REGISTERED NUMBER: |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
AUDITED FINANCIAL STATEMENTS FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
FOR |
MARUGAME UDON (EUROPE) LIMITED |
REGISTERED NUMBER: |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
AUDITED FINANCIAL STATEMENTS FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
FOR |
MARUGAME UDON (EUROPE) LIMITED |
MARUGAME UDON (EUROPE) LIMITED (REGISTERED NUMBER: 12716679) |
CONTENTS OF THE FINANCIAL STATEMENTS |
for the Period 2 JANUARY 2023 TO 31 DECEMBER 2023 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 5 |
Report of the Independent Auditors | 7 |
Income Statement | 10 |
Other Comprehensive Income | 11 |
Balance Sheet | 12 |
Statement of Changes in Equity | 13 |
Cash Flow Statement | 14 |
Notes to the Cash Flow Statement | 15 |
Notes to the Financial Statements | 16 |
MARUGAME UDON (EUROPE) LIMITED |
COMPANY INFORMATION |
for the Period 2 JANUARY 2023 TO 31 DECEMBER 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants |
and Statutory Auditor |
61 Queen Square |
Bristol |
BS1 4JZ |
MARUGAME UDON (EUROPE) LIMITED (REGISTERED NUMBER: 12716679) |
STRATEGIC REPORT |
for the Period 2 JANUARY 2023 TO 31 DECEMBER 2023 |
The directors present their strategic report for the period 2 January 2023 to 31 December 2023. |
REVIEW OF BUSINESS |
Marugame Udon (Europe) Limited operates a chain of Japanese noodle and tempura restaurants in the United Kingdom. The Marugame way: Udon noodles made with skilful hands in an open kitchen, unhurried broths, flavour-filled, freshly fried tempura topped with condiments to compliment. |
The Marugame vision is to bring 'udon' to all. The company has 5 core values which are key to its success in the United Kingdom. |
Own the mochi mochi - we put our passions to handcrafted and freshly made products, delivering delicious and quality experiences. |
Happy maker - we interact and entertain to craft a lively atmosphere and uplift people - converting into lifelong fans. |
Honest and real - We invite our guests with honesty and sincere passion. We are authentic to the heart. That's the Marugame way. |
Succeed Together - As one Marugame family, we lift each other up & embrace our differences. We grow everyday to be better together. |
Go beyond - We always go above and beyond to create truly unforgettable experiences for all Marugame Udon guests! |
FINANCIAL HIGHLIGHTS OF 2023 |
The turnover for period ended 31 December 2023 was £17.1m, with the turnover of Marugame Udon (Europe) Limited increasing by £8.4m (95%) compared to its previous financial year (1 January 2023: £8.7m). Restaurant growth was driven by new openings, annualised sales from prior year openings and Like for Like restaurant growth of +2.4%. |
During the year, the business opened 3 new restaurants and closed 1 restaurant. |
Adjusted EBITDA for the financial year was -£4.1m (1 January 2023: -£3.8m). |
The net assets position for end of the financial period totalled £11.4m (1 January 2023: £10.0m) |
The directors are satisfied with the performance of the business during the period and with the position at the year end. |
MARUGAME UDON (EUROPE) LIMITED (REGISTERED NUMBER: 12716679) |
STRATEGIC REPORT |
for the Period 2 JANUARY 2023 TO 31 DECEMBER 2023 |
PRINCIPAL RISKS AND UNCERTAINTIES |
The management of the business and the execution of the company's strategy are subject to several risks and uncertainties. These risks and uncertainties are monitored on an ongoing basis by the company's management team who report them to the board. |
Brand risk and reputational risks |
The company's brand is a key asset to the company and any negative association could adversely impact the future success of the company. The company has put in place rigorous operational controls to safeguard the brand and regularly reviews these controls for weaknesses. The brand continues to increase its appeal through innovation, marketing campaigns, CRM and brand development to increase awareness of Japanese food and hospitality in the United Kingdom. |
Employees |
The company's performance and ability to expand in the future, largely depends on its employees. The resignation of key people and the inability to recruit people with the right experience and skills, could adversely affect the company's future results. To mitigate this risk, the company continues to invest in training programmes and holds regular pay review to ensure that the company's pay rates remain competitive within the market they operate. |
Market conditions and competition |
