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Registered number: 14602558









Kerb Group Limited









Annual Report and Financial Statements

For the Period Ended 31 March 2024

 
Kerb Group Limited
 
 
Company Information


Directors
S M Mitchell (appointed 18 January 2023)
D Activille (appointed 31 March 2023)
C J F Andrews (appointed 31 March 2023)
J M Davies (appointed 31 March 2023)




Registered number
14602558



Registered office
1st Floor 4 Tabernacle Street

London

EC2A 4LU




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

Stockport

Cheshire

SK1 3GG





 
Kerb Group Limited
 

Contents



Page
Group strategic report
 
1 - 2
Directors' report
 
3 - 4
Independent auditors' report
 
5 - 8
Consolidated statement of comprehensive income
 
9
Consolidated balance sheet
 
10
Company balance sheet
 
11
Consolidated statement of changes in equity
 
12
Company statement of changes in equity
 
13
Consolidated statement of cash flows
 
14
Consolidated analysis of net debt
 
15
Notes to the financial statements
 
16 - 45


 
Kerb Group Limited
 
 
Group Strategic Report
For the Period Ended 31 March 2024

Introduction
 
The Company was incorporated on 18 January 2023 and commenced its trade on 31 March 2023, following a restructure. The directors present the strategic report, together with the audited consolidated financial statements for the period ended 31 March 2024.

Business review
 
Kerb Group is a London-based food business that specialises in curating and operating vibrant food halls, running dynamic events, and championing independent street food traders. Through its social enterprise arm, KERB+, the group supports the growth of small food businesses and creates opportunities for underrepresented entrepreneurs. With a commitment to innovation and community, KERB delivers exceptional food experiences while fostering sustainable business practices.
 
The Group has three main operating divisions:

Event catering; both corporate prepaid and retail
Fixed leased locations 
Management agreements

The business has seen growth across all areas this financial year and as we enter YE25, we are forecasting this to continue - with some new projects in the pipeline.
This is the first year reporting for Kerb Group, with the group delivering adjusted revenue of £19.2m. This was driven by a number of new, large, high profile events and new management contracts becoming live. During the year, the company continued to operate at a number of high profile locations, cementing its position as the market leader. 
Net cash in bank and at hand was £1.4m.

Principal risks and uncertainties
 
Economic and market risks
Whilst considerable uncertainty remains around the broader economic outlook for the UK, the company believes that through delivery of an excellent and consistent offer, a strong brand, effective management controls and utilisation of technology, it can withstand market pressures.
Inflation
In line with the wider hospitality market the company has seen the impact of inflation on input costs across cost of sales and overheads. Management pays close attention to inflationary pressures and continues to work with suppliers to ensure margins are protected.
Energy Costs
Higher energy costs led to an increase in overheads in 2024. Unfortunately, we are in contract until September 2025, where we anticipate to see savings based on the current market conditions. 
Energy remains volatile, so we have started the process early to explore all avenues. In the meantime, energy reduction schemes are implemented to manage costs.
 
Page 1

 
Kerb Group Limited
 

Group Strategic Report (continued)
For the Period Ended 31 March 2024

Health & Safety
Food safety is of paramount importance to the company, at all fixed and pop up locations, in addition to the general health and safety of both employees and customers. The company works closely with local authorities and health and safety experts to ensure best practice and standards are always in place. Regular internal and external audits are conducted at all locations.
Recruitment
People are central to the performance of the company and management continue to place a high priority on hiring, developing and retaining the best talent in the industry. This has allowed the company to attract and retain employees in a competitive market. This is evidenced by the company being recognised as one of the Best UK Companies to Work For.

Financial key performance indicators
 
The financial performance of the company is measured using several key performance indicators (KPIs), including turnover, adjusted EBITDA and adjusted EBITDA margin.

Other key performance indicators
 
Management continues to monitor performance by using financial and non-financial KPIs on an on-going basis. Non-financial KPIs include food safety standards, staff turnover and engagement, customer satisfaction and sustainability.


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



S M Mitchell
Director

Date: 17 January 2025

Page 2

 
Kerb Group Limited
 
 
 
Directors' Report
For the Period Ended 31 March 2024

The directors present their report and the financial statements for the period ended 31 March 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group'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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the period, after taxation, amounted to £100,731.

