COFFEE & BREAD LIMITED

Registered number

08764602

Annual Report and Audited Accounts

31 December 2024

COFFEE & BREAD LIMITED
Report and accounts
Contents




Page

Company information	1
Director's report	2
Independent auditor's report	3-5
Profit and loss account	6
Statement of comprehensive income	7
Balance sheet	8
Statement of changes in equity	9
Notes to the accounts	10-13

COFFEE & BREAD LIMITED

Company Information

Director

Mr. Munir Khalil Ali

Auditors

KZ Auditors

5 Brayford Square,

Greater London

United Kingdom

E1 0SG,UK

Registered office

63 Elizabeth Street

London

United Kingdom

SW1W 9PP

Registered number

08764602

COFFEE & BREAD LIMITED
Registered number:		08764602
Director's Report

The director presents his report and accounts for the year ended 31 December 2024.

Principle activities
The Company remained non-operational during the period ended 31 December 2024 due to ongoing refurbishment activities. Trading operations commenced in June 2025.The principle activities of Coffee & Bread Limited include the following: -Other retail sale of food in specialised stores

Directors
The following person was appointed as the new Director of the company as of 26 April 2022:

Mr. Munir Khalil Ali

Director's responsibilities
The Director is responsible for preparing the report and accounts in accordance with applicable law and regulations.
Company law requires the director to prepare accounts for each financial year. Under that law, the director has elected to prepare the accounts in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the accounts unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these accounts, the director is required to:
●	select suitable accounting policies and then apply them consistently;
●	make judgements and 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 accounts on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is 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 enable him to ensure that the accounts comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Disclosure of information to auditors
The director at the date of approving this report is aware, there is no relevant audit information of which the company's auditor is unaware. Additionally, the director has taken all the necessary steps that he ought to has taken as director in order to make himself aware of all relevant information and to establish that the company's auditor is aware of that information.

Small company provisions
This report has been prepared in accordance with the provisions in Part 15 of the Companies Act 2006 applicable to companies subject to the small companies regime.

This report was approved by board on 7 April 2026 and signed on its behalf.



Mr. Munir Khalil Ali
Director

COFFEE & BREAD LIMITED
Independent auditor's report
to the member of COFFEE & BREAD LIMITED

Opinion

We have audited the accounts of COFFEE & BREAD LIMITED for the year ended 31 December 2024 which comprise the Profit and Loss Account, the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and notes to the accounts, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 101 'Reduced Disclosure Framework ' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the accounts:
●	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;
●	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice;
●	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 Auditor’s responsibilities for the audit of the accounts section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the accounts in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainity relating to going concern
We draw attention to the note going concern on page 10 in the financial statements, which indicates that the company incurred a net loss of £38,036 during the year ended 31 December 2024 and, as of that date, the company's total liabilities exceeded its total assets by £38,034. These conditions, along with other matters as set forth in the going concern note on page 10 indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Other information
The other information comprises the information included in the annual report other than the accounts and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the accounts 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 accounts 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 accounts themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
●	the information given in the directors’ report for the financial year for which the accounts are prepared is consistent with the accounts; and
●	the directors’ report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in 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, or returns adequate for our audit have not been received from branches not visited by us; or
●	the accounts are not in agreement with the accounting records and returns; or
●	certain disclosures of directors’ remuneration specified by law are not made; or
●	we have not received all the information and explanations we require for our audit; or
●	the directors were not entitled to prepare the accounts in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report.

Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the accounts 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 accounts that are free from material misstatement, whether due to fraud or error.
In preparing the accounts, the directors are responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the accounts
Our objectives are to obtain reasonable assurance about whether the accounts 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 accounts.


Extent to which the audit was considered capable of detecting irregularities, including fraud
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:
●	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 director and other management, and from our commercial knowledge and experience;
●	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, taxation legislation and employment law.
●	we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; 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 enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;
●	considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and
To address the risk of fraud through management bias and override of controls, we:
●	performed analytical procedures to identify any unusual or unexpected relationships;
●	tested journal entries to identify unusual transactions;
●	assessed whether judgements and assumptions made in determining the accounting estimates;
●	investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
●	agreeing financial statement disclosures to underlying supporting documentation;
●	enquiring of management as to actual and potential litigation and claims; and
●	reviewing correspondence with HMRC, relevant regulators.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required 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 than those that arise from error as they may involve deliberate concealment or through collusion.
A further description of our responsibilities for the audit of the accounts is available on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Other matters which are required to address
The comparative figures are unaudited.

