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REGISTERED NUMBER: 09347631 (England and Wales)















Strategic Report, Report of the Directors and

Audited Financial Statements for the Year Ended 31 January 2024

for

Pacific Shelf 1803 Limited

Pacific Shelf 1803 Limited (Registered number: 09347631)






Contents of the Financial Statements
for the Year Ended 31 January 2024




Page

Strategic Report 1

Report of the Directors 7

Report of the Independent Auditors 9

Income Statement 13

Other Comprehensive Income 14

Balance Sheet 15

Statement of Changes in Equity 16

Notes to the Financial Statements 17


Pacific Shelf 1803 Limited (Registered number: 09347631)

Strategic Report
for the Year Ended 31 January 2024

The directors present their strategic report for the year ended 31 January 2024.

REVIEW OF BUSINESS
During the year ended 31 January 2024, the performance of the company's sole investment continues to be strong, achieving a like-for-like sales performance of +21% compared to the previous year.
The decrease in year on year exceptional items has been driven by the prior year having a significant re-organisation in the central support function, alongside an Executive restructure.
During the period, the Group also rationalised the estate and subsequently closed 2 sites, as well as withdrawing completely from the Dark Kitchen operating model (2 x sites).
At the end of 2023 the Group raised £2.7m in a Crowdfund capital raise and in 2024 the company embarked on an estate reinvestment programme, redecorating every site and rolling out new brand messaging throughout the restaurants to help people better understand what makes Honest Burgers honest.

Key performance indicators
The company monitors the performance of its investment on a monthly basis, receiving board packs and attending board meetings of Honest Group Limited.
For Honest Group Limited (consolidated) period ended 29 January 2024, Turnover increased from the prior period by £8.1m to £56.4m (17% increase). Adjusted EBITDA before exceptional items decreased slightly to £3.47m (FY23 - £3.51m).
The Group continues to successfully control restaurant and central costs in a challenging inflationary environment. Utility prices have continued to have a significant impact on the Group's profitability. The total FY24 Utilities Cost was £3.16m (FY23 - £1.30m), an increase of 243%.


Pacific Shelf 1803 Limited (Registered number: 09347631)

Strategic Report
for the Year Ended 31 January 2024

PRINCIPAL RISKS AND UNCERTAINTIES
As with any business in the sector, it is vulnerable to certain risks which impact on costs or consumer confidence including the current conflict in Ukraine, cost of living crisis and permanent changes in working patterns post Covid. These are covered in more detail in the Going Concern section (page 5). The directors and management team regularly review these risks to ensure they are managed effectively.

Key risks include competition from new entrants into the casual dining sector as well as from established restaurant groups. The Group plans to open further restaurants, although there is increasingly strong competition for sites that become available. The directors feel that the Group’s strategy of both quality and value for money will help ensure the growth will continue.

Inflationary pressures exist especially in labour costs and supplier prices. The wider macroeconomic environment has been impacted significantly by the conflict in Ukraine which has driven increased food price inflation, specifically around oil and potato costs. The Group continues to review all food costs in the business and undertake supplier negotiations, aiming to fix costs for as long as possible, in order to mitigate these pressures.

There is undoubtedly a reduced labour resource pool since Brexit. The company seeks to mitigate this risk by remaining focused on training and development and creating career paths to retain the existing work force. The company has absorbed wage inflation to ensure they are retaining and attracting talent.

The recent General Election in July ‘24, leading to the Labour Party forming the new Government, inevitably gives rise to some additional risk. There is much talk in the media about what changes might be made in the upcoming Budget Speech at the end of October, some of which could be quite challenging for our industry.

There is very little credit risk in the Group as the majority of customers pay by cash or credit card at the point of sale. The Group has an overdraft and loan facilities available, to it. Cash flow management is a key activity within the business to monitor liquidity. Facilities are utilised only when necessary. Loans are borrowed on a LIBOR + margin rate (switched to SONIA + margin rate from January 2022), however the Board consider the interest rate risk to be minimal.


