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Registered number: 09581491 KNBY (UK) LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
KNBY (UK) LIMITED COMPANY INFORMATION
Directors | J Kofi-Sam
| S Pakula (appointed 24 August 2023)
| L Shutov
Registered number | 09581491
Registered office | Bob Bob Ricard
| 1-3 Upper James Street
| London
| W1F 9DF
Independent auditors | BKL Audit LLP
| Chartered Accountants & Statutory Auditor
| 35 Ballards Lane
| London
| N3 1XW
KNBY (UK) LIMITED CONTENTS
| Page
Group Strategic Report | 1 - 2
Directors' Report | 3 - 4
Independent Auditors' Report | 5 - 8
Consolidated Statement of Comprehensive Income | 9
Consolidated Statement of Financial Position | 10
Company Statement of Financial Position | 11
Consolidated Statement of Changes in Equity | 12 - 13
Company Statement of Changes in Equity | 14
Consolidated Statement of Cash Flows | 15 - 16
Notes to the Financial Statements | 17 - 39
KNBY (UK) LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 30 JUNE 2024
Introduction
The directors present their Group Strategic report for the year ended 30 June 2024.
Business review
The directors are satisfied with the results for the year and the financial position at the year end. Turnover decreased to £10.8 million from £12.3 million in 2023. Loss before tax for the year was £1.3 million compared to £3.8 million in 2023.
Principal risks and uncertainties
The assessment of risks faced by the Group and the development of strategies for dealing with these risks is achieved on an ongoing basis through the way in which the Group is controlled and managed. The risk management process seeks to enable the early identification, evaluation and effective management of the key risks facing the businesses at an operational level and to operate internal controls, which adequately mitigate these risks. The Group regularly assesses its risk management activities to ensure good practice in all areas. The principal risks and uncertainties are as follows: Competitive Landscape: London is known for its vibrant restaurant scene, and the competition among upscale restaurants can be fierce. Economic Factors: The current economic climate has impacted consumer spending habits, including the effect of fluctuations in currency exchange rates on overseas visitors. Cost Management: The company has implemented systems and procedures to help mitigate the impact of increases in operating costs, including staff wages, quality ingredients, and maintaining an elegant atmosphere. Ensuring effective cost management through efficient procurement, stock control, and optimisation of staff numbers is crucial for maintaining profitability. Staffing and Training: Hiring and retaining skilled staff, including chefs, sommeliers, and waitstaff, can be a challenge. There is a risk of staff turnover, which can impact service quality and customer satisfaction. Providing comprehensive training, creating a positive work environment, and investing in staff training and development can help mitigate this risk. Regulatory and Compliance: The restaurant industry is subject to various regulations and compliance requirements, such as health and safety standards, food hygiene regulations, licensing, and employment laws. Failing to comply with these regulations can result in penalties, reputational damage, or even closure. Staying updated on the relevant regulations and maintaining strict compliance is essential. Customer Preferences and Trends: Consumer preferences and dining trends can evolve rapidly, and it is important to adapt to changing customer demands, such as dietary preferences, sustainability, or technology integration, to maintain relevance and a strong customer base. Online Reputation Management: In today’s digital age, online reviews and social media presence play a significant role in shaping a restaurant’s reputation. Negative reviews or poor social media management can harm a restaurant’s image and deter potential customers. Actively managing customer feedback and reviews is essential to maintaining a positive reputation. Page 1
KNBY (UK) LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2024
Financial key performance indicators
In line with our operating objectives, we use both financial and non-financial KPIs. Where relevant, KPIs are used as our primary measure of whether we are achieving our objectives. However, the scale and size of our operations means that we use many other detailed performance measures in addition to KPIs. We also use KPIs to measure performance against our primary objective of growing our business to create value for the shareholder. We use qualitative assessments to judge progress against our objectives in areas where numerical measures are less relevant. The KPIs used to measure performance include turnover growth year on year, gross profit margin and adjusted EBITDA margin. We benchmark these measures against the appropriate industry competitors and make the necessary controls to ensure that we achieve our target ratios.
Other key performance indicators
The directors consider the number of future bookings of the private dining area and reviews by customers on third party websites as their key non-financial performance indicators. This report was approved by the board and signed on its behalf.
S Pakula Director
Date: 23 December 2025
Page 2
KNBY (UK) LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2024 The directors present their report and the financial statements for the year ended 30 June 2024.
Directors' responsibilities statement
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. 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙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.
Principal activity
The principal activity of the Company remains that of a holding company, whilst subsidiaries KNBY LND OP1 Limited and KNBY LND OP4 Limited operate restaurants. Subsidiaries KNBY LND PR1 Limited, KNBY LND PR3 Limited and Folie Restaurant Limited continue to rent restaurant property to fellow group companies.
Results and dividends
The loss for the year, after taxation, amounted to £1,302,043 (2023 - loss £3,923,969). The directors do not recommend a dividend for the year (2023 - £Nil).
