21 May 2024
Comptoir
Group Plc
("Comptoir", the "Group" or the "Company")
FY 2023
Results - A year of positive growth and expansion
Comptoir Group Plc
(AIM: COM), the owner and/or operator of Lebanese, Middle Eastern
and North African inspired restaurants announces its audited annual
results for the 52 week period ended 31 December
2023.
Highlights:
· Group
revenue of £31.5m, up by 1.4% (2022: £31.0m), up by 1.3% like for
like
· Total
system sales* of £42.4m, an increase of 6.7% (2022:£39.8m), with a
like for like system sales growth of 3%
· Gross
profit of £24.7m, ahead on last year by £0.3m (2022:
£24.4m)
· Adjusted EBITDA** before highlighted items of £0.1m (2022:
£2.8m)
· IFRS
profit after tax of £1.6m loss (2022: £0.6m)
· Net
cash and cash equivalents at the end of year of £7.0m (2022:
£9.9m)
· Basic
earnings per share of 1.30p loss (2022: 0.48p)
· Portfolio expansion with new openings at Ealing (2023) and
Southbank (2024), as well as switching Cheshire Oaks from a
franchised to equity model and opening a new Shawa franchise in Abu
Dhabi in 2024
· Currently trading in 28 stores: 22 managed and 6
franchised
Beatrice Lafon, Non-Executive Chair,
commented:
"FY 2023 results reflect the
continued effects of the consolidation strategy the board put in
place in August 2022 to rebuild the teams after the pandemic,
manage the headwinds created by the inflationary pressures on
wages, ingredients and utility costs in particular whilst
establishing a strong foundation for growth.
Full year EBITDA at £0.1m was in
line with management expectations. Sales grew by 1.4% to £31.5m, GP
grew 1.1% last year to £24.7m, colleague retention improved, over
90% of our teams were trained in our new 'Generous Hospitality'
training, all brands benefited from a total revamp of our menus to
increase the mixof plant based options, whilst offering ever more
new and authentic recipes. Growth in NPS, now at over 74% on a
rolling 12 months basis and continued reduction in staff turnover,
give us confidence in the value of our plan for the medium
term.
In 2023, the board also chose to
invest in our infrastructure, to create a resilient supply base and
to take steps to progress with our ESG roadmap. We have started to
invest in green technology, updated both our sourcing policies and
partners, and designed menus more coherent with our carbon neutral
goals.
At publication of this report, we
are trading with 28 stores (22 managed, 6 franchised), having
closed Leeds in January 2023 and opened Ealing in October
2023.
So far in 2024, we have opened a new
franchised Shawa in Abu Dhabi, a new directly managed Comptoir
Flagship in Southbank, closed Yalla Yalla Soho and brought Cheshire
Oaks into the managed portfolio.
We started a refurbishment program,
with Duke of York Sq Chelsea reopening mid May with London Bridge
and Westfield London to follow later this year. All our terraces
have been refurbished, well ahead of the start of the
season.
Our investments in tech continue,
for instance our first labour productivity tool is now in place. A
new digital strategy came into force in March 24, with the launch
of new websites, online booking systems and new online
partnerships.
By Summer 2024, a brand-new senior
leadership team will be in place, to allow the Group to scale to
new heights.
On behalf of the board, I would like
to thank all our colleagues who worked tirelessly to transport our
guests to a happy place, every time. We are proud of how well our
colleagues are adapting to new ways of working, placing our famous
hospitality and amazing food at the core of all they do. I would
also like to thank our senior executive team, our old and new
partners and shareholders for enabling all the changes to land
successfully.
We remain optimistic and cautious
about 2024 as costs and prices continue to rise in high single and
double digits and footfall remains both challenged and erratic. We
are focussed on executing our Plan well, to be in a strong position
to capitalise on any demand recovery.
The business enters 2024 with
renewed energy and a new team, a balanced portfolio of brands and
locations and a strong cash position."
*System
sales are defined as total sales for equity and franchise
restaurants.
** Adjusted EBITDA was calculated
from the (loss)/profit before taxation adding back net interest
cost, depreciation, share-based payments and non-recurring costs
(note 3).
Annual Report and Notice of AGM
The Company confirms that it has
posted its 2023 Annual Report and Accounts to shareholders together
with the 2024 Notice of AGM and forms of proxy. The AGM will be
held at 9.00am on 26 June 2024 at 6th Floor, Winchester House,
259-269 Old Marylebone Road, London, NW1 5RA.
The 2023 Annual Report and Accounts
and Notice of AGM 2024 are available on the Company's
website.
Enquiries:
Comptoir Group plc
via Camarco
Beatrice Lafon, Non-Executive
Chair
Nick Ayerst, CEO
Peter Harvey, Interim FD
Cavendish Capital Market Limited (Nominated Adviser and
Broker)
Simon Hicks
0207 220 0500
Camarco (press enquiries)
Jennifer
Renwick
comptoir@camarco.co.uk
Letaba Rimell
Notes to Editors
Comptoir Group PLC owns and operates
28 Lebanese restaurants, six of which are franchised, based
predominately in the UK. The flagship brand of the group, Comptoir
Libanais, is a collection of 22 restaurants located across London,
nationwide and international Travel Hubs, including cities such as
Manchester, Bath, Birmingham, Oxford and Dubai.
The name Comptoir Libanais means
Lebanese Counter and is a place where guests can eat casually and
enjoy Middle Eastern and North African food, served with warm and
friendly hospitality and a bright vibrant environment.
The Group also operates Shawa,
serving traditional shawarma through a counter service model in
Westfield and Bluewater shopping centres [as well as Zayed
International Airport]. Yalla-Yalla near Oxford Circus, and a live
entertainment venue Kenza, located in Devonshire Square,
London.
The group has expanded
internationally with its franchise partners HMSHost, with
restaurants in the UK, the Netherlands and the Middle
East.
Chief Executive's Review
The Group started 2023 with good
momentum, despite the economic headwinds affecting the industry as
a whole.
Our strategy to grow through organic
sales, new openings and franchising is bearing fruit and I am
pleased to report that each strand of these strategic pillars grew
in the last year. Whilst our group revenue grew, our costs
increased as a result of food cost inflation, a further increase in
the minimum wage and, for a period, energy bills that were three
times that of years previous. We were also significantly impacted
by 30 days of strikes on rail and the London underground in 2023,
which we estimate represents lost income of c. £300,000.
With the support of the Board, we
have strengthened our senior leadership team, bringing in highly
experienced colleagues who will help shape our culture and build on
our operational excellence and financial performance. We
successfully opened a new Comptoir Libanais in Ealing during the
period, which is trading in line with expectations, and we opened a
prominent site on London's Southbank in April 2024.
Total like for like system sales
grew +3.0% in 2023 over 2022. Within this, our equity restaurants
delivered like for like growth of +1.3%. Despite this growth,
increasing covers proved a challenge during the year, against a
backdrop of increasing mortgage rates and rent rises, but we are
pleased that cover performance trend has improved in Q1 of
2024.
Despite facing pricing challenges,
we have effectively managed price increases for guests through
strategic menu engineering and leveraging benefits from our supply
chain efficiencies. As a result of our recent consolidation of
distribution and our strong relationships with suppliers, we have
been able to minimise the impact of margin erosion to
0.2%.
While energy costs remained high for
the majority of the year, particularly after the government's
support was withdrawn, in the fourth quarter of the year we
transitioned to a two year flexible pricing model, delivering the
best unit costs currently available.
People, Values and Culture
We continually strive to create a
culture and work environment that attracts motivated employees who
feel recognised and rewarded for their efforts.
We are proud of the progress we have
made in our gender pay gap and we now have a Median Pay Gap in
favour of our female colleagues, together with strong
representation in our senior leadership team. We have had a fair
tronc scheme to distribute our service charge for a number of years
with only small changes required to comply with the new
legislation. It is clear that to succeed in difficult times you
need to not only be great at fantastic food and brilliant
environments, but deliver on hospitality as well and our people and
our culture are a huge asset.
Technology
Investing in technology has been
crucial for enhancing guest service and supporting ongoing projects
to streamline labour efficiency. Our successful trial and ongoing
rollout of Kitchen Display Screens (KDS) have improved service
speed and reduced guest complaints. The majority of our restaurants
have adopted tablet ordering for our teams and we have integrated
our payment systems which has increased efficiency of taking orders
and expediates table turnover during peak times. We continue to
work with our digital ordering platform to improve functionality
for our guests.
Guest Satisfaction
In 2023, we made significant
investments to improve our guest service scores. Historically our
guests have always appreciated our fresh, healthy and delicious
food offerings, and bright, bold and eclectic interiors but felt
our hospitality fell short compared to leaders in the sector. To
address this, we have implemented a 'Generous Hospitality'
programme, retraining each team member to understand what it takes
to make a positive impact on our guest's experience. As a result of
these efforts, our Net Promoter Score (NPS) has increased to 74%
and our social score has also improved throughout the
year.
Guest understanding
As a result of a variety of
qualitative and quantitative research we now have a far better
understanding of Comptoir Libanais' guests, what they think of us,
how often they visit and how we best communicate with them to
increase frequency of visit and spend.
To facilitate these improvements, we
have made changes to our website, CRM partners, booking platform
and digital agency and can track return on marketing investment
much better than previously through use of personalised
communication.
Franchising
Franchising is an integral part of
the Group's strategy. In 2023 Comptoir Libanais system sales
totalled £35m, with 65% originating from our equity estate and 35%
from franchisees. In early 2024, we took back the Avolta franchised
site in Cheshire Oaks as they refocus on travel hub operations.
Simultaneously, we opened a new Shawa restaurant in Zayad
International Airport, our first restaurant in Abu Dhabi and first
franchised Shawa restaurant.
During the year we signed a new
partnership with AREAS, a global travel hub food operator, and are
on track to open in Milan airport this summer. With the robust
performance of existing sites and recent openings trading well we
will be looking to grow the number of our franchise partnerships
and restaurants.
Delivery platforms
The enhancement of our delivery
services including delivery menu, dish presentation, packaging and
working with our delivery partners on strong ROI promotional
activity has led to delivery performing well in 2023, particularly
within Comptoir Libanais. As part of the Group's growing commitment
to its responsibilities across all areas of ESG, we have ensured
all of our delivery packaging is recyclable.
Outlook
The hospitality industry has been
significantly impacted by a maelstrom of economic factors which
have influenced guests spending habits and led to higher
operational costs. I expect it will take a further 2-3 years before
we can adjust pricing sufficiently to fully return to pre-Covid
EBITDA margins. Nonetheless, we made progress with cost reductions
in the latter part of 2023, particularly in energy management, and
have continued this momentum into 2024.
I am particularly excited by the
work we have done to better understand our guests and our market
position in Comptoir Libanais which together with our focus on
consistency in food quality and hospitality has delivered like for
like sales growth in Q1 and increasing guest
satisfaction.
In order to focus management's time
on growth brands we have streamlined Yalla Yalla's operations by
closing a location that doesn't align with our future business
ambitions at its lease end and aligning back of house systems in
the remaining restaurant to gain operational
efficiencies.
Shawa continues to present a
significant growth opportunity, with existing sites performing well
and encouraging early results from our franchise location in Abu
Dhabi.
The focus for the rest of 2024 and
into 2025 remains on growing covers both through our improved
understanding and connection with existing guests increasing their
frequency of return and encouraging trial by new guests. Across the
group we continue to work on menus, labour efficiencies and cost
management to improve the Groups EBITDA delivery to compelling
numbers. We have confidence that our strategy will deliver top line
growth, improved margins and improved profitability that will
enable us to continue our new opening plans.
Finally, I would like to thank all
my colleagues for their contributions to re-starting the growth
within the Group and their efforts to navigate external pressures.
Comptoir Group has strong foundations with its current estate, a
robust cash position and an excellent team.
I look forward to further growth and
success for the business in the years ahead.
Nick Ayerst - Chief Executive
Office
21st May 2024
2023 Financial Highlights - Interim FD
Review
Overview
A solid year for the group,
underpinned by sales growth and a proactive response to external
cost challenges.
Comptoir Group retains a strong cash
position following a transformative year, as we continued to set
the business up for future success. We are now in a good position
to prosper from new openings, a return to consumer confidence and a
softening in the rate of cost base increases.
The Group delivered positive
adjusted EBITDA, despite the considerable impact of cost increases.
By focusing on the things within leaderships control, we were able
to generate solid cash from operations. This positions Comptoir
Group to be best placed to serve guests, when the macroeconomic
uncertainty reduces, and consumers are ready to dine
out.
The KPIs of the Group's performance
are summarised below:
|
|
31 December
2023
|
1 January
2023
|
Variance
|
|
|
Revenue
|
|
£31.5m
|
£31.0m
|
1.4%
|
|
|
Gross profit
|
|
£24.7m
|
£24.4m
|
1.1%
|
|
|
Other Costs
|
|
£26.3m
|
£23.9m
|
10.3%
|
|
|
(Loss)/profit for the period
|
|
-£1.6m
|
£0.6m
|
-371.9%
|
|
|
|
|
|
|
|
|
|
Cash generated from
operations
|
|
£2.3m
|
£4.4m
|
-47.6%
|
|
|
Adjusted EBITDA (Pre IFRS 16)
1
|
|
£0.1m
|
£2.8m
|
-97.8%
|
|
|
Net Cash2
|
|
£5.4m
|
£7.7m
|
-29.5%
|
|
|
|
|
|
|
|
|
|
1 Defined as statutory
operating profit before interest, tax, depreciation and
amortisation (before application of IFRS16 and excluding
exceptional costs) and reflects the underlying trade of the
Group.
|
|
|
|
|
2 Defined as cash and cash
equivalents less loans and borrwings.
|
|
|
|
Revenue
Revenue of £31.5m, from £31.0m in
2022 was a growth of +1.4%. This was despite Q1 2022, benefitting
from lower VAT rates as one of the final support hangovers put in
place through the global pandemic ended at the end of March
2022.
The group entered 2023 with 21
equity restaurants, with Leeds closing in January 2023, offset by
opening of Ealing in October 2023, taking the equity estate back up
to 21. Our franchised estate of 6 restaurants traded consistently
throughout 2023.
Including franchise and equity
restaurants, total system revenues of £42.4m (2022: £39.8m) were
delivered through 2023.
Gross profit
The team worked very closely with
our supply partners through 2023 and made some huge steps
forward
in optimising our cost base, yet with cash margin increasing by
+1.1%, from revenue growth of +1.4%, the benefit is not instantly
obvious until you factor in the significant double digit (up to 20%
at its peak) food inflation that has been absorbed within
this.
These factors manifested the modest
downward movement in Gross Margin percentage from 78.7% in 2022 to
78.5%, a 0.2% reduction.
However, if 2022 had not benefitted
in Q1 from a reduced VAT rate of 12.5%, year on year total Gross
Margin percentage in 2023 would have been a +0.1% improvement over
2022, despite the cost base increases.
Other costs
It was a turbulent year for all
other costs throughout 2023 for the reasons already mentioned
earlier in this report, with Comptoir Group not being immune from
those external factors.
Most significantly impacting the
business was the huge, unprecedented increase in utility costs
which more than doubled with a 129% increase versus 2022, a UK wide
phenomena, together with the unwinding of business rates relief,
which increased costs by 21% versus prior year.
Other notable fixed costs also saw
increases, with rent growing by 15% as we secured longer term
tenures,
and corporate cost increases in Head Office and Plc costs
associated with rebuilding and re-establishing a new Board and
senior leadership team. All combined our cost base increased by
more than +10%.
The outlook will see food inflation
drop to below double digits in the first quarter of 2024 expecting
to settle
at between 7%-8% for the balance of 2024. Whilst proactive action
has already been taken to de-risk utility costs by contracting
through to Autumn 2025 with options being explored into future
years.
