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Registered number: 12207458
SHORYU FRANCHISE LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2024
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SHORYU FRANCHISE LIMITED
REGISTERED NUMBER: 12207458
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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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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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 2 to 6 form part of these financial statements.
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SHORYU FRANCHISE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Shoryu Franchise Limited is a private company limited by shares incorporated in England and Wales.
The registered office is Unit B, Premier Park, Premier Park Road, London, United Kingdom, NW10 7NZ.
The principal activity is that of a franchisor, which grants a licence (franchise) to another business (franchisee) to allow it operate using the trade marks, systems and intellectual property.
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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The Company's functional and presentational currency is GBP.
The following principal accounting policies have been applied:
The financial statements have been prepared on a going concern basis. From 1 January 2025, the Company’s operations are limited to a single franchisee, and the Company has paused its franchise marketing and development activities until at least 2026.
The directors have prepared cash flow forecasts covering a period of at least 12 months from the date of approval of these financial statements. These forecasts indicate that the Company has sufficient resources to meet its obligations as they fall due, assuming the continued performance of the franchisee. In addition, the Company has the ongoing financial support of its parent undertaking, who has confirmed that such support will continue for at least 12 months from the date of approval of these financial statements.
The directors recognise that reliance on a single franchisee represents a significant concentration risk, and that the suspension of development activities limits the Company’s ability to diversify its income stream. These factors represent a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern.
Notwithstanding these uncertainties, the directors believe it is appropriate to prepare the financial statements on a going concern basis, given the expected ongoing performance of the franchisee and the financial support available from the wider Group.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Franchise fees are generally calculated as a percentage of gross sales income and is recognised in line with the franchisee's product sales in accordance with the relevant agreement.
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SHORYU FRANCHISE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
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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.
The Company only enters into basic financial instruments and 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 and from related parties and investments in non-puttable ordinary shares.
(i) Financial assets
Basic financial assets, including trade and other debtors, and amounts due from related companies, 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.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
(ii) Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.
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SHORYU FRANCHISE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
(iii) Offsetting
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
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The average monthly number of employees, including directors, during the year was 2 (2023 - 2).
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Amounts owed by group undertakings
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Amounts owed by group undertakings are interest free and repayable on demand.
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Cash and cash equivalents
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SHORYU FRANCHISE 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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Taxation and social security
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Amounts owed to group undertakings are interest free and repayable on demand.
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Allotted, called up and fully paid
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100 (2023 - 100) Ordinary Shares shares of £1.00 each
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Related party transactions
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Where possible, the Company has taken advantage of the exemption conferred by FRS 102 section 33.1A from the requirement to disclose transactions with other wholly owned group undertakings.
During the year the Company entered into the following transactions with related parties:
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Amounts due to related parties at the reporting end date
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Amounts due from related parties at the reporting end date
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The Company's parent and ultimate parent is Shoryu Holdings Limited, incorporated in United Kingdom.
The parent of the largest group in which these financial statements are consolidated is Shoryu Holdings Ltd, incorporated in United Kingdom and the consolidated financial statements can be available from Companies House using the company's registration number 08251749.
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SHORYU FRANCHISE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified.
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In their report, the auditors emphasised the following matter without qualifying their report:
We draw attention to note 2.2 in the financial statements, which indicates that the Company is reliant on a single franchisee for its revenue from 1 January 2025 onwards. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists 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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The audit report was signed on 6 October 2025 by Catalina Feier FCA (Senior Statutory Auditor) on behalf of BKL Audit LLP.
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