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REGISTERED NUMBER: 10834414 (England and Wales)









Strategic Report,

Report of the Director and

Financial Statements

for the Year Ended 30 June 2021

for

Kookai Enterprises UK Limited

Kookai Enterprises UK Limited (Registered number: 10834414)






Contents of the Financial Statements
for the Year Ended 30 June 2021




Page

Company Information 1

Strategic Report 2

Report of the Director 3

Report of the Independent Auditors 4

Statement of Profit or Loss 7

Statement of Profit or Loss and Other Comprehensive
Income

8

Statement of Financial Position 9

Statement of Changes in Equity 10

Statement of Cash Flows 11

Notes to the Statement of Cash Flows 12

Notes to the Financial Statements 13


Kookai Enterprises UK Limited

Company Information
for the Year Ended 30 June 2021







DIRECTOR: R Q R Cromb





REGISTERED OFFICE: 28 Church Road
Stanmore
Middlesex
HA7 4XR





REGISTERED NUMBER: 10834414 (England and Wales)





AUDITORS: Parker Cavendish
Chartered Accountants
Registered Auditor
28 Church Road
Stanmore
Middlesex
HA7 4XR

Kookai Enterprises UK Limited (Registered number: 10834414)

Strategic Report
for the Year Ended 30 June 2021

The director presents his strategic report for the year ended 30 June 2021.

ON BEHALF OF THE BOARD:





R Q R Cromb - Director


20 April 2022

Kookai Enterprises UK Limited (Registered number: 10834414)

Report of the Director
for the Year Ended 30 June 2021

The director presents his report with the financial statements of the company for the year ended 30 June 2021.

DIVIDENDS
No dividends will be distributed for the year ended 30 June 2021.

FUTURE DEVELOPMENTS
The company in the future years will generate income from licence fees from trademarks, mainly from Australia and New Zealand.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTOR
R Q R Cromb held office during the whole of the period from 1 July 2020 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES
The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union. Under company law the director must not approve the financial statements 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 financial statements, the director is required to:

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 financial statements 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS
The auditors, Parker Cavendish, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





R Q R Cromb - Director


20 April 2022

Report of the Independent Auditors to the Members of
Kookai Enterprises UK Limited

Opinion
We have audited the financial statements of Kookai Enterprises UK Limited (the 'company') for the year ended 30 June 2021 which comprise the Statement of Profit or Loss, the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 30 June 2021 and of its profit for the year then ended;
-have been properly prepared in accordance with IFRSs as adopted by the European Union; 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements 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.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 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 director with respect to going concern are described in the relevant sections of this report.

Other information
The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

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 Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Director 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Director.

We have nothing to report in respect of the following matters where 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 financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of director's remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Report of the Independent Auditors to the Members of
Kookai Enterprises UK Limited


Responsibilities of director
As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

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 a Report of the Auditors 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 financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- identification of laws and regulations applicable to the company which may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment and health & safety legislation;

- assessing the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal and other relevant correspondence;

- discussions with the management on consideration of known or suspected instances of non-compliance with laws and regulations and fraud;

- evaluation of internal controls designed to prevent and detect irregularities;

- performing analytical procedures to identify any unusual or unexpected relationships;

- testing journal entries to identify unusual transactions;

- assessing whether there was evidence of bias by the management in relation to accounting estimates;

- investigating the rationale behind significant or unusual transactions;

- agreeing financial statement disclosures to underlying supporting documentation; and

- enquiring of management as to actual and potential litigation and claims.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. 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.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Report of the Independent Auditors to the Members of
Kookai Enterprises UK Limited


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 a Report of the Auditors 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.




Raymond Rubenstein (Senior Statutory Auditor)
for and on behalf of Parker Cavendish
Chartered Accountants
Registered Auditor
28 Church Road
Stanmore
Middlesex
HA7 4XR

20 April 2022

Kookai Enterprises UK Limited (Registered number: 10834414)

Statement of Profit or Loss
for the Year Ended 30 June 2021

2021 2020
Notes £    £   

CONTINUING OPERATIONS
Revenue 278,423 152,232

Administrative expenses (27,709 ) (5,371 )
Other operating expenses (89,072 ) -
OPERATING PROFIT 161,642 146,861
PROFIT BEFORE INCOME TAX 4 161,642 146,861

Income tax 5 (9,856 ) (7,612 )
PROFIT FOR THE YEAR 151,786 139,249

Kookai Enterprises UK Limited (Registered number: 10834414)