Adjusted EBITDA
|
Post IFRS
16
|
Pre IFRS
16
|
Post IFRS
16
|
Pre IFRS
16
|
|
31 December
2023
|
31 December
2023
|
1 January
2023
|
1 January
2023
|
|
£
|
£
|
£
|
£
|
|
|
|
|
|
Sales
|
31,480,609
|
31,480,609
|
31,046,546
|
31,046,546
|
|
|
|
|
|
Adjusted
EBITDA:
|
|
|
|
|
|
|
|
|
|
(Loss)/profit before
tax
|
(1,645,105)
|
(1,410,764)
|
902,450
|
578,609
|
Add
back/(deduct):
|
|
|
|
|
Depreciation
|
3,328,567
|
1,124,210
|
3,252,841
|
1,124,243
|
Finance
costs
|
1,019,154
|
136,551
|
1,042,697
|
94,078
|
Finance
income
|
(94,147)
|
(94,147)
|
-
|
-
|
Impairment
of assets
|
107,316
|
-
|
78,266
|
-
|
EBITDA
|
2,715,785
|
(244,150)
|
5,276,254
|
1,796,930
|
Share-based payments expense
|
30,541
|
30,541
|
15,377
|
15,377
|
Restaurant
opening costs
|
165,535
|
165,535
|
-
|
-
|
Loss on
disposal of fixed assets
|
8,940
|
8,940
|
8,188
|
8,188
|
Exceptional legal and professional fees
|
101,145
|
101,145
|
1,002,054
|
1,002,054
|
Adjusted
EBITDA
|
3,021,946
|
62,011
|
6,301,873
|
2,822,549
|
Cash flow and balance sheet
Cash generated from operations
decreased to £2.3m in FY23 (2022: £4.4m). Despite marginal gross
profit improvements macroeconomic pressures on utilities, wages,
rent and rates squeezed operating profit margins, along with the
majority of the UK operating companies. Coupled with additional
expenditure on property, plant and equipment increased as the Group
invested in the estate and to the improvement of
technology.
Financing and net debt
The Group had a cash and cash
equivalents balance of £7.0m on 31 December 2023 and a net cash
position of £5.4m (2022: £7.7m). The Group debt consists of a CBIL
loan attracting no covenants, of which £0.6m was paid down through
2023. This has a six-year term with a maturity date in 2026. The
loan had an initial interest-free period of 12 months followed by a
rate of interest of 2.5% over the Bank base rate.
Throughout 2023, the group started
to proactively manage its positive cash balances to generate
interest earned and reduce interest paid, compared to prior
years.
Impairments
Impairment cost in the period
related to the lease exit of Yalla Yalla in Soho.
Dividend
The Directors do not recommend the
payment of a dividend, believing it more beneficial to use cash
resources to invest in the Group in line with our
strategy.
Going concern
Upon consideration of this analysis
and the principal risks faced by the Group, the Directors are
satisfied that the Group has adequate resources to continue in
operation for the foreseeable future, a period of at least twelve
months from the date of this report. Accordingly, the Directors
have concluded that it is appropriate to prepare these financial
statements on a going concern basis.
Peter Harvey - Interim
Finance Director
21st May 2024
Strategic Report
For the period ended 31 December 2023
At
a glance
Comptoir Group is a dynamic, bold and innovative hospitality
company committed to delivering exceptional hospitality experiences
that celebrate the rich cultural heritage of Lebanon, the wider
Middle East, and North Africa.
With a passion for our food and a
focus on quality ingredients our restaurants offer an authentic
taste
of the regions diverse and vibrant cuisine. We are dedicated to
providing outstanding guest hospitality by creating a unique
welcoming and inviting atmosphere that not only transports our
guests to a happy place it also encourages our guests to want to
come back time and time again.
Our Vision is that one day Lebanese
food and culture will be as widely understood and enjoyed as
Italian is today by sharing our love of the regions food and
culture with the wider world. We do this through our Mission of
spreading the Lebanese joy of sharing one plate at our time all
under pinned by living our Values,
of Togetherness, Freshness, Happiness and Generosity.
We operate a collection of
complementary brands, the largest of which is Comptoir Libanais,
founded 15 years ago by Tony Kitous, a serial restaurant
entrepreneur within our chosen marketplace.
The Directors present their
strategic report for the period ended 31 December 2023.
Business model
The Group's principal brand is
Comptoir Libanais, a Lebanese, Middle Eastern and North African
focused casual dining brand. The restaurants offer an all-day
dining experience based around healthy and fresh food in a
friendly, colourful and vibrant environment, which delivers value
for money to a broad demographic of guests. Lebanese and Eastern
Mediterranean food is a popular food trend due to its flavoursome,
healthy, low fat and vegetarian-friendly ingredients as well as the
ability to easily share the food with friends.
We seek to design each Comptoir
Libanais restaurant with a bold and fresh design that is welcoming
to all age groups and types of consumers. Each Comptoir Libanais
restaurant has posters and menus showing an artist's impression of
Sirine Jamal al Dine, an iconic Arabian actress, providing a Middle
Eastern café-culture feel.
Shawa is a Lebanese shawarma grill
concept-serving lean, grilled meats, rotisserie chicken, homemade
falafel, halloumi and fresh salad, through a service counter
offering, located in high footfall locations, such as shopping
centres.
The average net spend per head over
2023 at Comptoir Libanais was £20.21 (2022: £19.22) and the average
spend at Shawa is lower at £14.32 (2022: £13.61), positioning our
offering in the affordable or 'value for money' segment of the UK
fast casual dining market. In addition, our offering is
well-differentiated and faces limited direct competition, in marked
contrast to other areas of the market.
Strategy for growth and future developments
Our strategy is to continue to grow
through organic sales increase and increasing our owned-site
operations under both the Comptoir Libanais and Shawa brands. While
Comptoir Libanais is likely to remain the principal focus of our
operations, Shawa provides the opportunity to offer our Lebanese
food from a smaller footprint and therefore create greater
flexibility to our roll-out plans.
We continue to believe that there is
considerable potential to grow the Group's franchised
operations
and we see this as a complimentary and relatively low-risk route to
extend the presence of our brands, both within the UK and in
overseas territories. We saw the opening of another site with our
franchise partner Avolta in Abu Dhabi in Q1 2024 and with our new
partner AREAS a new Comptoir Libanais site Milan is expected to
open in H2 2024, evidencing our belief in this route to
market.
We seek to maximise the dining
experience in all our restaurants with alfresco and dine-in
experiences as well as the UK delivery market. This is combined
with the use of technology to ensure we deliver the speed, service
and hospitality that guest require.
Review of the business and key performance indicators
(KPIs)
The continuing macro-economic
pressures, high inflation, cost of living crisis and loss of
government support versus 2022 at the end of the first quarter
continued to challenge the performance of the Group and was
reflected in the comparison to the 'supported' 2022 outturn. As a
result, Group revenue showed moderate growth of 1.4% at £31.5m
(2022: £31.0m) and the Consolidated Statement of Comprehensive
Income shows a post-tax loss of £1.6m (2022: £0.6m profit).
However, as stated above, at this stage in the development of the
business the Board believes that it is more helpful to focus on
adjusted EBITDA, which excludes non-recurring items and costs
incurred in connection with the opening of new restaurants and on
this measure, the underlying earnings of the group were £0.1m
profit (2022: £2.8m), despite the economic and global
uncertainties, and sector specific pressures described elsewhere in
this report.
The Board and management team use a
range of performance indicators to monitor and measure
the performance of the business. However, in common with most
businesses, the critical KPI's are focused on growth in sales and
EBITDA, and these are appraised against budget, forecast and the
levels achieved last year.
In terms of non-financial KPIs, the
standard of service provided to customers is monitored via the
scores from a programme of regular monthly "mystery diner" visits
to our restaurants carried out by HGem, providing a Q4 Net Promotor
Score (NPS) of 74% (Q1 2023 was 32%).
We also use feedback from health and
safety audits conducted by an external company (Food Alert) to
ensure that critical operating procedures are being adhered
to.
Further explanation of the
performance of the business over the period is provided in the
Chair's Statement and the Chief Executive's Review.
Principal risks and uncertainties
The Board has overall responsibility
for identifying the most significant risks faced by the business
and for developing appropriate policies to ensure that those risks
are adequately managed. The following have been identified as the
most significant risks faced by the Group, however, it should be
noted that this is not an exhaustive list and the Group has
policies and procedures to address other risks facing the
business.
Consumer demand
Any weakness in consumer confidence
could have an adverse effect on footfall and guest spend in our
restaurants. The previously reported impact of Covid-19 virus
demonstrated the significant impact on the hospitality sector and
the wider UK and global economy, on the devastating impact all in
the industry felt, and whilst we were looking forward to a period
of normality and return to business as usual, nobody anticipated
the macroeconomic downturn and its impact on customer confidences
through uncertain times.
Frequent or regular participation in
the eating-out market is afforded by the consumer out of household
disposable income. Macroeconomic factors such as employment levels,
interest rates and inflation can impact disposable income and
consumer confidence can dictate their willingness to
spend.
Through such times the Board
focussed on setting the business up to maximise profitable revenue
when the confidence returns for consumers. As indicated above, the
core brands within the Group are positioned in the affordable
segment of the casual dining market. A strong focus on superior and
attentive service together with value-added marketing initiatives
can help to drive sales when guest footfall is more subdued. This,
together with the strategic location of each of our restaurants
helps to mitigate the risk of consumer demand to the
business.
Input cost inflation
The Group's key input variables are
the cost of food and drink, associated ingredients and the sizable
and progressive increases in the UK National Living Wage and
Minimum Wage rates continue to present a challenge which we face
into alongside our peers and competitors, as we strive to help our
team deal with recent years cost of living crisis. We aim to
maintain an appropriate level of flexibility in our supplier base
so we can work to mitigate the impact of input cost inflation. Our
teams work hard on predictive and responsive labour scheduling so
that our costs are well controlled.
Economic conditions
The war in the Ukraine has direct
consequences on the cost of fuel and will also impact various
food staples over the next 12 months that continues to require
proactive management.
The pressure of the cost-of-living
crisis on living standards and subsequent deterioration in consumer
confidence due to future economic conditions have a detrimental
impact on the Group in terms of footfall and sales. This risk is
mitigated by the positioning of the Group's brands, within the
affordable segment of the casual dining market. Continued focus on
customer relations and targeted and adaptable marketing initiatives
help the Group retain and drive sales where footfall
declines.
Labour cost inflation
Labour cost pressures that are
outside of the control of the Group, such as auto-enrolment pension
costs, National Minimum Wage and Living Wage increases, Employee
and Employer NI increases, and the apprenticeship levy, are endured
by the Group and its competitors. Labour costs continue to be
regularly monitored and ongoing initiatives are used to reduce the
impact of such pressures.
Strategy and execution
The Group's central strategy is to
open additional new outlets under its core Comptoir Libanais and
Shawa brands. Despite making every effort, there is no guarantee
that the Group will be able to secure a sufficient number of
appropriate, economically affordable sites to meet its growth and
financial targets and it is possible that new openings may take
time to reach the anticipated levels of mature profitability or to
match historical financial returns.
The Group utilises the services of
external property consultants and continues to develop stronger
contacts and relationships with potential landlords as well as
their agents and advisers. However, there will always be
competition for the best sites and the Board will continue to
approach any potential new site with caution and be highly
selective in its evaluation of new sites to ensure that target
levels of return on investment are achieved.
On behalf of the Board
Nick Ayerst - Chief Executive
Office
21st May 2024
Strategic Report
Climate Related Financial Disclosure
Energy Consumption and Carbon Emissions
Comptoir Group PLC have included the
recommendations set out by the Task Force on Climate change (TCFD)
in this year's report. These recommendations help businesses to
focus on the likely direct and indirect impacts of climate change
for individual organisations, their operations, services and
customer base.
The TCFD framework utilises four key
pillars which have been adopted by Comptoir Group as the key areas
of focus. Aligned to these four pillars are 11 recommendations,
which provide guidance as to how to ensure that management
processes, analyses and business planning give sufficient
consideration to the impact of climate change on the
operation.
Greenhouse gas emissions and energy
use data for the period ended 31 December:
Annual Energy Consumption (KWh)
|
Current Reporting Year, 01/01/2023 -
31/12/2023
|
Comparison Year, 01/01/2022-31/12/2022
|
|
£
|
£
|
Scope 1
|
2,381,158
|
2,682,126
|
Stationary Combustion
|
2,317,934
|
2,617,319
|
Mobile Combustion
|
63,224
|
64,807
|
Process Emissions
|
N/A
|
N/A
|
Fugitive Emissions
|
N/A
|
N/A
|
|
|
|
Scope 2
|
2,514,088
|
2,734,638
|
Purchased Electricity
|
2,514,088
|
2,734,638
|
Purcahsed Steam, Heat,
Cooling
|
0
|
0
|
|
|
|
Scope 3 (Grey Fleet)
|
19,230
|
56,636
|
Grey Fleet
|
19,230
|
56,636
|
|
|
|
Total
|
4,914,477
|
5,473,397
|
Governance
The CEO has ultimate responsibility
for ESG. Comptoir Group PLC has appointed an ESG Committee, which
meets quarterly to assess climate risk and opportunities and to set
strategy and targets to address said risks and opportunities. The
Chair, non-Exec Director, CFO and CEO sit on the ESG
committee.
The ESG committee prioritises the
response to potential climate related risks & opportunities,
depending on the potential magnitude, likely financial impact and
opportunities to adopt mitigation practices. Detailed updates on
ESG are included in the monthly report to the board.
To deliver our targets, 8 cross
functional working groups meet quarterly. They are tasked with
ensuring ESG goals are embedded into all aspects of our
business.
Strategy
To identify actual and potential
impacts of climate- related risks and opportunities on the
organisation's processes, strategy, and financial planning,
Comptoir Group embarked on an audit in conjunction with the
Sustainable Restaurant Association (SRA). This took the form of a
detailed investigation on all operations which has enabled Comptoir
Group to identify potential risks & opportunities and set
realistic goals for improvement.
We have assumed a climate transition
scenario of 2OC, in
line with guidance provided by the Department of Business, Energy
& Industrial Strategy. A rise in global temperatures of around
2OC will likely
increase the number of severe weather events, such as flood and
droughts, impacting the world's main food producing regions. Under
this climate transition scenarios, we have identified the following
potential risks.
Short term (less than two years):
· Supply
chain disruption and shortages of impacted crops: we source salad,
citrus, chillis, aubergine and pomegranates from regions which are
potentially at risk in the case of a temperature increase of
2OC. This would
impact around £400k worth of stock (equivalent to 7% of all food
spend)
· Higher
energy costs due to increased demand for artificial heating/cooling
and irrigation
Medium term (two-five years)
· Potential changes to statutory obligations regarding waste
disposal
· The
Department for Business, Energy and Industrial Strategy has
calculated that a carbon tax of £80 per tonne would have the
desired impact on carbon emissions. The liability for Comptoir
Group would be in the region of £80k p.a. based on current
emissions levels, if this was introduced
· Increased competition for new sites which offer public
transport accessibility, infrastructure resilience in the light of
extreme weather events, and access to renewable energy
Long term (more than five years)
· Infrastructure and buildings will require increased investment
to withstand changing weather patterns and an increase in extreme
weather events, particularly flooding
· Weather related travel disruption impacting customers and
staff
· Increased requirement for HVAC in warmer weather reduced use
of terraces and outdoor areas due to increased rainfall in
UK
Comptoir Group have also identified the following
opportunities:
· Comptoir's operations exhibit low wastage methods of
production, careful stewardship of specialist producers and
natural, unprocessed foods which will increasingly appeal to a
growing cohort of eco conscious consumer
· Our
menus have a strong emphasis on plant based food. More than half of
the menu items across
all brands are plant based, without any ultra processed
ingredients
· We
source specialist ingredients from smaller, low intensity producers
who prioritise the preservation of local ecosystems, thus enhancing
long term opportunities for sustainable sourcing
· We are
building stronger relationships with suppliers who can switch to
lower carbon methods of production and transportation
· We
have allocated capex for investment in technology, such as voltage
optimisation and energy monitoring devices to reduce the amount of
energy used
The consideration of climate related
risks & opportunities is integral to all our decision making.
ESG considerations are now given priority consideration in all
operational decisions, longer term strategy & financial
planning as a matter of course. We will continuously strive to
ensure that the Group remains adaptable, to anticipate and respond
to climate related risks and opportunities.
