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Registered number: 07946138
TONKOTSU LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025
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TONKOTSU LIMITED
COMPANY INFORMATION
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Stour Valley Business Centre
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Chartered Accountants and Statutory Auditors
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TONKOTSU LIMITED
CONTENTS
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Independent Auditors' Report
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Statement of Comprehensive Income
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Statement of Changes in Equity
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Notes to the Financial Statements
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TONKOTSU LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 28 DECEMBER 2025
The Directors present the Strategic Report for Tonkotsu Limited for the 52 week period ended 28 December 2025. The Company operates a group of ramen restaurants across the UK with a continued focus on sustainable expansion, operational excellence and long term value creation.
Performance Overview
The Company delivered strong revenue growth during the period, supported by new locations, updated menu design and price optimisation. Operational cost pressures—particularly the increase in the National Minimum Wage and the reduction in National Insurance thresholds—continued to impact margins and profitability.
The operating result also reflects planned investment in strengthening the central office team across Operations, Marketing and People. These enhancements were made in preparation for future growth and to support the increasing size and complexity of the estate. While this contributed to a year on year increase in administrative expenses and an increase in operating loss, this investment is expected to improve capability, consistency and efficiency as the business continues to scale.
Financial highlights for the period:
∙Turnover: £17,188,695 (2024: £15,361,385) - an 11.9% increase
∙Gross profit: £13,607,050 (2024: £11,943,552)
∙Gross margin: 79.2% (2024: 77.8%)
∙Operating loss: £230,595 (2024: £128,376)
∙Loss before tax: £328,539 (2024: £198,739)
∙Loss for the period: £366,544 (2024: £141,683)
Operational Developments
∙Sales increased 11.9%, supported by a full year of trading from the Bristol site opened in September 2024, the relocation of the Birmingham Selfridges restaurant to Birmingham Grand Central in November 2025, and updates to menu design and pricing.
∙Continued investment in team development, training and guest experience, particularly through the 'Shu Ha Ri' Management Training Programme.
∙A new restuarant in Cardiff is due to open in March 2026.
∙The site pipeline is continually renewed, with a target of 2-4 additional restaurants over the next two years.
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TONKOTSU LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 DECEMBER 2025
Principal risks and uncertainties
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External Risks
Inflation and cost pressures
Rising costs across food, utilities and labour continue to impact margins. Wage inflation and supplier cost increases remain a material risk to profitability.
Economic environment
Despite strong revenue growth, consumer discretionary spending may soften due to broader economic uncertainty.
Operational Risks
Liquidity and cashflow
The Company generated operating cashflow of £576,167 and closed the period with £851,185 in cash. Liquidity continues to be closely monitored due to ongoing capital expenditure and loan obligations.
Central cost base
Administrative expenses increased during the period due to the deliberate expansion of the central support functions, including Operations, Marketing and People, to provide the infrastructure required for a larger operational footprint. While these costs increase fixed overheads in the short term, they are expected to deliver long term benefits by strengthening leadership, recruitment, training, marketing effectiveness and operational support. Managing this cost base relative to the pace of new openings remains an important focus for the Board.
Interest rate risk
Interest payable increased to £98,471 (2024: £73,054), reflecting higher borrowing levels and movements in interest rates.
Credit risk
Credit exposure remains low due to the predominantly cash based nature of the business. Year end trade debtors were £4,242 .
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TONKOTSU LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 DECEMBER 2025
Financial key performance indicators
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The Company monitors a combination of financial and operational KPIs to assess performance and guide strategic decision making.
Financial KPIs
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EBITDA from ongoing operations
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Operational KPIs
∙Like-for-like sales growth
∙Guest satisfaction and operational quality metrics
∙Labour efficiency and retention
∙Inventory and cost-of-goods performance
∙Performance of each site versus budget and prior year
Financial Position
At 28 December 2025, the Company reported:
∙Fixed assets: £4,250,770 (2024: £4,227,373)
∙Current assets: £1,902,814 (2024: £2,065,290)
∙Net current liabilities: £1,132,399 (2024: £859,185)
∙Net assets: £1,487,802 (2024: £1,854,346)
Capital expenditure totalled £809,369, reflecting continued investment in new sites and refurbishments to support long-term growth.