Statement of Profit or Loss and Other Comprehensive Income
for the Year Ended 30 June 2021

2021 2020
£    £   

PROFIT FOR THE YEAR 151,786 139,249

OTHER COMPREHENSIVE INCOME
Item that may be reclassified subsequently to profit or loss:
Amortised intangible assets 89,072 -
Income tax relating to item that may be reclassified
subsequently to profit or loss

-

-
OTHER COMPREHENSIVE INCOME FOR
THE YEAR, NET OF INCOME TAX

89,072

-
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

240,858

139,249

Kookai Enterprises UK Limited (Registered number: 10834414)

Statement of Financial Position
30 June 2021

2021 2020
Notes £    £   
ASSETS
NON-CURRENT ASSETS
Intangible assets 7 1,437,868 -
CURRENT ASSETS
Trade and other receivables 8 - 747,770
TOTAL ASSETS 1,437,868 747,770
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 9 100 100
Retained earnings 10 877,014 725,228
TOTAL EQUITY 877,114 725,328
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 11 546,833 4,456
Tax payable 13,921 17,986
560,754 22,442
TOTAL LIABILITIES 560,754 22,442
TOTAL EQUITY AND LIABILITIES 1,437,868 747,770


The financial statements were approved by the director and authorised for issue on 20 April 2022 and were signed by:





R Q R Cromb - Director


Kookai Enterprises UK Limited (Registered number: 10834414)

Statement of Changes in Equity
for the Year Ended 30 June 2021

Called up
share Retained Total
capital earnings equity
£    £    £   

Balance at 1 July 2019 100 585,979 586,079

Changes in equity
Total comprehensive income - 139,249 139,249
Balance at 30 June 2020 100 725,228 725,328

Changes in equity
Total comprehensive income - 151,786 151,786
Balance at 30 June 2021 100 877,014 877,114

Kookai Enterprises UK Limited (Registered number: 10834414)

Statement of Cash Flows
for the Year Ended 30 June 2021

2021 2020
£    £   
Cash flows from operating activities
Cash generated from operations 1 1,540,861 7,612
Tax paid (13,921 ) (7,612 )
Net cash from operating activities 1,526,940 -

Cash flows from investing activities
Purchase of intangible fixed assets (1,526,940 ) -
Net cash from investing activities (1,526,940 ) -

Increase in cash and cash equivalents - -
Cash and cash equivalents at beginning
of year

-

-

Cash and cash equivalents at end of year - -

Kookai Enterprises UK Limited (Registered number: 10834414)

Notes to the Statement of Cash Flows
for the Year Ended 30 June 2021

1. RECONCILIATION OF PROFIT BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS
2021 2020
£    £   
Profit before income tax 161,642 146,861
Depreciation charges 89,072 -
250,714 146,861
Decrease/(increase) in trade and other receivables 1,290,147 (152,232 )
Increase in trade and other payables - 916
Increase in contract liabilities - 12,067
Cash generated from operations 1,540,861 7,612

Kookai Enterprises UK Limited (Registered number: 10834414)

Notes to the Financial Statements
for the Year Ended 30 June 2021


1. STATUTORY INFORMATION

Kookai Enterprises UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards and IFRIC interpretations and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention.

Adoption of interpretation and amendments to standards
The following new standards became effective on 1 January 2019:

-IFRS 16, Leases: The application of this new standard will have no significant impact on the company's
financial statements.


Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements in conformity with IFRS requires the use of judgements, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period.

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.

The company makes estimates and assumptions concerning the future. The resulting accounting estimates may differ from the related actual results, however, there were no critical accounting estimates and judgements applied in the preparation of these financial statements.

Revenue recognition
Revenue is recognised at the fair value of the consideration receivable for royalties, net of VAT.

Intangible assets acquired separately
Intangible assets consist of Registered Trademarks with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives which are amortised on a straight line basis over 10 years. The estimated useful life and amortisation methods are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

Financial instruments
Financial assets
The Company has financial assets primarily in the form of trade and other receivables. These assets are non-derivate financial assets with fixed or determinable payments that are not quoted in an active market.

Financial liabilities
The Company has financial liabilities primarily in the form of trade and other payables. These liabilities are non-derivate financial liabilities with fixed or determinable payments that are not quoted in an active market.

