Registration number:
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GAIA London Group Limited
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Brebners
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GAIA London Group Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Statement of Income and Retained Earnings |
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Consolidated Statement of Financial Position |
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Statement of Financial Position |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
GAIA London Group Limited
Company Information
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Directors |
M H Merran S Allemann |
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Registered office |
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Auditors |
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GAIA London Group Limited
Strategic Report for the Year Ended 31 December 2025
The directors present their strategic report for the year ended 31 December 2025.
Principal activity
The principal activity of the group is that of an investment holding company.
Fair review of the business
GAIA London operates as a premier fine-dining destination in Mayfair, offering a Mediterranean culinary experience combined with a sophisticated nightlife lounge, NYX. Gaia Restaurant and Gaia Dining serve as the parent companies of GAIA London Group Limited, with Gaia Restaurant operating as the licensing company of Gaia Dining.
Following our opening in late 2023, the 2025 financial year served as a critical period of learning and stabilization. Our business is defined by a commitment to "emotional permanence" and a timeless approach to luxury.
During 2025, management focused on refining the operating model, strengthening team structures, and reinforcing our guest proposition to build brand credibility within the highly competitive London market.
Analysis of Performance
FY2025 marked a year of significant financial progression being the first full year of trading. After an initial operational and cost reset early in the year, the business achieved a strong performance:
• Financial Progression: The business achieved substantial year-on-year growth in operating profitability, driven by a successful transition from the initial launch phase to sustained commercial stabilization. Turnover increased significantly, as guest volumes remained consistent and the brand continued to gain traction within the luxury dining market.
• Operational Discipline: Rigorous cost management remained a central focus throughout the year, including the optimization of staffing structures and COGS, enabling the business to maintain gross margins of approximately 80% throughout the latter half of the year.
• Commercial Growth: The continuing strong demand and growing customer loyalty were supported by the strategic activation of the second-floor lounge for corporate and private events which successfully diversified our revenue streams, enhanced the guest experience, and contributed positively to overall commercial performance.
The directors monitor a focused set of financial performance indicators to assess trading performance, profitability, and liquidity. These measures are reviewed regularly by the Board through management accounts and comparisons against budgets and financial objectives.
The company's key financial and other performance indicators during the year were as follows:
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Financial KPIs |
Unit |
2025 |
2024 |
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Turnover |
£ |
19,466,949 |
18,662,918 |
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Profit/(loss) before tax |
£ |
163,002 |
(2,223,857) |
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Deficit of net assets |
£ |
(3,444,665) |
(3,607,667) |
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Gross profit margin |
% |
78 |
75 |
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Cash |
£ |
1,593,896 |
699,500 |
GAIA London Group Limited
Strategic Report for the Year Ended 31 December 2025
The company’s financial position continues to be supported by the long term commitment of its ultimate parent, which provides secure and ongoing funding through shareholder loans.
Although net assets remain in deficit, this reflects the capital structure of the business rather than any concerns regarding its viability, given the strength and reliability of this financial support.
The business maintains a good cash position, underpinned by strong working capital management and stable trading performance.
In addition, the business benefits from a long leasehold property and a high quality restaurant fit out, representing a significant investment in the guest experience and providing a strong foundation for future operational stability.
Non-financial KPI's
The directors assess the performance of the business using a combination of financial and non financial indicators. While the key financial measures are discussed above, the non financial indicators—such as service quality, guest satisfaction and operational efficiency— are monitored to support the business’ broader strategic objectives. These measures are not considered key performance indicators in their own right; however, they provide valuable context for understanding trends in service delivery and operational standards.
The Board meets regularly to review management accounts, evaluate performance against budgets and financial objectives, and consider progress against relevant non financial targets to ensure the business continues to operate to the high standards expected within the luxury hospitality sector.
Financial instruments
The use of financial instruments is limited to those required for its operational activities, primarily comprising trade receivables, trade payables, and standard cash management facilities. These instruments are used solely for the purposes of supporting day to day liquidity and managing working capital, and the company does not engage in complex financial instruments or enter transactions for speculative purposes. The business is solely funded through shareholder loans, which form the principal source of financing.
