The Directors present their strategic report for Cain PE (UK) Limited (the "Company") for the year ended 31 December 2024.
Principal activities
The Company’s principal activity is that of an investment holding entity which will invest in commercial business opportunities with the purpose of developing an investment portfolio. The Company’s investments are: Turin, Milan, Ryder, Ryder 2, Fusion, and Fitzrovia.
The Company’s investments trade primarily in the United Kingdom, but also have a presence in the United States of America, where Ryder and Ryder 2's subsidiaries operate venues.
Turin
Turin is the holding company for a chain of established Italian restaurants across the United Kingdom. As of 31 December 2024, the Company owns 90% of the share capital of Turin.
The Company made debt investments in Turin amounting to £nil (2023: £4,234,405). As of 31 December 2024, the Company holds an equity investment and a debt investment in Turin which were valued at £3,466,425 (2023: £22,168,199) and £30,378,723 (2023: £26,369,650) respectively.
In 2023, Rome, a subsidiary of Turin, entered a restructuring plan. As a result of the restructuring plan, the maturity of Turin's notes were extended from 16 December 2025 to 10 February 2027, and all of Rome's deferred consideration payables were forgiven. The forgiveness of Rome’s deferred consideration payables resulted in the Company’s assets and liabilities each being reduced by £422,774 in 2023.
Milan
Milan is the nominee of the Management Incentive Plan class of shares in Rome. Outside of statutory audit and taxation costs, Milan has no other business activity.
Ryder and Ryder 2
Ryder is the holding company for a chain of experiential leisure venues located in the United Kingdom and the United States of America. Ryder 2 is the subsidiary of Ryder and is the company under which the experiential leisure venues operate. The Company has invested in Ryder and Ryder 2.
In 2023, Ryder and Ryder 2 underwent a capital raise to further the development of future venues. In connection with the capital raise, the Company’s debt investment in Ryder 2 was exchanged for share capital in Ryder 2 and share capital in Ryder, and the Company's equity investment in the preferred shares of Ryder was exchanged for ordinary shares in Ryder. As of 31 December 2024, the Company owns 89.5% (2023: 89.5%) of the share capital in Ryder and 19.1% (2023: 12%) of the share capital in Ryder 2.
In addition to the aforementioned capital raise, the Company made $9,500,000 (£7,573,719) of equity investments in Ryder 2 during 2023. In 2024, the Company made $18,778,814 (£14,742,461) of equity investments in Ryder 2. As of 31 December 2024, the Company’s equity investment in Ryder and Ryder 2 were valued at £24,196,654 (2023: £40,181,863) and£21,893,480 (2023: £18,062,569), respectively.
Fusion
Fusion is the holding company for a high-end Israeli-Asian fusion restaurant which was located in London. As of 31 December 2024, the Company owns 50% of the share capital of Fusion.
In 2023, the Company made £455,000 of debt investments in Fusion 2, a subsidiary of Fusion. In 2023, Fusion and Fusion 2 ceased operations. In 2024, the debt investments between the Company and Fusion 2 were forgiven. As of 31 December 2024, the Company’s equity investment in Fusion is valued at nil (2023: nil). In 2025, Fusion 2 entered into liquidation.
Fitzrovia
In 2024, Cain PE LLC contributed 0.01% of its ownership interest in Fitzrovia to the Company. The Company's ownership in Fitzrovia is secured by the lender to Fitzrovia's parent company. As of 31 December 2024, the Company's investment in Fitzrovia is valued at £nil.
Results and performance of the Company
The results of the Company for the year are set out on page 10 and show a loss on activities before taxation of £41,788,984 (2023: £8,319,981). The increase in loss is primarily due to a decrease in valuations of the Company’s investments as compared to the prior year.
The decline in the valuation of the Company’s investment in Turin is attributable to a reduction in the forecasted annual EBITDA. However, an improved performance is anticipated for 2025, following a change in corporate leadership and with various cost-savings and growth strategies implemented. The decline in the valuations of the Company’s investments in Ryder and Ryder 2 reflects a reduction in the number of anticipated future Ryder 2's site openings. The current year investment in Ryder 2 is in line with the business plan of the Company.
The balance sheet is shown on page 11 of the financial statements. The main movements relate to fundings of the Company’s equity and debt investments, coupled with fair value adjustments and restructuring of its equity investments.
