Various Eateries PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
We are a hospitality
group passionate about
creating venues that
suit modern consumers,
lifestyles and needs.
With both Coppa Club and Noci, we
are focused on creating destinations
that reflect the way people want to
socialise, work and relax.
Welcome to
Various Eateries
P04
AT A GLANCE
P08
CHAIRMAN’S
STATEMENT
STRATEGIC REPORT
04 At a Glance
06 Investment Proposition
08 Chairman’s Statement
12 Market Review
14 Our Business Model
16 Task Force on Climate-Related
Financial Disclosures (‘TCFD’)
20 Financial Review
22 Principal Risks & Uncertainties
24 Directors’ Duties –
S172 Statement
26 Key Performance Indicators
GOVERNANCE
30 Board of Directors
32 Chairman’s Statement on
Corporate Governance
36 Directors’ Report
40 Independent Auditor’s Report
FINANCIAL STATEMENTS
48 Consolidated Statement
of Comprehensive Income
49 Consolidated Statement
of Financial Position
50 Company Statement
of Financial Position
51 Consolidated Statement
of Changes in Equity
52 Company Statement
of Changes in Equity
53 Consolidated Statement
of Cash Flows
54 Notes to the Financial
Statements
76 Advisers
CONTENTS
P14
BUSINESS MODEL
P26
KEY PERFORMANCE
INDICATORS
P06
INVESTMENT
PROPOSITION
Governance
Financial Statements
01
Strategic Report
Strategic
Report
04 At a Glance
06 Investment Proposition
08 Chairman’s Statement
12 Market Review
14 Our Business Model
16 Task Force on Climate-Related
Financial Disclosures (‘TCFD’)
20 Financial Review
22 Principal Risks & Uncertainties
24 Directors’ Duties – S172 Statement
26 Key Performance Indicators
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
02
We are
welcoming
Inclusive
and positive
Open minded
Nothing is too
much trouble
Strategic Report
Governance
Financial Statements
03
From stunning riverside lawns and vibrant townhouses
to iconic fresh pasta restaurants, our collection offers
some of the best spots in London, the south of England
and Wales. Inside, our clubs and restaurants have style
and character, and the people who work with us have
pride in our culture and passion for the work they do.
OUR PURPOSE
Great people delivering unique experiences through
continuous innovation.
At a Glance
We are a community
• Be part of something;
• We look out for
each other;
• We care about
our community
OUR CULTURE
The success of our business is dependent on the culture we
foster and the way we think, behave and act towards our key
stakeholders. We want to work with people who share the
same passion that we have for our customers and our brands,
and with people looking to work hard, develop with us and
become part of the Various Eateries team.
OUR VALUES & BEHAVIOURS
We take pride
• Don’t compromise;
• Challenge yourself
We are welcoming
• Inclusive and positive;
• Open minded;
• Nothing is too
much trouble
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
04
KEY
Coppa Club
Clubhouses with rooms
Noci
Strada
Tavolino
31 Below
OUR LOCATIONS
IN NUMBERS
COCKTAIL SALES
£3.7m
PASTA SALES
£5.5m
GRILL SALES
£7.5m
LOCATIONS
20
NEW OPENINGS
2
BRANDS
5
REVENUE
2
NUMBER OF EMPLOYEES
2
951
TOTAL
KEY
Male
390 (41%)
£45.5m
£49.5m
2022
2023
2024
£40.7m
Female
561 (59%)
Financial Statements
Governance
Strategic Report
05
Investment Proposition
Another year of investing in our
portfolio included the addition of
two new locations – Coppa Club
Cardiff and Noci Richmond – as well
as investing in our existing estate.
31 Below
Nestled away in the cosmopolitan
neighbourhood of, Marylebone,
31 Below is a neighbourhood
spot that suits everyone’s needs
whether that be a breakfast in the
morning to late night cocktails.
Tavolino
An Italian restaurant and aperitivo bar, split across two floors
with an outdoor terrace and panoramic views of London.
Located on the river by Tower Bridge, serving delicious food and
dazzling cocktails.
This beautiful spot is just another reason to love London.
Coppa Club Cardiff
New opening
Opened in May 2024, the Cardiff Townhouse is a place
to socialise, eat, drink and have fun. Located in the
heart of the city, in the Morgan Quarter. This stylish
all-day venue is your place for work and play
so settle in and we look forward to getting to
know you.
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
06
Coppa Club
For years, only members’ clubs offered a space
for people to enjoy at any time of the day – so
we created Coppa Club. With clubhouses in
beautiful locations, Coppa provides relaxed
spaces to eat, drink, meet, work and stay.
Coppa is rooted in its local community where
every local is made to feel like a member. It offers
an escape from the stresses of everyday life,
enabling guests to relax, have fun and
connect with natural surroundings in an
informal setting.
There are currently 13 Coppa Club
locations across London, the South
of England, and Wales including
three clubhouses with rooms –
Coppa at The Swan and Coppa
at The Great House, both
located in Berkshire,
and The Georgian in
Haslemere, Surrey.
Noci
Noci is a specialist fresh pasta restaurant with cocktails on tap and a neighbourhood vibe.
Opened in Islington in March 2022, the venue quickly found its feet and continues to grow
in popularity. Since then, we have opened three more sites in Battersea, Shoreditch and
Richmond. With an accessible price point, laid-back atmosphere and a focus on quality,
Noci will continue to develop several new sites in the London area in the coming year.
Strada
Located on London’s bustling
Southbank, Strada focuses
on authentic Italian food and
drinks, from sharing flatbreads
and starters to fresh pasta,
hand-stretched pizzas and
classic main dishes.
Noci Richmond
New opening
Opened in May 2024 and
located on Richmond Hill, just
a short walk from the river,
Noci Richmond brings fresh
pasta, Sicilian street food-
inspired snacks and cocktails
to South West London.
Financial Statements
Governance
07
Strategic Report
Chairman’s Statement
OVERVIEW
FY24 was a year of steady progress for Various Eateries, marked
by a solid trading performance and significant operational
improvement. Despite ongoing challenges in the hospitality
sector, this ongoing focus on operational improvement and
service excellence enabled us to deliver a return to adjusted
EBITDA profit.
The successful placing at the start of the period raised £10.1m
which significantly improved our cash position. This ensures we
have the liquidity to support the future roll out of new sites.
A DYNAMIC HOSPITALITY GROUP WITH COMPELLING
GROWTH OPPORTUNITIES
Various Eateries’ strategy is focussed on the expansion of our two
core brands, Noci and Coppa Club. The distinct identity of each
brand fills specific gaps in the market, which have significant
potential for expansion.
Noci is our specialist neighbourhood fresh pasta restaurant.
Currently our sites are in London and Greater London. Created to
address the void left by the closures of many high street Italian
restaurants, Noci focuses on delivering high-quality fresh food at
affordable prices.
Coppa Club was founded to provide a members’ club-like space
without membership fees. Capitalising on remote work trends
and the growing demand for all-in-one all-day venues, Coppa
provides spaces to eat, drink, meet, work and stay the night.
Through innovative work
behind the scenes and a
focus on service excellence,
we were able to achieve an
adjusted EBITDA profit.
GLYN BARKER
Non-Executive Chairman
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
08
With 13 venues, from city centre to countryside locations, Coppa
suits all occasions from morning through to evening.
The hospitality sector has been under pressure for several years,
leading to a rise in the availability of prime sites, which in many
cases includes existing high-end fit outs. Increased uncertainty in
recent years provides Various Eateries with an opportunity akin
to the casual dining revolution of the 1990s.
RESILIENT TRADING PERFORMANCE WITH NOTABLE
IMPROVEMENT AS THE YEAR PROGRESSED
Group revenues grew to £49.5m (2023: £45.5) and other operating
income of £1.2m (2023: £nil) includes a business interruption
insurance claim in relation to Covid-19. We generated a positive
adjusted EBITDA of £0.3m (2023: negative adjusted EBITDA
of £2.2m).
Group like-for-like sales grew by 1% in the second half compared
to the previous year. The final quarter saw a 4% increase, despite
above-average rainfall, improving overall performance from -3%
at the half-year mark to -1% by year-end.
Both brands performed steadily overall, with some sites
achieving particularly strong results offsetting those yet to
reach maturity or impacted by external factors such as adverse
weather. Our new Head of Operations drove meaningful
progress in conversion rates, particularly across the Noci estate,
with notable improvements in site profitability. Investments in
the outdoor spaces across the Coppa Club estate, designed to
increase all-weather use, significantly boosted footfall and are
expected to continue to underpin the brand’s year-round appeal.
Tavolino continued to perform strongly, delivering increased
EBITDA growth of 33% year on year. The Group’s financial position
remains healthy, with cash at bank at 29 September 2024 of
£5.8m (2023: £1.9m).
NAVIGATING COST PRESSURES AND DRIVING
EFFICIENCY WHILE MAINTAINING QUALITY
The industry-wide pressures of increased employer National
Insurance contributions and National Living Wage are being
carefully navigated by management to minimise their impact,
alongside an intensification of the drive towards greater
efficiencies that has been underway within the Group for
some time.
During the period, our recently appointed Head of Procurement
successfully refined the supply chain and has started to optimise
supplier agreements.
While food and utility prices continued to ease in the year,
the consumer spending landscape remained uncertain, and
the workforce cost increases in the 2024 Autumn Budget will
increase challenges for the whole sector. Encouragingly, despite
pressures on consumer spending, higher-priced menu items
continued to perform well.
We will remain focussed on continuing to seek ways to
streamline our operations and be more productive without
compromising the quality of our offering.
Financial Statements
Governance
Strategic Report
09
Chairman’s Statement continued
STRATEGIC EXPANSION, INNOVATION AND GREATER
RESILIENCE ACROSS OUR ESTATE
Two new sites were opened in the period, delivering on our
strategy to expand both brands when attractive long-term
opportunities present themselves.
Coppa Club Townhouse Cardiff opened in May 2024 and
traded well, with high footfall and revenue resulting in multiple
standout weeks. The city centre position has also meant that the
downstairs bar has also been able to fully capitalise on crowds
attending events at the Principality Stadium.
The opening months at Noci Richmond, which also opened its
doors in May, have been encouraging and we remain confident
its popularity will continue to increase as its reputation grows
among locals.
It was a challenging year from a weather perspective across the
estate, characterised by an unusually wet spring and the coldest
summer since 2015.
To counteract this and to help mitigate weather related
disruption in future years, a lot of work has taken place to
transform the outdoor spaces at many of our sites. This is typified
by the successful addition of The Lobster Bar, a covered BBQ
area by the riverside, at Coppa Club Streatley. We also introduced
a new covered drinking terrace at Coppa Club Cobham and
invested in more outdoor igloos across the estate.
The introduction of a winter-themed feature, including a
snow machine, at Coppa Club Tower Bridge exemplifies our
commitment to creative initiatives to enhance the customer
experience. Already benefiting from the resurgence of tourism
in central London, the site achieved its highest-ever sales week
post-period.
While the Group’s large outdoor spaces mean the weather
will continue to be an important variable, the steps we have
taken to reduce dependency on favourable conditions and
balance performance across seasons stands us in good stead for
the future.
We are exploring further site openings in FY25. We will continue
our disciplined policy of proceeding only where our analysis
provides strong support for the potential likely financial return.
STRENGTHENING LEADERSHIP FOR THE NEXT
PHASE OF GROWTH
As already mentioned, we made significant progress last
year on improving operational efficiency and the quality and
consistency of customer experience. However, there is still much
to be done in both areas and the Board decided to seek new,
experienced leadership to drive forward the next phase of our
development. We were delighted to announce in January 2025
the appointment of Mark Loughborough as Chief Executive
Officer and a Board Director. Mark brings over three decades of
hospitality experience, including an influential tenure at Young &
Co Brewery PLC, where, as Retail Director, he was responsible for
significant financial and operational success. His strategic vision,
focus on efficiency, and proven ability to drive profitable growth
align perfectly with our priorities.
Andy Bassadone has transitioned from Executive Chairman to
Executive Director releasing more time for him to focus on one of
our key priorities -the development and expansion of Noci. I have
assumed the role of Non-Executive Chairman having previously
been Non-Executive Director.
Key areas of leadership were also strengthened elsewhere in
FY24 to support the Group’s long-term objectives.
CURRENT TRADING AND OUTLOOK
We approach the year ahead with confidence in the business
and faith in our ability to navigate the continued challenges of
an ever-evolving sector under our new leadership. Thanks to the
substantial efforts invested in strengthening our organisational
structure and enhancing our site portfolio, the Group is steadily
regaining momentum.
The rises in Employer National Insurance contributions and
Minimum Wage have had a negative impact on everyone in
the industry and will ultimately result in reduced disposable
income for consumers as costs are passed on. However, with
enhanced cost discipline and a robust cash balance, we are in a
strong position.
While we will remain vigilant in monitoring the trading
environment and ready to adapt to any shifts, the solid start to
the new financial year including a strong festive period reinforces
our confidence looking forwards. We are currently trading in line
with market expectations for FY25 and remain optimistic that it
will be another year of progress.
GLYN BARKER
Non-Executive Chairman
In the second half of the financial
year we opened two new venues:
Coppa Club Townhouse Cardiff
and Noci Richmond.
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
10
DISHES OF PASTA SOLD
247,000
Strategic Report
Governance
Financial Statements
11
Market Review
The shake-up of the UK restaurant sector
continues to accelerate at pace, driven by
the many well-documented industry-wide
challenges. However, this in turn has
created some significant opportunities in
the sector for a well-placed operator.
SITE AVAILABILITY
A number of restaurant leases in prime
locations are available due to closures, often
with extensive fit outs.
WHAT THIS MEANS FOR OUR INDUSTRY:
The availability of these prime locations means that the business
has a variety of options of sites to consider which aids the
Group’s plan to expand and open new sites in the future. Sites
with existing extensive fit outs will require less investment and
landlords are keen to offer attractive rents, rent-free periods and
landlord contributions to encourage occupancy.
HOW WE ARE RESPONDING:
We are continuously looking for new opportunities in line
with the business strategy to grow and roll out new sites.
We work with landlords upon taking on new leases to negotiate
favourable terms.
CHANGES IN CONSUMER BEHAVIOUR
Ways of working changed considerably
following Covid-19.
WHAT THIS MEANS FOR OUR INDUSTRY:
People who are working from home can work from anywhere
and often seek places where they can spend the whole day and
work from. This level of hybrid working is clearly here to stay
which benefits our local sites in the community.
HOW WE ARE RESPONDING:
Coppa Club is an all-day concept, with a real focus on welcoming
customers to satisfy whatever their needs are. This includes
offering a relaxing environment with many different areas for
privacy, together with an all-day food and drink menu spanning
from breakfast to dinner.
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
12
ACQUISITION OPPORTUNITIES
Strong liquidity and a wealth of experience
means we are well placed to make selective
and targeted acquisitions of either high-
quality individual sites or, if appropriate,
restaurant brands.
WHAT THIS MEANS FOR OUR INDUSTRY:
We are looking for new sites to aid the growth of our business in
line with our expansion strategy.
HOW WE ARE RESPONDING:
The Group underwent a debt for equity swap in the year which
resulted in minimal debt and a healthy net cash position with
readily available funding to acquire these closed sites. The senior
leadership team has significant experience to successfully
integrate these future acquisitions.
REDUCED COMPETITION
A significant number of branded chains,
and numerous independents, have been
impacted by Covid-19, the cost of living crisis,
and National Minimum Wage increases.
WHAT THIS MEANS FOR OUR INDUSTRY:
The hospitality industry has suffered significantly through
a pandemic, cost of living, price inflation and government
decisions such as the National Minimum Wage increases. As a
result, several businesses have had to close sites, which in turn
reduces our competition.
HOW WE ARE RESPONDING:
We are ensuring we are up to date with the industry news
to seek out opportunities by always ensuring we offer the
best experience compared to competition. With competition
reducing this allows us to excel further.
Strategic Report
Governance
Financial Statements
13
ENTREPRENEURIAL LEADERSHIP WITH
EXPERT EXPERIENCE:
We are led by entrepreneurs Andy Bassadone and
Hugh Osmond who bring extensive experience in
creating and growing some of the UK’s most successful
hospitality groups.
WELL-INVESTED CENTRAL INFRASTRUCTURE
TO SUPPORT GROWTH
Experienced head office structure capable of supporting
our growth plans as well as established in-house
support functions such as finance, HR, marketing and
procurement. As well as the ability to operate the current
business, we also have vast experience of executing
builds, new openings and acquisitions.
STRONG FINANCIAL RESOURCES TO
SUPPORT GROWTH
The successful equity raise generating cash of £10.1m in
December 2023 has enabled the Group to fuel expansion
plans. Alongside the equity raise, the Group converted
£11.4m of debt into equity, leaving the Group with
minimal debt and a strong balance sheet. This allows us
to move forward with enhanced financial firepower and
our sights firmly set on expansion.
AN EXCEPTIONAL EXECUTIVE TEAM
Led by CFO Sharon Badelek and a newly appointed
CEO Mark Loughborough, the team has considerable
sector expertise and a proven track record of delivering
growth strategies for hospitality groups over many years.
Their understanding of the market and strategic guidance
will ensure the successful rollout of our key brands.
ESTABLISHED SCALABLE BRANDS
The Group has two key brands poised for roll out: Noci, an
evolution of Tavolino, designed for the high street, and
our established Coppa Club brand including the new
townhouse formats which have proved successful in
Bath and Guildford.
Our business model
highlights what we strive to
offer and captures how we
deliver the best experience
and value to all of our
stakeholders.
WHAT WE DO
RESOURCES
Our Business Model
WE MANAGE, ACQUIRE AND INVEST IN
PREMIUM CLUBS, HOTELS AND RESTAURANTS
TO PROVIDE ENJOYABLE EXPERIENCES TO
MILLIONS OF CUSTOMERS EVERY YEAR.
Our entrepreneurial spirit means we
are always looking to develop brands
in-house that could join Coppa, Noci and
Tavolino in being rolled out in the future.
But with a strong executive team,
we are constantly on the lookout for new
acquisition opportunities which match
our values and ambition, and to which
we believe our expertise could add
considerable value.
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
14
DEVELOP AND OPERATE
COPPA CLUB AND NOCI
BRAND RESTAURANTS
CREATE WELCOMING
AND INCLUSIVE SPACES
FOR SOCIALISING,
WORKING, AND
RELAXING
INVEST IN EMPLOYEE
WELL-BEING AND
DEVELOPMENT
MAINTAIN STRONG
RELATIONSHIPS
WITH SUPPLIERS TO
ENSURE HIGH-QUALITY
INGREDIENTS
PRIORITISE CUSTOMER
SATISFACTION AND
OPERATIONAL
EFFICIENCY
CUSTOMERS:
Providing unique
and enjoyable
experiences in high-
quality venues.
EMPLOYEES:
Creating a rewarding
and supportive work
environment with
opportunities for career
progression.
SOCIETY:
Contributing to our local
communities.
SUPPLIERS:
Building long-term
partnerships based on
trust, fair pricing, and
mutual benefit.
SHAREHOLDERS:
Striving to generate
financial returns
through strategic
growth and operational
excellence.
HOW WE DELIVER VALUE
Strategic Report
Governance
Financial Statements
15
Task Force on Climate-Related Financial
Disclosures (‘TCFD’)
INTRODUCTION
The FY24 year is the second time Various Eateries PLC reports under the Companies (Strategic Report) (Climate-related Financial
Disclosure) Regulations 2022. Various Eateries has adopted Taskforce on Climate-Related Financial Disclosures (‘TCFD’) which are
consistent with the Companies (Strategic Report) (Climate-related Financial Disclosures) Regulations 2022. This section details Various
Eateries’ climate-related disclosures, in accordance with the TCFD recommendations. Various Eateries is putting governance in place
to formalise the management of climate-related risks and opportunities. This will enable Various Eateries to embed climate change
risks into existing frameworks, and ensure future strategic and business decisions are mindful of these considerations. Various Eateries
recognises the importance of minimising our impact on the environments we operate in, and of using ESG in building a resilient
business strategy.
GOVERNANCE: DISCLOSE THE ORGANISATION’S GOVERNANCE AROUND CLIMATE-RELATED RISKS AND
OPPORTUNITIES.
