Registered number: 07567429
SHORYU RAMEN LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
SHORYU RAMEN LIMITED
COMPANY INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unit B
Premier Park
Premier Park Road
|
|
|
|
|
|
|
|
|
|
|
|
Chartered Accountants & Statutory Auditor
|
|
|
|
|
|
|
|
|
|
|
|
SHORYU RAMEN LIMITED
CONTENTS
|
|
|
|
|
|
Independent Auditors' Report
|
|
Statement of Income and Retained Earnings
|
|
Statement of Financial Position
|
|
Notes to the Financial Statements
|
|
|
SHORYU RAMEN LIMITED
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 company recorded a net loss of £75,384 (2022 - profit of £122,719) on a turnover of £11,626,682 (2022 - £10,879,032).
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 spiraling 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 the 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, company’s like for like sales rose 6.8% showing a steady rebound from the pandemic and compared to the previous year. Whilst London 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 restaurants operated by Shoryu Ramen Limited 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.
|
SHORYU RAMEN LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Principal risks and uncertainties
|
The directors recognise that within the businesses there is a number of risks which may affect the performance of the company. 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 company 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.
These financial statements are prepared on a going concern basis. The directors have reasonable expectation that the company 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 company has net current liabilities £ 2,773,195 (2022 - £3,035,105) and has made a net loss of £75,384 (2022: profit of £122,719).
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 company 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 balance 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 and the company were unable to continue as a going concern.
Financial key performance indicators
|
The group's key financial and other performance indicators during the year were as follows:
|
SHORYU RAMEN LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Other key performance indicators
|
With the strong growth and popularity 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.
This report was approved by the board and signed on its behalf.
|
SHORYU RAMEN LIMITED
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
|
The directors are responsible for preparing the Strategic Report, the Directors' Report 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 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 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 for the Company'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 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the year, after taxation, amounted to £75,384 (2022 - profit £122,719).
No dividends were declared or paid in the year (2022 - £Nil).
The directors who served during the year were:
The Company continues to offer an excellent dining experience providing authentic Japanese cuisine to customers.
|
SHORYU RAMEN LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Disclosure of information to auditors
|
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'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's auditors are aware of that information.
Post balance sheet events
|
There have been no significant events affecting the Company since the year end.
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.
|
SHORYU RAMEN LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHORYU RAMEN LIMITED
We have audited the financial statements of Shoryu Ramen Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of Income and Retained Earnings, the Statement of Financial Position 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 Company's affairs as at 31 December 2023 and of its 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 Company 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
|
We draw attention to note 2.3 in the financial statements, which indicates that continuing losses may cast significant doubt on the Company'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.
|
SHORYU RAMEN LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHORYU RAMEN LIMITED (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
|
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
|
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the 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, 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.
Responsibilities of directors
|
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 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.
|
SHORYU RAMEN LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHORYU RAMEN LIMITED (CONTINUED)
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 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 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;
∙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.
|
SHORYU RAMEN LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHORYU RAMEN LIMITED (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.
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
27 August 2024
|
SHORYU RAMEN LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest payable and similar expenses
|
|
|
|
Amounts written off investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained earnings at the beginning of the year
|
|
|
|
|
|
|
|
(Loss)/profit for the year
|
|
|
|
Retained earnings at the end of the year
|
|
|
|
There were no recognised gains and losses for 2023 or 2022 other than those included in the Statement of Income and Retained Earnings..
|
The notes on pages 12 to 28 form part of these financial statements.
|
|
SHORYU RAMEN LIMITED
REGISTERED NUMBER: 07567429
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
|
|
Provisions for liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 28 form part of these financial statements.
|
SHORYU RAMEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The principal activity of Shoryu Ramen Limited ("the company") is that of providing authentic Japanese cuisine to customers via both restaurants and delivery agents.
Shoryu Ramen Limited is a private company limited by shares incorporated in England and Wales.