Taxation
Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Kookai Enterprises UK Limited (Registered number: 10834414)

Notes to the Financial Statements - continued
for the Year Ended 30 June 2021

2. ACCOUNTING POLICIES - continued

Going concern
The current situation in relation to the COVID-19 outbreak and in common with other businesses, the company is expected to see a decline in earnings. While the effect of this pandemic cannot be predicted with material certainty, the directors are taking the necessary steps to ensure the survival of the business which includes access to government funding and reducing / deferring expenditure where possible and will continue to do so for the foreseeable future. For these reasons, the directors continue to adopt the 'going concern' basis in preparing these financial statements.

3. EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 30 June 2021 nor for the year ended 30 June 2020.

The average number of employees during the year was NIL (2020 - NIL).

2021 2020
£    £   
Director's remuneration - -

4. PROFIT BEFORE INCOME TAX

The profit before income tax is stated after charging:
2021 2020
£    £   
Patents and licences amortisation 89,072 -
Auditors' remuneration 3,000 3,000
Taxation compliance services 900 900
Other non- audit services 346 1,471

5. INCOME TAX

Analysis of tax expense
2021 2020
£    £   
Current tax:
Withholding tax 13,921 7,612
Witholding tax - prior year (4,065 ) -

Total tax expense in statement of profit or loss 9,856 7,612

Factors affecting the tax expense
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2021 2020
£    £   
Profit before income tax 161,642 146,861
Profit multiplied by the standard rate of corporation tax in the UK of 19%
(2020 - 19%)

30,712

27,904

Effects of:
Group relief (16,791 ) (4,760 )
Brought forward surrendered group losses - (15,532 )
Prior year witholding tax (4,065 ) -
Tax expense 9,856 7,612

Kookai Enterprises UK Limited (Registered number: 10834414)

Notes to the Financial Statements - continued
for the Year Ended 30 June 2021

6. OTHER COMPREHENSIVE INCOME

The profit figure includes depreciation of amortised intangible assets.

7. INTANGIBLE ASSETS
Patents
and
licences
£   
COST
Additions 1,526,940
At 30 June 2021 1,526,940
AMORTISATION
Amortisation for year 89,072
At 30 June 2021 89,072
NET BOOK VALUE
At 30 June 2021 1,437,868

Trademarks were acquired from Kookai SAS, a related company, on 30 November 2020 for Euros 1,700,000, converted to sterling of £1,526,940.

8. TRADE AND OTHER RECEIVABLES

2021 2020
£    £   
Current:
Amounts owed by group undertakings - 747,770

The director considers that the carrying value of trade and other receivables approximates their fair value.

9. CALLED UP SHARE CAPITAL


Allotted, issued and fully paid:
Number: Class: Nominal 2021 2020
value: £    £   
100 Ordinary £1 100 100

10. RESERVES
Retained
earnings
£   

At 1 July 2020 725,228
Profit for the year 151,786
At 30 June 2021 877,014


Kookai Enterprises UK Limited (Registered number: 10834414)

Notes to the Financial Statements - continued
for the Year Ended 30 June 2021

11. TRADE AND OTHER PAYABLES

2021 2020
£    £   
Current:
Amounts owed to group undertakings 542,377 -
Accruals and deferred income 4,456 4,456
546,833 4,456

The director considers that the carrying value of trade and other payables approximates their fair value.

12. ULTIMATE PARENT COMPANY

Magi Enterprises UK Limited is a 100% owned subsidiary of Magi Enterprises Pty Limited, which is incorporated in Australia.

The smallest and largest group for which Magi Enterprises UK Limited is a member for which group financial statements are prepared is Magi Enterprises Pty Limited. Copies of the group financial statements for Magi Enterprises Pty Limited can be obtained from 8-14 Hall Street, Hawthorn East, Victoria 3213, Australia and at Companies House.

13. CONTINGENT LIABILITIES

A cross guarantee held by the bank in favour of National Australia Bank Limited and its group company members has been given by the company for all monies owing. At 30 June 2021, bank borrowings of group company members covered by the company’s cross guarantee amounted to £10,844,519 (2020: £11,871,347).

The charge held by National Australia Bank Limited has been subsequently satisfied after the year end on 1 November 2021. A new charge was created with Commonwealth Bank of Australia which is fixed and floating.

14. EVENTS AFTER THE REPORTING PERIOD

The company in the future years will generate income from licence fees from trademarks, mainly from Australia and New Zealand.

15. ULTIMATE CONTROLLING PARTY

The company is controlled by the director.