recognised in respect of the total unutilised tax losses within the Group.
A condition of recognising this amount depended on the extent that it was probable that future taxable profits
will be available.
Share based payments
The charge for share-based payments is calculated according to the methodology described in note 22. The Black-
Scholes model requires subjective assumptions to be made including the volatility of the Company’s share price,
fair value of the shares and the risk free interest rates.
Dilapidations
Provisions for leasehold property dilapidation repairs are recognised when the Group has a present obligation to
carry out dilapidation work on the leasehold premises before the property is vacated. The amount recognised as
a provision is the best estimate of the costs required to carry out the dilapidations work and is spread over the
expected period of the tenancy.
Comptoir Group PLC
Annual Report 2024
51
Notes to the consolidated financial statements
For the period ended 29 December 2024
1.
Correction of material prior period misstatements in accounting for leases & fixed assets
In December 2024, it came to light that certain historical rent increases resulting from indexation or rent review
clauses embedded in the original lease agreements had not been correctly factored into the IFRS 16 calculation
models. On further review of historical adjustments made when rent reviews on other leases had occurred, it
was discovered that these adjustments were treated as lease modifications rather than remeasurements of the
lease liability. As a result, the incremental borrowing rate was incorrectly adjusted at the date of the review or
indexation. This led to an understatement of both the right-of-use assets as well as the lease liability and
required an adjustment back to the original rate. This has required an adjustment to the brought forward Right-
of-use asset, lease liability and opening reserves as at 2 January 2023.
In addition to the two points above, the Group’s leasehold site in Southbank was omitted from the financial
statements in the prior period, despite being executed and available for use prior to the financial year-end. The
cumulative misstatement across the Group’s leases impacted was an understatement in both the Right-of-use
asset and lease liability in historical years, however there was no material impact to the income statement in the
comparative period ended 31 December 2023.
Finally, historical adjustments have been made as part of the consolidation process to align the impairment
recognised using IFRS principles, versus impairment recognised using FRS-102 principles which are the basis of
preparation for the subsidiary’s financial statements. Upon review by management, it was discovered that there
were carried forward adjustments in the consolidated accounts for impairment on sites which had already
closed, and for which the assets had already been disposed of. The impact of the prior period error was an
understatement in property, plant and equipment and corresponding understatement in brought forward
accumulated losses.
The errors outlined above have been corrected by restating each of the affected financial statement line items
for the prior periods as follows. The errors did not result in material prior period profit and loss misstatements
and as such no comparison to previously released results has been presented.
Notes
Period ended
29 December
2024
Period ended
31 December
2023
Increase /
(Decrease) as a
result of
restatement
Period ended
31 December
2023
(Restated)
£’000
£’000
£’000
£’000
Balance Sheet (Extract)
Property, Plant & Equipment
11
8,431
6,772
715
7,487
Right-of-Use Assets
11
15,631
13,009
5,054
18,063
Trade & Other Receivables
14
1,367
1,344
(475)
869
Lease Liabilities (Current)
27
(3,082)
(2,159)
(406)
(2,565)
Lease Liabilities (Non-
Current)
27
(18,193)
(15,178)
(4,566)
(19,744)
Net Assets
1,533
3,185
322
3,507
Accumulated Losses
(9,889)
(8,268)
322
(7,946)
Total Equity
1,533
3,185
322
3,507
Comptoir Group PLC
Annual Report 2024
Notes to the consolidated financial statements (continued)
52
2.
Segmental analysis
The Group has only one operating segment being: the operation of restaurants with Lebanese and Middle Eastern
Offerings and one geographical segment being the United Kingdom. The Group’s brands meet the aggregation
criteria set out in paragraph 22 of IFRS 8 ‘Operating Segments’ and as such the Group reports the business as one
reportable segment.
None of the Group’s customers individually contribute over 10% of the total revenues.
3.
Revenue
29 December
2024
31 December
2023
£’000
£’000
Income for the period consists of the following:
Revenue from continuing operations
34,619
31,481
Other income not included within revenue in the income statement:
Supplier rebates
54
51
54
51
Total income for the period
34,673
31,532
4.
Group operating loss
29 December
2024
31 December
2023
£’000
£’000
This is stated after charging/(crediting):
Variable lease charges* (see note 27)
368
652
Rent concessions (see note 27)
-
(21)
Share-based payments (credit) / expense (see note 22)
(31)
31
Depreciation of property, plant and equipment (see note 11)
1,304
1,125
Depreciation of right-of-use assets (see note 11)
2,818
2,204
Impairment of assets (see note 10 & 11)
944
107
Loss on disposal of fixed assets
-
9
Auditors’ remuneration (see note 5)
111
105
Exceptional legal and professional fees**
188
101
Other exceptional items***
(192)
-
Pre-opening & closing site costs****
572
243
Comptoir Group PLC
Annual Report 2024
Notes to the consolidated financial statements (continued)
53
4. Group operating loss (continued)
*Variable lease charges relate to additional rental expenses payable based on selected sites achieving a certain
level of turnover for the year.
**Exceptional Legal & Professional Fees related to payments and associated fees for one off recruitment fees for
senior leadership roles and contract consultancy services.
29 December
2024
31 December
2023
£’000
£’000
One-off recruitment costs
72
78
Consultancy services
92
-
Other
24
23
Total Exceptional Legal & Professional Fees
188
101
*** Other exceptional items relate to the release of the payroll underpayment provision recognised in prior years.
Refer to Note 17 for further information.
****For the initial trading period following opening of a new restaurant, the performance of that restaurant will
be lower than that achieved by other, similar mature restaurants. The difference in this performance, which is
calculated by reference to gross profit margins amongst other key metrics is quantified and included within
opening costs. The breakdown of opening costs, between pre-opening costs and certain post-opening costs is
shown below.
The company also incurs certain operating costs after a site has been closed, such as labour costs involved in the
exit, post-exit utilities and any additional make-good requirements under the lease. The total site closing costs is
shown below.
29 December
2024
31 December
2023
£’000
£’000
Pre-opening costs
323
166
Closing site costs
249
77
572
243
Comptoir Group PLC
Annual Report 2024
Notes to the consolidated financial statements (continued)
54
5.
Auditors’ remuneration
29 December
2024
31 December
2023
£’000
£’000
Auditors’ remuneration:
Fees payable to Company’s auditor for the audit of its annual accounts
33
31
Other fees to the Company’s auditors
The audit of the Company’s subsidiaries
78
74
Total audit fees
111
105
Review of the half-year accounts
-
-
Total non-audit fees
-
-
Total auditors’ remuneration
111
105
6.
Staff costs and numbers
29 December
2024
31 December
2023
£’000
£’000
(a) Staff costs (including directors):
Wages and salaries:
Kitchen, floor and management wages
12,923
11,301
Apprentice Levy
50
45
Other costs:
Social security costs
1,046
886
Share-based payments (note 22)
(31)
31
Pension costs (note 21)
178
161
Total staff costs
14,166
12,424
(b) Staff numbers (including directors):
Number
Number
Kitchen and floor staff
460
475
Management staff
133
134
Total number of staff
593
609
Comptoir Group PLC
Annual Report 2024
Notes to the consolidated financial statements (continued)
55
6. Staff costs and numbers (continued)
(c) Directors’ remuneration:
29 December
2024
31 December
2023
£’000
£’000
Emoluments
530
591
Fair value of equity settled share-based payments granted during the
year*
80
60
Money purchase (and other) pension contributions
3
4
Non-Executive directors’ fees
131
111
Total directors’ costs
744
766
Directors’ remuneration disclosed above include the following amounts to the highest paid director still in
office at the end of the period:
29 December
2024
31 December
2023
£’000
£’000
Emoluments
254
240
Fair value of equity settled share-based payments granted during the
year*
23
60
Money purchase (and other) pension contributions
1
1
*Share-based payments represent the grant date fair value of any options or rights granted to directors during
the financial year. This may differ to the amounts reflected in the statement of profit and loss, given vesting
periods, probabilities of vesting and other conditions of the option or rights issues, as well as the cumulative
impact of historical rights or option issues. Refer to Note 22 for further details.
Further details on Directors’ emoluments and the executive pension schemes are given in the Directors’ report.
7. Net finance costs
29 December
2024
31 December
2023
£’000
£’000
Finance costs:
Interest on bank loans and overdraft
(121)
(137)
Interest on lease liabilities
(1,124)
(882)
(1,245)
(1,019)
Finance income:
Bank interest received
152
94
152
94
Net finance costs
(1,093)
(925)
Comptoir Group PLC
Annual Report 2024
Notes to the consolidated financial statements (continued)
56
8.