Directors
The directors who served during the year were:
J Kofi-Sam
S Pakula (appointed 24 August 2023)
L Shutov
Future developments
There are no plans which will significantly change the activities and risks of the Group. Page 3
KNBY (UK) LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2024
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
Subsequent events
Subsequent to the year-end, the Group has entered into negotiations with its lenders regarding the refinancing of its existing debt facilities. As at the date of approval of the financial statements, these discussions are ongoing.
Auditors
During the year, Sopher + Co LLP resigned as auditors and BKL Audit LLP were appointed in their stead. Under section 487(2) of the Companies Act 2006, BKL Audit LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier. This report was approved by the board and signed on its behalf.
S Pakula Director
Date: 23 December 2025
Page 4
KNBY (UK) LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KNBY (UK) LIMITED
Opinion
We have audited the financial statements of KNBY (UK) Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 June 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity 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). In our opinion the financial statements: ∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 30 June 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 United Kingdom, including the Financial Reporting Council'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.
Material uncertainty related to going concern
We draw attention to note 2.3 in the financial statements, which indicates that continuing net liabilities identified that may cast significant doubt on the Group's ability to continue as a going concern. As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, 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 evaluation of the directors' assessment of the Group's ability to continue to adopt the going concern basis of accounting included consideration of the Group's forecasts and the assumptions underlying those forecasts. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 5
KNBY (UK) LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KNBY (UK) LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
Opinion 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 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.
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 Group Strategic Report or the Directors' Report. We have nothing to report in respect of the following matters in relation to which 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.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 is 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. Page 6
KNBY (UK) LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KNBY (UK) LIMITED (CONTINUED)
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 an Auditors' 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: ∙Enquiring of management and those charged with governance around actual and potential litigation and claims; ∙Enquiring of staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations; ∙Reviewing the general ledger in detail for all transactions with related parties; ∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; ∙Performing walkthrough testing to ensure systems and controls are operating as recorded where appropriate; ∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also: ∙Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. ∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control. ∙Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. Page 7
KNBY (UK) LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KNBY (UK) LIMITED (CONTINUED) ∙Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' Report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' Report. However, future events or conditions may cause the Company to cease to continue as a going concern. ∙Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. ∙Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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 an Auditors' 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. Catalina Feier FCA (Senior Statutory Auditor) for and on behalf of BKL Audit LLP Chartered Accountants Statutory Auditor London 30 December 2025 Page 8
KNBY (UK) LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2024
|  | As restated
| 2024 | 2023
Note | £ | £
Turnover | 4 | 10,847,776 | 12,327,041
Cost of sales |  | (9,025,518) | (8,981,334)
Gross profit |  | 1,822,258 | 3,345,707
Administrative expenses |  | (2,100,742) | (2,703,032)
Exceptional administrative expenses | 5 | - | (3,740,930)
Other operating income | 6 | 4,258 | 3,418
Operating loss | 7 | (274,226) | (3,094,837)
Interest receivable and similar income | 11 | - | 735
Interest payable and similar expenses | 12 | (1,027,817) | (729,981)
Loss before taxation |  | (1,302,043) | (3,824,083)
Tax on loss | 13 | - | (99,886)
Loss for the financial year |  | (1,302,043) | (3,923,969)
Revaluation loss on leasehold interest |  | - | (2,276,033)
Deferred tax movement on revaluation of leasehold interest |  | - | 773,556
Other comprehensive loss for the year |  | - | (1,502,477)
Total comprehensive loss for the year |  | (1,302,043) | (5,426,446)
(Loss) for the year attributable to: |  |  |
Owners of the parent Company |  | (1,302,043) | (3,923,969)
Total comprehensive loss for the year attributable to: |  |  |
Owners of the parent Company |  | (1,302,043) | (5,426,446)
The notes on pages 17 to 39 form part of these financial statements.