The directors do not recommend the payment of a final dividend.

Directors

The directors who served during the period were:

S M Mitchell (appointed 18 January 2023)
D Activille (appointed 31 March 2023)
C J F Andrews (appointed 31 March 2023)
J M Davies (appointed 31 March 2023)

Future developments

Looking forward, we have two new international openings confirmed for YE25: one in Copenhagen and the other in San Francisco, with a number of additional opportunities in the pipeline.
In addition to growth within fixed locations and management agreements, we are also continuing to increase the number of venues where we are a preferred or exclusive catering partner. Our event catering arm continues to expand its national footprint, with new opportunities emerging in the Midlands and Margate.

Page 3

 
Kerb Group Limited
 
 
 
Directors' Report (continued)
For the Period Ended 31 March 2024

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 and the Group'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 and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsHurst Accountants Limitedwere appointed during the period and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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




S M Mitchell
Director

Date: 17 January 2025

Page 4

 
Kerb Group Limited
 
 
 
Independent Auditors' Report to the Members of Kerb Group Limited
 

Opinion


We have audited the financial statements of Kerb Group Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 March 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 of the parent Company's affairs as at 31 March 2024 and of the Group's profit for the 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 Group 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 Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Page 5

 
Kerb Group Limited
 
 
 
Independent Auditors' Report to the Members of Kerb Group Limited (continued)


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 Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the 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 the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept 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 Directors' Responsibilities Statement set out on page 3, 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.
 


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue 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 Group 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:
 

 
Page 6

 
Kerb Group Limited
 
 
 
Independent Auditors' Report to the Members of Kerb Group Limited (continued)


Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
 
The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
The outcome of enquiries of local management and parent company management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud. 
Supporting documentation relating to the Company's policies and procedures for:
°Identifying, evaluating, and complying with laws and regulations
°Detecting and responding to the risks of fraud
The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Anti-bribery and Corruption.

Audit response to risks identified
Our procedures to respond to the risks identified included the following:

Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities.
Enquiring of management about any actual and potential litigation and claims.
Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.

We have also considered the risk of fraud through management override of controls by:

Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.
Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them.  Also, 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 or intentional misrepresentations, or through collusion.


Page 7

 
Kerb Group Limited
 
 
 
Independent Auditors' Report to the Members of Kerb Group Limited (continued)


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.


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 2006Our 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.




Mike Jackson (senior statutory auditor) 
for and on behalf of
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors
Stockport
Cheshire
SK1 3GG

17 January 2025
Page 8

 
Kerb Group Limited
 
 
Consolidated Statement of Comprehensive Income
For the Period Ended 31 March 2024

Period ended
31 March
2024
Note
£

  

Turnover
 4 
19,184,401

Cost of sales
  
(9,773,235)

Gross profit
  
9,411,166

Administrative expenses
  
(9,192,917)

Operating profit
 5 
218,249

Interest receivable and similar income
 9 
1,821

Interest payable and similar expenses
 10 
(142,173)

Profit before taxation
  
77,897

Tax on profit
 11 
22,834

Profit for the financial period
  
100,731

  

The notes on pages 16 to 45 form part of these financial statements.

Page 9

 
Kerb Group Limited
Registered number: 14602558

Consolidated Balance Sheet
As at 31 March 2024

31 March
2024
Note
£

Fixed assets
  

Intangible assets
 12 
4,893,762

Tangible assets
 13 
2,009,563

  
6,903,325

Current assets
  

Stocks
 15 
177,261

Debtors: amounts falling due within one year
 16 
4,015,941

Cash at bank and in hand
 17 
1,430,018

  
5,623,220

Creditors: amounts falling due within one year
 18 
(4,245,160)

Net current assets
  
 
 
1,378,060

Total assets less current liabilities
  
8,281,385

Creditors: amounts falling due after more than one year
 19 
(2,084,810)

Net assets
  
6,196,575


Capital and reserves
  

Called up share capital 
 22 
873

Share premium account
 23 
6,094,971

Profit and loss account
 23 
100,731

  
6,196,575


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




S M Mitchell
Director

Date: 17 January 2025

The notes on pages 16 to 45 form part of these financial statements.