TCFD RECOMMENDATION
CURRENT STATUS
UPDATES AND PLANS FOR FY25
Describe the Board’s oversight
of climate-related risks and
opportunities
The Board continues to meet on a monthly basis, and
discuss financial updates, which includes business drivers,
consumer habits and cost of goods. The relevant key risks,
as disclosed in our Annual Report, are identified as
“consumer behaviour & confidence” and “cost inflation”.
The Board have appointed a Sustainability Committee to
meet on a quarterly basis.
Whilst climate change is not as a standalone risk included
within the governance framework, Various Eateries
recognises that the business risks identified are influenced
by the impacts of climate change. It is acknowledged that
consumer behaviour can change with an increase in
extreme weather events, both in desire to go out and
spend, but also in ability to physically access venues.
Cost inflation has been driven by many socio-economic
factors as well as environmental, but surety of supply and
therefore pricing are impacted by extreme weather
conditions across the world. We have looked to extend
longer-term engagement with key partners who share a
similar approach to sustainability and achieving a net
zero position.
Opportunities arise from continued investment in a
diverse portfolio of brands that is spread geographically to
minimise impact in any single area. Various Eateries also
use menu engineering to control F&B costs and avoid
price inflation and minimise disruption in the supply
where possible.
• Throughout FY25 and beyond, climate change risks
and opportunities will form part of the agenda for
Board meetings.
• Climate change governance, risk and opportunities
will also be on the agenda for the Audit and AIM
Compliance Committee (‘AACC’).
Describe management’s role in
assessing and managing
climate-related risks and
opportunities
Senior management in finance and operations currently
hold weekly Trading meetings, reviewing revenue
numbers and footfall. These will typically consider the
impact of the weather on trade, and comment on any
issues with suppliers.
Monthly meetings are also conducted to review site by site
performance, ongoing trends and mitigating actions.
Product availability is discussed as required, looking at
solutions for issues such as products being out of stock,
and potential substitutes or alternative products
are considered.
We meet on a regular basis with our chosen Energy
consultants to stay up to date and explore opportunities
and gain insight into the rest of the market.
We use LED bulbs across the estate, donate to
environmental charities and are trialling several ways to
reduce energy usage including heat recovery, data
monitoring and voltage optimisation. We are also
exploring a 100% renewable energy contract for FY25.
During FY25 Various Eateries will explore and define
roles and strategies to all climate-related risks and
opportunities; ensuring sufficient mitigation is put in
place and that the Board receive regular updates. This
will be the responsibility of the Sustainability Committee.
Should our trials of heat recovery and data monitoring
show a reduction in energy usage we have funding to
roll this out across the portfolio.
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
16
STRATEGY: DISCLOSE THE ACTUAL AND POTENTIAL IMPACTS OF CLIMATE-RELATED RISKS AND
OPPORTUNITIES ON THE ORGANISATION’S BUSINESS, STRATEGY AND FINANCIAL PLANNING WHERE SUCH
INFORMATION IS MATERIAL.
TCFD RECOMMENDATION
CURRENT STATUS
Risk term: Short (S) up to 2026, Medium (M) 2026-2035, Long (L) 2035-2050
Describe the climate-related
risks and opportunities the
organisation has identified over
the short, medium and long
term
General Risks
1.
Various Eateries does not engage on climate risks to identify and pursue opportunities for competitive
advantage. (S) (M).
2. Energy costs have the potential to increase over time, particularly when considering UK energy security. (S) (M) (L).
3. Potential increases in carbon-related levies and surcharges for Greenhouse Gas (‘GHG’) emissions, which could
increase operating costs. (S) (M) (L).
General Opportunities
4. Improving Various Eateries’ climate-related credentials could improve brand reputation which may enhance the
business reputation and sales performance. (S) (M).
5. If strategies are devised to reduce GHG emissions in advance of potential cost increases due to wholesale energy
and carbon being applied, the overall impact to operating costs can be minimised. This may also include energy
efficient technology. The Various Eateries property team is investigating voltage optimisation systems and heat
recovery on new openings, subject to space and electricity supply capacities. (S) (M) (L).
6. Various Eateries has a proactive risk management strategy in place with an appointed consultant to mitigate the
risk of wholesale market fluctuations.
Weather – Risks and Opportunities (S) (M) (L)
Trade can fluctuate according to the weather. The diversity of the Various Eateries portfolio is a strength and helps
mitigate this risk – i.e. with town and country locations, guests visit for different reasons at different times. (S) (M).
Heavy rain, extreme cold or extreme heat can have a negative impact on desire to socialise externally. (S) (M).
Extreme cold/snow/rainy conditions can mean suppliers, guests and staff struggle to access some locations. (S) (M).
We have partnered with Thames Rivers Trust who are geographically aligned with our portfolio. We support them by
donating a % of our sales to support their initiatives and to gain better insight and understanding of climate-related risks
and impacts to our organisation.
Cost pressures and availability of key supplies – Risks and Opportunities (S) (M) (L)
Flooding, extreme heat/drought cause issues in the supply chain. Historically there have been occasions where required
products haven’t been available at all (e.g. shortage of tinned tomatoes, sunflower oil, olive oil, tenderstem broccoli etc.).
(S) (M) (L).
Backup suppliers are in place for key lines but if sourced from a secondary supplier, that is often at greater cost.
Various Eateries prioritises surety of supply over cost in order to meet and exceed guest expectation. (S) (M) (L).
Cost pressures and energy usage – Risks and Opportunities (S) (M) (L)
Increase in energy is are an industry-wide issue; whilst Various Eateries takes reasonable steps to manage energy costs,
there are knock-on impacts through increased costs being passed on within the supply chain.
Extreme weather giving rise to increased heating or air conditioning usage. (S) (M) (L).
Over the medium and long term, Various Eateries recognises site selection should take into account portfolio
diversification.
Trialling of different ways to help to reduce our energy usage and rolling out to every site should they be successful.
This includes data monitoring on the whole site, redistributing heat from the kitchen to the rest of the site (heat
recovery), voltage optimisation and monitoring the kitchen duct and extraction activity.
A 100% renewable energy contract which will help reduce cost and mitigate price movements over a longer period.
Describe the impact of
climate-related risks and
opportunities on the
organisation’s business,
strategy and financial planning
As detailed in the FY23 Annual Report, Various Eateries’ strength and resilience is exhibited in the diversity of sites and
types of venues that we operate. This helps minimise the impact of any one factor and is a deliberate business strategy.
Supply chain strategy is also a key consideration, with a focus on maintaining secondary relationships where product
lines are vulnerable to adverse impact of climate change. However, this could have an impact on pricing, therefore risks
and benefits must be considered.
Flexibility in menu engineering is an alternative way of dealing with supply chain issue. Substitutions were a common
and well understood occurrence during the Covid pandemic but issues are still present in the market now with natural
phenomena destroying crops on a regular basis (such as El Nino in South America impacting avocados, and
devastating floods in Kenya impacting tenderstem broccoli).
Financial Statements
Governance
Strategic Report
17
Task Force on Climate-Related Financial
Disclosures (TCFD) continued
TCFD RECOMMENDATION
CURRENT STATUS
Risk term: Short (S) up to 2026, Medium (M) 2026-2035, Long (L) 2035-2050
Describe the resilience of the
organisation’s strategy, taking into
consideration different climate-
related scenarios, including a 2°C
or lower scenario
To date, the Various Eateries strategy has shown resilience to climate-related impacts. Whilst cost pressures could have
simply been managed by price increases, despite a 20% or higher inflationary environment, we have passed on very
little in the way of price increases to our guests. Various Eateries has dealt with these cost pressures by efficient cost
control, tendering, and menu engineering.
Similarly, Various Eateries has dealt with product issues by communicating swiftly with suppliers on appropriate
substitutions or putting in place backups where issues could be foreseen.
Various Eateries is hedged against energy prices until contracts expire in October 2025 and September 2027 for the
majority of our estate (not including new openings or consumption over and above run rate) so have been fairly
protected particularly in the energy peak we saw at the start of 2023. Various Eateries will continue to take advice on
energy hedging from its consultants and is likely to carry on with its ‘surety of supply first’ procurement strategy, moving
further into climate-related scenarios. Gas & Water contracts have been secured for the next three years and the 100%
green electricity contract, once signed, will secure supply for the next five years.
Various Eateries will continue to work on its resilience with respect to specific quantified climate scenarios and will over
the next few years be reviewing the following:
Climate-related scenario planning assessment, tailored to Various Eateries’ supply chain.
• Assessment of Various Eateries’ full Greenhouse Gas (‘GHG’) emissions covering Scope 1, Scope 2 and Scope 3
emissions. Various Eateries exacting criteria for supplier selection has ensured key partners within the value chain
are well advanced in progressing their sustainability agendas.
• Exploration of GHG reduction targets and opportunities including but not limited to net zero aligned with 1.5°C
climate science.
• Consideration of specific climate-related scenarios ranging from 1.5°C to 4.0°C scenarios.
RISK MANAGEMENT: DISCLOSE HOW THE ORGANISATION IDENTIFIES, ASSESSES AND MANAGES CLIMATE-
RELATED RISKS.
TCFD RECOMMENDATION
CURRENT STATUS
Describe the organisation’s
process for identifying and
assessing climate-related risks
Various Eateries is in the early stages of the process assessing climate-related risks, and will be working with its
appointed sustainability consultants throughout FY25 to further develop its approach.
Describe the organisation’s
processes for managing climate-
related risks
Various Eateries does not currently have a formal process for managing climate-related risks, and will be working with
its appointed sustainability consultants throughout FY25 to further develop its approach.
Describe how processes for
identifying, assessing, and
managing climate-related risks are
integrated into the organisation’s
overall risk management
Various Eateries has a reasonable understanding of the potential impact and risks of climate change relevant to its
operations and these have been detailed earlier within this report and they are considered within key
strategic decisions.
It is recognised that Various Eateries will work to formalise the processes to identify and manage key climate risks that
appear as the business evolves and include this within the business overarching risk management strategy. This is
something it has been exploring with its partners, during FY24, and will continue to in FY25.
METRICS AND TARGETS: DISCLOSE THE METRICS AND TARGETS USED TO ASSESS AND MANAGE RELEVANT
CLIMATE-RELATED RISKS AND OPPORTUNITIES WHERE SUCH INFORMATION IS MATERIAL.
TCFD RECOMMENDATION
CURRENT STATUS
UPDATES AND PLANS FOR FY25
Disclose the metrics used by the
organisation to assess climate-
related risks and opportunities in
line with its strategy and risk
management process
Various Eateries does not have any climate-specific
metrics to identify climate-related risks and opportunities
at present.
• Exploration of potential targets for reducing Scope 1,
Scope 2 and Scope 3 emissions.
• Work to deepen understanding of climate
associated metrics.
Disclose Scope 1, Scope 2 and, if
appropriate, Scope 3 greenhouse
gas (‘GHG’) emissions and the
related risks
Various Eateries has been reporting and disclosing Scope
1, Scope 2 and limited Scope 3 emissions (indirect
transport) since FY20 as part of the Streamlined Energy
and Carbon Reporting (‘SECR’). requirements as detailed
on page 19.
• Investigating the potential to measure and
understand all Scope 3 emissions and maintain
robust criteria for value chain partner selection.
Describe the targets used by the
organisation to manage climate-
related risks and opportunities and
performance against targets
Various Eateries does not currently have any targets in
relation to climate risks and opportunities.
• In FY25 Various Eateries will work to develop plans to
understand the full GHG emissions for the business,
and explore targets.
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
18
GREENHOUSE GAS EMISSIONS
This table is based on the SECR report and reference to GHG figures may be linked to the SECR section of the Annual Report.
Total Scope 1 and 2 GHG emissions have increased compared to last year as a result of increased business activity and growth. LED
lighting has been installed across the estate and the business continues to explore further opportunities for energy reduction.
Energy Consumption
2023/24
2022/23
Scope 1: Combustion of fuel and operation of facilities
Natural Gas (kWh)
5,097,782
5,036,536
Total Scope 1 Energy (kWh) excl
Refrigerants
5,097,782
5,036,536
Scope 2: Electricity purchased
Total Electricity (kWh)
5,675,958
5,177,721
Scope 3: Indirect Transport
Employee Owned Vehicles (kWh)
224,281
225,888
Total Scope 1, 2 and 3 Energy Consumption (kWh)
10,998,021
10,440,145
Emissions Assessment
2023/24
2022/23
Scope 1: Combustion of fuel and operation of facilities
Natural Gas (tCO2e)
932
921
Total Scope 1 – (tCO2e)
932
921
Scope 2: Electricity purchased and heat and steam
generated
Location Based (LB) (tCO2e)
1,175
1,072
Market Based (MB) (tCO2e)
2,236
1,558
Scope 3: Indirect Transport
Employee Owned Vehicles (tCO2e)
54
56
Location Based
Total Scope 1, 2 and 3 Emissions
(tCO2e)
2,161
2,050
Market Based
Total Scope 1, 2 and 3 Emissions
(tCO2e)
3,222
2,536
Intensity Metric Assessment
2023/24
2022/23
Market Based
Total Scope 1 – 3 (LB) (tCO2e/turnover
£m)
43.7
45.1
EXCLUSIONS: No mandatory emissions have been excluded from this report.
EMISSIONS FACTORS APPLIED: DEFRA 2024.
METHODOLOGY: This report is aligned with the GHG Protocol and Environmental Reporting Guidelines including Streamlined Energy
and Carbon Reporting guidance.
ESTIMATIONS: 4.7% of the energy data (kWh) and 4.9% of the emissions data (tCO2e) are based on extrapolated/estimated values.
SCOPE OF EMISSIONS INCLUDED IN THE REPORT: Electricity, Natural Gas and Indirect Transport.
METHODOLOGY AND EMISSIONS DATA
The above emissions data has been produced in accordance with the Streamlined Energy and Carbon Reporting (‘SECR’) framework,
under the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. The footprint
is calculated in accordance with the Greenhouse Gas (‘GHG’) Protocol and Environmental Reporting Guidelines, including SECR
guidance. DEFRA emission factors have been used for all emission sources to allow an activity to be converted into carbon dioxide
equivalent (CO2e).
Financial Statements
Governance
Strategic Report
19
Financial Review
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
20
OVERVIEW
The KPIs of the Group’s performance are summarised in the table below:
52 weeks ended
29 September
2024
£ 000
52 weeks ended
1 October
2023
£ 000
Change
%
Revenue
49,486
45,495
9%
Adjusted EBITDA (before impact of IFRS 16)*
300
(2,189)
114%
Adjusted EBITDA* (see page 26)
4,355
1,556
279%
Operating loss
(928)
(4,207)
(78%)
Total loss for the year after tax
(3,357)
(6,677)
(50%)
Basic and diluted earnings per share (pence)
(2.0)
(8.1)
(75%)
Net cash flow from operating activities
2,311
2,082
11%
Net cash / (debt) excluding IFRS 16 lease liability
2,690
(11,609)
123%
Number of sites
20
18
11%
*
Not audited.
Summary of financial performance for the 52 weeks ended 29 September 2024:
Reconciliation of loss before tax to Adjusted EBITDA*
52 weeks ended
29 September
2024
£ 000
52 weeks ended
1 October
2023
£ 000
Revenue
49,486
45,495
Loss before tax
(3,357)
(6,677)
Impairment on property, plant and equipment
636
–
Reversal of impairment on property, plant and equipment
(1,574)
–
Net financing costs
2,429
2,470
Depreciation and amortisation
5,502
5,571
EBITDA before exceptional costs
3,636
1,364
Pre-opening costs
337
859
Share-based payments
391
69
(Profit)/loss on disposal of assets and leases
(9)
37
Gain on early surrender of lease
–
(899)
Restructuring costs
–
126
Adjusted EBITDA (IFRS 16)
4,355
1,556
Adjustment for rent expense
(4,055)
(3,745)
Adjusted EBITDA (IAS 17)
300
(2,189)
*
Not audited.
Adjusted EBITDA is our earnings before interest, taxes, depreciation and amortisation adjusted to exclude group pre-opening costs,
share-based payments, gains and losses on property and restructuring costs.
FINANCIAL PERFORMANCE
Overall Group revenue increased by 9% (FY24: £49.5m, FY23: £45.5m). During the year the Group recognised £1.2m of other operating
income which was largely derived from an business interruption insurance claim in relation to Covid-19. The Group’s adjusted EBITDA
increased by £2.8m, from £1.6m in FY23 to £4.4m in FY24. During the year, the Group focused on driving profitability through contract
renegotiations and smarter rostering which has significantly contributed to its EBITDA growth despite challenging market conditions.
The loss after tax has decreased from £6.7m in FY23 to £3.4m in FY24. In FY24 the Group incurred impairments to goodwill of £nil
(2023: £nil), and right‑of‑use assets of £0.3m (FY23: £nil) and property, plant and equipment of £0.3m (2023: £nil). The Group recognised
impairment reversals to goodwill of £nil (2023: £nil), right-of-use assets of £1.2m (2023: £nil) and property plant and equipment of
£0.4m (2023: £nil). The Group’s depreciation and amortisation charge has decreased by £0.1m (from £5.6m in FY23 to £5.5m in FY24)
and pre-opening costs have decreased by £0.6m (from £0.9m in FY23 to £0.3m in FY24). The Group’s share-based payment charge
has increased by £0.3m (from £0.1m in FY23 to £0.4m in FY24). See note 28 for more details on share-based payments and note 31 for
details on post-year end share options issue.
Financial Statements
Governance
Strategic Report
21
FINANCING COSTS
Financing costs of £2.4m (2023: £2.5m) have decreased by £0.1m in the year. This arises from increases in lease liability interest as we
have invested in new sites, together with decreases in costs on the deep discounted bonds following the debt to equity conversion.
52 weeks ended
29 September
2024
£ 000
52 weeks ended
1 October
2023
£ 000
Interest income on bank deposits
(5)
–
Financing costs on bank overdraft and borrowings
575
897
Lease liability interest
1,859
1,573
Net financing costs
2,429
2,470
IMPAIRMENTS
A detailed review of each individual site has resulted an impairment charge of £nil against goodwill (2023: £nil), £0.3m (2023: £nil)
against right-of-use assets. The detailed review also resulted in a reversal of impairment charge against goodwill of £nil (2023: £nil),
£1.2m (2023: £nil) to right-of-use assets and of £0.3m (2023: £nil) to property, plant and equipment and of £0.4m (2023: £nil) to property,
plant and equipment. Detail of the methodology is included in notes 14 and 15 on pages 63 to 66.
DIVIDENDS
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.
CASH FLOW AND BALANCE SHEET
Net cash flow from operations increased from £2.1m in FY23 to £2.3m in FY24.
During the period the Group invested £4.3m (2023: £6.8m) in capital expenditure in support of future growth. A new Coppa Club site
was opened in Cardiff and a new Noci site opened in Richmond. Furthermore some light refurbishment was undertaken across other
locations with a focus on enhancing our outside spaces.
In December 2023, the Group issued additional share capital generating net cash of £10.1m after repayment of a deep discounted bond.
As a result of the investment undertaken during the year, and the debt to equity conversion, the Group ended the period with cash at
bank of £5.8m (2023: £1.9m).
KEY PERFORMANCE INDICATORS (‘KPIS’)
The Group reviews numerous financial indicators of performance, as shown on page 26, on a monthly and annual basis. Non-financial
key performance indicators such as guest opinion scores and customer feedback are reviewed weekly.
Principal Risks & Uncertainties
The Board recognises that a robust risk management
approach is an important part of our ability to maintain
stakeholder confidence. We continue to formalise our
risk management framework and processes, ensuring
we can effectively identify, and mitigate, the risks faced
by the Company.
The Board has overall responsibility for risk management, validating the risk management
framework, and reviewing its effectiveness.
Risk management is an evolving and continuous process, and our aim is to manage risk
in a proportionate and consistent way; helping the Company achieve its strategic objectives.
Principal risk
Description
Our mitigating actions
Change on
previous year
COST INFLATION
The Group is subject to inflationary
pressures including increases in National
Insurance, National Living Wage and utility
costs on the rise.
F&B costs are positively impacted by the
dip in inflation.
Whilst the Group is subject to these
inflationary cost pressures, it is able
to mitigate some of this against the
slowing of inflation on F&B costs
and economies of scale. The Group
continually evaluates its labour model
to ensure it runs efficiently. Our
experienced Head of Supply Chain &
Procurement considers all potential
cost savings continuously, including
exploring greener and more cost
effective utilities.
