ACCOUNTS - Final Accounts preparation


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Registered number: 10604533









Mowgli Street Food Group Limited









Annual report and financial statements

For the year ended 31 July 2022

 
Mowgli Street Food Group Limited
 
 
Company Information


Directors
K Jones 
N S Katona 
M Peck 
J P Dib (appointed 27 January 2023)
R Rowland (appointed 27 January 2023)




Company secretary
M Peck



Registered number
10604533



Registered office
18 Queen Avenue
Castle Street

Liverpool

L2 4TX




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

Lancashire Gate

21 Tiviot Dale

Stockport

SK1 1TD





 
Mowgli Street Food Group Limited
 

Contents



Page
Group strategic report
 
1 - 2
Directors' report
 
3 - 4
Independent auditors' report
 
5 - 8
Consolidated statement of comprehensive income
 
9
Consolidated balance sheet
 
10
Company balance sheet
 
11
Consolidated statement of changes in equity
 
12
Company statement of changes in equity
 
13
Consolidated statement of cash flows
 
14 - 15
Consolidated analysis of net debt
 
16
Notes to the financial statements
 
17 - 36


 
Mowgli Street Food Group Limited
 
 
Group strategic report
For the year ended 31 July 2022

Introduction
 
The directors present the strategic report for the year ended 31st July 2022.

Business review
 
The Group enjoyed a strong year following 2 years heavily impacted by Covid-19 and associated trading restrictions. A full year of trade saw turnover increase by 214% to £26.9m (2021: £8.6m) driven by 4 new openings in the financial year and strong underlying sales growth from the existing estate, following the lifting of all COVID-19 restrictions. The group operated 15 restaurants across the country at year end with leases secured or in negotiation for further openings in the coming years.
Adjusted EBITDA, which excludes exceptional and one-off costs related to the opening of new restaurants was £3.3m (2021: £0.6m). 
Net debt (borrowings less cash at bank and in hand) stood at £4.8m, an increase of £1.6m on prior year due to reduced cash at year end due to working capital requirements, and £0.1m increase in bank loans.
Net assets were £5.7m at year end (2021: £5.1m). This is a result of £2.3m increase to fixed assets across the estate mainly due to four new openings which was offset by a reduction in cash of £1.5m due to working capital requirements at year end. 

Principal risks and uncertainties
 
Covid-19 
The risks of Covid-19 continue to be monitored. The company has modelled multiple scenarios for the next 24 months and is confident in its ability to maintain sufficient cash to meet its liabilities throughout.
Economic and market risks 
Whilst considerable uncertainty remains around the broader economic outlook for the UK, the Group believes that through delivery of an excellent and consistent offer, a compelling value proposition and effective management control it can withstand market pressures.
Energy Costs
Higher energy costs in the UK market has led to an increase in overheads across the Group. A fixed contract has been secured to avoid large fluctuations in cost month by month. Further, measures have been put in place to reduce our energy consumption where possible in our commitment to sustainability. 
Brexit
The Group has felt no material direct adverse impact due to Brexit to date, however, it continues to work closely with its supply chain partners to mitigate future risks both from a cost and availability point of view.
Health & Safety 
The Group places the upmost importance of the safety of the food served in restaurants and the general health and safety of both employees and customers, a priority further highlighted by the current risks due to the pandemic. The Group has worked closely with local authorities and health and safety experts to ensure the best processes and standards are always in place across the Group. Regular external audits are conducted to ensure standards are always met.
Liquidity risk
The Group monitors cash flow as part of its daily control procedures to ensure appropriate liquidity is available. Cashflows are stress tested to ensure the ability of Group to withstand future shocks.

Page 1

 
Mowgli Street Food Group Limited
 

Group strategic report (continued)
For the year ended 31 July 2022

Financial key performance indicators
 
The financial performance of the Group is measured using several key performance indicators (KPIs), including turnover, adjusted EBITDA and adjusted EBITDA margin.

Other key performance indicators
 
Management continues to monitor both financial and non-financial KPIs on an on-going basis. Non-financial KPIs include food safety standards, staff turnover and engagement, customer feedback, natural resource consumption, consistency of operational standards and engagement with charitable partners.


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



................................................
N S Katona
Director

Date: 26 April 2023

Page 2

 
Mowgli Street Food Group Limited
 
 
 
Directors' report
For the year ended 31 July 2022

The directors present their report and the financial statements for the year ended 31 July 2022.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £521,180 (2021 - loss £2,767,942).

