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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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KOFISI HOSPITALITY GROUP LIMITED
COMPANY INFORMATION
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KOFISI HOSPITALITY GROUP LIMITED
CONTENTS
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KOFISI HOSPITALITY GROUP LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
KOFISI Hospitality Group Limited (the "Company"), including its subsidiary companies (the “Group”), is a leading hospitality brand offering customised and luxury workspaces for large enterprise in a dynamic and generative ecosystem with operations in multiple African locations, including Kenya, Tanzania, Nigeria and Morocco as well as in South Africa and Mauritius through our partner brand. These services are provided via Service Centres that offer clients a choice of flexible private offices, desks or meeting rooms and facilities. The Group operates under the trading name of KOFISI.
We are creating the best possible workday for our members using hospitality to deliver an exceptional experience across a dynamic range of facilities.
We do this responsibly to build the best future together- building a scaffolding for the future in our generative, human-centred ecosystem. We achieve spaces that don’t just perform—they outperform. generating the strongest financial returns in the industry though our high-utility Centres.
We define our growth objectives as:
We will craft ‘Unforgettable Member Experiences’, consistently delivering exceptional service across diverse African landscapes, fostering enduring connections and loyalty . We will grow across Africa with the ‘Land and Expand’ approach, establishing a strong presence in quality locations for enterprise-grade solutions . We will uphold high standards, training people to excel as ‘Professionals Serving Professionals’ in service, fostering employee engagement and satisfaction, and creating a positive and supportive work atmosphere.
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KOFISI HOSPITALITY GROUP LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Workspace environments are evolving globally to meet the demands of a changing workforce due to technology and change in habits. From individuals to multinationals there is a growing trend to outsource workspace to experts so that businesses can focus on core activities as well as enjoying enhanced benefits from the variety of designed spaces which are available in a flexible workspace. This “space as a service” mode is particularly valuable in developing markets where there is a greater degree of uncertainty and replicating modern work environments is more difficult.
KOFISI’s vision is to reimagine the future of workspace in Africa, creating dynamic and generative ecosystems where businesses and people thrive. We set new benchmarks for workplace quality and embrace innovation to empower enterprises and corporations, enhance employee productivity and act more sustainably. We will challenge outdated notions of what is possible on the continent, instead, we are building the infrastructure and culture for enterprise and people to succeed across the continent. Our mission is to create a multi-functional hospitality business that redefines office and workspace experience, enabling people to thrive, fuelling enterprise expansion, and delivering scalable returns. Through exceptional design, unparalleled services and a commitment to quality - our ambition is to be a world-class leader of work environments, crafting a seamless network of lifestyle ecosystems to support people, talent, enterprise and investors in all major cities on the Continent - and beyond. KOFISI Members enjoy more than just a place to work. They gain access to dynamic, generative and supportive spaces where their office experience blends seamlessly with places to eat, meet and network after hours. Every KOFISI Centre across the continent delivers a tailored experience, with five-star amenities such as bespoke office and workplace design, premium hospitality services, events and wellness facilities and programmes. In blending the professionalism of office space with the comfort and hospitality of a luxury hotel, KOFISI transforms the way people work, meet and grow—elevating and empowering every moment of your business journey.
The Group made a loss in the year attributable to the owners of the parent company of $3.2m (2023: $16.3m profit resulting from some exceptional items). Revenues for 2024 and as at the date of this report, on a run rate basis, are at a level capable of supporting the central overhead base, resulting in positive normalised operating EBITDA.
During the year the Group continued to rationalise and concentrate on its core service line, being Serviced Offices as well as growing its ancillary revenue lines in events. Revenues have increased year on year from $8.25m in 2023 to $10.27m in 2024.
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KOFISI HOSPITALITY GROUP LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Occupancy across all Centres is over 90%, with one Centre at levels over 100%. During the year, the Group opened over 80,800 square feet of new spaces and onboarded multiple new multinational clients. In addition, the Group continues to focus on strengthening its ancillary revenue business (meeting rooms, event space and catering) achieving a growth multiple of 5x on our [2021] levels. KOFISI continues to focus on large scale spaces. The KOFISI Square at 88,000 sqft continues to be one of the largest workspace Centres delivered in Sub Saharan Africa, with a sophisticated range of community facilities installed for members to use. At December 2025 the company had a pipeline of 987,000 of new spaces across multiple countries, with an associated client pipeline with contract values of $700,000 per month under discussion.
