Company Registration No. 05762290 (England and Wales)
AZUR LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
PAGES FOR FILING WITH REGISTRAR
AZUR LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 11
AZUR LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2021
31 December 2021
- 1 -
2021
2020
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
3
1,666,399
2,170,778
Investments
4
1,964,057
119,929
3,630,456
2,290,707
Current assets
Stocks
291,626
306,634
Debtors
6
2,872,047
1,088,144
Cash at bank and in hand
7,003,187
883,422
10,166,860
2,278,200
Creditors: amounts falling due within one year
7
(16,243,277)
(1,878,023)
Net current (liabilities)/assets
(6,076,417)
400,177
Total assets less current liabilities
(2,445,961)
2,690,884
Creditors: amounts falling due after more than one year
8
(208,877)
Provisions for liabilities
(169,480)
Net (liabilities)/assets
(2,654,838)
2,521,404
Capital and reserves
Called up share capital
215,054
215,054
Profit and loss reserves
(2,869,892)
2,306,350
Total equity
(2,654,838)
2,521,404
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 24 November 2021 and are signed on its behalf by:
N Budzynski
Director
Company Registration No. 05762290
AZUR LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 2 -
Share capital
Profit and loss reserves
Total
£
£
£
As restated for the period ended 31 August 2020:
Balance at 1 September 2019
215,054
2,002,304
2,217,358
Year ended 31 August 2020:
Profit and total comprehensive income for the year
-
304,046
304,046
Balance at 31 August 2020
215,054
2,306,350
2,521,404
Period ended 31 December 2021:
Loss and total comprehensive income for the period
-
(5,176,242)
(5,176,242)
Balance at 31 December 2021
215,054
(2,869,892)
(2,654,838)
AZUR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 3 -
1
Accounting policies
Company information
Azur Limited is a private company limited by shares incorporated in England and Wales. The registered office is 5 Market Yard Mews, 194-204 Bermondsey Street, London, United Kingdom, SE1 3TQ.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
The directors have considered the current financial position of the company. During the period the company continued to be affected by the Covid-19 pandemic. The restaurant has followed the guidelines announced by the UK government as part of their emergency procedures and has been closed or trading at a reduced capacity during periods of restrictions during 2021. However, at the date of approval of these financial statements the entity is trading without restrictions and the directors do not anticipate any further restrictions on the capacity of the restaurant in the future.true
During the pandemic, the directors made use of the available schemes provided by the government to support the company and actively managed the resources of the company. Based on this, and the committed support of the shareholders and group companies operating overseas, the directors expect the company to have sufficient resources to continue trading and meet its liabilities for at least 12 months from the date of approval of these financial statements. Therefore the directors have continued to adopt the going concern basis in these financial statements
1.3
Reporting period
The accounts relate to 16 months from 1 September 2020 to 31 December 2021. The comparative figures relate to year ended 31 August 2020.
1.4
Turnover
Turnover represents the sale of food and drinks in the restaurant and management fees, net of VAT.
The sale of food and drinks is recognised as revenue at the point of sale.
Management fees are recognised based on the agreed percentage on the sales as per the licence agreement between the group entities.
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
AZUR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 4 -
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Short Term Leasehold Property
Over the period of lease
Leasehold improvements
12.5% straight line
Kitchen equipment
25% straight line
Fixtures and fittings
12.5 - 25% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.6
Fixed asset investments
Interests in subsidiariess are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
1.8
Stocks
Stocks are stated at the lower of cost and estimated selling price. The cost of stock includes the purchase of food, beverages and tobacco products.
1.9
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks.
1.10
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
AZUR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 5 -
Basic financial liabilities
Basic financial liabilities, including creditors, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.11
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.13
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
Government grants
Government grants, which includes amount received under the Coronavirus Job Retention Scheme, are recognised at the fair value of the grant received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received. The income is recognised in the other income on a systematic basis over the periods in which the associated costs are incurred, using the accrual model.