Pacific Shelf 1803 Limited (Registered number: 09347631)

Strategic Report
for the Year Ended 31 January 2024

SECTION 172 STATEMENT
The directors of Pacific Shelf 1803 Limited ("PS1803") continue to have regard to the interests of the company's shareholders (who are the principal investors in Honest Group Limited, "HGL") and its stakeholders. HGL is the sole investee company of PS1803, an investment vehicle of Active Partners Investments LLP ("API LLP", the Fund Manager). Spencer Skinner, a director of PS1803 and Partner of API LLP, is a Director of HGL. Spencer is closely involved in Honest Burgers through his Board position. Through that involvement they are able to have regard for the interests of the PS1803 shareholders and stakeholders.


Statement as in Honest Group Limited (consolidated accounts):
Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders and other matters in their decision making. The Directors continue to have regard to the interests of the Company's employees and other stakeholders, the impact of its activities on the community, the environment and the Company's reputation for good business conduct, when making decisions, which have continued to be affected by the longer term change in consumer behaviour resulting from the COVID-19 Pandemic.


Decisions related to Specific Industry Challenges
This year has continued to be challenging for the Hospitality industry. The longer term change in working patterns post Covid required a much more responsive approach to planning, budgeting and forecasting. The Ukraine war has led to ongoing volatility with input costs. Trade union activity in the transport sector has throughout the year led to several strikes and limited working practices, which have significantly affected trains both nationally and specifically on the London Underground network. By nature, these were targeted for maximum impact, to which we were not immune. The Board acted to ensure the health and safety of our customers and employees, whilst also taking the right steps to protect the future of the business. Key decisions by the Board of the Group included:

- Closely monitoring raw materials prices and negotiating with suppliers and looking for alternatives
- Keeping employees engaged through company communication tools, newsletters and surveys
- Carefully considering menu pricing changes in the context of our competitor set
- Ensuring restaurant managers are empowered to make immediate flexible choices on staffing levels
- Further Head Office Restructuring – All affected stakeholders were involved in the relevant consultation process and they were offered to opportunity to come up with alternative suggestions for cost mitigation which were duly considered.

In taking all of these decisions the Board was mindful of the long- term interest of the Group and its stakeholders, particularly employees and customers, shareholders, suppliers and strategic partners. Acting in good faith and fairly, the Group wanted to maintain a reputation for high standards of business conduct and the need to act fairly between members of the Group. We further explain in this annual report, and below, how the Board engages with stakeholders and fulfils its obligations under s172 of the Companies Act.


People
The Group is committed to being a responsible and sustainable business. The Group behaviour is aligned with the expectation of its people, customer, shareholders and communities and society as a whole. Our people are the cornerstone of our business and at the heart of the delivery of Old School Hospitality to every one of our customers.

The Board of Directors of the Company engage directly with our People through regular site visits and meetings taking place in restaurants across the country, but by also encouraging open dialogue using our internal communication tools.

Pacific Shelf 1803 Limited (Registered number: 09347631)

Strategic Report
for the Year Ended 31 January 2024



Business Relationships
Part of the Group strategy is to provide an exceptional product, charging customers the best price we can afford to, delivered by people with genuine care and warmth. To deliver our value proposition the Board regularly reviews the Group’s principal stakeholders and how it engages with them. This is achieved through information provided by management and also by direct engagement with stakeholders themselves.

We work only with carefully selected suppliers who offer the finest quality ingredients whilst ensuring the best possible methods for animal welfare and sustainability. Our goal is to provide long term, sustainable partnerships with all of our suppliers to the benefit of both parties.


Community and Environment
The Group aims to partner with and support local suppliers in the community and become a more sustainable business. This enables us to create long lasting partnerships in the communities that we operate in, for the benefit of the local area. This year we continue to support the local communities we serve by assisting with initiatives such as providing free meals to under privileged children during school holidays.


Shareholders
The Executive team and the Board of Directors are openly engaged with the Group shareholders as they recognise the importance of continuing an effective dialogue with the Ultimate Parent Company, Actev II Limited and its shareholders. The shareholders are actively engaged in the Group’s affairs with their representatives being members of the Board of Directors. During the year, the company entered into a Crowdfunding capital raise, which was anchored by an initial £1m further investment by the parent company and which raised a further c.£1.7m of shareholder equity investment from the public.


