N V SUBWAY LIMITED

	Page
Company Information	1
Directors' Report	2
Accountant's Report	3
Consolidated Income Statement	4
Consolidated Statement of Comprehensive Income	5
Consolidated Statement of Financial Position	6—7
Company Statement of Financial Position	8—9
Notes to the Financial Statements	10—16

Page 1

Page 2

N V SUBWAY LIMITED

Company No. 07414466

Directors' Report For The Year Ended 31 December 2024

Directors' Report

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors

The directors who held office during the year were as follows:

Mr Viral Lalwala
Mrs Nital Lalwala	Appointed	29/04/2024

Statement of Directors' Responsibilities

The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 company and of the profit or loss of the company for that period. In preparing the financial statements the directors are required to:

select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of 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 company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Small Company Rules

This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

On behalf of the board

Mr Viral Lalwala

Director

15/09/2025

Page 2

Page 3

N V SUBWAY LIMITED

Accountant's Report

For The Year Ended 31 December 2024

Accountant's Report

In accordance with the engagement letter dated 25th January 2024, and in order to assist you to fulfil your duties under the Companies Act 2006, we have compiled the financial statements of the company from the accounting records and information and explanations you have given to us.

This report is made to the directors in accordance with the terms of our engagement. Our work has been undertaken to prepare for approval by the directors the financial statements that we have been engaged to compile, to report to the directors that we have done so, and to state those matters that we have agreed to state to them in this 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 directors for our work or for this report.

You have acknowledged on the statement of financial position as at year ended 31 December 2024 your duty to ensure that the company has kept proper accounting records and to prepare financial statements that give a true and fair view under the Companies Act 2006. You consider that the company is exempt from the statutory requirement for an audit for the year.

We have not been instructed to carry out an audit of the financial statements. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the financial statements.

Signed

15/09/2025

Aarnic Ltd

36 Silk Mill Road

Watford

WD19 4JY

Page 3

Page 4

N V SUBWAY LIMITED

Consolidated Income Statement

For The Year Ended 31 December 2024

Consolidated Income Statement

		2024	2023
	Notes	£	£
TURNOVER		4,993,945	4,433,863
Cost of sales		(2,362,793 )	(2,208,796 )

GROSS PROFIT		2,631,152	2,225,067

Administrative expenses		(2,338,285 )	(1,760,673 )
Other operating income		23,904	13,516

OPERATING PROFIT		316,771	477,910
Interest payable and similar charges		(83,628 )	(89,517 )

PROFIT BEFORE TAXATION		233,143	388,393
Tax on Profit		(55,308 )	(64,128 )

PROFIT AFTER TAXATION BEING PROFIT FOR THE FINANCIAL YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT		177,835	324,265

The notes on pages 10 to 16 form part of these financial statements.

Page 4

Page 5

N V SUBWAY LIMITED

Consolidated Statement of Comprehensive Income

For The Year Ended 31 December 2024

Consolidated Statement of Comprehensive Income

	2024	2023
	£	£
PROFIT FOR THE FINANCIAL YEAR	177,835	324,265
OTHER COMPREHENSIVE INCOME FOR THE YEAR	-	-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT	177,835	324,265

Page 5

Page 6

N V SUBWAY LIMITED

Consolidated Statement of Financial Position

As At 31 December 2024

Consolidated Statement of Financial Position

		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	4		1,477,203		1,641,337
Tangible Assets	5		770,716		530,333
Investments	6		200,000		-

			2,447,919		2,171,670
CURRENT ASSETS
Stocks	7	40,899		48,578
Debtors	8	242,401		359,536
Cash at bank and in hand		5,608		175,002

		288,908		583,116
Creditors: Amounts Falling Due Within One Year	9	(546,901 )		(648,635 )

NET CURRENT ASSETS (LIABILITIES)			(257,993 )		(65,519 )

TOTAL ASSETS LESS CURRENT LIABILITIES			2,189,926		2,106,151

Creditors: Amounts Falling Due After More Than One Year	10		(553,807 )		(888,768 )

NET ASSETS			1,636,119		1,217,383

CAPITAL AND RESERVES
Called up share capital	11		4		4
Share premium account			157,966		-
Income Statement			1,478,149		1,217,379

SHAREHOLDERS' FUNDS			1,636,119		1,217,383

Page 6

Page 7

N V SUBWAY LIMITED

Consolidated Statement of Financial Position (continued)

As At 31 December 2024

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

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

On behalf of the board

Mr Viral Lalwala

Director

15/09/2025

The notes on pages 10 to 16 form part of these financial statements.