Specifically:
· Comptoir Group regularly reviews menus and will adapt dishes,
ingredients, cooking methods and menus in response to the changing
availability of inputs
· All
menus will consist of at least 50% plant-based dishes, anticipating
an increase in consumer demand
· We
regularly review the supply markets, with the aim of anticipating
potential shortages and supply chain disruption. By adopting
creative and flexible sourcing strategies, we can adapt quickly in
the short term to ensure long term supply resilience
· Financial planning allows for investment in equipment,
building design, infrastructure and processes to reduce reliance on
fossil fuels
· Budgeting processes and longer term business strategy allow
for changes in consumer behaviour
in response to changes in long term weather patterns, such as
reduced use of outdoor seating areas
Risk Management
We regularly review global supply
markets with our suppliers to identify any potential risks to the
supply chain, including financial risks. Increasingly, we choose
supply partners which prioritise anticipation of and adaptation to
climate related risks & opportunities in the medium to long
term.
In conjunction with the Sustainable
Restaurant Association (SRA) and other industry bodies, Comptoir
Group keeps abreast of potential changes to the regulatory
environment.
As well as anticipating and reacting
to changes in global supply conditions, supply chain risk is also
assessed during the twice yearly menu review process. If required,
menus/ dishes/ ingredients can be adapted or alternative supply
sources mobilised
Physical risks to buildings and
infrastructure are assessed during the process of site selection
and as part of the capex budgeting process.
Financial risks regarding the
increased costs of inputs and outputs are assessed during the
annual budgeting process and re-evaluated in response to changing
market conditions, as required. We also have targets for reducing
energy usage and waste, which will minimise any potential cost
uplift.
Comptoir Group have made it a
priority to assess and manage climate related risk. We have a
flexible and dynamic approach to menu engineering and ingredient
sourcing. Where climate change poses a risk to ingredient
availability, we will quickly adapt dishes, ingredients or supply
chains to mitigate any risk. We are working hard to lower our
carbon emissions and energy usage, which will further increase our
resilience in the case of increased taxation or costs associated
with energy.
Metrics & Targets
Comptoir Group are awaiting the
final outcome of the ESOS audit, which will identify Scope 1
emissions and set out targets for reduced Carbon emissions (due
June 2024).
Comptoir Group has set a target for
achieving 2 stars on the 'Food Made Good' rating, awarded by the
Sustainable Restaurant Association (SRA), a global industry body
established to promote & support organisations who aim to have
a more positive impact on the environment and society.
The 'Food Made Good' rating uses a
framework of questions, which are derived from the 10 key areas
of the UN's Sustainable Development Goals to audit all operational
processes and systems. Performance against these criteria is then
assessed and awarded an overall rating. In 2023 Comptoir Group was
awarded
1 out of 3 stars. We have implemented a roadmap which will address
all areas and ultimately improve our rating by one star by August
2025. In addition, we have set ourselves the following
targets:
· Reduce
energy usage by 10% LFL by the end of 2024 - measured by Cap Energy
monitoring devices and Amber (energy brokers)
· Reduce
food wastage by 20% LFL by the end of 2024
· Reduce
carbon footprint on meat by 5% by end 2024
· Increase UK sourced product lines
On behalf of the Board
Nick Ayerst - Chief Executive
Office
21st May 2024
Strategic Report
Section 172 Statement
This is the second year that the Directors are required to
provide a section 172 statement as part of the Strategic report.
Below we explain the background to the section 172
statement.
Background
Section 172 of the Companies Act
2006 ('Act') requires the Directors to act in the way they
consider, in good faith, would be most likely to promote the
success of the company for the benefit of its members as a whole,
having regard to various factors, including the matters listed
below in section.
172 (1)(a) to (f):
a. the likely consequences of any
decisions in the long-term;
b. the interests of the
Company's employees;
c. the need to foster the
Company's business relationships with suppliers, customers and
others;
d. the impact of the Company's
operations on the community and environment;
e. the desirability of the
Company maintaining a reputation for high standards of business
conduct and
f. the need to act fairly as
between members of the Company.
This statement is aimed at helping
shareholders better understand how Directors discharged their
duty
to promote the success of companies under Section 172 of the
Companies Act 2006 ("S172 Matters"). Throughout the year, in
performance of its duties, the Board has had regard to the
interests of the Group's key stakeholders and has taken account of
any potential impact on these stakeholders of the decisions it has
made. Details of how the Board had regard to the following S172
matters are as per the below.
S172
Matters
|
Example
|
· The
likely consequences of any decisions in the long-term.
|
· Communication with shareholders through the Comptoir Investor
website, AGM, investor meeting and circulars
· Through the corporate governance framework described in this
annual report
|
· The interests of the Company's
employees
|
· Ongoing training and development at all levels
· Engagement through the company engagement application,
newsletters, emails and other communications tools
|
· The
need to foster the Company's business relationships with suppliers,
customers and others.
|
· Maintenance of regular contact with all suppliers.
· The
Comptoir loyalty scheme through the Comptoir application
· Responding to feedback from the customer.
· Use of
a mystery guest programme to ensure standards are visible and
maintained.
|
· The impact of the Company's operations
on the community and
environment.
|
· Local
recruitment of staff
· Flexible working to reduce travel where applicable
· Ongoing focus on environmentally friendly processes and
procedures
|
· The desirability of the Company
maintaining a reputation for high standards
of business conduct.
|
· Regular restaurant visits and audit processes
· Mystery guest programme
· Food
standards programme
· Compliance updates at Board meetings
· Ongoing training for all staff
|
· The
need to act fairly as between members of the Company.
|
· We
maintain an open dialogue with our shareholders
· Engagement with stakeholders
|
On behalf of the Board
Nick Ayerst - Chief Executive
Office
21st May 2024
Corporate Governance
Statement of Corporate Governance
The Board have elected to adopt the Quoted Companies Alliance
(QCA) Corporate Governance Code in line with the changes under Rule
26 of the AIM Rules for Companies requiring all companies that are
traded on AIM to adopt and comply with a recognised corporate
governance code. Full details of our adoption to the code can be
found at https://investors.comptoirlibanais.com/corporate-governance/
The
Board
The Board of Comptoir Group PLC is
the body responsible for the Group's objectives, its policies and
the stewardship of its resources. At the balance sheet date, the
Board comprised four Directors being Ahmed Kitous and Nicholas
Ayerst as executive Directors and Beatrice Lafon and Jean-Michel
Orieux as non-executive directors.
Beatrice Lafon and Jean-Michel
Orieux are considered by the Board to be independent. Each Director
demonstrates a range of experience and sufficient calibre to bring
independent judgment on issues of strategy, risk management,
performance, resources and standards of conduct which are vital for
the success of the Group.
The Board had twelve Board meetings
during the year. Beatrice Lafon is Chair of the ESG committee,
Audit and the Remuneration Committees. The terms of reference of
these committees have been approved by the Board.
Remuneration Committee
The Remuneration Committee's
responsibilities include the determination of the remuneration and
options of Directors and senior executives of the Group and the
administration of the Company's option schemes and arrangements.
The Committee takes appropriate advice, where necessary, to fulfil
this remit.
Audit Committee
The Audit Committee meets twice a
year including a meeting with the auditors shortly before the
signing of the accounts. The terms of reference of the Audit
Committee include: any matters relating to the appointment,
resignation or dismissal of the external auditors and their fees;
discussion with the auditors on the nature, scope and findings of
the audit; consideration of issues of accounting policy and
presentation; monitoring. The work of the review function carried
out to ensure the adequacy of accounting controls and
procedures.
Nomination Committee
The Company does not have a
Nomination Committee. Any Board appointments are dealt with by the
Board itself.
Internal control
The Board is responsible for the
Group's system of internal control and for reviewing the
effectiveness of the system of internal control. Internal control
systems are designed to meet the needs of a business and manage the
risks but not to eliminate the risk of failure to achieve the
business objectives. By its nature, any system of internal control
can only provide reasonable, and not absolute, assurance against
material misstatement or loss.
Internal audit
Given the size of the Group, the
Board does not believe it is appropriate to have a separate
internal audit function. The Group's systems are designed to
provide the Directors with reasonable assurance that problems are
identified on a timely basis and are dealt with
appropriately.
Relations with shareholders
There is a regular dialogue with
investors, including presentations after the Group's year-end and
half year results announcements. Feedback from shareholders is
provided to the Board on a regular basis and, where appropriate,
the Board will take steps to address their concerns and
recommendations. Aside from announcements that the Group makes
periodically to the market, the Board uses the Annual General
Meeting to communicate with shareholders and welcomes their
participation.
Going concern
In assessing the going concern
position of the Group for the consolidated financial statements for
the year ended the 31 December 2023, the Directors have considered
the Group's cash flow, liquidity and business activities. Following
the Covid-19 pandemic, the economic environment and its impact on
guest confidence to spend has been considered as part of the
Group's adoption of the going concern basis. Although trading was
impacted over this period, the Group's underlying trading remained
positive, and we've continued with selective investment to
continually be able to embrace market growth.
The Group maintains good cash
reserves of £7.0m as at the start of the current accounting period,
which sets us apart from many other operators in our
sector.
The Directors have considered the
current business model, strategies and principal risks and
uncertainties. Based on the Group's cash flow forecasts and
projections, the Board is satisfied that the Group will be able to
operate for the foreseeable future. In making this assessment, the
Directors have made a specific analysis of the impact of current
macro-economic uncertainties and global disruption in the middle
East as well as the Ukraine.
The Group's current cash reserves
remains at £7.0m, and the Board believes that the business has the
ability to remain trading for a period of at least 12 months from
the date of signing of these financial statements. These financial
statements have therefore been prepared on the going concern
basis.
Corporate Governance
Report of the Directors
The Directors present their report
together with the audited financial statements for the period ended
31 December 2023.
Results and dividends
The consolidated statement of
comprehensive income is set out on page 47 and shows the profit for
the year.
The Directors do not recommend the
payment of a dividend for the year (2022: £nil).
Principal activities
The Company's and Group's principal
activity continues to be that of the operating of restaurants with
Lebanese/Middle Eastern offering in the UK casual dining
sector.
Directors
The Directors of the Group, who held
office during the year, and their shareholding at the year-end
date, were as follows:
|
Number of ordinary
shares
|
Percentage shareholding
(%)
|
Executive
|
|
|
N Ayerst
|
-
|
0.00%
|
A Kitous
|
58,412,503
|
47.60%
|
B Lafon
|
-
|
0.00%
|
JM Orieux
|
-
|
0.00%
|
M Toon
|
-
|
0.00%
|
Substantial shareholders
Besides the Directors, other
substantial shareholders (with a greater than 3% shareholding) at
the period-end date were as follows:
Substantial shareholdings:
|
|
|
|
Number of ordinary
shares
|
Percentage shareholding
(%)
|
C Hanna
|
22,585,833
|
18.41%
|
Dowgate Wealth Limited
|
11,088,353
|
9.04%
|
S Kaye
|
5,076,666
|
4.14%
|
A Kaye
|
4,873,332
|
3.97%
|
J Kaye
|
4,249,999
|
3.46%
|
Directors' remuneration
The remuneration of the Directors
for the period ended 31 December 2023 was as follows:
|
Period ended 31 December
2023
|
Period ended 1 January
2023
|
|
Remuneration
|
Pension
|
Total
|
Total
|
|
£
|
£
|
£
|
£
|
N Ayerst
|
240,300
|
1,321
|
241,621
|
50,210
|
A Kitous
|
193,125
|
1,321
|
194,446
|
337,993
|
B Lafon
|
65,000
|
-
|
65,000
|
27,303
|
JM Orieux
|
45,600
|
-
|
45,600
|
19,197
|
M Toon (Resigned 5 March
2024)
|
157,727
|
1,321
|
159,048
|
124,007
|
C Hanna (Resigned 2 August
2022)
|
-
|
-
|
-
|
997,254
|
|
701,752
|
3,963
|
705,715
|
1,555,964
|
Creditor payment policy
The Group has a standard code and
also agrees specific individual terms with certain suppliers.
Payment is normally made in accordance with those terms, subject to
the suppliers' own performance.
Employees
Applications from disabled persons
are given full consideration providing the disability does not
seriously affect the performance of their duties. Such persons,
once employed, are given appropriate training and equal
opportunities.
The Group takes a positive view
toward employee communication and has established systems for
ensuring employees are informed of developments and that they are
consulted regularly. These include engagement at office town hall
meetings in person and online, induction days for new starters and
weekly communications to all staff highlighting key messages for
that week. The company also utilises
a company called Fourth which
provides a service that acts as a central hub to provide regular
updates as well as engage with employees in a more informal
environment and share success stories. The company also operates a
bonus and share scheme at varying levels to reward
performance.
Financial instruments
Details of the use of financial
instruments and the principal risks faced by the Group are
contained in note 25 to the financial statements.
Future developments
Details of future developments are
contained in the Strategic Report on page 25.
Auditors
All the current Directors have taken
all reasonable steps necessary to make themselves aware of any
information needed by the Group's auditors for the purposes of
their audit and to establish that the auditors are aware of that
information. The Directors are not aware of any relevant audit
information of which the auditors are unaware.
UHY Hacker Young have expressed
their willingness to continue in office and a resolution to
re-appoint them will be proposed at the annual general
meeting.
On behalf of the Board
Nick Ayerst - Chief Executive
Office
21st May 2024
Corporate Governance
Statement of Directors' responsibilities
The Directors are responsible for preparing the Annual Reports
and the Group and Parent Company financial statements in accordance
with applicable United Kingdom law and regulations. Company law
requires the Directors to prepare Group and Parent Company
financial statements for each financial period. Under that law, and
as required by the AIM rules, the Directors have elected to prepare
Group financial statements under UK- adopted International
Accounting Standards (IASs), and the Parent Company financial
statements under United Kingdom Accounting
Standards.
Under Company Law the Directors must
not approve the Group and Parent Company financial statements
unless they are satisfied that they give a true and fair view of
the state of affairs of the Group and Parent Company and of the
profit or loss of the Group for that period. In preparing the Group
and Parent Company financial statements the Directors are required
to:
· present fairly the financial position, financial performance
and cash flows of the Group and Parent Company;
· select
suitable accounting policies in accordance with IAS 8: 'Accounting
Policies, Changes in Accounting Estimates and Errors' and then
apply them consistently;
· present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
· make
judgments and estimates that are reasonable;
· provide additional disclosures when compliance with the
specific requirements in UK adopted international accounting
standards is insufficient to enable users to understand the impact
of particular transactions, other events and conditions on the
Group's and the Company's financial position and financial
performance; and
· the
Group and Parent Company financial statements have been prepared in
accordance with UK adopted international accounting standards or
United Kingdom Accounting Standards, subject to any material
departures disclosed and explained in the financial
statements
The Directors are responsible for
keeping adequate accounting records that are sufficient to show and
explain the Group's and Parent Company's transactions and disclose
with reasonable accuracy at any time the financial position of the
Group and Parent Company and enable them to ensure that the Group
and Parent Company financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of
the Group and Parent Company and hence for taking reasonable steps
for the prevention and detection of fraud and other
irregularities.
Consolidated statement of comprehensive
income
For
the period ended 31 December 2023
|
Notes
|
Period ended 31 December
2023
|
Period ended 1 January
2023
|
|
|
£
|
£
|
|
|
|
|
Revenue
|
2
|
31,480,609
|
31,046,546
|
|
|
|
|
Cost of
sales
|
|
(6,760,622)
|
(6,605,074)
|
|
|
|
|
Gross
profit
|
|
24,719,987
|
24,441,472
|
|
|
|
|
Distribution expenses
|
|
(12,624,578)
|
(11,431,633)
|
|
|
|
|
Administrative expenses
|
|
(12,866,121)
|
(11,357,436)
|
|
|
|
|
Other
income
|
2
|
50,614
|
292,744
|
|
|
|
|
Operating
(loss)/profit
|
3
|
(720,098)
|
1,945,147
|
|
|
|
|
Finance
costs
|
6
|
(1,019,154)
|
(1,042,697)
|
|
|
|
|
Finance
income
|
6
|
94,147
|
-
|
|
|
|
|
(Loss)/profit before
tax
|
|
(1,645,105)
|
902,450
|
|
|
|
|
Taxation
charge
|
7
|
45,674
|
(314,146)
|
|
|
|
|
(Loss)/profit for the
period
|
|
(1,599,431)
|
588,304
|
|
|
|
|
Other
comprehensive income
|
|
-
|
-
|
|
|
|
|
Total comprehensive
(loss)/income for the period
|
|
(1,599,431)
|
588,304
|
|
|
|
|
Basic (loss)/earnings per
share (pence)
|
8
|
(1.30)
|
0.48
|
|
|
|
|
Diluted (loss)/earnings per
share (pence)
|
8
|
(1.30)
|
0.48
|
All of the above results are derived
from continuing operations. (Loss)/Profit for the period and total
comprehensive (loss)/income for the period is entirely attributable
to the equity shareholders of the Group.