Taxation
(a) Analysis of charge in the period:
29 December
2024
31 December
2023
£’000
£’000
Current tax:
UK corporation tax on the loss for the period
-
-
Adjustments in respect of previous periods
(110)
-
Deferred tax:
Origination and reversal of temporary differences
112
352
Tax losses carried forward
17
(398)
Total tax charge / (credit) for the period
19
(46)
(b) Factors affecting the tax charge for the period:
The tax charged for the period varies from the standard rate of corporation tax in the UK due to the following
factors:
29 December
2024
31 December
2023
£’000
£’000
Loss before tax
(1,924)
(1,645)
Expected tax credit based on the standard rate of corporation tax in the
UK of 25% (2023: 23.5%)
(481)
(387)
Effects of:
Depreciation on non-qualifying assets
(36)
(45)
Expenses not deductible for tax purposes
203
53
Adjustments in respect of previous tax periods
(110)
-
Tax losses utilised
(17)
-
Unutilised losses carried forward
331
305
Effect of change in corporation tax rate
-
74
Movements in respect of deferred tax
129
(46)
Total tax charge / (credit) for the period
19
(46)
The Group has carried forward tax losses of £4,031,439 as at 29 December 2024 (31 December 2023: £2,546,922).
Comptoir Group PLC
Annual Report 2024
Notes to the consolidated financial statements (continued)
57
9. Loss per share
The basic and diluted loss per share figures are set out below:
29 December
2024
31 December
2023
£’000
£’000
Loss attributable to shareholders
(1,943)
(1,599)
Weighted average number of shares (‘000)
For basic earnings per share
122,667
122,667
Adjustment for options outstanding
832
267
For diluted earnings per share
123,499
122,934
Pence per
share
Pence per
share
Loss per share:
Basic (pence)
From loss for the period
(1.58)
(1.30)
Diluted (pence)
From loss for the period
(1.58)
(1.30)
Further details of the share options that could potentially dilute basic earnings per share in the future are provided
in note 22.
Diluted earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders by the
weighted average number of shares and ‘in the money’ share options in issue. Share options are classified as ‘in
the money’ if their exercise price is lower than the average share price for the period.
As required by IAS 33 ‘Earnings Per Share’, this calculation assumes that the proceeds receivable from the exercise
of ‘in the money’ options would be used to purchase shares in the open market in order to reduce the number of
new shares that would need to be issued. Shares that were ‘in the money’ as at 29 December 2024 were included
as an adjustment to reflect the diluted number of options at this date.
Comptoir Group PLC
Annual Report 2024
Notes to the consolidated financial statements (continued)
58
10. Intangible assets
Goodwill
Total
£’000
£’000
Cost
At 2 January 2023
90
90
At 31 December 2023
90
90
Accumulated amortisation and impairment
At 2 January 2023
(61)
(61)
Impairments
(22)
(22)
At 31 December 2023
(83)
(83)
Net Book Value as at 2 January 2023
29
29
Net Book Value as at 31 December 2023
7
7
Goodwill
Total
£’000
£’000
Cost
At 1 January 2024
90
90
At 29 December 2024
90
90
Accumulated amortisation and impairment
At 1 January 2024
(83)
(83)
Impairments
-
-
At 29 December 2024
(83)
(83)
Net Book Value as at 31 December 2023
7
7
Net Book Value as at 29 December 2024
7
7
Goodwill arising on business combinations is not amortised but is subject to an impairment test annually which
compares the goodwill’s ‘value in use’ to its carrying value. During the period, an impairment of £nil (31 December
2023: £21,850) was considered necessary in respect of goodwill.
Comptoir Group PLC
Annual Report 2024
Notes to the consolidated financial statements (continued)
59
11. Property, plant and equipment
Group
Right-of
use Assets
Leasehold
Land and
buildings
Plant and
machinery
Fixture,
fittings &
equipment
Motor
Vehicles
Total
£’000
£’000
£’000
£’000
£’000
£’000
Cost
At 2 January 2023
28,597
10,371
5,093
2,991
38
47,090
Correction of Prior Period
Misstatement
(634)
(8)
(51)
51
-
(642)
At 2 January 2023 (Restated*)
27,963
10,363
5,042
3,042
38
46,448
Additions (Restated*)
4,558
64
455
761
-
5,838
Disposals (Restated*)
-
(382)
(123)
(43)
-
(548)
Remeasurements (Restated*)
446
-
-
-
-
446
Modifications (Restated*)
-
-
-
-
-
-
At 31 December 2023 (Restated*)
32,967
10,045
5,374
3,760
38
52,184
Accumulated depreciation and
impairment
At 2 January 2023
(14,893)
(6,820)
(3,237)
(1,717)
(11)
(26,678)
Correction of Prior Period
Misstatement
2,195
506
73
145
-
2,919
At 2 January 2023 (Restated*)
(12,698)
(6,314)
(3,164)
(1,572)
(11)
(23,759)
Depreciation during the period
(2,204)
(612)
(324)
(183)
(6)
(3,329)
Disposals during the period
(Restated*)
-
373
123
43
-
539
Impairment during the period
(2)
-
(43)
(40)
-
(85)
At 31 December 2023 (Restated*)
(14,904)
(6,553)
(3,408)
(1,752)
(17)
(26,634)
Comptoir Group PLC
Annual Report 2024
Notes to the consolidated financial statements (continued)
60
11. Property, plant and equipment (continued)
Group
Right-of
use Assets
Leasehold
Land and
buildings
Plant and
machinery
Fixture,
fittings &
equipment
Motor
Vehicles
Total
£’000
£’000
£’000
£’000
£’000
£’000
Cost
At 31 December 2023
30,108
10,352
5,548
3,752
38
49,798
Correction of Prior Period
Misstatement
2,859
(307)
(174)
8
-
2,386
At 1 January 2024 (Restated*)
32,967
10,045
5,374
3,760
38
52,184
Additions
1,327
1,278
286
1,008
-
3,899
Disposals
(374)
(70)
(132)
(74)
-
(650)
Remeasurements
110
-
-
-
-
110
Modifications
(431)
-
-
-
-
(431)
At 29 December 2024
33,599
11,253
5,528
4,694
38
55,112
Accumulated depreciation and
impairment
At 31 December 2023
(17,098)
(7,358)
(3,604)
(1,940)
(17)
(30,017)
Correction of Prior Period
Misstatement
2,194
805
196
188
-
3,383
At 1 January 2024 (Restated*)
(14,904)
(6,553)
(3,408)
(1,752)
(17)
(26,634)
Depreciation during the period
(2,818)
(687)
(342)
(271)
(4)
(4,122)
Disposals during the period
374
70
132
74
-
650
Impairment during the period
(620)
(126)
(107)
(91)
-
(944)
At 29 December 2024
(17,968)
(7,296)
(3,725)
(2,040)
(21)
(31,050)
Net Book Value as at 31 December
2023 (Restated*)
18,063
3,492
1,966
2,008
21
25,550
Net Book Value as at 29 December
2024
15,631
3,957
1,803
2,654
17
24,062
Comptoir Group PLC
Annual Report 2024
Notes to the consolidated financial statements (continued)
61
11. Property, plant and equipment (continued)
Restatement of prior year balances
As disclosed in Note 1, management in the current year identified a number of material prior period errors in the
accounting for both right-of-use assets and property, plant and equipment. Prior period balances have been
restated and the cumulative impact on opening accumulated losses has been adjusted for in the comparative
results. The impact of the historical misstatements on the prior periods income statement was not material and
as such no adjustments to 2023 loss for the year have been made.
Refer to Note 1 for full details of the restatement including adjusted balance sheet and qualitative details of the
errors.
Impairment testing
The right-of-use assets relates to one class of underlying assets, being the property leases entered into for various
restaurants. At each reporting date the Group considers any indication of impairment to the carrying value of its
property, plant and equipment. The assessment is based on expected future cash flows and value-in-use
calculations are performed annually and at each reporting date and is carried out on each restaurant as these are
separate ‘cash generating units’ (CGU). Value-in-use was calculated as the net present value of the projected risk-
adjusted post-tax cash flows plus a terminal value of the CGU. A pre-tax discount rate was applied to calculate the
net present value of pre-tax cash flows. The discount rate was calculated using a market participant weighted
average cost of capital. A single rate has been used for all restaurants as management believe the risks to be the
same for all restaurants.
The recoverable amount of each CGU has been calculated with reference to its value-in-use. The key assumptions
of this calculation are shown below:
Sales growth
2%-5% depending on the restaurants forecasted growth & remaining term
Discount rate
4.3%
Number of years projected
Four years followed by a terminal value based on the remaining lease term
Terminal growth rate
1.5%-2%
The projected sales growth was based on the Group's latest forecasts at the time of review. The key assumptions
in the cashflow pertain to revenue growth. Management have determined that growth based on industry average
growth rates and actuals achieved historically are the best indication of growth going forward. Management has
also performed sensitivity analysis on sales inputs to the model and noted no material sensitivities in the model.
Impairment recognised
During December 2024, the Company announced internally the intentions to close the Kenza site, effective 31
December 2024. The site ceased trading on this date and the recoverable amount of the assets of the CGU,
comprising the right-of-use asset and associated fit-out assets, has been assessed to be £nil. The CGU has been
fully written down at 29 December 2024. Refer to Note 29 for further details.