Pacific Shelf 1803 Limited (Registered number: 09347631)

Strategic Report
for the Year Ended 31 January 2024

GOING CONCERN NARRATIVE IN HONEST GROUP LIMITED - CONSOLIDATED ACCOUNTS:
The Parent Company is not a trading entity and only holds investments in subsidiaries. Therefore, the going concern assessment for the Group and the Parent Company is based on the combined results of the Group headed by Honest Group Limited (“the Group”) as there are bank covenants that are based on the combined results of the group.

Post Covid 19 the delivery channel has continued to be a strong part of the business when compared with pre-pandemic levels at c.25% (2023: c.25%). As longer term consumer habits have become embedded, delivery continues to be an important sales channel for the business now and for the longer term. Delivery sales combined with strong Dine in sales growth has meant that the business saw Like for Like sales growth of +21% when compared to the previous year, resulting from a combination of increased customer growth and some small price increases.

The ongoing conflict in Ukraine, and the associated cost of living crisis, continue to put additional pressures on the Group’s margins. Cost of goods is therefore subject to ongoing pricing volatility, with oil and potatoes being particularly sensitive. Management is therefore highly cognisant of the need to balance margin maintenance, whilst minimising the impact on customers through only implementing menu price increases where necessary. In the year ended January 2024 prices have begun to stabilise and the Group has worked with suppliers in order to put in place a number of cost reductions to mitigate price increases, although there has been a slight amendment to menu pricing in order to maintain margins.

Utility prices have continued to have a significant impact on the Company’s profitability. Our current contracts expire in September 2024 and we have already entered into new contracts at a much lower rate (almost half of what we currently pay) from that point onwards, so we will begin to see relief both on the P&L and cash in the Group from October 2024.

Operating cashflow
In the year to 28th January 2024, the Group generated £1.0m of operating cashflow. The Group fully repaid its Time to Pay arrangement with HMRC in respect of its Q3 VAT liability from the prior year.

The Group’s exclusive agreement with Uber has now been in place for 24 months and is proving successful for both parties. We have just renewed the contract for a further 24 months. Funds are paid to us c. 6 days in arrears on average (2023 – 6 days), which accounts for nearly a third of our revenue at 28% (2023 – 30%). All Eat-in receipts are paid either in cash and banked weekly by sites or via card payments, which are settled into our bank account between two and five days after the date of transaction. We therefore have no accounts receivable as such as customers have all paid as at the time of consumption.

The Group continues to look for operational efficiencies and improvements in terms of both supplier pricing (and rebates) and payments which are managed in such a way as to optimise working cashflow. For example, one of our largest suppliers of fresh ingredients has agreed to incorporate the retrospective volume rebates into the unit pricing, so that we see the benefit each week at the time of purchase, rather than invoicing for a cash payment in arrears.


Funding arrangements
In September of 2023, the Parent company embarked on a Crowdfunding capital raise, which resulted in Active Partners injecting £1m to anchor the fund and establish the valuation of the Parent company, followed by public investment of £1.8m (c.£1.7m after Crowdcube commission costs).


Pacific Shelf 1803 Limited (Registered number: 09347631)

Strategic Report
for the Year Ended 31 January 2024

The Directors believe that there are a number of tools in place to ensure that the Group has sufficient cash to continue in operation and meet its liabilities as they fall due even under plausible downside scenarios. These include renegotiating payment terms with key suppliers, or more tightly managing our outgoing payments. We have also successfully negotiated with a number of landlords to pay rent monthly in advance rather than quarterly. The Group also continues to hold long term debt with it’s lead investor, Pacific Shelf 1803 Ltd and has a strong relationship with them.


Bank covenants
The Group has been renegotiating the terms on it’s RLS and Senior Capex facilities and the Heads of Terms have now been agreed.