Page 10

 
Kerb Group Limited
Registered number: 14602558

Company Balance Sheet
As at 31 March 2024

31 March
2024
Note
£

Fixed assets
  

Intangible assets
 12 
14,244

Tangible assets
 13 
4,864

Investments
 14 
3,928,275

  
3,947,383

Current assets
  

Debtors: amounts falling due within one year
 16 
2,213,920

Cash at bank and in hand
 17 
610,014

  
2,823,934

Creditors: amounts falling due within one year
 18 
(507,420)

Net current assets
  
 
 
2,316,514

Total assets less current liabilities
  
6,263,897

  

Provisions for liabilities
  

Deferred taxation
  
(313)

Net assets
  
6,263,584


Capital and reserves
  

Called up share capital 
 22 
873

Share premium account
 23 
6,094,971

Profit and loss account
  
167,740

  
6,263,584


The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The loss for the parent company for the year was £167,740.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


S M Mitchell
Director

Date: 17 January 2025

The notes on pages 16 to 45 form part of these financial statements.

Page 11

 

 
Kerb Group Limited


 

Consolidated Statement of Changes in Equity
For the Period Ended 31 March 2024



Called up share capital
Share premium account
Profit and loss account
Total equity


£
£
£
£





Comprehensive income for the period


Profit for the period
-
-
100,731
100,731

Total comprehensive income for the period
-
-
100,731
100,731



Contributions by and distributions to owners


Shares issued during the period
873
6,094,971
-
6,095,844



Total transactions with owners
873
6,094,971
-
6,095,844



At 31 March 2024
873
6,094,971
100,731
6,196,575



The notes on pages 16 to 45 form part of these financial statements.

Page 12

 
Kerb Group Limited
 

Company Statement of Changes in Equity
For the Period Ended 31 March 2024


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


Comprehensive income for the period

Profit for the period
-
-
167,740
167,740
Total comprehensive income for the period
-
-
167,740
167,740


Contributions by and distributions to owners

Shares issued during the period
873
6,094,971
-
6,095,844


Total transactions with owners
873
6,094,971
-
6,095,844


At 31 March 2024
873
6,094,971
167,740
6,263,584


The notes on pages 16 to 45 form part of these financial statements.

Page 13

 
Kerb Group Limited
 

Consolidated Statement of Cash Flows
For the Period Ended 31 March 2024

Period ended
31 March
2024
£

Cash flows from operating activities

Profit for the financial period
100,731

Adjustments for:

Amortisation of intangible assets
548,928

Depreciation of tangible assets
507,225

Loss on disposal of tangible assets
1,778

Interest paid
142,173

Interest received
(1,821)

Taxation charge
(22,834)

Increase in stocks
(177,261)

Increase in debtors
(3,896,974)

Increase in amounts owed by related parties
(40,342)

Increase in creditors
2,932,154

Increase in amounts owed to related parties
252,488

Net cash generated from operating activities

346,245


Cash flows from investing activities

Purchase of intangible fixed assets
(17,124)

Purchase of tangible fixed assets
(319,329)

Interest received
1,821

Acquisition of subsidiaries
(1,555,556)

Cash acquired
303,274

Net cash used in investing activities

(1,586,914)

Cash flows from financing activities

Other new loans
2,812,860

Interest paid
(142,173)

Net cash generated from financing activities
2,670,687

Net increase in cash and cash equivalents
1,430,018

Cash and cash equivalents at the end of period
1,430,018


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
1,430,018

1,430,018


Page 14

 
Kerb Group Limited
 

Consolidated Analysis of Net Debt
For the Period Ended 31 March 2024




Cash flows
Acquisition and disposal of subsidiaries
At 31 March 2024
£

£

£

Cash at bank and in hand

2,950,059

(1,520,041)

1,430,018

Debt due after 1 year

-

(2,084,810)

(2,084,810)

Debt due within 1 year

-

(728,050)

(728,050)


2,950,059
(4,332,901)
(1,382,842)

The notes on pages 16 to 45 form part of these financial statements.