Subsequent to year-end, the Group closed its Comptoir Libanais site in Bluewater. The site was reviewed for
impairment at 29 December and the recoverable amount of the CGU, comprising minor fit-out assets and the
remaining right-of-use asset, was assessed to be £nil.
Based on the review, an impairment charge of £944,221 (31 December 2023: £85,466) was recorded for the year.
Comptoir Group PLC
Annual Report 2024
Notes to the consolidated financial statements (continued)
62
12. Subsidiaries
The subsidiaries of Comptoir Group Plc, all of which have been included in these consolidated financial statements,
are as follows:
Name
Country of incorporation and
principal place of business
Proportion of ownership
interest as at period end
2024**
2023
Timerest Limited
England & Wales
100%
100%
Chabane Limited*
England & Wales
100%
100%
Comptoir Franchise Limited
England & Wales
100%
100%
Shawa Group Limited*
England & Wales
100%
100%
Shawa Bluewater Limited*
England & Wales
100%
100%
Shawa Limited
England & Wales
100%
100%
Shawa Westfield Limited*
England & Wales
100%
100%
Shawa Rupert Street Limited*
England & Wales
100%
100%
Comptoir Stratford Limited*
England & Wales
100%
100%
Comptoir South Ken Limited*
England & Wales
100%
100%
Comptoir Soho Limited*
England & Wales
100%
100%
Comptoir Central Production Limited*
England & Wales
100%
100%
Comptoir Westfield London Limited*
England & Wales
100%
100%
Levant Restaurants Group Limited*
England & Wales
100%
100%
Comptoir Chelsea Limited*
England & Wales
100%
100%
Comptoir Bluewater Limited*
England & Wales
100%
100%
Comptoir Wigmore Limited*
England & Wales
100%
100%
Comptoir Kingston Limited*
England & Wales
100%
100%
Comptoir Broadgate Limited*
England & Wales
100%
100%
Comptoir Manchester Limited*
England & Wales
100%
100%
Comptoir Restaurants Limited
England & Wales
100%
100%
Comptoir Leeds Limited*
England & Wales
100%
100%
Comptoir Oxford Street Limited*
England & Wales
100%
100%
Comptoir I.P. Limited*
England & Wales
100%
100%
Comptoir Reading Limited*
England & Wales
100%
100%
Comptoir Bath Limited*
England & Wales
100%
100%
Comptoir Exeter Limited*
England & Wales
100%
100%
Yalla Yalla Restaurants Limited
England & Wales
100%
100%
Comptoir Haymarket Ltd*
England & Wales
100%
100%
Comptoir Oxford Limited*
England & Wales
100%
100%
*Dormant companies
** 52 weeks ending 29 December 2024
The registered office address for all subsidiaries is 6th Floor, Winchester House, 259-269 Old Marylebone Road,
London, United Kingdom, NW1 5RA.
Comptoir Group PLC
Annual Report 2024
Notes to the consolidated financial statements (continued)
63
13. Inventories
29 December
2024
31 December
2023
£’000
£’000
Finished goods and goods for resale
598
521
Less: Provision for stock obsolescence
(80)
-
Total inventories
518
521
14. Trade and other receivables
29 December
2024
31 December
2023
(Restated*)
£’000
£’000
Trade receivables
337
421
Other receivables
488
63
Prepayments and accrued income
542
385
Total trade and other receivables
1,367
869
Restatement of prior year balances
As disclosed in Note 1, management in the current year identified a number of material prior period errors in the
accounting for both right-of-use assets and property, plant and equipment. A lease premium paid relating to the
Group’s leasehold site in Southbank had been classified as a prepayment in the prior year. The restatement of the
prior period results has resulted in a reduction in prepayments for the amount of the lease premium paid, now
accounted for under IFRS 16 as part of the right-of-use asset.
Refer to Note 1 for full details of the restatement including adjusted balance sheet and qualitative details of the
errors.
15. Trade and other payables
29 December
2024
31 December
2023
£’000
£’000
Trade payables
3,205
1,959
Accruals
2,241
2,600
Other taxation and social security
1,392
1,276
Other payables
134
130
Total trade and other payables
6,972
5,965
Comptoir Group PLC
Annual Report 2024
Notes to the consolidated financial statements (continued)
64
16. Borrowings
29 December
2024
31 December
2023
Amounts falling due within one year:
£’000
£’000
Bank loans
600
600
Total borrowings
600
600
Amounts falling due after more than one year:
Bank loans
400
1,000
Total borrowings
400
1,000
The bank loan relates to a £3m Coronavirus Business Interruption Loan Scheme (“CBILS”) loan.
The CBILS loan is secured by way of fixed charges over the assets of various Group companies. The CBIL loan of
£1,000,000 (31 December 2023: £1,600,000) represent amounts repayable within one year of £600,000 (31
December 2023: £600,000) and £400,000 (31 December 2023: £1,000,000) repayable in more than one year. The
bank loan has a six-year term with maturity date in 2026. The loan has an initial interest free period of 12 months
followed by a rate of interest of 2.5% over the Bank base rate.
17. Provisions for liabilities
29 December
2024
31 December
2023
£’000
£’000
Provisions for leasehold property dilapidations
440
197
Provision for restructuring
350
-
Provisions for payroll pension costs
-
192
Total provisions
790
389
Movements on provisions:
£’000
£’000
At beginning of period
389
362
Provision in the period (net of releases)
401
27
At end of period
790
389
Comptoir Group PLC
Annual Report 2024
Notes to the consolidated financial statements (continued)
65
17. Provisions for liabilities (continued)
Provisions for leasehold property dilapidation repairs are recognised when the Group has a present obligation to
carry out dilapidation repair work on the leasehold premises before the property is vacated. The amount
recognised as a provision is the best estimate of the costs required to carry out the dilapidations work and is
spread over the expected period of the tenancy.
The payroll provision in the prior year relates to a one-off provision as a result of a review of the current pension
scheme in place as part of a planned transition to Payroll Bureau services. Management has assessed that it is no
longer probable that an outflow of resources will be required to settle the obligation and as such have released
the provision recognised in prior periods. Refer to Note 31 for further details.
The restructure provision represents the expected costs associated with an announced site closure which was
communicated prior to the financial year-end but not expected to be settled until after the financial year-end. The
amount recognised as a provision is the best estimate of the direct costs associated with the closure including site
restoration costs and associated redundancies. Refer to Note 29 for further details.
18. Deferred taxation
Deferred tax assets and liabilities are offset where the Group or Company has a legally enforceable right to do so.
The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
Group
Liabilities
Liabilities
Assets
Assets
29 December
2024
31 December
2023
29 December
2024
31 December
2023
£’000
£’000
£’000
£’000
Accelerated capital allowances
(816)
(708)
-
-
Tax losses
-
-
461
478
Share-based payments
-
-
-
4
(816)
(708)
461
482
Movements in the period:
29 December
2024
31 December
2023
£’000
£’000
Net liability at 1 January
226
272
Charge / (credit) to Statement of Comprehensive Income (note 8)
129
(46)
Net liability at end of period
355
226
The deferred tax liability set out above is related to accelerated capital allowances and will reverse over the period
that the fixed assets to which it relates are depreciated. The deferred tax asset on tax losses has been recognised
as management expect that there will be sufficient profits available in future to utilise against this amount.
Comptoir Group PLC
Annual Report 2024
Notes to the consolidated financial statements (continued)
66
19. Share capital
Authorised, issued and fully paid
Number of 1p shares
29 December
2024
31 December
2023
Brought forward
122,666,667
122,666,667
At the end of the period
122,666,667
122,666,667
Nominal value
29 December
2024
31 December
2023
£’000
£’000
Brought forward
1,227
1,227
At the end of the period
1,227
1,227
20. Other reserves
The other reserves amount of £145,006 (31 December 2023: £175,640) on the balance sheet reflects the credit to
equity made in respect of the charge for share-based payments made through the income statement and the
purchase of shares in the market in order to satisfy the vesting of existing and future share awards under the Long-
Term Incentive Plan. For further details, refer to note 22.
21. Retirement benefit schemes
Defined contribution schemes
29 December
2024
31 December
2023
£’000
£’000
Charge to profit and loss
178
161
A defined contribution scheme is operated for all qualifying employees. The assets of the scheme are held
separately from those of the Group in an independently administered fund.
Comptoir Group PLC
Annual Report 2024
Notes to the consolidated financial statements (continued)
67
22. Share-based payments
Equity-settled share-based payments
On 4 July 2018, the Group established a Company Share Option Plan (“CSOP”) under which 4,890,000 share
options were granted to key employees. On the same day, the options which had been granted under the Group’s
existing EMI share option scheme were cancelled. The CSOP scheme includes all subsidiary companies headed by
Comptoir Group PLC. The exercise price of all of the options is £0.1025 and the term to expiration is 3 years from
the date of grant, being 4 July 2021. All of the options have the same vesting conditions attached to them.