The directors do not recommend the payment of a final dividend.

Directors

The directors who served during the year were:

C Alvarez (resigned 26 August 2022)
K Jones 
N S Katona 
M Peck 
M Smith (resigned 27 January 2023)

Future developments

The group remains committed to its purpose of enriching lives in the cities in which it trades, starting with the lives of its teams. The Group aims to create nourished, purposeful and fulfilled teams and was proud to be placed 16th in the 2022 100 Best Large Companies to work for and third best Hospitality business to work for. Charitable work is also a central pillar and to date £1.1m has been raised for partner local and international charities through customer donations and company events. 

Page 3

 
Mowgli Street Food Group Limited
 
 
 
Directors' report (continued)
For the year ended 31 July 2022

Engagement with employees

The Group's policy is to consult its teams on all matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.
There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

Disabled employees

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Disclosure of information to auditors

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

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

Post balance sheet events

Following the year end, the Group received private equity investment from TriSpan RS, who became majority shareholder. As a result of the investment, loan notes due to Foresight VCT plc and bank loan with NatWest was repaid and Preference shares were converted to Ordinary shares.

Auditors

The auditorsHurst Accountants Limitedand will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





................................................
N S Katona
Director

Date: 26 April 2023

Page 4

 
Mowgli Street Food Group Limited
 
 
 
Independent auditors' report to the members of Mowgli Street Food Group Limited
 

Opinion


We have audited the financial statements of Mowgli Street Food Group Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 July 2022, which comprise the Group Statement of comprehensive income, the Group and Company Balance sheets, the Group Statement of cash flows, the Group and Company Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 July 2022 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


Other information


The other information comprises the information included in the Annual Report other than the financial statements and  our Auditors' report thereon.  The directors are responsible for the other information contained within the Annual Report.  Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.  If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves.  If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 5

 
Mowgli Street Food Group Limited
 
 
 
Independent auditors' report to the members of Mowgli Street Food Group Limited (continued)


Opinion on other matters prescribed by the Companies Act 2006
 

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


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


Matters on which we are required to report by exception
 

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


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


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


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Auditors' responsibilities for the audit of the financial statements
 

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


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

 
Page 6

 
Mowgli Street Food Group Limited
 
 
 
Independent auditors' report to the members of Mowgli Street Food Group Limited (continued)


Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
 
The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
The outcome of enquiries of local management and parent company management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud. 
Supporting documentation relating to the Company's policies and procedures for:
°Identifying, evaluating, and complying with laws and regulations
°Detecting and responding to the risks of fraud
The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, Coronavirus Job Retention Scheme, the Food Hygiene Regulations 2006, and Anti-bribery and Corruption.
 
Audit response to risks identified
Our procedures to respond to the risks identified included the following:
 
Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
Evaluation and testing of the operating effectiveness of management’s controls designed to prevent and detect irregularities.
Enquiring of management about any actual and potential litigation and claims.
Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.
 
We have also considered the risk of fraud through management override of controls by:
 
Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.
Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
 
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them.  Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
 
Page 7

 
Mowgli Street Food Group Limited
 
 
 
Independent auditors' report to the members of Mowgli Street Food Group Limited (continued)




A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Mike Jackson (Senior statutory auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors
Lancashire Gate
21 Tiviot Dale
Stockport
SK1 1TD

27 April 2023
Page 8

 
Mowgli Street Food Group Limited
 
 
Consolidated statement of comprehensive income
For the year ended 31 July 2022

As restated
2022
2021
Note
£
£

  

Turnover
 4 
26,877,190
8,577,346

Cost of sales
  
(6,958,449)
(1,961,182)

Gross profit
  
19,918,741
6,616,164

Administrative expenses
  
(18,959,086)
(11,688,629)

Exceptional administrative expenses
 12 
(249,905)
(352,641)

Other operating income
 5 
81,445
2,736,287

Operating profit/(loss)
 6 
791,195
(2,688,819)

Interest payable and similar expenses
 10 
(400,078)
(264,497)

Profit/(loss) before taxation
  
391,117
(2,953,316)

Tax on profit/(loss)
 11 
130,063
185,374

Profit/(loss) for the financial year
  
521,180
(2,767,942)

Profit/(loss) for the year attributable to:
  

Owners of the parent Company
  
521,180
(2,767,942)

There were no recognised gains and losses for 2022 or 2021 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2022 (2021:£NIL).