Page 9
KNBY (UK) LIMITED REGISTERED NUMBER: 09581491 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2024
|  |  |  | As restated
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 14 |  | 108,141 |  | 120,425
Tangible assets | 15 |  | 3,929,427 |  | 3,737,956
|  |  | 4,037,568 |  | 3,858,381
Current assets |  |  |  |  |
Stocks | 17 | 670,396 |  | 693,125 |
Debtors: amounts falling due after more than one year | 18 | 85,748 |  | 85,748 |
Debtors: amounts falling due within one year | 18 | 1,393,852 |  | 1,379,103 |
Cash at bank and in hand | 19 | 452,944 |  | 740,276 |
|  | 2,602,940 |  | 2,898,252 |
Creditors: amounts falling due within one year | 20 | (11,089,518) |  | (8,459,825) |
Net current liabilities |  |  | (8,486,578) |  | (5,561,573)
Total assets less current liabilities |  |  | (4,449,010) |  | (1,703,192)
Creditors: amounts falling due after more than one year | 21 |  | (8,805,021) |  | (10,248,796)
Provisions for liabilities |  |  |  |  |
Deferred taxation | 23 | (117,751) |  | (117,751) |
|  |  | (117,751) |  | (117,751)
Net liabilities |  |  | (13,371,782) |  | (12,069,739)
Capital and reserves |  |  |  |  |
Called up share capital | 24 |  | 5 |  | 5
Profit and loss account | 25 |  | (13,371,787) |  | (12,069,744)
|  |  | (13,371,782) |  | (12,069,739)
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
S Pakula
Director
Date: 23 December 2025
The notes on pages 17 to 39 form part of these financial statements. Page 10
KNBY (UK) LIMITED REGISTERED NUMBER: 09581491 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 16 |  | 445,132 |  | 445,132
|  |  | 445,132 |  | 445,132
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 18 | 2,676,481 |  | 2,678,480 |
Cash at bank and in hand | 19 | 44,995 |  | 65,808 |
|  | 2,721,476 |  | 2,744,288 |
Creditors: amounts falling due within one year | 20 | (11,073,742) |  | (9,783,095) |
Net current liabilities |  |  | (8,352,266) |  | (7,038,807)
Total assets less current liabilities |  |  | (7,907,134) |  | (6,593,675)
Creditors: amounts falling due after more than one year | 21 |  | (3,124,823) |  | (3,765,741)
Net liabilities |  |  | (11,031,957) |  | (10,359,416)
Capital and reserves |  |  |  |  |
Called up share capital | 24 |  | 5 |  | 5
Profit and loss account | 25 |  | (11,031,962) |  | (10,359,421)
|  |  | (11,031,957) |  | (10,359,416)
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
S Pakula
Director
Date: 23 December 2025
The notes on pages 17 to 39 form part of these financial statements. Page 11
KNBY (UK) LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2024
| Called up share capital | Revaluation reserve | Profit and loss account | Equity attributable to owners of parent Company | Total equity
| £ | £ | £ | £ | £
At 1 July 2023 (as previously stated) | 5 | 3,053,511 | (10,113,644) | (7,060,128) | (7,060,128)
Prior year adjustment (See Note 26) | - | (3,053,511) | (1,956,100) | (5,009,611) | (5,009,611)
At 1 July 2023 (as restated) | 5 | - | (12,069,744) | (12,069,739) | (12,069,739)
Comprehensive loss for the year |  |  |  |  |
Loss for the year | - | - | (1,302,043) | (1,302,043) | (1,302,043)
At 30 June 2024 | 5 | - | (13,371,787) | (13,371,782) | (13,371,782)
| The notes on pages 17 to 39 form part of these financial statements.
Page 12
KNBY (UK) LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2023
| Called up share capital | Revaluation reserve | Profit and loss account | Equity attributable to owners of parent Company | Total equity
| £ | £ | £ | £ | £
At 1 July 2022 (as previously stated) | 5 | 3,297,792 | (10,297,727) | (6,999,930) | (6,999,930)
Prior year adjustment (See Note 26) | - | - | 356,637 | 356,637 | 356,637
At 1 July 2022 (as restated) | 5 | 3,297,792 | (9,941,090) | (6,643,293) | (6,643,293)
Comprehensive loss for the year |  |  |  |  |
Loss for the year | - | - | (3,923,969) | (3,923,969) | (3,923,969)
Revaluation loss on leasehold interest | - | (2,276,033) | - | (2,276,033) | (2,276,033)
Deferred tax movement on revaluation of leasehold interest | - | 773,556 | - | 773,556 | 773,556
Transfer to/from profit and loss account | - | (1,795,315) | 1,795,315 | - | -
At 30 June 2023 | 5 | - | (12,069,744) | (12,069,739) | (12,069,739)
| The notes on pages 17 to 39 form part of these financial statements.
Page 13
KNBY (UK) LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2024
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 July 2022 | 5 | (9,360,114) | (9,360,109)
Comprehensive loss for the year |  |  |
Loss for the year | - | (999,307) | (999,307)
At 1 July 2023 | 5 | (10,359,421) | (10,359,416)
Comprehensive loss for the year |  |  |
Loss for the year | - | (672,541) | (672,541)
At 30 June 2024 | 5 | (11,031,962) | (11,031,957)
| The notes on pages 17 to 39 form part of these financial statements.
