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Annual Report 2017

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Company Registration Number 07741283 (England and Wales) COMPTOIR GROUP PLC ANNUAL REPORT FOR THE YEAR ENDED 31 DECEMBER 2017 Comptoir Group PLC Annual Report 2017 Company information Directors C Hanna J Kaye A Kitous R Kleiner Chief Executive Non-Executive Director Creative Director Non-Executive Chairman Secretary AIS Secretarial Services Limited Company number 07741283 Registered office Business address Nominated Advisor and Broker Auditors Solicitors Registrars Suite 4 Strata House 34a Waterloo Road London NW2 7UH 2nd Floor Instone House Instone Road Dartford Kent DA1 2AG Cenkos Securities plc 6.7.8 Tokenhouse Yard London EC2R 7AS UHY Hacker Young Quadrant House 4 Thomas More Square London E1W 1YW Howard Kennedy LLP No.1 London Bridge London SE1 9BG Link Asset Services The Registry 34 Beckenham Road Beckenham Kent BR3 4TU Comptoir Group PLC Annual Report 2017 Contents Chairman’s statement Chief Executive’s review Strategic report Statement of corporate governance Report of the directors Statement of directors’ responsibilities Independent auditors’ report Consolidated statement of comprehensive income Consolidated balance sheet Consolidated statement of changes in equity Consolidated statement of cash flows Principal accounting policies for the consolidated financial statements Notes to the consolidated financial statements Parent company accounts Notice of annual general meeting Page 1 3 5 8 10 12 13 19 20 21 22 23 33 54 62 Comptoir Group PLC Annual Report 2017 Financial highlights For the year ended 31 December 2017        Group revenue increased 38% to £29.6m (2016 – £21.5m) Gross profit increased 36% to £21.3m (2016 – £15.7m) IFRS profit before tax of £0.46m (2016 – £1.0m loss) Adjusted EBITDA* £1.1m (2016 – £2.7m) Earnings per share from IFRS profit of 0.39p (2016 – 1.70p loss per share) 4 new restaurants opened in the year (2016 – 6 opened and 3 acquired) 26 restaurants trading as at 31 December 2017 (2016 – 22) *Adjusted EBITDA is calculated excluding the impact of a £0.2m share-based payment credit (2016 - £0.5m charge), £1.3m profit from sale of freehold property (2016 - £nil), depreciation, amortisation and impairment of assets of £1.5m (2016 - £1.5m) and £0.5m restaurant pre and post opening costs (2016 - £1.4m). Chairman’s statement For the year ended 31 December 2017 I am pleased to present the Group’s results for the year ended 31 December 2017, together with an update on the Group’s progress in respect of its growth strategy. Results Group revenue increased by £8.1m or 38% from £21.5m to £29.6m, although adjusted* EBITDA was 58% lower at £1.1m (2016 – £2.7m). The reduction in adjusted* EBITDA can be attributed to increases in administrative costs, incurred following the opening of new restaurants during 2016 and 2017. While the Directors are pleased with the progress of the new restaurants, these sites are still establishing themselves with time required to reach maturity. In view of the number of new restaurants the group has opened in recent years that are still in their growth stages, as well as the challenging economic conditions that subsisted during 2017 we are pleased with our results and positive on our future performance. The Consolidated Statement of Comprehensive Income for the year shows a pre-tax profit of £0.46m (2016 – £1.0m loss), which includes a profit arising on disposal of the Group’s Central Production Unit freehold property of £1.3m. After adding back this profit on disposal and other non-trading items, including a credit in respect of the Group’s share-based payment scheme of £0.2m (2016 – £0.5m charge) and opening costs totalling £0.5m (2016 – £1.4m), the adjusted* pre-tax loss for the group totalled £0.4m (2016 – £1.6m profit). The Board does not recommend the payment of any dividend at this time, as it is anticipated that all available funds will be required for investment in new restaurants or the existing estate for the foreseeable future. Growth in operations The Group has continued to deliver on its plan for expansion, opening 4 new restaurants and 1 franchise restaurant in the year ended 31 December 2017 (2016 – 6 restaurants opened and 3 acquired), bringing the total number of restaurants trading as at the year end to 26, excluding three franchise sites. There are plans to open P a g e 1 | 66 Comptoir Group PLC Annual Report 2017 two more restaurants in 2018 and to continue to invest in the existing sites and development of the Group’s brand. It is appreciated that at the time of the IPO, the Group had intended to open more new restaurants. However, the whole sector experienced more challenging trading conditions during 2017 and, as a result, the Board took the prudent approach in scaling back the number of new openings. During the year, the Group disposed of the Central Production Unit freehold property to free up cash for investment in the opening of new sites and development of existing sites together with the Group’s brand. The sale was undertaken by way of a sale and leaseback agreement entered into with the buyer, which allows the Group the right to occupy the property as a tenant for fifteen years from the date of the agreement. People The friendliness, dedication and passion of our people is at the heart of our success as a business. Having continued with our expansion plan during the year, we have continued to rely on the commitment and dedication of our fantastic team, including both those in management and the operational staff in our restaurants around the country. Again, I would like to extend my thanks to them for continually delivering our delicious offering with great service and a smile. Current trading As referred to above, the Board is pleased that the financial outcome for 2017 was above our revised expectations. The Group ended the year with 26 restaurants (2016 – 22) and 3 franchise operations (2016 – 2), having opened a further 3 Comptoir Libanais restaurants during the year and 1 Shawa restaurant. This was in line with our (revised) new openings schedule for the year 2017. There are 2 new openings planned for 2018 and the Group intends to focus heavily on ensuring that all sites are operating effectively, with a particular focus on the newer restaurants. As has been widely reported amongst other companies in the sector, most notably those who have had to scale back operations, some through entering CVA’s with their creditors and landlords, we continue to see the cautiousness of consumers, that we identified in the early part of 2017, and believe it will continue throughout the year. The plan to open two restaurants in 2018 will allow the Group to focus on consolidating its position in the market and further promoting its brands. The Directors remain confident in the restaurant brands of the Group and its relevance within the eating out market as consumers seek a differentiated food and service experience. Richard Kleiner Chairman 20 April 2018 P a g e 2 | 66 Comptoir Group PLC Annual Report 2017 Chief Executive’s review For the year ended 31 December 2017 I am pleased to be reporting on another year of extensive development for the Group. We have continued our expansion plan and opened four new restaurants as well as adding an additional franchise site to the Group’s portfolio. During the year revenue has grown by 38% to £29.6m (2016 – £21.5m), whilst adjusted* EBITDA (excluding one- off costs incurred in opening new restaurants and other highlighted items) fell 58% to £1.1m (2016 – £2.7m) as a result of newly opened restaurants still growing to maturity, thus not yet generating profit to their full potential. Review of operations The profit before tax shown on the Consolidated Statement of Comprehensive Income was £0.5m (2016 – £1.0m loss), with an adjusted* EBITDA of £1.1m (2016: £2.7m), which exceeded our revised expectations. We continued to feel the cost pressures in the supply chain throughout the year, including the ongoing effect of the National Living Wage and Apprenticeship Levy. Despite this, costs were controlled carefully by management, such that once the new restaurants reach maturity of trading, the Group’s adjusted* results should enhance the profitability. We witnessed much stronger performance in second half of 2017 as newly opened restaurants continued to improve and move up their maturity curve. Our existing estate of restaurants opened prior to 2017 also traded ahead of 2016. We continued to open new sites in the year as well as bed-in recently opened restaurants, which have involved further recruitment and training of new members of staff. In turn, this has created opportunities to existing staff to progress into more senior positions, including at the Assistant Manager and General Manager levels. Estate development During the year, we opened a total of 5 new restaurants, 1 new London Comptoir Libanais restaurant opposite Gloucester Road underground station in Kensington and two further restaurants in Oxford and Reading, as well as a new Shawa branch, also in Oxford, and a franchise in Utrecht. This has again extended our operations in London and introduced the brands to Oxfordshire, a location in which we believe the brand and concept of the Group will prosper. Sales at the newly opened sites are developing steadily and have grown towards maturity as expected. As at 31 December 2017 we had 26 restaurants trading and 3 franchise operations. We are currently looking to refurbish some of our existing matured restaurants which have been trading for over four years to give a fresh look and innovation with new designs. We continue to develop our property pipeline with caution. A further two openings are planned for 2018, with one in Birmingham opened at the end of March 2018 and another London site at London Bridge which is planned to be opened in second half of 2018, which we expect to be great attributes to the Group’s portfolio. Aside from the two new planned openings in 2018, the Group is adopting a more cautious approach to openings and expansion, which will allow the Group time to consolidate its current position and for the existing operations to fully bed-in and mature. P a g e 3 | 66 Comptoir Group PLC Annual Report 2017 Cashflows and financing Cash generated from operations was £1.5m (2016 – £0.05m), demonstrating the effectiveness of tightened working capital management initiatives. Capital expenditure for the year, which was principally incurred on the fitting-out of new restaurants, totalled £2.8m (2016 – £6.0m) the cash effect of which was largely offset by the Group’s disposal of its Central Production Unit (CPU) for £2.7m towards the end of the year, under a sale and lease back agreement. Loan and finance lease repayments continued as planned throughout the year, resulting in total cash outflows of £0.6m (2016 – £0.5m). Having raised £4.0m (before costs) through an equity placing in the final quarter of 2017, the Group realised an overall cash inflow of £4.6m (2016 – £0.2m) and at the end of the year the Group had cash and cash equivalents of £5.4m (2016 – £0.8m). The Group is in a strong position to fund the two further