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Registered number: 01240558
JAPAN CENTRE GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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JAPAN CENTRE GROUP LIMITED
COMPANY INFORMATION
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M Morishita (appointed 30 May 2024)
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T Nakamura (appointed 30 May 2024, resigned 20 May 2025)
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H Tokumine (resigned 30 May 2024)
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K Tokumine (resigned 30 May 2024)
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Chartered Accountants & Statutory Auditor
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JAPAN CENTRE GROUP LIMITED
CONTENTS
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Independent Auditors' Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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JAPAN CENTRE GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors present the Strategic Report for the year ended 31 December 2024.
Japan Centre Group Limited operates in the UK market through its retail and wholesale stores, together with two restaurants. The Company focuses on providing authentic Japanese food and merchandise and aims to strengthen its leadership in this specialist niche by offering unique, high-quality products and experiences.
2024 Performance
The Company experienced a challenging year, with its loss increasing to £1,852,620 from £365,864. This result was largely driven by the liquidation of a fellow subsidiary Heddon Yokocho Ltd, which resulted in a write down of intercompany debt of £1,064,318.
Turnover declined during the year, while administrative expenses rose, resulting in a shift from a net assets position to net liabilities of £90,855 as at 31 December 2024.
Strategic Direction
The Company’s core strategy is to consolidate its position as a leading provider of Japanese food and cultural experiences in the UK. A central component of this strategy is the recent acquisition of a UK retailer operating specialist Japanese food shops and fishmongers. This acquisition is expected to broaden the Company’s product range and extend its market reach.
Expected Outcomes
The strategic plan is designed to stabilise the Company’s financial position, restore profitability, and reinforce its UK market presence. The successful integration of the new UK retailer is expected to be a key driver of revenue growth and improved financial performance.
In 2025, one of the restaurants the Company was operating throughout 2024 reported declining sales in the first six months. As a result, the directors decided to close the restaurant and convert it into a food court, a move anticipated to increase sales by approximately £1.5 million.
Main Goals
∙Achieve financial stabilisation and a return to profitability by reducing operating losses by at least 50% in the next financial year and increasing turnover by 20–40% through both existing operations and the new acquisition.
∙Successfully integrate the new UK retail stores to support market growth, ensuring operational and financial alignment across the wider business by the end of 2025.
∙Expand retail and takeaway offerings, with a particular focus on fresh fish, sushi, and other newly acquired product lines.
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JAPAN CENTRE GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Principal risks and uncertainties
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The Company faces a number of risks and uncertainties:
∙Economic downturn: A prolonged economic downturn could impact consumer spending and demand for our products.
∙Competition: Increased competition from other retailers and online businesses could put pressure on margins.
∙Supply chain disruptions: Continued global supply chain issues could lead to delays and increased costs.
∙Changing consumer preferences: Shifts in consumer preferences towards other cuisines or products could impact demand.
Financial key performance indicators
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∙Online sales growth
∙Wholesale revenue growth
Other key performance indicators
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∙Number of new product launches
∙Customer satisifaction scores
This report was approved by the board and signed on its behalf.
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JAPAN CENTRE GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
Directors' responsibilities statement
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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 principal activity remains that of import and sales of Japanese merchandise, Japanese foods and Japanese takeaway through retail outlets and the operation of a restaurant.
The loss for the year, after taxation, amounted to £1,852,620 (2023 - loss £365,864).
No ordinary dividends were paid during the year (2023 - £Nil).
The directors who served during the year were:
M Morishita (appointed 30 May 2024)
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T Nakamura (appointed 30 May 2024, resigned 20 May 2025)
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H Tokumine (resigned 30 May 2024)
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K Tokumine (resigned 30 May 2024)
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JAPAN CENTRE GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company will continue to consolidate its leading position delivering authentic and unique Japanese experiences and products to consumers in the UK.
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company'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
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In August 2025, the Company acquired a UK retailer operating specialist Japanese food shops and fishmongers in London, offering fresh fish for sushi and sashimi alongside a wide range of Japanese groceries and takeaway sushi. As the transaction occurred after the reporting date of 31 December 2024, it is a non-adjusting event. No adjustments have been made to the amounts recognised in these financial statements.
Under section 487(2) of the Companies Act 2006, BKL Audit LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board and signed on its behalf.
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JAPAN CENTRE GROUP LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JAPAN CENTRE GROUP LIMITED
We have audited the financial statements of Japan Centre Group Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
∙give a true and fair view of the state of the Company's affairs as at 31 December 2024 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
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We draw attention to Note 2.4 in the financial statements, which discloses that the Company’s ability to continue as a going concern is dependent on the successful surrender of its premises lease. In the event that the lease is not surrendered, the Company will need to rely on the continued financial support of its shareholders. These events and conditions indicate the existence of a material uncertainty that 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.