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TONKOTSU LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 DECEMBER 2025
The Company remains committed to growth. A new site in Cardiff is expected to open in early 2026, with an additional 2–4 locations under review.
The investment made in 2025 to expand the central team—particularly within Operations, Marketing and People—will support this growth by enhancing management capability, brand development, recruitment, training and guest experience as the estate expands.
Operational priorities include:
∙Strengthening labour efficiency and scheduling
∙Expanding internal talent pipelines, including a Head Chef 'Shu Ha Ri' programme in 2026
∙Continuing the Burnt Chef mental health support initiative
∙Continuous improvement in guest experience
∙Enhancing forecasting and financial planning
∙Ongoing menu development and supply chain optimisation
Section 172(1) Statement
The Board recognises its duty under Section 172 of the Companies Act 2006 to promote the success of the Company for the benefit of its stakeholders. When making decisions, the Directors consider:
∙The long term sustainability and success of the business
∙Employee welfare, engagement and development
∙Constructive and fair supplier relationships
∙Customer experience and value
∙The environmental and social impact of operations
Engagement with stakeholders takes place through team forums, management meetings, supplier reviews, customer feedback channels and digital communication platforms.
Conclusion
The Company delivered strong revenue growth in a challenging cost environment and continues to invest in its people, systems and site pipeline. The Board remains confident in the long term prospects for Tonkotsu Limited.
This report was approved by the board and signed on its behalf.
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TONKOTSU LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 28 DECEMBER 2025
The Directors present their report and the financial statements for the year ended 28 December 2025.
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;
∙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 of the Company continued to be that of hospitality and leisure.
The loss for the year, after taxation, amounted to £366,544 (2024 - loss £141,683).
The Directors who served during the year were:
Engagement with employees
We here at Tonkotsu believe that it is our people that are our most valuable resource. As an organisation we must invest in our people in order to develop and maintain the excellent standard of service that our customers expect. Tonkotsu is committed to the continuous development of its employees through a planned and structured approach to learning. The environment we work in and our customers’ expectations are constantly changing. All of our employees will have access to the training and development they need to enable them to meet the challenges ahead.
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TONKOTSU LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 28 DECEMBER 2025
Company updates including financial performance are shared in multiple ways including our social platform blink, group meetings and face to face meet ups in restaurants. Restaurant management teams are incentivised to be actively involved in the company performance with a bonus scheme. Employee surveys are run periodically with follow-up forums for employees to share their views and suggestions. These are reviewed and acted on or responses given during group forums.
We believe that all decisions about and treatment of people at work should be based on the individual’s abilities, skills, performance and behaviour, and our business requirements. Questions of individual’s age, race, culture, colour, disability, ethnicity, gender, marital or civil partnership status, nationality, religion or belief, political opinion, sexuality, sexual orientation, gender reassignment, pregnancy, part-time or fixed term status or any other distinction should not be relevant or considered for the purposes of recruitment, development, remuneration and promotion.
Disability should only be considered in the context of the requirements of the job and the Tonkotsu policy is to encourage the employment of disabled people where reasonably practical. The requirements of job applicants and existing employees who have a disability will be reviewed to ensure that wherever possible reasonable adjustments are made to enable them to perform as well as possible during the recruitment process and while employed by Tonkotsu. Opportunities for promotion, access to benefits and facilities of employment will not be unreasonably limited and all reasonable adjustments will be made. All reasonable measures will be taken to ensure that disabled employees are given the opportunity to participate fully in the workplace in training and career opportunities
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.
The auditors, Moore Kingston Smith LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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TONKOTSU LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TONKOTSU LIMITED
We have audited the financial statements of Tonkotsu Limited (the ‘company’) for the period ended 28 December 2025 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 28 December 2025 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.