AZUR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 6 -
1.16
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2021
2020
Number
Number
Total
51
69
3
Tangible fixed assets
Short Term Leasehold Property
Leasehold improvements
Kitchen equipment
Fixtures and fittings
Total
£
£
£
£
£
Cost
At 1 September 2020
442,943
267,019
1,351,599
2,284,825
4,346,386
Additions
18,252
215,861
234,113
At 31 December 2021
442,943
267,019
1,369,851
2,500,686
4,580,499
Depreciation and impairment
At 1 September 2020
163,581
245,616
696,260
1,070,151
2,175,608
Depreciation charged in the period
29,530
4,077
184,618
520,267
738,492
At 31 December 2021
193,111
249,693
880,878
1,590,418
2,914,100
Carrying amount
At 31 December 2021
249,832
17,326
488,973
910,268
1,666,399
At 31 August 2020
279,362
21,403
655,339
1,214,674
2,170,778
4
Fixed asset investments
2021
2020
£
£
Shares in group undertakings and participating interests
1,964,057
119,929
AZUR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
4
Fixed asset investments
(Continued)
- 7 -
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 September 2020
119,929
Additions
1,844,128
At 31 December 2021
1,964,057
Carrying amount
At 31 December 2021
1,964,057
At 31 August 2020
119,929
5
Subsidiaries
Details of the company's subsidiaries at 31 December 2021 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Azur Management Service, Inc ("AMS")
USA
Ordinary
100.00
-
La Petite Maison Restaurants LLC
USA
Ordinary
0
100.00
On December 21, 2021, a restructuring occurred wherein La Petite Maison Restaurant Ltd. (Dubai, UAE) acquired the entire share of Azur Limited. As a part of this restructuring, the company’s ownership percentage of Azur Management Services, Inc. (“AMS”) increased from 90% to 100% and AMS acquired 100% ownership interest of La Petite Maison Restaurants LLC (USA).
6
Debtors
2021
2020
Amounts falling due within one year:
£
£
Trade debtors
112,407
127,104
Corporation tax recoverable
596,893
110,172
Amounts owed by group undertakings
637,927
Other debtors
371,598
674,095
Prepayments and accrued income
179,808
176,773
1,898,633
1,088,144
AZUR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
6
Debtors
(Continued)
- 8 -
2021
2020
Amounts falling due after more than one year:
£
£
Other debtors
90,600
Deferred tax asset (note 9)
882,814
973,414
Total debtors
2,872,047
1,088,144
7
Creditors: amounts falling due within one year
2021
2020
£
£
Trade creditors
516,591
365,421
Amounts owed to group undertakings
8,241,235
Taxation and social security
63,594
161,555
Other creditors
6,343,483
1,248,537
Accruals and deferred income
1,078,374
102,510
16,243,277
1,878,023
8
Creditors: amounts falling due after more than one year
2021
2020
£
£
Other creditors
208,877
9
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
Assets
Assets
2021
2020
2021
2020
Balances:
£
£
£
£
Deferred tax liabilities/assests
-
169,480
882,814
-
AZUR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
9
Deferred taxation
(Continued)
- 9 -
2021
Movements in the period:
£
Liability at 1 September 2020
169,480
Credit to profit or loss
(1,052,294)
Asset at 31 December 2021
(882,814)
The deferred tax asset set out above is expected to reverse between two to three years and was recognised based on the anticipated future use of tax losses carried forward by the company.
10
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was qualified and the auditor reported as follows:
We have audited the financial statements of Azur Limited (the 'company') for the period ended 31 December 2021 which comprise , the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion, except for the effects of the matter described in the Basis for Qualified Opinion paragraph the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2021 and of its loss for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for qualified opinion
We were not appointed as auditor of the company until after 31 December 2021 and thus did not observe the counting of physical stock at the end of the reporting period. We were unable to satisfy ourselves by alternative means concerning the stock quantities of £291,626 held at 31 December 2021 by using other audit procedures. Consequently we were unable to determine whether any adjustment to this amount was necessary or whether there was any consequential effect on cost of sales for the period ended 31 December 2021.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
The senior statutory auditor was Russell Nathan.
The auditor was HW Fisher LLP.
AZUR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 10 -
11
Operating lease commitments
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2021
2020
£
£
Within one year
537,158
518,474
Between two and five years
1,349,502
1,238,689
In over five years
5,708,875
3,996,000
7,595,535
5,753,163
AZUR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 11 -
12
Prior period adjustment
During the prior period the company obtained a loan of $1,500,000, which was included in other creditors at £1,216,739. This loan should have been stated at 31 August 2020 at its translated amount using the closing rate. A prior period adjustment has therefore been made to state the loan at £1,121,244, which resulted in a reduction in other creditors due within one year of £95,494 and an increase in profit and loss reserves of £95,494.
Changes to the balance sheet
As previously reported
Adjustment
As restated at 31 Aug 2020
£
£
£
Creditors due within one year
Other creditors
(1,344,031)
95,494
(1,248,537)
Capital and reserves
Profit and loss
2,210,856
95,494
2,306,350
13
Parent company
On 21 December 2021, La Petite Maison Restaurants Limited became the immediate parent company. The company is registered in Dubai. The registered office address for the immediate parent company is Gate Village 08 DIFC, PO Box 506711, Dubai, United Arab Emirates.
On the same date, Trends Limited became the ultimate parent company. The registered office of Trends Limited is Riyadh, King Fahad Road Area, Olaya, King Faisal Foundation Tower.
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