Page 15

 
Kerb Group Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 March 2024

1.


General information

Kerb Group Limited ("the Company") is a private company limited by share capital, incorporated in England & Wales, company number 14602558.  The address of the registered office and the principal place of business is 1st Floor 4 Tabernacle Street, London, England, EC2A 4LU.
The company was incorporated on 18 January 2023 and commenced trading following the acquisition of its trading subsidiaries on 1 April 2023.  The Group consists of Kerb Group Limited and its subsidiaries, Kerb Ventures, Kerb Events, Cucumber Holdings Limited, Kerb Seven Dials Limited, Kerb Berlin Limited and Saluhall SF Inc.
The nature of the Company's operation is that of a holding company.  The nature of the Group's operations is that of the provision of pop-up catering services and the operation of food halls.

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK 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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 16

 
Kerb Group Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 March 2024

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 17

 
Kerb Group Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 March 2024

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is derived from:
 
Bar sales.
Commissions from vendor food sales.
Event management services.
Management and licence fees.

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

Operating leases: the Group as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 18

 
Kerb Group Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 March 2024

2.Accounting policies (continued)

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.

 
2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.9

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

Page 19

 
Kerb Group Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 March 2024

2.Accounting policies (continued)

 
2.10

Current and deferred taxation

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 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 balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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 tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.11

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Page 20

 
Kerb Group Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 March 2024

2.Accounting policies (continued)


2.11
Intangible assets (continued)

 The estimated useful lives range as follows:

Goodwill
-
10
years
Computer Software
-
20
% straight-line

The trademark is recognized at a nominal value of £1 and is not amortised due to its immaterial value. It is reviewed annually for impairment in accordance with FRS 102 requirements to ensure that its carrying value does not exceed its recoverable amount. Given the nominal valuation, the trademark is considered to have an indefinite useful life, as it is not expected to result in significant economic inflows or outflows.

 
2.12

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, usig the methods indicated below.

Depreciation is provided on the following basis:

Long-term leasehold property
-
12%
straight-line
Plant and machinery
-
25%
reducing balance
Motor vehicles
-
20%
straight-line
Fixtures and fittings
-
25%
straight-line
Computer equipment
-
33%
reducing balance
Other fixed assets
-
50%
straight-line

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.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is 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.

Page 21

 
Kerb Group Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 March 2024

2.Accounting policies (continued)

 
2.15

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.

 
2.16

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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.17

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.

 
2.18

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.19

Financial instruments

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

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
 
Page 22

 
Kerb Group Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 March 2024

2.Accounting policies (continued)


2.19
Financial instruments (continued)


Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
 
Page 23

 
Kerb Group Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 March 2024

2.Accounting policies (continued)


2.19
Financial instruments (continued)


Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgements and estimates that affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the reporting period. Actual outcomes may differ from these judgements, estimates and assumptions. The judgements, estimates and assumptions that have the most significant effect on the carrying value of assets and liabilities of the Group as at 31 March 2024 are discussed below:
Business Combinations and Goodwill
The cost of business combinations is the fair value of the consideration given plus the costs directly attributable to the business combination. On acquisition of a business, fair values are attributed to the assets and liabilities acquired unless the fair value cannot be measured reliably, in which case the value is incorporated as goodwill. The value of goodwill is considered with reference to the value of the cash generating units to which it relates.
There were no indications that goodwill was impaired at the balance sheet date. Goodwill is written off in line with the provisions of FRS 102. There is significant uncertainty when determining a period over which goodwill should be written off; management have decided to use the maximum permitted under the standard of 10 years.

Page 24

 
Kerb Group Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 March 2024

4.


Turnover

An analysis of turnover by class of business is as follows:


Period ended
31 March
2024
£

Bar sales
7,765,828

Event management
5,626,963

Commission
4,875,630

Management and licence fee
915,980

19,184,401


All turnover arose within the United Kingdom.


5.


Operating profit

The operating profit is stated after charging:

Period ended
31 March
2024
£

Research & development charged as an expense
789

Exchange differences
4,153

Other operating lease rentals
1,622,252


6.