Principal risks and uncertainties
The Company’s investments, and by analogy the Company itself, exist in a constantly changing economic and competitive environment. The Company has put in place appropriate processes to actively monitor, manage, and mitigate intrinsic and external risks to its investments. These risks are inclusive but not limited to the following risks outlined below: Financial, Liquidity, and Competition risks. The below list is not intended to be an exhaustive list of the risks faced by the Company.
Financial risks
The Company’s principal financial assets are equity investments and debt investments made in its investments. Financial risks to the Company include credit risk, fair value loss of investments risk, and foreign exchange risk.
Credit risk is the risk that one party of a financial instrument will cause a financial loss for the other party by failing to discharge its obligations.
The Company holds debt instruments in its investments. There is a risk that should the investments perform poorly then they will be unable to repay the debt instruments. The Company continuously monitors the performance of its investments to mitigate the risk of a default on a debt investment.
Fair value loss of investments risk is the risk that poor performance of the investments held by the Company might have a material impact on the investments’ valuation in the financial statements.
Foreign exchange risk refers to the potential for loss from exposure to foreign exchange rate fluctuations. The Company currently holds equity investments which are denominated in U.S. Dollars. The U.S. Dollar to British Pound exchange rate weakened from 1.2748 on 31 December 2023 to 1.252 as of 31 December 2024. If the U.S. Dollar to British Pound exchange rate strengthens, it will cause a devaluation of the debt investment. As of 25 July 2025, the U.S. Dollar to British Pound exchange rate is 1.3436. It is uncertain whether the foreign exchange rate will strengthen or weaken going forward.
Liquidity Risk
The Company does not currently generate positive cash flows from its investments and is reliant on its shareholders for the funding of operating expenses and contractual commitments to its investee entities.
Competition Risk
Competition in the hospitality marketplace remains an ongoing risk and has the potential to impact future investment valuations as other entities enter the hospitality marketplace. The Company’s investments manage this risk by continually assessing and reviewing the performance of their operations and developing and implementing best practices.
Key performance indicators
As the Company is a holding company, the directors do not make use of any key performance indicators other than the fair value of the investments.
Section 172(1) statement
Where a Company meets the relevant thresholds under the Companies (Miscellaneous Reporting) Regulations 2018, it is required to explain in its Directors' report and on its website how its Directors have considered and applied their statutory duty to promote the success of the Company under Section 172 of the Companies Act 2006 (“Section 172”).
Key stakeholders and engagement
The key stakeholders of the Company are its shareholders and its investees. Essential to this interest is effective management and communication. The Board of Directors (the “Board”) understands the need to regularly review the identity of the Company’s stakeholders as they make decisions in accordance with Section 172 duties.
Principal decisions
Currently, the Board is responsible for making the Company’s material decisions. The Directors have taken the view that material decisions are those which involve the management and funding of the debt and equity investments of the Company. Some of the material decisions which occurred in 2024 involved making further equity and debt investments in its investees. Please see the Principal activities for more information regarding these decisions.
Engagement with the key stakeholders statement
The Company is required to disclose a statement on behalf of how the Directors have engaged with the key stakeholders and how they have taken account of the stakeholders' interests. The interests of the Company’s stakeholders include robust financial statements, sound investment and capital allocation, profitable growth, and effective communication of strategy. The Directors on the Board are also representatives of the Company's majority shareholder. This allows the Board to ensure that the Company’s interests align with its shareholders' interest.
On behalf of the board
The Directors present their report and financial statements of Cain PE (UK) Limited (the "Company") for the year ended 31 December 2024.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Qualifying third party indemnity provisions
The Company has granted an indemnity to its directors against liability in respect of proceedings brought by third parties, subject to the conditions set out in section 234 of the Companies Act 2006. Such qualifying third party indemnity provision remains in force as at the date of approving the Directors' Report.
The auditor, Ernst & Young LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.
As the Company consumed less than 40,000 kWh during the year it is exempt from disclosing SECR information.
Going Concern
The financial statements have been prepared on a going concern basis, which assumes the Company will be able to meet its liabilities as and when they fall due from the date of approval of the financial statements through to 30 September 2026. At 31 December 2024, the Company has net current liabilities of £38,762,640 (2023- £23,097,441) and net assets of £40,099,333 (2023 - £82,777,765). The Company's current liabilities as at the balance sheet date predominantly relate to a shareholder loan from its majority shareholder, Cain PE LLC. The directors have assessed the going concern period under assessment to be the period from the date of approval of the financial statements through to 30 September 2026 (the ‘going concern period’).
