Registered number: 08251749
SHORYU HOLDINGS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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SHORYU HOLDINGS LTD
COMPANY INFORMATION
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A Muci (resigned 18 June 2024)
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V O-T Latynina (appointed 18 June 2024)
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Unit B, Premier Park, Premier Park Road,
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Chartered Accountants & Statutory Auditor
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SHORYU HOLDINGS LTD
CONTENTS
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Independent Auditors' Report
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Consolidated Statement of Comprehensive Income
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Consolidated Statement of Financial Position
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Company Statement of Financial Position
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Notes to the Financial Statements
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SHORYU HOLDINGS LTD
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors present the strategic report for the year ended 31 December 2023.
During the year ended 31 December 2023 the Group recorded a net loss of £28,189 (2022 - £125,854) on a turnover of £15,262,266 (2022 - £15,549,097).
The Group has net current liabilities of £1,366,756 (2022 - £1,354,558) but overall net assets of £361,853 (2022 - £390,042).
The directors are pleased to report that overall, the company traded satisfactorily during 2023.
Whilst the UK economy experienced tough monetary policies aimed at reigning in spiralling inflation and a technical recession in the second half of the year and globally the geopolitical uncertainties and growing pressures on economies to ease, continued to skew economic outlook towards a negative forecast since outbreak of the pandemic, for the first time the hospitality sector started to see some light at the end of the long tunnel by the end of 2023.
In the year under review, notwithstanding the challenges presented post the pandemic, Shoryu's like for like sales decreased slightly by 1.8% showing the challenges that the hospitality are still facing due to the pandemic. On the other hand, mature locations (Regent Street, Denman Street, Covent Garden and Shoreditch) recorded a sales increase of 5.5% the out of London Sites (Manchester and Oxford City) recorded an increase of 8.7%. Like for like sales were 3.3% behind compared to pre-pandemic year 2019. Whist 2024 sales are forecasting to be break even with 2019 level, like for like sales are on course to surpass pre-pandemic baseline sales in 2025.
At the time of approval of these financial statements all Shoryu sites are open and trading.
The directors have taken into consideration post pandemic changes such as flexible working, trade union strike action, any impact on change in government policy following 2024 elections, warmer than usual summer weather which has footfall patterns. With the successful opening of Shoryu World site in Stratford City Shopping Mall (July 2024), Shoryu plans to expand both owned and franchising sites in the coming years bringing high quality ramen, creating unique and engaging experiences to its’ growing customer base.
Principal risks and uncertainties
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The directors recognise that within the businesses there are a number of risks which may affect the performance of the Group. These risks are subject to regular review and where appropriate, contingency measures have been established to minimise the level of exposure.
As applicable to the hospitality sector, the Group is exposed to the effects of both Brexit, post pandemic and macro-economic challenges facing the business. The directors are confident that the Group is able to trade through any future downturn in the economy by regularly monitoring performance and continuous contingency planning on the back of its strong customer loyalty, reputation of the brand, the strategic locations of the trading outlets, and shareholders’ commitment.
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SHORYU HOLDINGS LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
These financial statements are prepared on a going concern basis. The directors have reasonable expectation that the Group will continue in operational existence for the foreseeable future. The directors are aware of certain uncertainties that exist as a result of mitigating action taken during the pandemic i.e borrowings under government backed CIBILS and RLS loans. The risk of such borrowings and contingency measures have been considered by the directors in assessing its appropriateness to prepare the financial statements on a going concern basis.
The Group has prepared cash flow forecast until December 2025, under the current economic conditions and based on the key assumption that the restaurants will continue to rebound for the foreseeable future. The forecasts incorporate profit improvement measures including controlling energy costs and securing favourable fixed prices, general cost efficiencies, and marketing campaigns to drive footfall.
The long-term survival of the Group is broadly dependent upon factors such success of Bank of England monetary policy in controlling inflation, lowering interest rates and driving economic growth as well as the effectiveness of the containment measures of future global health emergencies etc. The directors are of the opinion that the Group has a strong post pandemic balance sheet and the commitment from the shareholders for recovery and growth. Given the performance trajectory of the respective locations and general stability in the economic environment, the directors are confident of Shoryu’s future prospects.