A detailed cashflow has been prepared for the period to October 2025, which has been stress tested based on a plausible downside scenario, with increased National Minimum Wage, additional cost price inflation but little or no menu pricing increases. It also shows additional mitigating levers the Company could pull within the next 12 months, such as stretching supplier payments. It shows that in any reasonable scenario, the Company has sufficient cash to continue in operations and to meet its liabilities as they fall due and furthermore does not forecast any breach of banking covenant tests, even in the plausible downside scenario. Accordingly, the directors have concluded that it is appropriate to prepare these financial statements on a going concern basis and therefore these financial statements have been prepared on the basis of accounting policies applicable to a going concern. These financial statements do not include any adjustments to the carrying amount or classification of assets and liabilities that may result if the Company was unable to continue as a going concern.

GOING CONCERN - PACIFIC SHELF 1803 LIMITED
The directors are confident that Pacific Shelf 1803 Limited, being an investment entity, would continue to operate over the period beyond one year from the date of approval of these accounts and shall remain committed to invest in other potential businesses as appropriate. Hence these accounts are prepared on a going concern basis.

ON BEHALF OF THE BOARD:





Mr S J B Skinner - Director


31 October 2024

Pacific Shelf 1803 Limited (Registered number: 09347631)

Report of the Directors
for the Year Ended 31 January 2024

The directors present their report with the financial statements of the company for the year ended 31 January 2024.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of a holding company of a group which operates and manages restaurants. The company's sole investment is in Honest Group Limited, the parent company of Honest Burgers Limited.

DIVIDENDS
The company's statement of comprehensive income is set out on page 13.
There were no dividends distributed or proposed.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 February 2023 to the date of this report.

Active GP Limited
Mr N D Evans
Mrs E C Evans
Mr S J B Skinner

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO 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.

Pacific Shelf 1803 Limited (Registered number: 09347631)

Report of the Directors
for the Year Ended 31 January 2024


AUDITORS
The auditors, BDO LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
As permitted by paragraph 1A of schedule 7 to the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008, certain matters which are required to be disclosed in the directors' report have been omitted as they are included in the strategic report on pages 1 - 5. These matters relate to the principal activity and financial risk.

ON BEHALF OF THE BOARD:





Mr S J B Skinner - Director


31 October 2024

Report of the Independent Auditors to the Members of
Pacific Shelf 1803 Limited

Opinion
We have audited the financial statements of Pacific Shelf 1803 Limited (the 'company') for the year ended 31 January 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity 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 January 2024 and of its profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence
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.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, 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.

Report of the Independent Auditors to the Members of
Pacific Shelf 1803 Limited


Other Companies Act 2006 reporting
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have 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 Strategic Report or the Report of the Directors.

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 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 take advantage of the small companies' exemption from the requirement to prepare a Strategic Report.

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

Report of the Independent Auditors to the Members of
Pacific Shelf 1803 Limited


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.

Extent to which the audit was capable of detecting irregularities, including fraud

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:

Non-compliance with laws and regulations
Based on:
- Our understanding of the Company and the industry in which it operates;
- Discussion with management and those charged with governance;
- Obtaining and understanding of the Company's policies and procedures regarding compliance with laws and regulations; and
we considered the significant laws and regulations to be FRS 102 and UK tax legislation.

The Company is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be the health and safety legislation.

Our procedures in respect of the above included:
- Review of financial statement disclosures and agreeing to supporting documentation;

Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
- Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;
- Obtaining an understanding of the Company's policies and procedures relating to:
- Detecting and responding to the risks of fraud; and
- Internal controls established to mitigate risks related to fraud.
- Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
- Perform analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls.

Our procedures in respect of the above included:
- Performed analytical reviews over movements in the year to identify whether any unusual journals require additional testing;

Assessing significant estimates made by management for bias in relation to the carrying value of investments.

Report of the Independent Auditors to the Members of
Pacific Shelf 1803 Limited

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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 by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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.