Consolidated balance sheet
At
31 December 2023
|
Notes
|
31 December
2023
|
1 January
2023
|
|
|
£
|
£
|
Assets
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
Intangible assets
|
9
|
7,284
|
29,134
|
Property, plant and
equipment
|
10
|
6,771,722
|
6,708,383
|
Right-of-use assets
|
10
|
13,008,673
|
13,704,427
|
|
|
19,787,679
|
20,441,944
|
Current assets
|
|
|
|
Inventories
|
12
|
521,488
|
474,655
|
Trade and other
receivables
|
13
|
1,344,710
|
1,220,053
|
Cash and cash equivalents
|
|
7,048,757
|
9,930,323
|
|
|
8,914,955
|
11,625,031
|
|
|
|
|
Total assets
|
|
28,702,634
|
32,066,975
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
Borrowings
|
15
|
(600,000)
|
(600,000)
|
Trade and other payables
|
14
|
(5,964,996)
|
(6,399,675)
|
Lease liabilities
|
26
|
(2,159,265)
|
(2,351,410)
|
|
|
(8,724,261)
|
(9,351,085)
|
Non-current liabilities
|
|
|
|
Borrowings
|
15
|
(1,000,000)
|
(1,600,000)
|
Provisions for liabilities
|
16
|
(389,147)
|
(362,088)
|
Lease liabilities
|
26
|
(15,178,055)
|
(15,728,066)
|
Deferred tax liabilities
|
17
|
(226,292)
|
(271,967)
|
|
|
(16,793,494)
|
(17,962,121)
|
|
|
|
|
Total liabilities
|
|
(25,517,755)
|
(27,313,206)
|
|
|
|
|
Net
assets
|
|
3,184,879
|
4,753,769
|
|
|
|
|
Equity
|
|
|
|
Share capital
|
18
|
1,226,667
|
1,226,667
|
Share premium
|
|
10,050,313
|
10,050,313
|
Other reserves
|
19
|
175,640
|
145,099
|
Retained losses
|
|
(8,267,741)
|
(6,668,310)
|
Total equity
|
|
3,184,879
|
4,753,769
|
The financial statements of Comptoir
Group PLC (company registration number 07741283) were approved by
the Board of Directors and authorised for issue on 21 May 2024 and
were signed on its behalf by:
Nick Ayerst
Chief Executive Officer
Consolidated statement of changes in
equity
For
the period ended 31 December 2023
|
Notes
|
Share
capital
|
Share
premium
|
Other
reserves
|
Retained
losses
|
Total
equity
|
|
|
£
|
£
|
£
|
£
|
£
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 3 January
2022
|
|
1,226,667
|
10,050,313
|
129,722
|
(7,256,614)
|
4,150,088
|
|
|
|
|
|
|
|
Total comprehensive
income
|
|
|
|
|
|
|
Profit for
the period
|
|
-
|
-
|
-
|
588,304
|
588,304
|
|
|
|
|
|
|
|
Transactions with
owners
|
|
|
|
|
|
|
Share-based payments
|
21
|
-
|
-
|
15,377
|
-
|
15,377
|
|
|
|
|
|
|
|
At 1 January
2023
|
|
1,226,667
|
10,050,313
|
145,099
|
(6,668,310)
|
4,753,769
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 2 January
2023
|
|
1,226,667
|
10,050,313
|
145,099
|
(6,668,310)
|
4,753,769
|
|
|
|
|
|
|
|
Total comprehensive
income
|
|
|
|
|
|
|
Loss for
the period
|
|
-
|
-
|
-
|
(1,599,431)
|
(1,599,431)
|
|
|
|
|
|
|
|
Transactions with
owners
|
|
|
|
|
|
|
Share-based payments
|
21
|
-
|
-
|
30,541
|
-
|
30,541
|
|
|
|
|
|
|
|
At 31 December
2023
|
|
1,226,667
|
10,050,313
|
175,640
|
(8,267,741)
|
3,184,879
|
Consolidated statement of cash
flows
For
the period ended 31 December 2023
|
Notes
|
Period ended 31 December
2023
|
Period ended 1 January
2023
|
|
|
£
|
£
|
Operating
activities
|
|
|
|
|
|
|
|
Cash
inflow from operations
|
22
|
2,287,882
|
4,368,949
|
Interest
paid
|
|
(136,551)
|
(94,078)
|
Interest
received
|
|
94,146
|
-
|
Net cash from operating
activities
|
|
2,245,477
|
4,274,871
|
|
|
|
|
Investing
activities
|
|
|
|
|
|
|
|
Purchase
of property, plant & equipment
|
10
|
(1,279,900)
|
(581,250)
|
Net cash used in investing
activities
|
|
(1,279,900)
|
(581,250)
|
|
|
|
|
Financing
activities
|
|
|
|
|
|
|
|
Payment of
lease liabilities
|
26
|
(3,247,143)
|
(3,031,097)
|
Bank loan
repayments
|
23
|
(600,000)
|
(600,000)
|
Net cash used in financing
activities
|
|
(3,847,143)
|
(3,631,097)
|
|
|
|
|
(Decrease)/increase in cash
and cash equivalents
|
|
(2,881,566)
|
62,524
|
Cash and
cash equivalents at beginning of period
|
|
9,930,323
|
9,867,799
|
|
|
|
|
Cash and cash equivalents at
end of period
|
|
7,048,757
|
9,930,323
|
Principal accounting policies for the
consolidated financial statements
For
the period ended 31 December 2023
Reporting entity
Comptoir Group Plc (the "Company")
is a company incorporated and registered in England and Wales, with
a company registration number of 07741283. The address of the
Company's registered office is 6th Floor, Winchester House, 259-269
Old Marylebone Road, London, NW1 5RA. The consolidated financial
statements comprise of the Company and its subsidiaries (together
referred to as the "Group").
Statement of compliance
The consolidated financial
statements have been prepared in accordance with UK-adopted
International Financial Reporting Standards and its interpretations
adopted by the International Accounting Standards Board (IASB). The
parent company financial statements have been prepared using United
Kingdom Accounting Standards including FRS 102 'The financial
reporting standard applicable in the UK and Republic of Ireland'
and are set out below.
Basis of preparation
These consolidated financial
statements for the period ended 31 December 2023 are prepared in
accordance with UK-adopted International Accounting
Standards.
The accounting period for the Group
runs to the closest Sunday to 31 December each year. The
consolidated financial statements for the current period has been
prepared to 31 December 2023 and the comparative period to 1
January 2023.
The financial statements are
presented in Pound Sterling (£), which is both the functional and
presentational currency of the Group and Company. All amounts are
rounded to the nearest pound, except where otherwise
indicated.
The Group and Parent Company
financial statements have been prepared on the
historical cost convention as modified for certain financial
instruments, which are stated at fair value. Non-current
assets are stated at the lower of carrying amount and fair value
less costs to sell.
Use
of non-GAAP profit and loss measures
The Group believes that along with
operating profit, the 'Adjusted EBITDA' provides additional
guidance to the statutory measures of the performance of the
business during the financial year. Adjusted profit from operations
is calculated by adding back depreciation, amortisation, impairment
of assets, finance costs, preopening costs and certain
non-recurring or non-cash items. Adjusted EBITDA is an internal
measure used by management as they believe it better reflects the
underlying performance of the Group beyond generally accepted
accounting principles.
Going concern basis
In assessing the going concern
position of the Group for the consolidated financial statements for
the period ended the 31 December 2023, the Directors have
considered the Group's cash flow, liquidity and business
activities. Following the Covid-19 pandemic, the economic
environment and its impact on guest confidence to spend has been
considered as part of the Group's adoption of the going concern
basis. Although trading was impacted over this period, the Group's
underlying trading remained positive, and we've continued with
selective investment to continually be able to embrace market
growth.
The Group maintains good cash
reserves £7.0m as at the start of the current accounting period,
which sets us apart from many other operators in our
sector.
The Directors have considered the
current business model, strategies and principal risks and
uncertainties. Based on the Group's cash flow forecasts and
projections, the Board is satisfied that the Group will be able to
operate for the foreseeable future. In making this assessment, the
Directors have made a specific analysis of the impact of current
macro-economic uncertainties and global disruption in the middle
East as well as the Ukraine.
The Group's current cash reserves
remains at £7.0m, and the Board believes that the business has the
ability to remain trading for a period of at least 12 months from
the date of signing of these financial statements. These financial
statements have therefore been prepared on the going concern
basis.
Changes in accounting standards, amendments and
interpretations
At the date of authorisation of the
consolidated financial statements, the following amendments to
Standards and Interpretations issued by the IASB that are effective
for an annual period that begins on or after 1 January 2023. These
have not had any material impact on the amounts reported for the
current and prior periods.
Standard or
Interpretation
Effective Date
IFRS 17 - Insurance
Contracts
1 January 2023
IAS 8 - Definition of Accounting
Estimates
1 January 2023
IAS 1 - Disclosure of Accounting
Policies
1 January 2023
IAS 12 - Deferred Tax Arising from a
Single Transaction
1 January 2023
IAS 12 - International Tax Reform -
Pillar Two Model Rules
23 May 2023
New
and revised Standards and Interpretations in issue but not yet
effective
At the date of authorisation of
these financial statements, the Group has not early adopted any of
the following amendments to Standards and Interpretations that have
been issued but are not yet effective:
Standard or
Interpretation
Effective Date
IFRS 16 - Lease Liability in a Sale
and
Leaseback
1 January 2024
IAS 1 - Non-current Liabilities with
Covenants
1 January 2024
IAS 1 - Classification of
Liabilities as Current or Non-current
1 January 2024
IAS 7 - Supplier Finance
Arrangements
1 January 2024
IAS 21 - Lack of
Exchangeability
1 January 2025
IFRS 18 - Presentation and
Disclosure in Financial Statements
1
January 2027
As yet, none of these have been
endorsed for use in the UK and will not be adopted until such time
as endorsement is confirmed. The Directors do not expect any
material impact as a result of adopting standards and amendments
listed above in the financial year they become
effective.
Significant accounting policies
The accounting policies set out
below have been applied consistently to all periods presented in
the historical consolidated financial statements, unless otherwise
indicated.
(a) Basis of
consolidation
These financial statements
consolidate the financial statements of the Company and all of its
subsidiary undertakings drawn up to 31 December 2023.
Subsidiaries are entities controlled
by the Company. Control exists when the Company has the power,
directly or indirectly, to govern the financial and operating
policies of an entity so as to obtain benefits from its activities.
In assessing control, potential voting rights that presently are
exercisable or convertible are taken into account, regardless of
management's intention to exercise that option or warrant. The
financial statements of subsidiaries are included in the
consolidated financial statements from the date that control
commences until the date the control ceases.
The cost of an acquisition is
measured as the fair value of the assets given, equity instruments
issued and liabilities incurred or assumed at the date of exchange,
plus costs directly attributable to the acquisition. Identifiable
assets acquired and liabilities and contingent liabilities assumed
are measured initially at their fair values at the acquisition
date, irrespective of the extent of any minority interest. The
excess of the cost of acquisition over the fair value of the
identifiable net assets acquired is recorded as
goodwill.
All intra-group balances,
transactions, income and expenses and profits and losses resulting
from intra-group transactions are eliminated fully on
consolidation. The gain or loss on disposal of a subsidiary company
is the difference between net disposals proceeds and the Group's
share of its net assets together with any goodwill and exchange
differences.
(b) Foreign currency
translation
Functional and presentational currency
Items included in the financial
results of each of the Group entities are measured using the
currency of the primary economic environment in which the entities
operate (the functional currency). The consolidated financial
statements are presented in Pounds Sterling ("£") which is the
Company's functional and operational currency.
Transactions and balances
Foreign currency transactions are
translated into the functional currency using the exchange rates
prevailing at the dates of the transactions. Foreign exchange gains
and losses resulting from the settlement of such transactions and
from the translation at year end exchange rates of monetary assets
and financial liabilities denominated in foreign currencies are
recognised in the statement of comprehensive income.
(c) Financial
instruments
Financial assets and financial
liabilities are measured initially at fair value plus transactions
costs. Financial assets and financial liabilities are measured
subsequently as described below.
Financial assets
The Group classifies its financial
assets as 'loans and receivables'. The Group assesses at each
balance sheet date whether there is objective evidence that a
financial asset or a group of financial assets is
impaired.
Loans and receivables are
non-derivative financial assets with fixed and determinable
payments that are not quoted in an active market. They are included
in current assets, except for maturities greater than 12 months
after the statement of financial position date, which are
classified as non-current assets. Receivables are classified as
'trade and other receivables' and loans are classified as
'borrowings' in the statement of financial position.
Trade and other receivables are
recognised initially at fair value and subsequently measured at
amortised cost using the effective interest method. The carrying
value of trade and other receivables recorded at amortised cost are
reduced by allowances for lifetime estimated credit losses.
Estimated future credit losses are first recorded on the initial
recognition of a receivable and are based on the ageing of the
receivable balance, historical experience and forward looking
considerations. Balances that are deemed not collectable will be
recognised as a loss in the income statement. When a trade
receivable is uncollectable, it is written off against the
allowance account for trade receivables. Subsequent recoveries of
amounts previously written off are credited to the statement of
comprehensive income.
Financial assets are derecognised
when the contractual rights to the cash flows from the financial
asset expire, or when the financial asset and all substantial risks
and rewards are transferred.
Financial liabilities
The Group's financial liabilities
include trade and other payables. Trade payables are recognised
initially at fair value less transaction costs and subsequently
measured at amortised cost using the effective interest method
("EIR" method). Amortised cost is calculated by taking into account
any discount or premium on acquisition and fees or costs that are
an integral part of the EIR. The EIR amortisation is included in
finance costs in the statement of comprehensive Income.
A financial liability is
derecognised when it is extinguished, discharged, cancelled or
expires.
(d) Property, plant and
equipment
Items of property, plant and
equipment are stated at cost less accumulated depreciation and
impairment losses.
Depreciation
Depreciation is charged to the
income statement on a reducing balance basis and on a straight-line
basis over the estimated useful lives of corresponding items of
property, plant and equipment:
Land and buildings Leasehold
Over the length of the lease
Plant and
machinery
15% on reducing balance
Fixture, fittings and equipment
10% on reducing balance
The carrying values of plant and
equipment are reviewed at each reporting date to determine whether
there are any indications of impairment. If any such indication
exists, the assets are tested for impairment to estimate the
assets' recoverable amounts. Any impairment losses are recognised
in the Statement of Comprehensive Income.
The assets' residual values and
useful lives are reviewed, and adjusted if appropriate, at each
statement of financial position date. Gains and losses on disposals
are determined by comparing the proceeds with the carrying amount
and are recognised within the Statement of Comprehensive
Income.
(e) Intangible assets -
Goodwill
All business combinations are
accounted for by applying the acquisition method. Goodwill
represents amounts arising on acquisition of subsidiaries,
associates and joint ventures. Goodwill represents the difference
between the cost of the acquisition and the fair value of the net
identifiable assets acquired.
Goodwill is stated at cost less any
accumulated impairment losses. Goodwill is allocated to cash
generating units and is formally tested for impairment annually,
thus is not amortised. Any excess of fair value of net assets over
consideration on acquisition are recognised directly in the income
statement.
(f) Inventories
Inventories are stated at the lower
of costs and net realisable value. Cost comprises direct materials,
and those direct overheads that have been incurred in bringing the
inventories to their present location and condition.
Net realisable value is the
estimated selling price less all estimated costs of completion and
costs to be incurred in marketing, selling and
distribution.
(g) Cash and cash
equivalents
Cash and cash equivalents comprise
cash in hand, cash at bank, deposits held at call with banks and
other short-term highly liquid investments with original maturities
of three months or less. Bank overdrafts that are repayable on
demand are included within borrowings in current liabilities on the
balance sheet.
For the purpose of the statement of
cash flows, cash and cash equivalents consist of cash and cash
equivalents as defined above, net of outstanding bank
overdrafts.
