The directors present the strategic report for the year ended 30 April 2024.

The company's main activity during the period is public catering.

Development and performance

The company made a gross profit of £5.9m (2023: £4.4m) for the year ended 30 April 2024.

At 30 April 2024 the company had current assets of £4.3m (2023: £5.6m) and net liabilities of £5m (2023: £6.8m).

Principal risks and uncertainties

In carrying out its activities, the company is exposed to certain risks that have an impact on its results.

Political risk

In recent years, the government of United Kingdom has pursued a consistent policy aimed at improving business conditions. The country is no longer a member of the European Union, but despite this, it is one of the countries in the world with one of the most stable democratic political systems.

Based on the above and the knowledge of the political environment in the country at the time of preparation of this report, we assess the political risk as: low.

Currency risk

The company carries out its sales in UK in GBP. The company's suppliers are predominantly companies from the country and from member states of the European Union and payments are made in GBP and EUR.

Based on the aforementioned knowledge of the economic environment at the time of preparation of this report, we assess the currency risk as: low.

Inflation risk

Inflation in the country is an important factor regarding the real return on investment.

Global commodity prices have been impacted by high fossil fuel and electricity prices and this trend will continue into next year.

Based on the above, at the time of preparing this report, we assess the inflation risk as: high

Risk from licensing regimes

The company has licenses for the sale of alcoholic products for its facilities. The company's production facilities meet the highest sanitary and hygienic standards. The company has implemented the principles of the HACCP quality control system in its work. The company's management strives to impose high standards in terms of quality control and hygiene.

Based on the above and the knowledge of the regulatory environment at the time of preparation of this report, we assess the risk of licensing regimes as: low.

Industry risk

Taking into account the good legal framework for the regulation of the sector and expectations for a good tourist season after COVID crisis at least the level of economic activity of the sector can be predicted.

The management of the company takes into account the fact that in the industry the requirements for the quality, storage and processing of food products will constantly increase, as well as the requirements for the quality of service.

Based on the above and the specifics of our industry at the time of preparing this report, we assess the industry risk as: low.

Technological risk

The company's management strives to use the best manufacturing practices in the industry. The company periodically renews its kitchen equipment and uses modern technologies for food preparation and storage. The company has established high standards for personnel qualification and training.

Based on the technologies used by our company and the knowledge of the technological development trends of the industry, at the time of preparation of this report we assess the technological risk as: no risk.

Enterprise Risk

During the period, the Company made a profit, had excellent market positions and was secured with the necessary assets and financial resources. The staff is qualified. Staff turnover is within the normal range for the industry.

Based on the above and the specifics of our activity at the time of preparing this report, we assess the company risk as: low.

Financial risk

The company has established relationships of mutual trust with its main suppliers and customers and can forecast its sales and deliveries with a sufficient degree of reliability.

Based on the above and the analysis of our financial situation at the time of preparation of this report, we assess the financial risk as: low.

Liquidity risk

The company maintains a reasonable balance between liabilities and receivables. The created trust in front of banks and counterparties helps ensure the company's liquidity. The company has proven itself as a reliable payer of its obligations to third parties. The company is cautious about the changing economic situation and anticipates the possibility of sharp fluctuations in cash flows.

Based on the above and the analysis of our company's liabilities, as well as the ratio between our own and borrowed capital at the time of preparation of this report, we assess the liquidity risk as: medium.

Price risk

The company is part of the Happy economic group and operates a restaurant with the trademark "Happy Bar And Grill". The company's prices are competitive in the market. This is confirmed by the realized sales and the popularity of the trademark "Happy Bar And Grill". The Company is prepared and has a reserve for price changes if necessary to respond to the market situation.

Based on the above, the market situation, as well as the cost price of our production, the level of our internal company expenses and the level of our profit, at the time of preparing this report we assess the price risk as: medium.

Cash flow risk

The management of the company carefully monitors and plans the cash flows and does not allow the company to fall into a temporary or permanent inability to repay its liabilities.

Based on the above and the analysis of our incoming and outgoing cash flows at the time of preparation of this report, we assess the risk related to the cash flow as: low.

Credit risk

The company uses borrowed funds from banks and companies from the Happy economic group to finance its activities. The company has proven to be a regular payer of its loan instalments. Management's liquidity management actions ensure repayment of loans to creditors.

Based on the above and the knowledge of the credit policy of the banks, at the time of preparation of this report we assess the credit risk as: low.

Product and Market Risks

The company is well positioned on the market and the prices of the products correspond to the offered quality. The popularity of the restaurants and the popularity of the trademark "Happy Bar And Grill" are prerequisites for successful marketing of the restaurants.

Based on the above and the implementation of our product and placement policies, at the time of preparation of this report we assess the risks related to products and markets as: low.

Russia-Ukraine military conflict

The Russia-Ukraine military conflict and related economic sanctions and other measures taken by governments around the world are expected to have a significant effect on both the local economies of individual countries and the global economy. Many businesses are likely to be affected indirectly or face significant uncertainties regarding its potential indirect impact, for example from potential fluctuations in commodity prices, energy prices, exchange rates, supply shortages, inflation, etc.

At this stage, management is unable to reliably assess the impact as events unfold on a day-to-day basis, and that the long-term impact may also affect trading volumes, cash flows, profitability, etc. Non-adjusting subsequent events do not affect the valuation of assets and liabilities at the balance sheet date. This relates to, among other considerations, valuations including asset impairment, fair values and provisions.

