The directors present the strategic report for the year ended 31 December 2024.
The group accounts include the following subsidiary undertakings: The Hope Lease Limited and Obar Camden Limited.
KOKO reopened in April 2022 after an extensive redevelopment, and now includes state-of-the-art broadcast facilities, three restaurants, multiple bars, a recording studio, and several performance spaces, including a fully restored 1,600-capacity Victorian theatre. The House of KOKO, a dynamic members' club, is integrated with the main theatre and offers an enhanced entertainment experience with music, electronic, and cultural programming. Notable features include a cocktail bar in the iconic copper dome, a roof garden, terrace, penthouse studio, jazz club, piano room, stage kitchen, and vinyl listening rooms.
In 2023, KOKO was awarded UK Venue of the Year at the UK Live Awards and shortlisted for the Best Venue award at the BBC Radio 1 Dance Awards 2024.
The year ended 31 December 2024 marked the second full trading year for The Hope Lease Limited. Despite challenging macro-economic conditions, the group achieved significant growth and delivered a strong financial performance.
Turnover for 2024 reached £26.7M (2023: £23.3M), reflecting a 14.7% increase compared to the previous year.
The year featured a wide range of high-profile events, including residencies with Thundercat, Berlioz, and Jungle, and performances by Snow Patrol, Burna Boy, Pet Shop Boys, Halsey, Francis Mercier, Marco Carola, Dixon, Camelphat, and John Summit. Strong demand for KOKO Electronic events further solidified the brand's presence in the late-night electronic music industry, despite broader economic inflationary pressures.
There was an exceptional gain of £9.1M in the year arising from an insurance claim.
Position of the Business at the End of the Year
The group reports a profit of £3M (2023: loss of £9.4M). The group retains a healthy cash reserve, primarily comprising advanced payments for future commitments, with cash at bank and in hand standing at £3.5M (2023: £1.6M).
The Directors are confident that the group has adequate resources to meet its obligations as they arise.
Systems and procedures are in place to identify, assess and mitigate major business risks that could impact the group. Monitoring exposure to risk and uncertainty is an integral part the Board and Senior management structure and process.
Liquidity and cash flow
Liquidity and cash flow are reviewed regularly by the Board and Senior Management. The group is considered to have sufficient resources to continue operations. As outlined in note 17 of the financial statements, the group secured £1.45M in additional funding during the year to bridge the gap between 2024 and an expected business interruption insurance claim, which was received in February 2025.
Other risks
Other principal risks the group faces are operational risks, economic risks, recruitment and retention of staff.
The group tracks several KPIs, including the number of theatre events, theatre attendance, turnover, gross profit, and profit/loss before tax. Key performance metrics for 2024 include:
Key KPIs | 2024 | 2023 | % change |
Non-Financial |
|
|
|
Theatre Event Count | 294 | 270 | 8.9% |
Theatre Attendance | 380,656 | 352,008 | 8.1% |
|
|
|
|
Financial | £000s | £000s |
|
Turnover | 26,739 | 23,307 | 14.7% |
Gross Profit | 13,553 | 10,743 | 26.2% |
EBITDA | 6,287 | (6,333) | 168.9% |
The Directors of Obar Camden Holdings Limited are committed to fulfilling their duties as outlined in Section 172 of the UK Companies Act 2006.
In a large organisation like ours, the Directors delegate day-to-day decision-making to the group's senior employees through an established governance framework.
In their decision-making processes, the Board of Directors carefully considers the potential impact on key stakeholders while balancing broader concerns, such as the long-term sustainability of the business and responsible operational practices. Through open and transparent communication with stakeholders, the Directors have gained a deep understanding of their needs and expectations, which has informed the group's strategic direction.
The Board confirms that during the year ended 31 December 2024, the Directors acted in a manner they believe, in good faith, was most likely to promote the group's success for the benefit of its members and stakeholders.
Engagement with suppliers, customers and others
The Board recognises that fostering strong relationships with stakeholders, including suppliers and customers, is essential to the group's success. The Directors maintain active visibility over these relationships, ensuring stakeholder considerations are taken into account when making decisions.
KOKO, one of London's iconic music venues, plays a key role in the success of the group. The venue's relationships with artists, promoters, House of KOKO members, suppliers, fans, and the local community are integral to the delivery of the group's strategic plan. By focusing on connecting artists with their audiences and creating memorable experiences, the group continues to build and maintain productive partnerships with stakeholders, which drives the promotion of world-class events and the achievement of our objectives.