Page 14
KNBY (UK) LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2024
|  |  |  | As restated
|  |  | 2024 | 2023
|  |  | £ | £
Cash flows from operating activities |  |
Loss for the financial year | (1,302,043) | (3,923,969)
Adjustments for: |  |
Amortisation of intangible assets | 12,284 | 2,413
Depreciation of tangible assets | 390,762 | 439,221
Interest paid | 1,027,817 | 729,981
Interest received | - | (735)
Taxation charge | - | 99,886
Decrease/(increase) in stocks | 22,729 | (79,742)
(Increase) in debtors | (12,055) | (109,650)
(Increase)/decrease in amounts owed by groups | (2,694) | 688,206
Increase in creditors | 1,806,072 | 694,882
Increase/(decrease) in amounts owed to groups | - | (692,779)
Net cash generated from / (used in) operating activities | 1,942,872 | (2,152,286)
Cash flows from investing activities |  |
Purchase of intangible fixed assets | - | (5,393)
Purchase of tangible fixed assets | (582,282) | (152,396)
Interest received | - | 735
Purchase of subsidiary | - | (445,135)
Cash acquired on purchase of subsidiary | - | 50,324
Net cash used in investing activities | (582,282) | (551,865)
Page 15
KNBY (UK) LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2024
|  |  | As restated
|  | 2024 | 2023
|  | £ | £
Cash flows from financing activities |  |
New secured loans | - | 811,968
Repayment of loans | (715,177) | (1,531,030)
Other new loans | 95,072 | 3,313,760
Interest paid | (1,027,817) | (729,981)
Net cash (used in) / from financing activities | (1,647,922) | 1,864,717
Net (decrease) in cash and cash equivalents | (287,332) | (839,434)
Cash and cash equivalents at beginning of year | 740,276 | 1,579,710
Cash and cash equivalents at the end of year | 452,944 | 740,276
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 452,944 | 740,276
| 452,944 | 740,276
The notes on pages 17 to 39 form part of these financial statements.
Page 16
KNBY (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
1. | General information
KNBY (UK) Limited's ("the Company") principal activity remains that of a holding company, whilst subsidiaries KNBY LND OP1 Limited, KNBY LND OP4 Limited operate restaurants. The subsidiaries KNBY LND PR1 Limited, KNBY LND PR3 Limited and Folie Restaurant Limited continues to rent restaurant property to fellow group companies. Together the Company and its subsidiaries are referred to as "the Group". The Company is a private company limited by shares and is incorporated in England and Wales. The address of the principal place of business is Bob Bob Ricard, 1-3 Upper James Street, London, W1F 9DF. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
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 judgement 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 Comprehensive Income in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
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 Statement of Financial Position, 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. Page 17
KNBY (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 2.Accounting policies (continued)
| 2.3 | Going concern
The financial statements have been prepared on the going concern basis, which assumes that the Group will continue to trade for the foreseeable future, being a period of at least twelve months from the date of approval of these financial statements, and will be able to meet its debts as they fall due. At the year end, the Group was in a net liability position. The Directors have considered that the Group can meet its day to day working capital requirements through secured bank funding and support from it shareholders. The directors have obtained sufficient assurances from these parties of their ongoing commitment to maintain adequate funding for at least twelve months from the date of approval of these financial statements. Forecasts have been prepared through to December 2026, under the current economic conditions and based on the key assumption that the restaurants within the Group will remain open for the foreseeable future. As part of this assessment, the directors have considered a range of mitigating actions, including planned cost-cutting initiatives aimed at improving operational efficiency. In addition, the Group intends to increase its investment in marketing activities to support revenue growth and enhance brand visibility. While the directors are confident that the Company can meet its obligations as they fall due, the presence of ongoing economic uncertainty, reliance on continued trading performance, and the successful implementation of both the cost-saving and marketing plans give rise to a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. Nevertheless, the directors believe that it remains appropriate to prepare the financial statements on the going concern basis.
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. 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. Page 18
KNBY (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 2.Accounting policies (continued)
| 2.5 | Revenue
Revenue is earned from the sale of food and drinks from the operations of restaurants and rental income Revenue represents net invoiced sales of food and drinks, excluding value added tax and tips. Revenue is recognised when payment is rendered at the time of sale, and is all recognised in the United Kingdom. Management and brand consultancy fees are provided in the normal course of business and is shown net of VAT and other sales related taxes. These consultancy fees are recognised in line with the relevant agreement.
| 2.6 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term.
| 2.7 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.8 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.9 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.10 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. 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 Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds. Page 19
KNBY (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 2.Accounting policies (continued)
| 2.11 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
| 2.12 | Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.
| 2.13 | Intangible assets
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. Other intangible assets Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. 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. Page 20
KNBY (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 2.Accounting policies (continued)
| 2.13 | Intangible assets (continued)
The estimated useful lives range as follows:
|  |  |  | Computer Software | - | 10 | years
|  |  |  | Goodwill | - | 10 | years
| 2.14 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives. Depreciation is provided on the following basis:
|  |  |  | Leasehold property | - | over the period of the lease
|  |  |  | Plant and machinery | - | 20% straight line
|  |  |  | Fixtures and fittings | - | 10-20% straight line
|  |  |  | Computer equipment | - | 33% straight line
|  |  |  | Other fixed assets | - | Items are deemed to have indefinite useful life, therefore its appropriate that no depreciation is applied
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.