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JAPAN CENTRE GROUP LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JAPAN CENTRE GROUP 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
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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
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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
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As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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.
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JAPAN CENTRE GROUP LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JAPAN CENTRE GROUP LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
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Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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, those charged with governance and the entity’s solicitors around actual and potential litigation and claims;
∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulation;
∙Reviewing board meeting minutes for all meetings taking place throughout the year and indeed up until the date of signature of these financial statements
∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
∙Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
∙Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
∙Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' Report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' Report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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JAPAN CENTRE GROUP LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JAPAN CENTRE GROUP 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.
Catalina Feier FCA (Senior Statutory Auditor)
for and on behalf of
BKL Audit LLP
Chartered Accountants
Statutory Auditor
35 Ballards Lane
London
N3 1XW
24 September 2025
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JAPAN CENTRE GROUP LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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Interest receivable and similar income
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Interest payable and similar expenses
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Loss for the financial year
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There were no recognised gains and losses for 2024 or 2023 other than those included in the Statement of Comprehensive Income.
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There was no other comprehensive income for 2024 (2023:£NIL).
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The notes on pages 12 to 31 form part of these financial statements.
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JAPAN CENTRE GROUP LIMITED
REGISTERED NUMBER: 01240558
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 24 September 2025.
The notes on pages 12 to 31 form part of these financial statements.
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JAPAN CENTRE GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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At 1 January 2023 (as previously stated)
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Prior year adjustment - correction of error
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At 1 January 2023 (as restated)
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Comprehensive income for the year
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Comprehensive income for the year
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The notes on pages 12 to 31 form part of these financial statements.
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JAPAN CENTRE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Japan Centre Group Limited ("the Company") principal activity remains that of import and sales of Japanese merchandise, Japanese foods and Japanese takeaway through retail outlets and the operation of a restaurant.
The Company is a private company limited by shares and is incorporated in England and Wales.
The address of the principal place of business is Unit B, Premier Park, Premier Park Road, London, United Kingdom, NW10 7NZ.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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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).
This information is included in the consolidated financial statements of Kozosushi UK Limited as at 31 December 2024 and these financial statements may be obtained from 458 Heather Park Drive, Wembley, United Kingdom, HA0 1SS.
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Exemption from preparing consolidated financial statements
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The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
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JAPAN CENTRE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The financial statements have been prepared on a going concern basis. In assessing the appropriateness of this basis, the Directors have considered the Company’s budgets, forecasts and cash flow projections covering a period of at least 12 months from the date of approval of these financial statements.
The forecasts up until December 2026 assume the successful surrender of the lease relating to the Company’s current operating premises. This would result in a reduction of occupancy costs of approximately £2 million per annum and enable the Company to return to profitability.
In the event that the lease surrender is not achieved, the Company would continue to incur significant operating losses. In such circumstances, the Company is reliant on ongoing financial support from its shareholders who have provided a letter of support confirming its intention to provide funding sufficient to enable the Company to continue to trade for at least 12 months from the date of approval of these financial statements.
While the Directors have a reasonable expectation that the Company will continue to receive such support, this reliance on the successful lease surrender and continued financial backing represents a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Group were unable to continue as a going concern.
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Foreign currency translation
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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.
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JAPAN CENTRE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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 and value added tax.
Revenue from the operation of its retail unit is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from the operation of restaurants represents net invoiced sales of food and drinks, excluding value added tax and tips. Revenue is recognised when payment is rendered at the time of sale.
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Operating leases: the Company as lessor
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Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.
Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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JAPAN CENTRE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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JAPAN CENTRE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.
Depreciation is provided on the following basis:
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Over the remaining period of the lease
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Straight line basis over 5 years
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
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Cash and cash equivalents
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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.
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JAPAN CENTRE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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 assets original effective interest rate. The impairment loss is recognised in the Statement of Comprehensive Income.
Financial assets are derecongised 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 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 supplier. 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 liabilitity simultaneously.
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JAPAN CENTRE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Judgments in applying accounting policies and key sources of estimation uncertainty
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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 2.4, the Directors have prepared the financial statements on a going concern basis and believe this remains appropriate. The Company's ability to continue as a going concern is, however, dependent on the successful surrender of its premises lease. In the event that the lease is not surrendered, the Company will need to rely on the continued financial support of its shareholders. These events and conditions indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern.