anticipated openings for 2018 and continue to further develop the Group’s brand and identity. Outlook As set out in the Chairman’s statement, trading in the first two months of the year was in line with Board expectations, and we anticipate strong sales in the second quarter. Sales at the new restaurants are gradually building towards the levels anticipated at maturity and the Company is putting in place several marketing initiatives, including a new menu, ahead of the critical summer trading period to promote sales at both existing and new restaurants. The Company is also heavily focused on cost control, quality and innovation of our offerings and enhance career progression of our team. The Group has secured two further international Comptoir locations, being one in Dubai Airport planned to open in the first half 2019 and a second Comptoir in Abu Dhabi Airport planned to be opened in the second half of 2019. Both are with our current franchise partner HMS Host. The Directors believe the Group’s current Comptoir Libanais restaurant estate has significant potential for organic growth which will continue to provide attractive returns for shareholders. Chaker Hanna Chief Executive Officer 20 April 2018 P a g e 4 | 66 Comptoir Group PLC Annual Report 2017 Strategic Report For the year ended 31 December 2017 The Directors present their strategic report for the year ended 31 December 2017. Business model The Group’s principal brand is Comptoir Libanais, which is Lebanese and Eastern Mediterranean focused restaurants. The restaurants seeks to offer an all-day dining experience based around healthy and fresh food in a friendly, colourful and vibrant environment. Lebanese and Eastern Mediterranean food is, in our opinion, a popular current 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 consumer. 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. The design of each restaurant is complemented by Comptoir Libanais’ retail offering that seeks to sell in-store a range of Arabic products, including embroidered bags, harissa tins, pastries and sweets. Shawa is a Lebanese grill-serving lean, grilled meats, rotisserie chicken, homemade falafel, halloumi and fresh salad, wrapped up into traditional shawarmas through a service counter offering, located in high footfall locations, such as shopping centres. The estimated average spend per head at Comptoir Libanais is c. £14 and the average spend at Shawa is lower than this, so our offering is positioned in the affordable or ‘value for money’ segment of the UK casual dining market. In addition, our offering is well-differentiated and faces only limited direct competition, in marked contrast to other areas of the market. Strategy for growth Our strategy is to grow 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 also 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. Review of the business and key performance indicators (KPIs) Group revenue increased by 38% to £29.6m (2016 – £21.5m) and the Consolidated Statement of Comprehensive Income shows a pre-tax profit of £0.5m (2016 – £1.0m loss). 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 £1.1m (2016 – £2.7m). 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, gross and operating profit margins percentages and these are appraised against budgeted, P a g e 5 | 66 Comptoir Group PLC Annual Report 2017 forecast and last year’s achieved levels. Although adjusted EBITDA during the year was 58% lower than that of 2016, this can be explained by the numerous openings in the last two reporting periods, as newly opened restaurants are still in their growth phase towards maturity and the well publicised issues within the eating out sector. In terms of non-financial KPI’s, the standard of service provided to customers is monitored via the scores from a programme of regular monthly “mystery diner” audits carried out at each store and we use feedback from health and safety audits conducted by an external consultant to ensure that critical operating procedures are being adhered to. Further explanation of the performance of the business over the year is provided in the Chairman’s Statement and the Chief Executive’s Review. Principal risks and uncertainties The Board of Directors (“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 Company has policies and procedures to address other risks facing the business. Consumer demand Frequent or regular participation in the eating-out market is afforded by the consumer is afforded 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. Any weakness in consumer confidence could have an adverse effect on footfall and customer spend in our restaurants. As indicated above, the core brands which the Group is rolling out 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 customer 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 and associated ingredients and the progressive increases in the UK National Living Wage and Minimum Wage rates present a challenge we must face up to alongside our peers and competitors. 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 results of the Brexit referendum and other macro-economic issues have created a high level of uncertainty across a range of issues that impact consumer spending. Deterioration in consumer confidence due to future economic conditions could 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, which is within the affordable segment of the casual dining P a g e 6 | 66 Comptoir Group PLC Annual Report 2017 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 which are outside of the control of the Group, such as auto enrolment pension costs, minimum wage / Living wage increases and the apprenticeship levy, are suffered by the Group and its competitors. Labour costs are regularly monitored and on-going initiatives are used to reduce the impact of such pressures. Strategic 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 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 an external property consultants and having raised its profile as a consequence of its successful AIM flotation, is developing stronger contacts 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 be highly selective in its evaluation of new sites to ensure that target levels of return on investment are achieved. Future developments The Group will continue with its plans to roll out its Comptoir Libanais and Shawa brands to further new sites across the UK and to explore further opportunities to grow the Comptoir Libanais brand via franchising with suitable partners. On behalf of the Board Chaker Hanna Chief Executive Officer 20 April 2018 P a g e 7 | 66 Comptoir Group PLC Annual Report 2017 Statement of corporate governance Compliance with the 2014 UK Corporate Governance Code The company is not required to comply with the 2014 UK Corporate Governance Code. Set out below are the corporate procedures that have been adopted. 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 C Hanna and A Kitous as executive directors and J Kaye and R Kleiner as non-executive directors. Each of the non-executive Directors 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 has eleven board meetings during the year. The two independent directors sit on both the audit and the remuneration committees, namely Richard Kleiner and Jonathan Kaye. R Kleiner is the chairman of both the audit committee and the remuneration committee. The terms of reference of both 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, which is chaired by R Kleiner, 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 particular 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. P a g e 8 | 66 Comptoir Group PLC Annual Report 2017 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 institutional investors including presentations after the company's year-end and half year results announcements. Feedback from major institutional 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 company makes periodically to the market, the Board uses the annual general meeting to communicate with shareholders and welcomes their participation. Going concern On the basis of the current financial projections, the directors have a reasonable expectation that the company and the group have adequate financial resources to continue in operational existence for the foreseeable future. The directors accordingly have adopted the going concern basis in the preparation of the group's accounts. See Page 21 for further details on going concern. P a g e 9 | 66 Comptoir Group PLC Annual Report 2017 Report of the directors The Directors present their report together with the audited financial statements for the year ended 31 December 2017. Results and dividends The consolidated statement of comprehensive income is set out on page 19 and shows the loss for the year. The Directors do not recommend the payment of a dividend for the year (2016: £78,375). 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, during the year, and their shareholding, at the year-end date, were as follows: Executive A Kitous C Hanna Non-Executive R Kleiner J Kaye Substantial shareholders Number of ordinary shares Percentage of shareholding (%) 58,412,503 17,835,833 360,000 3,999,999 47.6% 14.5% 0.3% 3.3% Besides the directors, the only other substantial shareholder at the year-end date is Schroders plc, whom have a 9.5% shareholding (11,666,667 ordinary shares). Directors’ remuneration The remuneration of the directors for the year ended 31 December 2017 was as follows: A Kitous C Hanna R Kleiner J Kaye Year ended 31 December 2017 Remuneration £ 187,308 187,308 30,000 24,936 429,552 Pension £ 448 448 - 64 960 Total £ 187,756 187,756 30,000 25,000 430,512 Year ended 31 December 2016 Total £ 119,577 119,582 28,917 13,300 281,376 P a g e 10 | 66 Comptoir Group PLC Annual Report 2017 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. Donations The Group made charitable donations of £nil (2016: £1,337) in the year. 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 (page 5). Auditors All of 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 Chaker Hanna Chief Executive Officer 20 April 2018 P a g e 11 | 66 Comptoir Group PLC Annual Report 2017 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 year. Under that law, and as required by the AIM rules, the directors have elected to prepare group financial statements under International Financial Reporting Standards (IFRSs), as adopted by the European Union, 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 IFRSs as adopted by the European Union 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 state whether the group and parent company financial statements have been prepared in accordance with IFRSs as adopted by the European Union 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. P a g e 12 | 66 Comptoir Group PLC Annual Report 2017 Independent auditors’ report To the members of Comptoir Group Plc Opinion We have audited the financial statements of Comptoir Group Plc for the year ended 31 December 2017 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statements of Changes in Equity, the Consolidated and Parent Company Statement of Financial Position, the Consolidated Statement of Cash Flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union. In our opinion, the financial statements:  give a true and fair view of the state of the Group and Parent Company’s affairs as at 31 December 2017 and of the Group and Parent company’s profit and cash flows for the year then ended;  have been properly prepared in accordance with IFRSs as adopted by the European Union; 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 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 as applied to listed entities, 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. Use of our report This report is made solely to the Company’s members, as a body, in accordance with part 3 of Chapter 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s 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. Conclusions relating to going concern We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:   the directors’ use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Group and Company’s ability to continue to adopt the going P a g e 13 | 66 Comptoir Group PLC Annual Report 2017 concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue. Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Our assessment of risks of material misstatements We identified the following risks of material misstatement that we believe had the greatest impact on our overall audit strategy and scope, the allocation of resources in the audit and directing the efforts of the engagement team. This is not a complete list of all risks identified by our audit. Key audit matter How our audit addressed the key audit matter in the Group’s Revenue Recognition The Group recognises revenue for services and goods provided restaurants (excluding value added tax and gratuities left by customers for the benefit of employees) and is recognised at the point of sales. It should be ensured that any gratuities left by customers, which are due to the staff, are not recognised as revenue. Service charges/tips are distributed between those who are eligible via the Tronc system and through wages. Those eligible for service charges include all employees who have any contact with a customer or any form of influence over revenue growth. Therefore some head office staff also receive a share of service charges. There is a rebuttable risk of fraudulent revenue recognition and our audit procedures consider that this risk should be treated as a significant risk. In this regard, we consider that there is a risk over the existence and completeness assertions relating to revenue recognition. We have tested the existence of sales and the correct treatment of the service charges and the Tronc system. We have audited revenue for completeness by undertaking cut-off testing to ensure that sales are accounted for in the correct period. We have also completed sales walkthrough tests to test the operations of controls over the sales system and processes. We have not found any issues or errors involving sales and are therefore satisfied we have assurance over sales recognition and treatment. P a g e 14 | 66 Management override of controls Intrinsically there is always a risk of material misstatement due to fraud as a result of possible management override of internal controls. Breach of loan covenants The group has significant borrowings, therefore creating a significant risk for our audit purposes. If the group were to breach any covenant the borrowing may be recalled and therefore cause funding issues, and potentially a going concern risk. Comptoir Group PLC Annual Report 2017 We reviewed the nominal ledger accounts, journals and cash transactions to identify any unusual or exceptional transactions. We investigated and tested a sample of items to ensure amounts paid during the year related to business expenses and that transactions were appropriate. We reviewed and enquired into the accounting systems, processes, controls and segregation of duties that existed in the Company and the Group. We also evaluated whether there was evidence of bias by the directors that represented a risk of material misstatement of fraud. We have reviewed the terms of the borrowings and the relevant covenants to ensure compliance to any covenants in the year. We have also completed an analysis on specific ratios required per the covenants to review the Group is in line with the specific terms. We have performed a recalculation of the payments due within the year for each entity with a loan and agreed this to the bank statements and loan confirmations from the banks. Our application of materiality The scope and focus of our audit was influenced by our assessment and application of materiality. We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements on our audit and on the financial statements. We define financial statement materiality as the magnitude by which misstatements, including omissions, could reasonably be expected to influence the economic decisions taken on the basis of the financial statements by reasonable users. We also determine a level of performance materiality which we use to determine the extent of testing needed to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole. P a g e 15 | 66 Comptoir Group PLC Annual Report 2017 Overall materiality We determined materiality for the financial statements as a whole to be £150,000. How we determine it Based on a benchmark of 0.5% of turnover of the Group. Rationale for benchmarks applied We believe turnover to be the most appropriate benchmark due to the size, growth stage, reduction in profitability and the nature of the Company and Group. Performance materiality On the basis of our risk assessment, together with our assessment of the Company’s control environment, our judgement is that performance materiality for the financial statements should be 75% of materiality, and was set at £112,500. We agreed with the Audit Committee that we would report to them all misstatements over £10,000 identified during the audit, as well as differences below that threshold that, in our view, warrant reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements. An overview of the scope of our audit As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account an understanding of the structure of the Company and the Group, their activities, the accounting processes and controls, and the industry in which they operate. Our planned audit testing was directed accordingly and was focused on areas where we assessed there to be the highest risk of material misstatement. Our Group audit scope includes all of the group companies. At the parent company level, we also tested the consolidation procedures. The audit team met and communicated regularly throughout the audit with the CFO in order to ensure we had a good knowledge of the business of the Group. During the audit we reassessed and re-evaluated audit risks and tailored our approach accordingly. The audit testing included substantive testing on significant transactions, balances and disclosures, the extent of which was based on various factors such as our overall assessment of the control environment, the effectiveness of controls and the management of specific risk. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant findings, including any significant deficiencies in internal control that we identify during the audit. P a g e 16 | 66 Comptoir Group PLC Annual Report 2017 Other information The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditors’ report thereon. 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. In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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. Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit:   the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:  adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or  the financial statements are not in agreement with the accounting records and returns; or  certain disclosures of directors’ remuneration specified by law are not made; or  we have not received all the information and explanations we require for our audit. Responsibilities of directors As explained more fully in the statement of directors’ responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going P a g e 17 | 66 Comptoir Group PLC Annual Report 2017 concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Auditor’s 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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. 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/apb/scope/private.cfm.This description forms part of our auditor’s report. Colin Wright (Senior Statutory Auditor) For and on behalf of UHY Hacker Young Chartered Accountants and Statutory Auditor UHY Hacker Young Quadrant House 4 Thomas More Square London E1W 1YW 20 April 2018 P a g e 18 | 66 Consolidated statement of comprehensive income For the year ended 31 December 2017 Comptoir Group PLC Annual Report 2017 Revenue Cost of sales Gross profit Distribution expenses Administrative expenses Other income Profit from sale of freehold property Operating profit/(loss) Finance costs Profit/(loss) before tax Taxation (charge)/credit Profit/(loss)for the year Other comprehensive income Total comprehensive income/(loss) for the year Basic earnings/(loss) per share (pence) Diluted earnings/(loss) per share (pence) Adjusted EBITDA: Operating profit/(loss) – as above Add back: Depreciation and amortisation Profit from sale of freehold property Impairment of assets Share-based payments – (credit)/expense EBITDA AIM admission costs Restaurant opening costs Adjusted EBITDA Notes 2 2 2 3 6 7 8 8 2 11 22 3 Year ended 31 December 2017 £ Year ended 31 December 2016 £ 29,581,696 21,513,813 (8,275,701) (5,818,647) 21,305,995 15,695,166 (8,424,399) (5,551,084) (13,636,697) (11,025,955) 6,293 1,266,086 2,114 - 517,278 (879,759) (60,420) (125,237) 456,858 (1,004,996) (57,746) 86,883 399,112 (918,113) - - 399,112 (918,113) 0.39 0.39 (1.70) (1.66) 517,278 (879,759) 1,521,586 (1,266,086) 1,825 (162,620) 611,983 - 509,704 1,121,687 979,583 - 471,796 479,210 1,050,830 232,586 1,401,546 2,684,962 All of the above results are derived from continuing operations. Profit/(loss) for the year and total comprehensive income/(loss) for the year is entirely attributable to the equity shareholders of the Company. P a g e 19 | 66 Consolidated balance sheet At 31 December 2017 Notes 31 December 2017 £ 31 December 2016 £ Comptoir Group PLC Annual Report 2017 Assets Non-current assets Property, plant and equipment Intangible assets Deferred tax asset Current asset Inventories Trade and other receivables Cash and cash equivalents Total assets Liabilities Current liabilities Borrowings Trade and other payables Current tax liabilities Non-current liabilities Borrowings Provisions for liabilities Deferred tax liability Total liabilities Net assets Equity Share capital Share premium Other reserves Retained earnings 11 10 18 13 14 16 15 16 17 18 19 20 11,104,026 1,009,892 148,822 12,262,740 606,652 2,380,619 5,627,341 8,614,612 11,114,999 1,121,021 304,995 12,541,015 479,830 2,197,315 813,207 3,490,352 20,877,352 16,031,367 (669,778) (5,053,198) (148,163) (5,871,139) (706,711) (48,036) (118,772) (873,519) (632,041) (3,557,649) (94,024) (4,283,714) (1,380,407) (35,050) (287,287) (1,702,744) (6,744,658) (5,986,458) 