REGISTERED NUMBER: |
Report of the Directors and |
Financial Statements for the Year Ended 31 December 2023 |
for |
Tangs Department Stores (UK) Limited |
REGISTERED NUMBER: |
Report of the Directors and |
Financial Statements for the Year Ended 31 December 2023 |
for |
Tangs Department Stores (UK) Limited |
Tangs Department Stores (UK) Limited (Registered number: 04070282) |
Contents of the Financial Statements |
for the Year Ended 31 December 2023 |
Page |
Company Information | 1 |
Report of the Directors | 2 |
Report of the Independent Auditors | 3 |
Statement of Comprehensive Income | 6 |
Balance Sheet | 7 |
Statement of Changes in Equity | 8 |
Notes to the Financial Statements | 9 |
Tangs Department Stores (UK) Limited |
Company Information |
for the Year Ended 31 December 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditors |
First Floor |
18 Devonshire Row |
London |
EC2M 4RH |
Tangs Department Stores (UK) Limited (Registered number: 04070282) |
Report of the Directors |
for the Year Ended 31 December 2023 |
The directors present their report with the financial statements of the company for the year ended 31 December 2023. |
PRINCIPAL ACTIVITY |
The principal activities of the Tangs Department Stores (UK) Limited (the "Company") are sale of apparels, accessories and home furnishing online & selling these products to a network of authorised dealers in the United Kingdom & other countries of the European Union. |
DIVIDENDS |
No dividends will be distributed for the year ended 31 December 2023. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report. |
DIRECTORS' RESPONSIBILITIES STATEMENT |
The directors are responsible for preparing the Report of the Directors and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company 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 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 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 directors are 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 each director 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. |
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime. |
AUDITORS |
The auditors, Zenith Audit Ltd, 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 |
Tangs Department Stores (UK) Limited |
Opinion |
We have audited the financial statements of Tangs Department Stores (UK) Limited (the 'company') for the year ended 31 December 2023 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 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 company's affairs as at 31 December 2023 and of its profit 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. |
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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Directors has been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Tangs Department Stores (UK) Limited |
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 Report of the Directors. |
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 directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit; or |
- | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report. |
Responsibilities of directors |
As explained more fully in the Directors' Responsibilities Statement set out on page two, 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 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
Report of the Independent Auditors to the Members of |
Tangs Department Stores (UK) Limited |
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: |
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: |
We performed risk assessment procedures and obtained an understanding of the Company and its environment, the applicable financial reporting framework, the applicable laws and regulations, the Company's system of internal control and the fraud risk factors relevant to the Company that affect the susceptibility of assertions to material misstatement due to fraud. We made enquiries with management regarding actual or suspected fraud, non-compliance with laws and regulations, potential litigation and claims. The engagement partner led a discussion among the audit team with particular emphasis on how and where the Company's financial statements may be susceptible to material misstatement due to fraud, including how fraud might occur. The engagement partner assessed that the engagement team collectively had the appropriate competence and capability to identify or recognise non-compliance with laws and regulations. |
We considered compliance with UK Companies Act 2006 and the applicable tax legislation as the key laws and align to be justified regulations which non-compliance could directly lead to material misstatement due to fraud at the financial statement level. We evaluated whether the selection and application of accounting policies by the Company may be indicative of fraudulent financial reporting. Our audit procedures responsive to assessed risks of material misstatement due to fraud at the assertion level included but were not limited to: |
- Testing the appropriateness of manual journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements; |
- Making inquiries of individuals involved in the financial reporting process about inappropriate or unusual activity relating to the processing of journal entries; |
- Selecting and testing journal entries and other adjustments made at the end of a reporting period and throughout the period; |