Conclusions relating to going concern
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In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
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TONKOTSU LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TONKOTSU 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.
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TONKOTSU LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TONKOTSU LIMITED (CONTINUED)
Responsibilities of directors
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As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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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TONKOTSU LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TONKOTSU 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.
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 purposes of expressing an opinion on 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 auditor’s 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 auditor’s 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.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
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.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those
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TONKOTSU LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TONKOTSU LIMITED (CONTINUED)
assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
∙We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, pensions legislation, health and safety legislation, employment law and data protection.
∙We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
∙We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
∙We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.
∙Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
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.
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TONKOTSU LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TONKOTSU LIMITED (CONTINUED)
Graham Wintle (Senior Statutory Auditor)
for and on behalf of
Moore Kingston Smith LLP
Chartered Accountants and Statutory Auditors
4 Victoria Square
St Albans
Hertfordshire
AL1 3TF
23 July 2026
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TONKOTSU LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 28 DECEMBER 2025
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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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Other comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 19 to 33 form part of these financial statements.
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TONKOTSU LIMITED
REGISTERED NUMBER: 07946138
BALANCE SHEET
AS AT 28 DECEMBER 2025
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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 by:
The notes on pages 19 to 33 form part of these financial statements.
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TONKOTSU LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 DECEMBER 2025
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Comprehensive income for the year
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Total comprehensive income for the year
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Comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 19 to 33 form part of these financial statements.
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TONKOTSU LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 28 DECEMBER 2025
Cash flows from operating activities
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Loss for the financial year
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Depreciation of tangible assets
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Loss on disposal of tangible assets
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Decrease/(increase) in amounts owed by groups
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of tangible fixed assets
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Sale of tangible fixed assets
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Net cash from investing activities
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Cash flows from financing activities
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Repayment of/new finance leases
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Net cash from financing activities
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Net (decrease)/increase in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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TONKOTSU LIMITED
STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 28 DECEMBER 2025
The notes on pages 19 to 33 form part of these financial statements.
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TONKOTSU LIMITED
ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 28 DECEMBER 2025
The notes on pages 19 to 33 form part of these financial statements.
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TONKOTSU LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025
Tonkotsu Limited is a private company limited by shares, incorporated in England & Wales under the Companies Act 2006. The address of the registered office is given on the company information page. The nature of the Company's operations and its principal activities are set out in the Directors’ report.
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:
The financial statements have been prepared on a going concern basis. The Directors have assessed the Company's financial position, performance and future prospects and are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future.
During the year, the Company achieved like-for-like sales growth of 11.8% and generated positive operating cash flows of £576,167 (2024: £808,451). Cash at bank amounted to £851,185 (2024: £1,011,941), and the Company continues to actively manage its liquidity and financial commitments.
At 28 December 2025, the Company reported net current liabilities of £1,132,399 (2024: £859,185). The Directors have considered this position carefully and are satisfied that it does not indicate a material uncertainty in respect of the Company's ability to continue as a going concern. The Company continues to generate positive operating cash flows and maintains detailed cash flow forecasts which demonstrate that it is expected to meet its obligations as they fall due. The Directors actively manage working capital, including the timing of payments, while maintaining strong relationships and appropriate commercial terms with suppliers. In addition, the Company has access to overdraft facilities which provide further flexibility should there be any short-term timing differences between cash receipts and payments. Forecast trading and cash generation over the next twelve months are expected to provide sufficient resources to meet the Company's liabilities as they fall due.
Forecasts and projections, including cash flow forecasts and covenant compliance, have been reviewed and indicate that the Company will be able to meet its liabilities as they fall due for at least twelve months from the date of approval of the financial statements. Accordingly, the Directors consider it appropriate to prepare the financial statements on a going concern basis.
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TONKOTSU LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025
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, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
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.
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 Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
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TONKOTSU LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025
2.Accounting policies (continued)
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 balance sheet date in the countries where the Company operates and generates income.