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 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.



Ahmed Malik
(Senior Statutory Auditor)		5 Brayford Square,
for and on behalf of
KZ Auditors		Greater London
Statutory Auditor		United Kingdom
7 April 2026		E1 0SG,UK

COFFEE & BREAD LIMITED
Profit and Loss Account
for the year ended 31 December 2024


	2024		2023
£		£


Administrative expenses	(38,036)		-

Operating loss	(38,036)		-


Loss before taxation on ordinary activities	(38,036)		-

Tax on loss	-		-

Loss for the financial year	(38,036)		-

COFFEE & BREAD LIMITED
Statement of comprehensive income
for the year ended 31 December 2024


	2024		2023
£		£

Loss for the financial year	(38,036)		-

Other comprehensive income	-		-

Total comprehensive loss for the year	(38,036)		-

COFFEE & BREAD LIMITED
Registered number:		08764602
Balance Sheet
as at 31 December 2024

Notes			2024			2023
£				£
Fixed assets
Tangible assets	6		493,330			-

Current assets
Debtors	7	111,756			2

Creditors: amounts falling due within one year	8	(643,120)			-

Net current (liabilities)/assets			(531,364)			2

Total assets less current liabilities			(38,034)			2




Net (liabilities)/assets			(38,034)			2

Capital and reserves
Called up share capital			2			2
Profit and loss account			(38,036)			-

Shareholder's funds			(38,034)			2

The accounts have been prepared and delivered in accordance with the special provisions applicable to companies subject to the small companies regime. The profit and loss account has not been delivered to the Registrar of Companies.




Mr. Munir Khalil Ali
Director
Approved by the board on 7 April 2026

COFFEE & BREAD LIMITED
Statement of Changes in Equity
for the year ended 31 December 2024

Share		Profit		Total
capital		and loss
account
£		£		£

At 1 January 2023	2		-		2



At 31 December 2023	2		-		2



At 1 January 2024	2		-		2

Loss for the financial year			(38,036)		(38,036)


At 31 December 2024	2		(38,036)		(38,034)

COFFEE & BREAD LIMITED
Notes to the Accounts
for the year ended 31 December 2024


1	Statutory Information

	Coffee & Bread Limited is a private company, limited by shares, registered in England and Wales, registration number 08764602. The registered office is 63 Elizabeth Street, London, SW1W 9PP, United Kingdom.

	Basis of preparation
	The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework applicable in the UK and Republic of Ireland (FRS 101), applicable accounting standards and the requirements of the Companies Act 2006. The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £. The company has taken advantage of the following disclosure exemptions under FRS101: The requirements of IAS 7 Statement of Cash Flows; The requirements of IFRS7 Financial Instruments: Disclosures; and The requirements in IAS 24 Related Party Disclosures to disclose related part transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member. The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year, and also have been consistently applied within the same accounts. The financial statements present information about the company as an individual entity and not about its group. Coffee & Bread Limited is a wholly owned sub-subsidiary of a BNK Holdings K.S.C.C and the results of Coffee & Bread Limited are included in the consolidated financial statements of BNK Holdings K.S.C.C whose registered address is at Al Hamra Tower, 69th floor, Abdulaziz Al Saqr Street, P.O. Box 1196, Safat 13012, State of Kuwait.

2	Accounting policies

	Going Concerns
	The company incurred a net loss of £38,036 (2023:Nill) during the year ended 31 December 2024 and as of that date the company's total liabilities exceeded its total assets by £38,034 (2023: £Nill). The accounts have been prepared on a going concern basis, as group management and ultimately controlling party has given the assurance that the group will continue to support the operational existence for the foreseeable future. Thus, the director continued to adopt the going concern basis of accounting in preparing the financial statements were the Company no longer a going concern, adjustments may be required to the carrying value of assets, provisions would be required for the future liabilities arising as a consequence of the Company ceasing business and assets currently classified as non-current would be reclassified as current

	Financial assets
	Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

	Financial Liabilities
	Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognise at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

	Equity instruments
	Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognise as liabilities once they are no longer at the discretion of the company.

