REGISTERED NUMBER: 07160851 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

A.G.A.I. & CO LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Comprehensive Income

9

Balance Sheet

11

Statement of Changes in Equity

12

Cash Flow Statement

13

Notes to the Financial Statements

14

DIRECTORS:

A Isikgun

G Isikgun

REGISTERED OFFICE:

The Accounting Centre

736 High Road

North Finchley

London

N12 9QD

REGISTERED NUMBER:

07160851 (England and Wales)

SENIOR STATUTORY AUDITOR:

Andrew Green LLB FCA

AUDITORS:

THP Limited

Chartered Accountants

and Statutory Auditors

34-40 High Street

Wanstead

London

E11 2RJ

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

The Directors report that there were no trading activities in the year.

In the previous year, the company sold all of its restaurants for a total of £5.8 million. Throughout 2024, the company was unable to identify a suitable investment opportunity for these funds. The company continues to actively seek the right investment opportunity within the commercial property sector.

An operating profit resulted from the unwind of previously accrued costs in relation to the restaurant operations.

The company's key performance indicators are as follows:

31 December 2024

31 December 2023

£

£

Turnover

-

15,725,441

Gross profit

-

10,130,672

Gross profit %

-

64.42%

Operating profit/(loss)

31,482

(463,542)

The net assets of the company were £6.27mio (2023: £6.09mio) at the balance sheet date, reflecting the solid position of the company from a solvency and liquidity point of view.

PRINCIPAL RISKS AND UNCERTAINTIES

The management of the business and the nature of the company's strategy are subject to a number of risks.

With the change in the nature of operations and the closure of its restaurants, the company may face a new set of risks in the periods ahead as the trade changes.

Economic downturn

Periods of economic downturn may lead to challenges in terms of the returns on it's capital that the company can achieve in future.

ON BEHALF OF THE BOARD:

G Isikgun - Director

14 August 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

Following the disposal of the franchise operation in September 2023, the principal activity of the company has been that of seeking investment opportunities.

DIVIDENDS

Interim dividends of £103,984 (2023: £91,408) were paid during the year. The Directors do not recommend payment of a final dividend.

FUTURE DEVELOPMENTS

The Directors intend to seek alternative ways to generate revenue from the cash balances held.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

A Isikgun

G Isikgun

DISCLOSURE IN THE STRATEGIC REPORT

The Company has chosen to make disclosures in relation to financial risk management and other matters considered to be of strategic importance which would otherwise be in the Directors report within the Strategic Report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 these financial statements, the directors are 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 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

ON BEHALF OF THE BOARD:

G Isikgun - Director

14 August 2025

Opinion

We have audited the financial statements of A.g.a.i. & Co Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement 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 company's affairs as at 31 December 2024 and of its profit 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 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, 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 directors' 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 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 directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, 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 Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

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, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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 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 company or to cease operations, or have 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 engagement partner ensured that the engagement team collectively had the appropriate

competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector in which the company operates;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and taxation legislation;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC and any other relevant regulators as required.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our 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.

Andrew Green LLB FCA (Senior Statutory Auditor)

for and on behalf of THP Limited

Chartered Accountants

and Statutory Auditors

34-40 High Street

Wanstead

London

E11 2RJ

14 August 2025

TURNOVER

-

-

-

Administrative expenses

31,482

-

31,482

OPERATING PROFIT

5

31,482

-

31,482

Interest receivable and similar income

339,586

-

339,586

Interest payable and similar expenses

7

9,243

-

9,243

PROFIT BEFORE TAXATION

380,311

-

380,311

Tax on profit

8

(95,078

)

-

(95,078

)

PROFIT FOR THE FINANCIAL YEAR

285,233

-

285,233

TURNOVER

-

15,725,441

15,725,441

Cost of sales

-

(5,594,769

)

(5,594,769

)

GROSS PROFIT

-

10,130,672

10,130,672

Administrative expenses

-

(10,594,214

)

(10,594,214

)

OPERATING LOSS

5

-

(463,542

)

(463,542

)

Profit on disposal of franchise operations

6

-

4,268,127

4,268,127

-

3,804,585

3,804,585

Interest receivable and similar income

-

49,355

49,355

PROFIT BEFORE TAXATION

-

3,853,940

3,853,940

Tax on profit

8

-

(1,159,609

)

(1,159,609

)

PROFIT FOR THE FINANCIAL YEAR

-

2,694,331

2,694,331

CURRENT ASSETS

Debtors

10

-

5,084

Cash at bank

6,368,472

7,338,550

6,368,472

7,343,634

CREDITORS

Amounts falling due within one year

11

101,078

1,257,489

NET CURRENT ASSETS

6,267,394

6,086,145

TOTAL ASSETS LESS CURRENT LIABILITIES

6,267,394

6,086,145

CAPITAL AND RESERVES

Called up share capital

12

1,000

1,000

Retained earnings

13

6,266,394

6,085,145

SHAREHOLDERS' FUNDS

6,267,394

6,086,145

The financial statements were approved by the Board of Directors and authorised for issue on 14 August 2025 and were signed on its behalf by:

G Isikgun - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

1,000

3,482,222

3,483,222

Changes in equity

Dividends

-

(91,408

)

(91,408

)

Total comprehensive income

-

2,694,331

2,694,331

Balance at 31 December 2023

1,000

6,085,145

6,086,145

Changes in equity

Dividends

-

(103,984

)

(103,984

)