On 21 May 2021 under the existing CSOP, 3,245,000 share options were granted to key employees. The CSOP
scheme includes all subsidiary companies headed by Comptoir Group PLC. The exercise price of all of the options
is £0.0723 and the term to expiration is 3 years from the date of grant, being 21 May 2024. All of the options have
the same vesting conditions attached to them.
On 17 April 2023 under the existing CSOP, 2,900,000 share options were granted to key employees. The CSOP
scheme includes all subsidiary companies headed by Comptoir Group PLC. The exercise price of all of the options
is £0.0557 and the term to expiration is 3 years from the date of grant, being 17 April 2026. All of the options have
the same vesting conditions attached to them.
On 12 November 2024 under the existing CSOP, 6,250,000 share options were granted to key employees. The
CSOP scheme includes all subsidiary companies headed by Comptoir Group PLC. The exercise price of all of the
options is £0.0415 and the term to expiration is 3 years from the date of grant, being 12 November 2027. All of
the options have the same vesting conditions attached to them.
A share-based payment credit of £30,634 (31 December 2023: £30,541 charge) was recognised during the year
and this amount is included within administrative expenses and added back in calculating adjusted EBITDA.
29 December
2024
31 December
2023
Average
Exercise price
Average
Exercise price
No. of shares
£
No. of shares
£
CSOP options
Options outstanding, beginning of
period
6,720,000
0.0768
4,270,000
0.0874
Granted
6,250,000
0.0415
2,900,000
0.0557
Cancelled
(7,600,000)
-
(450,000)
-
Options outstanding, end of period
5,370,000
0.0594
6,720,000
0.0746
Options exercisable, end of period
1,820,000
0.0906
2,100,000
0.1025
Comptoir Group PLC
Annual Report 2024
Notes to the consolidated financial statements (continued)
68
22. Share-based payments (continued)
The Black-Scholes option pricing model is used to estimate the fair value of options granted under the Group’s
share-based compensation plan. The range of assumptions used and the resulting weighted average fair value of
options granted at the date of grant for the Group were as follows:
July 2018
May 2021
Apr 2023
Nov 2024
On grant
date
On grant
date
On grant
date
On grant
date
Risk free rate of return
0.1%
0.39%
4.21%
4.17%
Expected term
3 years
3 years
3 years
3 years
Estimated volatility
51%
64%
61%
61%
Expected dividend yield
0%
0%
0%
0%
Weighted average fair value of options
granted
£0.03527
£0.03050
£0.02511
£0.00190
Exercise price
0.1025
0.072344
0.05565
0.0415
Risk free interest rate
The risk-free interest rate is based on the UK 2-year Gilt yield.
Expected term
The expected term represents the maximum term that the Group’s share options in relation to employees of the
Group are expected to be outstanding. The expected term is based on expectations using information available.
Estimated volatility
The estimated volatility is the amount by which the price is expected to fluctuate during the period. 6,250,000
share options were granted during the current period, the estimated volatility for the share options issued in the
period was determined based on the standard deviation of share price fluctuations of the company.
Expected dividends
Comptoir’s Board of Directors may from time to time declare dividends on its outstanding shares. Any
determination to declare and pay dividends will be made by Comptoir Group PLC’s Board of Directors and will
depend upon the Group’s results, earnings, capital requirements, financial condition, business prospects,
contractual restrictions and other factors deemed relevant by the Board of Directors. In the event that a dividend
is declared, there is no assurance with respect to the amount, timing or frequency of any such dividends. Based
on this uncertainty and unknown frequency, no dividend rate was used in the assumptions to calculate the share-
based compensation expense.
Comptoir Group PLC
Annual Report 2024
Notes to the consolidated financial statements (continued)
69
23. Reconciliation of loss to cash generated from operations
29 December
2024
31 December
2023
£’000
£’000
Operating loss for the period
(831)
(720)
Depreciation
4,122
3,329
Loss on disposal of fixed assets
-
9
Impairment of assets
944
107
Rent concessions
-
(21)
Other non-cash items
-
133
Share-based payment (credit) / charge
(31)
31
Movements in working capital
Decrease/(Increase) in inventories
3
(47)
Decrease/(Increase) in trade and other receivables
(498)
(125)
Increase/(Decrease) in payables and provisions
1,407
(407)
Cash from operations
5,116
2,289
24. Reconciliation of changes in cash to the movement in net cash/(debt)
Net cash/(debt):
29 December
2024
31 December
2023
(Restated*)
£’000
£’000
At the beginning of the period
(16,860)
(13,098)
Movements in the period:
Bank and other borrowings
600
600
Lease liabilities (net of lease incentive received)
3,161
3,247
Non-cash movements in the period
(2,127)
(4,728)
Cash outflow
(1,078)
(2,881)
At the end of the period
(16,304)
(16,860)
Comptoir Group PLC
Annual Report 2024
Notes to the consolidated financial statements (continued)
70
24. Reconciliation of changes in cash to the movement in net cash/(debt) (continued)
Represented by:
At 2 January
2023
(Restated*)
Cash flow
movements
in the period
Non- cash
flow
movements
in the period
At 31
December
2023
(Restated*)
£’000
£’000
£’000
£’000
Cash and cash equivalents
9,930
(2,881)
-
7,049
Bank loans
(2,200)
600
-
(1,600)
Lease liabilities
(20,828)
3,247
(4,728)
(22,309)
(13,098)
966
(4,728)
(16,860)
At 1 January
2024
(Restated*)
Cash flow
movements
in the period
Non- cash
flow
movements
in the period
At 29
December
2024
£’000
£’000
£’000
£’000
Cash and cash equivalents
7,049
(1,078)
-
5,971
Bank loans
(1,600)
600
-
(1,000)
Lease liabilities
(22,309)
3,161
(2,127)
(21,275)
(16,860)
2,683
(2,127)
(16,304)
Restatement of prior year balances
Net debt balances at 2 January 2023 and 31 December 2023, as well as corresponding movements in the year
have been restated to reflect the prior period errors identified. Refer to Note 1 for further details of the
restatement including adjusted balance sheet and qualitative details of the errors.
25. Financial instruments
The Group finances its operations through equity and borrowings, with the borrowing interest subject to 2.5% per
annum over base rate.
Management pays rigorous attention to treasury management requirements and continue to:
ensure sufficient committed loan facilities are in place to support anticipated business requirements;
ensure the Group’s debt service will be supported by anticipated cash flows and that covenants will be
complied with; and
manage interest rate exposure with a combination of floating rate debt and interest rate swaps when
deemed appropriate.
The Board closely monitors the Group’s treasury strategy and the management of treasury risk. Further details of
the Group’s capital risk management can be found in the report of the Directors.
Comptoir Group PLC
Annual Report 2024
Notes to the consolidated financial statements (continued)
71
25. Financial instruments (continued)
Further details on the business risk factors that are considered to affect the Group are included in the strategic
report and more specific financial risk management (including sensitivity to increases in interest rates) are included
in the Report of the Directors. Further details on market and economic risk and headroom against covenants are
included in the Strategic Report.
Group financial assets:
29 December
2024
31 December
2023
£’000
£’000
Cash and cash equivalents
5,971
7,049
Trade and other receivables
825
484
Total financial assets
6,796
7,533
Group financial liabilities
The bank loan has an interest rate of 2.5% per annum over base rate.
29 December
2024
31 December
2023
£’000
£’000
Trade and other payables
6,972
5,965
Bank loan
600
600
Short-term financial liabilities
7,572
6,565
Bank loan
400
1,000
Long-term financial liabilities
400
1,000
Total financial liabilities
7,972
7,565
The maturity profile of anticipated gross future cash flows, including interest, relating to the Group’s non-
derivative financial liabilities, on an undiscounted basis, are set out below:
Trade and
other
payables
Bank loans
£’000
£’000
As at 31 December 2023
Within one year
5,965
600
Within two to five years
-
1,000
Total
5,965
1,600
As at 29 December 2024
Within one year
6,972
600
Within two to five years
-
400
Total
6,972
1,000
Comptoir Group PLC
Annual Report 2024
Notes to the consolidated financial statements (continued)
72
Fair value of financial assets and liabilities
All financial assets and liabilities are accounted for at cost and the Directors consider the carrying value to
approximate their fair value.
26. Financial risk management
The Group’s and Company’s financial instruments comprise investments, cash and liquid resources, and various
items, such as trade receivables and trade payables that arise directly from its operations. The vast majority of the
Group’s and Company’s financial investments are denominated in sterling.
Neither the Group nor the Company enter into derivatives or hedging transactions. It is, and has been throughout
the period under review, the Group’s and Company’s policy that no trading in financial instruments shall be
undertaken.
