Company No: 02604475 (England and Wales)

Contents

• Statement of Income and Retained Earnings
• Balance Sheet
• Notes to the Financial Statements

		Period from 01.11.2023 to 31.12.2024		Period from 01.05.2022 to 31.10.2023
		£		£
Turnover		4,171,486		5,852,377
Cost of sales		( 2,596,956)		( 2,690,676)
Gross profit		1,574,530		3,161,701
Administrative expenses		( 1,423,554)		( 2,093,187)
Operating profit		150,976		1,068,514
Interest receivable and similar income		3,174		1,987
Interest payable and similar expenses		( 6,698)		0
Profit before taxation		147,452		1,070,501
Tax on profit		( 37,483)		( 201,557)
Profit for the financial period		109,969		868,944
Retained earnings at the beginning of financial period		581,993		100,424
Profit for the financial period		109,969		868,944
Dividends declared and paid		0		( 387,375)
Retained earnings at the end of financial period		691,962		581,993

	Note	31.12.2024		31.10.2023
		£		£
Fixed assets
Tangible assets	3	467,748		501,194
Investments	4	100		100
		467,848		501,294
Current assets
Stocks		54,834		72,704
Debtors	5	917,767		495,547
Cash at bank and in hand		93,056		222,098
		1,065,657		790,349
Creditors: amounts falling due within one year	6	( 762,075)		( 625,998)
Net current assets		303,582		164,351
Total assets less current liabilities		771,430		665,645
Provision for liabilities		( 29,468)		( 33,652)
Net assets		741,962		631,993
Capital and reserves
Called-up share capital		50,000		50,000
Profit and loss account		691,962		581,993
Total shareholder's funds		741,962		631,993

For the financial period ending 31 December 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The member has not required the Company to obtain an audit of its financial statements for the financial period in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime of the Companies Act 2006 and in accordance with the provisions of FRS 102 Section 1A – small entities.

The financial statements of Verdi's Ltd. (registered number: 02604475) were approved and authorised for issue by the Board of Directors on 15 September 2025. They were signed on its behalf by:

Ryan David Hole Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial period and to the preceding financial period, unless otherwise stated.

General information and basis of accounting

Verdi's Ltd. (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is The Secret Beach Bar And Kitchen, Mumbles Road, Swansea, SA2 0AY, Wales, United Kingdom. The principal place of business is Knab Rock, Mumbles Road, Mumbles, Swansea, SA3 4EE.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Reporting period length

The financial statements have been prepared for an extended period of 14 months to 31 December 2024, so as to align the company year end with other group companies. The comparatives are for an 18 month period to 31 October 2023. The results of the current year and comparatives are, as a result, not entirely comparable.

Turnover

Turnover represents food and drink sales and is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business. It is shown net of VAT, voluntary gratuities and other sales related taxes.

Turnover is recognised at the point of completion of a transaction with a customer when the significant risks and rewards are considered to have been transferred to the customer.

Employee benefits

Short term benefits
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Statement of Income and Retained Earnings in respect of pension costs and other post-retirement benefits is the contributions payable in the financial period. Differences between contributions payable in the financial period and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Leasehold improvements	50 years straight line
Plant and machinery	20 % reducing balance
Vehicles	25 % reducing balance
Office equipment	10 % reducing balance

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Leases

The Company as lessee
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Income and Retained Earnings as described below.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to the net realisable value.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Investments
Investments in non-convertible preference shares and non-puttable ordinary or preference shares (where shares are publicly traded or their fair value is reliably measurable) are measured at fair value through the Statement of Income and Retained Earnings. Where fair value cannot be measured reliably, investments are measured at cost less impairment.

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

2. Employees

	Period from 01.11.2023 to 31.12.2024		Period from 01.05.2022 to 31.10.2023
	Number		Number
Monthly average number of persons employed by the Company during the period, including directors	90		118

3. Tangible assets

	Leasehold improve- ments		Plant and machinery		Vehicles		Office equipment		Total
	£		£		£		£		£
Cost
At 01 November 2023	669,785		553,411		14,995		86,818		1,325,009
Additions	0		17,484		0		2,028		19,512
At 31 December 2024	669,785		570,895		14,995		88,846		1,344,521
Accumulated depreciation
At 01 November 2023	317,183		420,909		13,748		71,975		823,815
Charge for the financial period	15,627		34,998		364		1,969		52,958
At 31 December 2024	332,810		455,907		14,112		73,944		876,773
Net book value
At 31 December 2024	336,975		114,988		883		14,902		467,748
At 31 October 2023	352,602		132,502		1,247		14,843		501,194

4. Fixed asset investments

	Other investments		Total
	£		£
Cost or valuation before impairment
At 01 November 2023	100		100
At 31 December 2024	100		100
Carrying value at 31 December 2024	100		100
Carrying value at 31 October 2023	100		100

5. Debtors

	31.12.2024		31.10.2023
	£		£
Trade debtors	44,695		16,752
Amounts owed by Group undertakings	830,238		430,865
Prepayments	42,834		47,930
	917,767		495,547

6. Creditors: amounts falling due within one year

	31.12.2024		31.10.2023
	£		£
Trade creditors	44,714		77,701
Amounts owed to Group undertakings	556,253		49,585
Accruals	35,612		49,527
Taxation and social security	120,135		401,640
Other creditors	5,361		47,545
	762,075		625,998

There are no amounts included above in respect of which any security has been given by the small entity.

7. Financial commitments

Commitments

	31.12.2024		31.10.2023
	£		£
Total future minimum lease payments under non-cancellable operating lease	30,000		40,000

The operating lease for the land and buildings also includes an uplift of the rent by a percentage of annual turnover. This is not included in the disclosed commitment above due to not being able to be accurately estimated, as it is based on turnover in future periods.

8. Related party transactions

Other related party transactions

	31.12.2024		31.10.2023
	£		£
The Secret Beach Bar and Kitchen Limited - Debtor	518,752		358,373
Vesuvio Leisure Limited - Debtor	229,812		72,495
The Secret Hospitality Group Ltd - Creditor	(542,223)		(49,585)
The Secret Distribution Company Limited- Debtor	81,674		0
Oystermouth Road Limited- Creditor	(14,030)		0