Page 7

Page 8

N V SUBWAY LIMITED

Company Statement of Financial Position

As At 31 December 2024

Company Statement of Financial Position

		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	4		1,477,203		1,641,337
Tangible Assets	5		727,949		530,333
Investments	6		200,000		-

			2,405,152		2,171,670
CURRENT ASSETS
Stocks	7	38,589		48,578
Debtors	8	114,938		359,536
Cash at bank and in hand		6,608		175,002

		160,135		583,116
Creditors: Amounts Falling Due Within One Year	9	(541,327 )		(648,635 )

NET CURRENT ASSETS (LIABILITIES)			(381,192 )		(65,519 )

TOTAL ASSETS LESS CURRENT LIABILITIES			2,023,960		2,106,151

Creditors: Amounts Falling Due After More Than One Year	10		(553,807 )		(888,768 )

NET ASSETS			1,470,153		1,217,383

CAPITAL AND RESERVES
Called up share capital	11		4		4
Income Statement			1,470,149		1,217,379

SHAREHOLDERS' FUNDS			1,470,153		1,217,383

Page 8

Page 9

N V SUBWAY LIMITED

Company Statement of Financial Position (continued)

As At 31 December 2024

In accordance with section 408(3) of the Companies Act 2006, the company has not presented its own profit and loss account and the related notes. The company's profit for the year was £ 253,370 (2023: £ 324,265 profit).

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

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

On behalf of the board

Mr Viral Lalwala

Director

15/09/2025

The notes on pages 10 to 16 form part of these financial statements.

Page 9

Page 10

N V SUBWAY LIMITED

Notes to the Financial Statements

For The Year Ended 31 December 2024

Notes to the Financial Statements

1. General Information

N V SUBWAY LIMITED is a private company, limited by shares, incorporated in England & Wales, registered number 07414466 . The registered office is 141 Finchley Road, London,, London, NW3 6JH.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

2.2. Basis Of Consolidation

The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings together with the group’s share of the results of associates made up to 31 December 2024.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary.

Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group’s accounting policies when preparing the consolidated financial statements.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and where the group has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate. The results of associates are accounted for using the equity method of accounting.

Any subsidiary undertakings or associates sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively.

Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement. The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and are transferred to retained earnings. The gain or loss also includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified.

Where control of a subsidiary is achieved in stages, the initial acquisition that gave the group control is accounted for as a business combination. Thereafter where the group increases its controlling interest in the subsidiary the transaction is treated as a transaction between equity holders. Any difference between the fair value of the consideration paid and the carrying amount of the non-controlling interest acquired is recognised directly in equity. No changes are made to the carrying value of assets, liabilities or provisions for contingent liabilities.

2.3. Business Combinations

Business combinations are accounted for by applying the purchase method.

The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction.

Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination.

On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.

Page 10

Page 11

N V SUBWAY LIMITED

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.4. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

2.5. Intangible Fixed Assets and Amortisation - Goodwill

Goodwill is the difference between amounts paid on the acquisition of a business and the fair value of the separable net assets. It is amortised to income statement over its estimated economic life of 10 years.

2.6. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Leasehold	4% SLM
Plant & Machinery	25% RBM
Fixtures & Fittings	15% RBM
Computer Equipment	33.33% SLM

2.7. Stocks and Work in Progress

Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads. Work-in-progress is reflected in the accounts on a contract by contract basis by recording turnover and related costs as contract activity progresses.

2.8. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing 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. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect 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.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

Page 11

Page 12

N V SUBWAY LIMITED

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

3. Average Number of Employees

Group

Average number of employees, including directors, during the year was: 66 (2023: 55)

Company

Average number of employees, including directors, during the year was: 60 (2023: 55)

4. Intangible Assets

Group

	Goodwill
	£
Cost
As at 1 January 2024	2,082,566

As at 31 December 2024	2,082,566

Amortisation
As at 1 January 2024	441,229
Provided during the period	164,134

As at 31 December 2024	605,363

Net Book Value
As at 31 December 2024	1,477,203

As at 1 January 2024	1,641,337

Company

	Goodwill
	£
Cost
As at 1 January 2024	2,082,566

As at 31 December 2024	2,082,566

Amortisation
As at 1 January 2024	441,229
Provided during the period	164,134

As at 31 December 2024	605,363

Net Book Value
As at 31 December 2024	1,477,203

As at 1 January 2024	1,641,337

Page 12

Page 13

N V SUBWAY LIMITED

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

5. Tangible Assets

Group

	Land & Property
	Leasehold	Plant & Machinery	Fixtures & Fittings	Computer Equipment	Total
	£	£	£	£	£
Cost
As at 1 January 2024	138,704	446	918,161	2,367	1,059,678
Additions	257,008	27,687	76,180	624	361,499

