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Registered number: 05570288 (England and Wales)
F&B UK LIMITED
DIRECTOR'S REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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COMPANY INFORMATION
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ZEDRA Corporate Reporting Services (UK) Limited
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CONTENTS
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Notes to the Financial Statements
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F&B UK LIMITED
REGISTERED NUMBER:05570288
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BALANCE SHEET
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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F&B UK LIMITED
REGISTERED NUMBER:05570288
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BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024
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Capital contribution reserve
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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 have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 3 to 12 form part of these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies
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Basis of preparation of financial statements
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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 following principal accounting policies have been applied:
The Company remains in a net liability position of £2,552,343 (2023: £1,217,169), which is reflective of the support received during the COVID-19 pandemic. The CBILS (Coronavirus Business Interruption Loan Scheme) loan of £166,667 continues to be repaid over the term of the loan and the total amount due to group undertakings of £1,970,528 will not become repayable until the Company has adequate resources to do so. Other loans amounting to £126,732 are payable within one year. See notes 7 and 8 for further details.
The director has considered the ability of AQL S.r.l, the parent company, to provide support based on the anticipated cashflows. Due to the uncertainty surrounding the key judgements reflected within the cashflow forecasts, this position may cast a material uncertainty over the ability of the parent company to support the Company at the current rate. Despite this, the director believes the group have sufficient working capital requirements to support the Company for a minimum of 12 months from the date of approval of these financial statements. For this reason, the director continues to prepare the financial statements on a going concern basis.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
Turnover represents restaurant and bar takings registered at a point of sale through electronic tills, excluding any discretionary service charge. Turnover is measured as the fair value of the consideration received or receivable, excluding all discounts, rebates, value added tax and other sales taxes.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
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Other intangible fixed assets
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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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.
The estimated useful lives range as follows:
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Short-term leasehold improvements
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straight line over the duration of the lease
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3 - 5 years on a reducing balance basis
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5 years on a reducing balance basis
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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.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis.
Cost of sales relates to the purchase of raw materials and the transport costs in relation to acquiring these materials.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Debtors are measured at transaction price, less any impairment. Amounts owed by group undertakings are intercompany loans measured at cost. No interest is charged on the loan, which is repayable on demand.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Judgements in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements in accordance with FRS 102 requires managment to make judgements, estimates and assumptions that affect the application of policies and reported amounts of liabilities. Estimates and assumptions 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.
Useful economic life of tangible assets
Management have considered the useful life of tangible assets and the economic benefit likely to be generated from the ownership of these assets. This estimation is based on historic experience and forward looking information, including leases held. This estimation could have a material effect on the carrying value of these assets.
The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified, though the auditors drew attention to note 1.2 to these accounts which indicates the existence of material uncertainty which may cause significant doubt about the Company's ability to continue as a going concern.
The audit report was signed on 19 December 2025 by Adam Wildbore FCCA (Senior Statutory Auditor) on behalf of ZEDRA Corporate Reporting Services (UK) Limited.
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The average monthly number of employees, including directors, during the year was 78 (2023 - 82).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Charge for the year on owned assets
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Short-term leasehold improvements
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Charge for the year on owned assets
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On the 20th December 2024, the Company surrendered their lease at St Pauls, Ludhill Street. As a result, the remaining leasehold improvements were impaired to £Nil, and subsequently disposed of.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Due after more than one year
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Other debtors falling due after more than one year relate to a deposit held on behalf of the Company in respect of a lease agreement entered into by the Company, repayable between 2 and 5 years.
Management consider the effect of discounting to be immaterial.
On 23 December 2011, a charge was registered in favour of Heron Quays Properties Limited in relation to the lease property deposit, for the value of £103,454.
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Amounts owed by group undertakings
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Prepayments and accrued income
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Other loans due within one year represent loans with a third party financial institution. Interest is charged on these loans at 0% per annum, however the loans are subject to an upfront fee of 10%, 14%, 12% and 17% respectively of the net loan value, repayable in instalments alongside the net loan balance. Repayment of the loans occurs via credit card sales at a rate of 11.25%-17.25%.
All loans have been classified as payable within one year, due the expected timing of repayment.
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Creditors: Amounts falling due after more than one year
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Amounts owed to group undertakings
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Other loans due after one year relates to a CBILS loan with HSBC expiring in July 2026. Interest is charged on the loan at 4%, with the loan being repayable in 2026. On 11 March 2020, a debenture was registered in favour of HSBC bank in relation to the CBILS Loan, to cover all monies and liabilities whatever, whenever and however incurred whether now or in the future due, or becoming due, from the Company to the bank. The debenture places a fixed and floating charge over all assets of the Company.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Commitments under operating lease
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At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods
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Later than one year end not later than five years
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Allotted, called up and fully paid
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300,000 (2023 - 300,000) Ordinary shares of £1.00 each
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Capital contribution reserve
The capital contribution reserve represents intercompany payables of £12,406,902 which have been irrevocably waived by parent and other group entities.
Profit and loss account
The profit and loss account represents accumulated losses.
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Related party transactions
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During the year, the director loaned F&B UK Limited £3,000 in total. No interest was charged on the loan. All outstanding amounts were repaid by the Company during the year.
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At the balance sheet date, the director considers Paolo Scudieri, an Italian individual, the ultimate controlling party. The smallest and largest group into which the results of the company are consolidated is that headed by Almas Partecipazioni Industriali SPA. The registered office of Almas Partecipazioni Industriali is Mozzoni SNC Ottaviano, Napoli, 80044 Italia.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Post balance sheet events
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On 20 December 2024, the Company surrendered their lease at St Pauls, with a court case occurring on 7 January 2025 to determine final amounts payable as a result of this break. Persuant to the court case, £28,900 has been recognised in other debtors to represent an additional lease deposit, and a corresponding accrual of £50,049 for amounts deemed payable. The net cash outflow being £21,149 affecting the profit and loss. This is an adjusting event.
In May 2025, the Company sold their restaurant at Poland Street. The net sale value, after expenses, amounted to £328,807 and is rightfully recognised in the subsequent years financial statements. This is a non-adjusting event.
In June 2025, the share capital of the entity was purchased by AQL S.R.L for par value, as part of a group reorganisation. The ultimate controlling party as stated at Note 12 remains unchanged as a result of this purchase. This is a non-adjusting event.
There were no other adjusting or non-adjusting events occurring between the end of the reporting period and the date these financial statements were approved.
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