Consequently, the military conflict between Ukraine and Russia and the related sanctions against Russia are assessed as a non-adjusting event for the purposes of the 30 April 2024 annual financial statements:

- Does not lead to recalculation of accounting estimates and fair values: no revision of assumptions and parameters in impairment and fair value valuation models, recoverability tests of receivables, loans, fixed assets, inventories, deferred tax assets, etc. Of the kind is required.

- Does not lead to a change in classification (e.g. current/non-current, held for sale/trading) of assets and liabilities: any accompanying changes in the intentions of the management of the enterprises and arrangements after 30 April 2024 do not lead to a revision of the classifications of assets and liabilities by 30 April 2024.

Key performance indicators

The directors consider turnover to be a key performance indicator. Turnover was £11.8m in 2023 (2023: £9.8m). In the opinion of the directors there are no other key performance indicators whose disclosure is necessary for an understanding of the business.

Important events that occurred after the date on which the annual financial statement was drawn up

After the balance sheet date, no events, both favorable and unfavorable, have occurred that require express disclosure and adjustments in the statement.

On behalf of the board

The directors present their annual report and financial statements for the year ended 30 April 2024.

The principal activity of the company is that of a restaurant.

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of financial risk management, and post balance sheet events.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

The directors are responsible for preparing the annual 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 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;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• 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.

We have audited the financial statements of Happy Bar and Grill Limited (the 'company') for the year ended 30 April 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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 30 April 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 Auditor's 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 other information comprises the information included in the annual report other than the financial statements and our auditor's 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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 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.

As explained more fully in the directors' responsibilities statement, 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.

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 auditor's 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.

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

As part of our planning process:

• We enquired of management the systems and controls the company has in place, the areas of the financial statements that are most susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. The company did not inform us of any known, suspected or alleged fraud.

• We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 102, Companies Act 2006 and Food Safety Act 1990.

• We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.

• Using our knowledge of the company, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

• Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.

• Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.

• Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates, in particular in relation to the accrual for utilities.

• Assessing the extent of compliance, or lack of, with the relevant laws and regulations.

• Testing key revenue lines, in particular cut-off, for evidence of management bias.

• Performing physical verification of key assets.

• Obtaining third-party confirmation of material bank and loan balances.

• Documenting and verifying all significant related party balances and transactions.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 auditor's 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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Happy Bar and Grill Limited is a private company limited by shares incorporated in England and Wales. The registered office is Acre House, 11-15 William Road, London, United Kingdom, NW1 3ER. The business address is 25-29 Coventry St, London, W1D 7AG, United Kingdom.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company was initially funded through related and third party loans, included in Happy Bar & Grill Limited's balance sheet as other creditors, due after one year, of £3.6m as at 30 April 2024 (2023: £6.2m).true

The company's ability to repay these amounts is ultimately dependent on the profitable trading of the business. However, this will be supported by the rent waiver received post year-end, confirming the accrued rent of £3m will no longer be payable, which will significantly reduce the net liabilities position. The directors are confident that sufficient profits will be made to achieve this based on the continued growth of the business. In the subsequent year, the company has made a profit again therefore confirming its going concern status and as a result the company repaid a further £1m. However, a letter of support from the parent company has been obtained, confirming financial support will be provided.

Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements, based on continued support from related companies.

Turnover represents the sale of food and drinks in the restaurant and via delivery service, net of VAT.

The sale of food and drinks is recognised as revenue at the point of sale.

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

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

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

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).

Stocks are stated at the lower of cost and estimated selling price. Cost comprises of direct costs incurred in bringing the stocks to their present location and condition. The cost of stock includes the purchase of food and beverages.

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 realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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, including creditors and loans from connected companies, 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.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The company has exercised significant judgment in determining that certain accumulated tronc balances are no longer payable to employees who have left employment and are no longer eligible to participate in the tronc arrangement. In reaching this conclusion, management considered the terms of the tronc scheme, the status of former employees, historical payment patterns, and the existence of any remaining legal or constructive obligations. As a result, the related liability of £659,998 has been derecognised during the year.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

At year end there is an accrual of £360,000 (2023: £180,000) which is an estimate made by management. Accurate gas and electricity bills have not been received for the restaurant premise therefore management have estimated the approximate charge due in the year and are expecting to be invoiced for this post year end.

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

From 01 April 2023, the corporation tax rate increased to 25%, from 19%.

The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

The comparative includes a reclassification of £6,156,564 from due within one year to due within more than one year, in other creditors.

The comparative includes a reclassification of £6,156,564 from due within one year to due within more than one year, in other creditors.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The following non-adjusting event occurred since 30 April 2024:

On 25 June 2025, the company obtained a signed agreement confirming that the landlord will have no claims for additional rent payments for the periods before 1 January 2025, totalling £3m, neither on their part nor on the part of the previous owner of the property.

Included within other creditors at 30 April 2024, is an amount of £3,632,550 (2023: £6,087,939) owed to a company under common control.

Included within trade creditors at 30 April 2024, there is an amount of £142,781 (2023: £839,340) owed to companies under common control.

During the year the company purchased goods for the value of £1,974,595 (2023: £894,536) and paid a management fee of £880,000 (2023: £590,000) to companies under common control.

During the year the company obtained consultancy services from a related party for the value of £78,000 (2023: £66,557), of which £7,582 (2023: £nil) was included within trade creditors at 30 April 2024.

The company is controlled by O I Popov, who owns 100% of the company’s issued share capital and is therefore considered to be the ultimate controlling party.