BA Restaurants Limited - Limited company accounts 25.1

Report of the Director and

Consolidated Financial Statements

for the Year Ended 31 December 2024

for

BA Restaurants Limited

Page

Company Information

1

Report of the Director

2

Report of the Independent Auditors

3

Consolidated Income Statement

6

Consolidated Balance Sheet

7

Company Balance Sheet

8

Notes to the Consolidated Financial Statements

9

DIRECTOR:

G S Y Sanzey

REGISTERED OFFICE:

8-10 South Street

Epsom

Surrey

KT18 7PF

REGISTERED NUMBER:

11542205 (England and Wales)

AUDITORS:

Williams & Co Epsom LLP

Statutory Auditors

8-10 South Street

Epsom

Surrey

KT18 7PF

The director presents his report with the financial statements of the company and the group for the year ended 31 December 2024.

DIRECTOR

A Rojas Herrero held office from 1 January 2024 until after 31 December 2024 but prior to the date of this report.

G S Y Sanzey was appointed as a director after 31 December 2024 but prior to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements 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 director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Williams & Co Epsom LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

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

ON BEHALF OF THE BOARD:

G S Y Sanzey - Director

24 July 2025

Opinion

We have audited the financial statements of BA Restaurants Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Balance Sheet, Company Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (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 affairs as at 31 December 2024 and of the group's loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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 and the parent company'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 director with respect to going concern are described in the relevant sections of this report.

Key audit matters

The group is reporting a loss as income levels have fallen in a difficult and competitive market. The group remains reliant on the continued support of its parent company and other investors as the business continues to

establish itself since it was opened a few years ago.

The group has also accounted for its property lease in accordance with IFRS 16 which is early adoption of this

accounting policy as changes are not required to be undertaken just yet. As a result, the comparative balances have not been restated.

Other information

The director is responsible for the other information. The other information comprises the information in the Report of the Director, but does not include the financial statements and our Report of the Auditors 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Director has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Director.

We have nothing to report in respect of the following matters where 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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Group Strategic Report or in preparing the Report of the Director.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The Parent Company and Group are subject to many laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements. These include financial reporting and tax legislation, employment law and health & safety legislation.

We communicated relevant laws and regulations and potential fraud risks to all engagement team members, and

remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

We discussed with management the application of these legal requirements and enquired as to any instances of

non-compliance.

The results of our risk assessment at the planning stage formed the basis of designing audit procedures to identify

non-compliance with the laws and regulations as mentioned above.

These audit procedures were designed to provide reasonable assurance that the financial statements were free from

fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it.

In assessing the potential risks of material misstatement, we obtained an understanding of the Parent Company and

Group's operations, including the nature of their revenue sources, products and services and of its objectives and

strategies to understand the classes of transactions, account balances, expected financial statement disclosures and business risks that may result in risks of material misstatement.

We reviewed the business' control environment and the application of those controls with regards to authorisation of

transactions and the correct reporting of transactions.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Paul M Smith BSc (hons) FCA (Senior Statutory Auditor)

for and on behalf of Williams & Co Epsom LLP

Statutory Auditors

8-10 South Street

Epsom

Surrey

KT18 7PF

24 July 2025

TURNOVER

3,069,104

3,902,431

Cost of sales

1,520,565

1,872,349

GROSS PROFIT

1,548,539

2,030,082

Administrative expenses

1,786,206

1,977,012

(237,667

)

53,070

Other operating income

-

222,222

OPERATING (LOSS)/PROFIT

4

(237,667

)

275,292

Interest payable and similar expenses

259,916

-

(LOSS)/PROFIT BEFORE TAXATION

(497,583

)

275,292

Tax on (loss)/profit

-

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(497,583

)

275,292

(Loss)/profit attributable to:

Owners of the parent

(497,583

)

275,292

FIXED ASSETS

Tangible assets

6

5,785,990

2,210,279

Investments

7

-

5,785,990

2,210,279

CURRENT ASSETS

Stocks

61,070

61,239

Debtors: amounts falling due within one year

8

286,806

579,992

Debtors: amounts falling due after more than
one year

8

225,000

Cash at bank and in hand

76,959

33,693

649,835

899,924

CREDITORS

Amounts falling due within one year

9

1,992,352

2,194,355

NET CURRENT LIABILITIES

(1,342,517

)