Total comprehensive income

-

285,233

285,233

Balance at 31 December 2024

1,000

6,266,394

6,267,394

Cash flows from operating activities

Cash generated from operations

17

14,788

(1,692,172

)

Interest paid

9,243

-

Tax paid

(1,229,711

)

(13,546

)

Net cash from operating activities

(1,205,680

)

(1,705,718

)

Cash flows from investing activities

Purchase of tangible fixed assets

-

(93,397

)

Sale of intangible fixed assets

-

3,653,440

Sale of tangible fixed assets

-

2,131,560

Sale of fixed asset investments

-

5,000

Interest received

339,586

49,355

Net cash from investing activities

339,586

5,745,958

Cash flows from financing activities

Loan repayments in year

-

(395,833

)

Equity dividends paid

(103,984

)

(91,408

)

Net cash from financing activities

(103,984

)

(487,241

)

(Decrease)/increase in cash and cash equivalents

(970,078

)

3,552,999

Cash and cash equivalents at beginning of year

18

7,338,550

3,785,551

Cash and cash equivalents at end of year

18

6,368,472

7,338,550

1.	STATUTORY INFORMATION

A.g.a.i. & Co 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 Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	STATEMENT OF COMPLIANCE

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" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

Significant judgements and estimates

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

a) Critical judgements in applying the entity's accounting policies

There are no specific judgements that management has made in the process of applying the entity's accounting policies that have a significant effect on the amounts recognised in the financial statements.

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied, net of refunds, discounts and value added taxes.

Sales of goods are recognised on sale to the customer, which is considered to be the point of sale and when the significant risks and rewards of the goods have been passed to the customer.

Financial instruments

The Company has chosen to adopt Sections 11 and 12 of FRS102 in respect of financial instruments. Basic financial instruments are initially recognised at transaction value and subsequently carried at this value less any provision for impairment.

Cash and cash equivalents

Cash and cash equivalents in the balance sheet represent cash at bank and in hand.

Short-term debtors and creditors

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in profit or loss under operating expenses.

The carrying value of all short-term financial assets and liabilities are measured at amortised cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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.

Pension costs and other employment entitlements

(i) Holiday pay

Holiday pay entitlements (where material) are recognised as an expense in the period in which the service is received.

(ii) Pension Scheme

The company operates a defined contribution pension scheme for its employees. The contributions are recognised as an expense when they are due. Amounts not paid are shown as a creditor on the balance sheet. The assets of the scheme are held separately from the company in independently administered funds.

Borrowing costs

All borrowing costs are recognised in the Profit and Loss Account in the period in which they are incurred.

Provisions for liabilities

Provisions are made where an event has taken place that gives the company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to the Profit and Loss Account in the year that the company becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

4.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

(3,083

)

4,452,655

Social security costs

499

166,514

Other pension costs

985

296,943

(1,599

)

4,916,112

The average number of employees during the year was as follows:

2024

2023

Restaurant Team

-

431

Management

-

9

-

440

The Director is considered to be the key management for disclosure under FRS102.

2024

2023

£

£

Directors' remuneration

251

9,428

Directors' pension contributions to money purchase schemes

985

132,645

5.	OPERATING PROFIT/(LOSS)

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

2024

2023

£

£

Depreciation - owned assets

-

344,561

Auditors' remuneration

3,500

4,520

6.	EXCEPTIONAL ITEMS

2024

2023

£

£

Profit on disposal of franchise operations

-

4,268,127

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Bank interest

(9,243

)

-

8.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2024

2023

£

£

Current tax:

UK corporation tax

95,078

1,229,711

Deferred tax

-

(70,102

)

Tax on profit

95,078

1,159,609

UK corporation tax has been charged at 25% (2023 - 23.50%).

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is the same as the standard rate of corporation tax in the UK.

2024

2023

£

£

Profit before tax

380,311

3,853,940

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.510%)

95,078

906,061

Effects of:

Expenses not deductible for tax purposes

-

3,527

Depreciation in excess of capital allowances

-

488,899

Adjustments to tax charge in respect of previous periods

-

551

Profit on disposal

-

(169,327

)

Deferred tax

-

(70,102

)

Total tax charge

95,078

1,159,609

9.

DIVIDENDS

2024

2023

£

£

A Ordinary shares of £1 each

Interim

103,984

91,408

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

VAT

-

5,084

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

-

27,778

Corporation tax

95,078

1,229,711

Accrued expenses

6,000

-

101,078

1,257,489

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

250

A Ordinary

£1

250

250

750

G Ordinary

£1

750

750

1,000

1,000

All shares rank equally.

13.

RESERVES

Retained

earnings

£

At 1 January 2024

6,085,145

Profit for the year

285,233

Dividends

(103,984

)

At 31 December 2024

6,266,394

14.	PENSION COMMITMENTS

Included within creditors falling due within one year are outstanding pension contributions of £nil (2023: £nil).

15.	RELATED PARTY DISCLOSURES

During the year, total dividends of £103,984 (2023 - £91,408) were paid to the directors .

During the year the company paid consultancy fees of £nil (2023: £100,000) to a company under common control.

16.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is G Isikgun.

17.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Profit before taxation

380,311

3,853,940

Depreciation charges

-

344,561

Profit on disposal of fixed assets

-

(4,268,127

)

Finance costs

(9,243

)

-

Finance income

(339,586

)

(49,355

)

31,482

(118,981

)

Decrease in stocks

-

95,801

Decrease in trade and other debtors

5,084

169,541

Decrease in trade and other creditors

(21,778

)

(1,838,533

)

Cash generated from operations

14,788

(1,692,172

)