Auditors' remuneration

During the period, the Group obtained the following services from the Company's auditors:


Period ended
31 March
2024
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
18,750

Fees payable to the Company's auditors in respect of:

The auditing of accounts of associates of the Company
25,000

Taxation compliance services
6,775

All non-audit services not included above
5,100

Page 25

 
Kerb Group Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 March 2024

7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
31 March
2024
£


Wages and salaries
4,471,472

Social security costs
439,234

Costs of defined contribution scheme
69,192

4,979,898

The average monthly number of employees, including the directors, during the period was as follows:


Group
31 March
Company
31 March
2024
2024
No.
No.


Employees
121
17


8.


Directors' remuneration

Period ended
31 March
2024
£

Directors' emoluments
237,163

Group contributions to defined contribution pension schemes
2,642

239,805


During the period retirement benefits were accruing to 2 directors in respect of defined contribution pension schemes.

The highest paid director received remuneration of £121,813.

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 .

Page 26

 
Kerb Group Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 March 2024

9.


Interest receivable

Period ended
31 March
2024
£


Other interest receivable
1,821


10.


Interest payable and similar expenses

Period ended
31 March
2024
£


Bank interest payable
12,104

Other loan interest payable
130,069

142,173

Page 27

 
Kerb Group Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 March 2024

11.


Taxation


Period ended
31 March
2024
£

Corporation tax


Current tax on profits for the year
55,791


Total current tax
55,791

Deferred tax


Origination and reversal of timing differences
(78,625)

Total deferred tax
(78,625)


Tax on profit
(22,834)

Factors affecting tax charge for the period

The tax assessed for the period is lower than the standard rate of corporation tax in the UK of 25%. The differences are explained below:

Period ended
31 March
2024
£


Profit on ordinary activities before tax
77,897


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%
17,241

Effects of:


Non-tax deductible amortisation of goodwill and impairment
134,553

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
6,132

Depreciation on ineligible assets
88,537

Tax credits
(389)

Movement in deferred tax not recognised
(268,908)

Total tax charge for the period
(22,834)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 28

 
Kerb Group Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 March 2024

12.


Intangible assets

Group





Trademarks
Computer software
Goodwill
Total

£
£
£
£



Cost


Additions
1
17,123
-
17,124


On acquisition of subsidiaries
-
43,464
5,382,102
5,425,566



At 31 March 2024

1
60,587
5,382,102
5,442,690



Amortisation


Charge for the period on owned assets
-
10,718
538,210
548,928



At 31 March 2024

-
10,718
538,210
548,928



Net book value



At 31 March 2024
1
49,869
4,843,892
4,893,762



Company




Trademarks
Computer software
Total

£
£
£



Cost


Additions
1
14,243
14,244



At 31 March 2024

1
14,243
14,244






Net book value



At 31 March 2024
1
14,243
14,244

Page 29

 
Kerb Group Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 March 2024

13.


Tangible fixed assets

Group








Long-term leasehold property
Plant and machinery
Motor vehicles
Office equipment
Computer equipment
Other fixed assets
Total

£
£
£
£
£
£
£



Cost


Additions
150,867
151,422
-
699
16,341
-
319,329


Acquisition of subsidiary
1,788,427
351,671
12,714
-
39,062
7,363
2,199,237


Disposals
-
(4,215)
-
-
-
-
(4,215)



At 31 March 2024

1,939,294
498,878
12,714
699
55,403
7,363
2,514,351



Depreciation


Charge for the period
368,463
117,610
3,051
231
13,178
4,692
507,225


Disposals
-
(2,437)
-
-
-
-
(2,437)



At 31 March 2024

368,463
115,173
3,051
231
13,178
4,692
504,788



Net book value



At 31 March 2024
1,570,831
383,705
9,663
468
42,225
2,671
2,009,563

Page 30

 
Kerb Group Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 March 2024

           13.Tangible fixed assets (continued)


Company









Office equipment
Computer equipment
Total

£
£
£

Cost


Additions
699
5,743
6,442



At 31 March 2024

699
5,743
6,442



Depreciation


Charge for the period
231
1,347
1,578



At 31 March 2024

231
1,347
1,578



Net book value



At 31 March 2024
468
4,396
4,864







14.