As a result, the company’s exposure to credit, liquidity, and interest rate risk remains limited and is monitored through established internal controls and other financial management practices. The Board considers these risks to be low and appropriately managed within the existing governance framework.
GAIA London Group Limited
Strategic Report for the Year Ended 31 December 2025
Principal risks and uncertainties
The directors identify and mitigate the following primary risks:
• Market and Economic Sensitivity: Operating in a highly competitive luxury dining market within Mayfair, the business is exposed to shifts in consumer confidence and discretionary spending. To remain competitive, the business focuses on delivering exceptional cuisine, premium service, and a distinctive atmosphere that supports guest loyalty.
• Operational Costs: Rising food, beverage, and labour costs present ongoing challenges in the luxury hospitality sector. The business manages these pressures through disciplined cost control, efficient labour planning, and strong supplier relationships to maintain quality and consistency.
• Financial Dependency: The business is fully funded by its shareholders and relies on their continued financial support. Senior management maintains close oversight of day to day financial operations to ensure robust cash flow management and operational resilience. This governance framework enables the business to navigate periods of economic uncertainty while sustaining the high standards expected within the luxury dining market.
Future prospects
Looking ahead, the business aims to build on its strong foundations by enhancing the guest experience through continued operational refinement and strategic investment.
The business plans to strengthen its talent by deepening its commitment to professional development, ensuring teams remain equipped to deliver the exceptional service expected in the luxury hospitality sector.
Alongside this, the business will focus on its sustainability agenda by broadening responsible sourcing initiatives and expanding community focused activities within Mayfair, supporting long term relationships and reinforcing its role as a responsible local partner.
These initiatives position the business for sustainable growth while maintaining the standards that define its reputation.
Summary
FY2025 has established a resilient, structured platform. By refining our commercial positioning and strengthening operational discipline, the directors are confident that GAIA London is well-positioned to unlock incremental revenue growth and further activation in 2026.
Approved and authorised by the
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GAIA London Group Limited
Directors' Report for the Year Ended 31 December 2025
The directors present their report and the for the year ended 31 December 2025.
Directors of the group
The directors who held office during the year were as follows:
Information included in the Strategic Report
The company has chosen in accordance with s.414C(11) Companies Act 2006 to set out in the company's Strategic Report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the Directors' report. It has done so in respect of future developments and financial instruments.
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Approved and authorised by the
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GAIA London Group Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities 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 group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
GAIA London Group Limited
Independent Auditor's Report to the Members of GAIA London Group Limited
Opinion
We have audited the financial statements of GAIA London Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Income and Retained Earnings, Consolidated Statement of Financial Position, Statement of Financial Position, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, Statement of Cash Flows, 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 group's and the parent company's affairs as at 31 December 2025 and of the group's 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 responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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 matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
GAIA London Group Limited
Independent Auditor's Report to the Members of GAIA London Group Limited
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our 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 and the Directors' Report.
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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company 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. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities [set out on page 6], 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.
Auditor 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 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.
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:
GAIA London Group Limited
Independent Auditor's Report to the Members of GAIA London Group Limited
Based on our understanding of the Group and the industry in which it operates, we determined that the principal risks of non-compliance with laws and regulations related to the reporting framework (FRS 102 and the Companies Act 2006) and UK corporate taxation laws, health and safety legislation, data protection legislation, employment law, and minimum wage legislation. These risks were communicated to our audit team and we remained alert to any indications of non-compliance throughout our audit.
We understood how the Group is complying with relevant legislation by making enquiries of management and reviewing legal correspondence for indications of non-compliance. We also considered the results of our audit procedures and to what extent these corroborate this understanding and assessed the susceptibility of the company’s financial statements to material misstatement. This included consideration of how fraud might occur and evaluation of management’s incentives and opportunities for fraudulent manipulation of the financial statements.
