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REGISTERED NUMBER: 12716679 (England and Wales)















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: T Sugiyama
T Takeshi
H Misawa
S McIntyre





REGISTERED OFFICE: 61 Queen Square
Bristol
BS1 4JZ





REGISTERED NUMBER: 12716679 (England and Wales)





AUDITORS: Burnside
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:




H Misawa - Director


30 September 2024

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.

T Sugiyama
T Takeshi

Other changes in directors holding office are as follows:

S Suga - resigned 22 February 2023
H Misawa - appointed 22 February 2023

S McIntyre was appointed as a director after 31 December 2023 but prior to the date of this report.

K Bird and A M Benavides ceased to be directors after 31 December 2023 but prior to the date of this report.

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:





H Misawa - Director


30 September 2024

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.




Steven Coombe FCA (Senior Statutory Auditor)
for and on behalf of Burnside
Chartered Accountants
and Statutory Auditor
61 Queen Square
Bristol
BS1 4JZ

30 September 2024

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 17,052,985 8,745,747

Cost of sales 5,097,399 3,045,219
GROSS PROFIT 11,955,586 5,700,528

Administrative expenses 18,883,619 11,948,564
(6,928,033 ) (6,248,036 )

Other operating income 23,584 136,412
OPERATING LOSS and
LOSS BEFORE TAXATION (6,904,449 ) (6,111,624 )

Tax on loss 6 - -
LOSS FOR THE FINANCIAL PERIOD (6,904,449 ) (6,111,624 )

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 (6,904,449 ) (6,111,624 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE PERIOD

(6,904,449

)

(6,111,624

)

MARUGAME UDON (EUROPE) LIMITED (REGISTERED NUMBER: 12716679)

BALANCE SHEET
31 DECEMBER 2023

2023 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 7 368,640 437,919
Tangible assets 8 12,329,380 10,731,354
12,698,020 11,169,273

CURRENT ASSETS
Stocks 9 150,650 196,146
Debtors 10 1,941,532 1,264,358
Cash at bank 2,071,878 2,161,591
4,164,060 3,622,095
CREDITORS
Amounts falling due within one year 11 5,476,778 4,791,609
NET CURRENT LIABILITIES (1,312,718 ) (1,169,514 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

11,385,302

9,999,759

CAPITAL AND RESERVES
Called up share capital 14 1,761,024 1,252,341
Share premium 15 26,542,218 18,760,909
Retained earnings 15 (16,917,940 ) (10,013,491 )
SHAREHOLDERS' FUNDS 11,385,302 9,999,759

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2024 and were signed on its behalf by:





H Misawa - Director


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 939,881 (3,901,867 ) 14,073,366 11,111,380

Changes in equity
Issue of share capital 312,460 - 4,687,543 5,000,003
Total comprehensive income - (6,111,624 ) - (6,111,624 )
Balance at 1 January 2023 1,252,341 (10,013,491 ) 18,760,909 9,999,759

Changes in equity
Issue of share capital 508,683 - 7,781,309 8,289,992
Total comprehensive income - (6,904,449 ) - (6,904,449 )
Balance at 31 December 2023 1,761,024 (16,917,940 ) 26,542,218 11,385,302

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 (4,925,586 ) (3,355,131 )
Net cash from operating activities (4,925,586 ) (3,355,131 )

Cash flows from investing activities
Purchase of intangible fixed assets (43,070 ) (67,050 )
Purchase of tangible fixed assets (3,411,049 ) (6,664,963 )
Net cash from investing activities (3,454,119 ) (6,732,013 )

Cash flows from financing activities
Share issue 8,289,992 6,803,773
Net cash from financing activities 8,289,992 6,803,773

Decrease in cash and cash equivalents (89,713 ) (3,283,371 )
Cash and cash equivalents at
beginning of period

2

2,161,591

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 (6,904,449 ) (6,111,624 )
Depreciation charges 1,701,652 785,939
Exceptional item - loss on disposal 223,720 -
(4,979,077 ) (5,325,685 )
Decrease/(increase) in stocks 45,496 (97,971 )
Increase in trade and other debtors (677,174 ) (179,444 )
Increase in trade and other creditors 685,169 2,247,969
Cash generated from operations (4,925,586 ) (3,355,131 )

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 (89,713 ) 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 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.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
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.