KOFISI at the end of 2024 operated 8 Centres with one additional location (Casablanca) scheduled to open in Jan 2025, offering a total of 306,000 sqft of workspace (42% growth on 2023). In Q2 2024, KOFISI Square was expanded through a landmark contract with The Bill and Melinda Gates Foundation. Through the partnership signed with Workshop17, we have created the largest private network with 24 locations, now with over 400,000 sqft of space. KOFISI continues to receive various Global accolades underscoring its leadership in the workspace sector.
The strategy for KOFISI is to open in its selected 10 countries in Africa (7 operational). It has active discussions for Egypt & Ethiopia for 2026 and will increase its presence in West Africa in 2026 to include Ghana.
KOFISI has entered a second continent with the signing of a lease in Dubai in the GCC. KOFISI believes there is huge relevance for its product in the GCC, notably due to the emerging nature of this market, its proximity and deep relationship with the African continent. KOFISI has a pipeline for a further 4 locations in discussion. This takes the development pipeline for KOFISI over 1m square feet.
In 2025 KOFISI has increased its footprint in Nairobi with the signing of a new lease at KOFISI Kaskazi – a 90,000 sqft location, to include the full range of customised office, member club and hospitality services. In December 2025 KOFISI has a portfolio size of 11 locations across 441,000 sqft in management and in build (44% growth). In 2026 it has development activity of a further 3 locations (including Dubai) taking its total under management to 700,000 sqft. The combined portfolio with Workshop 17 will be reach 1 million square feet; 3x the size since inception of the partnership in 2023.
In its books, KOFISI leaves a convertible shareholder loan of $4.5m on the company balance sheet.
In the year 2025 as of the date of this report, KOFISI has successfully raise project finance of over $10m alongside $2.5m of equity. The company continues to pursue further funding in 2026, using credit products to fund the roll out of new locations, and equity finance for the investment into platform activities. The programme for credit is targeted at $30m and for equity at $5m over the next 12 months. This will include a company rights issue in Q1 of 2026.
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KOFISI HOSPITALITY GROUP LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Our principal risks can be seen in broad terms to encompass Currency, Political, Commercial, Credit, Ability to Raise Finance, Health and Safety, Control Environment and Compliance Obligations.
Currency The Group expects to operate and conduct its services in jurisdictions which could generate revenue, expenses and liabilities in currencies other than our functional currency which is the US Dollar. As a result, we will be subject to the foreign currency risks. Where appropriate the Group will consider entering forward contracts to limit the exposure. Political The Group is continuously monitoring the political environment in Africa. Although the Group does no work directly for the public sector, the sector agnostic requirement for workspace infers that this risk of political impact is materially mitigated. In regards other political risk such as terrorism and war, the Group ensures such political risks are covered within the insurance policy cover. Commercial The Group commercial risks include, but are not limited to, customer and supplier due diligence, resource forecasting, and governance and control policies. The Group carries out checks on material customers and suppliers. Credit The Group on the whole, will be exposed to the credit risk of clients related to the non-payment for services or non-reimbursement of costs incurred. The Group may also be subject to strict performance metrics that could increase its credit risk, requiring effort by management to retrieve payment for services. Failure by any clients to pay for services or reimburse costs may adversely increase the Group’s credit risk that could have an impact on its profitability. Ability to raise finance The Group has successfully raised finance through various forms including debt, equity and listed bonds since its formation. The working capital assumptions for the next twelve months assume this will continue as additional funding through debt and equity is required to support the growth in the business. The inability to raise further finance to provide development capital to existing service lines and their capital expenditure pipeline will have a detrimental effect on the Group’s ability to achieve its growth goals. Compliance obligations Owing to the breadth of countries in which the Group operates, working to compliance obligations is integral to our business. We continually work to ensure that we obtain and continue to comply with all necessary approvals, licenses or permits. Health and Safety The Group puts health and safety firmly at the top of the list for every single project it undertakes from construction services to running serviced commercial offices. Occupational Health and Safety directives are constantly assessed through robust management systems at a local and a global level. The Group ensures all sub-contractors adhere to equally high standards.