CONSUMER
BEHAVIOUR
& CONFIDENCE
The Group operates in a competitive
industry in the UK, and is therefore
subject to impacts from the wider health
of the UK economy. Levels of disposable
income is starting to ease as a result
of significant year-on-year National
Living Wage increases and interest rates
starting to decline. As a result, consumer
confidence will start to build.
The Group maintains focus on both
quality and value, to ensure they are
ahead of competitors. The estate
also benefits from being a diversified
portfolio, both in terms of geography
and offer.
RECRUITMENT &
RETENTION
The Group’s performance is largely
dependent on the management team
and employees across its sites. It is
therefore important that the Group can
continue to employ the right people,
with the right skills and experience.
The Group works hard to be an employer
of choice and to aid both retention
and recruitment. The Group has also
invested in its Human Resources
department to ensure training, as well as
rewards and incentives, are continually
reviewed and improved. No agency
is used across the Group due to the
experienced internal recruitment team,
and we sponsor overseas for the very
few positions we cannot fill. Given a high
percentage of the workforce are Gen Z,
the HR team invests significant time in
understanding how to communicate
with Gen Z and retain them.
Change on previous year:
Increased risk
No change
Reduced risk
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
22
Principal risk
Description
Our mitigating actions
Change on
previous year
SUPPLY CHAIN
The Group relies on the freshness and
quality of the products supplied in order
to maintain standards.
There are multiple suppliers at hand, all
with good prices, who we have a good
relationship with.
CYBER SECURITY
As the Group grows, and its reliance
on IT increases as new systems are
introduced, there is a greater risk of
impact on trading, reputational damage
or GDPR errors.
The Group employs a Head of IT &
Systems to ensure all upgrades /
changes to any systems are completed
accurately and that data protection
measures are followed and recorded.
We are also continually monitoring and
investing in appropriate firewalls and
security, utilising a third-party provider,
performing annual gap analysis to our
GDPR measures.
CONSISTENCY
With an accelerated expansion plan
across various brands, there is a risk
of lack of focus on food and service
standards. Ensuring continuous
innovation of our product is paramount
to remain ahead of the competition.
The Group holds quality of product and
service at the core of everything it does
and continues to invest in numerous
systems to constantly monitor these in
detail. These include the consolidating
of all social feedback, continuous staff
training, regular in-house auditing and
a robust menu development and
delivery process.
COMPETITION
Although the hospitality industry in
the UK has been under enormous
pressure, it is also the most diverse
and competitive it’s ever been.
Staying relevant and ahead of the
game requires constant vigilance.
As mentioned before, the Group is
constantly led by quality, consistency
and innovation. There is a constant
focus on offering a diverse range of
products for a wide range of people.
This keeps the Group relevant and
popular for different reasons and helps
maintain its competitive edge.
HEALTH & SAFETY
The Health & Safety of our
staff, guests and suppliers is of
paramount importance to the Group.
Equally important is the need to ensure
compliance with numerous regulations
for the sector including food hygiene,
allergens and fire safety.
The Group has a third-party specialist
to ensure that it adheres to the most
up-to-date legislation. The Group also
undertakes extensive training with its
staff, which is then also monitored by
various site visits and audits, both from
internal and external parties, to ensure
documented procedures and policies
are being met.
Financial Statements
Governance
Strategic Report
23
Directors’ Duties – S172 Statement
It is the Board’s responsibility to ensure that Various Eateries
is managed in the long-term interests of all shareholders and
stakeholders in the business.
The Board considers the needs and concerns of all stakeholders
in its running of the Group. By seeking to understand the
differing stakeholder interests and impacts through a proactive
programme of engagement, the Directors ensure its decision-
making is informed and that the development and delivery
of our strategy leads to long-term sustainable success for
Various Eateries.
As required by section 172 of the UK Companies Act 2006, the
Directors have acted to promote the success of the Group for
the benefit of its stakeholders. In meeting this responsibility
during the period, the Directors have had regard, amongst other
matters, to:
a. the likely consequences of any decisions in the long term;
–
Throughout the period the Board has ensured investment
decisions, including new leases, are right for the long-term
prospects of the business, not just in this uncertain economic
environment. Specifically this included signing leases this
past year that protect the Group for the next decade or
so with favourable terms not seen for a long time in the
hospitality property market.
–
The Board also invested in a new concept that is suitable for
expansion with the long-term view of capitalising on both
the current depressed economic climate, and the inevitable
period of recovery that will follow.
b. the interests of the Group’s employees;
–
The Board recognised the need for strong communications
with the employees. A Group-wide newsletter updating the
head office and senior managers on site continues to be an
effective communication tool in the business.
–
An annual engagement survey and a follow-up on last year’s
employee feedback took place and engagement numbers
have gone up across the estate.
–
A new employee engagement and training platform was
launched in the year.
c. the need to foster the Group’s business relationships with
suppliers, customers and others;
–
The Group maintains close dialogue with its suppliers,
looking to consolidate wherever possible without
compromising on quality and security of supply.
–
We have actively reduced the number of different F&B
suppliers in order to both achieve efficiency and to create
closer, more mutually beneficial relationships. Throughout
the last year, especially because of the well publicised supply
chain issues, the Board has encouraged the Culinary Director
and Head of Procurement to engage with our suppliers on a
daily basis, renegotiate credit terms and to meet with them
face to face regularly.
–
The Board discusses the customer feedback in every Board
meeting and uses this data to improve the offering and
service across the Group. Further investment has been
made to both the Company website and central reservations
(both as far as team numbers and IT infrastructure) in order
to more efficiently communicate with our guests and to
increase our efficiency in answering their needs. This is
reflected in the guest scores and general feedback across
the estate.
d. the impact of the Group’s operations on the community
and environment;
–
We are committed to actively reducing our environmental
impact through our sourcing, energy use and waste disposal,
and our place in society. The Group is exploring the use of
energy efficient technologies such as voltage optimisation
systems and heat recovery systems. We are also mindful of
our environmental footprint when sourcing our meat and
fish – we use primarily UK & Irish grass-fed beef, and British
higher welfare chicken. We do not use fish on our menus
rated below MCS 3, and our menus are updated seasonally
to make best use of available produce. We are conscious of
the impact of our waste and work with our waste providers
to minimise how much waste goes to landfill, by recycling
wherever practicable.
–
To engage with the community the Group engages in
a number of activities, and invests in an array of local
community activities such as ‘Mum’s Clubs’, different
wellbeing classes and talks and sponsoring local
charity events.
e. the Group’s reputation for high standards of business
conduct;
–
Internal audit, both desktop and site visits, to ensure
standards are being maintained. This includes operational
audits, customer service audits and financial audits.
–
Ongoing staff training, including staff trainers on sites, a
buddy system for new starters and a revamped SOP for both
front and back of house teams.
–
Formal mystery diner programme, aligned to guest
feedback. This is brand-specific and is updated
every year to ensure standards are aligned with guest needs.
f.
the need to act fairly between members of the Company.
–
Regular shareholder engagement which includes investor
meetings, roadshows, one-to-one meetings, annual general
meetings, RNS announcements and corporate website.
–
One class of share capital to ensure all shareholders are
treated equally.
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
24
SHAREHOLDERS
Why we engage
How we engage
Stakeholder interests
The Board regards effective communication with
shareholders as crucial to understanding and
meeting their needs and expectations.
• Investor meetings and roadshows
• One-to-one meetings
• Interim, ad hoc and annual announcements
• Annual report and AGM
• Corporate website
• Financial and operational performance
• Business model and strategy
• Governance
• Trust in leadership team
We care about the communities we operate in. We
engage with local people and groups in order to learn
how best we can support the local economy, support
local charities and provide a distinct and
differentiated experience.
• Creating all-day multi-use venues, designed
to meet the needs of local communities
• Refurbishing and restoring historic buildings
• Hosting wellness and lifestyle events allowing
local communities to engage with each other
• Providing support to local charities
• Carbon and emissions reporting
• We are a member of the Sustainable
Restaurants Association
• Investment and reinvigoration of local
economies including jobs for local people
• Locations for hosting community and
charity events
Our success is dependent on maintaining a distinct
proposition and relationship with our guests. We
must understand evolving consumer requirements in
order to best meet their needs and ensure
continued loyalty.
• Providing a comfortable and relaxed
home-from-home experience and great
hospitality
• Formal feedback and guest surveys
• Digital marketing and social media
• Publicity activity through key lifestyle
publications
• Pop-up activity
• A distinct and unique proposition
• An all-day offering allowing guests to eat,
meet, work or relax
• A broad, high-quality menu that incorporates
vegetarian, vegan and gluten-free options
• Exciting and convenient locations
• Accessible pricing
• Consistency in service
• Responsiveness to feedback
We are a people business. The skills, experience and
passion of our employees enables us to deliver the
highest levels of quality, standards and service. In
order to attract and retain the best people, we offer
competitive pay rates and believe in fostering a
culture of collaboration, support, two-way listening
and inclusivity.
• Town hall meetings
• Central and brand-specific Intranets,
providing learning resources, community
hubs and a communication channel
• Annual appraisals
• Staff newsletters
• Targeted electronic campaign ‘check ins’
• Annual engagement surveys
• Training and development opportunities
• Career progression and recognition
• Compensation and incentives
• Group culture and reputation
• Health, safety and wellbeing
Our proposition is dependent on access to the best
ingredients from our suppliers.
• Honest and open dialogue and negotiation
• Clear lines of communication/decision-
making
• Annual/six-monthly pricing review
• Ongoing product/service review
• Direct feedback from operational level
• Disciplined ordering/approval process
• Menu development involvement
• Long-term and trusted partnerships
• Fair pricing with mutually beneficial growth
• Ethical and sustainable trading and
procurement
• Clear communication and processes
• Aligned Group culture and values
Approved by the Board on 3 February 2025 and signed on its behalf by:
SHARON BADELEK
CFO
STAKEHOLDER ENGAGEMENT
Further to the section 172 statement, the Group continues to develop an ESG taskforce to develop a clear strategy, through stakeholder
engagement, which will be communicated once clear timeframes and targets are developed. However, as detailed in the table below,
the Group already does a considerable amount to engage with its stakeholders.
SHAREHOLDERS
COMMUNITY AND ENVIRONMENT
CUSTOMERS
EMPLOYEES
SUPPLIERS/PARTNERS
Financial Statements
Governance
Strategic Report
25
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
26
REVENUE (£000)
£49,486
2022
2023
2024
£40,667
£45,495
£49,486
This is our Group revenue, mainly
consisting of food and beverage sales,
together with rooms income from our
clubhouses with rooms.
Key Performance Indicators
OPERATING LOSS (£000)
(£928)
2022
2023
2024
(£5,209)
(£4,207)
(£928)
This is our loss before financing costs
and tax.
CASH FLOW FROM
OPERATING
ACTIVITIES (£000)
£2,311
2022
2023
2024
£1,861
£2,082
£2,311
This is the cash generated from our core
business activities.
ADJUSTED EBITDA (£000)
£300
2022
2023
2024
£437
(£2,189)
£300
This is our earnings before interest,
taxes, depreciation and amortisation
adjusted to exclude Group pre-
opening costs, share-based payments,
gains and losses on property and
restructuring costs..
TOTAL LOSS FOR THE
YEAR AFTER TAX (£000)
(£3,357)
2022
2023
2024
(£7,215)
(£6,677)
(£3,357)
This is our operating loss less financing
costs and tax.
NET CASH/(DEBT)
EXCLUDING IFRS 16
LEASE LIABILITY (£000)
£2,690
2022
2023
2024
(£3,317)
(£11,609)
£2,690
This is our total cash less our
financial debt.
BASIC AND DILUTED
EARNINGS
PER SHARE (PENCE)
(2.0)p
2022
2023
2024
(8.8)p
(8.1)p
(2.0)p
This is our profit after tax, divided by the
weighted average number of ordinary
shares in issue.
NUMBER OF SITES
20
2022
2023
2024
15
18
20
These are the number of individual
venues we operate in.
ADJUSTED EBITDA AFTER
IFRS 16 (£000)
£4,355
2022
2023
2024
£3,531
£1,556
£4,355
This is our adjusted EBITDA after
applying IFRS 16.
Revenue and EBITDA
growth this year have
reinforced the foundations
for long-term success.”
SHARON BADELEK
Chief Financial Officer
Strategic Report
Governance
Financial Statements
27
Governance
Report
30 Board of Directors
32 Chairman’s Statement on
Corporate Governance
36 Directors’ Report
40 Independent Auditor’s Report
28
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
We take
pride
Don’t
compromise
Challenge
yourself
29
Governance
Strategic Report
Financial Statements
Board of Directors
Sharon Badelek
Chief Financial Officer
Appointed: 1 April 2023
In a career spanning more than
30 years, Sharon has held
financial leadership positions at
several high-profile leisure and
hospitality businesses, including
most recently the position of
CFO of RedCat Pub Company, an
investment vehicle established
in January 2021 to acquire
freehold pubs. At RedCat, Sharon
was instrumental in acquiring 110
pubs in a 12-month period.
Earlier in her career, Sharon was
UK Finance Director and later
Group Finance Director at Vue
Entertainment. As part of the
original executive team, Sharon
played a leading role in several
major acquisitions, with the
rollout leading to an increase in
EBITDA from £31m to £110m.
After nine years at the business,
Sharon was influential in selling
the business for £950m.
Sharon has also fulfilled the roles
of CFO of Inspired Villages Group,
a retirement village developer
and operator; CFO and later
CEO of Novus Leisure Limited, a
London pub and nightclub
operator; CFO of Westpoint
Veterinary Group; Financial
Controller and later Group
Financial Controller at Holmes
Place Health Clubs and Group
Chief Accountant at Carlton
Communications Plc. Sharon has
been ACCA qualified since 1996.
Glyn Barker
Non-Executive Chairman
Appointed: 27 August 2020
Glyn is a Chartered Accountant
and worked at PwC until he
stepped down in 2011. During his
time at PwC Glyn held positions
including UK Head of Assurance,
Managing Partner (UK), Vice
Chairman (UK) and Chief
Executive, Markets (Europe). Glyn
is the Chairman of Irwin Mitchell.
He has significant public market
experience as a Director of
Transocean Limited and a senior
advisory partner of Novalpina
Capital. He previously acted as
senior independent director of
Aviva plc until 2019 and as
Chairman of The Berkeley Group
until 2022.
A
Re
N
Mark Loughborough
CEO
Appointed: 20 January 2025
Mark brings over 30 years of
experience in the hospitality
industry, including most recently
14 years at Young & Co Brewery
PLC, where he served as Retail
Director and Executive Board
Member. During this time, Mark
played an instrumental role in
the successful transformation of
Young’s pubs, overseeing the
operation of 280 sites and 1,050
bedrooms across London and
the South of England.
Committee
membership
A
Audit and AIM Compliance
N
Nomination
Re Remuneration
Committee Chairman
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
30
Andy Bassadone
Executive Director
Appointed: 27 August 2020
Andy has significant experience
in the restaurant and hospitality
sector. He was Managing
Director (Europe) of My Kinda
Town, which floated on the
London Stock Exchange in 1994
and which was ultimately sold to
Capital Radio in 1996. He worked
as Senior Vice President for
Europe for Planet Hollywood
before moving to a role as
Chief Executive at
Signature Restaurants.
Between 1998 and 2005,
Andy led the acquisitions of
restaurants including Belgo,
The Ivy, J. Sheekey, Le Caprice
and Daphnes and co-founded a
new restaurant business –
Strada. Signature Restaurants
was sold in 2005 but Andy
continued as Chief Executive in
the new acquisition entity,
ultimately leading to the sale of
Strada in 2007 for £140m and
co-founding Côte at the same
time. Côte was sold in 2013 for
£100m, whilst Andy focused on
developing Bill’s restaurant and
the initial expansion of the Ivy
Café brand. He joined and
invested in Various Eateries
in 2019.
Hugh Osmond
Non-Executive Director
Appointed: 27 August 2020
Hugh founded Sun Capital
Partners Limited in 2001 and
Osmond Capital Ltd in 2017. He
continues to operate both
companies. In 1993, Hugh co-led
the £18m acquisition and market
listing of PizzaExpress. During
the eight years he remained on
the board, PizzaExpress became
one of the UK’s largest sit down
casual dining groups and the
value of the company increased
more than 20-fold. Over this
period, annual losses were
turned into profits of £38m.
In 1997, Hugh co-founded Punch
Group and, as Executive
Chairman, he orchestrated the
acquisition and integration of the
Allied Domecq Retail estate, the
Bass leased estate and inn
business, to create the UK’s
largest pub group. Punch Group
reached an enterprise value of
£3.5bn in 2005. Hugh co-
founded Pearl Group in 2005.
Pearl was acquired for £1.1bn
from Henderson Plc and
embedded value was
subsequently grown to £2.3bn.
Pearl Group acquired Resolution
Plc in 2008 and the enlarged
group (renamed Phoenix Group)
floated in 2009. Phoenix is now
the largest UK insurance
consolidator and is listed in the
FTSE 100 index. Most recently,
Hugh led the investment into
Capital Physio in 2019. He
founded Various Eateries in 2014.
Tiffany Sword
Non-Executive Director
Appointed: 27 August 2020
Tiffany studied architecture at
the University of Cambridge and,
after time at DE & J Levy and
L’Oreal UK she moved to work
alongside Hugh Osmond at Sun
Capital Partners Limited. Tiffany
worked with Hugh on the
creation of Coppa Club from its
inception in 2015, and led the
launch of the first site in
Sonning-on-Thames as
Managing Director. More
recently Tiffany led the
investment into Capital Physio
and the development of its high
street physiotherapy brand,
Bodyset. Tiffany is also a director
of Osmond Capital.
A
Re
N
Gareth Edwards
Non-Executive Director
Appointed: 27 August 2020
Gareth is a qualified solicitor and
was previously a partner at law
firm Pinsent Masons LLP, where
he held both the positions of
Global Head of Corporate and
International Development
Partner. He is currently a
strategic consultant and an
Executive Director of London
Bridge Capital Limited, an FCA
authorised corporate finance
boutique. He has significant
public markets experience and is
Chairman of Nightcap plc, and
Chairman of the Board of
Cornerstone FS plc, all of which
are admitted to trading on the
AIM market of the London
Stock Exchange.
A
Re
N
Financial Statements
31
Strategic Report
Governance
Chairman’s Statement
on Corporate Governance
As Chairman of the Board of Directors of Various Eateries
PLC, my responsibilities include leading the Board effectively,
overseeing the Company’s corporate governance model,
communicating with shareholders, and ensuring that good
information flows freely between the Executive Directors and the
Non-Executive Directors in a timely and efficient manner.
It is the Board’s responsibility to ensure that Various Eateries PLC
is managed in the long-term interests of all shareholders and
stakeholders in the business. The Board believes a strong and
effective corporate governance culture is critical in this respect
as we endeavour to grow a resilient and sustainable business for
the benefit of our shareholders, customers, people and suppliers.
The building blocks are firmly in place, through the recruitment
of strong executives and NEDs, as well as the creation of
committees and structures as detailed.
THE QCA CORPORATE GOVERNANCE CODE
Various Eateries PLC has adopted the 2018 QCA Corporate
Governance Code (the ‘Code’) on a comply or explain basis.
The Code is constructed around ten broad principles and the
report below sets out how we comply with the Code at this
time. Compliance with the Code will be reviewed and updated
annually, and further information can be found within the
compliance statement published on our website. An updated
QCA Code was published in 2023 (the ‘QCA Code 2023’) and was
formally adopted by the Board with effect from 28 January 2025.
Accordingly, we will report against the QCA Code 2023 in next
year’s annual report.
1) ESTABLISH A STRATEGY AND BUSINESS MODEL WHICH
PROMOTES LONG-TERM VALUE FOR SHAREHOLDERS
The Group’s strategy is to drive the long-term growth of
the business. The Group’s business model is described on
page 14 of the Strategic Report, whilst also referenced in the
Chairman’s Statement.
The Board generally meets once a month to review:
• the Group’s operational business performance;
• review of the product and customer feedback;
• business model;
• sales, marketing and IT development;
• property matters including potential new sites;
• strategic considerations; and
• the progress of previously agreed actions.