Ed Green-Wilkinson (Senior Statutory Auditor)
for and on behalf of BDO LLP
55 Baker Street
London
W1U 7EU

31 October 2024

Pacific Shelf 1803 Limited (Registered number: 09347631)

Income Statement
for the Year Ended 31 January 2024

31.1.24 31.1.23
Notes £    £   

TURNOVER - -

Administrative expenses 255,147 123,413
OPERATING LOSS 5 (255,147 ) (123,413 )

Interest receivable and similar income 2,051,682 1,820,357
PROFIT BEFORE TAXATION 1,796,535 1,696,944

Tax on profit 6 - -
PROFIT FOR THE FINANCIAL
YEAR

1,796,535

1,696,944

Pacific Shelf 1803 Limited (Registered number: 09347631)

Other Comprehensive Income
for the Year Ended 31 January 2024

31.1.24 31.1.23
Notes £    £   

PROFIT FOR THE YEAR 1,796,535 1,696,944


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE
INCOME FOR THE YEAR

1,796,535

1,696,944

Pacific Shelf 1803 Limited (Registered number: 09347631)

Balance Sheet
31 January 2024

31.1.24 31.1.23
Notes £    £    £    £   
FIXED ASSETS
Investments 7 28,261,262 25,416,922

CURRENT ASSETS
Debtors 8 - 39,008

CREDITORS
Amounts falling due within one year 9 190,663 181,867
NET CURRENT LIABILITIES (190,663 ) (142,859 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

28,070,599

25,274,063

CAPITAL AND RESERVES
Called up share capital 10 34,969 24,968
Share premium 11 10,979,880 9,989,880
Retained earnings 11 17,055,750 15,259,215
28,070,599 25,274,063

The financial statements were approved by the Board of Directors and authorised for issue on 31 October 2024 and were signed on its behalf by:





Mr S J B Skinner - Director


Pacific Shelf 1803 Limited (Registered number: 09347631)

Statement of Changes in Equity
for the Year Ended 31 January 2024

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 February 2022 15,696 13,562,271 9,071,997 22,649,964

Changes in equity
Issue of share capital 9,272 - 917,883 927,155
Total comprehensive income - 1,696,944 - 1,696,944
Balance at 31 January 2023 24,968 15,259,215 9,989,880 25,274,063

Changes in equity
Issue of share capital 10,001 - 990,000 1,000,001
Total comprehensive income - 1,796,535 - 1,796,535
Balance at 31 January 2024 34,969 17,055,750 10,979,880 28,070,599

Pacific Shelf 1803 Limited (Registered number: 09347631)

Notes to the Financial Statements
for the Year Ended 31 January 2024

1. STATUTORY INFORMATION

Pacific Shelf 1803 Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 09347631 and its registered address is 2nd Floor, Heathmans House, 19 Heathmans Road, London, SW6 4TJ.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 ("FRS 102"), the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).

The directors of Pacific Shelf 1803 Limited are confident that the company being an investment entity would continue to operate over the period beyond one year from the date of approval of these accounts and shall remain committed to invest in other potential businesses as appropriate. Hence these accounts are prepared on a going concern basis

Financial Reporting Standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

• the requirements of Section 7 Statement of Cash Flows;
• the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
• the requirements of Section 11 Financial Instruments paragraphs 11.39 to 11.48A;
• the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.29;

This information is included in the consolidated financial statements of Actev II Limited and these financial statements may be obtained from the registered office.

Preparation of consolidated financial statements
The financial statements contain information about Pacific Shelf 1803 Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company has taken advantage of the exemption conferred by section 400 of the Companies Act 2006 not to produce consolidated financial statements as it is included in the consolidated financial statements of Actev II Limited.

Significant judgements and estimates
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. In the opinion of the directors, the judgements or key sources of estimation uncertainty that affect the preparation of the financial statements are disclosed in note 3.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

Pacific Shelf 1803 Limited (Registered number: 09347631)

Notes to the Financial Statements - continued
for the Year Ended 31 January 2024

2. ACCOUNTING POLICIES - continued

Financial instruments
The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, short-term loans from related parties and accrued expenses.

Debt instruments, like loans and other accounts receivable and payable, are initially measured at present value of the future payments and subsequently at amortised cost using the effective interest method.