- Reviewing accounting estimates for biases that could represent a risk of material misstatement due to fraud. |
Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements due to irregularities, including fraud, may not be detected, even though we have properly planned and performed our audit in accordance with the auditing standards. For example, 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. In addition, as with any audit, there remains a higher risk of non-detection of irregularities, as they may involve collusion, forgery, intentional omissions, override of internal controls, or 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. |
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 |
Statutory Auditors |
First Floor |
18 Devonshire Row |
London |
EC2M 4RH |
Tangs Department Stores (UK) Limited (Registered number: 04070282) |
Statement of Comprehensive Income |
for the Year Ended 31 December 2023 |
31.12.23 | 31.12.22 |
Notes | £ | £ | £ | £ |
TURNOVER |
Cost of sales |
GROSS PROFIT |
Distribution costs |
Administrative expenses |
16,269 | 16,186 |
OPERATING PROFIT |
Interest payable and similar expenses | ( |
) |
PROFIT BEFORE TAXATION | 3 |
Tax on profit | 5 |
PROFIT FOR THE FINANCIAL YEAR |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
Tangs Department Stores (UK) Limited (Registered number: 04070282) |
Balance Sheet |
31 December 2023 |
31.12.23 | 31.12.22 |
Notes | £ | £ |
CURRENT ASSETS |
Debtors | 7 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 8 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
( |
) |
CAPITAL AND RESERVES |
Called up share capital | 9 |
Retained earnings | ( |
) | ( |
) |
( |
) | ( |
) |
The financial statements were approved by the Board of Directors and authorised for issue on |
Tangs Department Stores (UK) Limited (Registered number: 04070282) |
Statement of Changes in Equity |
for the Year Ended 31 December 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 January 2022 | ( |
) | ( |
) |
Changes in equity |
Total comprehensive income | - |
Balance at 31 December 2022 | ( |
) | ( |
) |
Changes in equity |
Total comprehensive income | - |
Balance at 31 December 2023 | ( |
) | ( |
) |
Tangs Department Stores (UK) Limited (Registered number: 04070282) |
Notes to the Financial Statements |
for the Year Ended 31 December 2023 |
1. | STATUTORY INFORMATION |
These financial statements have been prepared on the going concern basis under the accounting policies set out below, which have been applied consistently and are in accordance with applicable accounting standards. |
Tangs Department Stores (UK) Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The principal accounting policies adopted in preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated. |
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention. |
Going Concern |
As at 31 December 2023, the Company's current liabilities exceeded its current assets by £1,682,749 (2022 - £1,754,624) and there was total shareholders' deficit of £1,682,749 (2022 - £1,754,624). Utan Group Limited, being immediate controlling party has confirmed its intention to provide sufficient financial support to the Company so as to enable it to meet its liabilities as they fall due and to enable it to carry on its business for the foreseeable future. Furthermore, the parent company has confirmed that it will not draw in the loan balances disclosed in note 8 for a period of 12 months following the signing of these financial statements. Consequently,the directors have prepared the financial statements on a going concern basis. |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
- the requirements of Section 7 Statement of Cash Flows. |
Turnover |
Revenue comprises the fair value of the consideration received or receivable for the sales of goods in the ordinary course of the Company's activities. Revenue is shown net of expected returns, discounts, and applicable sales taxes. |
The Company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the Company's activities as described below. The amount of revenue is not considered to be reliably measurable until all contingencies relating to the sale have been resolved. The Company bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. |
(a) Sales of goods - wholesale |
Sales of goods are recognised when the Company has delivered products to the customer, the customer has accepted the products and collectability of the related receivables is reasonably assured. |
(b) Sales of goods - retail |
Sales of goods are recognised when the Company sells a product to the customer. Retail sales are usually paid for by cash or credit card. The recorded revenue is the gross amount of sales, including the credit card fee payable for the transaction. Such fees are then included in "selling and distribution costs". |
Tangs Department Stores (UK) Limited (Registered number: 04070282) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Current and deferred income tax |
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date. |
Deferred income tax is recognised, using the balance sheet liability method, on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. |
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. |
Foreign currencies |
a. Functional and presentation currency |
