Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2024

for

K1 Restaurant Holding Ltd

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Consolidated Income Statement

6

Consolidated Balance Sheet

7

Company Balance Sheet

8

Consolidated Statement of Changes in Equity

9

Company Statement of Changes in Equity

10

Notes to the Consolidated Financial Statements

11

DIRECTORS:

GM Godik

G S Y Sanzey

REGISTERED OFFICE:

8-10 South Street

Epsom

Surrey

KT18 7PF

REGISTERED NUMBER:

14263993 (England and Wales)

AUDITORS:

Williams & Co Epsom LLP

Statutory Auditors

8-10 South Street

Epsom

Surrey

KT18 7PF

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

DIRECTOR

GM Godik held office during the whole of the period from 1 January 2024 to the date of this report.

Other changes in directors holding office are as follows:

G S Y Sanzey was appointed as a director after 31 December 2024 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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 and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Williams & Co Epsom LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

G S Y Sanzey - Director

16 June 2025

Opinion

We have audited the financial statements of K1 Restaurant Holding Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 UK, including the FRC'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 and 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.

As mentioned below, the group continues to rely on financial support from its parent company and shareholders.

Key audit matters

The group is reporting a loss in its second year of trading and has retained losses on its balance sheet which funded by a shareholder contribution reserve. The company remains reliant on the continued support of its shareholders as it looks to establish its business.

We would also draw the attention of the reader to Note 3 of the financial statements which discloses the accounting

treatment of a landlord contribution in respect of building works received in the year. Accounting standard FRS 102

requires the receipt of such funds to be spread over the length of the lease or expected useful life of the works. The

company has adopted a policy of accounting for the funds through the P&L as they have been received.

The subsidiary company has also accounted for its property lease in accordance with IFRS 16 which is early adoption of this accounting policy as changes are not required to be undertaken just yet. This accounting policy requires the use of FRS 101 to implement within the subsidiary company. However, Group accounts still have to be drawn up FRS 102 so the disclosures made on the balance sheet follow this accounting standard.

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

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

-	adequate accounting records have not been kept 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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Group Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The Group is subject to many laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements. These include financial reporting and tax legislation, employment law and health & safety legislation.

We communicated relevant 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.

We discussed with management the application of these legal requirements and enquired as to any instances of

non-compliance.

The results of our risk assessment at the planning stage formed the basis of designing audit procedures to identify

non-compliance with the laws and regulations as mentioned above.

These audit procedures were designed to provide reasonable assurance that the financial statements were free from

fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also,the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it.

In assessing the potential risks of material misstatement, we obtained an understanding of the Group's operations,

including the nature of their revenue sources, products and services and of its objectives and strategies to understand the classes of transactions, account balances, expected financial statement disclosures and business risks that may result in risks of material misstatement.

We reviewed the business' control environment and the application of those controls with regards to authorisation of

transactions and the correct reporting of transactions.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Paul M Smith BSc FCA (Senior Statutory Auditor)

for and on behalf of Williams & Co Epsom LLP

Statutory Auditors

8-10 South Street

Epsom

Surrey

KT18 7PF

16 June 2025

TURNOVER

5,027,691

-

Cost of sales

1,420,058

59,103

GROSS PROFIT/(LOSS)

3,607,633

(59,103

)

Administrative expenses

5,114,782

582,235

(1,507,149

)

(641,338

)

Other operating income

557,057

495,000

OPERATING LOSS

4

(950,092

)

(146,338

)

Interest payable and similar expenses

453,542

-

LOSS BEFORE TAXATION

(1,403,634

)

(146,338

)

Tax on loss

-

-

LOSS FOR THE FINANCIAL YEAR

(1,403,634

)

(146,338

)

Loss attributable to:

Owners of the parent

(1,403,634

)

(146,338

)