The company operates in a very competitive market, particularly in respect of service offering, price and product quality. To mitigate this risk, the company regularly benchmarks its market offerings and price with its competitors on an ongoing basis. |
Liquidity |
Liquidity risk is managed through forecasting the future cash flow requirements of the business and maintaining sufficient bank balances. |
MARUGAME UDON (EUROPE) LIMITED (REGISTERED NUMBER: 12716679) |
STRATEGIC REPORT |
for the Period 2 JANUARY 2023 TO 31 DECEMBER 2023 |
KEY PERFORMANCE INDICATORS |
The business uses a wide range of financial and non-financial indicators to monitor and improve the overall business' performance, including: |
- Year on Year revenue growth (on a like for like basis) |
- Gross Profit Margin |
- Adjusted EBITDA |
- Net Promoter Score |
- Customer feedback and guest happiness scores |
- Google reviews |
- Staff turnover |
- Internal audit score |
ON BEHALF OF THE BOARD: |
MARUGAME UDON (EUROPE) LIMITED (REGISTERED NUMBER: 12716679) |
REPORT OF THE DIRECTORS |
for the Period 2 JANUARY 2023 TO 31 DECEMBER 2023 |
The directors present their report with the financial statements of the company for the period 2 January 2023 to 31 December 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the company in the period under review was that of a restaurateur. |
DIVIDENDS |
No dividends will be distributed for the period ended 31 December 2023. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 2 January 2023 to the date of this report. |
Other changes in directors holding office are as follows: |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Strategic Report, 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. |
MARUGAME UDON (EUROPE) LIMITED (REGISTERED NUMBER: 12716679) |
REPORT OF THE DIRECTORS |
for the Period 2 JANUARY 2023 TO 31 DECEMBER 2023 |
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. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
MARUGAME UDON (EUROPE) LIMITED |
Opinion |
We have audited the financial statements of Marugame Udon (Europe) Limited (the 'company') for the |
period ended 31 December 2023 which comprise the Income Statement, Other Comprehensive Income, |
Balance Sheet, Statement of Changes in Equity, Cash Flow Statement, Notes to the Cash Flow Statement 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 loss for the period 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 Strategic Report and 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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
MARUGAME UDON (EUROPE) LIMITED |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the 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. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 |
MARUGAME UDON (EUROPE) 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: |
An understanding of the legal and regulatory framework applicable to the entity was obtained from management and those charged with governance of the entity, and the audit engagement team was confirmed to have the appropriate competence and capabilities to identify non-compliance with such a framework. |
No significant instances of fraud, non-compliance with laws and regulations or other irregularities were communicated to the engagement team by management or those charged with governance, and no particular audit areas or legislation were identified that gave rise to any significant risks of material misstatement in respect of such irregularities. |
Due to the size and nature of the entity, its susceptibility to material misstatement resulting from fraud, non-compliance with laws and regulations, or other irregularities is considered to be low, and the audit approach was appropriately planned so as to address this risk. |
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 |
Chartered Accountants |
and Statutory Auditor |
61 Queen Square |
Bristol |
BS1 4JZ |
MARUGAME UDON (EUROPE) LIMITED (REGISTERED NUMBER: 12716679) |
INCOME STATEMENT |
for the Period 2 JANUARY 2023 TO 31 DECEMBER 2023 |
Period | Period |
2.1.23 | 3.1.22 |
to | to |
31.12.23 | 1.1.23 |
Notes | £ | £ |
TURNOVER |
Cost of sales |
GROSS PROFIT |
Administrative expenses |
(6,928,033 | ) | (6,248,036 | ) |
Other operating income |
OPERATING LOSS and |
LOSS BEFORE TAXATION | ( |
) | ( |
) |
Tax on loss | 6 |
LOSS FOR THE FINANCIAL PERIOD | ( |
) | ( |
) |
MARUGAME UDON (EUROPE) LIMITED (REGISTERED NUMBER: 12716679) |
OTHER COMPREHENSIVE INCOME |
for the Period 2 JANUARY 2023 TO 31 DECEMBER 2023 |
Period | Period |
2.1.23 | 3.1.22 |
to | to |
31.12.23 | 1.1.23 |
Notes | £ | £ |
LOSS FOR THE PERIOD | ( |
) | ( |
) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
( |
) |
( |
) |
MARUGAME UDON (EUROPE) LIMITED (REGISTERED NUMBER: 12716679) |