| 2.15 | Impairment of fixed assets and goodwill
Assets that are subject to depreciation or amortisation are assessed at each reporting 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 reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
| 2.16 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Page 21
KNBY (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 2.Accounting policies (continued)
| 2.17 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.18 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. 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.
| 2.19 | Financial instruments
The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares. (i) Financial assets Basic financial assets, including trade and other debtors, cash and bank balances are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method. At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 the Statement of Comprehensive Income. Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. (ii) Financial liabilities Basic financial liabilities, including trade and other creditors and accruals, 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 receipts discounted at a market rate of interest. Page 22
KNBY (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 2.Accounting policies (continued)
| 2.19 | Financial instruments (continued)
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. (iii) Offsetting Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Statement of Financial Position date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from these estimates. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Going concern assumption As indicated in Note 2.3, it is the directors' assessment that the group continues to be a going concern, however a material uncertainty does exist as a result of the impact of the future operations due to post pandemic macro-economic factors. Accordingly, the assets and liabilities have been valued on the basis that the group will continue in business. If this presumption is proven to be mistaken, the carrying value of assets and liabilities would need to be reappraised to reflect the impact of cessation. Key sources of estimation uncertainty 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: Valuation of stocks The Group establishes a provision for stocks in order to provide against obsolete, or damaged items and this is reviewed on an annual basis. Page 23
KNBY (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 3.Judgements in applying accounting policies (continued) Valuation of trade and other debtors Management recognise trade debtors net of provisions for any irrecoverable amounts. The recoverable amounts are considered to be those debts recovered post year-end and provisions are recognised for all debts outstanding at the date of the financial statements, that are past their due date. Impairment of Group's tangible and intangible assets Tangible and intangible assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and estimated disposal values.
4. | Turnover
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Sales of food and drinks | 10,701,390 | 12,327,041
| Management & Brand consultancy | 146,386 | -
|  | 10,847,776 | 12,327,041
| All turnover arose within the United Kingdom.
5. | Exceptional items
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Impairment of goodwill | - | 3,740,930
6. | Other operating income
|  |  |  |  |  | As restated
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Service gratuity | 4,258 | 3,418
Page 24
KNBY (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
7. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Exchange differences | 2,445 | 1,791
| Rent operating lease rentals | 764,721 | 546,043
| Depreciation | 390,811 | 439,221
| Amortisation | 386,377 | 96,459
8. | Auditors' remuneration
| During the year, the Group obtained the following services from the Company's auditors:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements | 2,000 | 25,000
| Fees payable to the Company's auditors in respect of: |  |
| The auditing of accounts of subsidiaries | 29,500 | -
| Non-audit services | 8,500 | -
| Taxation compliance services | 4,500 | -
| All assurance services not included above | 44,500 | 25,000
Page 25
KNBY (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
9. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Wages and salaries | 3,341,369 | 4,541,605 | 169,300 | 367,038
| Social security costs | 323,911 | 523,375 | 21,749 | 54,475
| Cost of defined contribution scheme | 84,748 | 83,067 | 3,683 | 4,319
|  | 3,750,028 | 5,148,047 | 194,732 | 425,832
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | Group | Group | Company | Company
|  |  | 2024 | 2023 | 2024 | 2023
|  |  | No. | No. | No. | No.
|  | Directors | 3 | 2 | 3 | 2
|  | Front of house, kitchen and other | 139 | 121 | - | -
|  |  | 142 | 123 | 3 | 2
10. | Directors' remuneration
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Directors' emoluments | 90,755 | 192,180
| During the year retirement benefits were accruing to no directors (2023 - NIL) in respect of defined contribution pension schemes.
11. | Interest receivable
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Other interest receivable | - | 735
Page 26
KNBY (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
12. | Interest payable and similar expenses
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Bank interest payable | 554,836 | 598,972
| Other loan interest payable | 472,981 | 131,009
|  | 1,027,817 | 729,981
13. | Taxation
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Total current tax | - | -
| Deferred tax |  |
| Origination and reversal of timing differences | - | 99,886
| Total deferred tax | - | 99,886
| Tax on loss | - | 99,886
Page 27
KNBY (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 13.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 20.5%). The differences are explained below:
|  |  |  |  |  | As restated
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (1,302,043) | (3,824,083)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 20.5%) | (325,511) | (783,937)
| Effects of: |  |
| Expenses not deductible for tax purposes | 87,201 | 22,050
| Capital allowances for year in excess of depreciation | 3,496 | 18,502
| Utilisation of tax losses | - | (78,295)
| Movement in deferred tax not recognised | 234,814 | 921,566
| Total tax charge for the year | - | 99,886
| Factors that may affect future tax charges
The Group have carried forward losses of approximately £5.1m (2023: 3.9m) which they can use to offset future tax charges. No provision has been made for a deferred tax asset in respect of these losses in excess of accelerated capital allowances and fair value movements in view of uncertainty as to when they may prove recoverable. Page 28
KNBY (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
14. | Intangible assets
| Group
|  | Computer software | Goodwill | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 July 2023 | 5,393 | 3,858,375 | 3,863,768
| At 30 June 2024 | 5,393 | 3,858,375 | 3,863,768
| Amortisation |  |  |
| At 1 July 2023 (as previously stated) | - | 96,459 | 96,459
| Prior Year Adjustment | - | 3,646,884 | 3,646,884
| At 1 July 2023 (as restated) | - | 3,743,343 | 3,743,343
| Charge for the year on owned assets | 539 | 11,745 | 12,284
| At 30 June 2024 | 539 | 3,755,088 | 3,755,627
| Net book value |  |  |
| At 30 June 2024 | 4,854 | 103,287 | 108,141
| At 30 June 2023 (as restated) | 5,393 | 115,032 | 120,425
| There are no intangible assets held within the Parent Company.
