ACCOUNTS - Final Accounts preparation

Registered number: 08031854

BRASSERIE ZEDEL PROPERTY LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

BRASSERIE ZEDEL PROPERTY LIMITED

COMPANY INFORMATION

Directors	K Chantikul
	S Chojnacki
	W Heinecke
	E Rajakarier


Registered number	08031854


Registered office	157 - 160 Piccadilly
	London
	W1J 9EB


Independent auditors	HaysMac LLP
	10 Queen Street Place
	London
	EC4R 1AG

BRASSERIE ZEDEL PROPERTY LIMITED

CONTENTS

	Page
Directors' Report	1 - 2
Independent Auditors' Report	3 - 6
Statement of Comprehensive Income	7
Statement of Financial Position	8
Notes to the Financial Statements	9 - 13

BRASSERIE ZEDEL PROPERTY LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

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

Directors' responsibilities statement

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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements 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 to 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.

Directors

The directors who served during the year were:

K Chantikul

S Chojnacki

W Heinecke

E Rajakarier

B Berisha (resigned 16 October 2024)

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Page 1

BRASSERIE ZEDEL PROPERTY LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Auditors

On 18 November 2024, the Company's auditors changed their name from Haysmacintyre to HaysMac LLP.
The auditors, HaysMac LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

................................................

E Rajakarier

Director

Date: 25 September 2025

Page 2

BRASSERIE ZEDEL PROPERTY LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRASSERIE ZEDEL PROPERTY LIMITED

Opinion

We have audited the financial statements of Brasserie Zedel Property Limited (the "Company") for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position and the related notes, 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 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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.

Page 3

BRASSERIE ZEDEL PROPERTY LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRASSERIE ZEDEL PROPERTY LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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.

Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Directors' Report 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept, 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; or

∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.

Page 4

BRASSERIE ZEDEL PROPERTY LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRASSERIE ZEDEL PROPERTY LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 1, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud.
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to food hygiene and health and safety requirements, as premises held are used for restaurant trading. We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, income tax, payroll tax, and sales tax.
We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to the posting of incorrect or inappropriate journal entries, and bias in accounting estimates. Procedures performed by the engagement team included:

∙evaluating the adequacy of systems and controls, including those designed to prevent and detect irregularities;

∙use of data analytics to identify and investigate irregular or unexplained journal postings;

∙challenging assumptions and judgements made by management in their critical accounting estimates;

∙reviewing hygiene and safety standards inspection reports, alcohol licences; and

∙review of correspondence with HMRC and regulators.

Page 5

BRASSERIE ZEDEL PROPERTY LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRASSERIE ZEDEL PROPERTY LIMITED (CONTINUED)

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Jessica Edwards (Senior Statutory Auditor)

for and on behalf of

HaysMac LLP

Statutory Auditors

10 Queen Street Place

London

EC4R 1AG

25 September 2025

Page 6

BRASSERIE ZEDEL PROPERTY LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£

Turnover		410,544	400,342
Cost of sales		(364,085)	(358,708)
Gross profit		46,459	41,634
Administrative expenses		(8,677)	(5,239)
Exceptional administrative expenses	4	(305,389)	(196,172)
Operating loss		(267,607)	(159,777)
Tax on loss		(36,763)	71,119
Loss for the financial year		(304,370)	(88,658)

There was no other comprehensive income for 2024 (2023: £nil).

The notes on pages 9 to 13 form part of these financial statements.

Page 7

BRASSERIE ZEDEL PROPERTY LIMITED

REGISTERED NUMBER: 08031854

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	5		3,080,502		3,267,529
Current assets
Debtors	6	1,591		100,063
Cash at bank and in hand		1,045		80
		2,636		100,143
Creditors: amounts falling due within one year	7	(9,457)		(26,384)
Net current (liabilities)/assets			(6,821)		73,759
Total assets less current liabilities			3,073,681		3,341,288
Provisions for liabilities
Deferred taxation		(207,588)		(170,825)
Net assets			2,866,093		3,170,463

Capital and reserves
Called up share capital	1	1
Profit and loss account	2,866,092	3,170,462
	2,866,093	3,170,463

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

................................................

E Rajakarier

Director

Date: 25 September 2025

The notes on pages 9 to 13 form part of these financial statements.

Page 8

BRASSERIE ZEDEL PROPERTY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Brasserie Zedel Property Limited a private company, limited by shares, and incorporated in England and Wales. The Company's registered number is 08031854 and registered office address is 157-160 Piccadilly, London, W1J 9EB.
The principal activity of the Company is the letting and operating of own or leased real estate.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The presentation currency of these financial statements is Pound Sterling (GBP). All amounts in the financial statements have been rounded to the nearest £1.