The main risks arising from the Group’s and Company’s financial instruments are credit risk, liquidity risk, foreign
currency risk, interest rate risk and investment risk. The Group does not have a material exposure to foreign
currency risk.
The board reviews policies for managing each of these risks, and they are summarised as follows:
Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial
losses to the Group. Counterparties for cash balances are with large established financial institutions. The Group
is exposed to credit related losses in the event of non-performance by the financial institutions but does not expect
them to fail to meet their obligations.
As a retail business with trading receipts settled either by cash or credit and debit cards, there is very limited
exposure from customer transactions. The Group is exposed to credit risk in respect of commercial discounts
receivable from suppliers, but the Directors believe adequate provision has been made in respect of doubtful
debts and there are no material amounts past due that have not been provided against.
The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses,
represents the Group’s maximum exposure to credit risk.
Liquidity risk
The Group has built an appropriate mechanism to manage liquidity risk of the short, medium and long-term
funding and liquidity management requirements. Liquidity risk is managed through the maintenance of adequate
cash reserves and bank facilities by monitoring forecast and actual cash flows and matching the maturity profiles
of financial assets and liabilities. The Group’s loan facilities (as set out in note 16), ensure continuity of funding,
provided the Group continues to meet its covenant requirements (as detailed in the report of the Directors).
Foreign currency risk
The Group is not materially exposed to changes in foreign currency rates and does not use foreign exchange
forward contracts.
Comptoir Group PLC
Annual Report 2024
Notes to the consolidated financial statements (continued)
73
26. Financial risk management (continued)
Interest rate risk
Exposure to interest rate movements has been controlled historically through the use of floating rate debt to
achieve a balanced interest rate profile. The Group does not currently have any interest rate swaps in place as the
continued reduction in the level of debt combined with current market conditions results in a low level of
exposure. The Group’s exposure will continue to be monitored, and the use of interest rate swaps may be
considered in the future.
Investment risk
Investment risk includes investing in companies that may not perform as expected. The Group’s investment
criteria focus on the quality of the business and the management team of the target company, market potential
and the ability of the investment to attain the returns required within the time horizon set for the investment.
Due diligence is undertaken on each investment. The Group regularly reviews the investments in order to monitor
the level of risk and mitigate exposure where appropriate.
27. Lease commitments
The Group has leased assets including 22 restaurants, a central production warehouse and one head office location
within the United Kingdom. The Group has elected to not take the practical expedient for short term and low
values leases, therefore all leases have been included. The remaining lease terms range from less than one year
to 18 years with an average remaining lease term of 7 years.
The weighted average incremental borrowing rate on leases is 5.30% (31 December 2023: 4.62%).
Information about leases for which the Group is a lessee is presented below:
Net book value of right of use assets
29 December
2024
31 December
2023
(Restated)
£’000
£’000
Balance at the start of the financial year
18,063
15,265
Additions
1,327
4,558
Depreciation charge
(2,818)
(2,204)
Impairment charge
(620)
(2)
Remeasurements
110
446
Modifications
(431)
-
Balance at the end of the financial year
15,631
18,063
Comptoir Group PLC
Annual Report 2024
Notes to the consolidated financial statements (continued)
74
27. Lease commitments (continued)
Maturity analysis - contractual undiscounted cash flows
29 December
2024
31 December
2023
(Restated)
£’000
£’000
Within one year
(4,084)
(4,033)
More than one year
(22,221)
(26,372)
(26,305)
(30,405)
Lease liabilities included in the statement of financial position
29 December
2024
31 December
2023
(Restated)
£’000
£’000
Current
(3,082)
(2,565)
Non-current
(18,193)
(19,744)
(21,275)
(22,309)
Amounts charged/(credited) in profit or loss
29 December
2024
31 December
2023
(Restated)
£’000
£’000
Interest on lease liabilities
1,124
882
Expenses relating to variable lease payments
368
652
Rent concessions
-
(21)
1,492
1,513
Some site leases contained clauses on variable lease payments where additional lease payments may be required
dependant on the revenue being generated at that particular site. Variable lease payments ranged from 9% -15%
of revenue in excess of the existing base rent per the respective lease agreements.
Amounts recognised in statement of cash flow
29 December
2024
31 December
2023
£’000
£’000
Total cash outflow for leases
(4,161)
(3,247)
Lease incentive received*
1,000
-
(3,161)
(3,247)
*During the year, the Group brought back into the managed portfolio from our franchise partner the Comptoir
site in Cheshire Oaks. As part of the arrangement to assign the lease, the Group received a four-year rent
contribution of £1.0m, settled up front. This amount has been adjusted against the right-of-use asset in
accordance with IFRS 16.
Comptoir Group PLC
Annual Report 2024
Notes to the consolidated financial statements (continued)
75
28. Related party transactions
Remuneration in respect of key management personnel, defined as the Directors for this purpose, is disclosed in
note 6. Further information concerning the Directors’ remuneration is provided in the Directors’ remuneration
report.
During the year, the Group paid fees to the following related parties:
29 December
2024
31 December
2023
£’000
£’000
Salaries paid to related parties other than Directors
94
81
94
81
29. Subsequent events
On 31 December 2024, the Company ceased operations of its Kenza Restaurant and Bar site. The Company retains
the existing lease until its expiry in 2025.
On 27 January 2025, Jean-Michel Orieux stepped down from his position as Independent Non-Executive Chairman.
On this date, Richard Kleiner, former Chairman of the Group, was re-appointed into the role of Non-Executive
Chairman.
On 5 February 2025, Nick Ayerst, resigned from his position as CEO & member of the Board of Directors. Following
his resignation, on 6 February 2025 Chaker Hanna, former CEO of the Company, was formally re-appointed into
the role of CEO.
On 5 February 2025, Ali Aneizi, Non-Executive Director, resigned from his position on the Board.
On 6 March 2025, the Company exited its lease of the Comptoir site in Bluewater and ceased operations. The
Group retains its Shawa site in Bluewater.
Apart from the above, no other matter or circumstance has arisen since 29 December 2024 that has significantly
affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state
of affairs in future financial years.
30. Ultimate controlling party
The Company has a number of shareholders and is not under the control of any one person or ultimate controlling
party.
Comptoir Group PLC
Annual Report 2024
Notes to the consolidated financial statements (continued)
76
31. Contingent liabilities / assets
Contingent Assets
The Group has no contingent assets at 29 December 2024 (2023: £nil).
Contingent Liabilities
In 2023, the Company had a carried forward provision on its balance sheet as a result of a review of the pension
scheme in place at the time as part of a planned transition to Payroll Bureau services. In 2024, management has
assessed that it is no longer probable that an outflow of resources will be required to settle the obligation and as
such have released the provision recognised in prior periods.
The Group had no contingent liabilities at 31 December 2023.
32. Commitments
The Group has no capital commitments at 29 December 2024 (2023 £nil).
Comptoir Group PLC
Annual Report 2024
77
Parent Company accounts (under UK GAAP)
Company balance sheet as at 29 December 2024
Notes
29 December
2024
31 December
2023
£’000
£’000
Fixed assets
Intangible assets
ii
-
-
Tangible assets
iii
7
8
Investments
iv
17
16
24
24
Current assets
Debtors
v
9,480
5,579
Cash and cash equivalents
53
-
9,533
5,579
Total assets
9,557
5,603
Liabilities
Current liabilities
Creditors
vi
(9,879)
(5,126)
Borrowings
vii
(600)
(600)
(10,479)
(5,726)
Non-current liabilities
Borrowings
vii
(400)
(1,000)
Provisions for liabilities
viii
(1)
(1)
Total liabilities
(10,880)
(6,727)
Net liabilities
(1,323)
(1,124)
Equity
Share capital
ix
1,227
1,227
Share premium
ix
10,050
10,050
Other reserves
ix
145
176
Retained earnings
ix
(12,745)
(12,577)
Total equity
(1,323)
(1,124)
Comptoir Group PLC
Annual Report 2024
Parent Company accounts (under UK GAAP)
Company balance sheet as at 29 December 2024
78
As permitted by section 408 of the Companies Act 2006, a separate profit and loss account has not been presented
for the holding company. During the year the Company recorded a loss of £167,954 (31 December 2023:
£1,327,684). Remuneration of the auditor is borne by a subsidiary undertaking, Timerest Limited.
The financial statements of Comptoir Group Plc (company registration number 07741283) were approved by the
Board of Directors and authorised for issue on 19 May 2025 and were signed on its behalf by:
Richard Kleiner
Chair
Comptoir Group PLC
Annual Report 2024
79
Company financial statements – under UK GAAP
Accounting policies and basis of preparation
Basis of accounting
The financial statements for the Company have been prepared under FRS 102 ‘The Financial Reporting Standard
applicable in the UK and Republic of Ireland’ (FRS 102) and the requirements of the Companies Act 2006. The
Group financial statements have been prepared under IFRS and are shown separately. The Company financial
statements have been prepared under the historical cost convention in accordance with applicable UK accounting
standards and on the going concern basis.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of
that group prepares publicly available consolidated financial statements, including this Company, which are
intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group. The
Company has therefore taken advantage of exemptions from the following disclosure requirements:
•
Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flow and related notes and
disclosures;
•
Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.