14,132,694 10,044,909 1,226,667 10,050,313 316,590 2,539,124 960,000 6,465,687 479,210 2,140,012 Total equity – attributable to equity shareholders of the company The financial statements of Comptoir Group PLC (company registration number 07741283) were approved by the Board of Directors and authorised for issue on 20 April 2018 and were signed on its behalf by: 14,132,694 10,044,909 Chaker Hanna Chief Executive Officer P a g e 20 | 66 Comptoir Group PLC Annual Report 2017 Consolidated statement of changes in equity For the year ended 31 December 2017 Share capital £ Share premium £ Other reserves £ Retained earnings £ Total equity £ Notes Year ended 31 December 2016 At 1 January 2016 Loss for the year Total comprehensive income Transactions with owners Equity dividends Share-based payments Issue of shares Total transactions with owners 9 22 19 100 - - - - - - - - 3,136,500 3,136,600 (918,113) (918,113) (918,113) (918,113) - - 959,900 959,900 - - 6,465,687 6,465,687 - 479,210 - 479,210 (78,375) - - (78,375) (78,375) 479,210 7,425,587 7,826,422 At 31 December 2016 960,000 6,465,687 479,210 2,140,012 10,044,909 Year ended 31 December 2017 At 1 January 2017 960,000 6,465,687 479,210 2,140,012 10,044,909 Profit for the year Total comprehensive income - - - - - - 399,112 399,112 399,112 399,112 Transactions with owners Share-based payments Issue of shares Share issue costs Total transactions with owners 22 19 19 - 266,667 - 266,667 - 3,733,333 (148,707) 3,584,626 (162,620) - - (162,620) - - - - (162,620) 4,000,000 (148,707) 3,688,673 At 31 December 2017 1,226,667 10,050,313 316,590 2,539,124 14,132,694 P a g e 21 | 66 Consolidated statement of cash flows For the year ended 31 December 2017 Comptoir Group PLC Annual Report 2017 Notes Year ended 31 December 2017 £ Year ended 31 December 2016 £ Operating activities Cash inflow from operations Interest paid Tax paid Net cash from operating activities Investing activities Purchase of property, plant & equipment Payments for lease premiums Purchase of business Proceeds from sale of property Net cash used in investing activities Financing activities Proceeds from issue of shares, net of issue costs Dividends paid to equity shareholders Capital element of finance leases paid New bank loans received Bank loan repayments Net cash inflow from financing activities Increase in cash and cash equivalents Cash and cash equivalents at beginning of year 23 11 10 10 2 19 1,626,031 (60,420) (15,950) 1,549,661 370,022 (125,237) (199,397) 45,388 (2,772,518) (14,982) - 2,652,278 (135,222) (4,496,844) (1,075,000) (400,000) - (5,971,844) 3,851,293 - (21,921) - (614,039) 3,215,333 4,629,772 813,207 7,425,587 (78,375) (1,549,651) 825,000 (537,729) 6,084,832 158,376 654,831 Cash and cash equivalents at end of year 5,442,979 813,207 Cash and cash equivalents: Cash at bank and in hand Bank overdraft (note 16) 5,627,341 (184,362) 813,207 - P a g e 22 | 66 Comptoir Group PLC Annual Report 2017 Principal accounting policies for the consolidated financial statements For the year ended 31 December 2017 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 Company was formerly called Levant Restaurants Group Limited and on 8 June 2016 it re-registered as a public limited company and changed its name to Comptoir Group Plc. The address of the Company’s registered office is Suite 4, Strata House, 34A Waterloo Road, London, NW2 7UH. The consolidated financial statements of the Company for the year ended 31 December 2017 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 International Financial Reporting Standards (IFRSs) and its interpretations adopted by the International Accounting Standards Board (IASB), as adopted by the European Union. 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 on pages 54 to 61. Going concern basis The consolidated financial statements have been prepared on the going concern basis as, after making appropriate enquires, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, a period of not less than 12 months from the date of approving these financial statements. The principal risks and uncertainties facing the Group and further comments on going concern are set out in the report of the Directors. Basis of preparation These consolidated financial statements for the year ended 31 December 2017 are prepared in accordance with IFRS. 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. P a g e 23 | 66 Comptoir Group PLC Annual Report 2017 Principal accounting policies for the consolidated financial statements (continued) Significant accounting judgements and estimates The preparation of financial statements in conformity with 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 recognized in the profit or loss in those expense categories consistent with the function of the impaired asset. An impairment of assets of £1,825 was required in the year ended 31 December 2017. P a g e 24 | 66 Comptoir Group PLC Annual Report 2017 Principal accounting policies for the consolidated financial statements (continued) Lease classification The Group has a substantial amount of leases and therefore their classification as either finance or operating leases is critical to the financial statements. The accounting for leases involves the exercise of judgment, particularly in determining whether the leases meet the definition of an operating or a finance lease. Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of the ownership to the lessee. All other leases are classified as operating lease. Future accounting policies At the date of authorisation of these financial statements, the following new and revised IFRS Standards and Interpretations have been adopted in the current year, where applicable to the Group. Their adoption has not had any significant impact on the amounts reported in the financial statements. IAS 7 IAS 12 IFRS 2014-2016 Cycle (Amended) (Amended) Disclosure Initiative Recognition of Deferred Tax Assets for Unrealised Losses Annual improvements At the date of authorisation of these financial statements, the following IFRS Standards and Interpretations, which have not been applied in these financial statements, were in issue but not yet effective: IFRS 9 IFRS 16 IFRS 17 IFRS 2 IAS 40 IFRIC 22 IFRS 2015 – 2017 Cycle (Amended) (Amended) (Revised) (Amended) (Amended) (Revised) Financial Instruments Leases Insurance Contracts Classification and Measurement of Share-based Payment Transactions Transfers of Investment Property Foreign Currency Transactions and Advance Consideration Annual improvements Beyond the information above, it is not practicable to provide a reasonable estimate of the effect of these standards until a detailed review has been completed. P a g e 25 | 66 Comptoir Group PLC Annual Report 2017 Principal accounting policies for the consolidated financial statements (continued) 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 2017. 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. P a g e 26 | 66 Comptoir Group PLC Annual Report 2017 Principal accounting policies for the consolidated financial statements (continued) (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 receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. After initial recognition loans and receivables are carried at amortised cost using the effective interest rate method less any allowance for impairment. Gains and losses are recognised in the income statement when the loans and receivables are derecognised or impaired, as well as through the amortisation process. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulty, high probability of bankruptcy or a financial reorganisation and default are considered indicators that the trade receivable is impaired. The amount of the provision is the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the original effective interest rate. The loss is recognised 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. P a g e 27 | 66 Comptoir Group PLC Annual Report 2017 Principal accounting policies for the consolidated financial statements (continued) (d) Property, plant and equipment Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Leases in which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. The owner-occupied properties (excluding land element) acquired by way of finance lease are stated at an amount equal to the lower of their fair value and the present value of the minimum lease payments at inception of the lease, less accumulated depreciation and impairment. Lease payments are accounted for as described in accounting policy (n). 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 Land and buildings Freehold Plant and machinery Fixture, fittings and equipment Over the length of the lease 4% straight line basis 15% on reducing balance 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 recognized 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) Intangible assets – lease premiums Lease premiums paid to previous tenants are recognised within the Balance Sheet as an intangible asset and amortised over the length of the lease. The amortisation is charged to the statement of comprehensive income on a straight-line basis. P a g e 28 | 66 Comptoir Group PLC Annual Report 2017 Principal accounting policies for the consolidated financial statements (continued) (g) 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. (h) 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. (i) 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. (j) 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. 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. P a g e 29 | 66 Comptoir Group PLC Annual Report 2017 Principal accounting policies for the consolidated financial statements (continued) (k) 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. (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 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 reserve can be reliably measured. P a g e 30 | 66 Comptoir Group PLC Annual Report 2017 Principal accounting policies for the consolidated financial statements (continued) (n) Expenses Operating lease payments Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are recognised in the comprehensive income statement on a straight-line basis over the term of the lease. Incentives to enter into an operating lease are also spread on a straight-line basis over the lease term as a reduction in rental expense. Finance lease payments Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership of the leased asset to the Group. All other leases are classified as operating leases. Assets held under finance leases are recognised initially at the fair value of the leased asset (or, if lower, the present value of minimum lease payments) at the inception of the lease. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation. Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Finance charges are deducted in measuring profit or loss. Assets held under finance leases are included in property, plant & equipment and depreciated and assessed for impairment losses in the same way as owned assets. 