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Registered number: 07567429









SHORYU RAMEN LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
SHORYU RAMEN LIMITED
 
 
COMPANY INFORMATION


Directors
K Tokumine 
K Furukawa 
H Tokumine (appointed 15 November 2024)




Registered number
07567429



Registered office
3 Denman Street

London

W1D 7HB




Independent auditors
BKL Audit LLP
Chartered Accountants & Statutory Auditor

35 Ballards Lane

London

N3 1XW





 
SHORYU RAMEN LIMITED
 

CONTENTS



Page
Strategic Report
 
 
1 - 2
Directors' Report
 
 
3 - 4
Independent Auditors' Report
 
 
5 - 8
Statement of Income and Retained Earnings
 
 
9
Statement of Financial Position
 
 
10
Notes to the Financial Statements
 
 
11 - 25


 
SHORYU RAMEN LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The directors present the Strategic Report for the year ended 31 December 2024.

Business review
 
During the year ended 31 December 2024 the Company recorded a net loss of £1,203,048 (2023 - £75,384) on a turnover of £9,749,367 (2023 - £10,581,945).
The directors are pleased to report that overall, the Company traded satisfactorily during 2024.
Whilst the UK economy began the year exiting a technical recession (Q3 and Q4 2023) and saw better-than-expected growth in the first half of 2024, it faced continued challenges. Inflation fell back to the Bank of England’s 2% target by mid-year, but domestic price pressures, particularly in the services sector, led to the Bank Rate remaining elevated for most of the year, only starting a slow reduction towards the year-end. Globally, geopolitical uncertainties continued to exert pressure on supply chains and energy costs, adding to the cost of living crisis, which resulted in cautious consumer spending on discretionary items. Despite these headwinds, the hospitality sector continued its trajectory of recovery, with customer demand for out-of-home dining experiences showing resilience by the end of 2024.
In the year under review, company’s like for like sales declined 7.9% reflecting the challenging macro-economic and market conditions impacting the business. Whilst 2025 sales are forecasting to be break even with 2019 level, like for like sales are on course to surpass pre-pandemic baseline sales in 2026.
At the time of approval of these financial statements all Shoryu restaurants operated by Shoryu Ramen Limited are open and trading.
The directors have taken into consideration post pandemic changes such as flexible working, trade union strike action, any impact on change in government policy following 2024 elections, warmer than usual summer weather which has footfall patterns. With the successful opening of Shoryu World site in Stratford City Shopping Mall (July 2024), Shoryu plans to expand both owned and franchising sites in the coming years bringing high quality ramen, creating unique and engaging experiences to its’ growing customer base.

Principal risks and uncertainties
 
The Directors recognise that within the businesses there is a number of risks which may affect the performance of the Company. These risks are subject to regular review and where appropriate, contingency measures have been established to minimise the level of exposure.
As applicable to the hospitality sector, the company is exposed to the effects of both Brexit, post pandemic and macro-economic challenges facing the business. The primary risks for 2024 continued to be high operational costs, driven by elevated wage bills (due to National Living Wage increases) and persistent service inflation (impacting food, utility, and labour costs), alongside a potentially fragile consumer environment despite cooling headline inflation. The Directors are confident that the group is able to trade through any future downturn in the economy by regularly monitoring performance and continuous contingency planning on the back of its strong customer loyalty, reputation of the brand, the strategic locations of the trading outlets, and shareholders’ commitment.
These financial statements are prepared on a going concern basis. The directors have reasonable expectation that the company will continue in operational existence for the foreseeable future. The directors are aware of certain uncertainties that exist as a result of mitigating action taken during the pandemic i.e borrowings under government backed CIBILS and RLS loans. The company is pleased to note that the CIBILS loan has been fully paid in 2025 and the RLS loan is due to end in July 2026. However the risk of such borrowings and contingency measures has been considered by the directors in assessing its appropriateness to prepare the financial statements on a going concern basis.
 