Engagement with employees
The group is committed to investing in its employees, believing that a well-supported workforce contributes positively to the business. The Directors engage with employees through various channels, ensuring clear communication on strategic matters and providing training opportunities to foster both professional and personal growth.
In addition to informal discussions, formal feedback is regularly gathered to improve work-life balance and workplace culture. The group also supports flexible working arrangements where possible, enhanced family leave benefits, encourages open discussions on employee wellbeing, and invests into an Employee Assistance Program. The group also hosts an annual Vision and Values day open to all employees to help guide our strategic direction and commitment to high standards of business conduct.
Social Impact through Music and Sustainability
As part of the group's commitment to the environment and community principles, KOKO Foundation (registered charity number 1199564) continues to drive meaningful social impact through music and culture. The Foundation's primary mission is to empower and support underserved communities by providing access to music education, mentorship programs, and creative opportunities for young people.
By 31 December 2024, the group had contributed over £188K to the Foundation, helping to plant 40% of new trees in Camden, establish the Borough of Camden's first fruit orchards, and run music academies with Grammy and Mercury Prize-winning artists. These initiatives form a core part of the group's ESG strategy, focusing on environmental sustainability and empowering disadvantaged youth through music and arts education. Through this continued support of the KOKO Foundation, the group aligns its core values with a broader commitment to community engagement and sustainability.
Future developments
The Directors anticipate continued growth in 2025, driven by a robust pipeline of electronic and live events, advance corporate bookings, a sponsorship agreement with Coca-Cola, and increased membership offerings. Plans for 2025 include securing new contracts and partnerships, launching new packages and membership perks, and investing in technology to enhance service delivery. These initiatives align with the group's strategic goals and are expected to contribute to further financial performance improvements.
In 2024, The Hope Lease Limited delivered strong results despite a challenging macroeconomic environment. The Directors are confident in the group's strategic direction and remain optimistic about continued growth in the years to come.
On behalf of the board
The directors present their annual report and financial statements 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:
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.
In accordance with the company's articles, a resolution proposing that Moore Kingston Smith LLP be reappointed as auditor of the group will be put at a General Meeting.
The year 2024 is the group’s first year reporting under SECR Legislation, there are therefore no comparative figures available.
The group operates from Camden, London (UK) only. Energy consumption is measured using meter readings from our energy providers
As part of the group's commitment to the environment and greenhouse gas emissions, the group is committed to reducing waste generation and transition to renewable energy sources.
The group uses carbon conversion factors issued annually by the Department for Energy Security and Net Zero (DESNZ) to report carbon emissions.
The chosen intensity measurement ratio is total gross emissions in metric kilograms CO2e per £1 of revenue, the recommended ratio for the sector.
The 2020 renovation aimed to reduce carbon emissions by using CHP units and energy-efficient LED lighting.
The group will continue to invest in capital expenditure projects and initiatives to reduce emissions.
We have audited the financial statements of Obar Camden Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
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 group's and 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
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.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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 material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of noncompliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. 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.
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 for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party 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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £2,341,463 (2023 - £2,107,335 loss).
Obar Camden Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 3rd Floor, 7 Greenland Street, London NW1 0ND.
The group consists of Obar Camden Holdings Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company Obar Camden Holdings Limited together with all entities controlled by the parent company (its subsidiaries).
Obar Camden Holdings Limited acquired Obar Camden Limited in 2012 through a share-for-share exchange. As the ultimate owners of the group remained the same, this reconstruction was accounted for using the merger accounting principles set out in UK GAAP at that time under "FRS6 Acquisitions and Mergers". On transition to FRS102, the merger accounting was still applied and therefore there was no change on transition. The results of the reconstructed group are therefore presented as through the group has always been in existence.
All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group's financial statements from the date that control commences until the date that control ceases.
The Group made a profit of £2,993,349 (2023: loss of £9,417,085) in the year and had net liabilities of £18,299,216 (2023: £21,292,565) at 31 December 2024. The financial statements have been prepared on a going concern basis having given due consideration to the group profit and forward-looking projections.
On 29 April 2022, the business reopened for trading after a major three-year redevelopment project which had been delayed due to a fire part way through the construction in January 2020. Following the successful relaunch, the business incurred losses in its first year and continued to operate at a trading loss during in the current year excluding the proceeds expected from an insurance claim at the year end. As of the date of signing of the financial statements the business has remained trading loss making but has achieved positive EBITDA for six out of seven prior months.
