The directors present the strategic report for the year ended 31 December 2025.
The Group accounts include the following undertakings: The Hope Lease Limited and Obar Camden Limited.
KOKO is one of London’s most celebrated entertainment destinations, featuring state-of-the-art broadcast facilities, three restaurants, multiple bars, a recording studio, and several performance spaces, including a fully restored 1,600-capacity Victorian theatre. The House of KOKO, a dynamic members’ club integrated with the main theatre, offers a distinctive entertainment experience spanning music, electronic, and cultural programming. Signature spaces include a cocktail bar in the iconic copper dome, a roof garden, terrace, penthouse studio, jazz club, piano room, stage kitchen, and vinyl listening rooms.
KOKO was shortlisted for the Best Venue award at the BBC Radio 1 Dance Awards for the second year running, and Venue of the Year at the 2026 Music Week Awards.
The year ended 31 December 2025 represented the third full trading year for The Hope Lease Limited. Despite a continued challenging macroeconomic environment, the Group delivered strong financial performance and continued to build on its established momentum.
Turnover for 2025 reached £29.1M (2024: £26.7M), reflecting a 9% increase on the prior year. This growth was driven by strong top-line performance and improved margins, underpinned by higher spend per head across a full year of trading.
The year featured a diverse programme of high-profile events, including two-night takeovers from Francis Mercier and Marco Carola, alongside electronic performances from The Martinez Brothers, Hugel, and Armand Van Helden. Notable live acts included Babyshambles, Sombr, Central Cee, Shaboozey, Anderson Paak, Celeste, Sophie Ellis-Bextor, Erika Jane, Soul II Soul, and Idlewild.
The House of KOKO also toured to Glastonbury and Ibiza in 2025, creating lasting memories for our members and establishing a strong brand presence.
The Group reports a loss of (£2.2M) (2024: profit of £3.0M). This is largely driven by the exceptional other gain received in 2024 relating to the fire of 2020.
The Group retains a healthy cash position, which includes advanced payments received in respect of future commitments, with cash at bank and in hand standing at £3.5M (2024: £3.5M). The Directors are confident that the Group has adequate resources to meet its obligations as they fall due.
The Group has established systems and procedures to identify, assess, and mitigate the principal risks that could have a material impact on the business. Monitoring risk exposure is an integral part of the Board’s governance framework and is embedded in senior management processes.
Liquidity and cash flow
Liquidity and cash flow are reviewed regularly by the Board and senior management. The Group is considered to have sufficient resources to sustain its operations
During March 2025, the Group repaid several loans including £3.3M Landlord related and £1.5M short term loans (drawn down between August and October 2024). The Group has not required any further trade funding since January 2024 which has now been repaid in full.
Excluding the insurance exceptional income in both years, the Group's adjusted EBITDA reflects a meaningful improvement in underlying operating performance, driven by gross profit growth and disciplined overhead management. 2026 will represent the first full trading year in which the Group's results are determined solely by operational performance, and the Directors are confident that the business is well-positioned to demonstrate sustained EBITDA generation.
Other risks
In addition to financial risks, the principal risks faced by the Group include operational risks, broader economic risks, and the recruitment and retention of key staff.
The Group tracks a range of KPIs, including theatre event count, theatre attendance, turnover, gross profit, and EBITDA (earnings before interest, tax, depreciation and amortisation). Performance metrics for the year are set out below.
Key KPIs | 2025 | 2024 | % change |
Non-Financial |
|
|
|
Theatre Event Count | 295 | 294 | 0.3% |
Theatre Attendance | 362,776 | 380,656 | (4.7)% |
|
|
|
|
Financial | £000s | £000s |
|
Turnover | 29,097 | 26,739 | 8.8% |
Gross Profit | 16,937 | 13,553 | 25.0% |
EBITDA | 1,222 | 6,287 | (80.6)% |
Gross margin of 58.2% (2024: 50.7%) represents a landmark achievement in the Group's post-relaunch trajectory. The improvement is attributable to a combination of factors: a structural shift towards higher-margin membership, hospitality, and sponsorship revenues; improved cost of goods management across food and beverage operations; and the operating leverage inherent in a fixed-capacity venue as non-ticketed revenues scale. The Directors regard gross margin as a key indicator of the business model's success.