We designed our audit procedures to identify any non-compliance with laws and regulations. Such procedures included, but were not limited to, inspection of any regulatory or legal correspondence; challenging assumptions and judgements made by management; identifying and testing journal entries with a focus on large or unusual transactions as determined based on our understanding of the business; and identifying and assessing the effectiveness of controls in place to prevent and detect fraud.
Owing to the inherent limitations of an audit, there remains a risk that a material misstatement may not have been detected, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance with laws and regulations and cannot be expected to detect all instances of non-compliance.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
The primary responsibility for the detection and prevention of fraud rests with those responsible for governance and management. The further removed non-compliance with laws and regulations is from the events reflected in the financial statements, the less likely the auditor will become aware of it.
The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment, collusion, omission, misrepresentation or forgery.
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.
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For and on behalf of
London
W1D 5AR
GAIA London Group Limited
Consolidated Statement of Income and Retained Earnings for the Year Ended 31 December 2025
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Note |
2025 |
2024 |
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Turnover |
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Cost of sales |
( |
( |
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Gross profit |
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Administrative expenses |
( |
( |
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Operating profit/(loss) |
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( |
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Other interest receivable and similar income |
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37,649 |
875 |
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Profit/(loss) before tax |
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( |
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Profit/(loss) for the financial year |
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( |
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Profit/(loss) attributable to: |
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Owners of the company |
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( |
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Retained earnings brought forward |
(3,617,187) |
(1,393,330) |
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Retained earnings carried forward |
(3,454,185) |
(3,617,187) |
GAIA London Group Limited
Consolidated Statement of Financial Position as at 31 December 2025
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Note |
2025 |
2024 |
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Fixed assets |
|||
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Intangible assets |
|
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Tangible assets |
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Current assets |
|||
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Stocks |
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Debtors |
|
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current liabilities |
( |
( |
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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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Provisions for liabilities |
( |
( |
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Net liabilities |
( |
( |
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Capital and reserves |
|||
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Called up share capital |
9,520 |
9,520 |
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Retained earnings |
(3,454,185) |
(3,617,187) |
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Equity attributable to owners of the company |
(3,444,665) |
(3,607,667) |
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Shareholders' deficit |
(3,444,665) |
(3,607,667) |
Approved and authorised by the
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Company registration number: 12252206
GAIA London Group Limited
Statement of Financial Position as at 31 December 2025
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Note |
2025 |
2024 |
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Fixed assets |
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Investments |
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Current assets |
|||
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Debtors |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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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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Net liabilities |
( |
( |
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Capital and reserves |
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Called up share capital |
9,520 |
9,520 |
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Retained earnings |
(659,954) |
(87,304) |
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Shareholders' deficit |
(650,434) |
(77,784) |
The company made a loss after tax for the financial year of £572,650 (2024 - loss of £35,175).
Approved and authorised by the
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Company registration number: 12252206
GAIA London Group Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2025
Equity attributable to the parent company
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Share capital |
Retained earnings |
Total |
Total equity |
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At 1 January 2025 |
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( |
( |
( |
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Profit for the year |
- |
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At 31 December 2025 |
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( |
( |
( |
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Share capital |
Retained earnings |
Total |
Total equity |
|
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At 1 October 2023 |
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( |
( |
( |
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Loss for the year |
- |
( |
( |
( |
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New share capital subscribed |
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- |
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At 31 December 2024 |
9,520 |
(3,617,187) |
(3,607,667) |
(3,607,667) |
GAIA London Group Limited
Statement of Changes in Equity for the Year Ended 31 December 2025
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Share capital |
Retained earnings |
Total |
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At 1 January 2025 |
|
( |
( |
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Loss for the year |
- |
( |
( |
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At 31 December 2025 |
|
( |
( |
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Share capital |
Retained earnings |
Total |