The Company has received confirmation from Cain PE LLC, that it will not demand repayment of the shareholder loan due until 30 September 2026 or until the Company is in a position to repay any amounts called upon.
The Company is dependent on Cain PE LLC for all of its working capital needs and other contractual commitments to certain investee entities of the Company. The directors of the Company have prepared a robust forecast of the anticipated operational outgoings over its going concern period which considers severe but plausible downside risks. The directors are also aware that the Company has a contractual commitment to provide investment funding to certain investee entities of the Company during the going concern period. In preparing the cash flow forecast for the Company over the going concern period, the directors have considered both committed and uncommitted investment contributions to the investees of the Company that will fall due within the going concern period.
The Directors of the Company are confident that its direct and indirect shareholders will continue to fund the operational outgoings, and investment commitments if the Company is not in a position to fund such costs and commitments. The directors have made sufficient enquires to be confident that the shareholders have the ability to provide support throughout the going concern period. Given the Company’s strategic importance as an investment holding entity and the contractual nature of commitment the directors are confident that the Company’s direct and indirect shareholders have a willingness to continue to provide funding to protect their economic interests. This is evidenced by the provision of a letter of support to the Directors of the Company, ad infinitum, from the shareholders of Cain International LP, the parent entity of Cain PE LLC, - Eldridge CH GP LLC, Eldridge CH LP LLC and Holne Investments Limited. This is consistent with their historical track record; shareholders of the Cain International LP group of which the Company is an indirect subsidiary, always provided financial support to the Company if and when needed since the group’s formation in 2016. This is also demonstrated by events subsequent to the year end, whereby the Company’s majority shareholder has provided £5,901,761 for meeting the Company’s contractual investment commitments and £201,815 for its working capital requirements.
The directors believe that the quantum of the support provided to the Company is sufficient to cover all contractual committed and uncommitted investment contributions and working capital requirements including in the event of severe but plausible circumstances.
Future developments
Looking forward, while future business patterns cannot be predicted, the Company remains well suited to make further investments should strategic opportunities present themselves.
We have audited the financial statements of Cain PE (UK) Limited for the year ended 31 December 2024 which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity, Statement of cash flows and the related notes1 to 19, 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 FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for a period to 30 September 2026.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company’s ability to continue as a going concern.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Explanation as to what extent the audit was considered 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 irregularities, including fraud. 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those that relate to the accounting and reporting framework such as FRS 102 “The Financial Reporting Standard applicable in the UK” and the Companies Act 2006, and any relevant direct tax legislation. In addition, we concluded that there are laws and regulations that may have an effect on the amounts and disclosures in the financial statements and laws and regulations which govern the way in which the company does business, including those relating to data protection, and anti-bribery and corruption, including anti money laundering.
We understood how the company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures. We have corroborated these enquiries through our review of minutes of board meetings, as well as validating how policies and procedures in these areas are communicated and monitored.
We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur by making enquiries of management and those charged with governance. We also considered management’s incentives around improving the performance of the company, the opportunities available to execute any such actions through management override as well as the controls that the company has established to address any such risks identified, including to prevent, deter and detect fraud and the monitoring of such controls by management. The risk of management override of controls in determining the fair valuation of investments was considered to be a fraud risk and we performed audit procedures to address this risk. These procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error.
Based on this understanding we designed our audit procedures to identify noncompliance with such laws and regulations. Our procedures involved supplementing our enquiries of management and those charged with governance as well as review of board meeting minutes with journal entry testing undertaken tailored to the fraud risk factors affecting the company in line with its current operations.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at https://www.frc.org.uk/auditors responsibilities. This description forms part of our auditor’s 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 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
The notes on pages 14 - 27 form part of these financial statements.
All amounts relate to continuing operations.
Cain PE (UK) Limited is a private company limited by shares incorporated in England and Wales. The Company changed its name from Jampurchaseco Limited on 14 October 2024. The registered office was changed to 72 Welbeck Street, London, England, W1G 0AY on 1 May 2024 (previously 116 Upper Street, London, N1 1QP).