FIXED ASSETS

Intangible assets

6

517,439

513,563

Tangible assets

7

13,324,536

5,113,633

Investments

8

-

-

13,841,975

5,627,196

CURRENT ASSETS

Stocks

125,213

-

Debtors: amounts falling due within one year

9

1,289,600

723,048

Debtors: amounts falling due after more than one year

9

390,000

390,000

Cash at bank and in hand

6,659

457,727

1,811,472

1,570,775

CREDITORS

Amounts falling due within one year

10

1,703,444

491,882

NET CURRENT ASSETS

108,028

1,078,893

TOTAL ASSETS LESS CURRENT LIABILITIES

13,950,003

6,706,089

CREDITORS

Amounts falling due after more than one year

11

6,571,876

-

NET ASSETS

7,378,127

6,706,089

CAPITAL AND RESERVES

Called up share capital

13

100

100

Capital redemption reserve

(2,074,375

)

-

Other reserves

11,002,373

6,852,327

Retained earnings

(1,549,971

)

(146,338

)

SHAREHOLDERS' FUNDS

7,378,127

6,706,089

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 16 June 2025 and were signed on its behalf by:

G S Y Sanzey - Director

FIXED ASSETS

Intangible assets

6

-

-

Tangible assets

7

-

-

Investments

8

8,926,702

6,852,327

8,926,702

6,852,327

CURRENT ASSETS

Debtors: amounts falling due within one year

9

495

-

Cash at bank

472

25,087

967

25,087

CREDITORS

Amounts falling due within one year

10

14,839

32,251

NET CURRENT LIABILITIES

(13,872

)

(7,164

)

TOTAL ASSETS LESS CURRENT LIABILITIES

8,912,830

6,845,163

CAPITAL AND RESERVES

Called up share capital

13

100

100

Other reserves

8,927,998

6,852,327

Retained earnings

(15,268

)

(7,264

)

SHAREHOLDERS' FUNDS

8,912,830

6,845,163

Company's loss for the financial year

(8,004

)

(7,264

)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 16 June 2025 and were signed on its behalf by:

G S Y Sanzey - Director

Called up

Capital

share

Retained

redemption

Other

Total

capital

earnings

reserve

reserves

equity

£

£

£

£

£

Changes in equity

Issue of share capital

100

-

-

-

100

Total comprehensive income

-

(146,338

)

-

6,852,327

6,705,989

Balance at 31 December 2023

100

(146,338

)

-

6,852,327

6,706,089

Changes in equity

Total comprehensive income

-

(1,403,634

)

(2,074,375

)

4,150,046

672,037

Balance at 31 December 2024

100

(1,549,972

)

(2,074,375

)

11,002,373

7,378,126

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Changes in equity

Issue of share capital

100

-

-

100

Total comprehensive income

-

(7,264

)

6,852,327

6,845,063

Balance at 31 December 2023

100

(7,264

)

6,852,327

6,845,163

Changes in equity

Total comprehensive income

-

(8,004

)

2,075,671

2,067,667

Balance at 31 December 2024

100

(15,268

)

8,927,998

8,912,830

1.	STATUTORY INFORMATION

K1 Restaurant Holding Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation

The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings together with the group's share of the results of associates made up to 31 December.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary.

Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group's accounting policies when preparing the consolidated financial statements.

All intra-group transactions, balances, income and expenses are eliminated on consolidation

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

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

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Going concern

The company has made a loss in the year to the 31st December 2024 and also has net current liabilities at that date. These losses have been funded by loans from its parent company

The funds received from the company's parent have been advanced to the subsidiary company which has now commenced trading . The subsidiary company has made a heavy loss in its first year of trading and as a sign of financial support, these funds has been capitalised as a shareholder contribution reserve.

As a result, the accounts have been drawn up on a going concern basis as the directors has received assurance from the shareholders that financial support will continue as required.

Intangible & tangible assets

The Group has not provided any depreciation or amortisation charges in these accounts on the costs incurred on the building works and licence fees for the new premises were not completed by year end. The charges commence in the year to December 2024 when the restaurant opened for business.

Right of use of assets

The subsidiary company has chosen to adopt the practice set out in IFRS 16 within these accounts so as to recognise the use of the property lease together with the corresponding lease commitments for these rental payments in the future.

However, group accounts have to be drawn up under FRS102 so this treatment is not possible until this policy is implemented from 2026 onwards as referred to in Note 7.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 103 (2023 - 68 ) .