The registered office is Unit B, Premier Park, Premier Park Road, London, United Kingdom, NW10 7NZ.
Shoryu Ramen Limited operates from six restaurant locations:
∙1 Piccadilly Gardens, Manchester, M1 1RG
∙9 Regent Street, London, SW1Y 4LR
∙45 Great Eastern Street, London, EC2A 3HP
∙134 The Westgate, Queens Street, Oxford, OX1 1PB
∙35 Great Queen Street, London, WC2B 5AA
∙3 Denman Street, London, W1D 7HA
2.Accounting policies
|
|
Basis of preparation of financial statements
|
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 management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
|
|
Financial Reporting Standard 102 - reduced disclosure exemptions
|
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Shoryu Holdings Limited as at 31 December 2023 and these financial statements may be obtained from Companies House searching for their registration number 08251749.
|
SHORYU RAMEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
The financial statements have been prepared on the going concern basis, which assumes that the Company will continue to trade for the foreseeable future, being a period of at least twelve months from the date of approval of these financial statements, and will be able to meet its debts as they fall due. However, the directors are aware of certain material uncertainties which may cause doubt on the company's ability to continue as a going concern.
In the year ended 30 December 2023, the company incurred a loss before tax of £29,773 (2022 - profit £156,060) and at the reporting date, there were net liabilities of £555,285 (2022: £479,901). The fellow subsidaries have provided assurance via letters of support that they will not seek repayment of the amounts owed at least on or after 12 months from approval of these financial statements or when the company is in a position to repay the liabilities as this is in the best interest of the group as a whole.
The ultimate controlling party has confirmed that it will not demand repayment of the existing loans until the group is in a position to do so. This commitment is also for a period of at least twelve months from the approval of these financial statements.
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 group companies, the directors are confident that the Company's access to working capital and future profit generation will be sufficient to support the business in the foreseeable future, and accordingly, consider it appropriate to prepare the financial statements on a going concern basis.
The directors are confident regarding the company's and group's long-term prospects and profitability. It is however difficult to assess the impact of any other unexpected disruptions.
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 company's ability to continue as a going concern.
The financial statements do not include the adjustments that would result if the company or group were unable to continue as a going concern.
|
SHORYU RAMEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
|
|
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 recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Revenue comprises both income arising from the sale of food and drink net of value added tax and income arising as a result of service charges relating to the sale of this food and drink.
Revenue is recognised when food and drink is provided to the customer.
|
|
Operating leases: the Company as lessee
|
Rentals paid under operating leases are charged to the Statement of Income and Retained Earnings on a straight-line basis over the lease term.
|
|
Leased assets: the Company 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 Statement of Income and Retained Earnings in the same period as the related expenditure.
|
SHORYU RAMEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Finance costs are charged to the Statement of Income and Retained Earnings 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.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds.
|
|
Current and deferred taxation
|
The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings 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 operates and generates 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; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
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.
|
SHORYU RAMEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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 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.
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:
|
|
|
|
Long-term leasehold property
|
|
Over the remaining period of the lease
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
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.
|
|
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.
|
SHORYU RAMEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
|
|
Provisions for liabilities
|
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.
|
SHORYU RAMEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
The Company 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 Income and Retained Earnings.
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 the 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 RAMEN LIMITED
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 judgments, 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 judgments 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.
Going concern assumption
As outlined in note 2.3 the directors believe that the company will continue to be a going concern however due to previous losses and post-pandemic economic conditions, material uncertainty does exist relating to the going concern assumption.
As a result, the accounts have been prepared on such a basis so assets and liabilities have been accounted for with the company's continued trading operation in mind.