BALANCE SHEET |
31 DECEMBER 2023 |
2023 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 7 |
Tangible assets | 8 |
CURRENT ASSETS |
Stocks | 9 |
Debtors | 10 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 11 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 14 |
Share premium | 15 |
Retained earnings | 15 | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
MARUGAME UDON (EUROPE) LIMITED (REGISTERED NUMBER: 12716679) |
STATEMENT OF CHANGES IN EQUITY |
for the Period 2 JANUARY 2023 TO 31 DECEMBER 2023 |
Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
£ | £ | £ | £ |
Balance at 3 January 2022 | ( |
) |
Changes in equity |
Issue of share capital | - |
Total comprehensive income | - | ( |
) | - | ( |
) |
Balance at 1 January 2023 | ( |
) |
Changes in equity |
Issue of share capital | - |
Total comprehensive income | - | ( |
) | - | ( |
) |
Balance at 31 December 2023 | ( |
) |
MARUGAME UDON (EUROPE) LIMITED (REGISTERED NUMBER: 12716679) |
CASH FLOW STATEMENT |
for the Period 2 JANUARY 2023 TO 31 DECEMBER 2023 |
Period | Period |
2.1.23 | 3.1.22 |
to | to |
31.12.23 | 1.1.23 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | ( |
) | ( |
) |
Net cash from operating activities | ( |
) | ( |
) |
Cash flows from investing activities |
Purchase of intangible fixed assets | ( |
) | ( |
) |
Purchase of tangible fixed assets | ( |
) | ( |
) |
Net cash from investing activities | ( |
) | ( |
) |
Cash flows from financing activities |
Share issue |
Net cash from financing activities |
Decrease in cash and cash equivalents | ( |
) | ( |
) |
Cash and cash equivalents at beginning of period |
2 |
5,444,962 |
Cash and cash equivalents at end of period |
2 |
2,071,878 |
2,161,591 |
MARUGAME UDON (EUROPE) LIMITED (REGISTERED NUMBER: 12716679) |
NOTES TO THE CASH FLOW STATEMENT |
for the Period 2 JANUARY 2023 TO 31 DECEMBER 2023 |
1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
Period | Period |
2.1.23 | 3.1.22 |
to | to |
31.12.23 | 1.1.23 |
£ | £ |
Loss before taxation | ( |
) | ( |
) |
Depreciation charges |
Exceptional item - loss on disposal | 223,720 | - |
(4,979,077 | ) | (5,325,685 | ) |
Decrease/(increase) in stocks | ( |
) |
Increase in trade and other debtors | ( |
) | ( |
) |
Increase in trade and other creditors |
Cash generated from operations | ( |
) | ( |
) |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Period ended 31 December 2023 |
31.12.23 | 2.1.23 |
£ | £ |
Cash and cash equivalents | 2,071,878 | 2,161,591 |
Period ended 1 January 2023 |
1.1.23 | 3.1.22 |
£ | £ |
Cash and cash equivalents | 2,161,591 | 5,444,962 |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 2.1.23 | Cash flow | At 31.12.23 |
£ | £ | £ |
Net cash |
Cash at bank | 2,161,591 | (89,713 | ) | 2,071,878 |
2,161,591 | ( |
) | 2,071,878 |
Total | 2,161,591 | (89,713 | ) | 2,071,878 |
MARUGAME UDON (EUROPE) LIMITED (REGISTERED NUMBER: 12716679) |
NOTES TO THE FINANCIAL STATEMENTS |
for the Period 2 JANUARY 2023 TO 31 DECEMBER 2023 |
1. | STATUTORY INFORMATION |
Marugame Udon (Europe) Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Significant judgements and estimates |
In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both the current and future periods. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Intangible assets |
Concept design and Website development are both being amortised evenly over their estimated useful lives of five years. However, the website was in development throughout the prior period, and was brought in to use during the current period. No amortisation was charged during the development phase. |
Tangible fixed assets |
Short leasehold | - |
House equipment | - |
Fixtures and fittings | - |
Office and IT equipment | - |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
MARUGAME UDON (EUROPE) LIMITED (REGISTERED NUMBER: 12716679) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Period 2 JANUARY 2023 TO 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments |
Financial assets and liabilities are recognised in the balance sheet when the company becomes party to the contractual provisions of the instrument. |
Trade and other debtors and creditors, together with loans with other group companies, are classified as basic financial instruments and are measured on initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company may not be able to collect all amounts due. |
Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank. |
Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of any direct issue costs. |
Taxation |
Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Operating leases |