The directors have prepared a detailed cash flow forecast for a period of at least twelve months from the date of approval of these financial statements for the group which indicate based on trading, facilities available and insurance proceeds, the group will have sufficient working capital to meet its liabilities as they fall due for that period. The Group’s investment partners have also confirmed their ongoing support in relation to existing finance for the business for a period of at least 12 months from the date of approval of these financial statements.
As at date of signing, the group held a cash balance of £1.9 million. In addition, the group has made significant progress in deleveraging, having repaid over £4 million in loans and accrued interest post year-end. No further funding is expected or required from investment partners during the forecast period.
Based on the above, the directors consider it appropriate to prepare the financial statements on a going concern basis.
Revenue is measured at the fair value of the consideration received or receivable for goods and services provided in the normal course of business and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
The Company recognises revenue when (a) the significant risks and rewards of ownership have been transferred to the customer; (b) the Company retains no continuing involvement or control over the goods or services; (c) the amount of revenue can be measured reliably; (d) it is probable that future economic benefits will flow into the entity and (e) when the specific criteria relating to each of the Company’s revenue streams have been met, as described below.
The Company’s revenues are mainly derived from food and beverage and related services provided to customers, membership income, sale of tickets for music events and related services to the customers and sponsorship income.
Food and beverage
Revenue is recognised at the time of sale within the Members’ Club and the Music Venue. This is recorded net of tax, tips, and service charge.
Membership and patron memberships
Memberships are paid in advance monthly, annually or for a period of 10 years. Therefore, the revenue is deferred and recognised on a monthly basis over the total membership period. Joining fees received relate to the administration fees and therefore are recognised as revenue on commencement of membership.
Event related sales
Ticket sales are received in advance of the event and are deferred until the event has taken place. They are recognised as income on maturity of the relevant event.
Sponsorship income
When Sponsorship income is received in relation to a specific event, this is deferred and released when the sponsored event takes place. Sponsorship income is received in relation to a Partnership across a specified period, this is deferred and released as revenue monthly over the total agreed period.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
No depreciation is charged while an asset is under construction.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and 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. Financial assets classified as receivable within one year are not amortised.
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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group 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 group.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
In the application of the group’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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
The annual depreciation charge for property, plant and equipment is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 10 for the carrying amount of the property, plant and equipment.
The group holds artwork valued at cost, which includes the acquisition price and any directly attributable costs necessary to bring the asset to its current location and condition for use. In line with company policy and the directors' judgement, no depreciation is charged on the artwork as it is considered to have an indefinite useful life. Currently, there is no revaluation policy in place. Future revaluation, if deemed appropriate, will be conducted in accordance with FRS 102, which allows for assets to be revalued to fair value. The directors continue to monitor the appropriateness of this judgement and will review the need for revaluations or impairment in accordance with FRS 102 as part of the group’s ongoing assessment process.
The application of merger accounting is considered to be a key area of judgement as it is significant to the group accounts and determines the value of the merger reserve. The directors have decided to apply merger accounting on consolidation of the group based on the demerger which occurred in 2012. The demerger was a share for share exchange and hence there was no change to the shareholders after the merger.
All turnover has been generated in the UK.
Further information on the insurance proceeds are included in note 25.
The amounts paid out to other parties is in relation to an agreement which is linked to the outcome of the insurance claim.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).
The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
At the year end, there is an unrecognised deferred tax asset of £8.3m (2024: £9.6m).
Details of the company's subsidiaries at 31 December 2024 are as follows:
Registered office addresses:
No deferred tax asset has been recognised in relation to loses carried forward which are over and above the deferred tax liability.
The long-term loans are secured by fixed and floating charges over the assets of the group.
In 2020, the Company raised £10,750,000 new cash investment from the issue of convertible loan notes, which accrue interest at the rate of 8-10% per annum.
In 2021, the Company raised £8,000,000 new cash investment from the issue of convertible loan notes, which accrue interest at the rate of 8-10% per annum.
In 2022, the Company raised £6,500,000 cash investment from the issue of convertible loan notes, which accrues interest at a rate of 8-10% per annum. The company made a repayment in 2022 of £2,000,000.
In 2023, the Company raised £5,000,000 cash investment from the issue of convertible loan notes, which accrues interest at a rate of 8% per annum. At the end of the prior year the Company had drawn down £4,000,000. During the year, the company drew down the final £1,000,000.
During the year, the Company raised £2,000,000 cash investment from the issue of convertible loan notes, which accrues interest at a rate of 10% per annum. At the year end, the Company has draw down £1,450,000 and post year end decided not to drawn down the final £550,000.