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At 1 October 2023 |
|
( |
( |
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Loss for the year |
- |
( |
( |
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New share capital subscribed |
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- |
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At 31 December 2024 |
9,520 |
(87,304) |
(77,784) |
GAIA London Group Limited
Consolidated Statement of Cash Flows for the Year Ended 31 December 2025
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Note |
2025 |
2024 |
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Cash flows from operating activities |
|||
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Profit/(loss) for the year |
|
( |
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Adjustments to cash flows from non-cash items |
|||
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Depreciation and amortisation |
|
|
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Finance income |
( |
( |
|
|
|
( |
||
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Working capital adjustments |
|||
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Decrease/(increase) in stocks |
|
( |
|
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Increase in trade debtors |
( |
( |
|
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(Decrease)/increase in trade creditors |
( |
|
|
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Increase in provisions |
- |
|
|
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Increase in deferred income, including government grants |
|
|
|
|
Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
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Interest received |
|
|
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Acquisition of intangible assets |
- |
( |
|
|
Net cash flows from investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Proceeds from issue of ordinary shares, net of issue costs |
- |
|
|
|
Repayment of other borrowing |
( |
|
|
|
Net cash flows from financing activities |
( |
|
|
|
Net increase in cash and cash equivalents |
|
|
|
|
Cash and cash equivalents at 1 January |
|
|
|
|
Cash and cash equivalents at 31 December |
1,593,896 |
699,500 |
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GAIA London Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
The principal place of business is:
50 Dover Street
London
W1S 4NY
United Kingdom
The principal activity of the company and group is that of an investment holding company.
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
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' and the Companies Act 2006.
Basis of preparation
These financial statements have been prepared using the historical cost convention except any items disclosed in the accounting policies as being shown at fair value and are presented in sterling, which is the functional currency of the entity.
GAIA London Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2025.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Income Statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Disclosure of long or short period
GAIA London Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Going concern
The group made a profit in the current year and had net deficiencies at 31 December 2025 of £3,444,665.
The group funds their working capital requirements through interest free loans and advances from former, current and prospective shareholders, who have advanced funds totalling £12,109,582 to the group as at the year end. No matters have been drawn to the attention of the director to suggest that this funding will not continue on acceptable terms in the future and the director believes that the company is well placed to manage its business risks successfully.
The latest management accounts show the group has maintained strong gross profit margins in line with management expectations, as it continues to strengthen its position in the industry. Management have prepared stress tested forecasts that indicate expected profitability before interest and the depreciation recharge of the restaurants fit out costs. These forecasts also indicate strong cash flows to support the directors assessment that the group will continue to meet it's liabilities for the foreseeable future.
On the basis of the above, and after making enquiries, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the director continues to adopt the going concern basis in preparing the financial statements.
Judgements
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Key sources of estimation uncertainty
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next year are as follows:
The group establishes a reliable estimate of the useful life of goodwill and other intangible assets. The group tests annually whether goodwill has suffered any impairment where the carrying value exceeds the recoverable amount.
Tangible fixed assets are depreciated to their estimated residual values over their estimated useful lives. The group exercises judgement to determine these useful lives and residual values.
GAIA London Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of food, beverages and related services, net of value added tax, discounts, refunds and promotional allowances in the ordinary course of the company's activities.
Revenue from restaurant sales is recognised at the point control of the goods passes to the customer, which is generally when food and beverages are served or delivered to customers.
Amounts received in advance from customers for table booking deposits are recognised as deferred income until the date of the booking at which point it is released to revenue upon the completion of the table booking.
Service charges are recognised based on certain percentage of the food and beverage revenue.
The company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the groups activities.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
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 group operates and generates taxable income.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Leasehold improvements |
Over the duration of the lease |
|
Furniture, fitting and equipment |
20% - 33% Straight Line |
GAIA London Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Intangible assets
Website development costs are shown at historic cost.
Website development costs have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Website development costs |
20% Straight Line |
|
Goodwill |
20% Straight Line |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
GAIA London Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are 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.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the income statement over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Provisions
Provisions are recognised when the group has an obligation at the reporting date as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
Leases
Assets held under hire purchase contracts are capitalised at the lesser of fair value or present value of minimum lease payments in the statement of financial position. The present value of the minimum lease payments is calculated using the interest rate implicit in the lease. A corresponding liability is recognised at the same value in the statement of financial position. The asset is then depreciated over its useful life.
