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

The Directors of the Company have elected not to include a copy of the profit and loss account within the financial statements.true

T.O.G. (UK) Limited is a limited company domiciled and incorporated in England and Wales. The registered office is Acre House, 11-15 William Road, London, NW1 3ER, United Kingdom.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 on the historical cost convention. The principal accounting policies adopted are set out below.

The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the Company as an individual entity and not about its group.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future based upon the support of its ultimate parent company the One Group Hospitality, Inc. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover represents management fee income and consultancy fee income and is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

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 credited or charged to profit or loss.

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 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.

Stocks are stated at the lower of cost and estimated selling price. Cost comprises direct materials incurred in bringing the stocks to their present location and condition.

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 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 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, and loans from fellow group companies 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.

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 tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Payments to defined contribution retirement schemes are charged as an expense as they fall due.

Equity-settled share-based payments are measured at fair value using the Directors valuation. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate restricted stock units or shares that will eventually vest. This estimate is revised at each financial year end. A corresponding adjustment is made to equity.

The expense in relation to restricted stock units granted to employees of a subsidiary is recognised by the company as a capital contribution from the parent Company.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

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.

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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

During the year the Company had equity-settled share-based payment arrangements issued to staff. The equity-settled share-based payment arrangements are in respect of employees of this Company who were awarded shares in the ultimate parent Company by virtue of their employment.

Management used a Black Scholes valuation model to calculate the value of the share based payment expense in the period. Management have made assumptions about the inputs used in the valuation model regarding the risk free interest rate and volatility. As such, there is a degree of estimation uncertainty inherent in the share based payment expense, as the inputs are based on management's judgement.

The average monthly number of persons (including Directors) employed by the Company during the year was:

Details of the Company's subsidiaries at 31 December 2024 are as follows:

During the year ended 31 December 2024, the Company had equity-settled share-based payments issued to staff. The equity-settled share-based payment arrangements are in respect of employees of this Company who were awarded shares in the ultimate parent Company by virtue of their employment.

Type of Arrangement: Restricted Stock Units

Dates of Grant: 1 March 2022, 1 June 2023 and 14 May 2024

Number Granted: 23,363

Contractual Life: 3 years and 2.5 years.

Vesting requirements: restricted stock units shall vest in three instalments providing the participant is an employee of the Company on the applicable vesting date. One-third of the shares subject to the Restricted Stock Unit Award shall vest annually on the vesting date.

The restricted stock units were valued at the grant date by the Directors.

The restricted stock units outstanding at 31 December 2024 were nil (2023: 11,333).

During the year, the Company recognised total share-based payment expenses of £39,387 (2023 - £31,089) which related to equity settled share based payment transactions.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

In our opinion the financial statements:

• give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its profit 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.

Previously, the Company had provided a guarantee in respect of bank borrowings of the One Group LLC, a member of the group. This guarantee is in the form of the Company's bank balance being held as collateral for the borrowings. This covered the entire bank balance, which was £72,769 as at 31 December 2023. On 10 May 2024 this charge was satisfied.

At the reporting end date the Company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

The parent Company of T.O.G. (UK) Limited is The One Group LLC.

The results of the Company are included in the consolidated financial statements of The One Group Hospitality, Inc which are available from its registered office 1624 Market Street, Suite 311, Denver, Colorado, 80202.