The notes on pages 17 to 36 form part of these financial statements.

Page 9

 
Mowgli Street Food Group Limited
Registered number: 10604533

Consolidated balance sheet
As at 31 July 2022

As restated
2022
2021
Note
£
£

Fixed assets
  

Intangible assets
 13 
6,278,748
7,544,386

Tangible assets
 14 
9,116,968
5,620,759

  
15,395,716
13,165,145

Current assets
  

Stocks
 16 
155,085
88,106

Debtors: amounts falling due after more than one year
 17 
232,694
232,694

Debtors: amounts falling due within one year
 17 
1,604,879
833,196

Cash at bank and in hand
 18 
448,353
1,929,330

  
2,441,011
3,083,326

Creditors: amounts falling due within one year
 19 
(6,494,314)
(6,934,597)

Net current liabilities
  
 
 
(4,053,303)
 
 
(3,851,271)

Total assets less current liabilities
  
11,342,413
9,313,874

Creditors: amounts falling due after more than one year
 20 
(5,686,977)
(4,239,740)

Net assets
  
5,655,436
5,074,134


Capital and reserves
  

Called up share capital 
 23 
10,372
10,372

Share premium account
 24 
12,577,117
12,577,117

Share based payment reserve
 24 
418,782
358,660

Profit and loss account
 24 
(7,350,835)
(7,872,015)

Equity attributable to owners of the parent Company
  
5,655,436
5,074,134


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

................................................
N S Katona
Director

Date: 26 April 2023

The notes on pages 17 to 36 form part of these financial statements.

Page 10

 
Mowgli Street Food Group Limited
Registered number: 10604533

Company balance sheet
As at 31 July 2022

As restated
2022
2021
Note
£
£

Fixed assets
  

Investments
 15 
13,362,381
13,362,381

Current assets
  

Debtors: amounts falling due after more than one year
 17 
1,604,293
1,793,889

Debtors: amounts falling due within one year
 17 
351,954
85,331

  
1,956,247
1,879,220

Creditors: amounts falling due within one year
 19 
(79,974)
(53,624)

Net current assets
  
 
 
1,876,273
 
 
1,825,596

Total assets less current liabilities
  
15,238,654
15,187,977

Creditors: amounts falling due after more than one year
 20 
(2,719,954)
(2,537,906)

Net assets
  
12,518,700
12,650,071


Capital and reserves
  

Called up share capital 
 23 
10,372
10,372

Share premium account
 24 
12,577,117
12,577,117

Other reserves
 24 
418,782
358,660

Profit and loss account brought forward
  
(296,078)
26,830

Loss for the year
  
(191,493)
(322,908)

Profit and loss account carried forward
  
(487,571)
(296,078)

  
12,518,700
12,650,071


The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


................................................
N S Katona
Director

Date: 26 April 2023

The notes on pages 17 to 36 form part of these financial statements.

Page 11

 
Mowgli Street Food Group Limited
 

Consolidated statement of changes in equity
For the year ended 31 July 2022


Called up share capital
Share premium account
Share-based payment reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 August 2020 (as previously stated)
10,372
12,577,117
681,721
(5,534,732)
7,734,478

Prior year adjustment
-
-
(430,659)
430,659
-


At 1 August 2020 (as restated)
10,372
12,577,117
251,062
(5,104,073)
7,734,478


Comprehensive income for the year

Loss for the year
-
-
-
(2,767,942)
(2,767,942)

Share based payment
-
-
107,598
-
107,598



At 1 August 2021 (as previously stated)
10,372
12,577,117
-
(8,557,065)
4,030,424

Prior year adjustment
-
-
358,660
685,050
1,043,710


At 1 August 2021 (as restated)
10,372
12,577,117
358,660
(7,872,015)
5,074,134


Comprehensive income for the year

Profit for the year
-
-
-
521,180
521,180

Share based payment
-
-
60,122
-
60,122


At 31 July 2022
10,372
12,577,117
418,782
(7,350,835)
5,655,436


The notes on pages 17 to 36 form part of these financial statements.