The minimum lease payments are apportioned between the finance charge recognised in the income statement and the reduction of the outstanding liability using the effective interest method. The finance charge in each period is allocated so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
GAIA London Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
GAIA London Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Turnover |
The analysis of the group's Turnover for the year from continuing operations is as follows:
|
2025 |
2024 |
|
|
Sale of goods |
|
|
|
Operating profit/(loss) |
Arrived at after charging/(crediting)
|
2025 |
2024 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Other interest receivable and similar income |
|
2025 |
2024 |
|
|
Other finance income |
|
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2025 |
2024 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
Other employee expense |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2025 |
2024 |
|
|
Administration and office staff |
|
|
|
Restaurant and site staff |
|
|
|
|
|
GAIA London Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2025 |
2024 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
108,690 |
52,406 |
|
Auditors' remuneration |
|
2025 |
2024 |
|
|
Audit of the financial statements |
96,325 |
45,450 |
|
|
|
|
|
Other fees to auditors |
||
|
Taxation compliance services |
|
|
|
All other non-audit services |
|
|
|
|
|
GAIA London Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Taxation |
Tax charged/(credited) in the consolidated income statement
|
2025 |
2024 |
|
|
Current taxation |
||
|
UK corporation tax |
- |
- |
|
Tax expense/(receipt) in the income statement |
- |
- |
The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2025 |
2024 |
|
|
Profit/(loss) before tax |
|
( |
|
Corporation tax at standard rate |
|
( |
|
Tax increase from effect of capital allowances and depreciation |
|
- |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
( |
|
Effect of tax losses |
( |
|
|
Total tax charge/(credit) |
- |
- |
GAIA London Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Intangible assets |
Group only
|
Goodwill |
Other intangible assets |
Total |
|
|
Cost or valuation |
|||
|
At 1 January 2025 |
|
|
|
|
At 31 December 2025 |
|
|
|
|
Amortisation |
|||
|
At 1 January 2025 |
|
|
|
|
Amortisation charge |
|
|
|
|
At 31 December 2025 |
|
|
|
|
Carrying amount |
|||
|
At 31 December 2025 |
|
|
|
|
At 31 December 2024 |
|
|
|
GAIA London Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Tangible assets |
Group only
|
Land and buildings |
Furniture, fittings and equipment |
Total |
|
|
Cost or valuation |
|||
|
At 1 January 2025 |
|
|
|
|
Additions |
|
|
|
|
At 31 December 2025 |
|
|
|
|
Depreciation |
|||
|
At 1 January 2025 |
|
|
|
|
Charge for the year |
|
|
|
|
At 31 December 2025 |
|
|
|
|
Carrying amount |
|||
|
At 31 December 2025 |
|
|
|
|
At 31 December 2024 |
|
|
|
Included within the net book value of land and buildings above is £Nil (2024 - £173,135) in respect of freehold land and buildings and £7,479,959 (2024 - £7,883,350) in respect of short leasehold land and buildings.
GAIA London Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Investments |
Company only
|
2025 |
2024 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 1 January 2025 |
|
|
Provision |
|
|
Carrying amount |
|
|
At 31 December 2025 |
|
|
At 31 December 2024 |
|
Company
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the group holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2025 |
2024 |
|||
|
Subsidiary undertakings |
||||
|
|
130 Shaftesbury Avenue, 2nd Floor, London, W1D 5EU |
|
|
|
|
|
130 Shaftesbury Avenue, 2nd Floor, London, W1D 5EU |
|
|
|
|
Stocks |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Other inventories |
|
|
- |
- |
GAIA London Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Debtors |
|
Group |
Company |
||||
|
Note |
2025 |
2024 |
2025 |
2024 |
|
|
Trade debtors |
|
|
- |
- |
|
|
Amounts owed by related parties |
|
|
|
|
|
|
Other debtors |
|
|
|
|
|
|
Prepayments |
|
|
- |
- |
|
|
|
|
|
|
||
Included in other debtors is rental deposits of £1,768,500 (2024 : £1,768,500) which is receivable after more than one year.