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. P a g e 31 | 66 Comptoir Group PLC Annual Report 2017 Principal accounting policies for the consolidated financial statements (continued) (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) Sale and leaseback of property In November 2017, the Group sold its freehold property and entered into an agreement to lease the building back for 15 years on market rate terms. In accordance with IAS 17 ‘Leases’, the Group classified the lease as an operating lease. As this transaction met the definition of a sale and operating leaseback per IAS 17, the Group has accounted for the leaseback in the same way it accounts for its other operating leases. As the selling price for the freehold property was at fair value, in accordance with IAS 17 the profit from the sale was recognised immediately. P a g e 32 | 66 Comptoir Group PLC Annual Report 2017 Notes to the consolidated financial statements For the year ended 31 December 2017 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 Income for the year consists of the following: Revenue from continuing operations Year ended 31 December 2017 £ Year ended 31 December 2016 £ 29,581,696 21,513,813 Other income not included within revenue in the income statement: Profit from sale of freehold property Other income Total income for the year 1,266,086 6,293 30,854,075 - 2,114 21,515,927 During the year ending 31 December 2017, the Group sold a freehold property. The proceeds generated from the sale were in excess of the carrying amount, giving rise to a profit shown above. 3. Group operating loss This is stated after charging/(crediting): AIM admission costs Operating lease charges Impairment of assets (see note 11 and below) Share-based payments (credit)/expense (see note 22 and below) Profit from sale of freehold property (see below) Restaurant opening costs (see below) Amortisation of intangible assets (see note 10) Depreciation of property, plant and equipment (see note 11) Impairment of assets (see note 11) Share-based payments (credit)/expense (see note 22) Exchange gain Auditors’ remuneration (see note 4) Year ended 31 December 2017 £ Year ended 31 December 2016 £ - 3,417,211 1,825 (162,620) (1,266,086) 509,704 126,111 1,395,475 1,825 (162,620) (412) 50,000 232,586 2,194,804 471,796 479,210 - 1,401,546 28,958 950,625 471,796 479,210 - 90,000 P a g e 33 | 66 Comptoir Group PLC Annual Report 2017 Notes to the consolidated financial statements (continued) 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: Pre-opening costs Post-opening costs 4. Auditors’ remuneration Year ended 31 December 2017 £ 179,152 330,552 509,704 Year ended 31 December 2016 £ 907,045 494,501 1,401,546 Year ended 31 December 2017 £ Year ended 31 December 2016 £ Auditors’ remuneration: Fees payable to Company’s auditor for the audit of its annual accounts 15,000 15,000 Other fees to the Company’s auditors The audit of the Company’s subsidiaries Total audit fees Reporting accountant services Review of the half-year accounts Total non-audit fees Total auditors’ remuneration 20,000 35,000 20,000 35,000 - 15,000 15,000 50,000 55,000 - 55,000 90,000 P a g e 34 | 66 Notes to the consolidated financial statements (continued) 5. Staff costs and numbers Comptoir Group PLC Annual Report 2017 (a) Staff costs (including directors): Wages and salaries: Kitchen, floor and management wages Apprentice Levy Other costs: Social security costs Share-based payments (note 22) Pension costs Total staff costs Year ended 31 December 2017 £ Year ended 31 December 2016 £ 10,636,242 27,662 7,071,444 - 803,950 (162,620) 99,266 11,404,500 549,430 479,210 39,907 8,139,991 (b) Staff numbers (including directors): Number Number Kitchen and floor staff Managements staff Total number of staff (c) Directors’ remuneration: Emoluments Money purchase (and other) pension contributions Non-Executive directors’ fees Total directors’ costs 576 87 663 566 86 652 374,615 897 55,000 430,512 251,295 1,164 28,917 281,376 Directors’ remuneration disclosed above include the following amounts paid to the highest paid director: Emoluments Money purchase (and other) pension contributions 187,308 448 119,013 569 Further details on Directors’ emoluments and the executive pension schemes are given in the Directors’ report. 6. Finance costs Interest payable and similar charges: Interest on finance leases and hire purchase contracts Interest on bank loans and overdraft Total finance costs for the year Year ended 31 December 2017 £ Year ended 31 December 2016 £ 251 60,169 60,420 50,831 74,406 125,237 P a g e 35 | 66 Comptoir Group PLC Annual Report 2017 Notes to the consolidated financial statements (continued) 7. Taxation The major components of income tax for the years ended 31 December 2017 and 2016 are: (a) Analysis of charge in the year: Current tax: UK corporation tax on the profit/(loss) for the year Adjustments in respect of previous years Deferred tax: Origination and reversal of temporary differences Tax losses carried forward Total tax charge/(credit) for the year (b) Factors affecting the tax charge for the year: Year ended 31 December 2017 £ Year ended 31 December 2016 £ 70,087 - 13,995 6,086 (24,498) 12,157 (114,414) 7,450 57,746 (86,883) The tax charged for the year varies from the standard rate of corporation tax in the UK due to the following factors: Profit/(loss) on ordinary activities before tax Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 19.25% (2016: 20%) Effects of: Depreciation on non-qualifying assets (Income)/expenses not deductible for tax purposes Effect of change in corporation tax Adjustments in respect of previous tax years Other miscellaneous items Losses utilised in the year Total tax charge/(credit) for the year Year ended 31 December 2017 £ 456,858 87,945 Year ended 31 December 2016 £ (1,004,996) (201,000) (59,958) 41,850 (4,114) - (552) (7,425) 57,746 (14,314) 132,445 - 6,086 4,084 (14,184) (86,883) P a g e 36 | 66 Comptoir Group PLC Annual Report 2017 Notes to the consolidated financial statements (continued) 8. Earnings/(loss) per share The Company had 96,000,000 ordinary shares of £0.01 each and 5,000 B ordinary shares of £0.01 each in issue as 31 December 2015. In June 2016, the 5,000 B ordinary shares were re-designated as ordinary shares of £0.01 each and 79,990,000 new ordinary shares of £0.01 each were allotted and issued to the existing shareholders as a bonus issue of shares. On the date of the IPO the company issued a further 16,000,000 new shares. On 28 September 2017 the Company raised £4 million (before costs) through the issuance of 26,666,667 new shares by way of a placing at a price of £0.15 per share. The basic and diluted earnings per share figures, is based on the weighted average number of shares in issue during the period. The basic and diluted earnings per share figures are set out below: Profit/(loss) attributable to shareholders Weighted average number of shares For basic earnings per share Adjustment for options outstanding For diluted earnings per share Earnings/(loss) per share: Basic (pence) From profit/(loss) for the year Diluted (pence) From profit/(loss) for the year Year ended 31 December 2017 £ Year ended 31 December 2016 £ 399,112 (918,113) 2017 Number 2016 Number 102,940,639 - 102,940,639 54,037,158 1,159,276 55,196,434 2017 Pence per share 2016 Pence per share 0.39 0.39 (1.70) (1.66) Diluted earnings/(loss) 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 options 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 December 2017 and consequently would be antidilutive, no adjustment was made in respect of the share options outstanding to determine the diluted number of options. P a g e 37 | 66 Comptoir Group PLC Annual Report 2017 Notes to the consolidated financial statements (continued) 9. Dividends Amounts recognised as distributable to equity holders in the year: Dividend for the year ended 31 December 2016 of £7.84 per share Dividend for the year ending 31 December 2017 Year ended 31 December 2017 £ Year ended 31 December 2016 £ - - 78,375 - Prior to the Company’s IPO, its Chief Executive, C Hanna, and its Creative and Founding Director, A Kitous, were remunerated by way of dividends in lieu of market rate salaries. Since the Company’s IPO, these directors have received market rate salaries instead of such dividends. 10. Intangible assets Group Cost At 1 January 2017 Additions (see below) At 31 December 2017 Accumulated amortisation At 1 January 2017 Amortised during the year At 31 December 2017 Net Book Value as at 31 December 2016 Net Book Value as at 31 December 2017 Lease premiums £ Goodwill £ Total £ 1,075,000 - 1,075,000 28,958 126,111 155,069 74,979 14,982 89,961 - - - 1,149,979 14,982 1,164,961 28,958 126,111 155,069 1,046,042 74,979 1,121,021 919,931 89,961 1,009,892 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. Based on the results of the impairment test, there is sufficient headroom and no impairment of the goodwill is required. The goodwill addition reflects additional legal costs incurred to acquire Aqushia Limited in 2016, which were not recognised in the prior year. P a g e 38 | 66 Comptoir Group PLC Annual Report 2017 Notes to the consolidated financial statements (continued) 11. Property, plant and equipment Group Cost At 1 January 2016 Additions Business combination additions At 31 December 2016 Accumulated depreciation and impairment At 1 January 2016 Depreciation during the year Impairment during the year At 31 December 2016 Cost At 1 January 2017 Additions Disposals At 31 December 2017 Accumulated depreciation and impairment At 1 January 2017 Depreciation during the year Eliminated on disposal Impairment during the year At 31 December 2017 Net Book Value as at 31 December 2016 Net Book Value as at 31 December 2017 Freehold land and buildings £ Leasehold Land and buildings £ Plant and machinery £ Fixture, fittings & equipment £ Motor Vehicles £ 1,481,879 80,136 - 5,656,468 2,729,476 - 2,418,673 1,212,779 342,177 1,605,386 474,453 59,996 1,562,015 8,385,944 3,973,629 2,139,835 69,154 49,396 - 118,550 2,023,852 478,025 296,260 2,798,137 911,422 297,872 85,547 1,294,841 519,572 125,335 89,989 734,896 - - - - - - - - Total £ 11,162,406 4,496,844 402,173 16,061,423 3,524,000 950,628 471,796 4,946,424 1,562,015 - (1,562,015) - 8,385,944 1,576,517 - 9,962,461 3,973,629 670,561 - 4,644,190 2,139,835 510,320 - 2,650,155 - 15,120 - 15,120 16,061,423 2,772,518 (1,562,015) 17,271,926 118,550 57,274 (175,824) - - 2,798,137 694,286 - - 3,492,423 1,294,841 480,717 - 1,457 1,777,015 734,896 160,174 - 368 895,438 - 3,024 - - 3,024 4,946,424 1,395,475 (175,824) 1,825 6,167,900 1,443,465 5,587,807 2,678,788 1,404,939 - 11,114,999 - 6,470,038 2,867,175 1,754,717 12,096 11,104,026 P a g e 39 | 66 Notes to the consolidated financial statements (continued) Comptoir Group PLC Annual Report 2017 Assets held under finance leases Cost At 1 January 2017 Additions Legal ownership transferred Cost as at 31 December 2017 Accumulated depreciation At 1 January 2016 Depreciation during the year Impairment during the year Legal ownership transferred Accumulated depreciation as at 31 December 2017 Net book value at the year end Group 31 December 2017 £ 31 December 2016 £ 315,618 - (315,618) - 203,608 - - (203,608) - - 1,853,942 80,136 (1,618,460) 315,618 170,987 84,622 87,600 (139,601) 203,608 112,010 Legal ownership transferred relates to a plant and machinery and fixtures, fittings and equipment held under finance lease that has subsequently been purchased outright during the current year. P a g e 40 | 66 Notes to the consolidated financial statements (continued) Comptoir Group PLC Annual Report 2017 12. 