Fixed asset investments

Company








Investments in subsidiary companies

£



Cost or valuation


Additions (note 25)
3,928,275



At 31 March 2024
3,928,275




Page 31

 
Kerb Group Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 March 2024

Direct subsidiary undertakings


The following were direct subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Kerb Ventures Limited
First Floor, 4 Tabernacle Street, London, England, EC2A 4LU
Ordinary
100%
Kerb Events Limited
First Floor, 4 Tabernacle Street, London, England, EC2A 4LU
Ordinary
100%
Cucumber Holdings Limited
First Floor, 4 Tabernacle Street, London, England, EC2A 4LU
Ordinary
100%


Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Saluhall SF Inc *
945 Market Street San Francisco CA 94103
Ordinary
100%
Kerb Berlin Limited *
First Floor, 4 Tabernacle Street, London, England, EC2A 4LU
Ordinary
100%
Kerb Seven Dials Limited *
First Floor, 4 Tabernacle Street, London, England, EC2A 4LU
Ordinary
100%

* is a direct subsidiary of Kerb Ventures Limited
All subsidiaries, whether directly or indirectly owned, are included in the consolidation.
Saluhall SF Inc., an indirect subsidiary of the group, has a financial year-end of 31 December 2023, which differs from the group’s reporting date of 31 March 2024. This difference arises due to local regulatory and operational considerations. For the purposes of consolidation, the financial information of Saluhall SF Inc. as at 31 December 2023 has been included in the group accounts, as obtaining 31 March 2024 figures was impractical. Management has reviewed transactions and events from 1 January 2024 to 31 March 2024 and concluded that there were no material adjustments required to the consolidated financial statements.


15.


Stocks

Group
31 March
2024
£

Goods for resale
177,261


Page 32

 
Kerb Group Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 March 2024

16.


Debtors

Group
31 March
Company
31 March
2024
2024
£
£


Trade debtors
1,843,289
9,715

Amounts owed by group undertakings
-
2,047,032

Amounts owed by related parties
40,342
-

Other debtors
1,286,318
71,790

Prepayments and accrued income
714,212
85,383

Deferred taxation
131,780
-

4,015,941
2,213,920


Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
Included in other debtors is £1,022,434 relating to Berlin opening costs, which are expected to be recharged upon opening.


17.


Cash and cash equivalents

Group
31 March
Company
31 March
2024
2024
£
£

Cash at bank and in hand
1,430,018
610,014


Page 33

 
Kerb Group Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 March 2024

18.


Creditors: Amounts falling due within one year

Group
31 March
Company
31 March
2024
2024
£
£

Other loans
728,050
-

Trade creditors
1,003,944
114,897

Amounts owed to group undertakings
-
147

Amounts owed to related parties
252,488
-

Corporation tax
55,791
55,791

Other taxation and social security
520,229
180,441

Other creditors
74,010
3,834

Accruals and deferred income
1,610,648
152,310

4,245,160
507,420


Included in other loans is £390,000 which is interest-free and unsecured. An additional £250,000 is secured by a fixed and floating charge over all the assets of Kerb Seven Dials Limited. Interest on this loan is based on SONIA plus a margin, capped at a maximum rate of 5%. The remaining £88,050 is a working capital loan advanced to Saluhall SF Inc., which had not commenced trading as of the year-end, this is interest-free and unsecured.


19.


Creditors: Amounts falling due after more than one year

Group
31 March
2024
£

Other loans
2,084,810


The other loan is secured by a fixed and flaoting charge over all the assets of Kerb Seven Dials Limited.  Interest is charged based on SONIA plus a margin, capped at a maximum rate of 5%.



Page 34

 
Kerb Group Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 March 2024

20.


Loans


Analysis of the maturity of loans is given below:


Group
31 March
2024
£

Amounts falling due within one year

Other loans
728,050

Amounts falling due 1-2 years

Other loans
500,000

Amounts falling due 2-5 years

Other loans
1,584,810


2,812,860


Page 35

 
Kerb Group Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 March 2024

21.