Page 29
KNBY (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
15. | Tangible fixed assets
| Group
|  | Leasehold property | Plant and machinery | Fixtures and fittings | Computer equipment | Other fixed assets | Total
|  | £ | £ | £ | £ | £ | £
| Cost |  |  |  |  |  |
| At 1 July 2023 (as previously stated) | 8,636,310 | 1,496,955 | 5,645,672 | - | - | 15,778,937
| Prior Year Adjustment | (4,698,930) | (201,233) | 494,924 | 264,098 | 114,940 | (4,026,201)
| At 1 July 2023 (as restated) | 3,937,380 | 1,295,722 | 6,140,596 | 264,098 | 114,940 | 11,752,736
| Additions | 69,950 | 91,580 | 409,957 | 8,326 | 2,469 | 582,282
| At 30 June 2024 | 4,007,330 | 1,387,302 | 6,550,553 | 272,424 | 117,409 | 12,335,018
| Depreciation |  |  |  |  |  |
| At 1 July 2023 (as previously stated) | 3,530,333 | 1,369,255 | 4,882,137 | - | - | 9,781,725
| Prior Year Adjustment | (2,420,905) | (214,547) | 628,420 | 240,087 | - | (1,766,945)
| At 1 July 2023 (as restated) | 1,109,428 | 1,154,708 | 5,510,557 | 240,087 | - | 8,014,780
| Charge for the year on owned assets | 189,495 | 42,689 | 139,896 | 18,731 | - | 390,811
| At 30 June 2024 | 1,298,923 | 1,197,397 | 5,650,453 | 258,818 | - | 8,405,591
| Net book value |  |  |  |  |  |
| At 30 June 2024 | 2,708,407 | 189,905 | 900,100 | 13,606 | 117,409 | 3,929,427
| At 30 June 2023 (as restated) | 2,827,952 | 141,014 | 630,039 | 24,011 | 114,940 | 3,737,956
Page 30
KNBY (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 15.Tangible fixed assets (continued)
| Fixed assets classified under “Other Fixed Assets” are not subject to depreciation. This is due to their long-lasting useful life and the fact that they are not expected to suffer material wear and tear or obsolescence over time. These assets are typically: ∙Held for long-term use ∙Maintained in a condition that preserves their functionality ∙Not subject to frequent technological changes As a result, management has assessed that the useful economic life of these assets is indefinite or significantly extended, and therefore, no systematic depreciation charge is applied. This policy is reviewed annually to ensure it remains appropriate and reflects the actual usage and condition of the assets.
16. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost |
| At 1 July 2023 | 445,132
| At 30 June 2024 | 445,132
Page 31
KNBY (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| KNBY LND OP1 Limited | 1-3 Upper James Street, London, United Kingdom, W1F 9DF | Ordinary | 100%
| KNBY LND OP4 Limited | 1 Upper James Street, London, United Kingdom, W1F 9DF | Ordinary | 100%
| KNBY LND PR1 Limited | 1-3 Upper James Street, London, W1F 9DF | Ordinary | 100%
| KNBY LND PR3 Limited | 1-3 Upper James Street, London, W1F 9DF | Ordinary | 100%
| Folie Restaurant Limited | 1-3 Upper James Street, London, England, W1F 9DF | Ordinary | 100%
17. | Stocks
|  | Group | Group
|  | 2024 | 2023
|  | £ | £
| Finished goods and goods for resale | 670,396 | 693,125
| The difference between purchase price or production cost of stocks and their replacement cost is not material.
| The carrying value of stocks are stated net of impairment losses totalling £Nil (2023 - £Nil). Impairment losses totalling £Nil (2023 - £Nil) were recognised in the Statement of Comprehensive Income.