The financial statements are prepared in sterling, which is the presentation and functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £, unless otherwise stated.
Basic financial assets
Basic financial assets, which include debtors and cash at bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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 and are subsequently measured at amortised cost using the effective interest method.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at transaction price including transaction costs and are subsequently carried at fair value. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the Company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Basic financial liabilities, including creditors and amounts owed to group undertakings, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest and are subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Equity instruments issued by the Company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.
In the application of the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
In line with note 1.3, the Directors have performed a detailed assessment in order to conclude if the investments held by the Company are as part of an investment portfolio, in particular assessing the business purpose of the Company as an investment holding entity, the nature of the investments held, its investment strategies and the information needs of the users of the financial statements of the Company. As part of this assessment, the Directors concluded that the shareholder, management and other stakeholders of the Company measure and evaluate the performance of the Company's investments on a fair value basis in order to make investment decisions.
The Directors note that the Company's investment portfolio includes a basket of investments held either directly or indirectly within the leisure and food & beverage industries. The Directors have determined that the investments are held as part of an investment portfolio with a subsequent view to resale, in keeping with the definition per FRS 102, and hence their value to the shareholders of the Company is through fair value. Accordingly, presenting the investments at fair value results in more relevant information than consolidation or using the equity method.
A subsidiary is an entity controlled by the Company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
A joint venture is an entity that is jointly controlled by the Company under a contractual arrangement. Joint control is the contractual sharing of control over the entity's financial and operating policies.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the Company holds a long term interest and where the Company has significant influence. The Company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate but has no control or joint control over the entity.
Despite holding 89.5% of the shareholding and 60% of the voting control in Ryder at 31 December 2024, the Company has determined that Ryder is an associate of the Company owing to the following reasons:
- The Company does not have the power to govern the financial and operating decision making of Ryder with these powers shared with the other shareholders and wider management of this business.
- The Company also does not have joint control over Ryder owing to the fact that there is no other single shareholder with whom control over the economic activity of Ryder is contractually shared.
Despite an effective shareholding of 70.7% (through a direct holding of 19.1% and and indirect holding of 51.6%) and an effective holding of 43% of the voting control in Ryder 2 at 31 December 2024, the Company has determined that Ryder 2 is an associate of the Company owing to the following reasons:
- The Company does not have the power to govern the financial and operating decision making of Ryder 2 with these powers shared with the other shareholders and wider management of this business.
- The Company also does not have joint control over Ryder 2 owing to the fact that there is no other single shareholder with whom control over the economic activity of Ryder 2 is contractually shared.
Milan is a company that was incorporated on 20 November 2020. The Company holds a 97.5% shareholding in Milan and it is therefore determined that Milan is a subsidiary of the Company.
Turin is a company that was incorporated on 21 January 2021. The Company holds a 90% shareholding in Turin and it is therefore determined that Turin is a subsidiary of the Company.
Fusion is a company that was incorporated on 6 December 2020. The Company holds a 50% shareholding in Fusion and it is therefore determined that Fusion is a joint venture. Fusion was incorporated to set up and operate a high-end Israeli-Asian fusion restaurant from a site at Islington Square, London.
At 31 December 2024, the investment in Fusion has been valued at £nil due to the closure of the restaurant.
Estimates
Estimates associated with fair value of the investments
The Company carries its investments at fair value, with the changes in fair value being recognised in the Statement of Comprehensive Income. The key assumptions, methodology and details used to determine the fair value of the investments are further explained in note 11. The determined fair values are most sensitive to the assumptions around discount rates, exit multiples, and forecasted EBITDA.
Estimates associated with recoverability of the loans receivable
The Company has advanced loans to its investee entities. The Company carries its loans at amortised cost using the effective interest method. At each reporting period, the Company evaluates the recoverability of its loans receivable by assessing the Company's share of fair value in the investee entity. If the Company's share of fair value is more than the loan receivable then the Company determines that impairment on loan receivable is not required. The determined fair values are most sensitive to the assumptions around EBITDA forecast, discount rate and exit multiple. In 2024, the loan from the company to Fusion 2 was forgiven. As at 31 December 2024, there is £nil impairment related to the Company's loan to Fusion 2 (2023: £625,759).