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 31 December Non-Controlling interests Ownership/voting interest at 31 December 2017 2016 2017 2016 Timerest Limited Chabane Limited* Comptoir Franchise Limited Shawa Group Limited* Shawa Bluewater Limited* Shawa Limited Shawa Rupert Street Limited* Comptoir Stratford Limited* Comptoir South Ken Limited* Comptoir Soho Limited* Comptoir Central Production Limited* Comptoir Westfield London Limited* Levant Restaurants Group Limited* Comptoir Chelsea Limited* Comptoir Bluewater Limited* Comptoir Wigmore Limited* Comptoir Kingston Limited* Comptoir Broadgate Limited* Comptoir Manchester Limited* Comptoir Restaurants Limited Comptoir Leeds Limited* Comptoir Oxford Street Limited* Comptoir I.P. Limited* Comptoir Reading Limited* TKCH Limited* Comptoir Bath Limited* Comptoir Exeter Limited* Yalla Yalla Restaurants Limited Comptoir Haymarket Ltd* Comptoir Oxford Limited* *Dormant companies England & Wales England & Wales England & Wales England & Wales England & Wales England & Wales England & Wales England & Wales England & Wales England & Wales England & Wales England & Wales England & Wales England & Wales England & Wales England & Wales England & Wales England & Wales England & Wales England & Wales England & Wales England & Wales England & Wales England & Wales England & Wales England & Wales England & Wales England & Wales England & Wales England & Wales 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Changes to subsidiaries during the year ended 31 December 2017: Shawa Haymarket Limited changed its name to Comptoir Haymarket Limited on 21 April 2017. P a g e 41 | 66 Notes to the consolidated financial statements (continued) 13. Inventories Comptoir Group PLC Annual Report 2017 Group 31 December 2017 £ 31 December 2016 £ Finished goods and goods for resale 606,652 479,830 14. Trade and other receivables Trade receivables Other receivables Prepayments and accrued income Total trade and other receivables 15. Trade and other payables Trade payables Bank overdraft Accruals Other taxation and social security Other payables Total trade and other payables 16. Borrowings Bank loans (see below) Hire purchase liabilities Total borrowings Group 31 December 2017 £ 31 December 2016 £ 699,506 499,046 1,182,067 2,380,619 572,691 499,934 1,124,690 2,197,315 Group 31 December 2017 £ 31 December 2016 £ 1,729,877 184,362 2,234,435 877,185 27,339 5,053,198 1,383,209 - 1,546,108 541,314 87,018 3,557,649 Group 31 December 2017 £ 31 December 2016 £ 1,376,489 - 1,376,489 1,990,527 21,921 2,012,448 P a g e 42 | 66 Comptoir Group PLC Annual Report 2017 Notes to the consolidated financial statements (continued) The long term bank loans are secured by way of fixed charges over the assets of various Group companies. Some of the bank loans are secured by a personal guarantee given by A Kitous, director, amounting to £6,925,000. Bank loans of £1,376,489, represent amounts repayable within one year of £669,778 and amounts totalling £706,711 which are repayable in more than one year but less than five years. All bank loans have a five-year term with maturity dates of between 2018 and 2020. All loans attract a rate of interest of 3.25% over the Bank base rate. 17. Provisions for liabilities Provisions for leasehold property dilapidations Total provisions Movements on provisions: At 1 January 2017 Provision in the year (net of releases) Total at 31 December 2017 Group 31 December 2017 £ 31 December 2016 £ 48,036 48,036 35,050 35,050 Group £ 35,050 12,986 48,036 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. 18. 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 2017 £ Liabilities 2016 £ Assets 2017 £ Assets 2016 £ Accelerated capital allowances Tax losses Share-based payments 118,772 - - 118,772 287,287 - - 287,287 - 148,822 - 148,822 44,020 160,978 99,997 304,995 P a g e 43 | 66 Comptoir Group PLC Annual Report 2017 Notes to the consolidated financial statements (continued) Movements in the year: Net asset/(liability) at 1 January Charge to Statement of Comprehensive Income (note 7) Net asset at year end Group 2017 £ Group 2016 £ 17,708 12,342 30,050 (89,256) 106,964 17,708 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. 19. Share capital Authorised, issued and fully paid Brought forward Issues in the period At 31 December Brought forward Issues in the period At 31 December Number of 1p shares Year ended 31 December 2017 96,000,000 26,666,667 122,666,667 Year ended 31 December 2016 10,000 95,990,000 96,000,000 Nominal value Year ended 31 December 2017 £ 960,000 266,667 1,226,667 Year ended 31 December 2016 £ 100 959,900 960,000 The Company had 96,000,000 ordinary shares of £0.01 each in issue as 31 December 2016. On 28 September 2017 the Company raised £4 million (before costs of £148,707) through the issuance of 26,666,667 new shares by way of a placing at a price of £0.15 per share. 20. Other reserves The other reserves amount of £316,590 (2016 - £ 479,210) in 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. P a g e 44 | 66 Comptoir Group PLC Annual Report 2017 Notes to the consolidated financial statements (continued) 21. Retirement benefit schemes Defined contribution schemes Charge to profit and loss 31 December 2017 £ 31 December 2016 £ 99,266 39,907 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. 22. Share-based payments scheme Equity-settled share-based payments On 14 June 2016 the Company established an Enterprise Management Incentive (“EMI”) share option scheme and on the same day granted 2,970,000 EMI share options to certain key employees. The scheme enables all employees (as well as Directors) to subscribe for ordinary shares in Comptoir Group PLC. The scheme includes all subsidiary companies headed by Comptoir Group PLC. The exercise price of all of the options is £0.50, the term to expiration is 10 years from the date of grant and all of the options have the same vesting conditions attached to them. A share-based payment credit of £162,620 (2016: charge of £479,210) was recognised during the year, due to certain options granted under the scheme having lapsed as a result of employees of the Group having left their positions. This is included within non-trading items on the face of the statement of comprehensive income. On 14 June 2016, the Company also granted 1,440,000 unapproved share options to family members of directors, in relation to their capacity as shareholders investing in the Company. The exercise price of these options is £0.50, the term to expiration is 10 years from the grant date and all of the unapproved options have the same vesting conditions attached to them. If options remain unexercised after a period of 10 years from the date of grant, the options expire. Unvested options are forfeited if the employee leaves the Group before the options vest, vested options are forfeited if the employee leaves the Group before the options are exercised. On 21 June 2016, as a result of the Company’s IPO, all 2,970,000 of the EMI options in issue vested, resulting in a charge to the income statement equal to the fair value of the options on the date of grant. Since vesting and to the date of approval of these financial statements, none of the options had been exercised and 1,140,000 options cancelled. P a g e 45 | 66 Comptoir Group PLC Annual Report 2017 Notes to the consolidated financial statements (continued) Options outstanding, beginning of year Granted Cancelled Options outstanding, end of year Options exercisable, end of year No. of shares 2,770,000 - (940,000) 1,830,000 1,830,000 Year ended 31 December 2017 Average Exercise price £ 0.50 - 0.50 0.50 0.50 Year ended 31 December 2016 Average Exercise price £ - 0.50 0.50 0.50 0.50 No. of shares - 2,970,000 (200,000) 2,770,000 2,770,000 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: Risk free rate of return Expected term Estimated volatility Expected dividend yield Weighted average fair value of options granted Risk free interest rate The risk free interest rate is based on the UK 2-year Gilt yield. On grant date 0.10% 10 years 28% 0% £0.173 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. No share options were granted during the current year, the estimated volatility for the share options issued in the prior year was determined based on the standard deviation of share price fluctuations of similar businesses. 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. P a g e 46 | 66 Comptoir Group PLC Annual Report 2017 Notes to the consolidated financial statements (continued) 23. Reconciliation of profit/(loss) to cash generated from operations Profit/(loss) for the year 399,112 (918,113) Year ended 31 December 2017 £ Year ended 31 December 2016 £ Income tax expense/(credit) Finance costs Depreciation Amortisation of intangible assets Impairment of assets Share-based payment (credit)/charge Profit on disposal of property Movements in working capital Increase in inventories Increase in trade and other receivables Increase in payables and provisions 57,746 60,420 1,395,475 126,111 1,825 (162,620) (1,266,086) (126,822) (183,303) 1,324,173 (86,883) 125,237 950,628 28,958 471,796 479,210 - (175,631) (560,175) 54,995 Cash from operations 1,626,031 370,022 24. Reconciliation of changes in cash to the movement in net cash/(debt) Net cash/(debt): Year ended 31 December 2017 £ Year ended 31 December 2016 £ At the beginning of the year (1,199,242) (2,619,998) Movements in the year: Repayment of loan borrowings New loans advances Finance lease payments Hire purchase lease payments Non-cash movements in the year Cash inflow/(outflow) At the end of the year 674,207 - - 22,172 (60,420) 4,629,773 4,066,490 613,346 (825,000) 1,508,978 91,710 (126,653) 158,375 (1,199,242) P a g e 47 | 66 Comptoir Group PLC Annual Report 2017 Notes to the consolidated financial statements (continued) Represented by: At 1 January 2016 Cash and cash equivalents Overdraft Bank loans Finance leases Hire purchase liabilities £ 667,247 (12,416) (1,703,256) (1,461,044) (110,529) (2,619,998) Cash flow movements in the year £ 145,959 12,416 (211,654) 1,508,978 91,710 1,547,409 Non- cash flow movements in the year £ - - (75,617) (47,934) (3,102) (126,653) At 31 December 2016 £ 813,206 - (1,990,527) - (21,921) (1,199,242) At 1 January 2017 £ 813,206 - (1,990,527) (21,921) (1,199,242) Cash flow movements in the year £ Non- cash flow movements in the year £ At 31 December 2017 £ 4,814,135 (184,362) 674,207 22,172 5,326,152 - - (60,169) (251) (60,420) 5,627,341 (184,362) (1,376,489) - 4,066,490 Cash and cash equivalents Overdraft Bank loans Hire purchase liabilities 25. Financial instruments The Group finances its operations through equity and borrowings, with the borrowing interest typically subject to 3.25% 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. P a g e 48 | 66 Notes to the consolidated financial statements (continued) Comptoir Group PLC Annual Report 2017 Financial assets and liabilities Group financial assets: Cash and cash equivalents Trade and other receivables Total financial assets Group financial liabilities: Trade and other payables excl. corporation tax Hire purchase lease debt Bank loan Short -term financial liabilities Bank loan Long-term financial liabilities Total financial liabilities 31 December 2017 £ 31 December 2016 £ 5,627,341 2,380,619 8,007,960 813,207 2,197,315 3,010,522 31 December 2017 £ 31 December 2016 £ 5,053,198 - 669,778 5,722,976 706,711 706,711 6,429,687 3,557,649 21,921 610,120 4,189,690 1,380,407 1,380,407 5,570,097 *The loans held in the subsidiaries typically have the interest rate of 3.25% per annum over base rate. 