In the event the restaurants were to severely be disrupted in the future, the UK economy falls into a recession, financial support from the government becomes unavailable, then the Group would seek financial support from its shareholder, Toridoll Holdings Limited, and whilst there are no binding agreements, the directors of Toridoll Holdings Limited have historically been very supportive of the company.
The financial statements do not include the adjustments that would result if the Group were unable to continue as a going concern. The directors conclusion on the group being a going concern are set out in the accounting policies (Note 2.3).
Financial key performance indicators
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The Group's key financial and other performance indicators during the year were as follows:
Other key performance indicators
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With the strong growth and popularity of UK ramen market the Group has successfully benefited from its competitive edge maintaining its focus on ingredients and ability to cater to a diverse customer profile. This has enabled maintaining a balanced sales spread during the day and week. The majority of sales continue to be dominated by dine-in customers.
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SHORYU HOLDINGS LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
This report was approved by the board and signed on its behalf.
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SHORYU HOLDINGS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors present their report and the financial statements for the year ended 31 December 2023.
Directors' responsibilities statement
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The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the year, after taxation, amounted to £28,189 (2022 - loss £125,854).
No dividends were declared or paid in the year (2022 - £Nil).
The directors who served during the year were:
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A Muci (resigned 18 June 2024)
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Shoryu Holdings Ltd continues to be a holding company, its subsidiaries will continue offering excellent dining experiences providing authentic Japanese cuisine to customers.
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SHORYU HOLDINGS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
Post balance sheet events
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In July 2024, a new restaurant at Westfield Stratford City opened operating under Shoryu World Limited. Shoryu World Limited is 100% owned by Shoryu Holdings Ltd.
During the year, Sobell Rhodes Audit Limited resigned as auditors, and BKL Audit LLP were appointed in their stead.
Under section 487(2) of the Companies Act 2006, BKL Audit LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board and signed on its behalf.
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SHORYU HOLDINGS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHORYU HOLDINGS LTD
We have audited the financial statements of Shoryu Holdings Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
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We draw attention to note 2.3 in the financial statements, which indicates that continuing losses may cast significant doubt on the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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SHORYU HOLDINGS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHORYU HOLDINGS LTD (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the parent Company financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
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As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.
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SHORYU HOLDINGS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHORYU HOLDINGS LTD (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
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Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙Enquiring of management and those charged with governance around actual and potential litigation and claims;
∙Enquiring of staff to identify any instances of non-compliance with laws and regulations;
∙Reviewing the general ledger in detail for all transactions with related parties;
∙Performing walkthrough testing to ensure systems and controls are operating as recorded where appropriate;
∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
∙Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
∙Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
∙Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' Report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' Report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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SHORYU HOLDINGS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHORYU HOLDINGS LTD (CONTINUED)
∙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.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
Geeta Morgan FCA (Senior Statutory Auditor)
for and on behalf of
BKL Audit LLP
Chartered Accountants
Statutory Auditor
London
18 September 2024
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SHORYU HOLDINGS LTD
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
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Disposal of group undertaking
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Amounts written off investments
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Interest payable and similar expenses
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Profit/(loss) before taxation
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Loss for the financial year
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(Loss) for the year attributable to:
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Owners of the parent Company
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There were no recognised gains and losses for 2023 or 2022 other than those included in the consolidated statement of comprehensive income.
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The notes on pages 18 to 41 form part of these financial statements.
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SHORYU HOLDINGS LTD
REGISTERED NUMBER: 08251749
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Equity attributable to owners of the parent Company
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SHORYU HOLDINGS LTD
REGISTERED NUMBER: 08251749
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 18 to 41 form part of these financial statements.
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SHORYU HOLDINGS LTD
REGISTERED NUMBER: 08251749
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Profit and loss account brought forward
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Profit and loss account carried forward
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 18 to 41 form part of these financial statements.
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SHORYU HOLDINGS LTD
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Total comprehensive loss for the year
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Total comprehensive loss for the year
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The notes on pages 18 to 41 form part of these financial statements.
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SHORYU HOLDINGS LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Total comprehensive loss for the year
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Total comprehensive loss for the year
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The notes on pages 18 to 41 form part of these financial statements.