The financial statements of the Company are consolidated in the financial statements of Comptoir Group Plc,
which are available at the Companies House.
Going concern
The Board of Directors has, at the time of approving the financial statements, a reasonable expectation that the
Company has adequate resources to continue in operational existence for the foreseeable future. More details on
the going concern uncertainties are discussed in the going concern note in the Principal Accounting Policies for
the Consolidated Financial Statements. Thus, the Board continues to adopt the going concern basis of accounting
in preparing the financial statements.
Dividends
Equity dividends are recognised when they become legally payable. Interim dividends are recognised when paid.
Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
Investments in subsidiaries
The consolidated financial statements incorporate the financial statements of the Company and entities controlled
by the Group (its subsidiaries).
The results of subsidiaries acquired or disposed of during the year are included in total comprehensive income
from the effective date of acquisition and up to the effective date of disposal, as appropriate using accounting
policies consistent with those of the parent. All intra-group transactions, balances, income and expenses are
eliminated in full on consolidation.
Investments are valued at cost less any provision for impairment.
Comptoir Group PLC
Annual Report 2024
Company financial statements – under UK GAAP
Accounting policies and basis of preparation (continued)
80
Intangible assets – Goodwill
Goodwill is the difference between amounts paid on the acquisition of a business and the fair value of the
identifiable assets and liabilities. It is amortised to the income statement over its economic life, which is estimated
to be ten years from the date of acquisition.
Tangible assets
Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.
Depreciation
Depreciation is charged to the income statement on a reducing balance basis and on a straight-line basis over the
estimated useful lives of corresponding items of property, plant and equipment:
Plant and machinery
15% on reducing balance
Fixture, fittings and equipment
10% on reducing balance
The carrying values of plant and equipment are reviewed at each reporting date to determine whether there are
any indications of impairment. If any such indication exists, the assets are tested for impairment to estimate the
assets' recoverable amounts. Any impairment losses are recognised in the statement of comprehensive income.
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of financial
position date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount
and are recognised within the Statement of Comprehensive Income.
Share-based payment transactions
The share options have been accounted for as an expense in the Company in which the employees are employed,
using a valuation based on the Black-Scholes model.
An increase in the investment held by the Company in the subsidiary in which the employees are employed, with
a corresponding increase in equity, is recognised in the accounts of the Company. Information in respect of the
Company's share-based payment schemes is provided in note 22 to the consolidated financial statements.
The value is accounted for as a capital contribution in relevant Group subsidiaries that employ the staff members
to whom awards of share options have been made.
Reserves
The Company’s reserves are as follows:
Called up share capital represents the nominal value of the shares issued.
Share premium represents amounts paid in excess of the nominal value of shares.
Other reserves represent share-based payment charges recognised in equity, and;
Retained earnings represents cumulative profits or losses, net of dividends paid and other adjustments.
Comptoir Group PLC
Annual Report 2024
81
Company financial statements – under UK GAAP
Notes to the financial statements
i)
Employee costs and numbers
The Company has no employees. All Group employees and Directors’ remuneration are disclosed within the
Group’s consolidated financial statements.
ii)
Intangible assets
Goodwill
Total
£’000
Cost
At 2 January 2023
90
At 31 December 2023
90
Accumulated amortisation and impairment
At 2 January 2023
(61)
Amortisation during the period
(7)
Impairment during the period
(22)
At 31 December 2023
(90)
Net Book Value as at 1 January 2023
29
Net Book Value as at 31 December 2023
-
Cost
At 1 January 2024
90
At 29 December 2024
90
Accumulated amortisation and impairment
At 1 January 2024
(90)
At 29 December 2024
(90)
Net Book Value as at 31 December 2023
-
Net Book Value as at 29 December 2024
-
The intangible assets reported on the statement of financial position consists of goodwill arising on the acquisition
on 14 December 2016 of the trade and assets of Agushia Limited. In accordance with FRS 102, goodwill arising on
business combinations is amortised over the expected life of the asset and is subject to an impairment review
annually if the life of the assets is indefinite or expected to be greater than 10 years, or more frequently if events
or changes in circumstances indicate that it might be impaired.
Therefore, goodwill arising on acquisition is monitored to compare the value in use to its carrying value. During
the period an impairment charge of £nil (31 December 2023: £21,850) was recorded.
Comptoir Group PLC
Annual Report 2024
Company financial statements – under UK GAAP
Notes to the financial statements (continued)
82
iii)
Tangible assets
Plant and
machinery
Fixture, fittings
& equipment
Total
£’000
£’000
£’000
Cost
At 1 January 2023
26
6
32
At 31 December 2023
26
6
32
Accumulated depreciation and impairment
At 1 January 2023
(19)
(3)
(22)
Depreciation during the period
(2)
-
(2)
At 31 December 2023
(21)
(3)
(24)
Net Book Value as at 1 January 2023
7
3
10
Net Book Value as at 31 December 2023
5
3
8
Cost
At 1 January 2024
26
6
32
At 29 December 2024
26
6
32
Accumulated depreciation and impairment
At 1 January 2024
(21)
(3)
(24)
Depreciation during the period
(1)
-
(1)
At 29 December 2024
(22)
(3)
(25)
Net Book Value as at 1 January 2024
5
3
8
Net Book Value as at 29 December 2024
4
3
7
Comptoir Group PLC
Annual Report 2024
Company financial statements – under UK GAAP
Notes to the financial statements (continued)
83
iv) Investments in subsidiary undertakings
Shares
Capital
contributions
Total
£’000
£’000
£’000
Cost
At 1 January 2024
1
176
177
Share-based payment charge / (credit)
-
(31)
(31)
At 29 December 2024
1
145
146
Impairments
At 1 January 2024
-
(161)
(161)
Impairment reversal / (charge)
-
32
32
At 29 December 2024
-
(129)
(129)
Net book value at 1 January 2024
1
15
16
Net book value at 29 December 2024
1
16
17
During the period, an impairment write back of £32k (31 December 2023: Provision of £161k) was recorded
in relation to capital contribution to group undertakings.
v)
Debtors
29 December
2024
31 December
2023
£’000
£’000
Other debtors
4
4
Amounts receivable from group undertakings
9,476
5,575
Total
9,480
5,579
Amounts falling due after more than one year:
Deferred tax asset
-
-
Total
9,480
5,579
During the period, a reversal of the impairment provision of £228,074 (31 December 2023: Impairment of
£697,639) was recorded in relation to amounts receivable from group undertakings.
Comptoir Group PLC
Annual Report 2024
Company financial statements – under UK GAAP
Notes to the financial statements (continued)
84
vi) Creditors
29 December
2024
31 December
2023
£’000
£’000
Bank overdrafts
-
20
Trade creditors
23
21
Other creditors
-
1
Amounts due to group undertakings
9,790
5,053
Accruals
66
31
Total
9,879
5,126
vii) Borrowings
29 December
2024
31 December
2023
Amounts falling due within one year:
£’000
£’000
Bank loans
600
600
Total borrowings
600
600
Amounts falling due after more than one year:
Bank loans
400
1,000
Total borrowings
400
1,000
The bank loan relates to a £3m Coronavirus Business Interruption Loan Scheme (“CBILS”) loan.
The CBILS loan is secured by way of fixed charges over the assets of various Group companies. The CBIL loan of
£1,000,000 represent amounts repayable within one year of £600,000 (31 December 2023: £600,000) and
£400,000 (31 December 2023: £1,000,000) repayable in more than one year. The bank loan has a six-year term
with maturity date in 2026. The loan has an initial interest free period of 12 months followed by a rate of interest
of 2.5% over the Bank base rate.
Comptoir Group PLC
Annual Report 2024
Company financial statements – under UK GAAP
Notes to the financial statements (continued)
85
viii) Provisions
Deferred tax recognised in balance sheet:
Total
£’000
Deferred tax liabilities:
Brought forward
1
Charge/(credit) to profit or loss
-
Total
1
ix) Share capital and reserves
Share
capital
Share
premium
Other
reserves
Accumulated
losses
Total
£’000
£’000
£’000
£’000
£’000
At 1 January 2023
1,227
10,050
145
(11,249)
173
Share-based payment charge
-
-
31
-
31
Total comprehensive loss for the period
-
-
-
(1,328)
(1,328)
At 31 December 2023
1,227
10,050
176
(12,577)
(1,124)
At 1 January 2024
1,227
10,050
176
(12,577)
(1,124)
Share-based payment credit
-
-
(31)
-
(31)
Total comprehensive loss for the period
-
-
-
(168)
(168)
At 29 December 2024
1,227
10,050
145
(12,745)
(1,323)
x)
Related party transactions
The Company has taken advantage of the exemption in FRS 102 and has not disclosed transactions entered into
between members of the Group.
xi) Subsequent events
Details of subsequent events are discussed in note 29 to the Group financial statements.
xii) Ultimate controlling party
The Company has no ultimate controlling party.