Page 1

 
SHORYU RAMEN LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024


The Group has prepared cash flow forecast until December 2026, under the current economic conditions and based on the key assumption that the restaurants will continue to rebound for the foreseeable future. The forecasts incorporate profit improvement measures including controlling energy costs and securing favourable fixed prices, general cost efficiencies, and marketing campaigns to drive footfall.
The long-term survival of the company is broadly dependent upon factors such success of Bank of England monetary policy in controlling inflation, lowering interest rates and driving economic growth as well as the effectiveness of the containment measures of future global health emergencies etc. The directors are of the opinion that the group has a strong sales recovery in 2025 and the commitment from the shareholders for growth. Given the performance trajectory of the respective locations and general stability in the economic environment, the directors are confident of Shoryu’s future prospects.
In the event the restaurants were to severely be disrupted in the future, the UK economy falls into a recession, financial support from the government becomes unavailable, then the group would seek financial support from its shareholder, Toridoll Holdings Limited, and whilst there are no binding agreements, the directors of Toridoll Holdings Limited have historically been very supportive of the company.
The financial statements do not include the adjustments that would result if the group and the company were unable to continue as a going concern.

Financial key performance indicators
 
The Group's key financial and other performance indicators during the year were as follows:
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Other key performance indicators
 
With the strong growth and popularity UK ramen market the group has successfully benefited from its competitive edge maintaining its focus on ingredients and ability to cater to a diverse customer profile. This has enabled maintaining a balanced sales spread during the day and week. The majority of sales continue to be dominated by dine-in customers. 


This report was approved by the board and signed on its behalf.



H Tokumine
Director

Date: 31 October 2025

Page 2

 
SHORYU RAMEN 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

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 judgements 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 2006They 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.

Principal activity

The principal activity of Shoryu Ramen Limited ("the company") is that of providing authentic Japanese cuisine to customers via both restaurants and delivery agents.

Results and dividends

The loss for the year, after taxation, amounted to £1,203,048 (2023 - loss £75,384).

No dividends were declared or paid in the year (2023 - £Nil).

Directors

The directors who served during the year were:

K Tokumine 
K Furukawa 
H Tokumine (appointed 15 November 2024)

Future developments

The Company continues to offer an excellent dining experience providing authentic Japanese cuisine to customers.

Page 3

 
SHORYU RAMEN LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end. 

Auditors

Under section 487(2) of the Companies Act 2006BKL 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.
 





H Tokumine
Director

Date: 31 October 2025

Page 4

 
SHORYU RAMEN LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHORYU RAMEN LIMITED
 

Opinion


We have audited the financial statements of Shoryu Ramen Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Income and Retained Earnings, the Statement of Financial Position and the related notes, including a summary of significant accounting policiesThe 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.


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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Material uncertainty related to going concern


We draw attention to note 2.3 in the financial statements, which indicates that continuing losses may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. 


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Other information


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 ReportOur 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.


Page 5

 
SHORYU RAMEN LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHORYU RAMEN LIMITED (CONTINUED)


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 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.


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Page 6

 
SHORYU RAMEN LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHORYU RAMEN LIMITED (CONTINUED)


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Enquiring of management and those charged with governance around actual and potential litigation and claims;
Reviewing the general ledger in detail for all transactions with related parties;
Reviewing meetings of minutes with those charged with governance;
Performing walkthrough testing to ensure systems and controls are operating as recorded where appropriate;
Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


As part of an audit in accordance with ISAs (UK), we exercise professional judgement 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.
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.


Page 7

 
SHORYU RAMEN LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHORYU RAMEN LIMITED (CONTINUED)


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 2006Our 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

2 November 2025
Page 8

 
SHORYU RAMEN LIMITED
 
 
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2024

As restated
2024
2023
Note
£
£

  

Turnover
 4 
9,749,367
10,581,945

Cost of sales
  
(6,797,304)
(7,178,011)

Gross profit
  
2,952,063
3,403,934

Administrative expenses
  
(4,126,330)
(3,939,348)

Exceptional administrative expenses
 5 
(698,066)
-

Other operating income
 6 
685,264
572,240

Operating (loss)/profit
  
(1,187,069)
36,826

Interest payable and similar expenses
 11 
(52,289)
(66,599)

Loss before tax
  
(1,239,358)
(29,773)

Tax on loss
 12 
36,310
(45,611)

Loss after tax
  
(1,203,048)
(75,384)

  

  

Retained earnings at the beginning of the year
  
(595,465)
(520,081)

Loss for the year
  
(1,203,048)
(75,384)

Retained earnings at the end of the year
  
(1,798,513)
(595,465)

There were no recognised gains and losses for 2024 or 2023 other than those included in the Statement of Income and Retained Earnings.