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SHORYU HOLDINGS LTD
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
Cash flows from operating activities
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Loss for the financial year
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Amortisation of intangible assets
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Depreciation of tangible assets
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(Profit) / Loss on disposal of tangible assets
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(Increase)/decrease in stocks
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Decrease/(increase) in debtors
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Loss on disposal of business
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Net cash generated from operating activities
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Cash flows from investing activities
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Sale of intangible assets
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Purchase of tangible fixed assets
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Sale of tangible fixed assets
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Government grants received
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Loss attributed on disposal of subsidiary
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Net cash from investing activities
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SHORYU HOLDINGS LTD
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
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Cash flows from financing activities
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Repayment of/new finance leases
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Net cash used in financing activities
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Net (decrease) in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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The notes on pages 18 to 41 form part of these financial statements.
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SHORYU HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Shoryu Holdings Ltd ("the Company") principal activity remains that of a holding company, whilst our subsidiaries Shoryu Ramen Limited, Shoryu Carnaby Street Limited, Shoryu Liverpool Street Limited, Shoryu Franchise Limited and Shoryu Stratford Limited operate restaurants.
Together the Company and its subsidiaries are referred to as "the Group".
The Company is a private company limited by shares and is incorporated in England and Wales.
The Registered Office address is Unit B, Premier Park, Premier Park Road, London, United Kingdom, NW10 7NZ.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
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SHORYU HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the group will continue in operational existence for the foreseeable future. However, the directors are aware of certain material uncertainties which may cause doubt on the Group's ability to continue as a going concern.
In the year ended 30 December 2023, the Group incurred a loss of £28,189 (2022 - £125,854) and at the reporting date, there were net current liabilities of £1,366,756 (2022 - £1,354,558) but overall net assets of 361,853 (2022 - £390,042).
Included in creditors falling due within one year is a long-term Recovery Loan Scheme (RLS) bank loan of £445,078 (2022 - £611,743) which was reclassified to creditors due within one year due to a covenant breach at the year ended 31 December 2022. During 2023 the bank stated that it does not intend to take any immediate action as a result of the identified or potential future breach. However, as stated in the letter, the bank reserves its rights in relation to the covenants.
Also included within creditors falling due within one year is a sum of £250,000 (2022 - £250,000) payable under CBIL's loan.
Included in amounts falling due within year is a loan due to Toridoll Holdings Corporation, the Japanese parent company of Toridoll Holding Limited shareholder of Shoryu Holdings Limited) relating to loans for expansion purposes. The loan is to be repaid installements and fully repaid by 2026. £207,431 (2022 - £75,915) is repayable within one year.
In common with similar business in the hospitality sector, challenging trading environment presented by unforeseen post pandemic events such as the energy crisis, interest rate crisis, change in city working patters etc. have significant impact on footfall and customer spend levels, which in turn has an impact on the overall group results. Whilst it is difficult to predict the longevity and future such occurrences, the directors have implemented measures for the business to mitigate their impact, adopt and sustain profitability and growth in the medium to long term.
The Group has prepared cash flow forecast until December 2025, under the current economic conditions and based on the key assumption that the restaurant will remain open for the foreseeable future. The forecasts incorporate profit improvement measures including controlling energy costs and securing favourable fixed prices, general cost efficiencies, and marketing campaigns to drive footfall.
As a result of these projections, and continued support from its shareholders, the directors are confident that the Group's access to working capital and future profit generation will be sufficient to support the businesses in the foreseeable future, and accordingly, consider it appropriate to prepare the financial statements on a going concern basis.
The directors are of the opinion that the Group's post pandemic trading results have stabilised and the businesses will continually adopt to the new challenges being presented. The long-term survival of the Group is broadly dependent upon factors such as the success of Bank of England monetary policy in controlling inflation and future economic growth.
In the event the restaurants were severely disrupted in the future, the UK economy falls into a deep recession, further macro-economic disruptions, then the Group would need to seek financial support from its major shareholder.
The directors are confident regarding the Group's long-term prospects and profitability. It is however difficult to assess the impact of any other unexpected disruptions.
|
SHORYU HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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|
Going concern (continued)
|
Given the associated uncertainty above and therefore within the Group's forecast, a material uncertainty exists that may cast a significant doubt on the group's and therefore the Group's ability to continue as a going concern.