Deferred taxation


Group



2024


£






Charged to profit or loss
78,625


Arising on business combinations
53,155



At end of year
131,780

Company


2024


£






Charged to profit or loss
(313)



At end of year
(313)

The deferred tax asset is made up as follows:

Group
31 March
Company
31 March
2024
2024
£
£

Accelerated capital allowances
(61,879)
(1,216)

Tax losses carried forward
190,988
-

Other short term timing differences
2,671
903

131,780
(313)

Page 36

 
Kerb Group Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 March 2024

22.


Share capital

31 March
2024
£
Allotted, called up and fully paid


33,200 Class A shares of £0.01 each
332
29,600 Class C shares of £0.01 each
296
24,500 Class D shares of £0.01 each
245

873


The Company was incorporated on 18 January 2023, issuing 1 ordinary share with a nominal value of £1.00.
On 31 March 2023, the Company subdivided this single ordinary share into 100 ordinary shares with a nominal value of £0.01 each. On the same date, the Company issued 33,050 A Ordinary shares at £0.01 each, 29,600 C Ordinary shares at £0.01 each, and 24,500 Ordinary shares at £0.01 each.
In accordance with Section 612 of the Companies Act 2006, merger relief was applied to 33,050 A Ordinary shares and 9,190 C Ordinary shares. The amount paid for each of the remaining shares was £135.72.
The Company has established multiple classes of shares. Each class carries full voting, dividend, and capital distribution rights but does not confer any rights of redemption. The A Ordinary Shares entitle the majority of their holders to appoint two directors, while the C Ordinary and D Ordinary Shares entitle their majority holders to appoint one director each.


23.


Reserves

Share premium account

The share premium account includes any premiums received on issue of share capital. Any transaction costs
associated with the issuing of shares are deducted from share premium.

Page 37

 
Kerb Group Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 March 2024

24.


Share-based payments

The group operates an Enterprise Management Incentive ("EMI") scheme, which allows key management to acquire shares in the parent company.  The directors consider the market value of the options to be immaterial at the point of issue and therefore there is no share-based payment expense.
Below is a summary of the options currently granted.

31 March
Weighted average exercise price (pence)
2024
Number
2024

Granted during the year

234

5,200

Outstanding at the end of the year
234

5,200





Page 38

 
Kerb Group Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 March 2024

25.
 

Business combinations

On 31 March 2023 the Company acquired 100% of the share capital of Kerb Events Limited, Cucumber Holdings Limited and 50% of Kerb Ventures Limited.
The acquisitions of Kerb Events Limited, Cucumber Holdings Limited, and Kerb Ventures Limited have been accounted for using the acquisition method in accordance with FRS 102. The identifiable assets and liabilities of the acquired entities were assessed for fair value at the acquisition date, and in these cases, the book values were deemed to approximate their fair values. Any excess consideration has been recognized as goodwill.

Acquisition of Kerb Ventures Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
1,980,120
-
1,980,120

1,980,120
-
1,980,120

Current Assets

Stocks
108,531
-
108,531

Debtors
1,433,339
-
1,433,339

Cash at bank and in hand
43,387
-
43,387

Total Assets
3,565,377
-
3,565,377

Creditors

Due within one year
(1,502,702)
-
(1,502,702)

Due after more than one year
(3,511,343)
-
(3,511,343)

Total Identifiable net liabilities
(1,448,668)
-
(1,448,668)


Goodwill
3,642,460

Total purchase consideration
2,193,792

Consideration

£


Equity instruments
782,019

Capital contribution
1,322,520

Directly attributable costs
89,253

Total purchase consideration
2,193,792

Page 39

 
Kerb Group Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 March 2024

25.Business combinations (continued)

Cash outflow on acquisition

£

Less: Cash and cash equivalents acquired
(43,387)

Net cash inflow on acquisition
(43,387)

The results of Kerb Ventures Limited since acquisition are as follows:

Current period since acquisition
£

Turnover
8,050,725

Profit for the period since acquisition
359,932



Page 40

 
Kerb Group Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 March 2024

25.Business combinations (continued)

Acquisition of Kerb Events Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
219,119
-
219,119

Intangible
43,464
-
43,464

262,583
-
262,583

Current Assets

Stocks
17,391
-
17,391

Debtors
815,786
-
815,786

Cash at bank and in hand
259,887
-
259,887

Deferred tax
53,155
-
53,155

Total Assets
1,408,802
-
1,408,802

Creditors

Due within one year
(1,146,517)
-
(1,146,517)