(1,294,431

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

4,443,473

915,848

CREDITORS

Amounts falling due after more than one year

10

6,347,529

2,322,321

NET LIABILITIES

(1,904,056

)

(1,406,473

)

CAPITAL AND RESERVES

Called up share capital

12

101

Retained earnings

(1,904,157

)

(1,406,574

)

SHAREHOLDERS' FUNDS

(1,904,056

)

(1,406,473

)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the director and authorised for issue on 24 July 2025 and were signed by:

G S Y Sanzey - Director

FIXED ASSETS

Tangible assets

6

-

Investments

7

1

CURRENT ASSETS

Debtors: amounts falling due within one year

8

955,150

1,373,624

Debtors: amounts falling due after more than
one year

8

2,678,896

2,322,321

Cash at bank and in hand

382

348

3,634,428

3,696,293

CREDITORS

Amounts falling due within one year

9

1,090,562

1,401,852

NET CURRENT ASSETS

2,543,866

2,294,441

TOTAL ASSETS LESS CURRENT
LIABILITIES

2,543,867

2,294,442

CREDITORS

Amounts falling due after more than one year

10

2,586,462

2,322,321

NET LIABILITIES

(42,595

)

(27,879

)

CAPITAL AND RESERVES

Called up share capital

12

101

Retained earnings

(42,696

)

(27,980

)

SHAREHOLDERS' FUNDS

(42,595

)

(27,879

)

Company's loss for the financial year

(14,716

)

(5,828

)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the director and authorised for issue on 24 July 2025 and were signed by:

G S Y Sanzey - Director

1.	STATUTORY INFORMATION

BA Restaurants Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and the entity controlled by the Group (its subsidiary). Control is achieved where the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Accounting policies consistent with those of the parent are used and all intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

Critical accounting judgements and key sources of estimation uncertainty

Carrying amounts of loans

The Group has loans payable to its ultimate parent as well as other shareholders. These amounts are carried at cost and are not interest bearing. The key judgement revolves around the ability of the Group to repay these loans and the potential dates for repayment.

Estimated useful life of assets

Management determines the estimated useful lives and depreciation method for property improvements and equipment based on expected usage of the respective assets, expected physical wear and tear, technical or commercial obsolescence etc. These estimates can change significantly as a result of changes in expected usage or abandonment, technological innovations and competitors’ actions, leading to potential changes in future depreciation charges, impairment losses and / or write-offs. The Group reviews the residual values and useful lives of property and equipment at each reporting date in accordance with the relevant accounting policy with the effect of any changes in estimate accounted for on a prospective basis.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue is earned from the sale of food and drink from the Group's restaurant, alongside the provision of event space and bookings.

When a deposit is made or an event booked, the transaction is initially recorded as a liability. The revenue is recognised within profit and loss once the event has taken place. If an event or booking is cancelled and the deposit is deemed non-refundable, the deposit is recognised as revenue within profit or loss at the point of cancellation.

The Group sells vouchers which customers can redeem at a later stage. Sales of vouchers are initially recognised as deferred income and carried within current liabilities. Upon use of the voucher, the relevant income is recognised within profit or loss.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Land and buildings

-

over the term of the lease

Plant and machinery etc

-

at varying rates on cost

Short leasehold - 4.17% - straight line method

Improvements to property - 10% - straight line method

Plant and machinery - 12.5% and 10% - straight line method

Fixtures and fittings - 12.5% - straight line method

Computer equipment - 12.5% and 10% - straight line method

Stocks

Stock is comprised of both food and drink as used in the restaurant.

Initially stock is valued at the actual cost paid to the supplier.

Stock is subsequently valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Going concern

The Group has made a loss in the period to the 31st December 2024 and has has net current liabilities at that date. These losses have been funded by loans from its parent company and other shareholders who have no immediate rights to repayment under the shareholders and subscribers agreement.

The director has prepared forecasts for the Group that show trading is expected to improve and so provide a means to repay the loan outstanding. The parent company is also committed to providing financial support going forward.

As a result, the accounts have been drawn up on a going concern basis which will continue to support it as required.

Financial instruments

The Group enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors and loans from banks.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and account receivables and payables, are initially measured at the transaction price (adjusted for transaction cost) and subsequently at amortised cost using the effective interest method.

Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.

Right of use of assets

The company has chosen to adopt the practice set out in IFRS 16 within these accounts so as to recognise the use of the property lease together with the corresponding lease commitments for these rental payments in the future. The values included in the accounts are based on net present value calculations which are then adjusted by discount factors set by the directors.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 56 (2023 - 67 ) .