Interest accrues on all of the above loans and is added to the principal loan balance until repayments are due.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
Ordinary A Shares
A shares are voting shares carrying 1 vote per share on a poll.
A shares rank equally with other classes, except in the case of return of capital or on an exit event where amounts distributed or exit proceeds are applied to B and C shares initially.
Following the above, A and E shares rank equally with B and C shares up to a hurdle amount determined by the board on the issue of D shares.
Once the hurdle is achieved, relevant D shares participate equally on all surplus amounts or proceeds.
On distribution of profits, A, B, and C shares rank equally.
A shares are subject to pre-emption rights on transfer.
Ordinary B Shares
B shares are voting shares carrying 1 vote per share on a poll.
B shares rank equally with other classes, except in the case of return of capital or on an exit event where amounts distributed or exit proceeds are applied to B and C shares initially.
Following the above, A and E shares rank equally with B and C shares up to a hurdle amount determined by the board on the issue of D shares.
Once the hurdle is achieved, relevant D shares participate equally on all surplus amounts or proceeds.
On distribution of profits, A, B, and C shares rank equally.
B shares are subject to pre-emption rights on transfer.
Ordinary D1 Shares
D1 shares are non-voting and non-transferable except on exit or mandatory transfer upon cessation of employment.
D1 shares vest, quarterly on the first and second anniversary of issuing date, with the balance vesting on the third anniversary of the date.
D1 shares are not entitled to distribution, return of capital, or exit proceeds until B and C shares have received a minimum return.
Following the above, D1 shares participate on all surplus amounts or proceeds along with other shares.
On distribution of profits, D1 shares do not participate.
Ordinary D2 Shares
D2 shares are non-voting and non-transferable except on exit or mandatory transfer upon cessation of employment.
D2 shares vest, quarterly on the first and second anniversary of issuing date, with the balance vesting on the third anniversary of the date.
D2 shares are not entitled to distribution, return of capital, or exit proceeds until B and C shares have received a minimum return.
Following the above, D2 shares participate on all surplus amounts or proceeds along with other shares.
On distribution of profits, D2 shares do not participate.
Ordinary E Shares
E shares are non-voting and non-transferable except on exit.
E shares are not entitled to distribution, return of capital, or exit proceeds until B and C shares have received a minimum return.
Following the above, A, B, C, and E shares rank equally, prioritised over D shares until A and E shares have received a hurdle amount determined by the board on the issue of D shares.
On distribution of profits, E shares do not participate.
Share premium account
The share premium reserve records the amount above the nominal value received for shares sold, less transaction costs.
Merger reserve
The merger reserve results from a group reconstruction where there was a share for share exchange and merger accounting was applied in relation to Obar Camden Limited.
Profit and loss account
This account represents the cumulative realised profits and losses.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
There are fixed and floating charges over the assets of Obar Camden Holdings Limited and The Hope Lease Limited.
The remuneration of key management personnel is as follows.
The group has taken exemption under section 33 Related Party Disclosures paragraph 33.1A from disclosing transactions with other members of a wholly owned group.
During the year, the group made purchases of £nil (2023: £20,604) from Mint Group Holdings Limited, a related party by virtue of common control.
During the year, the group made donations of £188,000 (2023: £96,665) to KOKO Foundation, a related party by virtue of common control. During the year the group incurred costs on behalf of KOKO Foundation of £nil (2023: £94,244). At the year-end the group owed £80,210 (2023: £14,462).
During the year, the group made sales of £11,000 (2023: £nil) and no purchases (2023: £68,000) from Skiff Capital Advisors Limited, a related party by virtue of common control. At the balance sheet date, the group owed £nil (2023: £33,600).
During the year, the group made sales of £nil (2023: £5,904) and purchases of £nil (2023: £10,000) to Sister Group Limited, a related party by virtue of common control.
During the year, the group made sales of £4,167 (2023: £nil) to a director of Sister Group Limited.
At the year end, the group owed an amount of £nil (2023: £2,787) to director O Bengough.
In January 2020, the group suffered fire damage and subsequently pursued a legal claim against insurers.
At the year end, an amount of £12,500,000 has been recognised in relation to the claim.
In February 2025, the group received a final settlement of £14,500,000 in full and final resolution of the claim. The remaining amount of £2,000,000 will be recognised in the financial statements for the year ending 31 December 2025.
Post year end, loans from related parties amounting to £6,680,757 were repaid by the company, and other loans totalling £3,152,326 were repaid in full by the group.