Debt instruments that are payable or receivable within one year, typically trade and other debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received. However if the arrangements of a short term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an outright short term loan not at market rate, the financial asset or liability is measured, initially and subsequently, at the present value of the future payment discounted at a market rate of interest for a similar debt instrument.

Financial assets that·are measured at cost and amortised cost are assessed at the end of each reporting year for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and an approximation of the amount that the company would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in the statement of comprehensive income, except that a change attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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 company operates and generates income.


Pacific Shelf 1803 Limited (Registered number: 09347631)

Notes to the Financial Statements - continued
for the Year Ended 31 January 2024

2. ACCOUNTING POLICIES - continued
Deferred tax
Deferred balances are recognised in respect of all timing differences that have originated but not reversed by the statement of financial position date, except that:

· The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
· Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

3. JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIM

In preparing these financial statements, the directors have made the following judgement:
· Determine whether there are indicators of impairment of the company's investment. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the underlying trading company.

4. DIRECTORS' EMOLUMENTS
31.1.24 31.1.23
£    £   
Directors' remuneration - -

5. OPERATING LOSS

The operating loss is stated after charging:

31.1.24 31.1.23
£    £   
Auditors' remuneration 14,630 8,967
Accountancy fees 10,068 4,779

6. TAXATION

During the year, interest income relating to the CLN was recognised and then provided for. A thin capitalisation analysis was completed and as a result, no tax deduction was taken by Honest Group Limited with regards to this interest and as such, Pacific Shelf 1803 Limited has mirrored this approach.

No liability to UK corporation tax arose for the year ended 31 January 2024 nor for the year ended
31 January 2023.

Pacific Shelf 1803 Limited (Registered number: 09347631)

Notes to the Financial Statements - continued
for the Year Ended 31 January 2024

7. FIXED ASSET INVESTMENTS

31.1.24 31.1.23
£    £   
Shares in group undertakings 27,334,112 24,489,772
Other loans 927,150 927,150
28,261,262 25,416,922

Additional information is as follows:
Shares in
group
undertakings
£   
COST
At 1 February 2023 24,489,772
Additions 2,844,340
At 31 January 2024 27,334,112
NET BOOK VALUE
At 31 January 2024 27,334,112
At 31 January 2023 24,489,772
Other
loans
£   
At 1 February 2023
and 31 January 2024 927,150

Pacific Shelf 1803 Limited (Registered number: 09347631)

Notes to the Financial Statements - continued
for the Year Ended 31 January 2024

7. FIXED ASSET INVESTMENTS - continued

As at January 2024, the company held 7,190,048 A Preference Shares, 49,454 B1 Preference Shares, 2,000,000 C Preference Shares and 3,000,000 D Preference Shares, 4,003,927 E Preference Shares, 1,927,152 F Preference Shares, and 1,000,000 Crowd Ordinary Shares in HGL.
There were no other preference shares purchased during the year.
These accrue interest of between 6% and 8% which compound annually and for the period totalled £2,051,682 (2023 £1,820,357).

Last year, the company took out convertible loan notes in Honest Burger to the sum of £927,150. These loan notes are redeemable within 2 years and a default interest rate of 25% will be payable on exit.The interest accrued for the year was £207,342 and this has been fully provided fo and is included within the £2,051,682 figure above.

Subsidiary undertakings, associated undertakings and other investments
The principal undertakings in which the company's interest at the year end is 20% or more are as follows:

Honest Group Ltd, a holding company registered in the UK - 61.3% holding
Honest Burger Ltd, a restaurant operating company registered in the UK - 61.3% holding (indirectly held)

The company held 61.3% of voting rights in its investments at the year end. The allocation of distributions is dependent on the value of the proceeds on disposal of the investments.

Honest Group Limited remains a subsidiary by virtue of control due to voting rights in excess of 50%.

