REGISTERED NUMBER: |
Strategic Report, |
Report of the Director and |
Financial Statements |
for the Year Ended 30 June 2021 |
for |
Kookai Enterprises UK Limited |
REGISTERED NUMBER: |
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: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
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: |
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 |
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: |
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. |
for and on behalf of |
Chartered Accountants |
Registered Auditor |
28 Church Road |
Stanmore |
Middlesex |
HA7 4XR |
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 |
Administrative expenses | ( |
) | ( |
) |
Other operating expenses | ( |
) |
OPERATING PROFIT |
PROFIT BEFORE INCOME TAX | 4 |
Income tax | 5 | ( |
) | ( |
) |
PROFIT FOR THE YEAR |
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 |
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 |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
Kookai Enterprises UK Limited (Registered number: 10834414) |
Statement of Financial Position |
30 June 2021 |
2021 | 2020 |
Notes | £ | £ |
ASSETS |
NON-CURRENT ASSETS |
Intangible assets | 7 |
CURRENT ASSETS |
Trade and other receivables | 8 |
TOTAL ASSETS |
EQUITY |
SHAREHOLDERS' EQUITY |
Called up share capital | 9 |
Retained earnings | 10 |
TOTAL EQUITY |
LIABILITIES |
CURRENT LIABILITIES |
Trade and other payables | 11 |
Tax payable |
TOTAL LIABILITIES |
TOTAL EQUITY AND LIABILITIES |
The financial statements were approved by the director and authorised for issue on |
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 |
Changes in equity |
Total comprehensive income | - |
Balance at 30 June 2020 |
Changes in equity |
Total comprehensive income | - | 151,786 | 151,786 |
Balance at 30 June 2021 |
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 |
Tax paid | ( |
) | ( |
) |
Net cash from operating activities |
Cash flows from investing activities |
Purchase of intangible fixed assets | ( |
) |
Net cash from investing activities | ( |
) |
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 |
Depreciation charges |
250,714 | 146,861 |
Decrease/(increase) in trade and other receivables | ( |
) |
Increase in trade and other payables |
Increase in contract liabilities | - | 12,067 |
Cash generated from operations |
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 |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparation |
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 |
Auditors' remuneration | 3,000 | 3,000 |
Taxation compliance services |
Other non- audit services |
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 |
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 |
Profit multiplied by the standard rate of corporation tax in the UK of (2020 - |
Effects of: |
Group relief | (16,791 | ) | (4,760 | ) |
Brought forward surrendered group losses | - | (15,532 | ) |
Prior year witholding tax | (4,065 | ) | - |
Tax expense |
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 |
At 30 June 2021 |
AMORTISATION |
Amortisation for year |
At 30 June 2021 |
NET BOOK VALUE |
At 30 June 2021 |
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 |
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: | £ | £ |
Ordinary | £1 | 100 | 100 |
10. | RESERVES |
Retained |
earnings |
£ |
At 1 July 2020 |
Profit for the year |
At 30 June 2021 |
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 |
Accruals and deferred income |
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. |