2) SEEK TO UNDERSTAND AND MEET SHAREHOLDER NEEDS
AND EXPECTATIONS
Various Eateries PLC has a policy of maintaining open two-
way lines of communication with all investors to ensure a clear
understanding of the strategy, business plan and current trading.
This is achieved through a combination of regular investor
meetings (both formal and informal) and quick replies to all
queries received.
The Directors see the Annual General Meeting (‘AGM’) as an
important opportunity to meet shareholders either in person
or virtually, and encourages all investors to participate and
discuss their views. Where feedback is provided, including voting
decisions against Company expectations, the Board will engage
with those shareholders to hear and address any issues.
All corporate information (including any Company
announcements) is available to shareholders, investors and
the public at any time on the corporate website. The key point
of contact for all shareholders is the Group Chairman, Glyn
Barker. See more in our section 172 statement on page 24 of the
Strategic Report.
3) TAKE INTO ACCOUNT WIDER STAKEHOLDER AND
SOCIAL RESPONSIBILITIES AND THEIR IMPLICATIONS
FOR LONG-TERM SUCCESS
The Board recognises that strong, trusted relationships with all
stakeholders (both internal and external) is vital for the long-term
success of the Group. See more in our section 172 statement on
page 24.
As part of the annual planning process, the Board identifies the
following areas as key:
• Quality – food and drink offer and consistent operational
excellence
• Suppliers – sustainable and deep supply chain built on
strong, long-term relationships
• Teamwork – motivating, empowering and retaining our
best people
• Community – nurturing long-term relationships with
guests across all sites; offering quality, good value product
in attractive surroundings to grow sales underpinned by
our Purpose, Values and Behaviours
• Purpose: Great people delivering unique experiences
through continuous innovation
Values:
Behaviours:
We are welcoming
Inclusive and positive; Open minded;
Nothing is too much trouble
We take pride
Own it; Don’t compromise;
Challenge yourself
We are a community
Be part of something; We look
out for each other; We care about
our community
We have a well-developed and detailed intranet which allows
staff to communicate their thoughts with us and where we share
an abundance of learning and coaching materials for staff at
all levels.
Our ears are open – we listen hard and regularly review our
menus, settings and our future location strategy to align with
what our customers and staff are telling us.
We are committed to a culture of respect and a positive,
productive working environment, which is free from any form
of discrimination. We are an equal opportunities employer
and are committed to treating all current and potential new
recruits equally.
Various Eateries PLC encourages collaborative two-way
communication with guests through engagement on social
media, in person on site, via our central reservations team, and
through our integrated feedback platform.
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
32
4) EMBED EFFECTIVE RISK MANAGEMENT, CONSIDERING
BOTH OPPORTUNITIES AND THREATS, THROUGHOUT
THE ORGANISATION
The Group operates a robust risk assessment process, which is
embedded in the normal management and governance of the
business. As part of the annual planning and budgeting process,
management document the significant risks identified, the
severity and their potential impact, and the plans for managing
and mitigating each of those risks.
The Board discusses potential risks at each Board meeting which
includes an assessment of the Group’s internal control system,
comprising financial, operational and compliance controls, to
ensure that the Group’s risk management framework identifies
and addresses all relevant risks in order that the Group’s
strategy can be successfully executed and delivered. This review
considers any significant issues included in reports received
during the year and how the risks may have changed during the
year and reviews any reports on internal controls prepared by
management as well as any issues identified by external auditors.
The Group operates a series of controls to ensure the Executive
team implements the policies for risk management and control.
These include: the annual strategic planning and budgeting
process; a clearly defined organisational structure; authorisation
limits; monthly reviews by the Executive team of financial and
other operational KPIs.
The Audit and AIM Compliance Committee (‘AACC’) meets
periodically to review the effectiveness of internal controls.
The AACC receives reports from management and observations
from the external auditors concerning internal control systems
and any material control weaknesses. Any significant issues
flagged would be included in the risk section of the next
Board meeting.
Principal risks faced by the Group are included on page 22 to 23
of the Strategic Report.
Both the Board and the Executive team are responsible for
reviewing and evaluating risk. The Executive team generally
meets at least weekly to review ongoing trading performance,
discuss budgets and forecasts and new risks associated with
ongoing trading, whilst these figures are also made available to
the wider Board and discussed in Board meetings.
5) MAINTAIN THE BOARD AS A WELL-FUNCTIONING,
BALANCED TEAM LED BY THE CHAIRMAN
The Group is controlled and governed by the Board of
Directors. As the Chairman, Glyn Barker has the responsibility
of running the Board. Mark Loughborough, the CEO, has
executive responsibility for running the business day to day and
implementing the strategy of the Group.
The Board comprises three Executive Directors and four Non-
Executive Directors. Two of these Directors, Gareth Edwards and
Glyn Barker, whilst holding a small immaterial shareholding, are
considered as independent by the Board.
The Board generally meets every month, which all Directors
are expected to attend. They receive all trading and operational
results every month (as per the agreed timetable and in advance
of any meetings). There is a documented schedule of matters
reserved for the Board.
The Board is supported by the Audit and AIM Compliance
Committee, the Nomination Committee and the Remuneration
Committee as detailed below against principle 9.
The Company maintains liability insurance for its Directors
and Officers. The Company has also entered into indemnity
agreements with the Directors, in terms of which the Company
has indemnified its Directors, subject to the Companies Act 2006
limitations, against any liability arising out of the exercise of the
Directors’ powers, duties and responsibilities as a Director or
Officer.
6) ENSURE THAT BETWEEN THEM THE DIRECTORS HAVE
THE NECESSARY UP-TO-DATE EXPERIENCE, SKILLS
AND CAPABILITIES
The Company has seven Directors being Hugh Osmond,
Andy Bassadone, Gareth Edwards, Glyn Barker, Tiffany Sword,
Mark Loughborough and Sharon Badelek.
Details of the Board’s extensive industry experience, skills and
personal qualities are highlighted in the biographies on 30 and
31.
The Board keeps a close eye on all industry changes and
receives regulatory and corporate updates from a number
of external advisers who advise where necessary on the legal
aspects of any ongoing regulatory enquiries. This ensures that
the necessary mix of experience, skills, personal qualities and
capabilities delivers the strategy of the Group for the benefit of
the shareholders over the medium to long term. For example,
Glyn Barker, as the Audit Committee Chairman, is a member
of the ICAEW, and Sharon Badelek, as CFO, is a Certified
Accountant, and both undertake regular development to ensure
they remain up to date with changes in standards.
7) EVALUATE BOARD PERFORMANCE BASED ON CLEAR
AND RELEVANT OBJECTIVES, SEEKING CONTINUOUS
IMPROVEMENT
Executive Directors are assessed annually on performance by the
Chairman before re-election, based on:
• their performance (measured against KPIs);
• their independence (where applicable) and
• continued commitment to the role.
In addition, the overall effectiveness of the Board is measured
on the achievements of the Group’s annual budget and
strategic plan.
Whilst the Group has no formal succession plan, the Board
continues to think long term and will appoint senior roles
where required.
The Board is confident that the Group’s middle management
have the strength to ensure the Group’s business is not adversely
impacted in the period between an Executive Director leaving
and a replacement being recruited.
The Nomination Committee is required to recommend and
review nominees as new directors to the Board where there are
vacancies or where it is felt that additional directors should be
appointed. For new appointments, the search for candidates
will be conducted and appointments made on merit against
objective criteria and with due regard for the benefits of diversity
on the Board.
Financial Statements
33
Strategic Report
Governance
8) PROMOTE A CORPORATE CULTURE THAT IS BASED ON
ETHICAL VALUES AND BEHAVIOURS
The Board aims to lead by example, and to do what is in the best
interests of the Group.
The Group takes a serious approach towards corporate social
responsibility, its values relating to Group culture and its people;
the decisions of the management team and the Group strategy
are also guided by the values wherever appropriate.
With a growing business that encompasses numerous levels of
team diversity and multi-site operations, the Group recognises
the vital importance of maintaining a strong culture and clear
values to its success. The management team also understands
the extent to which the skills, experience and passion of our
employees enables us to deliver the highest levels of quality,
standards and service – so that ultimately, our guests enjoy the
best experience possible with us.
Our teams are chosen carefully; we want people who share the
same passion that we have for our guests, that have a strong
work ethic and that want to enjoy their time in the industry.
We are passionate about developing our team members,
whatever stage of their careers they are at. We have clear
purpose statements for each brand, underpinned by the same
three consistent values and supporting behaviours across the
Group. This is clearly communicated throughout the employee
journey with us.
The Board continuously seeks to ensure that all of its
employees are aware of the Group’s core ethical values, and the
management structure at restaurant, hotel, and regional level
ensures that the ethical values are recognised and respected
throughout the Group.
The values are covered repeatedly throughout the employee
journey through the business: from job descriptions through
interview, the mandatory induction process for new employees,
regular Group-wide ‘town hall’ meetings and training sessions
and staff newsletters. They are used as points of assessment
in annual appraisals which influence promotion and reward,
ensuring that all team members are working to the highest
operational and ethical standards.
Board members undertake regular informal enquiries of
employees to ensure these values are being upheld and
promoted to ensure a healthy corporate culture. Feedback from
all stakeholders allows the Board to maintain an awareness of
the state of its corporate culture, as well as performance against
internal targets.
9) MAINTAIN GOVERNANCE STRUCTURES AND PROCESSES
THAT ARE FIT FOR PURPOSE AND SUPPORT GOOD
DECISION-MAKING BY THE BOARD
During the year the Board has met formally 11 times, the Audit
Committee twice, the Remuneration Committee twice, and
the Nomination Committee met once. Board and Committee
meetings are also convened on an ad hoc basis from time to
time in order to consider specific corporate activity. Directors
are expected to attend all meetings of the Board and the
Committees on which they sit, and the Non-Executive Directors
are expected to devote sufficient time to the Group to enable
them to fulfil their duties as Directors. The Board is satisfied that
the Chairman and each of the Non-Executive Directors are able
to devote sufficient time to the business, and they each maintain
open communication with the Executive Directors and senior
management between the formal scheduled meetings.
Director
Board
Meetings
Audit
Committee
Meetings
Remuneration
Committee
Meetings
Nomination
Committee
Meetings
Chairman
Andy
Bassadone
10/11
N/A
N/A
N/A
Executive
Directors
Sharon
Badelek
11/11
N/A
N/A
N/A
Non-
Executive
Directors
Hugh
Osmond
11/11
N/A
N/A
N/A
Gareth
Edwards
11/11
2/2
2/2
1/1
Glyn Barker
10/11
2/2
2/2
1/1
Tiffany
Sword
11/11
2/2
2/2
1/1
10) COMMUNICATE HOW THE COMPANY IS GOVERNED
AND IS PERFORMING BY MAINTAINING A DIALOGUE WITH
SHAREHOLDERS AND OTHER RELEVANT STAKEHOLDERS
Audit and AIM Compliance Committee (‘the AACC’)
The AACC comprises Tiffany Sword, Glyn Barker and Gareth
Edwards, with Glyn Barker as Chairman. The AACC meets at
least twice a year and at such other times as the Chairman of
the AACC shall deem necessary. The AACC reviews the scope
and results of the external audit, its cost effectiveness, and the
objectivity of the auditors. It also reviews, prior to publication, the
interim financial statements, preliminary results announcement,
the annual financial statements and the other information
included in the Annual Report. In addition, the AACC considers
the regulatory, technical and operational risks of the Company
and ensures these risks are properly assessed, monitored and
reported on and the appropriate policies and procedures are
in place.
During the period, the AACC met twice; in these meetings they
approved the signing of the prior period Annual Report and
approved the interim financial statements. Whilst conducting all
other duties, as described, there were no particular issues or risk
not previously disclosed in this Annual Report that needed to be
communicated or resolved.
Remuneration Committee
The Remuneration Committee comprises Tiffany Sword,
Glyn Barker and Gareth Edwards, with Gareth Edwards as
Chairman. As Chairman, Gareth Edwards has the casting
vote. The Remuneration Committee meets at least once
per financial year. The Remuneration Committee reviews
and recommends nominees as new directors to the Board,
reviews the performance of the Executive Directors and sets
the remuneration of the Executive Directors. In addition, the
Chairman’s Statement
on Corporate Governance continued
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
34
Committee determines the payment of bonuses to Executive
Directors and approves the Group’s bonus and incentive
arrangements for employees.
The remuneration of the Non-Executive Directors is decided
upon by the Board of Directors. The Committee is also
responsible for ensuring the Company’s share option schemes
are operated properly and approves the share option grants to
Executive Directors and employees.
During the period, the Remuneration Committee met twice; in
these meetings, they approved some additional share option
grants to Directors and employees of the Group as disclosed in
the Directors’ Report.
Nomination Committee
The Nomination Committee comprises Tiffany Sword, Glyn Barker
and Gareth Edwards, with Tiffany Sword as Chairman of the
Committee. The Nomination Committee met once during
the year. The Committee is appointed by the Board to assist
the Group and the Board in fulfilling their respective corporate
governance responsibilities under applicable laws, to promote a
culture of integrity throughout the Group and to assist the Group
in identifying and recommending new nominees for election to
the Board.
The Group has a schedule of matters reserved for the Board.
The Board is responsible for formulating, reviewing and
approving the Group’s strategy, budgets and corporate actions.
The Board also ensures that the principal goal of the Group
is to create shareholder value, while having regard to other
stakeholder interests, and takes responsibility for setting the
Group’s values and standards.
At this stage the Board believes that the governance framework
is appropriate for a group of its size, but it continues to keep this
under review. The terms of reference for the various committees
are set out on the Group’s website.
The Group communicates with shareholders through the
Annual Report, interim and annual announcements, the AGM,
investor roadshows, and meetings with individual existing or
potential new investors.
The results of the resolutions from the previous AGM were
communicated through the regulatory information service.
See more in our section 172 statement on page 24.
Financial Statements
35
Strategic Report
Governance
Directors’ Report
The Directors present the Directors’ Report on the affairs of
Various Eateries PLC (‘the Company’) and its subsidiaries (‘the
Group’), together with their audited consolidated financial
statements for the 52–week period ended 29 September 2024
(prior period comparatives are for the 52–week period ended
1 October 2023).
The Corporate Governance Statement on pages 32 to 35 also
forms part of the Directors’ Report.
PRINCIPAL ACTIVITY
The principal activity of the Group is the operation of restaurants
and hotels.
REVIEW OF THE BUSINESS AND FUTURE
DEVELOPMENTS
Information about the progress of the business and the Group’s
corporate activities is given in the Chairman’s Statement on
pages 8 to 10 and the Financial Review on pages 20 to 21 of the
Strategic Report.
MATTERS OF STRATEGIC IMPORTANCE
The business review and future outlook, key performance
indicators, and the principal risks and uncertainties and
engagement with suppliers, customers and others, required
by Schedule 7 of the Large and Medium–sized Companies and
Groups (Accounts and Reports) Regulations 2008 have been
included in the Strategic Report in accordance with section 414C
(11) of the Companies Act 2006.
RESULTS AND DIVIDENDS
The consolidated statement of comprehensive income is
set out on page 48 of the financial statements and shows
the comprehensive loss for the period. The Directors do not
recommend the payment of a dividend.
CAPITAL STRUCTURE
Details of the issued share capital are in note 24 on page 68 of
the financial statements. Each ordinary share carries the right to
one vote at general meetings of the Company.
DIRECTORS OF THE COMPANY
The Directors who served throughout the period and up until the
date of signing, except as noted, were as follows:
GA Barker, AK Bassadone, GM Edwards, HEM Osmond, TC Sword
and SM Badelek.
Biographical details of each of the current Directors in office
at the year end are included in the Board of Directors section
(pages 30 and 31).
CHARITABLE AND POLITICAL DONATIONS
The Group makes occasional contributions to community–
related initiatives. The Group made no political donations in
the period.
Since year end, the Group has entered into an agreement with
some charities whereby the Group donates a % of its revenue to
these charities.
STATEMENT AS TO DISCLOSURE OF INFORMATION
TO AUDITORS
The Directors who were in office on the date of approval of these
financial statements have confirmed that as far as they are aware,
there is no relevant audit information of which the auditors are
unaware. The Directors have confirmed that they have taken all
the steps that they ought to have taken as Directors in order to
make themselves aware of any relevant audit information and to
establish that it has been communicated to the auditor.
RELATED PARTY TRANSACTIONS
Details of related party transactions can be found in note 29.
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
36
STREAMLINED ENERGY AND CARBON REPORTING (‘SECR’)/ENERGY CONSUMPTION
The Group presents its greenhouse gas (‘GHG’) emissions and energy use data under Streamlined Energy and Carbon Reporting for
the period ended 29 September 2024.
Energy Consumption
2023/24
2022/23
Scope 1: Combustion of fuel and operation
of facilities
Natural Gas (kWh)
5,097,782
5,036,536
Total Scope 1 Energy (kWh) excl Refrigerants
5,097,782
5,036,536
Scope 2: Electricity purchased
Total Electricity (kWh)
5,675,958
5,177,721
Scope 3: Indirect Transport
Total Owned Vehicles (kWh)
224,281
225,888
Total Scope 1, 2 and 3 Energy Consumption (kWh)
10,998,021
10,440,145
Emissions Assessment
2023/24
2022/23
Scope 1: Combustion of fuel and operation
of facilities
Natural Gas (tCO2e)
932
921
Total Scope 1 – tCO2e
932
921
Scope 2: Electricity purchased and heat and
steam generated
Location Based (LB) (tCO2e)
1,175
1,072
Scope 3: Indirect Transport
Employee Owned Vehicles (tCO2e)
54
56
Location Based
Total Scope 1, 2 and 3 Emissions (tCO2e)
2,161
2,049
Intensity Metric Assessment
2023/24
2022/23
Intensity Ratio
Total Scope 1–3 (LB) (tCO2e/turnover £m)
43.7
45.1
The Group’s total energy consumption for the period ended 29 September 2024 was 10,998,022 kWh (2023: 10,440,145 kWh). The
increase in total energy consumption was due to additional sites opened in the period.
We continue to look to install new more energy-efficient equipment across our estate, on both new builds and like-for-like
replacements. We are currently trialling the consumption monitoring in more sites with the intention to roll this out across the whole
estate. We are also installing heat recovery in two sites to trial again with intentions on rolling this out across the estate. In addition to
this, the whole estate uses LED lighting. The Group is also at early stages of considering a 100% renewable energy contract in 2025.
DIRECTORS’ REMUNERATION
The remuneration of the Directors of the parent Company who held office during the period was:
At 29 September 2024
At 1 October 2023
Salary
and
fees
£ 000
Employer
pension
£ 000
Benefits
in kind
£000
Share-
based
payments
£000
Total
£ 000
Salary
and
fees
£ 000
Employer
pension
£ 000
Benefits
in kind
£000
Share-
based
payments
£000
Total
£ 000
O Williams
–
–
–
–
–
34
1
–
–
35
TC Sword
35
–
–
34
69
55
–
–
29
84
HEM Osmond
25
–
–
–
25
25
–
–
–
25
Y Malkov
88
–
1
6
95
200
6
3
20
229
GM Edwards
50
–
–
–
50
50
–
–
–
50
AK Bassadone
–
–
11
36
47
–
–
9
–
9
GA Barker
50
–
–
–
50
50
–
–
–
50
SM Badelek
220
22
3
99
344
90
9
3
13
115
Total
468
22
15
175
680
504
16
15
62
597
Benefits in kind includes private medical insurance.
Financial Statements
37
Strategic Report
Governance
Directors’ Report continued
DIRECTORS’ INTERESTS IN SHARES
Directors’ interests in the shares of the Company, including family interests, were as follows:
At 29 September 2024
At 1 October 2023
Shares
owned
No.
Outstanding
Directors’
share
awards
No.
Shares
owned
No.
Outstanding
Directors’
share
awards
No.
Andy Bassadone1
4,045,246
1,428,571
3,473,817
–
Yishay Malkov
–
–
–
208,333
Hugh Osmond2 (note 28)
108,322,895
–
41,616,859
–
Tiffany Sword
60,372
1,000,000
60,372
300,000
Glyn Barker
158,730
–
158,730
–
Gareth Edwards
119,047
–
119,047
–
Sharon Badelek
–
3,500,000
–
642,857
1.
All of the shares owned are held by Anella Limited.
2.
66,706,036 ordinary shares are held by Friends Provident.