(h) Share-based
payments
The Group's share option programme
allows Group employees to acquire shares of the Company and all
options are equity-settled. The fair value of options granted is
recognised as an employee expense with a corresponding increase in
equity. The fair value is measured at grant date and spread over
the period during which the employees become unconditionally
entitled to the options. The fair value of the options granted is
measured using the Black-Scholes model, taking into account the
terms and conditions upon which the options were granted. The
amount recognised as an expense is adjusted to reflect the actual
number of share options that vest.
(i) Provisions for
liabilities
A provision is recognised in the
balance sheet when the Group has a present legal or constructive
obligation as a result of a past event, and it is probable that an
outflow of economic benefits will be required to settle the
obligation.
The amount recognised as a provision
is the best estimate of the consideration required to settle the
present obligation at the end of the reporting period, taking into
account the risks and uncertainties surrounding the obligation.
Where the effect of the time value of money is material, the amount
expected to be required to settle
the obligation is recognised at
present value using a pre-tax discount rate. The unwinding of the
discount is recognised as a finance cost in the income statement in
the period it arises.
(j) Deferred tax and current
tax
Current income tax assets and
liabilities for the current period are measured at the amount
expected to be recovered or paid to the taxation authorities. A
provision is made for corporation tax for the reporting period
using the tax rates that have been substantially enacted for the
company at the reporting date.
Current income tax relating to items
recognised directly in equity is recognised in equity and not in
the Statement of Comprehensive Income.
Deferred income tax is provided in
full on a non-discounted basis, using the liability method, on
temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the consolidated
financial statements. Deferred income tax is determined using tax
rates (and laws) that have been enacted or substantially enacted by
the statement of financial position date and are expected to apply
when the related deferred income tax asset is realised or the
deferred income tax liability is settled.
Deferred income tax assets are
recognised to the extent that it is probable that future taxable
profit will be available against which the temporary differences
can be utilised.
(k) Leases
Right-of-use assets
Right-of-use assets are recognised
at the commencement date of the lease (i.e., the date the
underlying asset is available for use). Initially, right-of-use
assets are measured at cost, less any accumulated depreciation and
impairment losses and adjusted for any remeasurement of lease
liabilities. The cost of right-of-use assets includes the amount of
lease liabilities recognised, initial direct costs incurred, and
lease payments made at or before the
commencement date less any lease
incentives received. Subsequently, right-of-use assets are
depreciated on a straight-line basis over the shorter of its
estimated useful life and the lease term.
Lease liabilities
At the commencement date of the
lease, the lease liabilities recognised are measured at the present
value of lease payments to be made over the lease term. The lease
payments include fixed payments less any lease incentives
receivable, variable lease payments that depend on an index or a
rate, and amounts expected to be paid under residual value
guarantees. The lease payments also include the exercise price of a
purchase option reasonably certain to be exercised by the Group and
payments of penalties for terminating a lease, if the lease term
reflects the Group exercising the option to terminate. The variable
lease payments that do not depend on an index or a rate are
recognised as an expense in the period on which the event or
condition that triggers the payment occurs.
In calculating the present value of
lease payments, the Group used the incremental borrowing rate at
the lease commencement.
After the commencement date, the
amount of lease liabilities is increased to account for interest
and reduced for the lease payments made. In addition, the carrying
amount of lease liabilities is remeasured if there is a
modification, a change in the lease term, a change in the
in-substance fixed lease payments or a change in the assessment to
purchase the underlying asset.
The Group elected to apply the
practical expedient in relation to amendments to IFRS 16: Covid-19
Related Rent Concessions. This allows a lessee to account for any
changes to their lease payments due to the effects of Covid-19 in
the Statement of Comprehensive Income rather than be treated as a
lease modification.
The practical expedient was applied
consistently to all lease contracts with similar characteristics
and in similar circumstances. A resulting credit will be recognised
as income in the profit and loss for the reporting period
reflecting the changes in lease payments arising from the
application of this practical expedient.
(l) Employee
benefits
Short term employee benefits
Wages, salaries, paid annual leave,
paid sick leave and bonuses are recognised as an expense in the
period in which the associated services are rendered by
employees.
The Group recognises an accrual for
annual holiday pay accrued by employees as a result of services
rendered in the current period, and which employees are entitled to
carry forward and use within 12 months. The accrual is measured at
the salary cost payable for the period of absence.
Pensions and other post-employment benefits
The Group pays monthly contributions
to defined contribution pension plans. The legal or constructive
obligation of the Group is limited to the amount that they agree to
contribute to the plan. The contributions to the plan are charged
to the Statement of Comprehensive Income in the period to which
they relate.
Termination benefits are recognised
immediately as an expense when the Group is demonstrably committed
to terminate the employment of an employee or to provide
termination benefits.
(m) Revenue
Revenue represents amounts received
and receivable for services and goods provided (excluding value
added tax and discounts) and is recognised at the point of sale.
Revenue is recognised to the extent that it is probable that the
economic benefits will flow to the Group and the revenue can be
reliably measured.
Franchise fees from the Group's role
as franchisor in the UK and Middle East. Revenue comprises ongoing
royalties based on the sales results of the franchisee and up-front
initial site fees.
(n) Expenses
Variable lease payments
Variable lease payments that do not
depend on an index or rate and are not in-substance fixed payments,
such as rental expenses payable based on the percentage of sales
made in the period, are not included in the initial measurement of
the lease liability. These payments are recognised in the income
statement in the period in which the event or condition that
triggers those payments occurs.
Opening expenses
Property rentals and related costs
incurred up to the date of opening of a new restaurant are written
off to the income statement in the period in which they are
incurred. Promotional and training costs are written off to
the income statement in the period in which
they are incurred.
Financial expenses
Financial expenses comprise of
interest payable on bank loans, hire purchase liabilities and other
financial costs and charges. Interest payable is recognised on an
accrual basis.
(o) Ordinary share
capital
Ordinary shares are classified as
equity. Costs directly attributable to the increase of new shares
or options are shown in equity as a deduction from the
proceeds.
(p) Dividend
policy
In accordance with IAS 10 'Events
after the Balance Sheet Date', dividends declared after the balance
sheet date are not recognised as a liability at that balance sheet
date and are recognised in the financial statements when they have
received approval by shareholders. Unpaid dividends that are not
approved are disclosed in the notes to the consolidated financial
statements.
(q) Commercial discount
policy
Commercial discounts represent a
reduction in cost of goods and services in accordance with
negotiated supplier contracts, the majority of which are based on
purchase volumes. Commercial discounts are recognised in the period
in which they are earned and to the extent that any variable
targets have been achieved in that financial period. Costs
associated with commercial discounts are recognised in the period
in which they are incurred.
(r) Operating
segments
An operating segment is a component
of an entity that engages in business activities from which it may
earn revenues and incur expenses (including revenue and expenses
related to transactions with other components of the same entity),
whose operating results are regularly reviewed by the entity's
Chief Operating Decision Maker to make decisions about resources to
be allocated to the segment and assess its performance, and for
which discrete financial information is available. The Chief
Operating Decision Maker has been identified as the Board of
Executive Directors, at which level strategic decisions are
made.
(s) Government
grants
Government grants are recognised at
the fair value of the asset received or receivable when there is
reasonable assurance that the grant conditions will be met and the
grants will be received.
A grant that specifies performance
conditions is recognised in income when the performance conditions
are met. Where a grant does not specify performance conditions it
is recognised in income when the proceeds are received or
receivable.
Critical accounting judgements and key sources of estimation
uncertainty
The preparation of financial
statements in conformity with UK-adopted IFRS requires management
to make judgments, estimates and assumptions that affect the
application of policies and reported amounts of assets and
liabilities, income and expenses. The estimates and associated
assumptions are based on historical experience and various other
factors that are believed to be reasonable under the circumstances,
the results of which form the basis of making the judgements about
carrying values of assets and liabilities that are not readily
apparent from other sources. The resulting accounting estimates may
differ from the related actual results.
The estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in
the period of the revision and future periods if the revision
affects both current and future periods.
In the process of applying the
Group's accounting policies, management has made a number of
judgments and estimations of which the following are the most
significant. The estimates and assumptions
that have a risk of causing material adjustment to the carrying
amounts of assets and liabilities within the future financial years
are as follows:
Depreciation, useful lives
and residual values of property, plant &
equipment
The Directors estimate the useful
lives and residual values of property, plant & equipment in
order to calculate the depreciation charges. Changes in these
estimates could result in changes being required to the annual
depreciation charges in the statement of comprehensive incomes and
the carrying values of the property, plant & equipment in the
balance sheet.
Impairment of
assets
The Group assesses at each reporting
date whether there is an indication that an asset may be impaired.
If any such indication exists, or when annual impairment testing
for an asset is required, the Group makes an estimate of the
asset's recoverable amount. An asset's recoverable amount is the
higher of an asset's or cash-generating unit's fair value less
costs to sell and its value in use and is determined for an
individual asset, unless the asset does not
generate cash inflows that are largely independent of those from
other assets or groups of assets.
Where the carrying amount of an
asset exceeds its recoverable amount, the asset is considered
impaired and is written down to its recoverable amount. In
assessing value in use, the estimated future cash flows are
discounted to their present value of money and the risks specific
to the asset. Impairment losses of continuing operations are
recognised in the profit or loss in those expense categories
consistent with the function of the impaired asset.
Leases
At the commencement date of property
leases the lease liability is calculated by discounting the lease
payments. The discount rate used should be the interest rate
implicit in the lease. However, if that rate cannot be readily
determined, which is generally the case for property leases, the
lessee's incremental borrowing rate is used, being the rate that
the individual lessee would have to pay to borrow the funds
necessary to obtain an asset of similar value to the right-of-use
asset in a similar economic environment with similar terms,
security and conditions.
The discount rate originally applied
to the Group's leases under the portfolio approach was 2.6%. Where
there have been modifications to leases since the first application
of IFRS 16 the discount rate has been updated in line with the
incremental cost of borrowing and ranges between 4% to
7.75%.
Deferred tax
assets
Historically, deferred tax assets
had been recognised in respect of the total unutilised tax losses
within the Group. A condition of recognising this amount depended
on the extent that it was probable that future taxable profits will
be available.
Share based
payments
The charge for share-based payments
is calculated according to the methodology described in note 21.
The Black-Scholes model requires subjective assumptions to be made
including the volatility of the Company's share price, fair value
of the shares and the risk free interest rates.
Dilapidations
Provisions for leasehold property
dilapidation repairs are recognised when the Group has a present
obligation to carry out dilapidation work on the leasehold premises
before the property is vacated. The amount recognised as a
provision is the best estimate of the costs required to carry out
the dilapidations work and is spread over the expected period of
the tenancy.
Notes to the consolidated financial
statements
For
the period ended 31 December 2023
1. Segmental analysis
The Group has only one operating
segment being: the operation of restaurants with Lebanese and
Middle Eastern Offerings and one geographical segment being the
United Kingdom. The Group's brands meet the aggregation criteria
set out in paragraph 22 of IFRS 8 'Operating Segments' and as such
the Group reports the business as one reportable
segment.
None of the Group's customers
individually contribute over 10% of the total revenues.
2. Revenue
|
31 December
2023
|
1 January
2023
|
|
£
|
£
|
Income for the period consists of the
following:
|
|
|
Revenue from continuing
operations
|
31,480,609
|
31,046,546
|
|
|
|
Other income not included within revenue in the income
statement:
|
|
Local council support
grants
|
-
|
120,888
|
Covid-19 related rent
concessions
|
-
|
171,856
|
Other miscellaneous income
|
50,614
|
-
|
|
50,614
|
292,744
|
|
|
|
Total income for the period
|
31,531,223
|
31,339,290
|
3. Group operating
(loss)/profit
|
31 December
2023
|
1 January
2023
|
|
£
|
£
|
This is stated after
charging/(crediting):
|
|
|
Variable
lease charges* (see note
26)
|
624,812
|
444,327
|
Rent
concessions (see note
26)
|
(21,062)
|
(171,856)
|
Lease
modifications (see note
26)
|
132,786
|
-
|
Share-based payments expense (see note 21)
|
30,541
|
15,377
|
Depreciation of property, plant and equipment (see
note
10)
|
3,328,567
|
3,252,841
|
Impairment
of assets (see note 9
& 10)
|
107,316
|
78,266
|
Loss on
disposal of fixed assets
|
8,940
|
8,188
|
Auditors'
remuneration (see note
4)
|
105,000
|
75,000
|
Exceptional legal and professional fees**
|
101,145
|
1,002,054
|
*Variable lease charges relate to
additional rental expenses payable based on selected sites
achieving a certain level of turnover for the year.
**Exceptional legal and professional
fees related to payments and associated fees in respect of C
Hanna's resignation as Chief Executive Officer of the Group during
the period.
For the initial trading period
following opening of a new restaurant, the performance of that
restaurant will be lower than that achieved by other, similar
mature restaurants. The difference in this performance, which is
calculated by reference to gross profit margins amongst other key
metrics is quantified and included within opening costs. The
breakdown of opening costs, between pre-opening costs and certain
post-opening costs for 3 months is shown below:
|
31 December
2023
|
1 January
2023
|
|
£
|
£
|
Pre-opening costs
|
165,535
|
-
|
|
165,535
|
-
|
4. Auditors' remuneration
|
31 December
2023
|
1 January
2023
|
|
£
|
£
|
Auditors' remuneration:
|
|
|
Fees payable to Company's auditor for
the audit of its annual accounts
|
31,000
|
20,500
|
|
|
|
Other fees to the Company's auditors
|
|
|
The audit of the Company's
subsidiaries
|
74,000
|
49,500
|
Total audit fees
|
105,000
|
70,000
|
|
|
|
Review of the half-year
accounts
|
-
|
5,000
|
Total non-audit fees
|
-
|
5,000
|
|
|
|
Total auditors' remuneration
|
105,000
|
75,000
|
5. Staff costs and numbers
|
31 December
2023
|
1 January
2023
|
|
£
|
£
|
(a) Staff costs (including
directors):
|
|
|
|
|
|
Wages and salaries:
|
|
|
Kitchen, floor and management
wages
|
10,356,808
|
10,140,060
|
Apprentice Levy
|
44,931
|
39,202
|
|
|
|
Other costs:
|
|
|
Social security costs
|
873,346
|
844,542
|
Share-based payments (note 21)
|
30,541
|
15,377
|
Pension costs
|
160,778
|
159,281
|
Total staff costs
|
11,466,404
|
11,198,462
|
|
|
|
(b) Staff numbers (including
directors):
|
Number
|
Number
|
|
|
|
Kitchen and floor staff
|
475
|
461
|
Management staff
|
134
|
136
|
Total number of staff
|
609
|
597
|
|
|
|
(c) Directors'
remuneration:
|
|
|
|
|
|
Emoluments
|
701,752
|
1,528,598
|
Money purchase (and other) pension
contributions
|
3,963
|
27,366
|
Non-Executive directors'
fees
|
110,600
|
46,500
|
Total directors' costs*
|
816,315
|
1,602,464
|
*includes redundancy
pay
|
|
|
|
|
|
Directors' remuneration disclosed
above include the following amounts to the highest paid director
still in office at the end of the period:
|
|
|
|
Emoluments
|
240,300
|
336,672
|
Money purchase (and other) pension
contributions
|
1,321
|
1,321
|
Further details on Directors'
emoluments and the executive pension schemes are given in the
Directors' report.