Page 12

 
Mowgli Street Food Group Limited
 

Company statement of changes in equity
For the year ended 31 July 2022


Called up share capital
Share premium account
Share-based payment reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 August 2020 (as previously stated)
10,372
12,577,117
681,721
(403,829)
12,865,381

Prior year adjustment (note 27)
-
-
(430,659)
430,659
-


At 1 August 2020 (as restated)
10,372
12,577,117
251,062
26,830
12,865,381


Comprehensive income for the year

Loss for the year
-
-
-
(322,908)
(322,908)

Share based payment
-
-
107,598
-
107,598



At 1 August 2021 (as previously stated)
10,372
12,577,117
-
(981,128)
11,606,361

Prior year adjustment
-
-
358,660
685,050
1,043,710


At 1 August 2021 (as restated)
10,372
12,577,117
358,660
(296,078)
12,650,071


Comprehensive income for the year

Loss for the year
-
-
-
(191,493)
(191,493)

Share based payment
-
-
60,122
-
60,122


At 31 July 2022
10,372
12,577,117
418,782
(487,571)
12,518,700


The notes on pages 17 to 36 form part of these financial statements.

Page 13

 
Mowgli Street Food Group Limited
 

Consolidated statement of cash flows
For the year ended 31 July 2022

As restated
2022
2021
£
£

Cash flows from operating activities

Profit/(loss) for the financial year
521,180
(2,767,942)

Adjustments for:

Amortisation of intangible assets
1,277,490
1,279,265

Depreciation of tangible assets
971,733
1,144,907

Loss on disposal of tangible assets
376,060
11,180

Interest paid
400,078
264,497

Taxation charge
(130,063)
(185,374)

(Increase) in stocks
(66,979)
(21,431)

(Increase) in debtors
(641,620)
(90,068)

Increase in creditors
856,194
2,082,114

Share based payment expense
60,122
107,598

Net cash generated from operating activities

3,624,195
1,824,746


Cash flows from investing activities

Purchase of intangible fixed assets
(11,852)
(698)

Purchase of tangible fixed assets
(4,855,854)
(1,351,956)

Sale of tangible fixed assets
-
300

Transfers of tangible fixed assets
11,852
-

Net cash from investing activities

(4,855,854)
(1,352,354)

Cash flows from financing activities

New secured loans
580,085
-

Repayment of loans
(522,510)
(14,016)

Debt issue costs
22,348
-

Interest paid
(400,078)
(264,497)

Net cash used in financing activities
(320,155)
(278,513)

Net (decrease)/increase in cash and cash equivalents
(1,551,814)
193,879

Cash and cash equivalents at beginning of year
1,929,330
1,735,451

Cash and cash equivalents at the end of year
377,516
1,929,330
Page 14

 
Mowgli Street Food Group Limited
 

Consolidated statement of cash flows (continued)
For the year ended 31 July 2022

As restated

2022
2021

£
£



Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
448,353
1,929,330

Bank overdrafts
(70,837)
-

377,516
1,929,330


The notes on pages 17 to 36 form part of these financial statements.

Page 15

 
Mowgli Street Food Group Limited
 

Consolidated analysis of net debt
For the year ended 31 July 2022





At 1 August 2021
Cash flows
Other non-cash changes
At 31 July 2022
£

£

£

£

Cash at bank and in hand

1,929,330

(1,480,977)

-

448,353

Bank overdrafts

-

(70,837)

-

(70,837)

Debt due after 1 year

(3,276,485)

(1,265,189)

(22,348)

(4,564,022)

Debt due within 1 year

(1,881,146)

1,207,594

-

(673,552)


(3,228,301)
(1,609,409)
(22,348)
(4,860,058)

The notes on pages 17 to 36 form part of these financial statements.

Page 16

 
Mowgli Street Food Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 July 2022

1.


General information

Mowgli Street Food Group Limited is a private company limited by shares incorporated in Engalnd and Wales. The address of the registered office is 18 Queen Avenue, Castle Street, Liverpool, L2 4TX, company number 10604533.
The nature of the Company's operation and principal activity is that of a holding Company. The principal activity of the Group is the operation of Indian street food restaurants.
The Consolidated Financial Statements of the Company as at and for the year ended 31st July 2022 and the comparative year ended 31st July 2021 comprise the Company and its subsidiaries (together referred to as the "Group").

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Revenue

Revenue is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business and is shown net of VAT and other sales related taxes.