Per the above table, in January 2024, Andy Bassadone’s joint
share ownership arrangement was cancelled and new options
granted to him with varying exercise prices, with the minimum
exercise price being the higher of 27.5 pence or market value at
the time of exercise. Yishay Malkov’s options lapsed on 8 March
2024. In January 2024, Tiffany Sword’s options granted in January
2022 were cancelled and new options were granted with the
same exercise price as the options granted to Andy Bassadone.
Further options were granted to Sharon Badelek in December
2023 with the same exercise price as the options granted to
Andy Bassadone. No options were exercised by any Directors
in the period. The remaining share options in the schemes, as
detailed in note 28 to the financial statements, relate to awards to
employees who are not Directors.
DIRECTORS’ LIABILITY INSURANCE AND INDEMNITY
The Group has arranged insurance cover in respect of legal
action against its Directors. To the extent permitted by UK law,
the Group also indemnifies the Directors. These provisions
were in force throughout the year and in force at the date of
this report.
EMPLOYMENT POLICY
Our people truly are our greatest asset and we believe in
treating them as such: with respect, looking after their welfare
and allowing them the opportunity to develop their job and life
skills and progress through the organisation. We encourage a
work environment that is fair, open and communicative. Our
employees have a performance review at least once a year,
which includes consideration of skills development and career
prospects. We aim to retain, develop and promote our best
staff, offering a variety of training courses and development
opportunities. Informal, frank and open dialogue is encouraged
at all levels of the Group. We aim to keep our employees
informed of any changes and progress with the business on a
regular basis in an engaging way. Communication flows both
ways, as we take the views of our employees seriously. Our aim
has been to make it as easy as possible for our employees to air
their opinions, express their ideas and voice any problems they
may have.
Examples include a cascade process of meetings to
communicate key messages throughout the organisation,
a weekly feedback process for operational issues and daily
meetings of restaurant team members.
We have a diverse workforce and an equal opportunities policy in
place. We aim to employ people who reflect the diverse nature
of society and value people and their contribution irrespective
of age, gender, disability, sexual orientation, race, religion,
marital status or ethnic origin. We do not tolerate harassment
or bullying in any shape or form. Procedures are in place to
respond to accusations of workplace discrimination, harassment
and victimisation. An effective employee grievance procedure
is in operation, and the policy is properly communicated to our
people. Applications from people with disabilities are given full
consideration providing the disability does not seriously affect the
performance of their duties. Such persons, once employed, are
given appropriate training and equal opportunities. In the event
of members of staff becoming disabled every effort is made to
ensure that their employment within the Group continues and
that the appropriate training is arranged. It is the policy of the
Group that the training, career development and promotion of
disabled employees should, as far as possible, be identical to that
of other employees.
ENGAGEMENT WITH STAKEHOLDERS
The Board understands the importance of engagement with
key stakeholders, including our customers, the communities
in which we operate, our suppliers and our shareholders.
Information on how we engage, and the actions we have taken,
is detailed in the S.172 statement on page 24.
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
38
DIRECTORS’ RESPONSIBILITIES STATEMENT
The Directors are responsible for preparing the Strategic Report,
the Directors’ Report and the financial statements in accordance
with applicable law and regulations.
Company law requires the Directors to prepare Group and
Company financial statements for each financial year. The
Directors have elected under company law and the AIM Rules
of the London Stock Exchange to prepare the Group financial
statements in accordance with UK-adopted International
Accounting Standards and have elected under company law
to prepare the Company financial statements in accordance
with United Kingdom Generally Accepted Accounting Practice
(United Kingdom Accounting Standards and applicable law).
The Group financial statements are required by law and UK-
adopted International Accounting Standards to present fairly the
financial position of the Group and the financial performance
of the Group. The Companies Act 2006 provides in relation to
such financial statements that references in the relevant part of
that Act to financial statements giving a true and fair view are
references to their achieving a fair presentation.
Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and the Company and of
the profit or loss of the Group for that period.
In preparing each of the Group and Company financial
statements, the Directors are required to:
a. select suitable accounting policies and then apply them
consistently;
b. make judgements and accounting estimates that are
reasonable and prudent;
c. for the Group financial statements, state whether they have
been prepared in accordance with UK-adopted International
Accounting Standards;
d. for the Company financial statements state whether
applicable UK accounting standards have been followed,
subject to any material departures disclosed and explained in
the Company financial statements; and
e. prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and the
Company will continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group’s
and the Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Group and
the Company and enable them to ensure that the financial
statements comply with the requirements of the Companies Act
2006. They are also responsible for safeguarding the assets of the
Group and the Company and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Various Eateries PLC website.
Legislation in the United Kingdom governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
POST BALANCE SHEET EVENTS
Included in note 31 to the Financial Statements on page 75.
GOING CONCERN
In adopting the going concern basis for preparing the financial
statements for the period ended 29 September 2024, the
Directors have considered the business model as set out on
page 14, the Group’s principal risks and uncertainties as set out
on pages 22 to 23, as well as taking into account the current cash
position and potential facilities.
Based on the Group’s cash flow forecasts and projections, the
Board is satisfied that the Group will be able to operate within
the level of its facilities for the foreseeable future. In making
this assessment, the Directors have made a specific analysis of
the impact of the economic uncertainty arising from the rise
in inflation, along with the impact of the cost of living crisis,
together with the events in Ukraine. For this reason, the Board
considers it appropriate for the Group to adopt the going
concern basis in preparing its financial statements.
AUDITOR
HaysMac LLP has indicated its willingness to continue
in office.
Approved by the Board on 3 February 2025 and signed on its
behalf by:
SHARON BADELEK
Director
20 St Thomas Street
London
SE1 9RS
Financial Statements
39
Strategic Report
Governance
Independent Auditor’s Report
to the members of Various Eateries plc
OPINION
We have audited the financial statements of Various Eateries
Plc (“the Parent Company”) and its subsidiaries (“the Group”)
for the 52 weeks ended 29 September 2024 which comprise
the Consolidated Statement of Comprehensive Income, the
Consolidated and Company Statements of Financial Position,
the Consolidated and Company Statements of Changes in
Equity the Consolidated Statement of Cash Flows and notes to
the financial statements, including a summary of significant
accounting policies.
The financial reporting framework that has been applied in
the preparation of the Group financial statements is applicable
law and UK-adopted International Accounting Standards as
applied in accordance with the provisions of the Companies
Act 2006. The financial reporting framework that has been
applied in the preparation of the Parent company financial
statements is applicable law and United Kingdom Accounting
Standards, including Financial Reporting Standard 101 “Reduced
Disclosure Framework” (United Kingdom Generally Accepted
Accounting Practice).
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 September 2024 and
of the Group’s loss for the period then ended;
• the Group’s financial statements have been properly
prepared in accordance with UK-adopted International
Accounting Standards;
• the Parent Company’s financial statements have been
properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice and;
• the financial statements have been prepared in
accordance with the requirements 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 believe that the audit
evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
INDEPENDENCE
We are independent of the Group and the 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.
CONCLUSIONS RELATING TO GOING CONCERN
In auditing the financial statements, we have concluded that
the directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the Group’s ability
to continue to adopt the going concern basis of accounting
included but was not limited to:
• Obtaining management’s assessment of going concern
and supporting cash flow forecasts covering up to 29
September 2027, and challenging the reasonableness of
the assumptions, current and historic trading performance,
estimates and judgements that support them.
• Reviewing and considering the appropriateness of the
downside and stressed scenarios of trading performance
and cash flow forecasts prepared by management;
• Reviewing post balance sheet trading performance and
cash flow to assess the reasonableness of management’s
forecasting, including an assessment of the impact of post
balance sheet events.
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.
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
40
AN OVERVIEW OF THE SCOPE OF OUR AUDIT
For the 52 weeks ended 29 September 2024, the Group undertook all its trading activities through its wholly owned subsidiaries. All
subsidiaries were exempt from audit under the s479 parent company guarantee audit exemption and so were not subject to statutory
audit.
All audit work to respond to the risks of material misstatement of both the Group and Parent Company was performed directly by
the group audit engagement team. The scope of the audit and our audit strategy was developed by using our audit planning process
to obtain and update our understanding of the Group, its activities, internal control environment, and likely future developments.
Our audit testing was informed by this understanding of the Group and accordingly was designed to focus on areas where we
assessed there to be the most significant risks of material misstatement.
Audit work to respond to the assessed risks was performed directly by the group audit engagement team who performed full scope
audit procedures on one subsidiary company, Various Eateries Trading Limited being the largest trading entity of the group. The
remaining subsidiaries were audited to specific scope. Specific scope audits were planned and performed to provide sufficient audit
evidence based on the size of these subsidiaries compared to the size of the group and group materiality. Our group scoping ensured
that we achieved at least 90% coverage of our key audit matters and at least 75% coverage across all other balances.
There have been no component auditors used in this engagement. All work was completed by the group audit engagement team.
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 financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key Audit Matter
How our scope addressed this matter
Key Observations
Revenue recognition – group
Under ISA 240 there is a presumed risk that
revenue may be misstated due to improper
revenue recognition. We are required to
consider and respond to the risks of improper
revenue recognition.
The majority of the Group’s revenue
transactions are non-complex, with little
judgement applied over the amount recorded.
Revenue relates to a large volume of low value
transactions that are recognised at the point of
sale. However, we consider the significant risk of
fraud in revenue recognition to relate to the risk
of management override of controls and
manual journals to revenue. Given revenue
and EBITDA are KPIs for the Group, there is
also increased incentive for manipulation of
revenue.
Our audit work included, but was not restricted
to:
Performing walkthroughs of each of the
Group’s significant revenue processes, including
those over the recognition of manual journal
adjustments. We assessed the design and
implementation effectiveness of the key controls
that are in place.
Performing testing over cut off, by obtaining
EPOS and system exports around year end to
ensure revenue was recognised in the correct
period. We also tested the reliability of this data
by tracing a sample of transactions through to
bank statements.
Applying data analytics over the Group’s entire
revenue population to identify whether there
were revenue transactions posted outside the
expected revenue posting procedures.
We reconciled revenue per the financial
statements to EPOS reports (for restaurants) and
booking systems (for hotels).
We reconciled revenue per the financial
statements to amounts banked during the
period including reviewing any reconciling items
and considering the completeness and accuracy
of such reconciling items.
Performing substantive testing over a sample of
EPOS and system reports, through to both the
bank statements and the nominal ledger.
We have no observations to report
in respect of this key audit matter.
Financial Statements
41
Strategic Report
Governance
Independent Auditor’s Report
to the members of Various Eateries plc continued
Key Audit Matter
How our scope addressed this matter
Key Observations
Management override of controls - group
Management is in a unique position to
manipulate accounting records and prepare
fraudulent financial statements by overriding
controls that otherwise appear to be operating
effectively. Due to the unpredictable way in
which such override could occur, it is a risk of
material misstatement due to fraud and thus
a significant risk on all audits. The specific risk
to the Group is the manipulation of journal
entries and accounting estimates, including
assessments of asset impairment, assessments
of debtor recoverability and discount rates used
in the calculation of IFRS 16 leases.
Our audit work included, but was not restricted
to:
Reviewing the controls of the group and
performing walkthrough tests of the controls to
determine any weaknesses which could lead to
management override of controls.
Reviewing the appropriateness of journal
entries recorded in the general ledger and other
adjustments made in the preparation of the
group financial statements.
Testing and evaluating significant transactions
that are outside the normal course of business.
Reviewing all areas requiring judgement or
estimates in order to assess the appropriateness
of the judgements and estimates made by
management.
We have no observations to report
in respect of this key audit matter
Impairment of goodwill and other non-
current assets - group
Continued economic uncertainty due to high
levels of cost inflation, increasing interest
rates and the broader ‘cost of living crisis’
combine to pose a threat to the group’s ability
to achieve expected, or match historic levels
of performance. As such, there is a risk that
indicators of impairment exist as some sites
may not have performed as expected and
thus their carrying value cannot be supported
or justified. This could lead to an impairment
charge that has not been recognised by
management.
Our audit work included, but was not restricted
to:
Obtaining management’s assessment of
impairment and assessing for reasonableness.
Challenging and reviewing the evidence and
assessments made by management within
their conclusion. We reviewed management’s
assumptions with reference to budgets, current
and historic trading and external market
forecasts.
In conjunction with input from our internal
valuations specialist team, we assessed the
appropriateness of the discount rates and long
term growth rates applied.
We ensured that, where two types of assets, such
as fixed assets and goodwill, that were relying on
the same recoverable values, that recoverability
was sufficient to cover both assets.
We evaluated the adequacy of the Group’s
disclosures in respect of the impairment testing,
the inputs used and the sensitivity of the
outcomes of the assessment to changes in key
assumptions to validate that these adequately
reflected the inherent risk and sensitivity of the
impairment.
Based on the procedures
performed we consider
management’s assumptions and
the related impairments recorded
and sensitivity disclosures to be
appropriate.
Impairment of investment in subsidiary
entities – parent company only
There is a risk that the valuation of the
investments held by the parent company are
materially overstated. Given the continued
economic uncertainty there is a risk that the
value of the investments have fallen and that
they are being held at a higher value than their
net worth. This could lead to an impairment
charge that has not been recognised by
management.
We obtained management’s assessment of
impairment and assessed it for reasonableness.
Based on the audit work performed within
the relevant entities we assessed the net asset
position of the subsidiary entities against the
investment values held within the parent
company.
We have ensured adequate disclosures are
made in the financial statements
We have no observations to report
in respect of this key audit matter.
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
42
OUR APPLICATION OF MATERIALITY
The scope and focus of our audit were influenced by our
assessment and application of materiality. We define materiality
as the magnitude of misstatement that could reasonably be
expected to influence the readers and the economic decisions
of the users of the financial statements. We use materiality to
determine the scope of our audit and the nature, timing and
extent of our audit procedures and to evaluate the effect of
misstatements, both individually and on the financial statements
as a whole.
The materiality for the Group financial statements as a whole was
set at £505,000. This was determined as being 1% of the Group’s
total revenue. Revenue is considered to be one of the key KPI’s
to the Group and its activities, and therefore should drive the
overall materiality calculations. Revenue is deemed to be of most
significance to the users of the financial statements given the
current growth phase that the group is in.
On the basis of our risk assessment and review of the Group’s
control environment, performance materiality was set at 65%
of materiality, being £328,000. The reporting threshold to the
audit committee was set at 5% of materiality, being £25,200. If in
our opinion, differences below this level warranted reporting on
qualitative grounds, these would also be reported.
We have determined Parent Company materiality to be £93,000.
This was determined as being 1% of investments. The sole
purpose of this entity is to be the holding company for the rest
of the group and therefore the investment value is of the most
significance within this entity. Therefore, this was deemed most
appropriate for this to be the materiality benchmark.
Because of our risk assessment and review of the Parent
Company’s control environment, performance materiality was
set at 65% of materiality, being £61,000. The reporting threshold
to the Audit Committee was set at 5% of materiality, being £4,750.
If in our opinion, differences below this level warranted reporting
on qualitative grounds, these would also be reported.
OTHER INFORMATION
The directors are responsible for the other information. The other
information comprises the information included in the annual
report, other than the financial statements and our auditor’s
report thereon. 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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If
we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there
is a material misstatement in the financial statements or a
material misstatement of the other information. 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.
Financial Statements
43
Strategic Report
Governance
Independent Auditor’s Report
to the members of Various Eateries plc continued
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 year 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 Croup
and the 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
Parent Company, or returns adequate for our audit have
not been received from branches not visited by us; or
• the 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 directors’ responsibilities
statement, 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 the 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.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
EXPLANATION AS TO WHAT EXTENT THE AUDIT WAS
CONSIDERED CAPABLE OF DETECTING IRREGULARITIES,
INCLUDING FRAUD
Based on our understanding of the Group and the industry
in which it operates, we identified that the principal risks of
noncompliance with laws and regulations related to regulatory
requirements for the Group and trade regulations, such as
minimum wage regulation and food standards requirements
and AIM listing rules, 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, income tax, payroll
tax and sales tax.
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
44
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 to posting inappropriate journal entries to
revenue and management bias in accounting estimates. Audit
procedures performed by the engagement team included:
• Inspecting correspondence with regulators and tax
authorities;
• Evaluating management’s controls designed to prevent
and detect irregularities; — Discussion with management
regarding the relevant laws and regulations that apply to
the Group and its subsidiaries, with specific tests
completed to ensure compliance with National Minimum
Wage requirements and food hygiene standards;
• Reviewing board meeting minutes for any details on
ongoing legal cases or known regulatory breaches;
• Reviewing legal expenses to assess for evidence of
contingent liabilities;
• Holding discussions with management regarding the risk
of breaches of AIM rules, as well as reviewing any
correspondence on this with the Company’s NOMAD;
• Reviewing revenue recognition throughout the year to
ensure that it has been correctly accounted for. Specifically
this involved targeted journals testing around manual
journals posted to revenue and journals outside of the
normal revenue cycle;
• Identifying and testing journals, in particular journal entries
posted with round sum values, blank descriptions,
keywords or involving intercompany or related parties. A
specific emphasis was placed on year end journals which
we considered to be riskier;
• Challenging assumptions and judgements made by
management in their critical accounting estimates,
particularly in relation: to assumptions made in preparing
value in use calculations for impairment assessments in
respect of goodwill, tangible fixed assets and investments
in subsidiaries; and their assessment of the recoverability of
intercompany debtors.
Because of the inherent limitations of an audit, there is a risk
that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or non-
compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events
and transactions reflected in the financial statements, as we will
be less likely to become aware of instances of non-compliance.
The risk is also greater regarding irregularities occurring due to
fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
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 company’s members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might
state to the 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 company and
the company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
LAURA MOTT
Senior Statutory Auditor
For and on behalf of HaysMac LLP, Statutory Auditors
10 Queen Street Place
London
EC4R 1AG
Financial Statements
45
Strategic Report
Governance
Financial
Statements
48 Consolidated Statement of Comprehensive Income
49 Consolidated Statement of Financial Position
50 Company Statement of Financial Position
51 Consolidated Statement of Changes in Equity
52 Company Statement of Changes In Equity
53 Consolidated Statement of Cash Flows
54 Notes to the Financial Statements
76 Advisers
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
46
We are a
community
Be part of
something
We look out for
each other
We care about
our community
Strategic Report
Governance
Financial Statements 47
Consolidated Statement of Comprehensive Income
for the 52 weeks ended 29 September 2024
Note
52 weeks ended
29 September 2024
£ 000
52 weeks ended
1 October 2023
£ 000
Revenue
4
49,486
45,495
Cost of sales
(46,022)
(43,597)
Gross profit
3,464
1,898
Central staff costs
(3,397)
(3,426)
Share-based payments
28
(391)
(69)
Other operating income
10
1,153
–
Impairment of property, plant and equipment
15
(636)
–
Reversal of impairment of property, plant and equipment
15
1,574
–
Gain on early surrender of lease
–
899
Loss of property, plant and equipment
9
(37)
Other expenses
12
(2,704)
(3,472)
Operating loss
(928)
(4,207)
Finance income
6
5
–
Financing costs
6
(2,434)
(2,470)
Loss before tax
(3,357)
(6,677)
Tax
11
–
–
Loss for the period
(3,357)
(6,677)
Earnings per share
Basic loss per share (pence)
13
(2.0)
(8.1)
Diluted loss per share (pence)
13
(2.0)
(8.1)
The above results were derived from continuing operations.
There are no items of comprehensive income other than the loss for the period and therefore, no statement of other comprehensive
income is presented.
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
48
Consolidated Statement of Financial Position
as at 29 September 2024
Note
29 September 2024
£ 000
1 October 2023
£ 000
Non-current assets
Intangible assets
14
11,090
11,152
Right-of-use assets
15
25,279
24,873
Other property, plant and equipment
15
26,831
25,397
63,200
61,422
Current assets
Inventories
17
1,146
1,078
Trade receivables
18
244
154
Other receivables
18
3,336
2,082
Cash and bank balances
19
5,829
1,902
10,555
5,216
Total assets
73,755
66,638
Current liabilities
Trade and other payables
20
(13,514)
(13,380)
Borrowings
21
(3,139)
(13,511)
Net current liabilities
(6,098)
(21,675)
Total assets less current liabilities
57,102
39,747
Non-current liabilities
Borrowings
22
(27,424)
(28,049)
Provisions
23
(188)
(358)
Total non-current liabilities
(27,612)
(28,407)
Total liabilities
(44,265)
(55,298)
Net assets
29,490
11,340
Equity
Share capital
24
1,750
890
Share premium
72,540
52,284
Merger reserve
64,736
64,736
Employee benefit trust shares reserve
(5,012)
(5,012)
Retained earnings
(104,524)
(101,558)
Total funds attributable to the equity shareholders of the
Group
29,490
11,340
The financial statements of Various Eateries PLC (registration number: 12698869) were approved by the Board and authorised for issue
on 3 February 2025.