As at 31 December 2024	395,712	28,133	994,341	2,991	1,421,177

Depreciation
As at 1 January 2024	108,942	112	418,763	1,528	529,345
Provided during the period	8,680	7,381	104,077	978	121,116

As at 31 December 2024	117,622	7,493	522,840	2,506	650,461

Net Book Value
As at 31 December 2024	278,090	20,640	471,501	485	770,716

As at 1 January 2024	29,762	334	499,398	839	530,333

Company

	Land & Property
	Leasehold	Plant & Machinery	Fixtures & Fittings	Computer Equipment	Total
	£	£	£	£	£
Cost
As at 1 January 2024	138,704	446	918,161	2,367	1,059,678
Additions	257,008	18,165	4,669	624	280,466

As at 31 December 2024	395,712	18,611	922,830	2,991	1,340,144

Depreciation
As at 1 January 2024	108,942	112	418,763	1,528	529,345
Provided during the period	8,680	2,884	70,308	978	82,850

As at 31 December 2024	117,622	2,996	489,071	2,506	612,195

Net Book Value
As at 31 December 2024	278,090	15,615	433,759	485	727,949

As at 1 January 2024	29,762	334	499,398	839	530,333

Page 13

Page 14

N V SUBWAY LIMITED

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

6. Investments

Group

	Subsidiaries
	£
Cost
As at 1 January 2024	-
Additions	200,000

As at 31 December 2024	200,000

Provision
As at 1 January 2024	-

As at 31 December 2024	-

Net Book Value
As at 31 December 2024	200,000

As at 1 January 2024	-

Company

	Subsidiaries
	£
Cost
As at 1 January 2024	-
Additions	200,000

As at 31 December 2024	200,000

Provision
As at 1 January 2024	-

As at 31 December 2024	-

Net Book Value
As at 31 December 2024	200,000

As at 1 January 2024	-

7. Stocks

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Stock	40,899	48,578	38,589	48,578

Page 14

Page 15

N V SUBWAY LIMITED

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

8. Debtors

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Due within one year
Trade debtors	58,078	40,844	36,159	40,844
Prepayments and accrued income	83,119	16,508	80,030	16,508
Other debtors	-	301,545	-	301,545
Pension scheme prepayments	(1,228 )	639	(1,251 )	639
Directors' loan accounts	102,432	-	-	-

	242,401	359,536	114,938	359,536

9. Creditors: Amounts Falling Due Within One Year

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Trade creditors	191,178	99,480	182,466	99,480
Bank loans and overdrafts	62,993	-	61,100	-
Other loans	-	46,612	-	46,612
Corporation tax	92,808	48,099	92,808	48,099
Other taxes and social security	38,220	29,544	36,422	29,544
VAT	121,380	159,572	121,114	159,572
Net wages	45,112	4,960	52,688	4,960
VP Subs Ltd	(6,925 )	46,640	(35 )	46,640
AJS Subway Ltd	-	-	(92,608 )	-
MS Subs Ltd	(665 )	-	(590 )	-
Accruals and deferred income	-	2,113	-	2,113
Directors' loan accounts	2,800	211,615	87,962	211,615

	546,901	648,635	541,327	648,635

10. Creditors: Amounts Falling Due After More Than One Year

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Other loans	-	888,768	-	888,768
Loan Account Number *00129505 Clydesdale	111,665	-	111,665	-
Loan Account Number 50121402 Clydesdale	32,865	-	32,865	-
Loan Account Number 20134535 Clydesdale	185,424	-	185,424	-
CBIL Loan 20048263	223,853	-	223,853	-

	553,807	888,768	553,807	888,768

11. Share Capital

	2024	2023
	£	£
Allotted, Called up and fully paid	4	4

Page 15

Page 16

N V SUBWAY LIMITED

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

12. Directors Advances, Credits and Guarantees

Included within Debtors are the following loans to directors:

£190,392.89 was the balance when store purchased. It was repaid before 31st August 2024.

	As at 1 January 2024	Amounts advanced	Amounts repaid	Amounts written off	As at 31 December 2024
	£	£	£	£	£
Mr Viral Lalwala	190,392	-	190,392	-	-

Page 16