Page 17

 
Mowgli Street Food Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 July 2022

2.Accounting policies (continued)

 
2.4

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

The Group has taken advantage of the optional exemption available on transition to FRS 102 which allows lease incentives on leases entered into before the date of transition to the standard, being, 01 August 2020 to continue to be charged over the period to the first market rent review rather than the term of the lease.

 
2.5

Government grants

Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.

 
2.6

Finance costs

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

 
2.7

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 18

 
Mowgli Street Food Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 July 2022

2.Accounting policies (continued)

 
2.9

Share based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

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

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

 
2.11

Exceptional items

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

Page 19

 
Mowgli Street Food Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 July 2022

2.Accounting policies (continued)

 
2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Trademarks
-
5-10 years

 
2.13

Tangible fixed assets

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

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property
-
straight line over the life of the lease
Plant and machinery
-
5-10 years straight line
Fixtures and fittings
-
5-10 years straight line
Computer equipment
-
3 years straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

At 1st June 2021, management reviewed the useful lives of tangible fixed assets and determined the depreciation for plant and machinery should be changed to 5-10 years straight line, leasehold improvements to straight line over the life of the lease, fixture and fittings to 5-10 years straight line, and computers to 3 years straight line, all of which were previously depreciated at 25% reducing balance.

Page 20

 
Mowgli Street Food Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 July 2022

2.Accounting policies (continued)

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.15

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. 
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. 
In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.18

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.19

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

 
2.20

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance sheet.

Page 21

 
Mowgli Street Food Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 July 2022

2.Accounting policies (continued)

 
2.21

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.

Investments in non-derivative instruments that are equity to the issuer are measured:
at fair value with changes recognised in the Consolidated statement of comprehensive income if the shares are publicly traded or their fair value can otherwise be measured reliably;
at cost less impairment for all other investments.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated statement of comprehensive income.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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.

 
2.22

Dividends

Dividends on shares recognised as liabilities are recognised as expenses and classified within interest payable.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make significant judgements and estimates that affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the period. Actual outcomes may differ from these judgements, estimates and assumptions. 
The directors believe that judgements, estimates and assumptions do not have a significant risk of causing a material difference to the carrying amounts of the assets and liabilities within the next financial year. 

Page 22

 
Mowgli Street Food Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 July 2022

4.


Turnover

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


2022
2021
£
£

Restaurant sales
26,877,190
8,577,346


All turnover arose within the United Kingdom.


5.


Other operating income

2022
2021
£
£

Government grants receivable
81,445
2,736,287


Government grants receivable relate to amounts received under the Coronavirus Job Retention Scheme and Business Rates Relief Scheme.


6.


Operating profit/(loss)

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

As restated
2022
2021
£
£

Profit/(loss) on disposal
376,060
11,180

Other operating lease rentals
1,241,434
1,081,560

Share based payment
59,472
107,793


7.


Auditors' remuneration

2022
2021
£
£


Fees payable to the Group's auditor and its associates for the audit of the Group's annual financial statements
7,500
7,500


Fees payable to the Group's auditor and its associates in respect of:


Audit of subsidiary
10,100
10,100

Taxation compliance services
1,900
1,900

12,000
12,000

Page 23

 
Mowgli Street Food Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 July 2022

8.


Employees

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


Group
Group
2022
2021
£
£

Wages and salaries
10,041,091
5,862,572

Social security costs
760,346
320,124

Cost of defined contribution scheme
228,851
101,606

11,030,288
6,284,302


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



Group
Group
Company
Company
        2022
        2021
        2022
        2021
            No.
            No.
            No.
            No.









Directors
3
3
3
3



Head office
26
23
-
-



Restaurant staff
604
384
-
-

633
410
3
3


9.


Directors' remuneration

2022
2021
£
£

Directors' emoluments
492,585
209,409

Group contributions to defined contribution pension schemes
4,073
2,631

496,658
212,040


During the year retirement benefits were accruing to 3 directors (2021 - 3) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £276,534 (2021 - £156,399).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,431 (2021 - £1,316).

Page 24

 
Mowgli Street Food Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 July 2022

10.


Interest payable and similar expenses

2022
2021
£
£


Bank interest payable
191,680
56,099

Loans from group undertakings
159,700
159,700

Preference share dividends
26,350
26,350

Other interest payable
22,348
22,348

400,078
264,497


11.