They were signed on its behalf by:
S BADELEK
Director
49
Strategic Report
Governance
Financial Statements
Company Statement of Financial Position
as at 29 September 2024
Note
29 September 2024
£ 000
1 October 2023
£ 000
Non-current assets
Investments
16
9,325
9,325
Amounts due from subsidiaries
66,457
43,808
Total assets
75,782
53,133
Current liabilities
Trade and other payables
20
(3,741)
(2,795)
Net current liabilities
(3,741)
(2,795)
Net assets
72,041
50,338
Capital and reserves
Share capital
24
1,750
890
Share premium
72,540
52,284
Employee benefit trust shares reserve
(5,012)
(5,012)
Retained earnings
2,763
2,176
Total funds attributable to equity shareholders of
the Company
72,041
50,338
As permitted by section 408 of the Companies Act 2006, the Company’s statement of comprehensive income has not been included
in these financial statements. The profit for the period was £196,000 (2023: £175,000).
The financial statements of Various Eateries PLC (registration number: 12698869) were approved by the Board and authorised for issue
on 3 February 2025.
They were signed on its behalf by:
S BADELEK
Director
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
50
Consolidated Statement of Changes in Equity
for the 52 weeks ended 29 September 2024
Attributable to equity shareholders of the Group
Called-
up share
capital
£ 000
Share
premium
account
£ 000
Merger
reserve
£ 000
Employee
benefit
trust
shares
reserve
£ 000
Retained
earnings
£ 000
Total
£ 000
At 2 October 2022
890
52,284
64,736
(5,012)
(94,950)
17,948
Share-based payments
–
–
–
–
69
69
Total transactions with owners
–
–
–
–
69
69
Loss for the period
–
–
–
–
(6,677)
(6,677)
Total comprehensive loss
–
–
–
–
(6,677)
(6,677)
At 1 October 2023
890
52,284
64,736
(5,012)
(101,558)
11,340
Share issue
860
20,256
–
–
–
21,116
Share-based payments
–
–
–
–
391
391
Total transactions with owners
860
20,256
–
–
391
21,507
Loss for the period
–
–
–
–
(3,357)
(3,357)
Total comprehensive loss
–
–
–
–
(3,357)
(3,357)
At 29 September 2024
1,750
72,540
64,736
(5,012)
(104,524)
29,490
51
Strategic Report
Governance
Financial Statements
Company Statement of Changes in Equity
for the 52 weeks ended 29 September 2024
Attributable to equity shareholders of the Company
Called-
up share
capital
£ 000
Share
premium
account
£ 000
Employee
benefit
trust
shares
reserve
£ 000
Retained
losses
£ 000
Total
£ 000
At 2 October 2022
890
52,284
(5,012)
1,932
50,094
Share-based payments
–
–
–
69
69
Total transactions with owners
–
–
–
69
69
Profit for the period
–
–
–
175
175
Total comprehensive income
–
–
–
175
175
At 1 October 2023
890
52,284
(5,012)
2,176
50,338
Share issue
860
20,256
–
–
21,116
Share-based payments
–
–
–
391
391
Total transactions with owners
860
20,256
–
391
21,507
Profit for the period
–
–
–
196
196
Total comprehensive income
–
–
–
196
196
At 29 September 2024
1,750
72,540
(5,012)
2,763
72,041
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
52
Consolidated Statement of Cash Flows
for the 52 weeks ended 29 September 2024
52 weeks ended
29 September 2024
£ 000
52 weeks ended
1 October 2023
£ 000
Cash flows from operating activities
Loss for the year
(3,357)
(6,677)
Adjustments to cash flows from non-cash items:
Impairment of property, plant and equipment
636
–
Reversal of impairment of property, plant and equipment
(1,574)
–
Depreciation and amortisation
5,502
5,571
Gain on early surrender of lease
–
(899)
(Profit)/loss on disposal of assets and leases
(9)
37
Share-based payments
391
69
Finance income
(5)
–
Net financing costs
2,434
2,470
4,018
571
Working capital adjustments:
Increase in inventories
(68)
(270)
(Increase)/decrease in trade and other receivables
(1,344)
327
Increase/(decrease) in accruals, trade and other payables
(125)
1,454
Decrease in provisions
(170)
–
Net cash flow from operating activities
2,311
2,082
Cash flows used in investing activities
Interest received
5
–
Purchases of property, plant and equipment
(4,317)
(6,845)
Net cash flows generated from/(used in) investing activities
(4,312)
(6,845)
Cash flows from financing activities
Interest paid
(1,763)
(1,627)
Proceeds on issue of shares
21,116
–
Repayment of borrowings
(11,409)
–
Principal elements of lease payments
(2,016)
(1,098)
Net cash flows generated from/(used in) financing activities
5,928
(2,725)
Increase/(decrease) in cash
3,927
(7,488)
Opening cash at bank and in hand
1,902
9,390
Closing cash at bank and in hand
5,829
1,902
53
Strategic Report
Governance
Financial Statements
Notes to the Financial Statements
1 GENERAL INFORMATION
Various Eateries PLC, (‘the Company’), and its subsidiaries (together ‘the Group’) are engaged in the operation of restaurants and hotels
in London and the South East and South West of England.
The Company is a public company limited by shares whose shares are publicly traded on the AIM Market of the London Stock
Exchange and is incorporated and domiciled in the United Kingdom under the Companies Act 2006 and are registered in England
and Wales (registered number 12698869).
The address of the registered office is 20 St Thomas Street, London, SE1 9RS.
2 ACCOUNTING POLICIES
BASIS OF PREPARATION
The principal accounting policies adopted in the preparation of the financials statements of the Group which have been applied
consistently to all periods presented, are set out below.
The directors (the ‘Directors’) of Various Eateries PLC are responsible for the financial statements. Judgements made by the Directors,
in the application of these accounting policies that have a significant effect on the financial statements and estimates with a
significant risk of material adjustments in the next period are disclosed in note 3 on page 59.
The consolidated financial statements of the Group have been prepared in accordance with UK adopted International Accounting
Standards. The Company has elected to prepare its parent company financial statements in accordance with FRS 101.
The financial statements have been prepared on an historical cost basis. The presentation currency used in these financial statements
is GBP and amounts are rounded to the nearest £1,000 except where otherwise indicated.
As permitted under s408 of the Companies Act 2006, the Company has taken advantage of the disclosure exemption in relation to
the presentation of a company statement of profit or loss. The profit for the period was £196,000 (2023: £175,000). As permitted by
FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in relation to presentation
of a cash flow statement, standards not yet effective, impairment of assets, related party transactions and remuneration of key
management personnel.
BASIS OF CONSOLIDATION
The consolidated financial statements incorporate those of Various Eateries PLC and all of its subsidiaries (i.e. entities that the Group
controls through its power to govern the financial and operating policies so as to obtain economic benefits). All financial statements
are made up to 29 September 2024.
All intra-group transactions, balances and unrealised gains on transactions between Group companies are eliminated on
consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
STANDARDS ISSUED BUT NOT YET EFFECTIVE
The following standards and interpretations relevant to the Group are in issue but are not yet effective and have not been applied in
the financial statements. In some cases these standards and guidance have not been endorsed for use in the United Kingdom.
IAS 1 (Amendment)
Classification of liabilities as current or non-current
IAS 1 (Amendment)
Disclosure of accounting policies
IAS 8 (Amendment)
Definition of accounting estimates
IAS 12 (Amendment)
Deferred tax related to assets and liabilities arising from a single transaction
IFRS 17 (Amendment)
Insurance contracts
IFRS 18(Amendment)
Presentation and Disclosure in Financial Statements
The Group has not yet assessed the impact of these new or amended Accounting Standards and Interpretations. Given the nature of
the standards/interpretations the Group considers that the impact will not be material. The Group is currently assessing the impact of
IFRS 18 and cannot conclude that the standard will not have a material impact on the annual report.
GOING CONCERN
In adopting the going concern basis for preparing the financial statements for the year ended 29 September 2024, which reflected
net current liabilities of £6.1m, the Directors have considered the business model, as set out on page 14, the Group’s principal risks and
uncertainties as set out on pages 22 to 23 as well as taking into account the current cash position.
Based on the Group’s cash flow forecasts and projections for 18 months from the financial year end, the Board is satisfied that the
Group will be able to operate within the level of its facilities for the foreseeable future. In making this assessment, the Directors have
made a specific analysis of the impact of the economic uncertainty arising from the rise in inflation, along with the impact of the cost
of living crisis, together with the events in Ukraine. The equity placing during the year in December 2023 gave rise to a cash injection of
£9.7m after fees, incorporating a debt to equity conversion of the £11.4m deep discounted bond. For this reason, the Board considers it
appropriate for the Group to adopt the going concern basis in preparing its financial statements.
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
54
REVENUE
Revenue represents the amount receivable from customers for goods and services, exclusive of VAT and net of discounts. The Group
has recognised revenue in accordance with IFRS 15. The standard requires revenue to be recognised when goods or services are
transferred to customers and the entity has satisfied its performance obligations under the contract, and at an amount that reflects
the consideration to which an entity expects to be entitled in exchange for those goods or services. The Group’s revenue comprises of:
Restaurant revenue
Represents net invoiced sales of food and beverage excluding value added tax and net of discounts.
Hotel revenue
Represents net invoiced sales of accommodation and room hire excluding value added tax and net of discounts.
Other operating income
In the period, the majority of other operating income represented monetary resources transferred to the Group through insurance
claims as a result of losses through the Covid-19 period.
Financing expenses
Financing expenses comprise interest payable, finance charges on shares classified as liabilities and finance leases recognised in profit
or loss using the effective interest method that are recognised in the Statement of Comprehensive Income.
Interest income and interest payable are recognised in the Statement of Comprehensive Income as they accrue, using the effective
interest method.
GOODWILL
Goodwill relates to acquired sites and is initially measured at cost (being the excess of the aggregate of the consideration transferred
and the amount recognised for non-controlling interests) and any previous interest held over the net identifiable assets acquired
and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group
reassesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures
used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of
net assets acquired over the aggregate consideration transferred, then the gain is recognised in the income statement.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. The goodwill is tested annually for
impairment irrespective of whether there is an indication of impairment.
INTANGIBLE FIXED ASSETS (OTHER THAN GOODWILL)
Intangible assets acquired separately from a business combination are recognised at cost and are subsequently measured at cost less
accumulated amortisation and accumulated impairment losses. Intangible assets acquired on business combinations are recognised
separately from goodwill at the acquisition date if the fair value can be measured reliably.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives of four years
on a straight-line basis.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost net of accumulated depreciation and accumulated impairment losses. Cost
comprises purchase cost together with any incidental costs of acquisition.
Depreciation is provided to write down the cost less the estimated residual value of all tangible fixed assets by equal instalments over
their estimated useful economic lives on a straight-line basis. The following rates are applied:
Asset class
Depreciation method and rate
Right-of-use assets
Life of lease
Freehold buildings
2% per annum
Freehold land
Not depreciated
Leasehold improvements
Life of lease
Furniture, fittings and equipment
14.29% – 33.33% per annum
Assets under construction
Not depreciated
IT equipment
20% – 33.33% per annum
55
Strategic Report
Governance
Financial Statements
Notes to the Financial Statements continued
2 ACCOUNTING POLICIES CONTINUED
PROPERTY, PLANT AND EQUIPMENT CONTINUED
The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of
any changes in estimate accounted for on a prospective basis. Property, plant and equipment are tested for impairment if indications
of impairment are present.
Assets under construction relates to capital expenditure on sites that have not started trading.
CASH
Cash in the balance sheet comprises cash at banks, cash in transit due from credit card providers and cash in hand.
INVENTORIES
Raw materials and consumables are valued at the lower of cost and net realisable value being the estimated selling price less costs to
complete and sell. Cost is based on latest contracted purchase cost. Inventories are measured on a first-in-first-out basis.
FINANCIAL INSTRUMENTS
The Group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an
equity instrument in accordance with the substance of the contractual arrangement. Financial instruments are recognised on the
trade date when the Group becomes a party to the contractual provisions of the instrument. Financial instruments are recognised
initially at fair value plus, in the case of a financial instrument not at fair value through profit and loss, transaction costs that are directly
attributable to the acquisition or issue of the financial instrument. Financial instruments are derecognised on the trade date when the
Group is no longer a party to the contractual provisions of the instrument.
NON-DERIVATIVE FINANCIAL INSTRUMENTS
Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, loans and borrowings and trade
and other payables. All financial instruments held are classified as subsequently measured at amortised cost.
Trade and other receivables and trade and other payables
Trade and other receivables are recognised initially at transaction price less attributable transaction costs. Trade and other payables
are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at
amortised cost using the effective interest method, less any expected credit losses in the case of trade receivables. If the arrangement
constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the
present value of future payments discounted at a market rate of interest for a similar debt instrument. Financial instruments issued
by the Group are treated as equity only to the extent that they do not meet the definition of a financial liability. The Group’s ordinary
shares are classified as equity instruments.
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at the present value of future payments discounted at a market rate of interest.
Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less
any impairment losses.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances held at bank, call deposits, cash on hand and cash in transit.
IMPAIRMENTS OF TANGIBLE AND INTANGIBLE FIXED ASSETS
At each reporting end date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there
is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is
estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount
of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Each site is
considered to be a cash-generating unit in its own right.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash
flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount
of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit
or loss.
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
56
Where an impairment loss is subsequently released, the carrying amount of the asset (or cash-generating unit) is increased to the
revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A release
of an impairment loss is recognised immediately in profit or loss. A reversal of an impairment loss is recognised immediately in profit
or loss.
TAXATION
The tax expense represents the sum of the tax currently payable and deferred tax.
Tax payable is based on taxable profit. Taxable profit differs from net profit as reported in the statement of profit or loss because it
excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable
or deductible. Any liability for current tax is calculated using tax rates that have been enacted at the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using
the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred
tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of
goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects
neither the taxable profit nor the accounting profit. The carrying amount of deferred tax assets is reviewed at each balance sheet date
and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to
be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised
based on tax laws and rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is charged or
credited in the consolidated profit and loss account, except when it relates to items charged or credited in other comprehensive
income, in which case the deferred tax is also dealt with in other comprehensive income.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the
Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax
assets and liabilities on a net basis.
Current and deferred tax are recognised in the consolidated profit or loss, except when they relate to items that are recognised in other
comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive
income or directly in equity respectively.
EMPLOYEE BENEFITS
Post-retirement benefits
The Group operates defined contribution plans for its employees. A defined contribution plan is a post-employment benefit plan
under which the Group pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further
amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the periods during
which services are rendered by employees.
Termination benefits
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.
LEASES
The Group leases a number of properties in various locations around the UK from which it operates.
All leases are accounted for by recognising a right-of-use asset and a lease liability except for:
• Leases of low-value assets; and
• Leases with a duration of 12 months or less.
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with
the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily
determinable, in which case the Group’s incremental borrowing rate on commencement of the lease is used. This is 10.0%
(2023: 10.0%). Variable lease payments are only included in the measurement of the lease liability if they depend on an index or
rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout
the lease term. Other variable lease payments, such as those linked to turnover, are expensed in the period to which they relate.
57
Strategic Report
Governance
Financial Statements
Notes to the Financial Statements continued
2 ACCOUNTING POLICIES CONTINUED
LEASES CONTINUED
On initial recognition, the carrying value of the lease liability also includes:
• Amounts expected to be payable under any residual value guarantee;
• The exercise price of any purchase option granted in favour of the Group if it is reasonably certain to exercise that option; and
• Any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination
option being exercised.
Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:
• Lease payments made at or before commencement of the lease;
• Initial direct costs incurred; and
• The amount of any provision recognised where the Group is contractually required to dismantle, remove or restore the
leased asset (typically leasehold dilapidations).
Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance
outstanding and are reduced for lease payments made. Right-of-use assets are depreciated on a straight-line basis over the remaining
term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term. Right-of-use
assets are tested for impairment if indications of impairment are present.
When the Group revises its estimate of the term of any lease (because, for example, it reassesses the probability of a lessee extension
or termination option being exercised), it adjusts the carrying amount of the lease liability to reflect the payments to be made over
the revised term, which are discounted at the same discount rate that applied on lease commencement. The carrying value of lease
liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised. In both cases
an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being depreciated
over the remaining (revised) lease term.
Lease modifications change the scope of the lease or change the consideration for the lease by comparison with that detailed in the
original terms and conditions of the contract. If the modifications, in substance, mean that the original lease has been terminated and
a new lease created, then the revised terms are accounted for as a new lease.
Where modifications do not need to be accounted for as a separate lease, the amount recognised for the lease liability and the right-
of-use asset is revisited to reflect the updated terms and conditions of the contract.
INVESTMENTS
In the separate accounts of the Company, interests in subsidiaries are initially measured at cost and subsequently measured at cost
less any accumulated impairment losses. Interests in subsidiaries are assessed for impairment at each reporting date. Any impairment
charges or releases of impairment losses are recognised immediately in profit or loss.
BUSINESS RATES RELIEF
During the period, the Group has received business rates relief. The income from this has been offset against the expense to which
it relates.
SHARE-BASED PAYMENTS
The charge for share-based payments is calculated according to the methodology described in note 28. 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. A transaction is accounted for as a share-based payment where the Group receives services from employees and
Directors and pays for these in shares or similar equity instruments. The Group makes equity-settled share-based payments to certain
employees and Directors. Equity-settled share-based schemes are measured at fair value at the date of the grant, measured by use of
an appropriate valuation model. The share options vest over three years, with a third vesting each year. There are no other conditions.
PROVISIONS
The Group makes provisions for AGAs (Authorised Guarantee Agreements) and assesses the likelihood of having to pay rent on leases
that have been disposed of. If the assessment results in a provision being made, the provision is based on one year of rent, with the
assumption that a new tenant will be found or we would take back the lease and continue to trade, within a year.
ALTERNATIVE PERFORMANCE MEASURES
The Group has identified certain measures that it believes will assist the understanding of the performance of the business. These
APMs are not defined or specified under the requirements of the accounting standards. The Group believes that these APMs, which
are not considered to be a substitute for, or superior to, measures defined by the accounting standards, provide stakeholders with
additional useful information on the underlying trends, performance and position of the Group and are consistent with how business
performance is measured internally.
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
58
The Group’s APMs are: Adjusted EBITDA and net cash/(debt).
The Directors use Adjusted EBITDA as a primary KPI in managing the business. This measure is our earnings before interest, taxes,
depreciation and amortisation, adjusted to exclude group pre-opening costs, share based payments, gains and losses on property
and restructuring costs. The Directors believe this measure gives a more relevant indication of the underlying trading performance
of the Group. Net cash/(debt) is calculated as cash and cash equivalents less short-term and long-term debt.
3 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
The preparation of the financial statements requires the Directors to make estimates and judgements that affect the reported
amounts of assets, liabilities, costs and revenue. Actual results could differ from these estimates. Information about such judgements
and estimates is contained in individual accounting policies. The judgements, estimates and associated assumptions are based on
historical experience and other factors that are considered to be relevant.
The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that
have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
are addressed below:
KEY ESTIMATE – DETERMINING THE RATE USED TO DISCOUNT LEASE PAYMENTS
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 applied to the Group’s leases under the portfolio approach is between 4.5% and 10.0%.
A 0.5% increase in the discount rate to 5% and 10.5% will result in a decrease in net present value of the total lease liability of £846,000
in 2024 (2023: £883,000). A 0.5% decrease in discount rate to 4% and 9.5% results in an increase in the net present value of the total
lease liability of £887,000 in 2024 (2023: £927,000).
KEY ESTIMATE – DETERMINING THE AGA PROVISION
The Group has historically entered into AGA provisions for nine sites (2023: nine) which have been disposed of via assignment of
lease. Should the assignees default on their payments, the Group would become liable for the contracted lease commitments.
