The directors present the strategic report for the Period ended 29 December 2024.

The Groucho Club Limited is the immediate parent company of Groucho Club London Limited which operates The Groucho Club, a private members’ club focusing on the arts and creative industries, based in Soho London (the “Club”).

On 11 August 2022, Artfarm Group Limited, the sister company of the global operator of galleries Hauser & Wirth, acquired 100% of the share capital of the Club’s holding company, Oval (2287) Limited. With a longstanding dedication to artists and a rich history in the creative industries, The Groucho Club is a natural fit and shares a common long-term vision for growth with the Artfarm group.

2024 was, until the temporary suspension of our licence on November 26th, at which time we made the decision to close the club until January, a year of development for the Club. Revenues to the end of the 11th trading month (November) grew 14% to £8.7m (2023; £7.6m) and delivered EBITDA of £1.1m (2023; £0.0m). We have continued to invest heavily in new IT systems including the introduction of a member’s APP, embarked on both member facing and back of house refurbishment projects throughout the Club including the Mary Lou room, and have made a significant investment in our staff.

The directors believe that the Club remains well-placed for growth based on the performance up to and including P11 due to the unique identity and heritage of the Club and its continued long-term strategy based on the core values of Art, Community and Sustainability.

The Groucho is known internationally as a home for the creative and free-spirited, with a rich history of engagement with loyal members drawn from art and the creative industries. This is showcased both by the unique artwork that adorns every wall of the Club and the extensive programme of activities that take place throughout the year.

The directors aim to deliver growth via improved member experience based on exceptional service and design, community building, and engagement based on art and carefully curated programs that animate and inspire learning, alongside commercial events whereby spaces within the club are available to hire for a fee.

Art is at the heart of everything we do. We believe in its power to inspire and transform individuals, and communities by connecting their heritage with their future, which is why it is one of our key strategic aims to champion and assist young creatives from diverse and underrepresented backgrounds in their career paths. We believe creativity grows from diversity, and our commitment to promoting diversity and inclusion amongst our members remains as strong now as it was when the club was first formed in 1984.

We are pioneering a new approach that redefines sustainability by harnessing the transformational power of art to support community conservation, achieved by investment in our properties and people.

Our People Team values are to nurture wellbeing, inspire creativity and growth and to value individuals. We aim to become an employer of choice in the hospitality industry as demonstrated by our recent review of all employee benefits and contracts.

Future Developments

There have been no future developments since the balance sheet date that require disclosure in these financial statements.

Economic Risk

The Group’s revenue is dependent on demand for membership of central London members’ clubs. This risk is reduced by the strength of the brand and the longevity of the term of the existing members.

Terrorism Risk

The Group’s main operating business is located in central London, resulting in it being more susceptible to terrorism risks than a business operating in less densely populated locations. This is managed by having regular security reviews and restricting access to the club to members and their guests.

Liquidity Risk

The objective of the Gorup in managing liquidity risk is to ensure that it can meet its financial obligations as they fall due. The Group expects to meet its obligations through membership fees and operating cash flows.

Interest Rate Risk

The Group borrows on variable rate terms from its bankers (linked to SONIA). Interest rate risks are managed with hedging instruments as and when the Group deems this appropriate.

The directors consider the financial key performance indicators (“KPIs”) of the Club are as follows:

The directors have received assurances from the parent company that it will continue to support the company and group and accordingly consider the use of the going concern principle to be applicable.

On behalf of the board

The directors present their annual report and financial statements for the Period ended 29 December 2024.

The Company is the intermediate holding company of the Group that operates The Groucho Club

The results for the Period are set out on page 5.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the Period and up to the date of signature of the financial statements were as follows:

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of The Groucho Club Limited for the Period ended 29 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and the related notes from the company’s accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at http://www.icaew.com/en/members/regulations-standards-and-guidance.

This report is made solely to the Board of Directors of The Groucho Club Limited, as a body, in accordance with the terms of our engagement letter dated 29 January 2025. Our work has been undertaken solely to prepare for your approval the financial statements of The Groucho Club Limited and state those matters that we have agreed to state to the Board of Directors of The Groucho Club Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than The Groucho Club Limited and its Board of Directors as a body, for our work or for this report.

It is your duty to ensure that The Groucho Club Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of The Groucho Club Limited. You consider that The Groucho Club Limited is exempt from the statutory audit requirement for the Period.

We have not been instructed to carry out an audit or a review of the financial statements of The Groucho Club Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

For the financial Period ended 29 December 2024 the company was entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the Period in question in accordance with section 476.

The Groucho Club Limited is a private company limited by shares incorporated in England and Wales. The registered office is 45 Dean Street, London, W1D 4QB.

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, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Artfarm Group Limited. These consolidated financial statements are available from Companies House.

The company has the financial support of the trueultimate parent company for a period of at least twelve months from the date of the approval of these financial statements. Accordingly, the directors have a reasonable expectation that the company has adequate resources to continue in operation for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The current accounting period is for the 52 week period to 29 December 2024. The comparative period is for the 52 week period to 31 December 2023. Therefore, the comparative amounts presented in the financial statements (including the related notes) are not entirely comparable.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible 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.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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 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 company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans and loans from fellow group, 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.

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.

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.

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 leases 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 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.

The average monthly number of persons (including directors) employed by the company during the Period was:

Their aggregate remuneration comprised:

The actual charge for the Period can be reconciled to the expected credit for the Period based on the profit or loss and the standard rate of tax as follows:

Details of the company's subsidiaries at 29 December 2024 are as follows:

Registered office addresses (all UK unless otherwise indicated):

The bank loan is secured by a fixed and floating charge over all property or undertakings of the company. A cross guarantee is in place with other group companies, The Groucho Club London Limited, Redpalm Limited, Kapital Ventures limited and Oval (2288) Limited.

The rate of interest on the loan for any day during an interest period is the percentage rate per annum which is the aggregate of the applicable margin and the compound reference rate for that day, with margin equating to 3% per annum.

The bank loan is due to be repaid by instalments beginning on (and including) 30 June 2025. The termination date of the loan is 27 June 2026.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period.

The outstanding liabilities at the balance sheet date of the company have been guaranteed by Artfarm Group Limited pursuant to s479A to s479C of the Companies Act 2006.

The immediate parent company is Oval (2287) Limited, a company incorporated in England and Wales. The ultimate controlling parties are I Wirth and M Wirth Hauser.

The smallest group into which this entity is consolidated is Artfarm Group Limited, with the registered address of 6 Grosvenor Street, London, England, W1K 4PZ. Copies of the group financial statements can be obtained from the UK Registrar of Companies.

The largest group into which this entity is consolidated is Elidalbo AG, a company registered in Switzerland with a registered address of Grafenausstrasse 5 6300 Zug, Switzerland. The group financial statements are not publically available.