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KOFISI HOSPITALITY GROUP LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Control Environment
The Group operates subsidiaries in West, East and South Africa where the control environment expectations are different to those in the United Kingdom. This increases the risk of a weaker control environment in our operating subsidiaries. Management work to the principal that the control environment will be maintained across the Group to the highest standard. Corporate Social Responsibility Our workspace solutions enable local and international businesses to establish themselves and grow, impacting communities in the countries in which we operate. By enabling businesses, we provide a platform for job creation as well as catering for the emerging entrepreneurial class of Africa.
At KOFISI, sustainability shapes every part of our business and our vision for Africa’s global role. From the people we empower to the materials we use and the partnerships we build, we act with care and long-term responsibility. We’re creating a generative, human-centred and future-conscious platform for work—where dynamic spaces grow value for clients, communities and the people within them. Sustainability means creating opportunity: jobs, local partnerships and environments where people can thrive. As Africa’s story evolves, we’re proud to help shape a more inclusive, resilient future.
We are committed to operating in a way that minimises our impact on the environment and to continually look at ways in which KOFISI can improve and operate in a more sustainable way across all locations. We have a vision to install and help our members consider more environmentally friendly solutions during their working day, which starts with providing workspaces from where they can operate in a more sustainable fashion. As an organisation, we understand our obligation to ensure KOFISI community is making a positive contribution towards the fragile eco system here in Africa.
People are the heart of the KOFISI business. From improving and amplifying shared office and workspace standards, as well as service delivery in Africa, to supporting the development of people who work for us and providing productive and engaging places for clients to grow professionally – we are committed to programmes that support productivity in all our stakeholders. Our culture supports diversity and inclusion throughout the role and to aspire to achieve
We know that enterprise works best when people do. When business invests in people their skills, their wellbeing, their potential - it invests in its own stability and productivity. Hiring and developing local talent, sourcing responsibly, and supporting the communities around our Centres isn’t just the right thing to do; it’s the smart thing to do. Strong communities create strong markets. Teams who feel valued, connected, and supported will always outperform those who don’t. The environments we design are built around the same idea — places where people thrive; spaces that inspire collaboration, confidence, and creativity. Within our network, businesses learn from one another, grow together, and contribute meaningfully to the places they call home. Africa has no shortage of talent or ambition. What it needs is opportunity, infrastructure, and belief. By focusing on social equity— fair pay, education, inclusion, and empowerment — we’re helping unlock that potential and build a stronger, more sustainable future for all. Because at the end of the day, people are the business. And when they thrive, so does everything else.
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KOFISI HOSPITALITY GROUP LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
We have worked hard to install string business conduct and implement ethical practices. Professional business operations and exemplary principles of behaviour are expected from every employee, manager and Director, and these high standards are applied throughout the organisation in all departments and across all operating structures.
The KOFISI Hospitality Group Ltd is a multi-jurisdictional business with live operations in 6 countries, and partners operations in 2 countries. These operations are carried out through locally registered subsidiaries. All accounting and corporate process is governed centrally under the same governed process as the holding company. To open new buildings in incumbent countries, or considering entry to a new jurisdiction, a formal risk approval process is deployed. This is a stringent documented process with obligations, milestones and approvals required before any commitments are granted. The risk committee process is managed by the Board. Our Board provides oversight of, and strategic guidance to the KOFISI senior management. The Board has at least six regular meetings each year, and covers the roles of Audit, Compensation and Nomination requirements for the company. • A Board of members and strategic advisors • All with extensive experience in areas that impact the business • Topco is The KOFISI Hospitality Group with UK ABC standard throughout In 2024, a Head of People was hired into the company. This has been evolved in 2025 to cover a Head of Talent and a Head of Academy.
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KOFISI HOSPITALITY GROUP LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Cultivating Diversity and Inclusion
We believe that diversity fuels innovation and strengthens our ability to understand and meet the needs of our Members. 63% of our senior management team are women, and 96% of our employee base is African.. Developing Local Talent We nurture local talent and provide opportunities for growth within our company. We promote jobs internally before externally - successfully promoting 17 team members. 97% of our team were trained in vocational courses across all departments in 2024. Employee Wellbeing A happy and healthy workforce is a productive workforce. 90% of our team is covered by health and wellness benefits, with regular health and wellness checks offered in-house. The company has conducted two employee surveys to identify areas for improvement. Community Programmes KOFISI has a positive impact on the communities in which we operate through Member Programming and CSR initiatives. Over 450 desks have been supplied to schools in Kenya and over 250 artworks purchased from Uweza Art Gallery in Kibera. Carbon Footprint Our goal is to reduce our carbon footprint and champion sustainable practices. In 2024 680,000 coffees were served in sustainable cups. We provide filtered water in glass bottles, preventing single-use water bottles entering the ecosystem. Resource Efficiency We continue too ptimise resources by integrating energy and water saving technologies in our Centres. Our Centre in Ikoyi is the city’s first Green certified building and we have 100% commitment to recycling across all KOFISI Centres. Risk Management We recognise the importance of identifying and managing potential risks to our business. In 2024 there were 0 reported cases of corruption or bribery and 1 comprehensive employee handbook code of conduct developed. Sustainable Procurement We collaborate with responsible suppliers and embed good practices across our supply chains. Over 75% of our fixtures and fittings are sourced and made by African suppliers and our kitchens have reached 90% sustainability using responsible suppliers such as Farm to Feed Kenya and Toro Meats.