Comptoir Group PLC
Annual Report 2024
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should
take, you should seek your own advice from a stockbroker, solicitor, accountant or other independent adviser
authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your shares, please pass this document together with the
accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so
they can pass these documents to the person who now holds the shares.
Comptoir Group PLC
(incorporated and registered in England and Wales under number 07741283)
(the “Company”)
NOTICE OF ANNUAL GENERAL MEETING
Notice of an Annual General Meeting of the Company to be held at 6th Floor, Winchester House 259-269, Old
Marylebone Road, London, England, NW1 5RA at 9.45 a.m. on Thursday 19 June 2025.
Whether or not you intend to attend the Annual General Meeting, please complete and submit a proxy
appointment. The proxy appointment must be received not less than 48 hours before the time of the holding of
the Annual General Meeting.
Comptoir Group PLC
Annual Report 2024
PART I
Comptoir Group PLC
(incorporated and registered in England and Wales under number 07741283)
Registered Office:
6th Floor
Winchester House 259-269
Old Marylebone Road
London, England
NW1 5RA
19 May 2025
Notice of Annual General Meeting
Dear Shareholder,
I am pleased to be writing to you with details of the Annual General Meeting (“AGM”) of the Company which we
are holding at 6th Floor, Winchester House 259-269, Old Marylebone Road, London, England, NW1 5RA on
Thursday 19 June 2025 at 09:45am.
The formal notice of the AGM is set out on pages 4 to 11 of this document.
Business of the meeting
Explanatory notes on the business to be considered at this AGM appear on pages 10 to 11 of this document.
Recommendation
The board considers that all the resolutions to be put to the meeting are in the best interests of the Company and
its shareholders as a whole. Your board will be voting in favour of all resolutions and unanimously recommends
that you do so as well.
Action to be taken by shareholders
The resolutions are subject to shareholder approval.
You are requested to submit your vote via CREST, Proxymity, via the Investor Centre app or by logging on to
https://uk.investorcentre.mpms.mufg.com/. The completion and return of a proxy appointment will not prevent
you from attending the AGM in person, speaking and voting if you wish to do so.
To be valid, an instrument appointing a proxy and any power of attorney or other authority under which the proxy
instrument is signed (or a notarially certified copy thereof) must be deposited at the Company’s registrars as the
case may be by 9:45 a.m. on 17 June 2025.
Comptoir Group PLC
Annual Report 2024
Yours faithfully,
Richard Howard Kleiner
Chairman
Comptoir Group PLC
Annual Report 2024
PART II
Comptoir Group PLC
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that an Annual General Meeting of Comptoir Group PLC (the "Company") will be held at
6th Floor, Winchester House 259-269, Old Marylebone Road, London, England, NW1 5RA on Thursday 19 June
2025 at 9.45 a.m., to consider and, if thought fit, pass the resolutions below.
Resolutions 1 to 9 will be proposed as ordinary resolutions. Resolution 10 will be proposed as a special resolution.
ORDINARY RESOLUTIONS
1.
To receive the Company's annual accounts for the financial period ended 29 December 2024, together
with the directors' report and the auditors' report on those accounts.
2.
To receive and approve, on an advisory basis only, the directors' remuneration report (excluding the
remuneration policy) for the financial period ended 29 December 2024 together with the auditor's report
on it.
3.
To approve, on an advisory basis only, the directors’ remuneration policy.
4.
To reappoint UHY Hacker Young LLP of Quadrant House Floor 6, 4 Thomas More Square, London, E1W
1YW as auditors to hold office from the conclusion of this meeting until the conclusion of the next general
meeting of the Company at which accounts are laid.
5.
To authorise the directors to fix the remuneration of the auditors.
6.
To reappoint James Stephen Fisher as a director.
7.
To reappoint Chaker Hanna as a director.
8.
To reappoint Richard Howard Kleiner as a director.
9.
THAT the directors of the Company be generally and unconditionally authorised under section 551 of the
Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to
grant rights to subscribe for, or to convert any security into, shares in the Company ("Rights") up to an
aggregate nominal amount of £122,667:
9.1 unless previously renewed, varied or revoked, the authority hereby conferred shall expire at the
conclusion of the Annual General Meeting of the Company at which the Company’s annual
accounts for the financial period ended 28 December 2025 are presented, or 30 June 2026,
whichever is earlier. The Company may, before such expiry, make an offer or agreement which
would or might require shares to be allotted or Rights to be granted after the authority has
expired and the directors may allot shares or grant Rights in pursuance of any such offer or
agreement notwithstanding that this authority has expired; and
Comptoir Group PLC
Annual Report 2024
9.2 all previous authorities to allot shares or grant Rights, to the extent unused, shall be revoked.
SPECIAL RESOLUTIONS
10.
THAT subject to and conditional on the passing of Resolution 9, the directors of the Company shall have
the power to allot equity securities (within the meaning of section 560 of the Companies Act 2006) for
cash under the authority conferred by Resolution 10 as if section 561 of the Companies Act 2006 did not
apply to the allotment:
10.1 this power shall expire when the authority given by Resolution 9 is revoked or expires but the
Company may before expiry of this power make an offer or agreement which would or might
require equity securities to be allotted after such expiry and the directors may allot equity
securities in pursuance of that offer or agreement notwithstanding that the power has expired;
and
10.2 this power applies in relation to a sale of treasury shares which constitutes an allotment of
equity securities by virtue of section 560(3) of the Companies Act 2006 as if the words "under
the authority conferred by Resolution 9" were omitted from the introductory wording to
Resolution 10.
19 May 2025
By order of the Board
Richard Howard Kleiner
Chairman
Registered Office: 6th Floor, Winchester House 259-269, Old Marylebone Road, London, England, NW1 5RA
Registered in England and Wales No. 07741283
Comptoir Group PLC
Annual Report 2024
Notes
The following notes explain your general rights as a shareholder and your right to attend and vote at this
Meeting or to appoint someone else to vote on your behalf.
1.
To be entitled to attend and vote at the meeting (and for the purpose of the determination by the
company of the number of votes they may cast), shareholders must be registered in the register of
members of the company at close of trading on 17 June 2025. Changes to the register of members after
the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at
the meeting.
2.
Shareholders, or their proxies, intending to attend the Meeting in person are requested, if possible, to
arrive at the Meeting venue at least 30 minutes prior to the commencement of the Meeting at 9:45 a.m.
(UK time) 19 June 2025 so that their shareholding may be checked against the Company’s Register of
Members and attendances recorded.
3.
Shareholders are entitled to appoint another person as a proxy to exercise all or part of their rights to
attend and to speak and vote on their behalf at the Meeting.
4.
A shareholder may appoint more than one proxy in relation to the Meeting provided that each proxy is
appointed to exercise the rights attached to a different ordinary share or ordinary shares held by that
shareholder. A proxy need not be a shareholder of the Company.
5.
In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only
the appointment submitted by the most senior holder will be accepted. Seniority is determined by the
order in which the names of the joint holders appear in the Company’s Register of Members in respect
of the joint holding (the first named being the most senior).
6.
A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of
votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from
voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in
relation to any other matter which is put before the Meeting.
7.
You will not receive a hard copy form of proxy for the Meeting in the post. Instead, you will be able to
vote electronically using the Investor Centre app or by accessing the web browser at
https://uk.investorcentre.mpms.mufg.com/. You will need to log into your Investor Centre account, or
register if you have not previously done so. To register you will need your Investor Code. This is detailed
on your share certificate or available from our Registrar, MUFG Corporate Markets. If you need help
with voting online or require a hard copy form of proxy, please contact the Registrar, MUFG Corporate
Markets, via email at shareholderenquiries@cm.mpms.mufg.com or on 0371 664 0391. Calls are
charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will
be charged at the applicable international rate. Lines are open between 09.00 – 17:30, Monday to Friday
excluding public holidays in England and Wales.
8.
You can vote either:
•
via the Investor Centre app or by logging on to https://uk.investorcentre.mpms.mufg.com/
and following the instructions;
Comptoir Group PLC
Annual Report 2024
•
in the case of CREST members, by utilising the CREST electronic proxy appointment service in
accordance with the procedures set out; or
•
if you are an institutional investor you may also be able to appoint a proxy electronically via
the Proxymity platform (see below).
For a proxy appointment to be valid, it must be submitted and received by MUFG Corporate Markets by 9:45 a.m.
on 17 June 2025, which is not less than 48 hours (excluding non-working holidays) before the time appointed for
the meeting, or adjourned meeting.
Investor Centre is a free app for smartphone and tablet provided by MUFG Corporate Markets (the company's
registrar). It allows you to securely manage and monitor your shareholdings in real time, take part in online voting,
keep your details up to date, access a range of information including payment history and much more. The app is
available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below.