8. DEBTORS: AMOUNTS FALLING DUE AFTER MORE THAN
ONE YEAR
31.1.24 31.1.23
£    £   
Other debtors - 39,008

9. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.1.24 31.1.23
£    £   
Other creditors 174,956 166,734
Accruals and deferred income 15,707 15,133
190,663 181,867

Pacific Shelf 1803 Limited (Registered number: 09347631)

Notes to the Financial Statements - continued
for the Year Ended 31 January 2024

10. CALLED UP SHARE CAPITAL

Authorised, allotted, called up and fully paid



2024 2023
£    £   

79,454 A Ordinary Shares of £0.01 each 795 795
546 B Ordinary Shares of £0.01 each 5 5
20,000 C1 Ordinary Shares of £0.005 each 100 100
18,200 C2 Ordinary Shares of £0.005 each 91 91
600 C3 Ordinary Shares of £0.005 each 3 3
1,200 C4 Ordinary Shares of £0.005 each 6 6
1 D Ordinary Shares of £1.00 each 1 1
25,230 E Ordinary Shares of £0.01 each 252 252
7,190,048 A Preference Shares of £0.001 each 7190 7190
49,454 B Preference Shares of £0.001 each 49 49
2,000,000 C Preference Shares of £0.0001 each 200 200
3,000,000 D Preference Shares of £0.001 each 3000 3000
4,003,927 E Preference Shares of £0.001 each 4004 4004
927,152 F Preference Shares of £0.01 each 9272 9272
1,000,000 Preferred Ordinary Shares of £0.01 each 10000 0
34,968 24,968

The Ordinary A, B, C1 & E shares have voting rights. None of the other classes of share have voting rights. None of the Preference shares confer any right to redemption. The dividend rights and capital rights of each class of share vary according to the articles of association which are publicly available on the Companies House website.
The Preferred Ordinary Shares have been as a result of crowd funding.

There is a total share premium of £10,979,880 which is made up of the following share prices above the par value,
79,453 A Ordinary Shares sold at £1.00 per share
546 B Ordinary Shares sold at £1.00 per share
2,000,000 C Preference Shares sold at £1.00 per share
3,000,000 D Preference Shares sold at £1.00 per share
4,000,000 E Preference Shares sold at £1.00 per share
927,152 F Preference Shares sold at £1.00 per share
1,000,000 Preferred Ordinary Shares sold at £1.00 per share

Pacific Shelf 1803 Limited (Registered number: 09347631)

Notes to the Financial Statements - continued
for the Year Ended 31 January 2024

11. RESERVES
Retained Share
earnings premium Totals
£    £    £   

At 1 February 2023 15,259,215 9,989,880 25,249,095
Profit for the year 1,796,535 1,796,535
Cash share issue - 990,000 990,000
At 31 January 2024 17,055,750 10,979,880 28,035,630

12. RELATED PARTY DISCLOSURES

During the year, interest receivable (net of provisions) of £1,844,340 (2023 - £1,710,795) was earned on redeemable preference shares issued by the subsidiary undertaking and has been capitalised within fixed asset investments.
As at 31 January 2024 £114,822 (2023 - £153,830) was due to the shareholders, relating to funds drawn to cover legal, audit and tax fees paid during the year.
Included in other creditors is a balance of £48,295 (2023 - £NIL) owing to Active GP Limited, a shareholder, and a balance of £11,839 (2023 - £11,839) owing to Active Partner Investments LLP, a company with common directors. The loans are interest free, unsecured and repayable on demand.

13. POST BALANCE SHEET EVENTS

On 8 April 2024, Pacific Shelf 1803 Limited subscribed to loan notes in Honest Group Limited totalling £900,000. These loan notes (and the associated interest) were fully repaid by Honest Group Limited on 27 September 2024.

14. ULTIMATE CONTROLLING PARTY

The ultimate parent company is Actev II Limited, a company incorporated in the United Kingdom. The ultimate controlling party of the company is Gavyn Davies and Susan Nye by virtue of their controlling interest in Actev II Limited.
The largest and smallest group in which the results of the company are consolidated is that headed by Actev II Limited, incorporated in England and Wales. The consolidated accounts of this company are available to the public and may be obtained from the registered office. No other group accounts include the results of the company.