The notes on pages 11 to 25 form part of these financial statements.

Page 9

 
SHORYU RAMEN LIMITED
REGISTERED NUMBER: 07567429

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

As restated
2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 13 
1,924,168
2,254,220

  
1,924,168
2,254,220

Current assets
  

Stocks
 14 
99,966
117,704

Debtors: amounts falling due after more than one year
 15 
470,790
470,790

Debtors: amounts falling due within one year
 15 
549,966
1,172,610

Cash at bank and in hand
  
286,989
114,322

  
1,407,711
1,875,426

Creditors: amounts falling due within one year
 16 
(5,090,212)
(4,648,621)

Net current liabilities
  
 
 
(3,682,501)
 
 
(2,773,195)

Total assets less current liabilities
  
(1,758,333)
(518,975)

Provisions for liabilities
  

Deferred tax
 18 
-
(36,310)

  
 
 
-
 
 
(36,310)

Net liabilities
  
(1,758,333)
(555,285)


Capital and reserves
  

Called up share capital 
 19 
200
200

Share premium account
 20 
39,980
39,980

Profit and loss account
 20 
(1,798,513)
(595,465)

  
(1,758,333)
(555,285)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


H Tokumine
Director
Date: 31 October 2025

The notes on pages 11 to 25 form part of these financial statements.

Page 10

 
SHORYU RAMEN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

The principal activity of Shoryu Ramen Limited ("the company") is that of providing authentic Japanese cuisine to customers via both restaurants and delivery agents.
Shoryu Ramen Limited is a private company limited by shares incorporated in England and Wales.
The registered office is 3 Denman Street, London, United Kingdom, W1D 7HB.
Shoryu Ramen Limited operates from six restaurant locations:
 
1 Piccadilly Gardens, Manchester, M1 1RG
9 Regent Street, London, SW1Y 4LR
45 Great Eastern Street, London, EC2A 3HP
134 The Westgate, Queens Street, Oxford, OX1 1PB
35 Great Queen Street, London, WC2B 5AA
3 Denman Street, London, W1D 7HA

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The Company's functional and presentational currency is GBP.

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Shoryu Holdings Limited as at 31 December 2024 and these financial statements may be obtained from Companies House searching for their registration number 08251749.

Page 11

 
SHORYU RAMEN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.3

Going concern

The financial statements have been prepared on the going concern basis, which assumes that the Company will continue to trade for the foreseeable future, being a period of at least twelve months from the date of approval of these financial statements, and will be able to meet its debts as they fall due. However, the directors are aware of certain material uncertainties which may cause doubt on the Company’s ability to continue as a going concern.
The financial statements show a loss for the year after tax of £1,203,048 and net liabilities of £1,758,333.
Included in creditors amounts falling due within one year is £3,154,481 due to fellow related companies. The related companies have provided assurance that they will not seek repayment of the amounts owed at least on or after 12 months from the audit report date or when the company is in a position to repay the liabilities as this is in the best interest of the group as a whole.
In common with similar businesses in the hospitality sector, challenging trading environment presented by unforeseen post pandemic events such as the energy crisis, interest rate crisis, change in city working patterns, have significant impact on footfall and customer spend levels, which in turn has an impact on overall group results. Whilst it is difficult to predict the longevity and future such occurrences, the directors have implemented measures for the business to mitigate their impact, adopt and sustain profitability and growth in the medium to long term.
The Company and Group have prepared cash flow forecasts until December 2026, under the current economic conditions and based on the key assumptions that the restaurant will remain open for the foreseeable future and general footfall is expected to increase. The forecasts incorporate profit improvement measures including controlling energy costs and securing favourable fixed prices, general cost efficiencies, and marketing campaigns to drive footfall.
As a result of these projections, and continued support from group companies, the directors are confident that the Company’s access to working capital and future profit generation will be sufficient to support the business in the foreseeable future, and accordingly, consider it appropriate to prepare the financial statements on a going concern basis.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue comprises both income arising from the sale of food and drink net of value added tax and income arising as a result of service charges relating to the sale of this food and drink.
Revenue is recognised when food and drink is provided to the customer.