Alternatively,
you
may
access
the
Investor
Centre
via
a
web
browser
at:
https://uk.investorcentre.mpms.mufg.com/.
9.
If you return more than one proxy appointment, the appointment received last by the Registrar before
the latest time for the receipt of proxies will take precedence. You are advised to read the terms and
conditions of use carefully. Electronic communication facilities are open to all shareholders and those
who use them will not be disadvantaged.
10.
The return of a completed proxy will not prevent a shareholder from attending the Meeting and voting
in person if he/she wishes to do so.
11.
Proxymity Voting - if you are an institutional investor you may also be able to appoint a proxy
electronically via the Proxymity platform, a process which has been agreed by the Company and
approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io.
Your proxy must be lodged by 9:45 a.m. on 17 June 2025 in order to be considered valid or, if the meeting
is adjourned, by the time which is 48 hours before the time of the adjourned meeting. Before you can
appoint a proxy via this process you will need to have agreed to Proxymity’s associated terms and
conditions. It is important that you read these carefully as you will be bound by them and they will
govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity
platform may be revoked completely by sending an authenticated message via the platform instructing
the removal of your proxy vote.
12.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy
appointment service may do so for the Meeting (and any adjournment of the Meeting) by using the
procedures described in the CREST Manual (available from www.euroclear.com). CREST Personal
Members or other CREST sponsored members, and those CREST members who have appointed a service
provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take
Comptoir Group PLC
Annual Report 2024
the appropriate action on their behalf. In order for a proxy appointment or instruction made by means
of CREST to be valid, the appropriate CREST message (a ‘CREST Proxy Instruction’) must be properly
authenticated in accordance with Euroclear UK & International Limited’s specifications and must contain
the information required for such instructions, as described in the CREST Manual. The message must be
transmitted so as to be received by the issuer’s agent (ID RA10) by 9:45 a.m. on 17 June 2025, which is
not less than 48 hours (excluding non-working holidays) before the time appointed for the meeting, or
adjourned meeting. For this purpose, the time of receipt will be taken to mean the time (as determined
by the timestamp applied to the message by the CREST application host) from which the issuer’s agent
is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time,
any change of instructions to proxies appointed through CREST should be communicated to the
appointee through other means.
13.
CREST members and, where applicable, their CREST sponsors or voting service providers should note
that Euroclear UK & International Limited does not make available special procedures in CREST for any
particular message. Normal system timings and limitations will, therefore, apply in relation to the input
of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the
CREST member is a CREST personal member, or sponsored member, or has appointed a voting service
provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall
be necessary to ensure that a message is transmitted by means of the CREST system by any particular
time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system
providers are referred, in particular, to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction
in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
14.
Any corporation which is a shareholder can appoint one or more corporate representatives who may
exercise on its behalf all of its powers as a shareholder provided that no more than one corporate
representative exercises powers in relation to the same shares.
15.
As at 19 May 2025 (being the latest practicable business day prior to the publication of this Notice), the
Company’s ordinary issued share capital consists of 122,666,667 ordinary shares, carrying one vote
each. Therefore, the total voting rights in the Company as at 19 May 2025 are 122,666,667
16.
Under Section 527 of the Companies Act 2006, shareholders meeting the threshold requirements set
out in that section have the right to require the Company to publish on a website a statement setting
out any matter relating to: (i) the audit of the Company’s financial statements (including the Auditor’s
Report and the conduct of the audit) that are to be laid before the Meeting; or (ii) any circumstances
connected with an auditor of the Company ceasing to hold office since the previous meeting at which
annual financial statements and reports were laid in accordance with Section 437 of the Companies Act
2006 (in each case) that the shareholders propose to raise at the relevant meeting. The Company may
not require the shareholders requesting any such website publication to pay its expenses in complying
with Sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a
statement on a website under Section 527 of the Companies Act 2006, it must forward the statement
to the Company’s auditor not later than the time when it makes the statement available on the website.
The business which may be dealt with at the Meeting for the relevant financial year includes any
statement that the Company has been required under Section 527 of the Companies Act 2006 to publish
on a website.
Comptoir Group PLC
Annual Report 2024
17.
Any shareholder attending the Meeting has the right to ask questions. The Company must cause to be
answered any such question relating to the business being dealt with at the Meeting but no such answer
need be given if: (a) to do so would interfere unduly with the preparation for the Meeting or involve the
disclosure of confidential information; (b) the answer has already been given on a website in the form
of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of
the Meeting that the question be answered.
The following documents are available for inspection during normal business hours at the registered office of the
Company on any business day from the date of this Notice until the time of the Meeting and may also be inspected
at the Meeting venue, as specified in this Notice, from am on the day of the Meeting until the conclusion of the
Meeting:
Copies of the Directors’ letters of appointment or service contracts.
18.
You may not use any electronic address (within the meaning of Section 333(4) of the Companies Act
2006) provided in either this Notice or any related documents (including the form of proxy) to
communicate with the Company for any purposes other than those expressly stated.
19.
A copy of this Notice, and other information required by Section 311A of the Companies Act 2006, can
be found on the Company’s website at www.comptoirgroup.com.
Comptoir Group PLC
Annual Report 2024
EXPLANATORY NOTES TO RESOLUTIONS
Resolutions 1 to 9 are proposed as ordinary resolutions. This means that for these resolutions to be passed, more
than half of the votes cast must be in favour of the resolutions.
Resolution 10 is proposed as a special resolution. This means that for this resolution to be passed, at least three-
quarters of the votes cast must be in favour of the resolution.
Resolution 1 (annual report and accounts)
The directors of the Company must present to the meeting the audited annual accounts and the directors' and
auditors' report for the financial period ended 29 December 2024.
Resolutions 2 and 3 (remuneration report and remuneration policy)
As an AIM-listed company, the Company is not required to seek approval of its Directors’ remuneration report or
Directors’ remuneration policy. However, in accordance with the recently updated QCA Code, the Company has
decided to follow best practice and seek shareholders’ approval of both the Directors’ remuneration report and
the Directors’ remuneration policy. The votes on the report and policy are advisory, which means that they are
not binding on the Company and the Directors’ entitlement to remuneration is not conditional on them. The
Directors’ remuneration report can be found on pages 21 to 22 of the Annual Report.
Resolutions 4 and 5 (appointment and remuneration of auditors)
The Company must appoint auditors at each general meeting at which accounts are presented to shareholders to
hold office until the conclusion of the next such meeting. Resolution 4 seeks shareholder approval to reappoint
UHY Hacker Young LLP of Quadrant House Floor 6, 4 Thomas More Square, London, E1W 1YW as the Company's
auditors.
In accordance with normal practice, Resolution 5 seeks authority for the Company's directors to fix their
remuneration.
Resolutions 6 to 8 (re-appointment of directors)
The Company's articles of association require one third of the directors to retire by rotation each year. Those
directors are then eligible for re-election by shareholders. No director may serve for more than three years without
being re-elected by shareholders.
The
biographical
details
of
all
directors
can
be
found
on
the
Company’s
website
at
https://comptoirgroup.com/board-and-management-team.
The Board believes that the balance and makeup of the Board is appropriate for the Company and aligns with
corporate governance good practice. The Remuneration Committee reviews on an annual basis the balance and
composition of the Board, including the independence of all Non-Executive Directors. The Board believes that each
Director continues to make valuable contributions to the Board and has sufficient time to meet the responsibilities
of the role.
Comptoir Group PLC
Annual Report 2024
Resolution 9 (authority to allot)
Resolution 9 would give the directors the authority to allot shares in the Company and grant rights to subscribe
for or convert any security into shares in the Company up to an aggregate nominal value of £122,667.
This authority is being sought to enable the directors to provide the directors with a general authority of shares
to be used at their discretion and to enable the Company to grow and expand as envisaged by the directors. The
directors will not consider there to be any limits to the use of this authority, other than as prescribed by law.
The directors' authority shall expire at the conclusion of the Annual General Meeting of the Company at which the
Company’s annual accounts for the financial period ended 29 December 2025 are presented, or 30 June 2026,
whichever is earlier.
Please also see the explanatory notes to proposed Resolution 10 relating to the disapplication of statutory pre-
emption rights.
Resolution 10 (statutory pre-emption rights)
Under company law, when new shares are allotted or treasury shares are sold for cash, they must generally first
be offered to existing shareholders pro rata to their holdings. This special resolution gives the directors authority
to allot shares of the Company, or sell treasury shares, for cash up to an aggregate nominal value of £122,667 in
each case as if the pre-emption rights in company law did not apply. This disapplication of statutory pre-emption
rights relates to the authority to allot as proposed under resolution 9. The authority conferred by this resolution
will expire at the conclusion of the Annual General Meeting of the Company at which the Company’s annual
accounts for the financial period ended 29 December 2025 are presented, or 30 June 2026, whichever is earlier.