Taxation


2022
2021
£
£

Corporation tax


Current tax on profits for the year
(212)
-


Total current tax
(212)
-

Deferred tax


Origination and reversal of timing differences
(129,851)
(185,374)

Total deferred tax
(129,851)
(185,374)


Taxation on loss on ordinary activities
(130,063)
(185,374)
Page 25

 
Mowgli Street Food Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 July 2022
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2021 - higher than) the standard rate of corporation tax in the UK of 19% (2021 - 19%). The differences are explained below:

2022
2021
£
£


Profit/(loss) on ordinary activities before tax
391,117
(2,953,316)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)
74,312
(561,130)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
241,146
241,146

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
52,925
53,205

Capital allowances for year in excess of depreciation
-
5,246

Change in tax rates
(89,793)
-

Short-term timing difference leading to an increase (decrease) in taxation
(284,569)
76,159

Super deduction
(124,084)
-

Total tax charge for the year
(130,063)
(185,374)


Factors that may affect future tax charges

The main rate of corporation tax is due to increase to 25% in the tax year commencing 1st April 2023 for companies where profits exceed £250,000. A tapered rate will be introduced for profits above £50,000 up to the £250,000 limit.


12.


Exceptional items

2022
2021
£
£


Head office restructuring costs
249,905
212,831

Non-executive management fees
-
139,810

249,905
352,641

Exceptional costs relate to the restructure of the head office function in 2021 and 2022 and non-executive management fees.

Page 26

 
Mowgli Street Food Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 July 2022

13.


Intangible assets

Group





Trademarks
Goodwill
Total

£
£
£



Cost


At 1 August 2021
55,894
12,691,883
12,747,777


Additions - internal
11,852
-
11,852



At 31 July 2022

67,746
12,691,883
12,759,629



Amortisation


At 1 August 2021
22,738
5,180,653
5,203,391


Charge for the year
8,302
1,269,188
1,277,490



At 31 July 2022

31,040
6,449,841
6,480,881



Net book value



At 31 July 2022
36,706
6,242,042
6,278,748



At 31 July 2021
33,156
7,511,230
7,544,386

Amortisation of intangible assets in included in administrative expenses.



Page 27

 
Mowgli Street Food Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 July 2022

14.


Tangible fixed assets

Group






Long-term leasehold property
Assets under construction
Plant and machinery
Fixtures and fittings
Computer equipment
Total

£
£
£
£
£
£



Cost or valuation


At 1 August 2021
5,118,401
1,029,134
1,377,772
1,891,744
431,754
9,848,805


Additions
-
4,844,002
-
-
-
4,844,002


Disposals
(622,271)
-
(138,206)
(47,068)
(21,869)
(829,414)


Transfers between classes
3,351,884
(5,115,919)
437,050
1,101,622
225,363
-



At 31 July 2022

7,848,014
757,217
1,676,616
2,946,298
635,248
13,863,393



Depreciation


At 1 August 2021
2,237,841
-
618,697
1,195,460
176,048
4,228,046


Charge for the year
377,990
-
141,253
259,940
192,550
971,733


Disposals
(322,117)
-
(82,331)
(31,353)
(17,553)
(453,354)



At 31 July 2022

2,293,714
-
677,619
1,424,047
351,045
4,746,425



Net book value



At 31 July 2022
5,554,300
757,217
998,997
1,522,251
284,203
9,116,968



At 31 July 2021
2,880,560
1,029,134
759,075
696,284
255,706
5,620,759

The company had no tangible fixed assets at 31 July 2022 or 31 July 2021.

Page 28

 
Mowgli Street Food Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 July 2022

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 August 2021
13,362,381



At 31 July 2022
13,362,381





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Mowgli Street Food Limited
18 Queen Avenue, Castle Street, Liverpool, L2 4TX
Ordinary
100%


16.


Stocks

Group
Group
2022
2021
£
£

Finished goods and goods for resale
155,085
88,106


Page 29

 
Mowgli Street Food Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 July 2022

17.


Debtors

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Due after more than one year

Amounts owed by group undertakings
-
-
1,604,293
1,793,889

Other debtors
232,694
232,694
-
-

232,694
232,694
1,604,293
1,793,889


Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Due within one year

Trade debtors
11,253
207,961
-
-

Other debtors
261,099
-
258,605
-

Called up share capital not paid
59,940
59,940
59,940
59,940

Prepayments and accrued income
964,387
337,953
-
-

Deferred taxation
308,200
178,349
33,409
25,391

Grants receivable
-
48,993
-
-

1,604,879
833,196
351,954
85,331



18.