Accordingly, the assets and liabilities have been valued on the basis that the Company will continue in business. If this presumption is proven to be mistaken, the carrying value of assets and liabilities would need to be reappraised to reflect the impact of cessation.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to carrying amount of assets and liabilities are as follows:
Useful economic lives of property, plant and equipment
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.
Valuation of trade debtors
Management recognise trade debtors net of provisions for any irrecoverable amounts. The recoverable amounts are considered to be those debts recovered post year-end and provisions are recognised for all debts outstanding at the date of the financial statements, that are past their due date.
Valuation of stock
A stock provision is booked for cases where the realisable value from the sale of the goods is estimated to be lower than the stock carrying figure. Management have estimated the stock provisioning for different products and expected losses associated with slow moving items.
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JAPAN CENTRE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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An analysis of turnover by class of business is as follows:
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Sales of goods, food and drinks, and provision of services
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All turnover arose within the United Kingdom.
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The operating loss is stated after charging:
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Rent operating lease rentals
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Intercompany loans written off
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JAPAN CENTRE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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During the year, the Company obtained the following services from the Company's auditors:
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Fees payable to the Company's auditors for the audit of the Company's financial statements
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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.
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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JAPAN CENTRE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Company contributions to defined contribution pension schemes
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The highest paid director received remuneration of £86,796 (2023 - £132,557).
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The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £4,672 (2023 - £7,008).
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Interest receivable on intercompany loans
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Interest payable and similar expenses
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Interest payable on intercompany loans
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Finance leases and hire purchase contracts
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JAPAN CENTRE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Charge for the year on owned assets
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JAPAN CENTRE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Charge for the year on owned assets
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JAPAN CENTRE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
13.Tangible fixed assets (continued)
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The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
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Investments in subsidiary companies
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JAPAN CENTRE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Direct subsidiary undertakings
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The following were direct subsidiary undertakings of the Company:
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Unit B, Premier Park, Premier Park Road, London, United Kingdom, NW10 7NZ
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Japan Centre Group Holdings Ltd
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Unit B, Premier Park, Premier Park Road, London, United Kingdom, NW10 7NZ
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Heddon Yokocho Ltd (See Note 28)
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Unit B, Premier Park, Premier Park Road, London, United Kingdom, NW10 7NZ
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Indirect subsidiary undertaking
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The following was an indirect subsidiary undertaking of the Company:
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Unit B, Premier Park, Premier Park Road, London, United Kingdom, NW10 7NZ
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Finished goods and goods for resale
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The carrying value of stocks are stated net of impairment losses totalling £Nil (2023 - £Nil). Impairment losses totalling £Nil (2023 - £Nil) were recognised in profit and loss.
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JAPAN CENTRE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Due after more than one year
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Amounts owed by group undertakings
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings comprises of two balances:
1) A formal loan of £1,618,796 (2023 - £2,382,575). The loan was originally repayable on 31 December 2025. However, in April 2025 the repayment date was formally extended to 31 December 2026. Interest accrues on the loan at a rate of 5.5% per annum and is repayable in full on repayment date.
2) An intercompany trading balance of £502,928. The intercompany trading balance of £502,928 is interest free and repayable on demand.
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Cash and cash equivalents
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JAPAN CENTRE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Obligations under finance lease and hire purchase contracts
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Accruals and deferred income
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Bank loans comprise of a loan facility of £350,000. As at 31 December 2024, the amount drawn down was £349,331 (2023 - £349,397). Each drawn down is repayable within 90 days. Interest accrues on the loan at a variable rate UK base rate plus 3.5%. These amounts were repaid in full on maturity date post year end. Please see Note 26 for security details.
Other loans comprises of two loans:
1) At 31 December 2024 the company had an outstanding loan of £750,000 (2023 - £Nil). The loan from a related party is repayable on demand. Interest accrues on the loan at a rate of 5% per annum. At the balance sheet date, accrued interest of £22,637 has been recognised within creditors.
2) At 31 December 2024 the company had an outstanding loan of £450,000 (2023: £450,000). The loan from a related party was contractually repayable on 1 December 2024 but remained unpaid at the reporting date. Interest accrues on the loan at a rate of 15% per annum, calculated on a day-to-day basis using a 360 day year. At the balance sheet date, accrued interest of £5,625 has been recognised within creditors. The full amount was repaid in full in January 2025.