The Directors of Obar Camden Holdings Limited are committed to fulfilling their duties as set out in Section 172 of the Companies Act 2006. In an organisation of this scale, the Directors delegate day-to-day decision-making to senior employees through an established governance framework.
In their decision-making, the Board carefully considers the interests of key stakeholders alongside broader considerations, including the long-term sustainability of the business and responsible operating practices. Through open and transparent engagement with stakeholders, the Directors have developed a thorough understanding of their needs and expectations, which continues to inform the Groups strategic direction.
The Board confirms that during the year ended 31 December 2025, the Directors acted in a manner they considered, in good faith, to be most likely to promote the success of the Group for the benefit of its members and wider stakeholders.
The Board recognises that maintaining strong relationships with stakeholders, including suppliers, customers, and partners, is fundamental to the Company’s success. The Directors maintain active oversight of these relationships and ensure that stakeholder considerations are central to decision-making.
KOKO, one of London’s most iconic music venues, sits at the heart of the Company’s commercial activity. The venue’s relationships with artists, promoters, House of KOKO members, suppliers, fans, and the local community are integral to the delivery of the Company’s strategic plan. By focusing on connecting artists with their audiences and creating exceptional experiences, the Company continues to build productive partnerships that support the delivery of world-class events and the achievement of its strategic objectives.
The Groups people are its greatest asset, and its investment in them reflects that belief. Recognising that a motivated, well-supported workforce is fundamental to business success, the Directors maintain open lines of communication across the organisation, keeping employees informed on strategic matters and creating genuine opportunities for both professional growth and personal development.
Beyond day-to-day conversation, the Group actively seeks formal feedback to continuously improve workplace culture and work-life balance. Practical support takes many forms: flexible working arrangements where possible, enhanced family leave, and an Employee Assistance Programme that underscores the Groups commitment to wellbeing. Open dialogue around employee health and happiness is not just encouraged, it is embedded in the culture.
The KOKO Foundation (registered charity number 1199564) sits at the heart of the Groups environmental and community commitments, channelling the power of music and culture to create lasting social change. Its work centres on opening doors for underserved communities, delivering music education, mentorship, and creative pathways for young people who might otherwise go without.
By 31 December 2025, the Group had directed more than £500,000 to the Foundation, funding music academies led by Grammy and Mercury Prize-winning artists. This support forms an integral part of the Groups broader ESG strategy, uniting environmental responsibility with a genuine drive to uplift disadvantaged young people through the arts. The Groups continued investment in the KOKO Foundation stands as a reflection of its wider values: meaningful community engagement and a principled approach to doing business.
The Directors anticipate continued growth in 2026, supported by a strong pipeline of electronic and live events, advance corporate bookings, high-profile sponsorship agreements, and expanded membership offerings. Plans for the year ahead include securing new contracts and partnerships, and launching new membership tiers designed to enhance the member journey and broaden available benefits. These initiatives are aligned with the Groups strategic objectives and are expected to contribute to further improvements in financial performance.
The Group delivered strong results in 2025 despite a challenging macroeconomic backdrop. The increase in employer National Insurance contributions presented a notable headwind during the year, but the Group has responded with appropriate operational adjustments. The Directors remain confident in the Groups strategic direction and are optimistic about continued growth in the years ahead.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2025.
The results for the year are set out on page 13.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The group's policy is to consult and discuss with employees, staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.