4.	OPERATING (LOSS)/PROFIT

The operating loss (2023 - operating profit) is stated after charging:

2024

2023

£

Depreciation - owned assets

280,226

267,424

5.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

6.	TANGIBLE FIXED ASSETS

Group

Plant and

Land and

machinery

buildings

etc

Totals

£

COST

At 1 January 2024

347,850

2,408,167

2,756,017

Additions

3,998,715

92,441

4,091,156

At 31 December 2024

4,346,565

2,500,608

6,847,173

DEPRECIATION

At 1 January 2024

34,374

511,364

545,738

Charge for year

251,433

264,012

515,445

At 31 December 2024

285,807

775,376

1,061,183

NET BOOK VALUE

At 31 December 2024

4,060,758

1,725,232

5,785,990

At 31 December 2023

313,476

1,896,803

2,210,279

The Group has early adopted IFRS16 accounting treatment on its property lease recorded in the subsidiary accounts and within the short leasehold additions. Details of the lease liability are included in note 11. The Group accounts are prepared under FRS 102 therefore, IRFS 16 accounting policy is not required to be undertaken just yet.

Fixed assets, included in the above, which are held under finance leases are as follows:

Land and

buildings

£

COST

Additions

3,998,715

At 31 December 2024

3,998,715

DEPRECIATION

Charge for year

235,219

At 31 December 2024

235,219

NET BOOK VALUE

At 31 December 2024

3,763,496

7.	FIXED ASSET INVESTMENTS

Company

Shares in

subsidiary

£

COST

At 1 January 2024

and 31 December 2024

1

NET BOOK VALUE

At 31 December 2024

1

At 31 December 2023

1

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiary

Sucre London Limited

Registered office: 8/10 South St, Epsom, Surrey, United Kingdom, KT18 7PF

Nature of business: Restaurant and event space.

%

Class of shares:

holding

Ordinary

100.00

2024

2023

£

Aggregate capital and reserves

(1,861,459

)

(1,378,593

)

(Loss)/profit for the year

(482,866

)

281,121

8.

DEBTORS

Group

Company

2024

2023

2024

2023

£

Amounts falling due within one year:

Trade debtors

35,071

124,233

-

Other debtors

251,735

455,759

955,150

1,373,624

286,806

579,992

955,150

1,373,624

Amounts falling due after more than one year:

Other debtors

225,000

2,678,896

2,322,321

Aggregate amounts

511,806

804,992

3,634,046

3,695,945

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2024

2023

2024

2023

£

Bank loans and overdrafts

669

99

-

Finance leases (see note 11)

122,564

-

Advances from customers

1,930

705

-

Trade creditors

108,311

254,467

-

Taxation and social security

159,002

201,814

-

Other creditors

1,599,876

1,737,270

1,090,562

1,401,852

1,992,352

2,194,355

1,090,562

1,401,852

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group

Company

2024

2023

2024

2023

£

Finance leases (see note 11)

3,761,067

-

Other creditors

2,586,462

2,322,321

2,586,462

2,322,321

6,347,529

2,322,321

2,586,462

2,322,321

Amounts falling due in more than five years:

Repayable by instalments

Finance leases

3,075,616

-

11.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group

Finance leases

2024

2023

£

Gross obligations repayable:

Within one year

375,000

-

Between one and five years

1,600,000

-

In more than five years

4,400,000

-

6,375,000

-

Finance charges repayable:

Within one year

252,436

-

Between one and five years

914,549

-

In more than five years

1,324,384

-

2,491,369

-

Net obligations repayable:

Within one year

122,564

-

Between one and five years

685,451

-

In more than five years

3,075,616

-

3,883,631

-

The subsidiary has capitalised the value of its property lease in the period as permitted by IFRS16 by discounting the rents payable under the lease to calculate the net present value reflected in the accounts.The calculations are for the remaining 19 years of the lease term at a discount rate of 6.5%.

This right of use value will then be depreciated over the 19 years remaining on the lease on a straight line basis.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

100

A Ordinary

£0.01

1

10,000

B Ordinary

£0.01

100

101

13.	ULTIMATE PARENT COMPANY

Alpha Dhabi Holding (incorporated in United Arab Emirates ) is regarded by the director as being the company's ultimate parent company.

This is following a group reorganisation in 2024.