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
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Short leasehold - over the term of the lease
House equipment - 20% on cost
Fixtures and fittings - 20% on cost
Office and IT equipment - 20% on cost

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

PeriodPeriod
2.1.233.1.22
toto
31.12.231.1.23
££
Wages and salaries6,660,0465,266,444
Social security costs523,492386,973
Other pension costs79,29331,754
7,262,8305,685,171

AVERAGE STAFF NUMBERS
PeriodPeriod
2.1.233.1.22
toto
31.12.231.1.23
££
Restaurant staff369249
Head office2216
391265

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 281,205 253,614
Directors' pension contributions to money purchase schemes 1,321 1,321

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 1 1

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 281,205 253,614
Pension contributions to money purchase schemes 1,321 1,321

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 1,600,303 728,522
Concept design amortisation 94,081 54,342
Website development amortisation 7,268 3,075
Auditors' remuneration 22,500 21,000

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 (6,904,449 ) (6,111,624 )
Loss multiplied by the standard rate of corporation tax in the UK
of 23.500% (2023 - 19%)

(1,622,546

)

(1,161,209

)

Effects of:
Expenses not deductible for tax purposes (7,414 ) 1,030
Superdeduction allowances claimed - (959,872 )
Tax losses not utilised 1,629,960 2,120,051
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 463,889 36,339 500,228
Additions 43,070 - 43,070
Disposals (11,000 ) - (11,000 )
At 31 December 2023 495,959 36,339 532,298
AMORTISATION
At 2 January 2023 59,234 3,075 62,309
Amortisation for period 94,081 7,268 101,349
At 31 December 2023 153,315 10,343 163,658
NET BOOK VALUE
At 31 December 2023 342,644 25,996 368,640
At 1 January 2023 404,655 33,264 437,919

8. TANGIBLE FIXED ASSETS
Fixtures Office
Short House and and IT
leasehold equipment fittings equipment Totals
£    £    £    £    £   
COST
At 2 January 2023 6,914,208 1,219,105 2,882,626 522,536 11,538,475
Additions 2,323,272 24,472 818,908 244,397 3,411,049
Disposals (70,184 ) - (135,455 ) (7,081 ) (212,720 )
At 31 December 2023 9,167,296 1,243,577 3,566,079 759,852 14,736,804
DEPRECIATION
At 2 January 2023 247,140 115,834 383,370 60,777 807,121
Charge for period 588,059 215,127 659,753 137,364 1,600,303
At 31 December 2023 835,199 330,961 1,043,123 198,141 2,407,424
NET BOOK VALUE
At 31 December 2023 8,332,097 912,616 2,522,956 561,711 12,329,380
At 1 January 2023 6,667,068 1,103,271 2,499,256 461,759 10,731,354

9. STOCKS
2023 2023
£    £   
Finished goods 150,650 196,146

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 249,745 73,987
Other debtors - 1,677
VAT - 150,112
Prepayments and accrued income 949,476 296,271
1,199,221 522,047

Amounts falling due after more than one year:
Other debtors 742,311 742,311

Aggregate amounts 1,941,532 1,264,358

11. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2023
£    £   
Trade creditors 967,251 1,154,969
Amounts owed to group undertakings 237,372 269,200
Social security and other taxes 192,915 162,112
VAT 434,565 -
Other creditors 102,574 330,709
Accruals and deferred income 3,542,101 2,874,619
5,476,778 4,791,609

12. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2023 2023
£    £   
Within one year 2,055,806 848,551
Between one and five years 10,375,533 9,135,472
In more than five years 21,327,637 23,402,292
33,758,976 33,386,315

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:

31.12.2301.01.23
££
Capital allowances in excess of depreciation1,423,642990,921
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: £    £   
2,971,049 A ordinary £0.50 1,485,524 1,049,841
546,000 B ordinary £0.50 273,000 200,000
5,000 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 cash at par during the period.

766,383 A ordinary shares of £0.50 each were allotted as fully paid at a premium of £8.93 per share during the period.

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 (10,013,491 ) 18,760,909 8,747,418
Deficit for the period (6,904,449 ) (6,904,449 )
Cash share issue - 7,781,309 7,781,309
At 31 December 2023 (16,917,940 ) 26,542,218 9,624,278

16. PENSION COMMITMENTS

PeriodPeriod
2.1.233.1.22
toto
31.12.231.1.23
££
Defined contribution schemes
Charge to the Income Statement for defined contribution schemes83,53732,658

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.