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Cash at bank |
|
|
- |
- |
GAIA London Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Creditors |
|
Group |
Company |
||||
|
Note |
2025 |
2024 |
2025 |
2024 |
|
|
Due within one year |
|||||
|
Trade creditors |
|
|
- |
- |
|
|
Amounts due to related parties |
|
|
|
|
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Other payables |
|
|
|
|
|
|
Accruals |
|
|
|
|
|
|
Deferred income |
|
|
- |
- |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
Loans are interest free, unsecured and with no fixed repayment date, but are due in more than one year.
|
Provisions for liabilities |
Group
|
Other provisions |
Total |
|
|
At 1 January 2025 |
|
|
|
At 31 December 2025 |
|
|
|
|
||
The dilapidations provision at 31 December 2025 of £693,907 (2024: £693,907) is measured as the best estimate of the costs, based upon costs of work previously completed during installation work, that would be required to reinstate the premises leased to the standard required by the Landlord following the end of the lease.
GAIA London Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £13,690 (2024 - £20,639) were payable to the scheme at the end of the year and are included in other creditors.
|
Share capital |
Allotted, called up and fully paid shares
|
2025 |
2024 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
3,400 |
|
3,400 |
|
|
|
5,820 |
|
5,820 |
|
|
|
300 |
|
300 |
|
|
|
|
|
|
|
Loans and borrowings |
Non-current loans and borrowings
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Other borrowings |
|
|
|
|
Loans are interest free, unsecured and with no fixed repayment date, but are due in more than one year.
GAIA London Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Obligations under leases and hire purchase contracts |
Group only
Operating leases
The total of future minimum lease payments is as follows:
|
2025 |
2024 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
Later than five years |
|
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
|
Analysis of changes in net debt |
Group
|
At 1 January 2025 |
Financing cash flows |
At 31 December 2025 |
|
|
Cash and cash equivalents |
|||
|
Cash |
699,500 |
894,396 |
1,593,896 |
|
|
|||
|
|
|
|
|
GAIA London Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Related party transactions |
Group
Key management personnel
Key management personnel include all persons that have authority and responsibility for planning, directing and controlling the activities of the group
Summary of transactions with key management
During the period, the company provided discounts not at arms length to individuals with a participating interest in the company. The total value of the discounts granted amounted to £4,903 (2024 - £191,107).
|
Transactions with directors |
Summary of transactions with the ultimate parent
At 31 December 2025 an amount of £2,793,403 (2024: £2,093,403) was due to the ultimate parent. Royalty expenses were paid to the ultimate parent of £1,549,199 (2024: £1,440,476).
Summary of transactions with group undertakings
In accordance with FRS 102 paragraph 33.1A, exemption is taken not to disclose transactions in the year or amounts falling due between wholly owned undertakings.
Summary of transactions with other related parties
At 31 December 2025 an amount of £5,221 (2024 - £481,123 due to) was due from companies under common control of the ultimate parent.
At 31 December 2025 an amount of £9,316,179 (2024 - £9,823,894) was due to minority shareholders of the group. There are no set terms in place.
GAIA London Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Company
Summary of transactions with ultimate parent
At 31 December 2025 an amount of £2,793,403 (2024: £2,093,403) was due to the ultimate parent.
Transactions with directors
At 31 December 2025 there was a balance of £300 (2024: £300) due from a director. There were no advances or repayments during the year. No interest was charged on the balance and there are no set repayment terms in place.
|
Parent and ultimate parent undertaking |
The ultimate parent is
The parent of the smallest group preparing group accounts in which the results of the company are included is Fundamental Hospitality Group Holding Limited, which is incorporated in the United Arab Emirates, whose
registered office is Unit 304, Level 3, Liberty House, Dubai International Financial Centre, Dubai, United Arab Emirates.