Page 32
KNBY (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
18. | Debtors
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Due after more than one year |  |  |  |
| Other debtors | 85,748 | 85,748 | - | -
|  | Group | Group As restated | Company | Company As restated
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Due within one year |  |  |  |
| Trade debtors | 147,840 | 198,595 | - | -
| Amounts owed by group undertakings | 61,491 | 58,797 | 2,650,002 | 2,650,002
| Other debtors | 29,839 | 250,915 | - | -
| Prepayments and accrued income | 1,154,682 | 870,796 | 26,479 | 28,478
|  | 1,393,852 | 1,379,103 | 2,676,481 | 2,678,480
| Amounts owed by group undertakings are interest free and repayable on demand.
19. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Cash at bank and in hand | 452,944 | 740,276 | 44,995 | 65,808
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KNBY (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
20. | Creditors: Amounts falling due within one year
|  | Group | Group As restated | Company | Company As restated
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Bank loans (See Note 21) | 1,650,424 | 718,497 | 810,817 | 322,108
| Trade creditors | 3,003,519 | 2,160,784 | - | -
| Amounts owed to group undertakings | 3,495,062 | 3,495,062 | 9,586,547 | 8,795,167
| Other taxation and social security | 496,632 | 565,564 | - | -
| Other creditors | 620,783 | 364,057 | 300,000 | 300,000
| Accruals and deferred income | 1,823,098 | 1,155,861 | 376,378 | 365,820
|  | 11,089,518 | 8,459,825 | 11,073,742 | 9,783,095
| Amounts owed by group undertakings are interest free and repayable on demand.
21. | Creditors: Amounts falling due after more than one year
|  | Group | Group As restated | Company | Company As restated
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Bank loans (See Note 21) | 7,438 | 1,654,542 | - | 807,496
| Other loans (See Note 21) | 4,721,932 | 4,626,860 | - | -
| Other creditors | 3,124,823 | 2,958,245 | 3,124,823 | 2,958,245
| Accruals and deferred income | 950,828 | 1,009,149 | - | -
|  | 8,805,021 | 10,248,796 | 3,124,823 | 3,765,741
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KNBY (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
22. | Loans
| Analysis of the maturity of loans is given below:
|  | Group | Group As restated | Company | Company As restated
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Amounts falling due within one year |  |  |  |
| Bank loans | 1,650,424 | 718,497 | 810,817 | 322,108
| Amounts falling due 1-2 years |  |  |  |
| Bank loans | - | 779,764 | - | 362,733
| Amounts falling due 2-5 years |  |  |  |
| Bank loans | 7,438 | 874,778 | - | 444,763
| Other loans | 4,721,932 | 4,626,860 | - | -
|  | 4,729,370 | 5,501,638 | - | 444,763
|  | 6,379,794 | 6,999,899 | 810,817 | 1,129,604
| Bank loans comprises of two separate loans: 1) A bounce back loan. The loan term is 5 years and is repayable in monthly instalments. The loan attracts interest at a variable rate of 2.5% per annum above the Bank of England base rate. At the reporting date, the loan balance outstanding was £18,086 (2023: £28,734). 2) A Coronavirus Business Interruption loan. bank loan comprises a £1,639,776 term loan facility which is due for repayment on 27 May 2026. Interest is payable at a fixed annual rate of 7.8%. Following a breach in covenants as at 30 June 2024, the loan was classified as a current liability as at the reporting date. The bank facilities are secured by a fixed and floating charge on the Goup's assets, and a composite guarantee provided by related entities. Other loans comprises of a shareholder loan. The loan term is 5 years and bears interest at a fixed rate of 10% per annum, calculated on a daily basis and capitalised annually on 1 July. At the reporting date, the principal balance outstanding was £4,721,932 (2023: £4,626,860).