Items included in the Company's financial statements are measured using the currency of the primary economic environment in which the entity operates (the "Functional currency"). The financial statements are presented in Pound Sterling, which is the Company's functional and presentation currency. |
b. Transaction and balances |
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income. |
Financial instruments |
Trade and other debtors |
Trade and other debtors are initially recognised at the transaction price and thereafter stated at amortised cost using the effective interest method, less impairment losses for bad and doubtful debts except where the effect of discounting would be immaterial. In such cases, the debtors are stated at cost less impairment losses for bad and doubtful debts. |
Trade and other creditors |
Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost. |
Cash and cash equivalents |
Cash and cash equivalents comprise cash in hand and cash held on demand with banks, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet. |
Fair value estimation |
The carrying values less impairment provision of trade receivables and payables are a reasonable approximation of their fair values due to their short-term maturities. The carrying values of other financial assets, including cash and cash equivalents and other receivables, and financial liabilities, including other payables, also approximate their fair values due to their short-term maturities. |
Estimates and judgements used in preparing the financial statements 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. |
Critical accounting estimates and judgements |
The Company makes estimates and assumptions concerning the future. There is no estimate and assumption that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. |
Tangs Department Stores (UK) Limited (Registered number: 04070282) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
3. | PROFIT BEFORE TAXATION |
The profit is stated after charging: |
31.12.23 | 31.12.22 |
£ | £ |
Foreign exchange differences |
Cost of inventories recognised as expense |
4. | AUDITORS' REMUNERATION |
Year Ended | Year Ended |
31.12.23 | 31.12.22 |
£ | £ |
Auditor's remuneration - Zenith Audit Ltd | 6,500 | 6,500 |
5. | TAXATION |
No liability to UK corporation tax arose for the year ended 31 December 2023 nor for the year ended 31 December 2022. |
The company has trading losses carried forward of £47,932 as at 31 December 2023. The company can carry trading losses forward to deduct from profits of future accounting periods as long as the trade continues. |
6. | EMPLOYEES AND DIRECTORS |
During the years ended 31 December 2023 and 31 December 2022, no amounts have been paid or are payable in respect of directors' emoluments, directors' or past directors' pensions or for any compensation to directors or past directors in respect of loss of office. The emoluments of the directors are not paid to them in their capacity as directors of the Company and are payable for services wholly attributable to other subsidiaries within the wider group. The number of employees are "NIL" (2022 - "NIL"). |
7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.23 | 31.12.22 |
£ | £ |
Trade debtors |
Amounts owed by group undertakings |
Provision for bad debt of £843 was recorded at 31.12.2023. (2022: £965) |
8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.23 | 31.12.22 |
£ | £ |
Payments on account |
Amounts owed to group undertakings |
VAT | 3,685 | 4,398 |
Other creditors |
Accrued expenses |
9. | CALLED UP SHARE CAPITAL |
Share capital is classified as equity. |
Reserves are formed of retained earnings. |
Tangs Department Stores (UK) Limited (Registered number: 04070282) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
10. | RELATED PARTY TRANSACTIONS |
The directors consider that there are no key managers, whose roles and activities within the Company define them as related parties in accordance with IAS 24, outside the Board of Directors. |
As of 31 December 2023, the company had an outstanding balance of £1,867,642 (2022: £1,266,928) payable to its parent company, Tangs Department Limited (BVI). This loan is interest-free and repayable on demand. (Note 8) |
During the year, the Company purchased goods and provided financial support to Tangs Department Stores (HK) Limited, a company incorporated in Hong Kong that is under common control. As of 31 December 2023, balance receivable was £162,835 (2022: payable of £511,088). The financing provided to Tangs Department Stores (HK) Limited is interest free and repayable on demand. (Note 7) |
11. | PARENT AND ULTIMATE HOLDING COMPANY |
According to the directors there is no ultimate controlling party. |
The immediate holding company is Tangs Department Limited (BVI), a company incorporated in the British Virgin Islands. |
12. | AUDITOR LIABILITY LIMITATION AGREEMENT |
An auditors' limitation of liability agreement has been approved by the members for the financial year ended 31 December 2023. The principal terms and conditions are as below: |
- The agreement limits the amount of any liability owed to the Company by the auditors in respect of any negligence default, breach of duty or breach of trust, occurring in the course of audit of the Company's accounts and pursuant to this agreement the auditor may be guilty in relation to the Company. |
- The agreement also stipulates the maximum aggregated amount payable in event of any of the circumstances stated above. |