The financial statements do not include the adjustments that would result if the Group were unable to continue as a going concern.
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Foreign currency translation
|
Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Revenue is earned from the sale of food and drinks from the operations of restaurants and franchise fees.
Turnover represents net invoiced sales of food and drinks, excluding value added tax and tips. Turnover is recognised when payment is rendered at the time of sale, and is all recognised in the United Kingdom.
Franchise fees are provided in the normal course of business and is shown net of VAT and other sales related taxes. Franchise fees are generally calculated as a percentage of gross sales income and is recognised in line with the franchisee's product sales in accordance with the relevant agreement.
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Operating leases: the Group as lessee
|
Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight-line basis over the lease term.
|
SHORYU HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
|
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Leased assets: the Group as lessee
|
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
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SHORYU HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
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SHORYU HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
|
SHORYU HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.
Depreciation is provided on the following basis:
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Long-term leasehold property
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Over the remaining period of the lease
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
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Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
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SHORYU HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
(i) Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Such assets are subsequently carried at amortised cost using the effective interest method. At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the Statement of Comprehensive Income.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has he practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
(ii) Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
(iii) Offsetting
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
|
SHORYU HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
Judgments in applying accounting policies and key sources of estimation uncertainty
|
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Statement of Financial Position date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from these estimates.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, includng expectations of future events that are believed to be reasonable under the circumstances.
Going concern assumption
As indicated in Note 2.3, it is the directors' assessment that the group continues to be a going concern, however a material uncertainty does exist as a result of the impact of the future operations due to post pandemic macro-economic factors.
Accordingly, the assets and liabilities have been valued on the basis that the group will continue in business.
If this presumption is proven to be mistaken, the carrying value of assets and liabilities would need to be reappraised to reflect the impact of cessation.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:
Valuation of stocks
The Group establishes a provision for stocks in order to provide against obsolete, or damaged items and this is reviewed on an annual basis.
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An analysis of turnover by class of business is as follows:
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All turnover arose within the United Kingdom.
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|
SHORYU HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Government grants receivable
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The operating profit is stated after charging:
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Amortisation of intangible fixed assets
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Depreciation of tangible fixed assets
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(Profit) / Loss on disposal of tangible fixed assets
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During the year, the Group obtained the following services from the Company's auditors:
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Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
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Fees payable to the Company's auditors in respect of:
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The auditing of accounts of subsidiaries
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|
SHORYU HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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Group contributions to defined contribution pension schemes
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SHORYU HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
On 1 January 2022 the group disposed off its 100% holding in Shoryu New Oxford Street Limited. Included in the financial statements is a loss of £192,057 arising from the disposal of the company's interests in Shoryu New Oxford Street Limited up to the date of its disposal and after its elimination from the consolidation.
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Interest payable and similar expenses
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Interest on finance leases
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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|
SHORYU HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
12.Taxation (continued)
|
Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.5% (2022 - 19%). The differences are explained below:
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Profit/(loss) on ordinary activities before tax
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Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
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Non-tax deductible amortisation of goodwill and impairment
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Adjustments to tax charge in respect of prior periods
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Other timing differences leading to an increase (decrease) in taxation
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Total tax charge for the year
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Factors that may affect future tax charges
|
There were no factors that may affect future tax charges.
|
SHORYU HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Charge for the year on owned assets
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SHORYU HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
13.Intangible assets (continued)
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SHORYU HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Long-term leasehold property
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Charge for the year on owned assets
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The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
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Long-term leasehold property
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|
SHORYU HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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Unit B, Premier Park, Premier Park Road, London, United Kingdom, NW10 7NZ
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Shoryu Carnaby Street Limited
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Unit B, Premier Park, Premier Park Road, London, United Kingdom, NW10 7NZ
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Shoryu Liverpool Street Limited
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Unit B, Premier Park, Premier Park Road, London, United Kingdom, NW10 7NZ
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Unit B, Premier Park, Premier Park Road, London, United Kingdom, NW10 7NZ
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Unit B, Premier Park, Premier Park Road, London, United Kingdom, NW10 7NZ
|
Operations of licensed restaurants
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|
SHORYU HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Subsidiary undertakings (continued)
|
The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
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Aggregate of share capital and reserves
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Shoryu Carnaby Street Limited
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Shoryu Liverpool Street Limited
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Raw materials and consumables
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Finished goods and goods for resale
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The difference between purchase price or production cost of stocks and their replacement cost is not material.