Cash and cash equivalents

Group
Group
2022
2021
£
£

Cash at bank and in hand
448,353
1,929,330

Less: bank overdrafts
(70,837)
-

377,516
1,929,330


Page 30

 
Mowgli Street Food Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 July 2022

19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Bank overdrafts
70,837
-
-
-

Bank loans
673,532
1,881,146
-
-

Trade creditors
2,567,968
1,714,983
-
-

Other taxation and social security
783,442
678,049
-
-

Other creditors
332,220
606,702
79,974
53,624

Accruals and deferred income
2,066,315
2,053,717
-
-

6,494,314
6,934,597
79,974
53,624


Disclosure of the terms and conditions attached to the non-equity shares is made in note 23.

The balance above is stated net of unamortised debt issue costs which amounted to £12,762 (2021: £18,231).


20.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Debentures loans
1,596,999
1,574,651
1,596,999
1,574,651

Bank loans
2,967,023
1,701,834
-
-

Accruals and deferred income
590,015
430,315
590,015
430,315

Share capital treated as debt
527,000
527,000
527,000
527,000

Share premium treated as debt
5,940
5,940
5,940
5,940

5,686,977
4,239,740
2,719,954
2,537,906


Disclosure of the terms and conditions attached to the non-equity shares is made in note 23.



Page 31

 
Mowgli Street Food Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 July 2022

21.


Loans

Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Amounts falling due within one year

Bank loans
673,532
1,881,146
-
-

Amounts falling due 1-2 years

Bank loans
735,066
669,473
-
-

Debenture loans
1,596,999
1,574,651
1,596,999
1,574,651


2,332,065
2,244,124
1,596,999
1,574,651

Amounts falling due 2-5 years

Bank loans
2,231,957
1,032,361
-
-

5,237,554
5,157,631
1,596,999
1,574,651


The bank loans are secured by way of a fixed and floating charge over the assets of the Group, in favour of National Westminster Bank PLC and Foresight Fund Managers Limited.
The bank loan is stated net of unamortised debt issue costs which amounted to £12,762
 (2021: £18,231). Of this, £5,469 (2021: £18,231) is included within bank loans due within one year and £7,292 (2021: £Nil) is included within bank loans due in more than one year. 
The company entered into a loan agreement in respect of a revolving facility totalling £2,000,000 with The National Westminster Bank PLC and this was drawn down during June 2019. The agreement is subject to an interest rate of 3% above SONIA and is repayable by quarterly installments by June 2024. 
The company entered into another loan agreement in respect of a loan totalling £2,000,000 with The National Westminster Bank PLC and this was drawn down during June 2020. The lending facility is supported by the Coronavirus Business Interruption Loan Scheme, with interest due during the first 12 months being payable by the UK Government under the terms of the Scheme. After the first 12 months, interest is payable by the Company at an interest rate of 4.23% per annum above the base rate, and is repayable 30 months after the loan is drawn. No repayments have been made on this loan. 
On 7th July 2017, loan notes totalling £1,574,651 were issued at par. The loan notes are entitled to interest at 10% per annum. They are redeemable at par along with any unpaid interest in December 2024. The loan notes are secured on a fixed and floating charge over the assets of the Group.

Page 32

 
Mowgli Street Food Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 July 2022

22.


Deferred taxation


Group



2022
2021


£

£






At beginning of year
178,349
(7,025)


Charged to profit or loss
129,851
185,374



At end of year
308,200
178,349

Company


2022
2021


£

£






At beginning of year
25,391
53,120


Charged to profit or loss
8,018
(27,729)



At end of year
33,409
25,391

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Accelerated capital allowances
(975,373)
(403,135)
-
-

Tax losses carried forward
1,271,668
584,591
33,409
25,391

Pension surplus
11,905
(3,107)
-
-

308,200
178,349
33,409
25,391

Page 33

 
Mowgli Street Food Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 July 2022

23.