If the company was to no longer be a going concern, assets and liabilities would need to be re-evaluated to reflect this position.
|
|
|
An analysis of turnover by class of business is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All turnover arose within the United Kingdom.
|
|
|
|
|
|
Government grants receivable
|
|
|
|
|
|
|
|
|
|
|
|
SHORYU RAMEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|
|
The operating profit is stated after charging:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation of owned tangible fixed assets
|
|
|
|
Depreciation of tangible fixed assets held under finance leases
|
|
|
|
Profit on disposal of tangible fixed assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the year, the Company obtained the following services from the Company's auditors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees payable to the Company's auditors for the audit of the Company's financial statements
|
|
|
|
The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
|
|
SHORYU RAMEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|
|
Staff costs, including directors' remuneration, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of defined contribution scheme
|
|
|
|
|
|
|
|
|
|
|
|
The average monthly number of employees, including the directors, during the year was as follows:
|
|
|
|
|
|
Company contributions to defined contribution pension schemes
|
|
|
|
|
|
|
|
|
|
|
|
SHORYU RAMEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
Interest payable and similar expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intercompany interest payable
|
|
|
|
Interest on finance leases
|
|
|
|
|
|
|
|
|
|
|
|
Current tax on profits for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Origination and reversal of timing differences
|
|
|
|
|
|
|
|
SHORYU RAMEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
11.Taxation (continued)
|
Factors affecting tax charge for the year
|
|
The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/profit on ordinary activities before tax
|
|
|
|
(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
|
|
|
|
|
|
|
|
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
|
|
|
|
Capital allowances for year in excess of depreciation
|
|
|
|
Other differences leading to an increase (decrease) in the tax charge
|
|
|
|
|
|
|
|
Total tax charge for the year
|
|
|
|
Factors that may affect future tax charges
|
There were no factors that may affect future tax charges.
|
Amounts written off investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts written off current loans
|
|
|
|
SHORYU RAMEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|
Long-term leasehold property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge for the year on owned assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term leasehold property
|
|
|
|
|
|
|
|
|
|
|
|
SHORYU RAMEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
Finished goods and goods for resale
|
|
|
|
|
|
|
|
The amount of stock that was written off during the year was £Nil (2022 - £Nil).
The difference between purchase price or production cost of stocks and their replacement cost is not material.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings are interest free and repayable on demand.
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
|
|
|
|
Other taxation and social security
|
|
|
|
Obligations under finance leases
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings are interest free and repayable on demand.
|
|
SHORYU RAMEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
Hire purchase and finance leases
|
|
Minimum lease payments under hire purchase fall due as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged to the profit or loss
|
|
|
|
|
|
The provision for deferred taxation is made up as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed asset timing differences
|
|
|
|
Short term timing differences
|
|
|
|
|
|
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
200 (2022 - 200) Ordinary shares of £1.00 each
|
|
|
|
SHORYU RAMEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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 is the Company's accumulated retained profits and losses at the year end.
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 £150,252 which were previously included in creditors. This adjustment resulted in an increase in debtors previously reported of £150,252 and a increase in creditors of the same amount. The results are summarised below:
These adjustments had no impact on net assets or profit for the year.
The company was party to a multilateral cross guarantee and debenture dated 3 June 2015 given by the subsidiary companies of Shoryu Holdings Limited to secure group borrowings.
|
SHORYU RAMEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £55,793 (2022 - £51,249). Contributions totalling £5,812 (2022 - £4,259) were payable to the fund at the reporting date and are included in creditors.
|
Commitments under operating leases
|
|
At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Later than 1 year and not later than 5 years
|
|
|
|
|
|
|
|
|
|
|
|
Related party transactions
|
|
Where possible, the Company 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.
During the year the Company entered into the following transactions with companies under common control:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts due to related parties at the reporting end date
|
|
|
|
Amounts due from related parties at the reporting end date
|
|
|
The company's parent and ultimate parent is Shoryu Holdings Ltd, incorporated in the United Kingdom.
The parent of the largest group in which these financial statements are consolidated is Shoryu Holdings Ltd, a company incorporated in England and Wales. A copy of the consolidated financial statements can be obtained from Companies House using the company's registration number 08251749.
|
|