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Amounts owed by group undertakings
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Prepayments and accrued income
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|
SHORYU HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
|
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Obligations under finance lease and hire purchase contracts
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Accruals and deferred income
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Included in creditors falling due within one year is a long-term Recovery Loan Scheme (RLS) bank loan of £445,078 (2022 - £611,743) which was reclassified to creditors due within one year due to a covenant breach at the year ended 31 December 2022.
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Creditors: Amounts falling due after more than one year
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SHORYU HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|
|
Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 2-5 years
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In 2021, Shoryu Holdings Ltd borrowed £1,000,000 from its bankers through the Coronavirus Business Interruption Loan. The loan term is 4 years and is repayable in monthly installments. The loan attracts a nominal interest rate of 2.5% per annum.
In 2021, Shoryu Holdings Ltd borrowed £750,000 from its bankers through the Recovery Loan Scheme. The loan term is 5 years and is repayable in monthly installments. The loan attracts a nominal interest rate of 4.4% per annum. In 2022, a covenant breach occurred which resulted in the loan amount being reclassified to creditors due within one year.
The group was party to a multilateral cross guarantee and debenture dated 3 June 2015 given by subsidiary companies of Shoryu Holdings Ltd to secure group borrowings. A limited guarantee has been given by two of the directors'. A personal guarantee has been given by one the director's against the £750,000 loan. Limited guarantees have been given by Secretary of State for the Department for Business, Energy and Industrial Strategy against the Coronavirus Business Interruption Loan and the Recovery Loan Scheme.
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SHORYU HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Charged to profit or loss
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Fixed asset timing differences
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Short term timing differences
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Allotted, called up and fully paid
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234,551 (2022 - 234,551) Ordinary shares of £1.00 each
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Share premium account
The share premium account includes amounts paid for share capital over their nominal value.
Profit and loss account
The profit and loss account represent the accumulated profits and losses.
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SHORYU HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The comparative information in the financial statements has been restated from the figures previously reported in the prior year financial statements as follows:
A prior year restatement was necessary to reclassify salary costs of £1,296,180 which were previously included in administrative expenses. This adjustment resulted in an increase in cost of sales previously reported of £1,296,180 and a decrease in administrative expenses of the same amount.
A second prior year restatement was necessary to reclassify debtors of £103,121 which were previously included in creditors. This adjustment resulted in an increase in debtors previously reported of £103,121 and a increase in creditors of the same amount. The results are summarised below:
These adjustments had no impact on net assets or profit or loss for the previous year.
The company was party to a multilateral cross guarantee and debenture dated 3 June 2015 given by subsidiary companies of Shoryu Holdings Limited to secure group borrowings.
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The total pension cost for the Group was £79,156 (2022 - £74,920). Contributions totalling £20,042 (2022 - £13,303) were payable to the fund at the year end date.
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SHORYU HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Commitments under operating leases
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At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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29.Finance lease commitments
Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 to 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
The amount outstanding as at the reporting end date is £11,002 (2022 - £35,753).
30.Directors' personal guarantees
Limited guarantee has been given by the director on 13 July 2021 for £150,000. Another limited guarantee has been given by the director and one of the shareholder's of the company on 25 June 2015 for £100,000.
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SHORYU HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Related party transactions
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Where possible, the Group has taken advantage of the exemption conferred by FRS 102 section 33.1A from the requirement to disclose transactions with other wholly owned group undertakings.
Included in other creditors are loans of £800,935 (2022 - £871,346) owed to a shareholder of Shoryu Holdings Ltd. The balance is unsecured, repayable by 2026 and accrues interest at a rate of 1.1% per annum during the year.
During the year the Group entered into the following transactions with companies under common control:
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Amounts due to related parties at the reporting end date
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Amounts due from related parties at the reporting end date
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All other of the Company's related party transactions were with other companies that are wholly owned within the Group.
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Post balance sheet events
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In July 2024, a new restaurant at Westfield Stratford City opened operating under Shoryu World Limited. Shoryu World Limited is 100% owned by Shoryu Holdings Ltd.
There is no controlling party.
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