5. Net finance costs
|
31 December
2023
|
1 January
2023
|
|
£
|
£
|
Finance costs:
|
|
|
Interest on bank loans and
overdraft
|
(136,551)
|
(94,078)
|
Interest on lease
liabilties
|
(882,603)
|
(948,619)
|
|
(1,019,154)
|
(1,042,697)
|
Finance income:
|
|
|
Bank interest received
|
94,147
|
-
|
|
94,147
|
-
|
|
|
|
Net
finance costs
|
(925,007)
|
(1,042,697)
|
6. Taxation
(a) Analysis of charge in the
period:
|
31 December
2023
|
1 January
2023
|
|
£
|
£
|
Current tax:
|
|
|
UK corporation tax on the
(loss)/profit for the period
|
-
|
-
|
Adjustments in respect of previous
periods
|
-
|
(64,480)
|
|
|
|
Deferred tax:
|
|
|
Origination and reversal of temporary
differences
|
356,527
|
7,235
|
Tax losses carried forward
|
(398,069)
|
371,391
|
Share based payments
|
(4,132)
|
-
|
Total tax (credit)/charge for the period
|
(45,674)
|
314,146
|
|
|
|
(b) Factors affecting the tax charge for the
period:
The tax charged for the period varies
from the standard rate of corporation tax in the UK due to the
following factors:
|
31 December
2023
|
1 January
2023
|
|
£
|
£
|
(Loss)/Profit before tax
|
(1,645,105)
|
902,450
|
Expected tax credit based on the
standard rate of corporation tax in the UK of 23.5% (2022:
19%)
|
(386,600)
|
171,466
|
|
|
|
Effects of:
|
|
|
Depreciation on non-qualifying
assets
|
(45,499)
|
7,638
|
Expenses not deductible for tax
purposes
|
52,656
|
(19,573)
|
Adjustments in respect of previous
tax periods
|
-
|
(64,480)
|
Tax losses utilised/(carried
forward)
|
-
|
(159,531)
|
Losses previously not
recognised
|
305,413
|
-
|
Effect of change in corporation tax
rate
|
74,030
|
-
|
Movements in respect of deferred
tax
|
(45,674)
|
378,626
|
Total tax (credit)/charge for the period
|
(45,674)
|
314,146
|
The Group has carried forward tax
losses of £2,546,922 as at 31 December 2023 (1 January 2023:
£954,324).
In March 2021 a change to the future
corporation tax rate was substantively enacted to increase from 19%
to 25% from 1 April 2023. Accordingly, the rate used to calculate
the deferred tax balances at 31 December 2023 is 25% (1 January
2023: 25%) as the timing of the release of this asset is materially
expected to be after this date.
8. (Loss)/Earnings per
share
The basic and diluted earnings per
share figures are set out below:
|
31 December
2023
|
1 January
2023
|
|
£
|
£
|
|
|
|
(Loss)/profit attributable to
shareholders
|
(1,599,431)
|
588,304
|
|
|
|
Weighted average number of shares
|
|
|
For basic earnings per
share
|
122,666,667
|
122,666,667
|
Adjustment for options
outstanding
|
267,293
|
-
|
For diluted earnings per
share
|
122,933,960
|
122,666,667
|
|
|
|
|
|
|
|
Pence per
share
|
Pence per
share
|
(Loss)/earnings per share:
|
|
|
Basic (pence)
|
|
|
From (loss)/profit for the
period
|
(1.30)
|
0.48
|
|
|
|
Diluted (pence)
|
|
|
From (loss)/profit for the
period
|
(1.30)
|
0.48
|
Further details of the share options
that could potentially dilute basic earnings per share in the
future are provided in note 21.
Diluted earnings per share is
calculated by dividing the profit or loss attributable to ordinary
shareholders by the weighted average number of shares and 'in the
money' share options in issue. Share options are classified as 'in
the money' if their exercise price is lower than the average share
price for the period.
As required by IAS 33 'Earnings Per
Share', this calculation assumes that the proceeds receivable from
the exercise of 'in the money' options would be used to purchase
share in the open market in order to reduce the number of new
shares that would need to be issued. As the
shares were not 'in the money' as at 1 January 2023 and
consequently would be antidilutive, no adjustment was made in
respect of the share options outstanding to determine the diluted
number of options at this date.
9. Intangible assets
Group
|
|
|
|
|
|
|
Goodwill
|
Total
|
|
£
|
£
|
Cost
|
|
|
At 3 January 2022
|
89,961
|
89,961
|
At 1
January 2023
|
89,961
|
89,961
|
|
|
|
Accumulated amortisation and impairment
|
|
|
At 3 January 2022
|
(34,694)
|
(34,694)
|
Impairments
|
(26,133)
|
(26,133)
|
At 1
January 2023
|
(60,827)
|
(60,827)
|
|
|
|
Net Book Value as at 3 Janaury
2022
|
55,267
|
55,267
|
Net
Book Value as at 1 January 2023
|
29,134
|
29,134
|
|
|
|
|
|
|
|
Goodwill
|
Total
|
|
£
|
£
|
Cost
|
|
|
At 2 January 2023
|
89,961
|
89,961
|
At
31 December 2023
|
89,961
|
89,961
|
|
|
|
Accumulated amortisation and impairment
|
|
|
At 2 January 2023
|
(60,827)
|
(60,827)
|
Impairments
|
(21,850)
|
(21,850)
|
At
31 December 2023
|
(82,677)
|
(82,677)
|
|
|
|
Net Book Value as at 1 Janaury
2023
|
29,134
|
29,134
|
Net
Book Value as at 31 December 2023
|
7,284
|
7,284
|
Goodwill arising on business
combinations is not amortised but is subject to an impairment test
annually which compares the goodwill's 'value in use' to its
carrying value. During the period, an impairment of £21,850 (1
January 2023: £26,133) was considered necessary in respect of
goodwill.
10. Property, plant and
equipment
Group
|
Right-of use
Assets
|
Leasehold Land and
buildings
|
Plant and
machinery
|
Fixture, fittings &
equipment
|
Motor
Vehicles
|
Total
|
|
£
|
£
|
£
|
£
|
£
|
£
|
Cost
|
|
|
|
|
|
|
At 3
January 2022
|
28,644,937
|
10,419,010
|
4,702,567
|
2,843,966
|
38,310
|
46,648,790
|
Additions
|
-
|
15,741
|
417,524
|
147,985
|
-
|
581,250
|
Disposals
|
-
|
(63,577)
|
(26,785)
|
(704)
|
-
|
(91,066)
|
Modifications
|
(48,527)
|
-
|
-
|
-
|
-
|
(48,527)
|
At 1 January
2023
|
28,596,410
|
10,371,174
|
5,093,306
|
2,991,247
|
38,310
|
47,090,447
|
|
|
|
|
|
|
|
Accumulated depreciation and
impairment
|
|
|
|
|
|
|
At 3
January 2022
|
(12,684,557)
|
(6,208,028)
|
(3,008,896)
|
(1,548,952)
|
(5,108)
|
(23,455,541)
|
Depreciation during the period
|
(2,166,098)
|
(619,284)
|
(298,010)
|
(163,320)
|
(6,129)
|
(3,252,841)
|
Disposals
during the period
|
-
|
64,380
|
21,420
|
(2,922)
|
-
|
82,878
|
Impairment
during the period
|
(41,328)
|
(1,602)
|
(7,220)
|
(1,983)
|
-
|
(52,133)
|
Transfers
|
-
|
(55,802)
|
55,802
|
-
|
-
|
-
|
At 1 January
2023
|
(14,891,983)
|
(6,820,336)
|
(3,236,904)
|
(1,717,177)
|
(11,237)
|
(26,677,637)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
At 2
January 2023
|
28,596,410
|
10,371,174
|
5,093,306
|
2,991,247
|
38,310
|
47,090,447
|
Additions
|
1,695,964
|
64,053
|
455,017
|
760,830
|
-
|
2,975,864
|
Disposals
|
-
|
(83,231)
|
-
|
-
|
-
|
(83,231)
|
Modifications
|
(185,306)
|
-
|
-
|
-
|
-
|
(185,306)
|
At 31 December
2023
|
30,107,068
|
10,351,996
|
5,548,323
|
3,752,077
|
38,310
|
49,797,774
|
|
|
|
|
|
|
|
Accumulated depreciation and
impairment
|
|
|
|
|
|
|
At 2
January 2023
|
(14,891,983)
|
(6,820,336)
|
(3,236,904)
|
(1,717,177)
|
(11,237)
|
(26,677,637)
|
Depreciation during the period
|
(2,204,357)
|
(612,153)
|
(323,712)
|
(182,931)
|
(5,414)
|
(3,328,567)
|
Disposals
during the period
|
-
|
74,291
|
-
|
-
|
-
|
74,291
|
Impairment
during the period
|
(2,055)
|
(115)
|
(43,440)
|
(39,856)
|
-
|
(85,466)
|
At 31 December
2023
|
(17,098,395)
|
(7,358,313)
|
(3,604,056)
|
(1,939,964)
|
(16,651)
|
(30,017,379)
|
|
|
|
|
|
|
|
Net Book
Value as at 1 January 2023
|
13,704,427
|
3,550,838
|
1,856,402
|
1,274,070
|
27,073
|
20,412,810
|
Net Book Value as at 31
December 2023
|
13,008,673
|
2,993,683
|
1,944,267
|
1,812,113
|
21,659
|
19,780,395
|
The right of use assets relates to
one class of underlying assets, being the property leases entered
into for various restaurant.
At each reporting date the Group
considers any indication of impairment to the carrying value of its
property, plant and equipment. The assessment is based on expected
future cash flows and Value-in-Use calculations are performed
annually and at each reporting date and is carried out on each
restaurant as these are separate 'cash generating units' (CGU).
Value-in-use was calculated as the net present value of the
projected risk-adjusted post-tax cash flows plus a terminal value
of the CGU. A pre-tax discount rate was applied to calculate the
net present value of pre-tax cash flows. The discount rate was
calculated using a market participant weighted average cost of
capital. A single rate has been used for all restaurants as
management believe the risks to be the same for all
restaurants.
The recoverable amount of each CGU
has been calculated with reference to its value-in-use. The key
assumptions of this calculation are shown below:
Sales growth
3%
Discount
rate
5.3%
Number of years projected
over life of lease
The projected sales growth was based
on the Group's latest forecasts at the time of review. The key
assumptions in the cashflow pertain to revenue growth. Management
have determined that growth based on industry average growth rates
and actuals achieved historically are the best indication of growth
going forward. The Directors are confident that the Group is
largely immune from the effects of Brexit and forecasts have
considered the impact of inflation and rising energy costs.
Management has also performed sensitivity analysis on sales inputs
to the model and noted no material sensitivities in the
model.
Based on the review, an impairment
charge of £85,466 (1 January 2023: £52,133) was recorded for the
year.
11. Subsidiaries
The subsidiaries of Comptoir Group
Plc, all of which have been included in these consolidated
financial statements, are as follows:
Name
|
Country of incorporation and principal place of
business
|
Proportion of ownership interest as at period
end
|
|
|
2023***
|
2023**
|
Timerest Limited
|
England & Wales
|
100%
|
100%
|
Chabane Limited*
|
England & Wales
|
100%
|
100%
|
Comptoir Franchise Limited
|
England & Wales
|
100%
|
100%
|
Shawa Group Limited*
|
England & Wales
|
100%
|
100%
|
Shawa Bluewater Limited*
|
England & Wales
|
100%
|
100%
|
Shawa Limited
|
England & Wales
|
100%
|
100%
|
Shawa Westfield Limited
|
England & Wales
|
100%
|
100%
|
Shawa Rupert Street
Limited*
|
England & Wales
|
100%
|
100%
|
Comptoir Stratford
Limited*
|
England & Wales
|
100%
|
100%
|
Comptoir South Ken
Limited*
|
England & Wales
|
100%
|
100%
|
Comptoir Soho Limited*
|
England & Wales
|
100%
|
100%
|
Comptoir Central Production
Limited*
|
England & Wales
|
100%
|
100%
|
Comptoir Westfield London
Limited*
|
England & Wales
|
100%
|
100%
|
Levant Restaurants Group
Limited*
|
England & Wales
|
100%
|
100%
|
Comptoir Chelsea Limited*
|
England & Wales
|
100%
|
100%
|
Comptoir Bluewater
Limited*
|
England & Wales
|
100%
|
100%
|
Comptoir Wigmore Limited*
|
England & Wales
|
100%
|
100%
|
Comptoir Kingston Limited*
|
England & Wales
|
100%
|
100%
|
Comptoir Broadgate
Limited*
|
England & Wales
|
100%
|
100%
|
Comptoir Manchester
Limited*
|
England & Wales
|
100%
|
100%
|
Comptoir Restaurants
Limited
|
England & Wales
|
100%
|
100%
|
Comptoir Leeds Limited*
|
England & Wales
|
100%
|
100%
|
Comptoir Oxford Street
Limited*
|
England & Wales
|
100%
|
100%
|
Comptoir I.P. Limited*
|
England & Wales
|
100%
|
100%
|
Comptoir Reading Limited*
|
England & Wales
|
100%
|
100%
|
Comptoir Bath Limited*
|
England & Wales
|
100%
|
100%
|
Comptoir Exeter Limited*
|
England & Wales
|
100%
|
100%
|
Yalla Yalla Restaurants
Limited
|
England & Wales
|
100%
|
100%
|
Comptoir Haymarket Ltd*
|
England & Wales
|
100%
|
100%
|
Comptoir Oxford Limited*
|
England & Wales
|
100%
|
100%
|
*Dormant companies
|
|
|
|
** 52 weeks ending 1 January
2023
|
|
|
|
*** 52 weeks ending 31 December
2023
|
|
|
|
*
Dormant companies
**
52 weeks ending 1 January 2023
***
52 weeks ending 31 December 2023
The registered office address for all
subsidiaries is 6th Floor, Winchester House, 259-269 Old
Marylebone Road, London, United Kingdom, NW1 5RA.
12. Inventories
|
Group
|
|
31 December
2023
|
1 January
2023
|
|
£
|
£
|
|
|
|
Finished goods and goods for
resale
|
521,488
|
474,655
|
13. Trade and other receivables
|
Group
|
|
31 December
2023
|
1 January
2023
|
|
£
|
£
|
|
|
|
Trade receivables
|
421,476
|
256,841
|
Other receivables
|
62,617
|
318,018
|
Prepayments and accrued
income
|
860,617
|
645,194
|
Total trade and other receivables
|
1,344,710
|
1,220,053
|
14. Trade and other payables
|
Group
|
|
31 December
2023
|
1 January
2023
|
|
£
|
£
|
|
|
|
Trade payables
|
1,958,690
|
2,307,855
|
Accruals
|
2,600,211
|
2,701,001
|
Other taxation and social
security
|
1,276,456
|
1,309,913
|
Other payables
|
129,639
|
80,906
|
Total trade and other payables
|
5,964,996
|
6,399,675
|
15. Borrowings
|
Group
|
|
31 December
2023
|
1 January
2023
|
Amounts falling due within one year:
|
£
|
£
|
|
|
|
Bank loans
|
600,000
|
600,000
|
Total borrowings
|
600,000
|
600,000
|
|
|
|
Amounts falling due after more than one
year:
|
|
|
|
|
|
Bank loans
|
1,000,000
|
1,600,000
|
Total borrowings
|
1,000,000
|
1,600,000
|
The bank loan relates to a £3m
Coronavirus Business Interruption Loan Scheme ("CBILS")
loan.
The CBILS loan is secured by way of
fixed charges over the assets of various Group companies. The CBIL
loan of £1,600,000 represent amounts repayable within one year of
£600,000 (1 January 2023: £600,000) and £1,000,000 (1 January 2023:
£1,600,000) repayable in more than one year. The bank loan has a
six-year term with maturity date in 2026. The loan has an initial
interest free period of 12 months followed by a rate of interest of
2.5% over the Bank base rate.
16. Provisions for liabilities
|
Group
|
|
31 December
2023
|
1 January
2023
|
|
£
|
£
|
|
|
|
Provisions for leasehold property
dilapidations
|
197,303
|
167,953
|
Provisions for payroll pension
costs
|
191,844
|
194,135
|
Total provisions
|
389,147
|
362,088
|
|
|
|
Movements on provisions:
|
£
|
£
|
|
|
|
At beginning of period
|
362,088
|
859,414
|
Provision in the period (net of
releases)
|
27,059
|
(497,326)
|
At
end of period
|
389,147
|
362,088
|
16. Provisions for liabilities
(continued)
Provisions for leasehold property
dilapidation repairs are recognised when the Group has a present
obligation to carry out dilapidation repair work on the leasehold
premises before the property is vacated. The amount recognised as a
provision is the best estimate of the costs required to carry out
the dilapidations work and is spread over the expected period of
the tenancy.
Provisions for rent reviews relates
to any increases in rent that may become payable based on scheduled
rent review dates as per lease agreements. This was all settled
during the period.
The payroll provision relates to a
one-off provision as a result of a review of the current pension
scheme in place as part of a planned transition to Payroll Bureau
services.