KOFISI has made significant strides in its expansion plans during the year 2025. A 47,000 sqft space was opened in Casablanca, Morrocco in January 2025 in addition in the year a number os new leases were signed across Africa and the GCC.
These efforts are coupled with a growing pipeline, reflecting growing demand for our premium office solutions. To support our goal of launching four 78,000 sqft centres annually, a $30 million credit funding round is underway. In 2025 KOFISI also saw important leadership developments, including the appointment of Pauline Siteyi as the new Head of Talent replacing Liz Robertson in October 2025. Further the company engaged Peter Overy as its Chief Experience Officer in Q4 2025. The Group is in final proposal for its new Chief Operating Officer to start in 2026.
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KOFISI HOSPITALITY GROUP LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Since the date of the accounts the following key developments have occurred:
• Over $11m capital raised in 2025 for project finance to be applied across new sites. • A new lease was signed for a 56,800 sqft space in Nairobi (Kaskazi) with an option for a further 28,500 sqft with the first phase of the Centre open to clients in November 2025 • Closure of 2 smaller sites in Kenya: Karen (10,000 sqft) in September 2025 and Landmark (12,000 sqft) executed in December 2025. This is to allow the company focus on larger spaces where the client experience can be enhanced by a mixture of community spaces, investments in hotelifications of service and larger economies of scale. • A new lease was signed in Kigali for 70,000 sqft with Kigali Innovation City Rwanda. • A new lease was signed in December 2025 for Dubai – for a 100,000 sqft location in Dubai Expo city. • A pipeline of new locations continues to grow growth into the GCC with new locations in Dubai, Abu Dhabi and Saudi Arabia, as well in Africa with locations in Egypt and two further locations in Morrocco.
This report was approved by the board on 24 December 2025 and signed on its behalf.
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KOFISI HOSPITALITY GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments 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 Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to 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.
The loss for the year, after taxation, amounted to $3,230,321 (2023 - profit $16,278,713).
Post balance sheet events
Subsequent to the year end, the Group raised $10.5m in respect of a project finance facility, structured as an interest paid, amortising loan note and secured against the development of KOFISI Kaskazi. Subsequent to the year end, the Company issued further share capital taking the current share capital to 156,939,246 Ordinary A Shares, further details can be found at Companies House. Further operational matters which have been undertaken subsequent to the year end have been detailed within the group strategic report.
The directors who served during the year were:
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KOFISI HOSPITALITY GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
After the year end Barnes Roffe LLP resigned as auditors due to the transfer of its audit business and its successor Barnes Roffe Audit Limited was appointed by the directors under s485 Companies Act 2006.
This report was approved by the board on
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KOFISI HOSPITALITY GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KOFISI HOSPITALITY GROUP LIMITED
We have audited the financial statements of Kofisi Hospitality Group Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated statement of income and retained earnings, the Consolidated analysis of net debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows and the related notes, 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).
We draw attention to note 2.4 in the financial statements, which indicates that the group's total liabilities exceeded its total assets by $7.2m. As stated in note 2.4, these events or conditions, along with the other matters as set forth in note 2.4, indicate that a material uncertainty exists that may cast significant doubt on the Group's or the Parent Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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KOFISI HOSPITALITY GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KOFISI HOSPITALITY GROUP LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group 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 Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
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 Group strategic report or the Directors' report.
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KOFISI HOSPITALITY GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KOFISI HOSPITALITY GROUP LIMITED (CONTINUED)
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KOFISI HOSPITALITY GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KOFISI HOSPITALITY GROUP LIMITED (CONTINUED)
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 an Auditor's report 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 Group financial statements.