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.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Long-term leasehold property
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Straight line over the life of the lease
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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.
Depreciation is recognised within administrative expenditure.
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 balance sheet 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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TONKOTSU LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025
2.Accounting policies (continued)
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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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.
In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with 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.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
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TONKOTSU LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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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 balance sheet date and the amounts reported for revenues and expenses during the year. The nature of estimation means the actual outcomes could differ from those estimates. There are no material judgments made in the preparation of the accounts.
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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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Research & development charged as an expense
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Other operating lease rentals
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TONKOTSU LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025
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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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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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TONKOTSU LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025
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Company contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 4 Directors (2024 - 4) in respect of defined contribution pension schemes.
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The highest paid Director received remuneration of £129,537 (2024 - £121,840).
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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 £1,321 (2024 - £1,321).
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The total accrued pension provision of the highest paid Director at 28 December 2025 amounted to £NIL (2024 - £NIL).
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Other interest receivable
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Interest payable and similar expenses
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Other loan interest payable
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Finance leases and hire purchase contracts
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TONKOTSU LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025
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Adjustments in respect of previous periods
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Factors affecting tax charge for the year
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The tax assessed for the year is the same as (2024 - the same as) the standard rate of corporation tax in the UK of 23.45% (2024 - 23.45%) as set out below:
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.45% (2024 - 23.45%)
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
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Total tax charge for the year
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Factors that may affect future tax charges
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The Company has estimated losses of £2,903479 (2024: £2,819,553) available for carry forward against future trading profits.
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TONKOTSU LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025
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Long-term leasehold property
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Charge for the year on owned assets
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Charge for the year on financed assets
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TONKOTSU LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025
12.Tangible fixed assets (continued)
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Charge for the year on owned assets
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Charge for the year on financed assets
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TONKOTSU LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025
12.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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Raw materials and consumables
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Amounts owed by group undertakings
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Prepayments and accrued income
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TONKOTSU LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025
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Creditors: Amounts falling due within one year
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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 are secured by way of fixed and floating charges over the assets of the Company.
The hire purchase creditor is secured over the asset it relates to.
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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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Bank loans are secured by way of fixed and floating charges over the assets of the Company. Other loans include a prior year adjustment consisting of a reclassification of other creditors to other loans.There is no change to either the profit or loss account or reserves.
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TONKOTSU LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
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Amounts falling due 2-5 years
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Amounts falling due after more than 5 years
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Bank loans are secured by way of fixed and floating charges over the assets of the Company.
The hire purchase creditor is secured over the asset it relates to.
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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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TONKOTSU LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025
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Allotted, called up and fully paid
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120,995 (2024 - 120,995) A Ordinary shares of £0.0100 each
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105,193 (2024 - 105,193) Y Ordinary shares of £0.0100 each
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370,676 (2024 - 370,676) P Preference shares of £0.0001 each
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5,170,000 (2024 - 5,170,000) P1 Preference shares of £0.0001 each
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At the period end there existed share options over 49,651 F Ordinary shares of £0.01 each in respect of an EMI share option scheme.
Share premium account
The share premium relates to shares that were issued above par.
Profit and loss account
The profit and loss account represents the distributable reserves of the Company
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 £131,924 (2024: £105,268). Contributions totalling £24,152 (2024: £20,987) were payable to the fund at the balance sheet date and are included in creditors.
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Commitments under operating leases
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At 28 December 2025 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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TONKOTSU LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025
|
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Related party transactions
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Tsuru Limited has directors and shareholders in common with Tonkotsu Limited, making it a related party. At the balance sheet date, the amount owed to the Company by Tsuru Limited was £93,205 (2024: £106,105). Tsuru Limited paid a management charge to Tonkotsu Limited of £245,086 (2024: £212,406).
At the year end date there was an oustanding loan owed to a shareholder of £1,000,001 (2024: £1,000,001). Interest of 2.8% per annum is charged on this loan and it is repayable later than 5 years.
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