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: As at 31 December 2017 Within one year Within two to five years After five years Less future interest payments Total As at 31 December 2016 Within one year Within two to five years After five years Less future interest payments Total *excluding corporation tax Overdraft £ Trade and other payables * £ Bank Loans £ Hire purchase lease liability £ 184,362 - - - 184,362 - - - - - 4,868,836 - - - 4,868,836 3,557,649 - - 709,906 733,163 - (66,580) 1,376,489 674,484 1,449,311 - - 3,557,649 (133,268) 1,990,527 - - - - - 22,081 - - (160) 21,921 P a g e 49 | 66 Comptoir Group PLC Annual Report 2017 Notes to the consolidated financial statements (continued) 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. 26. 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, liquidity 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 16), ensure continuity of funding, provided the Group continues to meet its covenant requirements (as detailed in the report of the Directors). P a g e 50 | 66 Comptoir Group PLC Annual Report 2017 Notes to the consolidated financial statements (continued) 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. 27. Lease commitments Finance lease commitments Future lease payments in respect of finance leases are due as follows: Within one year Within two and five years After five years Less future interest payments Present value of lease obligations Analysed as: Amounts due for settlement within one year Amounts due for settlement after one year Present value of lease obligations Minimum lease payments 31 December 2017 £ 31 December 2016 £ - - - - - - - - 22,081 - - (160) 21,921 21,921 - 21,921 P a g e 51 | 66 Comptoir Group PLC Annual Report 2017 Notes to the consolidated financial statements (continued) The lease commitments for the year ended 31 December 2016 are in respect of rentals payable by the Company or Group for certain items of plant and machinery. Leases include purchase options at the end of the lease periods and no restrictions are placed on the use of the assets. The fair value of the lease payments in respect of plant and machinery is £nil (2016: £21,921). The interest rate applied in calculating the present value of the payments is the incremental borrowing cost of the Group in relation to each lease, however the time value of money was considered by the Directors to be insignificant in the context of discounting the minimum lease payments, as the average lease term for plant and machinery was 3 years. Operating lease commitments The Group has entered into a number of property leases on standard commercial terms as lessee. There are no restrictions imposed by the Group's operating lease arrangements, either in the current or prior year. At the reporting date, the total future minimum rentals payable under non-cancellable operating leases over the remaining lives of the leases are: Within one year Within two and five years After five years Total 31 December 2017 £ 31 December 2016 £ 3,465,376 10,839,071 16,001,475 30,305,922 2,247,070 5,637,967 6,125,427 14,010,464 In November 2017, the Group sold its freehold property and leased the building back for 15 years on market terms. Under IAS 17, the Group classified the leaseback as an operating lease. As this was a sale and operating leaseback under IAS 17, at the date of initial application the Group accounts for the leaseback in the same way as it accounts for its other operating leases. 28. Contingent liabilities The Group had no contingent liabilities at 31 December 2017 or 31 December 2016. 29. Capital commitments The Group capital commitments of £1.5m at 31 December 2017 (2016 - £nil) in relation to two new sites opening in during 2018. 30. Directors’ transactions During the year Comptoir Group PLC paid a dividend of £Nil (2016: £39,188 to C Hanna and £39,188 to A Kitous, both of whom are directors and shareholders of Comptoir Group PLC). P a g e 52 | 66 Comptoir Group PLC Annual Report 2017 Notes to the consolidated financial statements (continued) 31. 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. 70,000 and 150,000 of the EMI options that were issued on the 14 June 2016 and are detailed in note 22, were granted to M Kitous, brother of Director, A Kitous and P Hanna, son of Director, C Hanna, respectively. All of the unapproved share options that were issued on the 14 June 2016 and are detailed in note 22, were issued to family members of J Kaye, a director of the company. The exercise price of these options is £0.50, the term to expiration is 10 years and all of the unapproved options have the same vesting conditions as the approved options attached to them. During the year, the Group paid fees of £25,000 (2016: £10,417) to Messrs Gerald Edelman, a firm in which director R Kleiner is a partner, in respect of part of his non-executive director fees. Also during the year, the Group paid further amounts totalling £23,950 to Messrs Gerald Edelman, in respect of accountancy and corporate finance services provided to the Group. 32. Subsequent events There were no significant subsequent events which the directors consider require disclosure within these financial statements. P a g e 53 | 66 Comptoir Group PLC Annual Report 2017 Parent Company accounts (under UK GAAP) Company balance sheet as at 31 December 2017 Notes 31 December 2017 £ 31 December 2016 £ Fixed assets Property, plant and equipment Investment property Intangible assets Investments in subsidiaries Current assets Debtors Cash and cash equivalents Total assets Liabilities Current liabilities Creditors Provisions for liabilities Total liabilities Net assets Equity Share capital Share premium Other reserves Retained earnings Total equity – attributable to equity shareholders of the company iii iv v vi vii ix viii x x x x 22,944 - 80,380 317,970 421,294 14,475,913 1,214,011 15,689,924 28,356 1,680,136 72,896 480,590 2,261,978 8,746,986 105,779 8,852,765 16,111,218 11,114,743 (2,541,691) (2,541,691) (2,272,010) (2,272,010) (6,244) (23,624) (2,547,935) (2,295,634) 13,563,283 8,819,109 1,226,667 10,050,313 316,590 1,969,713 960,000 6,465,687 479,210 914,212 13,563,283 8,919,109 The financial statements of Comptoir Group Plc (company registration number 07741283) were approved by the Board of Directors and authorised for issue on 20 April 2018 and were signed on its behalf by: Chaker Hanna Chief Executive Director P a g e 54 | 66 Comptoir Group PLC Annual Report 2017 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. 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. 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. 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 22 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. P a g e 55 | 66 Comptoir Group PLC Annual Report 2017 Company financial statements – under UK GAAP Accounting policies and basis of preparation (continued) 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. Investment property In accordance with FRS 102, property leased to subsidiary entities is classified as Investment Property. Investment property is carried at fair value and revaluation surpluses or losses are recognised in the Statement of Comprehensive Income. Deferred tax is provided on the gains at the rate expected to apply when the property is sold. P a g e 56 | 66 Comptoir Group PLC Annual Report 2017 Company financial statements – under UK GAAP Notes to the financial statements i) Profit attributable to members of the holding company 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 profit of £1,055,501. Remuneration of the auditor is borne by a subsidiary undertaking, Timerest Limited. ii) Employee costs and numbers The Company has no employees. All Group employees and Directors’ remuneration are disclosed within the Group’s consolidated financial statements. iii) Property, plant and equipment Cost At 1 January 2017 Additions At 31 December 2017 Accumulated depreciation and impairment At 1 January 2017 Depreciation during the year At 31 December 2017 Net Book Value as at 31 December 2016 Net Book Value as at 31 December 2017 Leasehold Land and buildings £ Plant and machinery £ Fixture, fittings & equipment £ Total £ 11,290 - 11,290 26,655 - 26,655 5,384 2,258 7,642 8,466 2,728 11,194 5,555 - 5,555 1,294 426 1,720 43,500 - 43,500 15,144 5,412 20,556 5,906 18,189 4,261 28,356 3,648 15,461 3,835 22,944 P a g e 57 | 66 Company financial statements – under UK GAAP Notes to the financial statements (continued) Comptoir Group PLC Annual Report 2017 iv) Investment property Fair value at 1 January 2017 Additions Revaluations Disposals (see below) At 31 December 2017 £ 1,680,136 - - (1,680,136) - The property was disposed of in November 2017 and subsequently leased back. After reviewing facts, it was determined that the terms of the new agreement more closely met the definition of an operating lease than a finance lease and therefore the profit from the sale of freehold property has been fully recognised within the income statement. v) Intangible assets Goodwill Cost At 1 January 2017 Additions during the year At 31 December 2017 Accumulated amortisation and impairment At 1 January 2017 Amortisation during the year At 31 December 2017 Net Book Value as at 31 December 2016 Net Book Value as at 31 December 2017 Total £ 74,979 14,982 89,961 2,083 7,498 9,581 72,896 80,380 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 20 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. 