Due after more than one year
(350,000)
-
(350,000)

Total Identifiable net liabilities
(87,715)
-
(87,715)


Goodwill
955,081

Total purchase consideration
867,366

Consideration

£


Cash
777,902

Equity instruments
211

Directly attributable costs
89,253

Total purchase consideration
867,366

Page 41

 
Kerb Group Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 March 2024

25.Business combinations (continued)

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
777,902

777,902

Less: Cash and cash equivalents acquired
(259,887)

Net cash outflow on acquisition
518,015

The results of Kerb Events Limited since acquisition are as follows:

Current period since acquisition
£

Turnover
11,116,598

Profit for the period since acquisition
228,335

Acquisition of Cucumber Holdings Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Current Assets

Debtors
344,623
-
344,623

Total Assets
344,623
-
344,623

Creditors

Due within one year
(262,067)
-
(262,067)

Total Identifiable net assets
82,556
-
82,556


Goodwill
784,562

Total purchase consideration
867,118

Page 42

 
Kerb Group Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 March 2024

25.Business combinations (continued)

Consideration

£


Cash
777,654

Equity instruments
211

Directly attributable costs
89,253

Total purchase consideration
867,118

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
777,654

Net cash outflow on acquisition
777,654

Goodwill initially allocated to Cucumber Holdings Limited has been reassigned to Kerb Ventures Limited, as the acquisition effectively reflects Kerb Group Limited's ownership interest in Kerb Ventures Limited, the primary source of value within Cucumber Holdings Limited at the acquisition date.

The results of Cucumber Holdings Limited since acquisition are as follows:

Current period since acquisition
£

(Loss) for the period since acquisition
(352,551)

Page 43

 
Kerb Group Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 March 2024


26.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Group  to the fund and amounted to £69,192 . Contributions totalling £16,657 were payable to the fund at the balance sheet date and are included in creditors. 


27.


Commitments under operating leases

At 31 March 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
31 March
2024
£

Not later than 1 year
1,000,000

Later than 1 year and not later than 5 years
3,750,000

4,750,000
Page 44

 
Kerb Group Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 March 2024

28.


Related party transactions

Company
The Company has taken advantage of the exemption in FRS 102 Section 33.1A not to disclose transactions with other wholly-owned subsidiaries within the Group.
Amounts owed to Kerb Food Limited, a company under common control, totalled £138,221. Total sales and purchases made to this entity during the period were £6,151 and £391,480 respectively. 
Total sales and purchases made to Kerb Social Enterprise Limited, a company under common control, during the period were £70,073 and £51,592 respectively.  The net amounts owed from and to Kerb Social Enterprise totalled £9463.
Total sales made to Compass Group UK & Ireland, a shareholder of the group, during the period were £178,800.
Remuneration paid to Directors of Kerb Group Limited during the period were £239,805.
Group
The Group has taken advantage of the exemption in FRS 102 Section 33.1A not to disclose transactions with wholly-owned subsidiaries within the Group.
Amounts owed to Kerb Food Limited, a company under common control, totalled £59,862. Total sales and purchases made to this entity during the period were £23 and £250,305, respectively. The amounts owed from Kerb Food Limited totalled £70,560.
Total sales made to Kerb Social Enterprises Limited, a company under common control, during the period were £27,272. The amounts owed from Kerb Social Enterprises Limited totalled £5,724.
Total sales made to Compass Danmark A/S, a shareholder of the group, during the period were £604,862. The amounts owed from Compass Danmark A/S totalled £264,997.
Total sales made to Compass Group UK & Ireland, a shareholder of the group, during the period were £1,200. The net amounts owed to Compass Group UK & Ireland totalled £44,262, comprising £44,942 owed to Compass Group UK & Ireland and £680 owed from Compass Group UK & Ireland.
The Group also has loans owed to shareholders, including a loan of £2,334,810 from Sophie Management Limited and a loan of £390,000 from Compass Group UK & Ireland as at the year-end.


29.


Controlling party

There is no overall controlling party of Kerb Group Limited.

 
Page 45