REGISTERED NUMBER: 11595233 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025

FOR

SAN RIOJA INVESTMENTS LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

A F Broomhead

M A Broomhead

REGISTERED OFFICE:

38 Old Broadway

Didsbury

Manchester

Greater Manchester

M20 3DF

REGISTERED NUMBER:

11595233 (England and Wales)

ACCOUNTANTS:

Crowe U.K. LLP

3rd Floor

St George's House

56 Peter Street

Manchester

M2 3NQ

FIXED ASSETS

Tangible assets

4

182

493

Investments

5

2,647,847

2,993,404

Investment property

6

3,120,000

3,120,000

5,768,029

6,113,897

CURRENT ASSETS

Debtors

7

100,000

-

Loan

8

896,098

940,805

Cash at bank

21,674

78,750

1,017,772

1,019,555

CREDITORS

Amounts falling due within one year

9

3,860,153

4,282,364

NET CURRENT LIABILITIES

(2,842,381

)

(3,262,809

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,925,648

2,851,088

CREDITORS

Amounts falling due after more than one year

10

1,683,150

1,683,150

NET ASSETS

1,242,498

1,167,938

CAPITAL AND RESERVES

Called up share capital

175,000

75,000

Retained earnings

1,067,498

1,092,938

1,242,498

1,167,938

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 March 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 9 December 2025 and were signed on its behalf by:

A F Broomhead - Director

1.	STATUTORY INFORMATION

San Rioja Investments 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.

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 as modified by the revaluation of certain assets.

Turnover

Rental income from investment property is recognised in the profit or loss on a straight line basis over the lease term. Contingent rents, such as turnover rents, rent reviews and indexation, are recorded as income in the periods in which they are earned. Rent reviews are recognised when such reviews have been agreed with tenants.

Dividend income from investments is recognised when the shareholder's right to receive payment has been established.

Interest income is recognised when it is probable that the economic benefits will flow to the company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and the effective interest rate applicable.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Office equipment

-

33.33% on cost

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

Investment property

Investment property, which is the property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in the profit or loss.

Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to readies the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at

transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

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

Basic financial liabilities

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

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

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

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividend payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the 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

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 2 (2024 - 2 ) .

4.	TANGIBLE FIXED ASSETS

Office

equipment

£

Cost

At 1 April 2024

and 31 March 2025

934

Depreciation

At 1 April 2024

441

Charge for year

311

At 31 March 2025

752

Net book value

At 31 March 2025

182

At 31 March 2024

493

5.	FIXED ASSET INVESTMENTS

Other

investments

£

Cost or valuation

At 1 April 2024

2,993,404

Additions

267,030

Disposals

(547,775

)

Share of profit/(loss)

(64,812

)

At 31 March 2025

2,647,847

Net book value

At 31 March 2025

2,647,847

At 31 March 2024

2,993,404

Cost or valuation at 31 March 2025 is represented by:

Other

investments

£

Valuation in 2025

2,647,847

Interests in shares are initially measured at transaction price excluding transaction costs, and are subsequently measured at fair value at each reporting date. Transaction costs are expensed to profit or loss as incurred. Changes in fair value are recognised in other comprehensive income except to the extent that again reverses a loss previously recognised in profit or loss, or a loss exceeds the accumulated gains recognised in equity; such gains and loss are recognised in profit or loss.

6.	INVESTMENT PROPERTY

Total

£

Fair value

At 1 April 2024

and 31 March 2025

3,120,000

Net book value

At 31 March 2025

3,120,000

At 31 March 2024

3,120,000

Fair value at 31 March 2025 is represented by:

£

Valuation in 2022

3,120,000

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Other debtors

100,000

-

Included within other debtors is an amount owed by shareholders of £1,000,000 (2024: £nil). The loan is interest free and repayable on demand.

8.	CURRENT ASSET INVESTMENTS

2025

2024

£

£

Loan

896,098

940,805

The investment loan is treated as a current asset on the basis that the loan is repayable within 60 days of the Lender providing the Borrower with written notice of demand.

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts

953,444

894,104

Trade creditors

-

573

Corporation tax

15,613

17,975

Other creditors

2,881,285

3,359,412

Accrued expenses

9,811

10,300

3,860,153

4,282,364

Included within other creditors is an amount owed to directors of £2,881,285 (2024: £3,359,412). The loan is interest free and repayable on demand.

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts

1,683,150

1,683,150

11.	SECURED DEBTS

The following secured debts are included within creditors:

2025

2024

£

£

Bank loan

1,683,150

1,683,150

Overdraft facility

953,444

894,104

2,636,594

2,577,254

The Lombard loan overdraft facility balance of £953,444 (2024 - £894,104) is included within creditors due within one year. This is secured by a charge containing a negative pledge over the deposits and securities to Coutts and Company.

The bank loan is secured by a fixed charge over the investment properties to Paragon Bank PLC.

12.	ULTIMATE CONTROLLING PARTY

The company has no ultimate controlling party. Control is shared among the shareholders, none of whom has the ability to exercise control over the company, whether directly or indirectly.