The following principal accounting policies have been applied:

2.2

Going concern

Notwithstanding net current liabilities of £6,821 (2023: net current assets of £73,759), the financial statements have been prepared on a going concern basis which the directors consider to be appropriate.

The Company is a subsidiary of The Wolseley Hospitality Group Holdings Limited. The Wolseley Hospitality Group Holdings and its subsidiaries (the "Group") meet its day to day working capital requirements through cash generated by its operations.
Subsequent to the year end, the Group has successfully refinanced the term loan with the Bank of Bangkok, extending the facility through to 2029 alongside improved borrowing costs and repayment terms.
The directors have prepared cash flow forecasts for the Group for a period of 12 months from the date of approval of these financial statements which indicate that, taking into account market conditions as well as sensitivity analysis, the Group will have sufficient funds to meet its liabilities as they fall due for that period.
Sensitivities incorporate a reduction in forecast sales alongside adverse variances to expenditure and the directors consider that any reasonable change in assumptions would not give rise to liquidity issues due to continual review of demand levels alongside cost base, both at a restaurant and corporate level, thereby ensuring profitability is protected across the existing estate. Capital expenditure is also continually assessed and those items which are discretionary in nature can be reduced if required. It is also worth highlighting that as part of the banking facility, an overdraft arrangement is in place and can be entered into should it be required.
The directors are optimistic for the future of the Group and look to build on the success of the existing estate.

Page 9

BRASSERIE ZEDEL PROPERTY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

Turnover

Turnover represents rent receivable by the Company exclusive of value added tax.
Rent is recognised in the period to which it relates. Rent received in advance is carried forward as deferred income.

2.4

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.5

Exceptional administrative expenses

Exceptional administrative expenses are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

Page 10

BRASSERIE ZEDEL PROPERTY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.6

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following bases:

Long-term leasehold property	-	term of the lease
Plant and machinery	-	2-5 years
Fixtures and fittings	-	7 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Artwork is considered to be an appreciating asset and is therefore not depreciated.

2.7

Debtors

Short-term debtors are measured at transaction price, less any impairment.

2.8

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

2.9

Creditors

Short-term creditors are measured at the transaction price.

2.10

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Employees

The Company has no employees other than the directors, who did not receive any remuneration (2023: £nil).

Page 11

BRASSERIE ZEDEL PROPERTY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

4.	Exceptional administrative expenses
		2024	2023
		£	£

Impairment of intercompany balances

305,389

196,172

5.	Tangible fixed assets

	Long-term leasehold property	Plant and machinery	Fixtures and fittings	Total
	£	£	£	£
Cost
At 1 January 2024	5,215,146	904,416	1,383,110	7,502,672
Additions	-	142,514	34,545	177,059
At 31 December 2024	5,215,146	1,046,930	1,417,655	7,679,731
Depreciation
At 1 January 2024	2,398,526	729,767	1,106,850	4,235,143
Charge for the year	220,912	91,042	52,132	364,086
At 31 December 2024	2,619,438	820,809	1,158,982	4,599,229
Net book value
At 31 December 2024	2,595,708	226,121	258,673	3,080,502
At 31 December 2023	2,816,620	174,649	276,260	3,267,529

Included in fixtures and fittings is artwork at cost of £xxxx (2023: £75,840) which is not depreciated.

Page 12

BRASSERIE ZEDEL PROPERTY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Debtors

					2024	2023
					£	£

Amounts owed by group undertakings	-	96,476
Other debtors	1,356	3,369
Prepayments	235	218
	1,591	100,063

Amounts owed by group undertakings were unsecured, interest free, and payable on demand.

7.	Creditors: amounts falling due within one year
		2024	2023
		£	£

Trade creditors	2,532	21,102
Accruals	6,925	5,282
	9,457	26,384

8.	Controlling party

The Company's immediate parent undertaking is The Wolseley Hospitality Group Limited.
The smallest group in which they are consolidated is that headed by The Wolseley Hospitality Group Holdings Limited, a company incorporated in England and Wales. Its registered office address is 157-160 Piccadilly, London, United Kingdom, W1J 9EB. Consolidated accounts can be obtained from Companies House.
The largest group in which the results of the Company and its Group are consolidated is that headed by Minor International PCL, a public company registered on the Stock Exchange of Thailand. Its registered office address is 12th Floor, 88 The Parq Building, Ratchadaphisek Road, Bangkok, Thailand.
The ultimate controlling party is Minor International PCL.

Page 13