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the full term of the relevant lease. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
MARUGAME UDON (EUROPE) LIMITED (REGISTERED NUMBER: 12716679) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Period 2 JANUARY 2023 TO 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Pre-opening costs |
Costs incurred in the planning and delivery of new sites are expensed in the period in which they are incurred, and are reported separately in order to distinguish these costs from normal trading overhead expenses. |
Going concern |
The directors have assessed the foreseeable future of the business as best they can given the impacts of the cost of living crisis on the sector and the wider economy. |
The shareholders have made sufficient funds available both during the period and since the period end to enable the company to to fund the working capital of the trading business as it grows. |
The directors therefore consider that the company is able to meet all of its liabilities as they fall due, and accordingly continue to adopt the going concern basis as the appropriate basis for the preparation of these financial statements. |
3. | EMPLOYEES AND DIRECTORS |
Period | Period |
2.1.23 | 3.1.22 |
to | to |
31.12.23 | 1.1.23 |
£ | £ |
Wages and salaries | 6,660,046 | 5,266,444 |
Social security costs | 523,492 | 386,973 |
Other pension costs | 79,293 | 31,754 |
7,262,830 | 5,685,171 |
AVERAGE STAFF NUMBERS |
Period | Period |
2.1.23 | 3.1.22 |
to | to |
31.12.23 | 1.1.23 |
£ | £ |
Restaurant staff | 369 | 249 |
Head office | 22 | 16 |
391 | 265 |
MARUGAME UDON (EUROPE) LIMITED (REGISTERED NUMBER: 12716679) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Period 2 JANUARY 2023 TO 31 DECEMBER 2023 |
Period | Period |
2.1.23 | 3.1.22 |
to | to |
31.12.23 | 1.1.23 |
£ | £ |
Directors' remuneration |
Directors' pension contributions to money purchase schemes |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes |
Information regarding the highest paid director is as follows: |
Period | Period |
2.1.23 | 3.1.22 |
to | to |
31.12.23 | 1.1.23 |
£ | £ |
Emoluments etc |
Pension contributions to money purchase schemes |
4. | OPERATING LOSS |
The operating loss is stated after charging: |
Period | Period |
2.1.23 | 3.1.22 |
to | to |
31.12.23 | 1.1.23 |
£ | £ |
Depreciation - owned assets |
Concept design amortisation |
Website development amortisation |
Auditors' remuneration |
5. | EXCEPTIONAL ITEMS |
Included within overheads are pre-opening costs of £703,739 (at 1 January 2023: £1,175,366). These relate to the costs incurred at each site up to and including the launch. |
In the current period, there is also £199,245 (at 1 January 2023: £nil) of exceptional administrative expenses arising from an onerous lease provision for a closed site, £223,720 (at 1 January 2023: £nil) on disposal of intangible and tangible assets and £25,361 (at 1 January 2023: £nil) of other costs relating to fixed assets. |
MARUGAME UDON (EUROPE) LIMITED (REGISTERED NUMBER: 12716679) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Period 2 JANUARY 2023 TO 31 DECEMBER 2023 |
6. | TAXATION |
Analysis of the tax charge |
No liability to UK corporation tax arose for the period ended 31 December 2023 nor for the period ended 1 January 2023. |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
Period | Period |
2.1.23 | 3.1.22 |
to | to |
31.12.23 | 1.1.23 |
£ | £ |
Loss before tax | ( |
) | ( |
) |
Loss multiplied by the standard rate of corporation tax in the UK of |
( |
) |
( |
) |
Effects of: |
Expenses not deductible for tax purposes | ( |
) |
Superdeduction allowances claimed | ( |
) |
Tax losses not utilised |
Total tax charge | - | - |
At the period end the company carried forward tax losses of £22,846,258 (1 January 2023: £16,023,406). |
MARUGAME UDON (EUROPE) LIMITED (REGISTERED NUMBER: 12716679) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Period 2 JANUARY 2023 TO 31 DECEMBER 2023 |
7. | INTANGIBLE FIXED ASSETS |
Concept | Website |
design | development | Totals |
£ | £ | £ |
COST |
At 2 January 2023 |
Additions |
Disposals | ( |
) | ( |
) |
At 31 December 2023 |
AMORTISATION |
At 2 January 2023 |
Amortisation for period |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 1 January 2023 |
8. | TANGIBLE FIXED ASSETS |
Fixtures | Office |
Short | House | and | and IT |
leasehold | equipment | fittings | equipment | Totals |
£ | £ | £ | £ | £ |
COST |
At 2 January 2023 |
Additions |
Disposals | ( |
) | ( |
) | ( |
) | ( |
) |
At 31 December 2023 |
DEPRECIATION |
At 2 January 2023 |
Charge for period |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 1 January 2023 |
9. | STOCKS |