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. P a g e 58 | 66 Company financial statements – under UK GAAP Comptoir Group PLC Annual Report 2017 Notes to the accounts (continued) vi) Investments in subsidiary undertakings Cost At 31 December 2016 Share-based payments credited At 31 December 2017 Amounts written off At 31 December 2016 and 31 December 2017 Net book value at 31 December 2016 Net book value at 31 December 2017 vii) Debtors Other debtors Amounts receivable from group undertakings Amounts falling due after more than one year: Deferred tax asset Total viii) Deferred tax liabilities Deferred tax recognised in balance sheet: Deferred tax liabilities: Brought forward Credit to profit or loss Total deferred tax liability Shares £ 1,380 - 1,380 - 1,380 1,380 Loans and other £ Total £ 479,210 (162,620) 316,590 480,590 (162,620) 317,970 - 479,210 316,590 - 480,590 317,970 Year ended 31 December 2017 £ Year ended 31 December 2016 £ 294,610 14,328,732 49,561 8,697,425 14,623,342 8,746,986 1,278 - 14,624,620 8,746,986 Total £ 23,624 (17,380) 6,244 P a g e 59 | 66 Company financial statements – under UK GAAP Notes to the accounts (continued) ix) Creditors Comptoir Group PLC Annual Report 2017 Trade creditors Amounts due to group undertakings Other creditors Corporation tax Total x) Share capital and reserves Year ended 31 December 2017 £ Year ended 31 December 2016 £ 29,420 2,479,207 1,470 31,594 2,541,691 22,486 2,248,054 1,470 - 2,272,010 Share capital £ Share premium £ Other reserves £ Retained earnings £ Total £ 960,000 266,667 6,465,687 3,733,333 479,210 - 914,212 - 8,819,109 4,000,000 - - - (162,620) (148,707) - - - (162,620) (148,707) - 1,226,667 - 10,050,313 - 316,590 1,055,501 1,969,713 1,055,501 13,563,283 At 1 January 2017 Issue of shares Employee shared-based payment schemes Share issue costs Total comprehensive income for the year At 31 December 2017 Details of share issues during the year are given in note 19 of the consolidated financial statements and details of the dividends paid and proposed during the year are given in note 9 of the consolidated financial statements. xi) Contingent liabilities The Company had no contingent liabilities at 31 December 2017 or 31 December 2016. xii) Capital commitments The Group capital commitments of £1.5m at 31 December 2017 (2016 - £nil) in relation to two new sites opening in during 2018. xiii) 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. P a g e 60 | 66 Comptoir Group PLC Annual Report 2017 Company financial statements – under UK GAAP Notes to the accounts (continued) xiv) Ultimate controlling party The Company has no ultimate controlling party. xv) Subsequent events There were no significant subsequent events which the directors consider require disclosure within these financial statements. P a g e 61 | 66 Comptoir Group PLC Annual Report 2017 Notice of Annual General Meeting Comptoir Group PLC Registered in England and Wales with no. 7741283 Notice is hereby given that the 2018 Annual General Meeting of Comptoir Group Plc will be held at 73, Cornhill, London EC3V 3QQ on 18 June 2018 at 11.15 a.m. for the transaction of the following business: ORDINARY BUSINESS As ordinary business to consider and, if thought fit, to pass the following resolutions, each of which will be proposed as ordinary resolutions: 1. THAT, the Company's annual accounts for the year ended 31 December 2017, together with the report of the auditors and the directors thereon, be received and adopted. 2. THAT, Ahmed Kitous, who retires in accordance with the Company's articles of association, be re-elected as a director. 3. THAT, UHY Hacker Young LLP be re-appointed as auditors to the Company until the conclusion of the next Annual General Meeting at which accounts of the Company are presented and the directors be authorised to fix their remuneration. SPECIAL BUSINESS As special business to consider and, if thought fit, to pass the following resolutions, of which resolution 5 will be proposed as an ordinary resolution and resolution 6 as a special resolution: 4. THAT, the directors be and they are generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares, or to grant rights to subscribe for or to convert any securities into shares, of up to an aggregate nominal amount of £96,000 during the period commencing on the passing of this resolution and expiring on the date of the next annual general meeting of the Company (unless previously revoked, varied or extended by the Company in general meeting), but so that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted, or rights to subscribe for or to convert any securities into shares to be granted, after such expiry and the directors may allot shares, or grant rights to subscribe for or to convert any securities into shares, in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired. This authority is in substitution for all subsisting authorities, to the extent unused. 5. THAT, the directors be and they are empowered during the period commencing on the passing of this resolution and expiring on the date of the next annual general meeting of the Company (unless previously revoked, varied or extended by the Company in general meeting) pursuant to section 570(1) of the Act to allot equity securities (within the meaning of section 560(1) of the Act) wholly for cash pursuant to the authority conferred by resolution 5 above as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to: (i) (ii) the allotment of equity securities for cash up to an aggregate nominal amount of £96,000; and the allotment of equity securities in connection with an offer of such securities by way of rights to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings of such shares, but subject to such exclusions or other arrangements as the directors P a g e 62 | 66 Comptoir Group PLC Annual Report 2017 may deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange, but so that this authority shall allow the Company to make offers or agreements before the expiry and the directors may allot equity securities in pursuance of such offers or agreements as if the powers conferred hereby had not so expired. By order of the Board On behalf of Directors Chaker Hanna 20 April 2018 Registered Office: Suite 4, Strata House, 34a Waterloo Road, London, NW2 7UH P a g e 63 | 66 Comptoir Group PLC Annual Report 2017 The following notes explain your general rights as a shareholder and your right to attend and vote at this Meeting or to appoint someone else to vote on your behalf. 1. To be entitled to attend and vote at the Meeting (and for the purpose of the determination by the Company of the number of votes they may cast), shareholders must be registered in the Register of Members of the Company at close of trading on 16 June 2018. Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the Meeting. 2. Shareholders, or their proxies, intending to attend the Meeting in person are requested, if possible, to arrive at the Meeting venue at least 20 minutes prior to the commencement of the Meeting at 11.15 a.m. (UK time) on 18 June 2018 so that their shareholding may be checked against the Company’s Register of Members and attendances recorded. 3. 4. 5. Shareholders are entitled to appoint another person as a proxy to exercise all or part of their rights to attend and to speak and vote on their behalf at the Meeting. A shareholder may appoint more than one proxy in relation to the Meeting provided that each proxy is appointed to exercise the rights attached to a different ordinary share or ordinary shares held by that shareholder. A proxy need not be a shareholder of the Company. . In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s Register of Members in respect of the joint holding (the first named being the most senior). 6. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting. 7. You can vote either:  by logging on to www.signalshares.com and following the instructions;  You may request a hard copy form of proxy directly from the registrars, Link Asset Services (previously called Capita), on Tel: 0371 664 0300. Calls cost 12p per minute plus your phone company’s access charge. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 – 17:30, Monday to Friday excluding public holidays in England and Wales.  in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out. In order for a proxy appointment to be valid a form of proxy must be completed. In each case the form of proxy must be received by Link Asset Services at 34 Beckenham Road, Beckenham, Kent, BR3 4ZF by 11.15 a.m. on 16 June 2018. P a g e 64 | 66 Comptoir Group PLC Annual Report 2017 8. If you return more than one proxy appointment, either by paper or electronic communication, the appointment received last by the Registrar before the latest time for the receipt of proxies will take precedence. You are advised to read the terms and conditions of use carefully. Electronic communication facilities are open to all shareholders and those who use them will not be disadvantaged. 9. The return of a completed form of proxy, electronic filing or any CREST Proxy Instruction (as described in note 11 below) will not prevent a shareholder from attending the Meeting and voting in person if he/she wishes to do so. 10. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting (and any adjournment of the Meeting) by using the procedures described in the CREST Manual (available from www.euroclear.com/site/public/EUI). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. 11. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a ‘CREST Proxy Instruction’) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer’s agent (ID RA10) by 11.15 a.m. on 16 June 2018. For this purpose, the time of receipt will be taken to mean the time (as determined by the timestamp applied to the message by the CREST application host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. 12. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. 13. Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder provided that no more than one corporate representative exercises powers in relation to the same shares. 14. As at 18 May 2018 (being the latest practicable business day prior to the publication of this Notice), the Company’s ordinary issued share capital consists of 122,666,667 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 18 May 2018 are 122,666,667. P a g e 65 | 66 Comptoir Group PLC Annual Report 2017 15. Under Section 527 of the Companies Act 2006, shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s financial statements (including the Auditor’s Report and the conduct of the audit) that are to be laid before the Meeting; or (ii) any circumstances connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual financial statements and reports were laid in accordance with Section 437 of the Companies Act 2006 (in each case) that the shareholders propose to raise at the relevant meeting. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Meeting for the relevant financial year includes any statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on a website. 16. Any shareholder attending the Meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the Meeting but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered. The following documents are available for inspection during normal business hours at the registered office of the Company on any business day from the date of this Notice until the time of the Meeting and may also be inspected at the Meeting venue, as specified in this Notice, from am on the day of the Meeting until the conclusion of the Meeting: Copies of the Directors’ letters of appointment or service contracts. 17. You may not use any electronic address (within the meaning of Section 333(4) of the Companies Act 2006) provided in either this Notice or any related documents (including the form of proxy) to communicate with the Company for any purposes other than those expressly stated. 18. A copy of this Notice, and other information required by Section 311A of the Companies Act 2006, can be found on the Company’s website at www.comptoirlibanais.com. P a g e 66 | 66 

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