Judgement is required to determine the probable outflow of resources that arise from these guarantees. A provision of £188,000
(2023: £358,000) is being held on the balance sheet for one year of rent at two sites (2023: three), with a year of rent for the other sites
considered a contingent liability (as detailed in note 32). This reflects an assessment of the trading status of the assignees, and the
expected cost to dispose of the lease should those assignees default.
KEY ESTIMATE – ASSESSMENT OF RECOVERABLE AMOUNTS FOR ASSETS TESTED FOR IMPAIRMENT
The Group performs impairment assessments on goodwill, other intangibles, and property, plant and equipment as required by
IAS 36, Impairment of Assets. The Company also performs impairment assessments on investments in subsidiaries under IAS 36 and
receivables from subsidiaries under IFRS 9 ‘Financial Instruments’.
Determining whether assets are impaired under IAS 36 requires an estimation of the recoverable amount of the cash-generating
units (‘CGUs’) to which those Assets’ have been allocated. The value-in-use calculation requires estimation of future cash flows
expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. Details of cash-
generating units, carrying values of goodwill, other intangibles and property, plant and equipment as well as further information
about the assumptions made are disclosed in notes 14 and 15 to the financial statements.
Determining whether assets are impaired under IFRS 9 requires application of the ‘expected credit loss’ approach, which involves
estimation of how current and future economic conditions will impact on the amount of any such loss. The carrying value of
receivables from subsidiaries is set out in note 18 to the financial statements.
4 REVENUE
An analysis of the Group’s total revenue which all originates in the UK is as follows:
52 weeks ended
29 September 2024
£ 000
52 weeks ended
1 October 2023
£ 000
Sale of goods
45,155
41,437
Accommodation and room hire
4,295
4,025
Sub-let rental income
36
33
49,486
45,495
59
Strategic Report
Governance
Financial Statements
Notes to the Financial Statements continued
5 SEGMENTAL REPORTING
IFRS 8 ‘Operating Segments’ requires operating segments to be based on the Group’s internal reporting to its Chief Operating
Decision Maker (‘CODM’). The CODM is regarded as the Chief Executive Officer together with other Board Members who receive
financial information at a site-by-site level.
52 weeks ended 29 September 2024
Restaurant
Segment
£ 000
Hotel
Segment
£ 000
Other
Unallocated
£ 000
Total
£ 000
Revenue
45,155
4,295
36
49,486
Adjusted EBITDA (before impact of IFRS 16)
4,763
1,081
(5,544)
300
Pre-opening income
(285)
–
(52)
(337)
Impact of IFRS 16
2,608
1,447
–
4,055
Profit on disposal of assets and leases
–
–
9
9
Share-based payments
–
–
(391)
(391)
EBITDA
7,086
2,528
(5,978)
3,636
Depreciation and amortisation
(4,124)
(1,378)
–
(5,502)
Impairment of property, plant and equipment
(636)
–
–
(636)
Reversal of impairment of property, plant and equipment
1,574
–
–
1,574
Net financing costs
–
–
(2,429)
(2,429)
Profit/(loss) before tax
3,900
1,150
(8,407)
(3,357)
Tax
–
–
–
–
Profit/(loss) for the period
3,900
1,150
(8,407)
(3,357)
52 weeks ended 1 October 2023
Restaurant
Segment
£ 000
Hotel
Segment
£ 000
Other
Unallocated
£ 000
Total
£ 000
Revenue
41,437
4,025
33
45,495
Adjusted EBITDA (before impact of IFRS 16)
2,859
1,162
(6,210)
(2,189)
Pre-opening income
(782)
–
(77)
(859)
Restructuring costs
–
–
(126)
(126)
Loss on disposal of assets and leases
–
–
(37)
(37)
Gain on early surrender of lease
–
–
899
899
Impact of IFRS 16
2,492
1,253
–
3,745
Share-based payments
–
–
(69)
(69)
EBITDA
4,569
2,415
(5,620)
1,364
Depreciation and amortisation
(4,187)
(1,384)
–
(5,571)
Financing costs
–
–
(2,470)
(2,470)
Profit/(loss) for the period
382
1,031
(8,090)
(6,677)
Tax
–
–
–
–
Profit/(loss) for the period
382
1,031
(8,090)
(6,677)
6 FINANCE COSTS
52 weeks ended
29 September 2024
£ 000
52 weeks ended
1 October 2023
£ 000
Interest income on bank deposits
5
–
Total finance income
5
–
Financing costs on bank overdraft and borrowings
575
897
Lease liability interest
1,859
1,573
Total financing costs
2,434
2,470
Net finance costs
2,429
2,470
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
60
7 AUDITOR’S REMUNERATION
52 weeks ended
29 September 2024
£ 000
52 weeks ended
1 October 2023
£ 000
Audit of the financial statements
151
206
Audit fees for the 52 weeks ended 29 September 2024 includes charges for the current year only. Audit fees for the 52 weeks ended
1 October 2023 includes £46,000 in respect of the 2022 audit. Audit fees for the 52 weeks ended 29 September 2024 include £2,000
(2023: £2,000) in respect of agreed-upon-procedures regarding turnover rent declarations.
8 STAFF NUMBERS AND COSTS
52 weeks ended
29 September 2024
£ 000
52 weeks ended
1 October 2023
£ 000
Their aggregate remuneration comprised:
Wages and salaries
19,745
18,495
Social security costs
1,516
1,357
Other pension costs (see note 25)
316
279
Share-based payments
390
69
Other employee costs
150
151
22,117
20,351
52 weeks ended
29 September 2024
52 weeks ended
1 October 2023
The average monthly number of employees (including Directors) was:
Restaurants
908
899
Hotels
59
60
Management
50
54
1,017
1,013
The average monthly number of employees (being Directors) of the Company was six (2023: seven).
9 DIRECTORS’ REMUNERATION
52 weeks ended
29 September 2024
£ 000
52 weeks ended
1 October 2023
£ 000
The Directors’ remuneration for the period in respect of services to the Group, was as
follows:
Remuneration
468
504
Employer pension contribution
22
16
490
520
52 weeks ended
29 September 2024
£ 000
52 weeks ended
1 October 2023
£ 000
In respect of the highest paid Director:
Remuneration
220
200
Employer pension contribution
22
6
242
206
61
Strategic Report
Governance
Financial Statements
Notes to the Financial Statements continued
10 Other operating income
52 weeks ended
29 September 2024
£ 000
52 weeks ended
1 October 2023
£ 000
Insurance claim
1,000
–
Other income
153
–
1,153
–
The insurance claim income was received as a result of loss of income due to Covid-19.
11 TAX
Tax charged in the statement of comprehensive income:
52 weeks ended
29 September 2024
£ 000
52 weeks ended
1 October 2023
£ 000
Tax expense
Corporation tax
–
–
Total current income tax
–
–
Tax expense in the statement of comprehensive income
–
–
Corporation tax is calculated at 25% (2023: 25%) of the estimated taxable loss for the period.
The charge for the period can be reconciled to the loss in the statement of profit or loss. The tax assessed in the year is lower than the
standard rate of corporation tax in the UK of 25%. The differences are explained below:
52 weeks ended
29 September 2024
£ 000
52 weeks ended
1 October 2023
£ 000
Loss before tax
(3,357)
(6,677)
Corporation tax at standard rate 25.0% (2023: 25.0%)
(839)
(1,469)
Expenses not deductible
271
247
Tax losses carried forward
619
1,160
Movement in deferred tax not recognised
(51)
62
Total tax charge
–
–
No account has been taken of the potential deferred tax asset of £14,640,000 (2023: £14,628,000) calculated at 25% (2023: 25%)
and representing losses carried forward and short-term timing differences, owing to the uncertainty over the utilisation of the
losses available.
12 OTHER EXPENSES
52 weeks ended
29 September 2024
£ 000
52 weeks ended
1 October 2023
£ 000
Depreciation and amortisation
301
324
AGA release of provision (note 22)
(170)
1
Other central costs
2,573
3,147
2,704
3,472
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
62
13 EARNINGS PER SHARE
Basic loss per share is calculated by dividing the profit attributable to equity shareholders by the weighted average number of shares
outstanding during the year. There were no potentially dilutive ordinary shares outstanding as at the periods ended 29 September
2024 and 1 October 2023.
29 September 2024
£ 000
1 October 2023
£ 000
Loss for the year after tax
(3,357)
(6,677)
Basic and diluted weighted average number of shares
168,180,186
82,143,398
Basic loss per share (pence)
(2.0)
(8.1)
Diluted loss per share (pence)
(2.0)
(8.1)
14 INTANGIBLE ASSETS
GROUP
Brand
£ 000
Goodwill
£ 000
Trademarks,
patents & licences
£ 000
Total
£ 000
Cost or valuation
At 1 October 2023
2,912
26,019
25
28,956
Additions
–
–
–
–
At 29 September 2024
2,912
26,019
25
28,956
Amortisation
At 1 October 2023
2,850
14,954
–
17,804
Charge for the period
62
–
–
62
At 29 September 2024
2,912
14,954
–
17,866
Carrying amount 29 September 2024
–
11,065
25
11,090
Brand
£ 000
Goodwill
£ 000
Trademarks,
patents & licences
£ 000
Total
£ 000
Cost or valuation
At 2 October 2022
2,912
26,019
25
28,956
Additions
–
–
–
–
At 1 October 2023
2,912
26,019
25
28,956
Amortisation
At 2 October 2022
2,788
14,954
–
17,742
Charge for the period
62
–
–
62
At 1 October 2023
2,850
14,954
–
17,804
Carrying amount 1 October 2023
62
11,065
25
11,152
Brand relates to registered brand names and is amortised over an estimated useful economic life of four years.
Goodwill is not amortised, but an impairment test is performed annually by comparing the carrying amount of the goodwill to its
recoverable amount. The recoverable amount is represented by the greater of the individual Cash Generating Unit’s (‘CGU’s’) fair value
less costs of disposal and its value-in-use.
The goodwill balance relates to Tavolino Riverside (£1,046,000), Strada Southbank (£992,000), Rare Bird Hotels at Sonning Limited
(£2,418,000), and Rare Bird Hotels at Streatley Limited (£6,609,000). Tavolino Riverside and Strada Southbank are included within the
restaurant operating segment. Rare Bird Hotels at Sonning Limited and Rare Bird Hotels at Streatley Limited are included within the
hotel operating segment.
The Group has no contractual commitments to the acquisition of intangible assets (2023: £nil).
63
Strategic Report
Governance
Financial Statements
Notes to the Financial Statements continued
14 INTANGIBLE ASSETS CONTINUED
RESTAURANT SEGMENT
The key assumptions for the value-in-use calculations are those regarding the discount rate, trading forecasts and growth rates.
A pre-tax discount rate of 8.4% was used (2023: 12.1%), based on the Group’s WACC and Beta. Cash flows in line with forecasts for the
next two years were used. Cash flows beyond the forecast period are extended out to the end of the lease terms at a 3% growth rate.
Impairment testing at 29 September 2024 resulted in no requirement to reduce the carrying value of goodwill at 29 September 2024,
as the recoverable amounts of the CGUs, based on value-in-use estimates, were greater than the carrying values.
Given the ongoing global economic uncertainty and its impact on the UK hospitality sector, there is particular sensitivity to the
forecasts prepared in connection with the impairment review as at 29 September 2024. The estimate of recoverable amount for
the restaurant segment is particularly sensitive to the discount rate and trading forecast assumptions. If the discount rate used is
increased by 2%, the forecast future EBITDA is reduced by 10% and the terminal growth rate reduced by 1%, a further impairment
loss of £nil for the period ended 29 September 2024 would have to be recognised against goodwill (2023: £nil). Management is not
currently aware of any other reasonably possible changes to key assumptions that would cause a unit’s carrying amount to exceed its
recoverable amount.
HOTEL SEGMENT
The key assumptions for the value-in-use calculations are those regarding the discount rate, trading forecasts and growth rates.
A pre-tax discount rate of 8.4% was used (2023: 12.1%), based on the Group’s WACC and Beta. Cash flows in line with forecasts for the
next two years were used. Cash flows beyond the forecast period are extended at a terminal growth rate of 3% (2023: 3%).
Impairment testing at 29 September 2024 resulted in no requirement to reduce the carrying value of goodwill at 29 September 2024,
as the recoverable amounts of the CGUs, based on value-in-use estimates, were greater than the carrying values.
The estimate of recoverable amount for the hotel segment is sensitive to the discount rate, trading forecast assumptions and terminal
growth rate. If the discount rate used is increased by 1%, the forecast future EBITDA is reduced by 10% and the terminal growth rate
reduced by 1%, no impairment would be required (2023: £nil). Management is not currently aware of any other reasonably possible
changes to key assumptions that would cause a unit’s carrying amount to exceed its recoverable amount.
COMPANY
The Company has no intangible assets.
15 PROPERTY, PLANT AND EQUIPMENT
GROUP
Right-of-use
assets
£ 000
Freehold
land and
property
£ 000
Leasehold
improvements
£ 000
Furniture,
fittings and
equipment
£ 000
Assets under
construction
£ 000
IT
equipment
£ 000
Total
£ 000
Cost or valuation
At 1 October 2023
37,622
2,294
21,251
10,134
597
2,342
74,240
Additions
1,751
–
527
790
2,982
18
6,068
Lease modifications
275
–
–
–
–
–
275
Disposals
(579)
–
–
–
–
–
(579)
Transfers
–
–
2,365
958
(3,413)
90
–
At 29 September 2024
39,069
2,294
24,143
11,882
166
2,450
80,004
Depreciation
At 1 October 2023
12,749
138
3,543
5,942
–
1,598
23,970
Charge for the period
2,522
40
1,250
1,359
–
269
5,440
Eliminated on disposal
(578)
–
–
–
–
–
(578)
Impairment loss
294
–
342
–
–
–
636
Release of historic
impairment charge
(1,197)
–
(377)
–
–
–
(1,574)
At 29 September 2024
13,790
178
4,758
7,301
–
1,867
27,894
Carrying amount
At 29 September 2024
25,279
2,116
19,385
4,581
166
583
52,110
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
64
Right-of-use
assets
£ 000
Freehold
land and
property
£ 000
Leasehold
improvements
£ 000
Furniture,
fittings and
equipment
£ 000
Assets under
construction
£ 000
IT
equipment
£ 000
Total
£ 000
Cost or valuation
At 2 October 2022
37,588
2,294
16,293
8,535
573
2,108
67,391
Additions
1,206
–
654
935
5,191
65
8,051
Lease modifications
56
–
–
–
–
–
56
Disposals
(1,228)
–
–
–
(30)
–
(1,258)
Transfers
–
–
4,304
664
(5,137)
169
–
At 1 October 2023
37,622
2,294
21,251
10,134
597
2,342
74,240
Depreciation
At 2 October 2022
11,479
–
2,489
4,440
–
1,282
19,690
Charge for the period
2,499
138
1,054
1,502
–
316
5,509
Eliminated on disposal
(1,229)
–
–
–
–
–
(1,229)
At 1 October 2023
12,749
138
3,543
5,942
–
1,598
23,970
Carrying amount
1 October 2023
24,873
2,156
17,708
4,192
597
744
50,270
The Group’s leasehold premises and improvements are stated at cost, being the fair value at the date of acquisition, plus any
additions at cost less any subsequent accumulated depreciation. Work in progress relates to capital expenditure on sites that
have not started trading.
Depreciation is charged to cost of sales in the Statement of Comprehensive Income for property, plant and equipment in use at the
trading leasehold premises. Depreciation on property, plant and equipment used by central functions is charged to other expenses in
the Statement of Comprehensive Income.
Rental income from subletting right-of-use assets is recognised on a straight-line basis over the term of the relevant lease. It is netted
off against rental costs and is recognised within cost of sales (2024: £41,000; 2023: £41,000).
The Group has determined that each site in the restaurant operating segment, and each of the companies in the hotel operating
segment are separate CGUs for impairment testing purposes. Each CGU is tested for impairment at the balance sheet date if there
exists at that date any indicators of impairment. All CGUs have been tested for impairment by comparing the carrying amount of the
assets to the recoverable amount. The recoverable amount is represented by the greater of the individual CGU’s fair value less costs of
disposal and its value-in-use.
RESTAURANT SEGMENT
The key assumptions for the value-in-use calculations are those regarding the discount rate, trading forecasts and growth rates.
A discount rate of 8.4% was used (2023: 12.1%), based on the Group’s WACC and Beta. Cash flows in line with forecasts over the next
two years were used. Cash flows beyond the forecast period are extended out to the end of the lease terms at a 3% growth rate.
Impairment testing resulted in the reduction of carrying amount to recoverable amount, being value-in-use, for four CGUs in 2024,
with the full charge recognised against the restaurant segment. The split of the charge between the CGUs and the asset classes are
Restaurant 1 £65,000 against right-of-use asset, Restaurant 2 £134,000 against right-of-use asset, Restaurant 3 £97,000 against right-of-
use asset and Restaurant 4 £340,000 against right-of-use asset.
Impairment testing also resulted in the reversal of impairments on three CGUs in 2024, with the full reversal recognised against the
restaurant segment. The split of the reversal between the CGUs and the asset classes are Restaurant 5 £898,000 against right-of-use
asset and leasehold improvements, Restaurant 6 £571,000 against right-of-use asset and Restaurant 7 £105,000 against right-of-
use asset.
The CGU with the least headroom is Restaurant 8 £105,000.
The estimate of recoverable amount for the restaurant segment is particularly sensitive to the trading forecast assumptions.
If the discount rate used is increased by 1%, the forecast EBITDA is reduced by 10%, and the terminal growth rate reduced by 1%, an
impairment loss of £2,660,000 for the period ended 29 September 2024 would have to be recognised against right-of-use assets
(2023: £650,000). Management is not currently aware of any other reasonably possible changes to key assumptions that would cause
a unit’s carrying amount to exceed its recoverable amount.
The Group has no capital commitments (2023: £nil).
65
Strategic Report
Governance
Financial Statements
Notes to the Financial Statements continued
15 PROPERTY, PLANT AND EQUIPMENT CONTINUED
HOTEL SEGMENT
As a result of the headroom identified during the goodwill impairment testing of the hotel operating segment (see note 14), no
impairment charge is required in respect of the hotel segment.
COMPANY
The Company has no property, plant and equipment.
16 INVESTMENTS
GROUP SUBSIDIARIES
Name of subsidiary
Principal activity
Company
Number
Country of incorporation and registered
office
Proportion of
ownership interest
and voting rights
held by the Group
2024
2023
Various Eateries
Holdings Limited*1
Holding company
09269648
United Kingdom, 20 St Thomas Street,
London, SE1 9RS
100%
100%
Rare Bird Hotels at
Sonning Limited*1
Hotels and similar
accommodation
12764418
United Kingdom, 20 St Thomas Street,
London, SE1 9RS
100%
100%
Rare Bird Hotels at
Streatley Limited*1
Hotels and similar
accommodation
12764529
United Kingdom, 20 St Thomas Street,
London, SE1 9RS
100%
100%
VEL Property Holdings
Limited1
Property
management services
12339094
United Kingdom, 20 St Thomas Street,
London, SE1 9RS
100%
100%
SCP Sugar Limited1
Holding company
09171235
United Kingdom, 20 St Thomas Street,
London, SE1 9RS
100%
100%
Various Eateries
Trading Limited1
Licensed restaurants
09185571
United Kingdom, 20 St Thomas Street,
London, SE1 9RS
100%
100%
Noci Islington Limited1
Property
management services
13642111
United Kingdom, 20 St Thomas Street,
London, SE1 9RS
100%
100%
Coppa Club
(Haslemere) Limited1
Property
management services
13562423
United Kingdom, 20 St Thomas Street,
London, SE1 9RS
100%
100%
Coppa Club Limited1
Property
management services
09446267
United Kingdom, 20 St Thomas Street,
London, SE1 9RS
100%
100%
Coppa (Bath) Limited1
Property
management services
13579333
United Kingdom, 20 St Thomas Street,
London, SE1 9RS
100%
100%
Coppa Club Cardiff
Limited1
Property
management services
14265954
United Kingdom, 20 St Thomas Street,
London, SE1 9RS
100%
100%
Tavolino Limited1
Dormant
13559909
United Kingdom, 20 St Thomas Street,
London, SE1 9RS
100%
100%
Coppa Limited1
Dormant
09446776
United Kingdom, 20 St Thomas Street,
London, SE1 9RS
100%
100%
*
Indicates direct investment of the Company, other companies are held by direct subsidiaries.