Pursuant to section 414C(11) of the Companies Act 2006, the directors have included within the Strategic Report information that would otherwise be required to be disclosed in the Directors' Report where it is considered to be of strategic importance to the Company. This includes the section 172(1) statement, details of stakeholder engagement and matters affecting the Company's long-term success, together with commentary on the principal trends and factors likely to affect the future development, performance and position of the business.
In accordance with the company's articles, a resolution proposing that Moore Kingston Smith LLP be reappointed as auditor of the group will be put at a General Meeting.
The group operates from Camden, London (UK) only. Energy consumption is measured using meter readings from our energy providers
As part of its commitment to the environment and the reduction of greenhouse gas emissions, the Company is focused on reducing energy consumption, minimising waste generation, and transitioning to renewable energy sources across its operations. The Company has no owned commercial vehicles; accordingly, no Scope 1 mobile combustion emissions have been reported.
The Company uses carbon conversion factors issued annually by the Department for Energy Security and Net Zero (DESNZ) to report carbon emissions. Energy consumption is measured using meter readings obtained directly from the Company's energy providers.
The chosen intensity measurement ratio is total gross emissions in metric kilograms CO₂e per £1 of revenue. This is the recommended ratio for the hospitality sector. The 2025 intensity ratio of 0.01101 kg CO₂e per £1 of revenue represents a 4.8% improvement against the prior year ratio of 0.01157, reflecting the Company’s continued progress in decoupling emissions growth from revenue growth.
The 2020 renovation incorporated combined heat and power (CHP) units and energy-efficient LED lighting throughout the property, reducing the carbon intensity of the Company's operations. The Company will continue to evaluate and invest in capital expenditure projects and operational initiatives to reduce energy consumption and greenhouse gas emissions, in line with its commitment to long-term environmental sustainability.
United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and parent company, 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 and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company, and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of Obar Camden Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows and notes to the financial statements, including 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).
Basis for opinion
Conclusions relating to going concern
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.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the 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 strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
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 purposes of expressing an opinion on 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.
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 group's or the parent 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 auditor’s 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 auditor’s report. However, future events or conditions may cause the group or the parent 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.
Explanation as to what extent 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 objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of noncompliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
Use of our report
This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £2,485,071 (2024 - £2,341,463 loss).
Obar Camden Holdings Limited (“the company”) is a private company limited by shares domiciled and incorporated in England and Wales. The registered office is 3rd Floor, 7 Greenland Street, London NW1 0ND.
The group consists of Obar Camden Holdings Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company Obar Camden Holdings Limited together with all entities controlled by the parent company (its subsidiaries).
Obar Camden Holdings Limited acquired Obar Camden Limited in 2012 through a share-for-share exchange. As the ultimate owners of the group remained the same, this reconstruction was accounted for using the merger accounting principles set out in UK GAAP at that time under "FRS6 Acquisitions and Mergers". On transition to FRS102, the merger accounting was still applied and therefore there was no change on transition. The results of the reconstructed group are therefore presented as through the group has always been in existence.
All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group's financial statements from the date that control commences until the date that control ceases.
The Group made a loss of £2,167,592 (2024: profit of £2,993,348) in the year and had net liabilities of £20,466,809 (2024: £18,299,217) at 31 December 2025. The financial statements have been prepared on a going concern basis having given due consideration to the group result and forward-looking projections.
On 29 April 2022, the business reopened for trading after a major three-year redevelopment project which had been delayed due to a fire part way through the construction in January 2020. Following the successful relaunch, the business made trading losses up to 2023, in 2024 the Group made a profit due to proceeds from the insurance claim. In 2025, the Group made a trading loss despite the remaining insurance proceeds recognised. As of the date of signing of the financial statements the business has remained trading loss making but has achieved positive EBITDA.
The directors have prepared a detailed cash flow forecast for a period of at least twelve months from the date of approval of these financial statements for the group which indicate based on trading and facilities available, the group will have sufficient working capital to meet its liabilities as they fall due for that period. The Group’s investment partners have also confirmed their ongoing support in relation to existing finance for the business for a period of at least 12 months from the date of approval of these financial statements.