	Tangible fixed assets
	The Company has not charged depreciation on fixed assets during the year because these assets were not yet available for use. In accordance with the applicable accounting standards, depreciation commences only when an asset is ready for its intended use. Since these assets were still under preparation/installation and had not been brought into use as at the reporting date, no depreciation has been recognised on them.

	Impairment of Fixed Assets
	At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

	Reserves
	Company's reserves are as follow. Called up share capital reserve represents the nominal value of the shares issued. Profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.

	VAT Refunds
	Amounts recoverable are recorded as a receivable when it is probable that the economic benefit will be realised and can be measured reliably. VAT recoverable on purchases is excluded from the expenses and recognised separately as a debtor. The balance is measured at the amount expected to be recovered and is reviewed at each reporting date for recoverability, with any impairment recognised in profit or loss where necessary.

	Judgements and key sources of estimation uncertainity
	In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3	Employees

	Average number of persons employed by the company			1		1

4	Operating Loss			2024		2023
£					£
	The operating loss is reported after charging the following:

	Auditor's Remuneration			7,000		-
				7,000		-


5	Taxation			2024		2023
£					£

	Current Tax			-		-
				-		-

	The charge for the year can be reconciled to the loss per the income statement as follows:

				2024		2023
£					£

	Loss before taxation			(38,036)		-

	Loss on ordinary activities before taxation multiplied by standard rate of UK corporation tax of 19%			(7,227)		-

	Taxation impact of factors affecting tax charge:
	Unutilised tax losses carried forward			7,227

	Taxation charge for the year			-		-

	The company has tax losses carried forward as at 31 December 2024. A deferred tax asset has not been recognised in respect of the losses due to the uncertainty as to the timing of future taxable profits.



6	Tangible fixed assets
		Leasehold Improvement		Plant &Machinery		Total
£			£		£
	Cost
	Additions	384,213		109,117		493,330
	At 31 December 2024	384,213		109,117		493,330

	Depreciation
	At 31 December 2024	-		-		-

	Net book value
	At 31 December 2024	384,213		109,117		493,330


7	Debtors: amounts falling due within one year			2024		2023
£					£

	Other debtors			104,440		-
	Amounts owed by group companies			-		2
	Accrued Income and Prepayments			7,316		-
				111,756		2


8	Creditors: amounts falling due within one year			2024		2023
£					£

	Trade creditors			1,952		-
	Amounts owed to group companies			634,168		-
	Accruals			7,000		-
				643,120		-


9	Share Capital			2024		2023
£					£

	Share capital (two shares of £1 each)			2		2
				2		2

10	Retained Earnings			2024		2023
£					£

	At 1 Jan 2024			-		-
	Profit (loss) during the year			(38,036)		-

	As at 31 Dec 2024			(38,036)		-

11	Related parties

	An amount of £576,368 (2023:Nill) was due to Al-Thiqa Restaurants Company SPC, based in the State of Kuwait. Al-Thiqa Restaurants Company SPC is under common ownership with Coffee & Bread Limited. An amount of 57,800 (2023:Nill) due to Tomtom Limited on account of recharge expenses and prepaid balance Except for related party disclosures noted above, the company has taken advantage of the exception under FRS101 not to disclose transactions with fellow group companies which are wholly owned by BNK Holdings K.S.C.C.

12	Controlling party

	The company's immediate parent undertaking is Tomtom Limited, a company registered in United Kingdom. The ultimate parent undertaking is BNK Holdings K.S.C.C a company registered in the State of Kuwait. The largest group in which the results of Coffee & Bread Ltd are consolidated is that headed by BNK Holdings K.S.C.C., whose registered address is at Al Hamra Tower, 69th floor, Abdulaziz Al Saqr Street, P.O. Box 1196, Safat 13012, State of Kuwait, where the group financial statements are available. Mr. Bader Nasser Mohamed Al Kharafi is the ultimate controlling party of the company by virtue of his majority shareholding in BNK Holdings K.S.C.C.

13	Event after reporting date

	Leased premises was initially used by the parent company and parent company have capitilsed leases. Subsequent to the reporting date, the Company began using these leased premises and is now obtaining the economic benefits from them. As a result, the related right-of-use assets and lease liabilities have been transferred and capitalised in the Company’s own financial statements.