ACCOUNTS - Final Accounts preparation

A3 INVESTMENT (PETERBOROUGH) LIMITED - Company Information

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Registered number: 07336796

A3 INVESTMENT (PETERBOROUGH) LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE 52 WEEK PERIOD ENDED 23 APRIL 2023

A3 INVESTMENT (PETERBOROUGH) LIMITED

CONTENTS

	Page
Company Information	1
Directors' Report	2 - 3
Independent Auditors' Report	4 - 7
Statement of Comprehensive Income	8
Balance Sheet	9
Notes to the Financial Statements	10 - 14

A3 INVESTMENT (PETERBOROUGH) LIMITED

COMPANY INFORMATION

Directors	B Elia
	M Sadik


Registered number	07336796


Registered office	The Atrium
	29A Kentish Town Road
	London
	NW1 8NL


Independent auditors	Haysmacintyre LLP
	10 Queen Street Place
	London
	EC4R 1AG

Page 1

A3 INVESTMENT (PETERBOROUGH) LIMITED

DIRECTORS' REPORT

FOR THE 52 WEEK PERIOD ENDED 23 APRIL 2023

The directors present their report and the financial statements for the 52 week period ended 23 April 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

∙make judgments 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 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 to 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.

Principal activity

The principal activity of the company in the period under review is that of providing leasehold and facilities service to restaurants operated by companies in the group headed by Chopstix Group Limited.

Directors

The directors who served during the 52 week period were:

B Elia

M Sadik

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditors, Haysmacintyre LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 2

A3 INVESTMENT (PETERBOROUGH) LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE 52 WEEK PERIOD ENDED 23 APRIL 2023

This report was approved by the board on 26 March 2024 and signed on its behalf.

M Sadik

Director

Page 3

A3 INVESTMENT (PETERBOROUGH) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF A3 INVESTMENT (PETERBOROUGH) LIMITED

Opinion

We have audited the financial statements of A3 Investment (Peterborough) Limited (the 'Company') for the 52 week period ended 23 April 2023, which comprise the Statement of Comprehensive Income, the Balance Sheet and the related notes, 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 23 April 2023 and of its profit for the 52 week period 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 United Kingdom, including the Financial Reporting Council'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.

Page 4

A3 INVESTMENT (PETERBOROUGH) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF A3 INVESTMENT (PETERBOROUGH) LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

Opinion 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 Directors' Report for the financial 52 week period for which the financial statements are prepared is consistent with the financial statements; and

∙the Directors' Report 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 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; or

∙the directors were 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.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 2, 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.

Page 5

A3 INVESTMENT (PETERBOROUGH) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF A3 INVESTMENT (PETERBOROUGH) LIMITED (CONTINUED)

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 an Auditors' 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:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud.
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to regulatory requirements, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and income tax.
We evaluated management's incentives and opportunities or fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included:

∙ inspecting correspondence with regulators and tax authorities;

∙ discussions with management including consideration of known or suspected instances of non-compliance
with laws and regulation and fraud;

∙ evaluating management's controls designed to prevent and detect irregularities;

∙ identifying and testing journals, in particular journal entries posted with unusual account combinations,
postings by unusual users or with unusual descriptions; and

∙ challenging assumptions and judgements made by management in their critical accounting estimates.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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 Auditors' Report.

Page 6

A3 INVESTMENT (PETERBOROUGH) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF A3 INVESTMENT (PETERBOROUGH) LIMITED (CONTINUED)

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 Auditors' 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.

Emma Bernardez (Senior Statutory Auditor)

for and on behalf of

Haysmacintyre LLP

Statutory Auditors

10 Queen Street Place

London

EC4R 1AG

26 March 2024

Page 7

A3 INVESTMENT (PETERBOROUGH) LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE 52 WEEK PERIOD ENDED 23 APRIL 2023

	52 week period 23 April	52 week period 24 April
	2023	2022
	£	£


Turnover	98,677	83,058
Administrative expenses	(96,863)	(84,859)
Operating profit	1,814	(1,801)
Profit for the financial 52 week period	1,814	(1,801)

The notes on pages 10 to 14 form part of these financial statements.

Page 8

A3 INVESTMENT (PETERBOROUGH) LIMITED

REGISTERED NUMBER: 07336796

BALANCE SHEET

AS AT 23 APRIL 2023

	23 April	24 April
	2023	2022
Note	£	£

Fixed assets
Tangible assets	3		3,605		4,656
			3,605		4,656
Current assets
Debtors: amounts falling due after more than one year	4	10,000		10,000
Debtors	4	99,051		102,925
Cash at bank		83		223
		109,134		113,148
Creditors: amounts falling due within one year	5	(80)		(6,959)
Net current assets			109,054		106,189
Total assets less current liabilities			112,659		110,845

Net assets			112,659		110,845

Capital and reserves
Called up share capital	2	2
Profit and loss account	112,657	110,843
Shareholders' funds	112,659	110,845

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

M Sadik

Director

Date: 26 March 2024

The notes on pages 10 to 14 form part of these financial statements.