Page 12

 
SHORYU RAMEN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to the Statement of Income and Retained Earnings on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term.

 
2.6

Leased assets: the Company as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.7

Finance costs

Finance costs are charged to the Statement of Income and Retained Earnings over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Pensions

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.

Page 13

 
SHORYU RAMEN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


 
2.10

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Page 14

 
SHORYU RAMEN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.11
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

Depreciation is provided on the following basis:

Long-term leasehold property
-
Over the remaining period of the lease
Motor vehicles
-
25% reducing balance
Fixtures and fittings
-
25% reducing balance

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.

 
2.12

Stocks

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.

Page 15

 
SHORYU RAMEN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.13

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
(i) Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Such assets are subsequently carried at amortised cost using the effective interest method. At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the Statement of Income and Retained Earnings.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
(ii) Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
(iii) Offsetting
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Page 16

 
SHORYU RAMEN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, 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 judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Going concern assumption
As outlined in note 2.3 the directors believe that the company will continue to be a going concern however due to previous losses and post-pandemic economic conditions, material uncertainty does exist relating to the going concern assumption.
As a result, the accounts have been prepared on such a basis so assets and liabilities have been accounted for with the company's continued trading operation in mind. 
If the Company was to no longer be a going concern, assets and liabilities would need to be re-evaluated to reflect this position.
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.


4.


Turnover

An analysis of turnover by class of business is as follows:


As restated
2024
2023
£
£

Food and beverages
9,749,367
10,581,945


All turnover arose within the United Kingdom.

Page 17

 
SHORYU RAMEN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.


Exceptional items

2024
2023
£
£


Intercompany balance write off
698,066
-


6.


Other operating income

As restated
2024
2023
£
£

Other operating income
685,264
570,183

Government grants receivable
-
2,057

685,264
572,240



7.


Operating (loss)/profit

The operating (loss)/profit is stated after charging:

2024
2023
£
£

Depreciation of tangible fixed assets
360,685
354,443

Profit on disposal of tangible fixed assets
-
13,694

Operating lease charges
985,610
993,929

Intercompany recharges
(468,779)
(210,517)

Intercompany balance write off
698,066
-


8.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
38,500
56,500

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.

Page 18

 
SHORYU RAMEN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

9.


Employees

Staff costs, including directors' remuneration, were as follows:


2024
2023
£
£

Wages and salaries
3,381,920
3,297,716

Social security costs
313,667
326,106

Cost of defined contribution scheme
52,198
55,793

3,747,785
3,679,615


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Directors
2
2



Kitchen
73
76



Floor
70
71



Head office
7
7

152
156


10.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
129,179
89,600

Company contributions to defined contribution pension schemes
1,321
2,201

130,500
91,801



11.


Interest payable and similar expenses

2024
2023
£
£


Intercompany interest payable
39,288
53,756

Interest on finance leases
13,001
12,843

52,289
66,599

Page 19

 
SHORYU RAMEN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
-
37,097


Total current tax
-
37,097

Deferred tax


Origination and reversal of timing differences
(36,310)
8,514

Total deferred tax
(36,310)
8,514


Tax on loss
(36,310)
45,611

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(1,239,358)
(29,773)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)
(309,839)
(7,003)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
180,928
1,153

Capital allowances for year in excess of depreciation
-
57,053

Movement in deferred tax not recognised
40,589
7,761

Group relief surrendered / (claimed)
52,012
(13,353)

Total tax charge for the year
(36,310)
45,611


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 20

 
SHORYU RAMEN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Tangible fixed assets





Long-term leasehold property
Motor vehicles
Fixtures and fittings
Total

£
£
£
£



Cost or valuation


At 1 January 2024
3,864,648
4,028
1,697,973
5,566,649


Additions
-
13,875
16,758
30,633



At 31 December 2024

3,864,648
17,903
1,714,731
5,597,282



Depreciation


At 1 January 2024
1,965,517
3,742
1,343,170
3,312,429


Charge for the year on owned assets
268,899
1,518
90,268
360,685



At 31 December 2024

2,234,416
5,260
1,433,438
3,673,114



Net book value



At 31 December 2024
1,630,232
12,643
281,293
1,924,168



At 31 December 2023
1,899,131
286
354,803
2,254,220

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2024
2023
£
£


Fixtures and fittings
42,881
57,174


14.