17. Deferred taxation
Deferred tax assets and liabilities
are offset where the Group or Company has a legally enforceable
right to do so. The following is the analysis of the deferred tax
balances (after offset) for financial reporting
purposes:
Group
|
Liabilities
|
Liabilities
|
Assets
|
Assets
|
|
31 Dec 2023
|
1 Jan 2023
|
31 Dec 2023
|
1 Jan 2023
|
|
£
|
£
|
£
|
£
|
|
|
|
|
|
Accelerated capital
allowances
|
(707,952)
|
(351,425)
|
-
|
-
|
Tax losses
|
-
|
-
|
477,527
|
79,458
|
Share-based
payments
|
-
|
-
|
4,132
|
-
|
|
(707,952)
|
(351,425)
|
481,659
|
79,458
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Movements in the period:
|
|
|
Group
|
Group
|
|
|
|
31 Dec 2023
|
1 Jan 2023
|
|
|
|
£
|
£
|
|
|
|
|
|
Net liability at 1 January
|
|
|
271,967
|
(106,659)
|
(Credit)/charge to Statement of
Comprehensive Income (note 7)
|
(45,674)
|
378,626
|
Net liability at end of
period
|
|
|
226,293
|
271,967
|
|
|
|
|
|
The deferred tax liability set out
above is related to accelerated capital allowances and will reverse
over the period that the fixed assets to which it relates are
depreciated. The deferred tax asset on tax losses has been
recognised as management expect that there will be sufficient
profits available in future to utilise against this
amount.
18. Share capital
Authorised, issued and fully paid
|
Number of 1p
shares
|
|
31 December
2023
|
1 January
2023
|
Brought forward
|
122,666,667
|
122,666,667
|
At
the end of the period
|
122,666,667
|
122,666,667
|
|
|
|
|
Nominal
value
|
|
31 December
2023
|
1 January
2023
|
|
£
|
£
|
Brought forward
|
1,226,667
|
1,226,667
|
At
the end of the period
|
1,226,667
|
1,226,667
|
19. Other reserves
The other reserves amount of
£175,640 (1 January 2023: £145,099) on the balance sheet reflects
the credit to equity made in respect of the charge for share-based
payments made through the income statement and the purchase of
shares in the market in order to satisfy the vesting of existing
and future share awards under the Long-Term Incentive Plan. For
further details, refer to note 21.
20. Retirement benefit schemes
Defined contribution schemes
|
31 December
2023
|
1 January
2023
|
|
£
|
£
|
|
|
|
Charge to profit and loss
|
160,778
|
159,281
|
A defined contribution scheme is
operated for all qualifying employees. The assets of the scheme are
held separately from those of the Group in an independently
administered fund.
21. Share-based payments
Equity-settled share-based payments
On 4 July 2018, the Group
established a Company Share Option Plan ("CSOP") under which
4,890,000 share options were granted to key employees. On the same
day, the options which had been granted under the Group's existing
EMI share option scheme were cancelled. The CSOP scheme includes
all subsidiary companies headed by Comptoir Group PLC. The exercise price of all of the options is £0.1025 and the
term to expiration is 3 years from the date of grant, being 4 July
2018. All of the options have the same vesting conditions attached
to them.
On 21 May 2021 under the existing
CSOP, 3,245,000 share options were granted to key employees. The
CSOP scheme includes all subsidiary companies headed by Comptoir
Group PLC. The exercise price of all of the options is £0.0723 and
the term to expiration is 3 years from the date of grant, being 21
May 2021. All of the options have the same vesting conditions
attached to them.
On 17 April 2023 under the existing
CSOP, 2,900,000 share options were granted to key employees. The
CSOP scheme includes all subsidiary companies headed by Comptoir
Group PLC. The exercise price of all of the options is £0.0557 and
the term to expiration is 3 years from the date of grant, being 17
April 2026. All of the options have the same vesting conditions
attached to them.
A share-based payment charge of
£30,541 (1 January 2023: £15,377) was recognised during the year in
relation to the new scheme and this amount is included within
administrative expenses and added back in calculating adjusted
EBITDA.
|
|
31 December
2023
|
|
1 January
2023
|
|
|
Average Exercise
price
|
|
Average Exercise
price
|
|
No. of
shares
|
£
|
No. of
shares
|
£
|
CSOP
options
|
|
|
|
|
Options outstanding, beginning of
period
|
4,270,000
|
0.0874
|
6,045,000
|
0.1025
|
Granted
|
2,900,000
|
0.0557
|
-
|
0.0723
|
Cancelled
|
(450,000)
|
-
|
(1,775,000)
|
-
|
Options outstanding, end of period
|
6,720,000
|
0.0746
|
4,270,000
|
0.0874
|
Options exercisable, end of period
|
2,100,000
|
0.1025
|
2,300,000
|
0.1025
|
The Black-Scholes option pricing
model is used to estimate the fair value of options granted under
the Group's share-based compensation plan. The range of assumptions
used and the resulting weighted average fair value of options
granted at the date of grant for the Group were as
follows:
|
July 2018
|
May 2021
|
Apr 2023
|
|
On grant
date
|
On grant
date
|
On grant
date
|
Risk free rate of return
|
0.1%
|
0.39%
|
4.21%
|
Expected term
|
3
years
|
3
years
|
3
years
|
Estimated volatility
|
51%
|
64%
|
61%
|
Expected dividend yield
|
0%
|
0%
|
0%
|
Weighted average fair value of
options granted
|
£0.03527
|
£0.03050
|
£0.02511
|
|
|
|
|
Exercise price
|
0.1025
|
0.072344
|
0.05565
|
|
|
|
|
Risk free interest rate
The risk-free interest rate is based
on the UK 2-year Gilt yield.
Expected term
The expected term represents the
maximum term that the Group's share options in relation to
employees of the Group are expected to be outstanding. The expected
term is based on expectations using information
available.
Estimated volatility
The estimated volatility is the
amount by which the price is expected to fluctuate during the
period. 2,900,000 share options were granted during the current
period, the estimated volatility for the share options issued in
the period was determined based on the standard deviation of share
price fluctuations of the company.
Expected dividends
Comptoir's Board of Directors may
from time to time declare dividends on its outstanding shares. Any
determination to declare and pay dividends will be made by Comptoir
Group PLC's Board of Directors and will depend upon the Group's
results, earnings, capital requirements, financial condition,
business prospects, contractual restrictions and other factors
deemed relevant by the Board of Directors. In the event that a
dividend is declared, there is no assurance with respect to the
amount, timing or frequency of any such dividends. Based on this
uncertainty and unknown frequency, no dividend rate was used in the
assumptions to calculate the share based compensation
expense.
22. Reconciliation of profit to cash generated
from operations
|
|
|
|
31 December
2023
|
1 January
2023
|
|
£
|
£
|
|
|
|
Operating (loss)/profit for the
period
|
(720,098)
|
1,945,147
|
|
|
|
Depreciation
|
3,328,567
|
3,252,841
|
Loss on disposal of fixed
assets
|
8,940
|
8,188
|
Impairment of assets
|
107,316
|
78,266
|
Rent concessions
|
(21,062)
|
(171,856)
|
Lease modifications
|
132,786
|
-
|
Share-based payment charge
|
30,542
|
15,377
|
Provisions
|
27,059
|
-
|
|
|
|
Movements in working capital
|
|
|
Increase in inventories
|
(46,833)
|
(8,765)
|
Increase in trade and other
receivables
|
(124,655)
|
(521,065)
|
Decrease in payables and
provisions
|
(434,680)
|
(229,184)
|
Cash
from operations
|
2,287,882
|
4,368,949
|
23. Reconciliation of changes in cash to the
movement in net cash/(debt)
Net
cash/(debt):
|
31 December
2023
|
1 January
2023
|
|
£
|
£
|
|
|
|
At the beginning of the
period
|
(10,349,153)
|
(13,314,538)
|
|
|
|
Movements in the period:
|
|
|
Bank and other borrowings
|
600,000
|
600,000
|
Lease liabilities
|
3,247,143
|
3,031,097
|
Non-cash movements in the
period
|
(2,504,987)
|
(728,236)
|
Cash (outflow)/inflow
|
(2,881,566)
|
62,524
|
At
the end of the period
|
(11,888,563)
|
(10,349,153)
|
|
|
|
Represented by:
|
At 3 January
2022
|
Cash flow movements
in the period
|
Non- cash flow movements
in the period
|
At 1 January
2023
|
|
£
|
£
|
£
|
£
|
Cash and cash equivalents
|
9,867,799
|
62,524
|
-
|
9,930,323
|
Bank loans
|
(2,800,000)
|
600,000
|
-
|
(2,200,000)
|
Lease liabilities
|
(20,382,337)
|
3,031,097
|
(728,236)
|
(18,079,476)
|
|
(13,314,538)
|
3,693,621
|
(728,236)
|
(10,349,153)
|
|
|
|
|
|
|
|
|
|
|
|
At 2 January
2023
|
Cash flow movements
in the period
|
Non- cash flow movements
in the period
|
At 31 December
2023
|
|
£
|
£
|
£
|
£
|
Cash and cash equivalents
|
9,930,323
|
(2,881,566)
|
-
|
7,048,757
|
Bank loans
|
(2,200,000)
|
600,000
|
-
|
(1,600,000)
|
Lease liabilities
|
(18,079,476)
|
3,247,143
|
(2,504,987)
|
(17,337,320)
|
|
(10,349,153)
|
965,577
|
(2,504,987)
|
(11,888,563)
|
24. Financial instruments
The Group finances its operations
through equity and borrowings, with the borrowing interest subject
to 2.5% per annum over base rate.
Management pay rigorous attention to
treasury management requirements and continue to:
· ensure
sufficient committed loan facilities are in place to support
anticipated business requirements;
· ensure
the Group's debt service will be supported by anticipated cash
flows and that covenants will be complied with; and
· manage
interest rate exposure with a combination of floating rate debt and
interest rate swaps when deemed appropriate.
The Board closely monitors the
Group's treasury strategy and the management of treasury risk.
Further details of the Group's capital risk management can be found
in the report of the Directors.
Further details on the business risk
factors that are considered to affect the Group are included in the
strategic report and more specific financial risk management
(including sensitivity to increases in interest rates) are included
in the Report of the Directors. Further details on market and
economic risk and headroom against covenants are included in the
Strategic Report.
Financial assets and liabilities
Group financial
assets:
The bank loan has an interest rate
of 2.5% per annum over base rate.
|
31 December
2023
|
1 January
2023
|
|
£
|
£
|
Cash and cash equivalents
|
7,048,757
|
9,930,323
|
Trade and other
receivables
|
484,093
|
574,859
|
Total financial assets
|
7,532,850
|
10,505,182
|
|
|
|
|
|
|
Group financial
liabilities:
|
31 December
2023
|
1 January
2023
|
|
£
|
£
|
Trade and other payables excl.
corporation tax
|
4,874,343
|
5,276,259
|
Bank loan
|
600,000
|
600,000
|
Short-term financial liabilities
|
5,474,343
|
5,876,259
|
|
|
|
Bank loan
|
1,000,000
|
1,600,000
|
Long-term financial liabilities
|
1,000,000
|
1,600,000
|
Total financial liabilities
|
6,474,343
|
7,476,259
|
The maturity profile of anticipated
gross future cash flows, including interest, relating to the
Group's non-derivative financial liabilities, on an undiscounted
basis, are set out below:
|
Trade and other payables
*
|
Bank loans
|
|
£
|
£
|
As
at 1 January 2023
|
|
|
Within one year
|
6,761,763
|
600,000
|
Within two to five years
|
-
|
1,600,000
|
Total
|
6,761,763
|
2,200,000
|
|
|
|
As
at 31 December 2023
|
|
|
Within one year
|
6,354,143
|
600,000
|
Within two to five years
|
-
|
1,000,000
|
Total
|
6,354,143
|
1,600,000
|
*excluding corporation tax
Fair
value of financial assets and liabilities
All financial assets and liabilities
are accounted for at cost and the Directors consider the carrying
value to approximate their fair value.
25. Financial risk management
The Group's and Company's financial
instruments comprise investments, cash and liquid resources, and
various items, such as trade receivables and trade payables that
arise directly from its operations. The vast majority of the
Group's and Company's financial investments are denominated in
sterling.
Neither the Group nor the Company
enter into derivatives or hedging transactions. It is, and has been
throughout the period under review, the Group's and Company's
policy that no trading in financial instruments shall be
undertaken.
The main risks arising from the
Group's and Company's financial instruments are credit risk, liquidity risk, foreign currency
risk, interest rate risk and investment risk. The Group does
not have a material exposure to foreign currency risk.
The board reviews policies for
managing each of these risks, and they are summarised as
follows:
Credit Risk
Credit risk refers to the risk that
a counterparty will default on its contractual obligations
resulting in financial losses to the Group. Counterparties for cash
balances are with large established financial institutions. The
Group is exposed to credit related losses in the event of
non-performance by the financial institutions but does not expect
them to fail to meet their obligations.
As a retail business with trading
receipts settled either by cash or credit and debit cards, there is
very limited exposure from customer transactions. The Group is
exposed to credit risk in respect of commercial discounts
receivable from suppliers but the Directors believe adequate
provision has been made in respect of doubtful debts and there are
no material amounts past due that have not been provided
against.
The carrying amount of financial
assets recorded in the financial statements, net of any allowances
for losses, represents the Group's maximum exposure to credit
risk.
Liquidity
risk
The Group has built an appropriate
mechanism to manage liquidity risk of the short, medium and
long-term funding and liquidity management requirements. Liquidity
risk is managed through the maintenance of adequate cash reserves
and bank facilities by monitoring forecast and actual cash flows
and matching the maturity profiles of financial assets and
liabilities. The Group's loan facilities (as set out in
note 15), ensure
continuity of funding, provided the Group continues to meet its
covenant requirements (as detailed in the report of the
Directors).
Foreign currency
risk
The Group is not materially exposed
to changes in foreign currency rates and does not use foreign
exchange forward contracts.
Interest rate
risk
Exposure to interest rate movements
has been controlled historically through the use of floating rate
debt to achieve a balanced interest rate profile. The Group does
not currently have any interest rate swaps in place as the
continued reduction in the level of debt combined with current
market conditions results in a low level of exposure. The Group's
exposure will continue to be monitored and the use of interest rate
swaps may be considered in the future.
Investment
risk
Investment risk includes investing
in companies that may not perform as expected. The Group's
investment criteria focus on the quality of the business and the
management team of the target company, market potential
and the ability of the investment to
attain the returns required within the time horizon set for the
investment. Due diligence is undertaken on each investment. The
Group regularly reviews the investments in order to monitor the
level of risk and mitigate exposure where appropriate.
26. Lease
commitments
The Group has leases assets
including 22 restaurants and one head office location within the
United Kingdom. The Group has elected to not take the practical
expedient for short term and low values leases, therefore all
leases have been included. The remaining lease terms range from
less than one year to 18 years with an average remaining lease term
of 7 years.
Information about leases for which
the Group is a lessee is presented below:
Net
book value of right of use assets
|
31 December
2023
|
1 January
2023
|
|
|
£
|
£
|
|
Balance at 1 January
|
13,704,427
|
15,960,380
|
|
Additions
|
1,695,964
|
-
|
|
Depreciation chage
|
(2,204,357)
|
(2,166,098)
|
|
Impairment charge
|
(2,055)
|
(41,328)
|
|
Modifications
|
(185,306)
|
(48,527)
|
|
|
13,008,673
|
13,704,427
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity analysis - contractual undiscounted cash
flows
|
31 December
2023
|
1 January
2023
|
|
|
£
|
£
|
|
Within one year
|
(3,013,321)
|
(2,982,848)
|
|
More than one year
|
(19,086,768)
|
(18,763,863)
|
|
|
(22,100,089)
|
(21,746,711)
|
|
|
|
|
|
|
|
|
|
Lease liabilities included in the statement of financial
position
|
31 December
2023
|
1 January
2023
|
|
|
£
|
£
|
|
Current
|
(2,159,265)
|
(2,351,410)
|
|
Non-current
|
(15,178,055)
|
(15,728,066)
|
|
|
(17,337,320)
|
(18,079,476)
|
|
|
|
|
|
|
|
|
|
Amounts charged/(credited) in profit or loss
|
31 December
2023
|
1 January
2023
|
|
|
£
|
£
|
|
Interest on lease
liabilities
|
882,603
|
948,619
|
|
Expenses relating to variable lease
payments
|
624,812
|
444,327
|
|
Rent concessions
|
(21,062)
|
(171,856)
|
|
Lease modifications
|
132,786
|
-
|
|
|
1,619,139
|
1,221,090
|
|
|
|
|
|
|
|
|
|
Amounts recognised in statement of cash flow
|
31 December
2023
|
1 January
2023
|
|
|
£
|
£
|
|
Total cash outflow for
leases
|
3,247,143
|
3,031,097
|
|
|
3,247,143
|
3,031,097
|
|
|
|
|
|
Some site leases contained clauses
on variable lease payments where additional lease payments may be
required dependant on the revenue being generated at that
particular site. Variable lease payments ranged from 9% -15% of
revenue in excess of the existing base rent per the respective
lease agreements.