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:
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: - The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; - We identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the relevant sector; - We focused on specific laws and regulations, which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and ISO standards; - We assessed the extent of compliance with laws and regulations identified above through making enquires of management and inspecting legal correspondence and identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: - Making enquires of management as to where they considered there was susceptibility to fraud, their knowledge of actual suspected and alleged fraud; and - Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. . To address the risk of fraud through management bias and override of controls, we: - Performed analytical procedures to identify and unusual or unexpected relationships; - Tested journal entries to identify unusual transactions; - Assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and - Investigated the rationale behind significant or unusual transactions.
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KOFISI HOSPITALITY GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KOFISI HOSPITALITY GROUP LIMITED (CONTINUED)
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial statements, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect that those that arise from errors as they may involve deliberate concealment or collusion.
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 Auditor's report.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditor
Leytonstone House
3 Hanbury Drive
London
E11 1GA
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KOFISI HOSPITALITY GROUP LIMITED
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2024
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KOFISI HOSPITALITY GROUP LIMITED
REGISTERED NUMBER: 09112066
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 24 December 2025.
The notes on pages 21 to 43 form part of these financial statements.
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KOFISI HOSPITALITY GROUP LIMITED
REGISTERED NUMBER: 09112066
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 21 to 43 form part of these financial statements.
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KOFISI HOSPITALITY GROUP LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
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KOFISI HOSPITALITY GROUP LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2024
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KOFISI HOSPITALITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Kofisi Hospitality Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is Leytonstone House, 3 Hanbury Drive, Leytonstone, England, E11 1GA.
The principal activity of the company continued to be the provision of integrated services to its subsidiaries and to act as a holding company. Integrated services includes the provision of risk management and financial direction, commercial management and support services including market elevation, marketing and branding assistance, sales and pipeline management, and assistance with material customer sales. The principal activity of the group is the provision of serviced offices and facilities management in the East and South African regions as well as Nigeria.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of income and retained earnings in these financial statements. The following principal accounting policies have been applied:
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS102 "The Financial Reporting Standard applicable in UK and Republic if Ireland":
- the requirements of Section 33 related Party Disclosures paragraph 33.7. The information is included in the consolidated financial statements of Kofisi Hospitality Group Limited as at 31 December 2024 and these financial statements may be obtained from Companies House.
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KOFISI HOSPITALITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases. In the consolidated financial statements investments in associates and joint ventures are accounted for as per note 2.9.
The group has has net liabilities of $7.23m as at 31 December 2024.
The group continues to make financial losses post year end and therefore there remains a material uncertainty that the group will have the ability to continue as a going concern. Despite this uncertainty, the directors have a reasonable expectation that the group will be able to meet its liabilities as they fall due and therefore can continue as a going concern for at least 12 months from the date of signing the accounts. The financial statements have been prepared on that basis and do not include adjustments that would result if the group was unable to continue as a going concern.
Revenue comprises the fair value of the consideration received and receivable by the group from the provision of its services. Those services include facilities management, construction services and the provision of serviced office workspaces.
Revenue is shown net of sales and value added taxes, returns, rebates and discounts. The group recognises revenue when: • The amount of revenue can be reliably measured; • It is probable that future economic benefits will flow to the entity; and • Specific criteria have been met for each of the activities.
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KOFISI HOSPITALITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Consolidated statement of comprehensive income over its useful economic life.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
At the balance sheet date goodwill and other intangible fixed assets have been fully impaired.
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KOFISI HOSPITALITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
In the consolidated accounts, interests in associated undertakings and joint ventures are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated statement of income and retained earnings includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated balance sheet, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition. Any premium on acquisition is dealt with in accordance with the goodwill policy.
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KOFISI HOSPITALITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Given the jurisdictions in which the group operates it is noted that local banking protocols may restrict the free flow of funds within the group. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
Functional and presentation currency
The Company's functional and presentational currency is USD. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. On consolidation, the results of overseas operations are translated into Dollars at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
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KOFISI HOSPITALITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
Rental income from operating leases is credited to profit or loss on a straight line basis over the lease term.
Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet.
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KOFISI HOSPITALITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
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KOFISI HOSPITALITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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 costs of inventories or non-current 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. Retirement benefits Payments to defined contribution retirement benefit schemes are charges as an expense as they fall due.