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KNBY (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
23. | Deferred taxation
| Group
|  | 2024 | As restated 2023
|  | £ | £
| At beginning of year | (117,751) | (791,421)
| Charged to profit or loss | - | (99,886)
| Charged to other comprehensive income | - | 773,556
| At end of year | (117,751) | (117,751)
| The provision for deferred taxation is made up as follows:
|  | Group | Group
|  | 2024 | As restated 2023
|  | £ | £
| Accelerated capital allowances | (117,751) | (117,751)
24. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 5 (2023 - 5) Ordinary Share Capital shares of £1.00 each | 5 | 5
25. | Reserves
Profit and loss account The profit and loss account represents the accumulated profits and losses. Page 36
KNBY (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
26. | Prior year adjustment
The comparative information in the financial statements has been restated from the figures previously reported in the prior year financial statements as follows: A prior year adjustment was required to impair goodwill on acqusition. This adjustment resulted in a decrease in intangible assets of £3,646,884 and an increase in administration expenses by the same amount. This increased the previously reported loss by £3,646,884 and increased net liabilities by the same amount. A second prior year adjustment was required as the fair value of one of the Group's leasehold interest was revalued. This review identified that the asset had been overstated in the prior period and that its value had declined materially. This had the following impact on the comparative figures: ∙Reduction in the net book value of the leasehold by £2,276,033. ∙Reduction in the deferred tax liability by £1,017,837. ∙Reduction in the revaluation reserve from £3,053,511 to £nil A third prior year adjustment was required to reflect revised assessments of business rates applied in earlier periods. This adjustment resulted in a reduction of the prior year profit by £97,933, a reduction in the retained earnings at 30 June 2022 by £23,478, an increase in creditors and a cumulative reduction in net assets at 30 June 2023 by £121,411. A fourth prior year adjustment was required to correct the closing position of its other loans as at 30 June 2023. This adjustment resulted in a decrease in other loans by £167,150 and an increase in the retained earnings as at 31 October 2022 and 30 June 2023 by the same amount. A fifth prior year adjustment was required to reflect the correct interest charge payable on the loan held with its shareholders. This adjustment resulted in a decrease in interest payable by £132,440 and a decrease in accruals by the same amount. This adjustment increased the previously reported loss by £132,440 and an increase in net assets by the same amount. A sixth prior year adjustment was required to correct the rent free accrual position as at 30 June 2023. This adjustment resulted in an increase in accruals due after more than one year by £301,850, a decrease in accruals due within one year by £21,161 and an increase in administrative expenses by £280,689. This adjustment decreased the previously reported loss by £280,689 and increased net liabilities by the same amount. A seventh prior year adjustment was required to reallocate credit notes incorrectly recorded in the year ended 30 June 2023, which should have been recorded in earlier periods. This adjustment resulted in an increase of £214,985 in cost of sales and an increase in the retained earnings as at 30 June 2022 by the same amount. This decreased the previously reported profit by £214,985, with no impact on the net liabilities as at 30 June 2023. Page 37
KNBY (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 26.Prior year adjustment (continued) The Group identified the need to reclassify certain account balances. As a result, the prior year financial statements have been restated. These reclassifications did not have any impact on the Group's total comprehensive income but did result in a decrease in retained earnings. These have been summarised below: ∙Turnover decreased by £4,377. ∙Cost of sales increased by £324,665. ∙Administrative expenses decreased by £493,868. ∙Interest payable increased by £164,827. ∙Tangible fixed assets decreased by £1,984. ∙Amounts owed by group undertakings decreased by £326. ∙Prepayments decreased by £382,772. ∙Other creditors decreased by £89,479. ∙Bank loans greater than one year decreased by £293,580. ∙Retained earnings decreased by £2,021. Prior year restatements A prior year restatement was necessary to reclassify pension costs of £46,408 from administrative expenses to cost of sales. A second prior year restatement was necessary to reclassify restaurant income of £54,792 from other operating income to turnover. A third prior year restatement was required to correctly disclose other loans as due within more than one year. This restatement resulted in an increase of £4,626,860 in other loans due within more than one year and a decrease in other loans due within one year by the same amount. A fourth prior year restatement was required to correct disclose the due within one year element of the bank loans. This restatement resulted in an increase of £10,648 in bank loans within one year and a decrease in bank loans due within more than one year by the same amount. These restatements had no impact on the previously reported profit or net liabilities.
27. | Pension commitments
The Group contributes to a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £78,906 (2023 - £71,566 ). Contributions totalling £7,672 (2023 - £23,752) were payable to the fund at the year-end date and included in creditors. Page 38
KNBY (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
28. | Commitments under operating leases
| At 30 June 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2024 | 2023
|  | £ | £
| Not later than 1 year | 1,435,311 | 1,435,311
| Later than 1 year and not later than 5 years | 5,744,080 | 5,741,244
| Later than 5 years | 16,615,503 | 18,124,531
|  | 23,794,894 | 25,301,086
29. | Related party transactions
| The Group has taken advantage of the exemption under FRS 102 33.1A Related Party Disclosures not to disclose transactions entered into between two or more members of a group, provided that any subsidiary undertaking which is a party to the transaction is wholly owned by a member of that group. At the reporting date the Group owed £3,424,823 (2023 - £3,258,245) jointly to shareholders of the Group. During the year the Group was charged interest of £346,626 (2023 - £341,818) on the balance due. The balance outstanding is unsecured and repayable on demand. At the reporting date a subsidiary has an outstanding shareholder loan. The loan term is 5 years and bears interest at a fixed rate of 10% per annum, calculated on a daily basis and capitalised annually on 1 July. At the reporting date, the principal balance outstanding was £4,721,932 (2023: £4,626,860).
30. | Subsequent events
Subsequent to the year-end, the Group has entered into negotiations with its lenders regarding the refinancing of its existing debt facilities. As at the date of approval of the financial statements, these discussions are ongoing.
31. | Controlling party
The ultimate parent undertaking is KNBY Limited, a company registered in the British Virgin Islands. The directors regard L Shutov, a director of the company, as the ultimate controlling party.
Page 39