As at date of signing, the group held a cash balance of £3.5 million.
Based on the above, the directors consider it appropriate to prepare the financial statements on a going concern basis.
Revenue is measured at the fair value of the consideration received or receivable for goods and services provided in the normal course of business and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
The Company recognises revenue when (a) the significant risks and rewards of ownership have been transferred to the customer; (b) the Company retains no continuing involvement or control over the goods or services; (c) the amount of revenue can be measured reliably; (d) it is probable that future economic benefits will flow into the entity and (e) when the specific criteria relating to each of the Company’s revenue streams have been met, as described below.
The Company’s revenues are mainly derived from food and beverage and related services provided to customers, membership income, sale of tickets for music events and related services to the customers and sponsorship income.
Food and beverage
Revenue is recognised at the time of sale within the Members’ Club and the Music Venue. This is recorded net of tax, tips, and service charge.
Membership and patron memberships
Memberships are paid in advance monthly, annually or for a period of 10 years. Therefore, the revenue is deferred and recognised on a monthly basis over the total membership period. Joining fees received relate to the administration fees and therefore are recognised as revenue on commencement of membership.
Event related sales
Ticket sales are received in advance of the event and are deferred until the event has taken place. They are recognised as income on maturity of the relevant event.
Sponsorship income
When Sponsorship income is received in relation to a specific event, this is deferred and released when the sponsored event takes place. Sponsorship income is received in relation to a Partnership across a specified period, this is deferred and released as revenue monthly over the total agreed period.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
No depreciation is charged while an asset is under construction.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
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.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
The annual depreciation charge for property, plant and equipment is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 13 for the carrying amount of the property, plant and equipment.
The group holds artwork valued at cost, which includes the acquisition price and any directly attributable costs necessary to bring the asset to its current location and condition for use. In line with group policy and the directors' judgement, the residual value of the artwork is at least equal to the initial cost. Based on this no depreciation is charged on the artwork as it is considered to have an indefinite useful life. The directors continue to monitor the appropriateness of this judgement and will review the need for impairment in accordance with FRS 102 as part of the group’s ongoing assessment process.
The application of merger accounting is considered to be a key area of judgement as it is significant to the group accounts and determines the value of the merger reserve. The directors have decided to apply merger accounting on consolidation of the group based on the demerger which occurred in 2012. The demerger was a share for share exchange and hence there was no change to the shareholders after the merger.
No deferred tax assets are recognised in respect of tax losses at the current time due to a lack of established taxable profits.
All turnover has been generated in the UK.
In January 2020, the business suffered fire damage and subsequently pursued a legal claim against insurance brokers.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:
At the year end, there is an unrecognised deferred tax asset of £10.2m (2024: £9.9m).
Details of the company's subsidiaries at 31 December 2025 are as follows:
Registered office addresses:
The long-term loans are secured by fixed and floating charges over the assets of the group.
In 2020, the Company raised £10,750,000 new cash investment from the issue of convertible loan notes, which accrue interest at the rate of 10% per annum.
In 2021, the Company raised £8,000,000 new cash investment from the issue of convertible loan notes, which accrue interest at the rate of 10% per annum.
In 2022, the Company raised £6,500,000 cash investment from the issue of convertible loan notes, which accrues interest at a rate of 10% per annum. The company made a repayment in 2022 of £2,000,000. The company made a further repayment of £4,000,000 in 2025.
In 2023, the Company raised £5,000,000 cash investment from the issue of convertible loan notes, which accrues interest at a rate of 10% per annum.
In 2024, the Company raised £2,000,000 cash investment from the issue of convertible loan notes, which accrues interest at a rate of 10% per annum. At the prior year end, the Company had drawn down £1,450,000. The Company repaid the amount drawn down plus interest in 2025.