The current year audit fee is £89,600 + VAT. The remaining balance relates to the under accrual of prior year audit fees.
The number of persons employed by the Company during the year ended 31 December 2024 was nil (2023: nil).
Directors' remuneration in the year ended 31 December 2024 was £nil (2023: £nil). The Directors are also Directors of other related party undertakings and their remuneration for the year was paid for by other undertakings. The Directors did not receive any remuneration in relation to the Company as the qualifying services provided to the Company was incidental to the qualifying services provided to the other related party undertakings.
Investment income includes the following:
In 2024, the Company earned a $169,184 (£127,378) subscription fee from Ryder 2 equal to 1.5% of the Company’s total commitment to Ryder 2 Limited to subscribe for preference shares.
Factors affecting the total tax charge
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
Factors affecting the total tax charge
From 1 April 2023, the corporation tax rate, on profits over £250,000, increased from 19% to 25%.
Deferred tax
The Company has a carry forward loss of £nil (2023: £1,810,431) relating from its impairment of the loan to Fusion 2 at the year-end that is available indefinitely to offset future capital gains. No deferred tax has been recognised in the year in respect of these losses due to there being no suitable capital gains against which these could be utilised for the foreseeable future.
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
The impairment losses in respect of financial assets are recognised in impairment losses in the Statement of Comprehensive Income.
Ryder and Ryder 2, collectively own and operate a chain of experiential leisure venues located in the United Kingdom and the United States of America. The Company has invested in Ryder and its subsidiary, Ryder 2. In 2023, Ryder and Ryder 2 underwent a capital raise to further the development of future venues. In connection with the capital raise, the Company’s debt investment in Ryder 2 was exchanged for share capital in Ryder 2 and share capital in Ryder, and the Company's equity investment in the preferred shares of Ryder was exchanged for ordinary shares in Ryder. As of 31 December 2024, the Company owns 89.5% of the share capital in Ryder and 19.1% of the share capital in Ryder 2.
Turin is the holding company for a chain of established Italian restaurants across the United Kingdom. As of 31 December 2024, the Company owns 90% of the share capital of Turin.
The movement in the investment in Ryder 2 of £14,742,461 above pertains to the issuance of 177,859 A1 ordinary shares for an aggregate subscription price of $15,019,304 (£11,843,872) and 375,965 preference shares for an aggregate subscription price of $3,759,510 (£2,898,589) during 2024. The preference shares accrue a preferential dividend at a rate of 18% per year. The dividend compounds quarterly to the extent unpaid. If the preference shares are not redeemed by the Redemption Date (as defined in Ryder 2's Articles of Association), the preferential dividend rate will increase to 23% per year. In connection with the issuance of the preference shares, the company earned a subscription fee of £127,348.
The Directors have elected to record the Company's investments at fair value as per FRS102, sections 9.9C, 14.4B and 15.9B with changes in fair value recognised in the Statement of Comprehensive Income. The Company has been incorporated with the intention for it to be an investment holding entity to hold investments in commercial business opportunities when they arise. The Company will continue to consider other opportunities with the view to developing an investment portfolio. Each investment is to be held exclusively with a view to subsequent resale.
At 31 December 2024, the valuation of the investments in Ryder and Ryder 2 are determined by using a combination of both the income approach and market approach. The income approach is used in estimating the fair value of the business, utilizing the discounted cash flow valuation technique, with the assumed exit price based on a multiple of 2028 EBITDA. The multiple is determined through a market approach by considering other comparable publicly traded companies. The historical cost of the Company's investment in Ryder and Ryder 2 is £48,190,134 (2023: £48,190,134) and £28,841,908 (2023: £14,099,447), respectively.
At 31 December 2024, the valuation of the investment in Turin is determined by applying a multiple to a projected 2025 net EBITDA value. The multiple is determined through a market approach by considering other comparable publicly traded hospitality businesses. The historical cost of the Company's investment in Turin is £9,000 (2023: £9,000).
In 2024, Cain PE LLC contributed 0.01% of its ownership interest in Fitzrovia to the Company. The Company's ownership in Fitzrovia is secured by the lender to Fitzrovia's parent company. As of 31 December 2024, the Company's investment in Fitzrovia is valued at £nil.