Stocks

2024
2023
£
£

Finished goods and goods for resale
99,966
117,704


The amount of stock that was written off during the year was £Nil (2023 - £Nil).
The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 21

 
SHORYU RAMEN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


Debtors

As restated
2024
2023
£
£

Due after more than one year

Other debtors
470,790
470,790


As restated
2024
2023
£
£

Due within one year

Trade debtors
190,066
384,849

Amounts owed by group undertakings
161,930
661,424

Other debtors
20,098
20,382

Prepayments and accrued income
177,872
105,955

549,966
1,172,610


Amounts owed by group undertakings are interest free and repayable on demand.


16.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
517,244
681,918

Amounts owed to group undertakings
3,154,481
2,799,686

Corporation tax
28,366
36,684

Other taxation and social security
456,111
434,059

Obligations under finance leases
20,123
19,477

Other creditors
96,222
24,076

Accruals and deferred income
817,665
652,721

5,090,212
4,648,621


Amounts owed to group undertakings are interest free and repayable on demand.

Page 22

 
SHORYU RAMEN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

17.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

2024
2023
£
£


Within one year
11,128
7,486

Between 1-5 years
14,924
11,567

26,052
19,053

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 to 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.


18.


Deferred taxation




2024
2023


£

£



At beginning of year
(36,310)
(27,796)


Charged to the profit or loss
36,310
(8,514)



At end of year
-
(36,310)

The deferred taxation balance is made up as follows:

2024
2023
£
£


Fixed asset timing differences
-
(37,763)

Short term timing differences
-
1,453

-
(36,310)


19.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



200 (2023 - 200) Ordinary shares of £1.00 each
200
200


Page 23

 
SHORYU RAMEN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

20.


Reserves

Share premium account

The share premium account includes amounts paid for share capital over their nominal value.

Profit and loss account

The profit and loss account is the Company's accumulated retained profits and losses less dividends paid at the year end.


21.


Prior year adjustment

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 eliminate interbranch transactions.This adjustment resulted in a decrease in turnover previously reported of £751,781 and a decrease in cost of sales of the same amount.
A second prior year restatement was necessary to reclassify intercompany recharges of £558,640 which were previously included within administrative expenses and turnover. This adjustment resulted in an increase in administrative expenses previously reported of £265,684, a decrease in turnover of £292,956 and an increase in other operating income of £557,640.
A third 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 £470,790 and an increase in debtors due after more than one year by the same amount.
These adjustments had no impact on net assets or profit for the prior year.


22.


Security and Gurantees

At the reporting date, the Company had banking and financing facilities which were secured by fixed and floating charges over certain assets of the Company.
The floating charge covers all the assets and undertakings of the Company not otherwise subject to a fixed charge.
The fixed charges relate primarily to tangible fixed assets and other specific items of plant and equipment used in the Company’s operations.
The facilities provided by Barclays Bank PLC are cross-guaranteed by group companies within the Shoryu Group.

Page 24

 
SHORYU RAMEN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

23.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £52,198 (2023 - £55,793). Contributions totalling £4,211 (2023 - £5,812) were payable to the fund at the reporting date and are included in creditors.


24.


Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
956,818
905,594

Later than 1 year and not later than 5 years
3,865,012
3,616,170

Later than 5 years
2,393,845
3,181,459

7,215,675
7,703,223


25.


Related party transactions

Where possible, the Company has taken advantage of the exemption conferred by FRS 102 section 33.1A from the requirement to disclose transactions with other wholly owned group undertakings.
During the year the Company entered into the following transactions with companies under common control:


2024
2023
£
£

Purchases
1,531,116
3,981,220
Sales
213,286
729,621
Amounts due to related parties at the reporting end date
-
401,111
Amounts due from related parties at the reporting end date
-
156,641


26.


Controlling party

The Company's parent and ultimate parent is Shoryu Holdings Ltd, incorporated in the United Kingdom.
The parent of the largest group in which these financial statements are consolidated is Shoryu Holdings Ltd, a company incorporated in England and Wales. A copy of the consolidated financial statements can be obtained from Companies House using the company's registration number 08251749.

 
Page 25