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JAPAN CENTRE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Creditors: Amounts falling due after more than one year
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Net obligations under finance leases and hire purchase contracts
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Accruals and deferred income
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Other loans comprises of a related party loan. At 31 December 2024 the company had an outstanding loan of £500,000 (2023 - £Nil). The loan from a related party is repayable on 31 December 2026. Interest accrues on the loan at a rate of 12% per annum payable. At the balance sheet date, accrued interest of £20,000 has been recognised within creditors due within one year.
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Hire purchase and finance leases
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Minimum lease payments under hire purchase fall due as follows:
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Total minimum lease payments
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Less: future finance charges
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Present value of obligations
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Finance lease payments represent rentals payable by the company or group for certain items of tangible fixed assets. 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 - 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
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Allotted, called up and fully paid
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7,634 (2023 - 7,634) Ordinary shares of £1.00 each
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JAPAN CENTRE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Share premium account
Share premium represents amounts paid for shares above their nominal value.
Profit and loss account
The profit and loss account represents the accumulated profits and losses.
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 rent deposits between debtors due within one year and due after more than one year. This adjustment resulted in a decrease in debtors due within one year by £204,887 and an increase in debtors due after more than one year by the same amount. This adjustment had no impact on net assets or profit for the previous year.
A second prior year restatement was necessary to reclassify the rent free accrual portion between creditors due within one year and creditors due more than one year. This adjustment resulted in a decrease in creditors due within one year of £1,016,700 and an increase in creditors due more than one year by the same amount. This adjustment had no impact on net assets or profit for the previous year.
A third prior year restatement was necessary to reclassify other loans between creditors due within one year and creditors due more than one year. This adjustment resulted in an increase in creditors due within one year of £450,000 and a decrease in creditors due more than one year by the same amount. This adjustment had no impact on net assets or profit for the previous year.
A fourth prior year restatement was necessary to reclassify goods in transit incorrectly within stock as opposed to prepayments. This adjustment resulted in a decrease in stock of £256,629 and an increase in prepayments by the same amount. This adjustment had no impact on net assets or profit for the previous year.
A prior year adjustment was necessary to adjust rent concessions that were supposed to be recognised in the year/period it covered and not spread over the lease term. This adjustment resulted in a decrease in creditors due within one year by £229,957 and an increase in retained earnings as at 1 January 2023 by the same amount. This adjustment resulted in an increase on net assets of £229,957 for the previous year.
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The total pension cost for the Company was £97,919 (2023 - £103,759). Contributions totaling £25,331 (2023 - £29,402) were payable to the fund at the year end date.
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JAPAN CENTRE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
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Commitments under operating leases
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Lessee
At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Lessor
At 31 December 2024 the Company had future minimum lease payments with tenants due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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26.Security and guarantees
The Company has granted security comprising fixed and floating charges over its assets under debentures dated 8 December 2005 and 9 December 2020 (the latter including a negative pledge), a fixed charge over deposit accounts dated 18 October 2010, a fixed charge registered in January 2020, and a rent deposit deed dated 12 May 2010 in respect of a property lease.
These securities are granted as continuing security for all monies and liabilities owed under the Company’s banking arrangements.
On 18 October 2024, a director entered into limited guarantee in respect of the Company’s banking facilities. The guarantee is capped at £350,000 and remains in force while the facilities subsist.
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JAPAN CENTRE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Related party transactions
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During the year the Company entered into the following transactions with entities under common control:
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Amounts due at the reporting end date
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Amounts due from at the reporting end date
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In August 2025, the Company acquired a UK retailer operating specialist Japanese food shops and fishmongers in London, offering fresh fish for sushi and sashimi alongside a wide range of Japanese groceries and takeaway sushi. As the transaction occurred after the reporting date of 31 December 2024, it is a non-adjusting event. No adjustments have been made to the amounts recognised in these financial statements.
After the year end, Heddon Yokocho Limited, a fellow subsidiary of the Company, was placed into liquidation and liquidators have been appointed. As the conditions leading to the liquidation existed at the balance sheet date, the financial statements have been adjusted to reflect the impact of the liquidation.
On 30 May 2024 as a result of a group reorganisation, there was a change of ownership in the immediate parent company. Kozosushi Co. Ltd acquired 50.50% of Alindene Limited.
On 24 June 2024 Kozosushi UK Limited acquired 50.50% of Japan Centre Group Limited from Kozosushi Co. Ltd.
As a result of the reorganisation, the Company's immediate parent is Kozosushi UK Limited. There is no ultimate controlling party.
The Company's immediate parent, smallest and largest group in which the entity is consolidated is Kozosushi UK Limited, a company incorporated in England and Wales. A copy of the consolidated financial statements can be obtained from Companies House or Unit B, Premier Park Road, London, United Kingdom, NW10 7NZ.
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