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KOFISI HOSPITALITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated statement of comprehensive income. For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date. Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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 Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The company does not currently apply hedge accounting for interest rate and foreign exchange derivatives. Equity instruments Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Incremental costs of directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Financial liabilities and equity are classified according to the substance of the financial instrument's contractual obligations, rather than the financial instrument's legal form.
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KOFISI HOSPITALITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Group determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value and in the case of loans and borrowings, plus directly attributable transaction costs. Subsequently, the measurement of financial liabilities depends on their classification as follows: Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss includes financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are acquired for the purpose of repurchasing in the near term. Derivatives, including separately embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognised in profit or loss. Interest bearing loans and borrowings Obligations for loans and borrowings are recognised when the Group becomes party to the related contracts and are measured initially at the fair value of consideration received less directly attributable transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Gains and losses arising on the repurchase, settlement or otherwise cancellation of liabilities are recognised respectively in finance revenue and finance cost. Derecognition of financial liabilities A liability is derecognised when the contract that gives rise to it is settled, sold, cancelled or expires. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such as an exchange or modification, this is treated as a derecognition of the original liability, such that the difference in the respective carrying amounts together with any costs or fees incurred are recognised in profit or loss.
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KOFISI HOSPITALITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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, if the revision affects only that period, or in the period of the revision and future periods, if 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 value of assets and liabilities are outlined below. Critical accounting estimates Impairment of debtors The group makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience. Dilapidation provision The group makes an estimate in respect of its obligation to repair and reinstate the leased premises at the end of the lease period. The provision reflects management's best estimate of the expected costs. Carrying value of goodwill In assessing impairment, management estimates the recoverable amount of each cash-generating unit based on discounted expected future cash flows, Estimation uncertainty relates to assumptions about future operating results and the determination of a suitable discount rate. Full details are provided in Note 2.6. Taxation Corporate tax filings are under review in certain jurisdictions and the group is working with local advisors to resolve outstanding queries to the satisfaction of local tax authorities. A provision has been made following an assessment by management of the expected liabilities that may fall due in order to conclude these enquiries. Given that the dialogue with respective tax authorities is ongoing and the fact that certain assessments, which management have dispured, have been raised using estimated figures, the total liability and the timing thereof remains uncertain and accordingly has been treated as a provision in these financial statements. In some cases estimated assessments are in excess of the liability recognised in these financial statements but management believe they have adopted a prudent stance in calculating the provision required bearing in mind the outcome they believe will arise when estimated amounts are replaced by correct actual amounts.
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KOFISI HOSPITALITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 32
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KOFISI HOSPITALITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 33
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KOFISI HOSPITALITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The group has significant tax losses carried forward which may be offsetable against future profits. See also note 18.
Page 34
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KOFISI HOSPITALITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of income and retained earnings in these financial statements. The loss after tax of the parent Company for the year was $
Page 35
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KOFISI HOSPITALITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 36
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KOFISI HOSPITALITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 37
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KOFISI HOSPITALITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 38
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KOFISI HOSPITALITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 39
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KOFISI HOSPITALITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 40
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KOFISI HOSPITALITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
During the prior year, the company sub-divided its Ordinary shares of $1 each into Ordinary A shares of $0.000001 each.
During the year the company issued 10,173,097 Ordinary A $0.000001 shares for consideration of $2,973,971.
Share premium account
Share based payment reserve
Profit and loss account
The Group operates a defined contributions pension scheme. The pension cost charge represents contributions payable by the Group to the fund and amounted to $29,977 (2023 - $19,276).
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KOFISI HOSPITALITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Subsequent to the year end, the Company issued further share capital taking the current share capital to 156,939,246 Ordinary A Shares, further details can be found at Companies House. Further operational matters which have been undertaken subsequent to the year end have been detailed within the group strategic report.
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KOFISI HOSPITALITY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
During the year certain share based payments arose in the form of a bonus to be settled by the issue of ordinary shares.
At the reporting date, the shares had not yet been issued; therefore, the amount recognised in respect of these awards remains within the share-based payment reserve. When the shares are issued, the balance will be transferred from the reserve to share capital and share premium. The charge for the year in respect of share based payments was $93,000, there was no opening balance and no transfer to share capital and share premium during the year. The closing balance of $93,000 has been recognised within equity.
The Company has no single controlling party.
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