Share capital

2022
2021
£
£
Shares classified as equity

Allotted, called up and fully paid



237,407 (2021 - 237,407) A Ordinary shares of £0.01 each
2,374
2,374
779,797 (2021 - 779,797) B Ordinary shares of £0.01 each
7,798
7,798
20,019 (2021 - 20,019) C Ordinary shares of £0.01 each
200
200

10,372

10,372

2022
2021
£
£
Shares classified as debt

Allotted, called up and fully paid



527,000 (2021 - 527,000) Preference shares of £1.00 each
527,000
527,000


The company's A and B ordinary shares, which carry no right to fixed income, each carry the right to one vote for every A / B ordinary share held at general meetings of the company.
The company's C ordinary shares, which carry no right to fixed income, having not voting rights.


24.


Reserves

Share premium account

The share premium account includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Share-based payment reserve

The share based payment reserve represents the fair value of share options granted to employees of the company. Please see note 25 for more information.

Profit and loss account

The profit and loss account reserve is the accumulation of profits and losses made by the company since incorporation, net of dividends paid.

Page 34

 
Mowgli Street Food Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 July 2022

25.


Share based payments

Share options
The Company has a share option scheme for certain employees (including directors). As at 31 July 2022, there were 10,481 outstanding options over C ordinary shares. The exercise price is £0.01 per share.
The expense to the Company during the year totalled £60,122 
(2021: £107,598).

Weighted average exercise price (pence)
2022
Number
2022
Weighted average exercise price
(pence)
2021
Number
2021

Outstanding at the beginning of the year

1

10,481

1
 
10,481
 
Outstanding at the end of the year

10,481

 
10,481
 

2022
2021
Option pricing model used


Black Scholes

Black Scholes
 
Weighted average share price (pence)


1

1
 
Exercise price (pence)


42.26

42.26
 
Weighted average contractual life (days)


1

1
 
Expected volatility


122%

122%
 
Risk-free interest rate


0.13%

0.13%
 

2022
2021
£
£


Equity-settled schemes
418,782
359,310


26.


Prior year adjustment

In 2018, the Company set up a share option scheme for certain employees (including directors), under rights to acquire ordinary shares in the capital of the Company can be granted. Previously, the share option scheme had been treated as cash-settled scheme rather than an equity-settled scheme. An adjustment was made in the prior year to release the liability of £682,721 to a share based payment reserve.
Furthermore, the share based payment reserve was calcuated by revaluing the business each year, which is not the treatment for equity-settled schemes. An adjustment has been made in the current year to value the share based payment reserve based on the original business valuation at the date the options were granted.

Page 35

 
Mowgli Street Food Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 July 2022

27.


Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an adequately administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £228,851 (2021: £101,606). Contributions totalling £47,621 (2021: £16,358) were payable to the fund at the balance sheet date and are included in creditors.


28.


Commitments under operating leases

At 31 July 2022 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2022
2021
£
£


Not later than 1 year
1,534,053
1,084,350

Later than 1 year and not later than 5 years
5,967,459
4,369,755

Later than 5 years
8,027,506
6,462,552

15,529,018
11,916,657

29.


Related party transactions

In the year, the company had transactions with The Mowgli Trust, of which one of the directors is a Trustee. During the year, £520,191 (2021: £187,394) was collected on behalf of the charity and £450,839 (2021: £126,269) was paid to the charity. At the year end £94,605 (2021: £34,753 creditor) was held in creditors due to The Mowgli Trust.
During the year, recharged costs of £102,248 
(2021: £96,000) were made to a company with a common director. At year end, £35,601 (2021: £22,800) was held in creditors due to the company.
Included within other creditors is an amount of £2,910 
(2021: £3,659) payable to the director. Amounts advanced
during the year was £152,389 
(2021: £8,121) and amounts repaid totalled £151,640 (2021: £8,121). The maximum
amount overdrawn during the year on this directors' loan account was £120,000 
(2021: £2,414).
At the year end, loan notes issued to Foresight Group are included in creditors totalling £1,552,303
 (2021: £1,552,303). Interest payable on these loan notes is £159,700 (2021: £159,700). During the year monitoring fees were paid to Foresight Group totalling £39,355 (2021: £36,990) of which £Nil (2021: £Nil) is held in creditors at the year end. 


30.


Post balance sheet events

Following the year end, the Group received private equity investment from TriSpan RS, who became majority shareholder. As a result of the investment, loan notes due to Foresight VCT plc and bank loan with NatWest was repaid and Preference shares were converted to Ordinary shares.


31.


Controlling party

The Group is under the control of TriSpan RS who is the majority shareholder.
 
Page 36