2023 | 2023 |
£ | £ |
Finished goods |
MARUGAME UDON (EUROPE) LIMITED (REGISTERED NUMBER: 12716679) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Period 2 JANUARY 2023 TO 31 DECEMBER 2023 |
10. | DEBTORS |
2023 | 2023 |
£ | £ |
Amounts falling due within one year: |
Trade debtors |
Other debtors |
VAT |
Prepayments and accrued income |
Amounts falling due after more than one year: |
Other debtors |
Aggregate amounts |
11. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2023 |
£ | £ |
Trade creditors |
Amounts owed to group undertakings |
Social security and other taxes |
VAT | 434,565 | - |
Other creditors |
Accruals and deferred income |
12. | LEASING AGREEMENTS |
Minimum lease payments under non-cancellable operating leases fall due as follows: |
2023 | 2023 |
£ | £ |
Within one year |
Between one and five years |
In more than five years |
MARUGAME UDON (EUROPE) LIMITED (REGISTERED NUMBER: 12716679) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Period 2 JANUARY 2023 TO 31 DECEMBER 2023 |
13. | PROVISIONS FOR LIABILITIES |
The deferred tax provision at 31 December 2023 comprised: |
31.12.23 | 01.01.23 |
£ | £ |
Capital allowances in excess of depreciation | 1,423,642 | 990,921 |
Other timing differences | (1,272 | ) | (189 | ) |
Tax losses carried forward | (1,422,370 | ) | (990,732 | ) |
- | - |
At 31 December 2023 in addition to the deferred tax above, the company had an unrecognised deferred tax asset totalling £4,289,195 (at 1 January 2023: £2,053,715) in respect of tax losses carried forward and available to offset future taxable profits. |
14. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2023 |
value: | £ | £ |
A ordinary | £0.50 | 1,485,524 | 1,049,841 |
B ordinary | £0.50 | 273,000 | 200,000 |
C ordinary | £0.50 | 2,500 | 2,500 |
1,761,024 | 1,252,341 |
146,000 B ordinary shares of £0.50 each were allotted and fully paid for |
766,383 A ordinary shares of £0.50 each were allotted as fully paid |
Also included in share capital and share premium at the period end are 104,984 A ordinary shares of £0.50 each which were fully paid at a premium of £8.93 per share during the period. |
The formal filing of the share issuance with Companies House is pending. The company confirms that all required documentation has been prepared and will be submitted to Companies House in accordance with regulatory requirements. |
A ordinary shares carry one vote each and can receive dividends, distributions and residual assets on a liquidation. B ordinary shares are non-voting and have no right to receive dividends, distributions and residual assets on a liquidation. C ordinary shares are non-voting and can receive dividends and distributions but not residual assets on a liquidation. |
MARUGAME UDON (EUROPE) LIMITED (REGISTERED NUMBER: 12716679) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Period 2 JANUARY 2023 TO 31 DECEMBER 2023 |
15. | RESERVES |
Retained | Share |
earnings | premium | Totals |
£ | £ | £ |
At 2 January 2023 | ( |
) | 8,747,418 |
Deficit for the period | ( |
) | ( |
) |
Cash share issue | - | 7,781,309 | 7,781,309 |
At 31 December 2023 | ( |
) | 9,624,278 |
16. | PENSION COMMITMENTS |
Period | Period |
2.1.23 | 3.1.22 |
to | to |
31.12.23 | 1.1.23 |
£ | £ |
Defined contribution schemes |
Charge to the Income Statement for defined contribution schemes | 83,537 | 32,658 |
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. |
At 31 December 2023 contributions totalling £16,494 were due to the pension providers (1 January 2023: £2,318). |
17. | CONTINGENT LIABILITIES |
The company has granted a fixed and floating charge over all assets to HSBC UK Bank plc in respect of any borrowing facilities provided to the company. The company had no such borrowings at 31 December 2023 or 1 January 2023. |
18. | RELATED PARTY DISCLOSURES |
During the period, the company was charged £300,000 for service fees (during period ended 1 January 2023: £300,000), £506,260 for royalties (during period ended 1 January 2023: £267,341) and £39,565 for other costs (during period ended 1 January 2023: £68,811) by entities that control or have significant influence over the company. The company also charged these entities for administrative recharges amounting to £83,376 (during period ended 1 January 2023: £nil) and other recharges for £41,855 (during period ended 1 January 2023: £nil). |
At the period end the company owed £338,979 to these entities (1 January 2023: £359,200). |
19. | ULTIMATE CONTROLLING PARTY |
The company considers Toridoll Holdings Corporation, a company incorporated in Japan and listed on the Tokyo Stock Exchange, to be its parent undertaking and controlling party. |