Report of the Director and

Financial Statements

for the Year Ended 31 December 2025

for

Ba Restaurants Limited

Page

Company Information

1

Report of the Director

2

Report of the Independent Auditors

3

Statement of Income and Retained Earnings

6

Balance Sheet

7

Notes to the Financial Statements

8

DIRECTOR:

JB Godik

REGISTERED OFFICE:

8-10 South Street

Epsom

Surrey

KT18 7PF

REGISTERED NUMBER:

11542205 (England and Wales)

AUDITORS:

Williams & Co Epsom LLP

Statutory Auditors

8-10 South Street

Epsom

Surrey

KT18 7PF

The director presents his report with the financial statements of the company for the year ended 31 December 2025.

DIRECTORS

A Rojas Herrero - resigned 13 March 2025

G S Y Sanzey - appointed 13 March 2025

JB Godik was appointed as a director after 31 December 2025 but prior to the date of this report.

G S Y Sanzey ceased to be a director after 31 December 2025 but prior to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Williams & Co Epsom LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

JB Godik - Director

22 May 2026

Opinion

We have audited the financial statements of Ba Restaurants Limited (the 'company') for the year ended 31 December 2025 which comprise the Statement of Income and Retained Earnings, Balance Sheet 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 2025 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 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Key audit matters

The company is very much reliant on the support of its parent company and investors which has allowed it to invest in its subsidiary company. There are still loans outstanding from its subsidiary company, Sucre London Limited, which has reported losses in its own accounts to 31 December 2025.

We have received a Letter of Support from the parent company as reported in the accounting policy notes as the subsidiary company has entered into new trading arrangements from September 2025.

Other information

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

-	the Report of the Director 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 Report of the Director.

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 director's remuneration specified by law are not made; or

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

-	the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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:

We communicated relevant laws and regulations and potential fraud risks to all engagement team members, and

remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

We discussed with management the application of these legal requirements and enquired as to any instances of

non-compliance.

The results of our risk assessment at the planning stage formed the basis of designing audit procedures to identify

non-compliance with the laws and regulations as mentioned above.

These audit procedures were designed to provide reasonable assurance that the financial statements were free from

fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it.

In assessing the potential risks of material misstatement, we obtained an understanding of the Company's operations,

including the nature of their revenue sources, products and services and of its objectives and strategies to understand the classes of transactions, account balances, expected financial statement disclosures and business risks that may result in risks of material misstatement.

We reviewed the business' control environment and the application of those controls with regards to authorisation of

transactions and the correct reporting of transactions.

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.

Paul M Smith BSc FCA (Senior Statutory Auditor)

for and on behalf of Williams & Co Epsom LLP

Statutory Auditors

8-10 South Street

Epsom

Surrey

KT18 7PF

22 May 2026

TURNOVER

-

-

Administrative expenses

9,359

14,716

OPERATING LOSS and

LOSS BEFORE TAXATION

(9,359

)

(14,716

)

Tax on loss

-

-

LOSS FOR THE FINANCIAL YEAR

(9,359

)

(14,716

)

Retained earnings at beginning of year

(42,696

)

(27,980

)

RETAINED EARNINGS AT END OF YEAR

(52,055

)

(42,696

)

FIXED ASSETS

Investments

4

1

1

CURRENT ASSETS

Debtors: amounts falling due within one year

5

946,069

955,150

Debtors: amounts falling due after more than one year

5

2,678,896

2,678,896

Cash at bank and in hand

2,194

382

3,627,159

3,634,428

CREDITORS

Amounts falling due within one year

6

1,092,652

1,090,562

NET CURRENT ASSETS

2,534,507

2,543,866

TOTAL ASSETS LESS CURRENT LIABILITIES

2,534,508

2,543,867

CREDITORS

Amounts falling due after more than one year

7

2,586,462

2,586,462

NET LIABILITIES

(51,954

)

(42,595

)

CAPITAL AND RESERVES

Called up share capital

8

101

101

Retained earnings

(52,055

)

(42,696

)

SHAREHOLDERS' FUNDS

(51,954

)

(42,595

)

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

The financial statements were approved by the director and authorised for issue on 22 May 2026 and were signed by:

JB Godik - Director

1.	STATUTORY INFORMATION

Ba Restaurants 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.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

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

Going concern

The company has made a small loss in the period to the 31st December 2025 and has negative reserves at that date. These losses have been funded by loans from its parent company and other shareholders who have no immediate rights to repayment under the shareholders and subscribers agreement.

In September 2025, the subsidiary company entered into a new Operation Agreement that changed the trading position of the company. Since that date, the subsidiary company has reported improved results.

As a result, the accounts have been drawn up on a going concern basis and a support letter has been received from its parent company should the current trading arrangements change.

3.	EMPLOYEES AND DIRECTORS

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

4.	FIXED ASSET INVESTMENTS

Shares in

subsidiary

£

COST

At 1 January 2025

and 31 December 2025

1

NET BOOK VALUE

At 31 December 2025

1

At 31 December 2024

1

The company owns the entire share capital of Sucre London Limited, a company incorporated in the UK.

5.

DEBTORS

2025

2024

£

£

Amounts falling due within one year:

Other debtors

946,069

955,150

Amounts falling due after more than one year:

Other debtors

2,678,896

2,678,896

Aggregate amounts

3,624,965

3,634,046

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Other creditors

1,092,652

1,090,562

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Other creditors

2,586,462

2,586,462

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

100

A Ordinary

£0.01

1

1

10,000

B Ordinary

£0.01

100

100

101

101

9.	ULTIMATE CONTROLLING PARTY

Alpha Dhabi Holdings PJSC (incorporated in United Arab Emirates) is regarded by the director as being the company's ultimate parent company.