During 2023, the Company issued 61,368,454 ordinary shares to the majority shareholder, Cain International LP, in exchange for Cain International LP releasing the Company from £61,368,454 of its unsecured debt. Furthermore, Cain International LP contributed all of its 100 class A share capital in the Company to its subsidiary, Cain PE, LLC, which became the Company's minority shareholder. In 2024, all remaining balances on the shareholder loan payable to Cain International LP were transferred to Cain PE, LLC. The amounts due to the shareholder, Cain PE, LLC, are unsecured, interest free and repayable on demand. Cain PE, LLC has agreed not to recall the shareholder loan through 30 September 2026 unless the Company is in a position to pay the amounts called.
In 2023, Rome, a subsidiary of Turin entered a restructuring plan. As a result of the restructuring plan, all of Rome's deferred consideration payables were forgiven. The forgiveness of Rome's deferred consideration payables resulted in the Company’s deferred income balance of £422,774 being written off. The original purchase of the deferred consideration balance by the Company was financed through a £130,000 note issued by Turin. The note carries an interest rate of 12% per annum which is due on demand after any of the deferred consideration has become due and payable. As such, the note payable is disclosed as amounts falling due within one year above.
During 2023, the Company issued 61,368,454 ordinary shares to the majority shareholder, Cain International LP, in exchange for Cain International LP releasing the Company from £61,368,454 of its unsecured debt (see note 13). Furthermore, Cain International LP contributed all of its 100 class A share capital in the Company to its subsidiary, Cain PE, LLC, which became the Company's minority shareholder. The class A share capital of £100 remains unpaid as of 31 December 2024 by the Company's shareholder and is included within the Amounts owed to shareholder in note 13.
In April 2024, the 61,368,454 ordinary shares of £1 each in the company, held by Cain International LP, were re-designated as 61,368,454 Class A shares of £1 each in the Company. In May 2024, Cain International LP contributed all of its 61,368,454 Class A shares in the Company to its subsidiary, Cain PE LLC. Hence, effective May 2024, the Company's majority shareholder is Cain PE, LLC.
The 5 class B1 shares and 5 class B2 shares issued to Jonathan Goldstein (a director of the Company) remain unpaid as of 31 December 2024.
The Company is wholly controlled by Cain PE LLC, an entity incorporated in Delaware. The ultimate parent undertaking of the group of which the Company is a member is Cain International LP, a US limited partnership.
As at 31 December 2024, the smallest group in which the results of the Company are consolidated is that prepared by Cain PE LLC, of 767 Fifth Avenue, 17th Floor, New York, NY 10153. The financial statements of this entity are not publicly available. The largest group in which the results of the Company are consolidated is that prepared by Eldridge Industries LLC, of 600 Steamboat Road, Greenwich, CT 06830. The financial statements of this entity are not publicly available.
In 2023, Ryder and Ryder 2 underwent a capital raise to further the development of future venues. In connection with the capital raise, the Company’s debt investment in Ryder 2 was exchanged for share capital of $24,164,423 (£18,388,780) and $8,000,000 (£6,525,729) in Ryder and Ryder 2, respectively, which included accrued and capitalized interest of $4,164,423 (£3,395,418). The Company's equity investment in the preferred shares of Ryder of $8,190,900 (£6,000,000) was also exchanged for ordinary shares in Ryder for a subscription and redemption price of $9,954,943, respectively. The Company made $15,019,304 (£11,843,872) and $9,500,000 (£7,573,719) of investments in the A1 Shares of investments in Ryder 2 during 2024 and 2023, respectively. In 2024, the Company invested in 375,965 preference shares for an aggregate subscription price of $3,759,510 (£2,898,589). The preference shares accrue a preferential dividend at a rate of 18% per year. In connection with the issuance of the preference shares, the Company earned a subscription fee of £127,348.
During 2023, the Company increased its commitment on the term facility with Ryder 2 from $20,000,000 to$28,000,000. The facility carried interest at 15% per annum during 2023, payable annually. Interest not paid on an annual basis is capitalized as additional loan principal. In 2024 and 2023, the Company loaned Ryder 2 $nil (£nil) and $8,000,000 (£6,525,729), respectively. For the years ended 31 December 2024 and 2023, the Company earned $nil (£nil) and $1,093,101 (£885,159) of interest from its loans with Ryder 2. As part of the 2023 capital raise mentioned above, the term facility to Ryder 2 was exchanged for share capital in Ryder and Ryder 2. The aforementioned events do not change the status of Ryder or Ryder 2 as associates of the Company at 31 December 2024.