4.	OPERATING LOSS

The operating loss is stated after charging:

Period

29.7.22

Year Ended

to

31.12.24

31.12.23

£

£

Depreciation - owned assets

461,426

-

Patents and licences amortisation

27,434

-

5.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

6.	INTANGIBLE FIXED ASSETS

Group

Other

intangible

assets

£

COST

At 1 January 2024

513,563

Additions

31,310

At 31 December 2024

544,873

AMORTISATION

Charge for year

27,434

At 31 December 2024

27,434

NET BOOK VALUE

At 31 December 2024

517,439

At 31 December 2023

513,563

The Group has incurred costs in branding and trademarks during the period. These will be written off over their useful life from the year to 31 December 2024 after the restaurant operated by CLP London Limited is open

7.	TANGIBLE FIXED ASSETS

Group

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

COST

At 1 January 2024

174,271

4,939,362

5,113,633

Additions

7,015,562

2,547,103

9,562,665

Disposals

-

(523,096

)

(523,096

)

At 31 December 2024

7,189,833

6,963,369

14,153,202

DEPRECIATION

Charge for year

375,716

452,950

828,666

At 31 December 2024

375,716

452,950

828,666

NET BOOK VALUE

At 31 December 2024

6,814,117

6,510,419

13,324,536

At 31 December 2023

174,271

4,939,362

5,113,633

During the year, the group completed its building works and started to trade. Depreciation has therefore been charged from 2024 onwards as the assets are brought into use.

The group has also early adopted IFRS16 accounting treatment on its property lease recorded in the subsidiary accounts and within the short leasehold additions above. Details of the lease liabilities have been included in note 11 of these accounts. The group accounts are prepared under FRS 102 therefore, IFRS16 is not required to be undertaken just yet.

Fixed assets, included in the above, which are held under finance leases are as follows:

Land and

buildings

£

COST

Additions

6,977,562

At 31 December 2024

6,977,562

DEPRECIATION

Charge for year

367,240

At 31 December 2024

367,240

NET BOOK VALUE

At 31 December 2024

6,610,322

At the year end, the Group was in the process of completing building works on its premises to trade from and completing the fit out so the restaurant could open for business in 2024. As a result, no depreciation has yet been charged on these costs and this will apply from when the restaurant opens in 2024.

8.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertakings

£

COST

At 1 January 2024

6,852,327

Additions

2,074,375

At 31 December 2024

8,926,702

NET BOOK VALUE

At 31 December 2024

8,926,702

At 31 December 2023

6,852,327

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiary

CLP London Limited

Registered office: 8/10 South St Epsom Surrey KT18 7PF

Nature of business: Restaurant

%

Class of shares:

holding

Ordinary

100.00

2024

2023

£

£

Aggregate capital and reserves

7,391,999

6,713,254

Loss for the year/period

(1,395,630

)

(139,073

)

9.

DEBTORS

Group

Company

2024

2023

2024

2023

£

£

£

£

Amounts falling due within one year:

Trade debtors

40,071

-

-

-

Other debtors

1,249,529

723,048

495

-

1,289,600

723,048

495

-

Amounts falling due after more than one year:

Other debtors

390,000

390,000

-

-

Aggregate amounts

1,679,600

1,113,048

495

-

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2024

2023

2024

2023

£

£

£

£

Bank loans and overdrafts

59,062

-

-

-

Finance leases (see note 12)

209,228

-

-

-

Trade creditors

486,404

340,371

645

-

Amounts owed to group undertakings

342,328

107,409

-

-

Taxation and social security

252,120

27,445

-

-

Other creditors

354,302

16,657

14,194

32,251

1,703,444

491,882

14,839

32,251

11.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group

2024

2023

£

£

Finance leases (see note 12)

6,571,876

-

Amounts falling due in more than five years:

Repayable by instalments

Finance leases

5,589,834

-

-

-

12.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group

Finance leases

2024

2023

£

£

Gross obligations repayable:

Within one year

650,000

-

Between one and five years

2,600,000

-

In more than five years

8,450,001

-

11,700,001

-

Finance charges repayable:

Within one year

440,772

-

Between one and five years

1,617,958

-

In more than five years

2,860,167

-

4,918,897

-

Net obligations repayable:

Within one year

209,228

-

Between one and five years

982,042

-

In more than five years

5,589,834

-

6,781,104

-