1
The subsidiary companies set out above are exempt from the requirement for an audit for the period ended 29 September 2024 under section 479A of the Companies Act
2006 in respect of that period, as the ultimate parent company, Various Eateries PLC, which has prepared audited consolidated financial statements, is providing a guarantee
under section 479C of the Companies Act 2006 in respect of that period, and all members of the companies above agree to the exemption of an audit for the period ended
29 September 2024.
29 September 2024
£ 000
1 October 2023
£ 000
Summary of investments in subsidiaries
At start and end of financial period
9,325
9,325
There were no additions by the Company in the period.
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
66
17 INVENTORIES
Group
Company
29 September 2024
£ 000
1 October 2023
£ 000
29 September 2024
£ 000
1 October 2023
£ 000
Food and beverage
383
392
–
–
Consumables
763
686
–
–
1,146
1,078
–
–
Inventories recognised as an expense in the period totalled £11,290,000 (2023: £10,984,000).
18 TRADE AND OTHER RECEIVABLES
Group
Company
29 September 2024
1 October 2023
29 September 2024
1 October 2023
Trade receivables
244
154
–
–
Prepayments and accrued income
2,183
946
–
–
Other receivables
1,153
1,136
–
–
3,580
2,236
–
–
All of the trade receivables were non-interest-bearing, receivable under normal commercial terms, and the Directors do not
consider there to be any material expected credit loss. The Directors consider that the carrying value of trade and other receivables
approximates to their fair value.
19 CASH AND BANK BALANCES
Group
Company
29 September 2024
£ 000
1 October 2023
£ 000
29 September 2024
£ 000
1 October 2023
£ 000
Cash and bank balances
5,829
1,902
–
–
20 TRADE AND OTHER PAYABLES
Group
Company
29 September 2024
£ 000
1 October 2023
£ 000
29 September 2024
£ 000
1 October 2023
£ 000
Trade payables
2,045
3,107
–
–
Payables to subsidiaries
–
–
3,741
2,795
Accrued expenses
4,042
4,205
–
–
Social security and other taxes
1,675
1,400
–
–
Other payables
1,825
1,377
–
–
Lease liabilities due in less than one year
3,927
3,291
–
–
13,514
13,380
3,741
2,795
The amounts payable to subsidiaries are interest-free and repayable on demand.
67
Strategic Report
Governance
Financial Statements
Notes to the Financial Statements continued
21 CURRENT BORROWINGS
Group
Company
29 September 2024
£ 000
1 October 2023
£ 000
29 September 2024
£ 000
1 October 2023
£ 000
Borrowings from related parties
3,139
13,511
–
–
Borrowings from related parties classed as payable within 12 months includes two deep discounted bond instruments issued by VEL
Property Holdings Limited and by Various Eateries Trading Limited.
The deep discounted bond instrument issued by VEL Property Holdings Limited was rolled in July 2024 with a new redemption date
of 14 January 2025. The nominal value at year end is £3,139,000 (2023: £2,902,000). The discount is recognised between subscription
and redemption date, resulting in £54,000 of accrued financing costs as at the reporting date. The deep discounted bond is secured
by freehold property in the Group.
The deep discounted bond instrument issued by Various Eateries Trading Limited was settled in full during the year in December 2023
using proceeds from the debt for equity swap. The principal amount of the loan was £10,609,000. Interest of £800,000 at 3.75% above
SONIA was also settled (2023: 3.75% above SONIA).
22 NON-CURRENT BORROWINGS
Group
Company
29 September 2024
£ 000
1 October 2023
£ 000
29 September 2024
£ 000
1 October 2023
£ 000
Lease liabilities due after more than one year
27,424
28,049
–
–
The loans and borrowings classified as financial instruments are disclosed in note 26.
The Group’s exposure to market and liquidity risk in respect of loans and borrowings is disclosed in the financial instruments note.
23 PROVISIONS FOR LIABILITIES
GROUP
52 weeks ended
29 September 2024
£ 000
52 weeks ended
1 October 2023
£ 000
Authorised Guarantee Agreements ('AGAs')
At start of financial period
358
357
• At start of financial period
358
357
• (Release)/charge in the year
(170)
1
• At end of financial period
188
358
The provision relates to the annual rental cost of two (2023: three) previously operated sites that have been disposed of via assignment
of lease and include Authorised Guarantee Agreements (‘AGAs’) as part of the assignment arrangement (see also note 28).
24 SHARE CAPITAL AND SHARE PREMIUM
AUTHORISED, ALLOTTED, CALLED-UP AND FULLY PAID SHARES
29 September 2024
1 October 2023
No. 000
£ 000
No. 000
£ 000
Ordinary shares of £0.01 each
175,045
1,750
89,008
890
In December 2023, the Company issued 86,036,788 shares at £0.25 each raising a total of £21,509,197.
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
68
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the
number of and amounts paid on the shares held. The fully paid ordinary shares have a par value of £0.01 and the Company does not
have a limited amount of authorised capital.
Employee benefit trust shares reserve
The Group presents these shares as an adjustment to own equity at the period end date through the employee benefit trust shares
reserve, until the point that the shares are awarded and cease to be conditional awards of shares. The award of shares is conditional
upon certain vesting criteria, as outlined in note 28.
25 RETIREMENT BENEFIT SCHEMES
GROUP PERSONAL PENSION SCHEME
The Group operates group personal pension schemes for all qualifying employees. The assets of the schemes are held separately from
those of the Group.
The total cost charged to income of £316,000 (2023: £279,000) represents contributions payable to these schemes by the Group at rates
specified in the rules of the schemes. As at 29 September 2024, contributions of £40,000 (2023: £34,000) due in respect of the current
reporting period had not been paid over to the schemes.
26 FINANCIAL INSTRUMENTS
GROUP
Financial assets at amortised cost:
29 September 2024
£ 000
1 October 2023
£ 000
Cash at bank and in hand
5,829
1,902
Trade and other receivables
1,397
1,290
7,226
3,192
Reconciliation of liabilities arising from financing activities:
Lease liabilities
£ 000
Other borrowings
£ 000
Total
£ 000
At start of financial period
31,340
13,511
44,851
New borrowings/(disposals)
(530)
–
(530)
DDB renewal
–
–
–
Interest charge
1,860
237
2,097
Repayments during the period
(1,319)
(10,609)
(11,928)
At end of financial period
31,351
3,139
34,490
Valuation methods and assumptions
Trade receivables are all due for settlement in less than one year. The Directors consider that the carrying amount of trade and other
receivables is approximately equal to their fair value due to their short-term nature.
FINANCIAL LIABILITIES AT AMORTISED COST
29 September 2024
£ 000
1 October 2023
£ 000
Trade and other payables
39,263
40,029
Borrowings from related parties
3,139
13,511
42,402
53,540
69
Strategic Report
Governance
Financial Statements
Notes to the Financial Statements continued
26 FINANCIAL INSTRUMENTS CONTINUED
FINANCIAL LIABILITIES AT AMORTISED COST CONTINUED
Valuation methods and assumptions
The Directors consider that the carrying amount of trade and other payables is approximately equal to their fair value due to their
short-term nature. The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current
market interest rate that is available for similar financial liabilities.
FAIR VALUE HIERARCHY
The tables above detail the Group’s assets and liabilities disclosed at fair value. Using a three-level hierarchy, based on the lowest level
of input that is significant to the entire fair value measurement, all assets and liabilities shown above are considered to be level 3:
‘Unobservable inputs for the asset or liability’. There were no transfers between levels during the financial period.
FINANCIAL RISK MANAGEMENT AND IMPAIRMENT OF FINANCIAL ASSETS
The Group’s activities expose it to a variety of financial instrument risks. The risk management policies employed by the Group to
manage these risks are discussed below. The primary objectives of the financial instrument risk management function are to establish
risk limits, and then ensure that exposure to risks stay within these limits.
CAPITAL RISK MANAGEMENT
The Group’s objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns
for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total
borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return
capital to shareholders, issue new shares or sell assets to reduce debt.
The Company is subject to certain financing arrangements covenants and meeting these is given priority in all capital risk
management decisions. There have been no events of default on the financing arrangements during the financial period.
CREDIT RISK MANAGEMENT
The Group’s credit risk is attributable to trade and other receivables and cash with the carrying amount best representing the
maximum exposure to credit risk. The Group places its cash with banks with high-quality credit standings. Trade and other
receivables relate to day-to-day activities which are entered into with creditworthy counterparties.
MARKET RISK MANAGEMENT
The Group’s activities expose it economic factors, the Directors closely monitor market conditions and consider any impact on the
Group’s existing strategy.
LIQUIDITY RISK MANAGEMENT
Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its debt
instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.
Management review cash flow forecasts on a regular basis to determine whether the Group has sufficient cash reserves to meet
future working capital requirements and to take advantage of business opportunities.
REMAINING CONTRACTUAL MATURITIES
The following tables detail the Company’s remaining contractual maturity for its financial instrument liabilities. The tables have been
drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities
are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and
therefore these totals may differ from their carrying amount in the statement of financial position.
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
70
2024
Weighted
average
interest rate
%
1 year or less
£ 000
Between 1 and
2 years
£ 000
Between 2 and
5 years
£ 000
Over 5 years
£ 000
Remaining
contractual
maturities
£ 000
Non-derivatives
Trade payables
–
2,045
–
–
–
2,045
Other payables
–
5,867
–
–
–
5,867
Borrowings – Deep
Discount Bond
–
3,139
–
–
–
3,139
Borrowings – loan
3.75% + SONIA
–
–
–
–
–
Lease liability
4.5%
3,927
3,718
3,733
19,973
31,351
14,978
3,718
3,733
19,973
42,402
2023
Weighted
average
interest rate
%
1 year or less
£ 000
Between 1 and
2 years
£ 000
Between 2 and
5 years
£ 000
Over 5 years
£ 000
Remaining
contractual
maturities
£ 000
Non-derivatives
Trade payables
–
3,107
–
–
–
3,107
Other payables
–
5,582
–
–
–
5,582
Borrowings – Deep
Discount Bond
–
12,903
–
–
–
12,903
Borrowings – loan
3.75% + SONIA
608
–
–
–
608
Lease liability
4.5%
3,291
3,718
3,733
20,598
31,340
25,491
3,718
3,733
20,598
53,540
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.
27 LEASES
Lease liabilities
£ 000
At 2 October 2022
32,070
Additions
1,206
Interest expense
1,573
Lease payments
(2,337)
Modifications
56
Disposals
(1,228)
At 1 October 2023
31,340
Additions
1,751
Interest expense
1,859
Lease payments
(3,295)
Modifications
275
Disposals
(579)
At 29 September 2024
31,351
71
Strategic Report
Governance
Financial Statements
Notes to the Financial Statements continued
27 LEASES CONTINUED
CARRYING AMOUNT BY MATURITY OF THE GROUP LEASE LIABILITIES
Within 1 year
£ 000
1 to 2 years
£ 000
2 to 5 years
£ 000
Over 5 years
£ 000
More than 1
year
£ 000
Total
£ 000
1 October 2023
3,291
3,718
3,733
20,598
28,049
31,340
29 September 2024
3,927
3,718
3,733
19,973
27,424
31,351
28 SHARE-BASED PAYMENTS
As at 29 September 2024, the Group maintained one separate share-based payment schemes for employee remuneration (2023: two):
•
Various Eateries Company Share Option Plan (‘CSOP’)
JSOP SCHEME 1
In accordance with IFRS 2 ‘Share-based Payment’, the value of the awards is measured at fair value at the date of the grant. The fair
value is expensed on a straight-line basis over the vesting period, based on management’s estimate of the number of shares that will
eventually vest. A charge of £nil (2023: £nil) has been recognised in the consolidated income statement by the Group in the period
ended 29 September 2024.
JSOP (Scheme 1)
Granted
Number
of shares
Exercisable
Total
At 1 October 2023
–
2,523,809
2,523,809
Surrendered 19 January 2024
–
(2,523,809)
(2,523,809)
At 29 September 2024
–
–
–
At 2 October 2022
–
5,809,523
5,809,523
Lapsed 11 November 2022
–
(1,095,238)
(1,095,238)
Lapsed 8 September 2023
–
(2,190,476)
(2,190,476)
At 1 October 2023
–
2,523,809
2,523,809
The fair value of these options granted was determined using a Black-Scholes model. The following principal assumptions were used
in the valuation:
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
72
CSOP
A charge of £391,000 (2023: £69,000) has been recognised in the consolidated income statement by the Group in the period ended
29 September 2024.
CSOP
Number of
shares
Exercise price
per share (£)
At 1 October 2023
1,944,428
various
Surrendered 19 January 2024
(654,167)
various
Granted 19 January 2024
13,483,180
various
Granted 6 August 2024
500,000
various
Lapsed 31 January 2024
(45,629)
0.69
Lapsed 8 March 2024
(208,333)
0.69
Lapsed 17 May 2024
(218,182)
various
Lapsed 5 July 2024
(250,000)
various
Lapsed 23 August 2024
(218,182)
various
At 29 September 2024
14,333,115
various
At 2 October 2022
1,240,441
various
Granted 15 November 2022
250,000
0.35
Granted 4 April 2023
642,857
0.28
Granted 17 July 2023
393,442
0.31
Lapsed 11 November 2022
(104,167)
1.09
Lapsed 3 October 2022
(136,887)
1.09
Lapsed 30 April 2023
(250,000)
1.09
Lapsed 31 July 2023
(91,258)
1.09
At 1 October 2023
1,944,428
various
The fair value of the options is estimated at the date of grant using a Black-Scholes valuation method. The total estimated fair value of
the options granted during the year to be recognised over the vesting period is £1,513,000.
73
Strategic Report
Governance
Financial Statements
Notes to the Financial Statements continued
28 SHARE-BASED PAYMENTS CONTINUED
CSOP CONTINUED
CSOP
Grant date
4 April 2023
17 July 2023
19 January 2024
6 August 2024
Vesting period ends
4 April 2026
17 July 2026
19 January 2027
6 August 2027
Share price at date of grant
£0.28
£0.31
£0.25
£0.18
Volatility
65.66%
65.66%
65.66%
65.66%
Option life at grant
3 years
3 years
3 years
3 years
Dividend yield
0.00%
0.00%
0.00%
0.00%
Risk-free investment rate
0.87%
0.87%
0.87%
0.87%
Fair value per option at grant date
£0.12
£0.13
£0.11
£0.06
Exercise price at date of grant
£0.28
£0.31
various
various
Exercisable
from / to
4 April 2026/
4 April 2033
17 July 2026/
17 July 2033
19 January 2027/
19 January 2034
6 August 2027/
6 August 2034
Remaining contractual life
1.5 years
1.8 years
2.3 years
2.9 years
29 RELATED PARTY TRANSACTIONS
Transactions with related parties include management charges for services provided by Osmond Capital Limited, which has common
shareholders with controlling influence with the Company, of £189,000 (2023: £200,000). In addition, H E M Osmond is the principal
lender of the £3,139,000 borrowings (2023: £12,903,000) and a shareholder with controlling influence of Xercise2 Limited which is a
significant shareholder of the Company. Andy Bassadone is the lender of £nil (2023: 392,000).
As at 29 September 2024, there was £nil (2023: £nil) of accrued cash interest payable on borrowings from related parties.
REMUNERATION OF KEY MANAGEMENT PERSONNEL
The remuneration of the Directors of the Company and its subsidiaries and other key management, who are the key management
personnel of the Group, is set out below in aggregate for each of the categories specified in IAS 24 ‘Related Party Disclosures’.
52 weeks ended
29 September 2024
£ 000
52 weeks ended
1 October 2023
£ 000
Salaries and other short-term employee benefits
547
699
Employer’s National Insurance contributions
64
87
Post-employment benefits
–
21
611
807
During the period, the Company entered the following trading transactions with related parties:
52 weeks ended 29 September 2024
52 weeks ended 1 October 2023
Purchase of goods/
services
£ 000
Sale of goods/
services
£ 000
Purchase of goods/
services
£ 000
Sale of goods/
services
£ 000
SCP Newbury Manor Limited
10
–
14
–
Osmond Capital Limited
189
–
200
–
The Great House at Sonning Limited
812
–
747
–
CCO Cygnet Limited
987
–
891
–
1,998
–
1,852
–
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
74
The following amounts were outstanding at the statement of financial position date:
29 September 2024
1 October 2023
Amounts owed to
related parties
£ 000
Amounts owed by
related parties
£ 000
Amounts owed to
related parties
£ 000
Amounts owed by
related parties
£ 000
The Great House at Sonning Limited
63
–
183
–
SCP Newbury Manor Limited
–
2
4
–
CCO Cygnet Limited
74
–
380
–
Mudlark Hotels Limited
–
–
–
24
137
2
567
24
SCP Newbury Manor Limited, Osmond Capital Limited, The Great House at Sonning Limited, SCP Newbury Manor Limited, CCO
Cygnet Limited and Mudlark Hotels Limited are related parties of the Company because they have common shareholders with
controlling influence with the Company.
Sales and purchases of goods and services between the related parties were made at market prices discounted to reflect the
relationships between the parties.
The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received. No provisions have
been made for doubtful debts in respect of the amounts owed by related parties.
30 CONTROLLING PARTY
The ultimate controlling party of the Company is H E M Osmond.
31 POST BALANCE SHEET EVENTS
SHARE OPTIONS
In November 2024, new share options totalling 1,500,000 under the CSOP scheme were issued and will vest over a three-year period
to November 2027. One third were issued at 20.0 pence, the remaining two thirds were issued at 22.0 pence and the final third were at
24.2 pence.
SHARE PURCHASE
On 9 October 2024 Hugh Osmond purchased 2,000,000 of shares at a price of 15.0 pence each for a total of £0.3m. As these shares
were purchased in the market no new shares have been issued.
32 CONTINGENT LIABILITIES
AUTHORISED GUARANTEE AGREEMENTS
There are nine (2023: nine) previously operated sites that have been disposed of via assignment of lease and include Authorised
Guarantee Agreements (‘AGAs’) as part of the assignment arrangement. There is a risk that the sites would be returned if the assigned
leaseholders were to default on their contractual obligations with their respective landlords, the risk of which was heightened as a
result of the coronavirus (Covid-19) outbreak. The total annual rental cost for these sites is £758,000, of which £188,000 (2023: £358,000)
has been provided for (see note 23). The average remaining lease length is five years.
CJRS CLAIM
The Group made material claims under the CJRS schemes in order to support the business through the pandemic. Given multiple
changes to the rules governing the schemes, as well as the degree of complexity in the various rules, the Group undertook an external
review of past claims to confirm their validity. The Directors are of the opinion that claims made to date are valid and materially correct
and so do not consider the likelihood of material outflow as a result of this review to be probable.
75
Strategic Report
Governance
Financial Statements
Advisers
ZEUS
125 Old Broad Street
12th Floor
London
EC2N 1AR
INDEPENDENT AUDITORS
HaysMac LLP
10 Queen Street Place
London
EC4R 1AG
SOLICITORS
Irwin Mitchell LLP
40 Holborn Viaduct
London
EC1N 2PZ
PUBLIC RELATIONS
Alma PR
71–73 Carter Lane
London
EC4V 5EQ
VARIOUS EATERIES PLC
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
76
Printed on material from well-managed, FSC® certified forests and other
controlled sources. This publication was printed by an FSC® certified printer that
holds an ISO 14001 certification.
100% of the inks used are HP Indigo ElectroInk which complies with RoHS
legislation and meets the chemical requirements of the Nordic Ecolabel (Nordic
Swan) for printing companies, 95% of press chemicals are recycled for further use
and, on average 99% of any waste associated with this production will be recycled
and the remaining 1% used to generate energy.
The paper is Carbon Balanced with Carbon Footprint Ltd, an international
conservation charity, who offset carbon emissions through the purchase and
preservation of high conservation value land. Through protecting standing
forests, under threat of clearance, carbon is locked-in, that would otherwise be
released.
Various Eateries PLC
INV4498401
Various Eateries PLC
REGISTERED OFFICE:
20 St. Thomas Street
Runway East
London
SE1 9RS
www.variouseateries.co.uk