In 2024, the Company loaned Turin £nil (2023: £4,234,405) in secured redeemable notes. For the year ended 31 December 2024, the Company earned £4,009,074 (2023: £3,052,557) of interest from its loans with Turin. In 2024, interest capitalized into note principal was £3,842,839 (2023: £2,648,731). As of 31 December 2024, the interest receivable on the loans provided to Turin was £1,073,309 (2023: £907,075).
For the year ended 31 December 2024, interest expense on the Company's £130,000 loan note issued to Turin was £22,163 (2023: £19,677). In 2024, interest capitalized into loan principal was £21,529 (2023: £19,100). As of 31 December 2024, interest payable on the loan was £5,816 (2023: £5,181).
In 2024, the Company invested £nil (2023: £455,000) in loans to Fusion 2, a subsidiary of Fusion. The loans were used to provide working capital to the restaurant, which ceased operations during 2023. For the year ended 31 December 2024, the Company earned £nil (2023: £5,295) of interest from its loans to Fusion 2. In 2024, interest capitalized into loan principal was £nil (2023: £3,640). As of 31 December 2024, the interest receivable on the loans provided to Fusion 2 was £nil (2023: £2,838). Due to the closure of the restaurant in 2023, the loans to Fusion 2, along with all associated accrued interest, were deemed impaired, resulting in an impairment loss of £nil (2023: £460,295). As such, the outstanding loan principal and accrued interest on the Fusion 2 loans were £nil as of 31 December 2024 (2023: £nil).
In 2022, the 10 class B shares issued to Jonathan Goldstein (a director of the Company) were re-designated as 5 class B1 shares and 5 class B2 shares. As of 31 December 2024, the Company has a £296,000 (2023: £296,000) receivable related to the proceeds of these shares.
In 2024, the Company was granted loans from its former shareholder, Cain International LP, to fund the aforementioned transactions in the amount of £nil (2023: £7,918,574) and operating expenses in the amount of £nil (2023: £2,794,570). In 2024, the Company was granted loans from its shareholder, Cain PE LLC, to fund the aforementioned transactions in the amount of £14,742,461 (2023: £9,895,549) and operating expenses in the amount of £1,360,569 (2023: £580,059). During 2023, the Company issued 61,368,454 ordinary shares to the former shareholder, Cain International LP, in exchange for Cain International LP releasing the Company from £61,368,454 of its unsecured debt. Furthermore, Cain International LP contributed all of its 100 class A share capital in the Company to its subsidiary, Cain PE, LLC, which became the Company's minority shareholder. The class A share capital of £100 remains unpaid as of 31 December 2024 by the Company's minority shareholder. All remaining balances on the shareholder loan payable to Cain International LP were also transferred to Cain PE, LLC. The amounts owed to the minority shareholder by the Company are £40,492,311 at 31 December 2024 (2023: £24,389,280), which are unsecured, interest free and repayable on demand. There are no amounts due to the former shareholder, Cain International LP as of 31 December 2024 and 2023.
In April 2024, the 61,368,454 ordinary shares of £1 each in the Company, held by Cain International LP, were re-designated as 61,368,454 Class A shares of £1 each in the Company. In May 2024, Cain International LP contributed all of its 61,368,454 Class A shares in the Company to its subsidiary, Cain PE, LLC. Hence, effective May 2024, the Company's majority shareholder is Cain PE, LLC.
Mr J S Goldstein serves as a director of Turin, Milan, Ryder, Ryder 2, Fusion, and Fusion 2. Mr J N D Stelzer serves as a director of Turin, Milan, Ryder, and Ryder 2.
Under FRS 102 section 1 AC.35, disclosure is not given of transactions between two or more members of a group, provided that the subsidiary which is a party to the transaction is wholly-owned by such a member.
19.1 Investments made subsequent to year end
Subsequent to the year end, the Company has made an equity investment in Ryder 2 to the amount of $7,519,300 (£5,901,761).
19.2 Other significant transactions
The Company has evaluated the need for additional disclosures and/or adjustments resulting from subsequent events through to the date the financial statements were approved. Based on this evaluation, no disclosures or adjustments were required to the financial statements for the year ended 31 December 2024.