Page 9

A3 INVESTMENT (PETERBOROUGH) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE 52 WEEK PERIOD ENDED 23 APRIL 2023

1.	General information

A3 Investment (Peterborough) Limited is a private limited company, limited by shares, registered in England and Wales, registration number 07336796. The registered office is The Atrium, Kentish Town Road, London, England, NW1 8NL.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

2.2

Turnover

Turnover is the total amount receivable by the Company from the recharge of property related costs to other Group companies and is recorded excluding value added tax. Turnover is attributable to the principal activity of the Company and is recognized in the UK. .

2.3

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

				Leasehold property land and buildings	-	straight line over the lease term
				Plant and machinery	-	25%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.4

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Page 10

A3 INVESTMENT (PETERBOROUGH) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE 52 WEEK PERIOD ENDED 23 APRIL 2023

2.Accounting policies (continued)

2.5

Going concern

The Company has net assets and net current assets. Despite this the parent company, Chopstix Trading Limited, has signed a letter of support which confirms its intention to support its subsidiaries for at least 12 months from the date of signing these financial statements.
Based on the availability of support to date and the conclusion within the overall controlling entity Chopstix Group Limited's group financial statements the directors also continue to adopt the going concern basis in preparing the Company financial statements.

2.6

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.7

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.8

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

2.9

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 11

A3 INVESTMENT (PETERBOROUGH) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE 52 WEEK PERIOD ENDED 23 APRIL 2023

3.	Tangible fixed assets

	Land and buildings	Plant and machinery	Total
	£	£	£
Cost or valuation
At 25 April 2022	1,906	15,051	16,957
At 23 April 2023	1,906	15,051	16,957
Depreciation
At 25 April 2022	953	11,348	12,301
Charge for the 52 week period on owned assets	126	925	1,051
At 23 April 2023	1,079	12,273	13,352
Net book value
At 23 April 2023	827	2,778	3,605
At 24 April 2022	953	3,703	4,656

4.	Debtors
		23 April	24 April
		2023	2022
		£	£

Due after more than one year
Other debtors	10,000	10,000
	10,000	10,000

					23 April	24 April
					2023	2022
					£	£

Due within one year
Amounts owed by group undertakings	1,790	4,805
Other debtors	79,900	98,120
Prepayments and accrued income	14,102	-
Taxation and social security	3,259	-
	99,051	102,925

Page 12

A3 INVESTMENT (PETERBOROUGH) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE 52 WEEK PERIOD ENDED 23 APRIL 2023

4.Debtors (continued)

5.	Creditors: Amounts falling due within one year
		23 April	24 April
		2023	2022
		£	£

Amounts owed to group undertakings	80	79
Other creditors	-	6,880
	80	6,959

6.	Other financial Commitments
	At 23 April 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Land and Buildings 23 April	Land and buildings 24 April
		2023	2022
		£	£

Not later than 1 year	78,000	78,000
Later than 1 year and not later than 5 years	190,077	268,077
	268,077	346,077

The Company is a guarantor for a bank loan held by Chopstix Restaurant Limited, a company within the group headed by the Chopstix Group Limited. The original loan was entered into during the period ending 24 April 2022. An additional loan was obtained during the period ending 23 April 2023. The outstanding balance of the guaranteed bank loan is £4,000,000 (2022: £2,959,129). Additionally, during the current year, the Company guaranteed a new bank loan from Metro Bank with an outstanding balance of £2,960,628.

The Company is also a guarantor to two CBIL loans held within Chopstix Restaurant Limited. The first loan was entered into in the period ending 25 April 2021 and the balance outstanding at the period end is £2,027,683 (2022: £2,592,626). The Second CBIL loans was entered in June 2021 and the balance outstanding at the period end is £1,740,360 (2022: £2,000,000).

Page 13

A3 INVESTMENT (PETERBOROUGH) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE 52 WEEK PERIOD ENDED 23 APRIL 2023

7.	Related party transactions
	The Company has taken advantage of exemptions from disclosing transactions with related companies under the provisions of Section 33 of Financial Reporting Standard 102. The below balance relates to a loan with a related party under common control.
		23 April	24 April
		2023	2022
		£	£

	Amount due from other related parties under common control	79,900	79,900
		79,900	79,900

8.	Controlling party

The ultimate parent undertaking is Chopstix Group Limited, a company incorporated in the UK. It owns 100% of the share capital of Chopstix Trading Limited, the immediate parent undertaking of this Company. The ultimate parent undertaking prepares consolidated financial statements that include the results of the Company. The registered office is The Atrium 29a Kentish Town Road, London, NW1 8NL.

The directors believe the ultimate controlling party to be Chopstix Group Limited.

Page 14