Interest accrues on all of the above loans and is added to the principal loan balance until repayments are due.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund. The liability at the year end in relation to the defined contribution pension scheme is £38,561 (2024: £52,971).
Ordinary A Shares
A shares are voting shares carrying 1 vote per share on a poll.
A shares rank equally with other classes, except in the case of return of capital or on an exit event where amounts distributed or exit proceeds are applied to B and C shares initially.
Following the above, A and E shares rank equally with B and C shares up to a hurdle amount determined by the board on the issue of D shares.
Once the hurdle is achieved, relevant D shares participate equally on all surplus amounts or proceeds.
On distribution of profits, A, B, and C shares rank equally.
A shares are subject to pre-emption rights on transfer.
Ordinary B Shares
B shares are voting shares carrying 1 vote per share on a poll.
B shares rank equally with other classes, except in the case of return of capital or on an exit event where amounts distributed or exit proceeds are applied to B and C shares initially.
Following the above, A and E shares rank equally with B and C shares up to a hurdle amount determined by the board on the issue of D shares.
Once the hurdle is achieved, relevant D shares participate equally on all surplus amounts or proceeds.
On distribution of profits, A, B, and C shares rank equally.
B shares are subject to pre-emption rights on transfer.
Ordinary D1 Shares
D1 shares are non-voting and non-transferable except on exit or mandatory transfer upon cessation of employment.
D1 shares vest, quarterly on the first and second anniversary of issuing date, with the balance vesting on the third anniversary of the date.
D1 shares are not entitled to distribution, return of capital, or exit proceeds until B and C shares have received a minimum return.
Following the above, D1 shares participate on all surplus amounts or proceeds along with other shares.
On distribution of profits, D1 shares do not participate.
Ordinary D2 Shares
D2 shares are non-voting and non-transferable except on exit or mandatory transfer upon cessation of employment.
D2 shares vest, quarterly on the first and second anniversary of issuing date, with the balance vesting on the third anniversary of the date.
D2 shares are not entitled to distribution, return of capital, or exit proceeds until B and C shares have received a minimum return.
Following the above, D2 shares participate on all surplus amounts or proceeds along with other shares.
On distribution of profits, D2 shares do not participate.
Ordinary E Shares
E shares are non-voting and non-transferable except on exit.
E shares are not entitled to distribution, return of capital, or exit proceeds until B and C shares have received a minimum return.
Following the above, A, B, C, and E shares rank equally, prioritised over D shares until A and E shares have received a hurdle amount determined by the board on the issue of D shares.
On distribution of profits, E shares do not participate.
Share premium account
The share premium reserve records the amount above the nominal value received for shares sold, less transaction costs.
Merger reserve
The merger reserve results from a group reconstruction where there was a share for share exchange and merger accounting was applied in relation to Obar Camden Limited.
Profit and loss account
This account represents the cumulative realised profits and losses.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
There are fixed and floating charges over the assets of Obar Camden Holdings Limited and The Hope Lease Limited.
The remuneration of key management personnel is as follows.
The group has taken exemption under section 33 Related Party Disclosures paragraph 33.1A from disclosing transactions with other members of a wholly owned group.
During the year, the company made donations of £200,000 (2024: £188,000) to KOKO Foundation, a related party by virtue of common control. At the year-end the company owed £9,839 (2024: £80,210).
During the year, the company made sales of £nil (2024: £11,000) to Skiff Capital Advisors Limited, a related party by virtue of common control with Obar Camden Holdings Limited.
During the year, the company made sales of £20,800 (2024: £nil) to SWF Bloomers, a related party by virtue of common directorship with its parent Sister Group Limited, a director of the Company's parent.
At the year end, the company was owed an amount of £4,332 (2024: £nil) from director O Bengough relating to purchases made.
At the year end, there was an amount due to RFS II B, LLC of £33.3M (2024: £36.4M). During the year, the company repaid £5.5M (2024: £nil) in capital and accrued interest.