27. Related party
transactions
Remuneration in respect of key
management personnel, defined as the Directors for this purpose, is
disclosed in note 5. Further information concerning the Directors'
remuneration is provided in the Directors' remuneration
report.
During the year, the Group paid fees
to the following related parties:
|
Remuneration
|
Pension
|
Total
|
|
£
|
£
|
£
|
M Kitous
|
52,585
|
1,207
|
53,792
|
L Kitous
|
26,702
|
528
|
27,230
|
|
79,287
|
1,735
|
81,022
|
28. Subsequent events
Post year end we have the new
opening of Comptoir Libanais at Southbank and taken back the
franchise site at Cheshire Oakes.
We have also opened a new franchise
Shawa in Abu Dhabi and signed a new partnership deal with
AREAS.
29. Ultimate controlling
party
The Company has a number of
shareholders and is not under the control of any one person or
ultimate controlling party.
Parent Company accounts (under UK
GAAP)
Company balance sheet as at
31 December 2023
|
Notes
|
31 December
2023
|
1 January
2023
|
|
|
£
|
£
|
Fixed assets
|
|
|
|
Intangible assets
|
ii
|
-
|
29,134
|
Tangible assets
|
iii
|
7,994
|
10,282
|
Investments
|
iv
|
16,034
|
146,479
|
|
|
24,028
|
185,895
|
Current assets
|
|
|
|
Debtors
|
v
|
5,579,050
|
3,635,522
|
Cash and cash equivalents
|
|
-
|
54,236
|
|
|
5,579,050
|
3,689,758
|
|
|
|
|
Total assets
|
|
5,603,078
|
3,875,653
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
Creditors
|
vi
|
(5,126,321)
|
(1,501,421)
|
Borrowings
|
vii
|
(600,000)
|
(600,000)
|
|
|
(5,726,321)
|
(2,101,421)
|
|
|
|
|
Non-current liabilities
|
|
|
|
Borrowings
|
vii
|
(1,000,000)
|
(1,600,000)
|
|
|
|
|
Provisions for liabilities
|
viii
|
(906)
|
(1,238)
|
|
|
|
|
Total liabilities
|
|
(6,727,227)
|
(3,702,659)
|
|
|
|
|
Net
assets
|
|
(1,124,149)
|
172,994
|
|
|
|
|
Equity
|
|
|
|
Share capital
|
ix
|
1,226,667
|
1,226,667
|
Share premium
|
ix
|
10,050,313
|
10,050,313
|
Other reserves
|
ix
|
175,640
|
145,099
|
Retained earnings
|
ix
|
(12,576,769)
|
(11,249,085)
|
Total equity
|
|
(1,124,149)
|
172,994
|
As permitted by section 408 of the
Companies Act 2006, a separate profit and loss account has not been
presented for the holding company. During the year the Company
recorded a loss of £1,327,684 (1 January 2023: £723,588).
Remuneration of the auditor is borne by a subsidiary undertaking,
Timerest Limited.
The financial statements of Comptoir
Group Plc (company registration number 07741283) were approved by
the Board of Directors and authorised for issue on 21 May 2022 and
were signed on its behalf by:
Nick Ayerst
Chief Executive Officer
Company financial statements - under UK GAAP
Accounting policies and basis
of preparation
Basis of accounting
The financial statements for the
Company have been prepared under FRS 102 'The Financial Reporting
Standard applicable in the UK and Republic of Ireland' (FRS 102)
and the requirements of the Companies Act 2006. The Group financial
statements have been prepared under IFRS and are shown separately.
The Company financial statements have been prepared under the
historical cost convention in accordance with applicable UK
accounting standards and on the going concern basis.
This company is a qualifying entity
for the purposes of FRS 102, being a member of a group where the
parent of that group prepares publicly available consolidated
financial statements, including this Company, which are intended to
give a true and fair view of the assets, liabilities, financial
position and profit or loss of the Group. The Company has therefore
taken advantage of exemptions from the following disclosure
requirements:
•
Section 7 'Statement of Cash Flows' - Presentation
of a statement of cash flow and related notes and
disclosures;
•
Section 33 'Related Party Disclosures' -
Compensation for key management personnel.
The financial statements of the
Company are consolidated in the financial statements of Comptoir
Group Plc, which are available at the Companies House.
Going concern
The Board of Directors have, at the
time of approving the financial statements, a reasonable
expectation that the Company has adequate resources to continue in
operational existence for the foreseeable future. More details on
the going concern uncertainties are discussed in the going concern
note in the Principal Accounting Policies for the Consolidated
Financial Statements. Thus, the Board continues to adopt the going
concern basis of accounting in preparing the financial
statements.
Dividends
Equity dividends are recognised when
they become legally payable. Interim dividends are recognised when
paid. Final equity dividends are recognised when approved by the
shareholders at an annual general meeting.
Investments in subsidiaries
The consolidated financial
statements incorporate the financial statements of the Company and
entities controlled by the Group (its subsidiaries).
The results of subsidiaries acquired
or disposed of during the year are included in total comprehensive
income from the effective date of acquisition and up to the
effective date of disposal, as appropriate using accounting
policies consistent with those of the parent. All intra-group
transactions, balances, income and expenses are eliminated in full
on consolidation.
Investments are valued at cost less
any provision for impairment.
Intangible assets - Goodwill
Goodwill is the difference between
amounts paid on the acquisition of a business and the fair value of
the identifiable assets and liabilities. It is amortised to the
income statement over its economic life, which is estimated to be
ten years from the date of acquisition.
Tangible assets
Items of property, plant and
equipment are stated at cost less accumulated depreciation and
impairment losses.
Depreciation
Depreciation is charged to the
income statement on a reducing balance basis and on a straight-line
basis over the estimated useful lives of corresponding items of
property, plant and equipment:
Plant and
machinery
15% on reducing balance
Fixture, fittings and equipment
10% on reducing balance
The carrying values of plant and
equipment are reviewed at each reporting date to determine whether
there are any indications of impairment. If any such indication
exists, the assets are tested for impairment to estimate the
assets' recoverable amounts. Any impairment losses are recognised
in the statement of comprehensive income.
The assets' residual values and
useful lives are reviewed, and adjusted if appropriate, at each
statement of financial position date. Gains and losses on disposals
are determined by comparing the proceeds with the carrying amount
and are recognised within the Statement of Comprehensive
Income.
Share-based payment transactions
The share options have been
accounted for as an expense in the Company in which the employees
are employed, using a valuation based on the Black-Scholes
model.
An increase in the investment held
by the Company in the subsidiary in which the employees are
employed, with a corresponding increase in equity, is recognised in
the accounts of the Company. Information in respect of the
Company's share-based payment schemes is provided in Note 21 to the
consolidated financial statements.
The value is accounted for as a
capital contribution in relevant Group subsidiaries that employ the
staff members to whom awards of share options have been
made.
Reserves
The Company's reserves are as
follows:
· Called
up share capital represents the nominal value of the shares
issued.
· Share
premium represents amounts paid in excess of the nominal value of
shares.
· Other
reserves represent share-based payment charges recognised in
equity, and;
· Retained earnings represents cumulative profits or losses, net
of dividends paid and other adjustments.
Company financial statements - under UK GAAP
Notes to the financial
statements
i) Employee costs and
numbers
The Company has no employees. All
Group employees and Directors' remuneration are disclosed within
the Group's consolidated financial statements.
ii) Intangible assets
Goodwill
|
Total
|
|
£
|
|
|
Cost
|
|
At 3 January 2022
|
89,961
|
At 1
January 2023
|
89,961
|
|
|
Accumulated amortisation and impairment
|
|
At 3 January 2022
|
(47,851)
|
Amortisation during the
period
|
(8,996)
|
Impairment during the
period
|
(3,980)
|
At 1
January 2023
|
(60,827)
|
|
|
Net Book Value as at 2 January
2022
|
42,110
|
Net
Book Value as at 1 January 2023
|
29,134
|
|
|
|
|
Cost
|
|
At 2 January 2023
|
89,961
|
At
31 December 2023
|
89,961
|
|
|
Accumulated amortisation and impairment
|
|
At 2 January 2023
|
(60,827)
|
Amortisation during the
period
|
(7,284)
|
Impairment during the
period
|
(21,850)
|
At
31 December 2023
|
(89,961)
|
|
|
Net Book Value as at 1 January
2023
|
29,134
|
Net
Book Value as at 31 December 2023
|
-
|
ii) Intangible assets
(continued)
The intangible assets reported on
the statement of financial position consists of goodwill arising on
the acquisition on 14 December 2016 of the trade and assets of
Agushia Limited. In accordance with FRS 102, goodwill arising on
business combinations is amortised over the expected life of the
asset and is subject to an impairment review annually if the life
of the assets is indefinite or expected to be greater than 10
years, or more frequently if events or changes in circumstances
indicate that it might be impaired.
Therefore, goodwill arising on
acquisition is monitored to compare the value in use to its
carrying value. During the period an impairment charge of £21,850
(1 January 2023: £3,980) was recorded.
iii) Property, plant and
equipment
|
Leasehold Land and
buildings
|
Plant and
machinery
|
Fixture, fittings &
equipment
|
Total
|
|
£
|
£
|
£
|
£
|
Cost
|
|
|
|
|
At 3 January 2022
|
11,290
|
26,655
|
5,555
|
43,500
|
Disposals during the
period
|
(11,290)
|
-
|
-
|
(11,290)
|
At 1
January 2023
|
-
|
26,655
|
5,555
|
32,210
|
|
|
|
|
|
Accumulated depreciation and impairment
|
|
|
|
At 3 January 2022
|
(11,290)
|
(17,585)
|
(2,876)
|
(31,751)
|
Depreciation during the
period
|
-
|
(1,215)
|
(252)
|
(1,467)
|
Depreciation eliminated on
disposal
|
11,290
|
-
|
-
|
11,290
|
At 1
January 2023
|
-
|
(18,800)
|
(3,128)
|
(21,928)
|
|
|
|
|
|
Net Book Value as at 2 Janaury
2022
|
-
|
9,070
|
2,679
|
11,749
|
Net
Book Value as at 1 January 2023
|
-
|
7,855
|
2,427
|
10,282
|
|
|
|
|
|
Cost
|
|
|
|
|
At 2 January 2023
|
-
|
26,655
|
5,555
|
32,210
|
At
31 December 2023
|
-
|
26,655
|
5,555
|
32,210
|
|
|
|
|
|
Accumulated depreciation and impairment
|
|
|
|
At 2 January 2023
|
-
|
(18,800)
|
(3,128)
|
(21,928)
|
Depreciation during the
period
|
-
|
(1,920)
|
(368)
|
(2,288)
|
At
31 December 2023
|
-
|
(20,720)
|
(3,496)
|
(24,216)
|
|
|
|
|
|
Net Book Value as at 1 Janaury
2023
|
-
|
7,855
|
2,427
|
10,282
|
Net
Book Value as at 31 December 2023
|
-
|
5,935
|
2,059
|
7,994
|
iv) Investments in subsidiary
undertakings
During the period, an impairment
provision of £160,996 (1 January 2023: £nil) was recorded in
relation to capital contribution to group undertakings.
|
Shares
|
Capital
contributions
|
Total
|
|
£
|
£
|
£
|
Cost
|
|
|
|
At 2 January 2023
|
1,380
|
145,099
|
146,479
|
Share-based payment charge
|
-
|
30,541
|
30,541
|
Adjustments
|
10
|
-
|
10
|
At
31 December 2023
|
1,390
|
175,640
|
177,030
|
|
|
|
|
Impairments
|
|
|
|
For the period ended 31 December
2023
|
-
|
(160,996)
|
(160,996)
|
|
|
|
|
Net book value at 1 January
2023
|
1,380
|
145,099
|
146,479
|
Net
book value at 31 December 2023
|
1,390
|
14,644
|
16,034
|
v) Debtors
During the period, an impairment
provision of £697,639 (1 January 2023: £590,282) was recorded in
relation to amounts receivable from group undertakings.
|
31 December
2023
|
1 January
2023
|
|
£
|
£
|
|
|
|
Other debtors
|
3,606
|
3,606
|
Amounts receivable from group
undertakings
|
5,575,444
|
3,631,916
|
Total
|
5,579,050
|
3,635,522
|
|
|
|
Amounts falling due after more than one
year:
|
|
|
|
|
|
Deferred tax asset
|
-
|
-
|
Total
|
5,579,050
|
3,635,522
|
|
|
|
vi) Creditors
|
31 December
2023
|
1 January
2023
|
|
£
|
£
|
Bank overdrafts
|
19,935
|
-
|
Trade creditors
|
21,012
|
-
|
Other creditors
|
1,479
|
1,470
|
Amounts due to group
undertakings
|
5,052,910
|
1,477,451
|
Accruals
|
30,985
|
22,500
|
Total
|
5,126,321
|
1,501,421
|
|
|
|
vii) Borrowings
The bank loan relates to a £3m
Coronavirus Business Interruption Loan Scheme ("CBILS")
loan.
The CBILS loan is secured by way of
fixed charges over the assets of various Group companies. The CBIL
loan of £1,600,000 represent amounts repayable within one year of
£600,000 (1 January 2023: £600,000) and £1,000,000 (1 January 2023:
£1,600,000) repayable in more than one year. The bank loan has a
six-year term with maturity date in 2026. The loan has an initial
interest free period of 12 months followed by a rate of interest of
2.5% over the Bank base rate.
|
31 December
2023
|
1 January
2023
|
Amounts falling due within one year:
|
£
|
£
|
|
|
|
Bank loans
|
600,000
|
600,000
|
Total borrowings
|
600,000
|
600,000
|
|
|
|
Amounts falling due after more than one
year:
|
|
|
|
|
|
Bank loans
|
1,000,000
|
1,600,000
|
Total borrowings
|
1,000,000
|
1,600,000
|
viii) Provisions
|
|
Deferred tax recognised in balance sheet:
|
Total
|
|
£
|
Deferred tax liabilities:
|
|
Brought forward
|
(1,047)
|
Charge/(credit) to profit or
loss
|
1,953
|
Total
|
906
|
|
|
ix) Share capital and
reserves
|
Share
capital
|
Share
premium
|
Other
reserves
|
Retained
earnings
|
Total
|
|
£
|
£
|
£
|
£
|
£
|
|
|
|
|
|
|
At 3 January
2022
|
1,226,667
|
10,050,313
|
129,722
|
(10,525,497)
|
881,205
|
Share-based payment charge
|
-
|
-
|
15,377
|
-
|
15,377
|
Total
comprehensive loss for the period
|
-
|
-
|
-
|
(723,588)
|
(723,588)
|
At 1 January
2023
|
1,226,667
|
10,050,313
|
145,099
|
(11,249,085)
|
172,994
|
|
|
|
|
|
|
|
|
|
|
|
|
At 2 January
2023
|
1,226,667
|
10,050,313
|
145,099
|
(11,249,085)
|
172,994
|
Share-based payment charge
|
-
|
-
|
30,541
|
-
|
30,541
|
Total
comprehensive loss for the period
|
-
|
-
|
-
|
(1,327,684)
|
(1,327,684)
|
At 31 December
2023
|
1,226,667
|
10,050,313
|
175,640
|
(12,576,769)
|
(1,124,149)
|
x) Related party
transactions
The Company has taken advantage of
the exemption in FRS 102 and has not disclosed transactions entered
into between members of the Group.
xi) Subsequent events
Details of subsequent events are
discussed in note 28 to the Group financial statements.
xii) Ultimate controlling party
The Company has no ultimate
controlling party.