Company Registration Number 07741283 (England and Wales)
COMPTOIR GROUP PLC
ANNUAL REPORT
FOR THE PERIOD ENDED 2 JANUARY 2022
Company information
Comptoir Group PLC
Annual Report 2022
Directors
Secretary
Company number
Registered office
Business address
Chief Executive
Creative Director
Finance Director
Non‐Executive Chairman
C Hanna
A Kitous
M Toon
R Kleiner
M Toon
07741283
Unit 2
Plantain Place
Crosby Row
London Bridge
SE1 1YN
Unit 2
Plantain Place
Crosby Row
London Bridge
SE1 1YN
Nominated Advisor and Broker
Auditors
Solicitors
Registrars
Canaccord Genuity Limited
88 Wood Street
London
EC2V 7QR
UHY Hacker Young
Quadrant House
4 Thomas More Square
London
E1W 1YW
Howard Kennedy LLP
No.1 London Bridge
London
SE1 9BG
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
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 (under UK GAAP)
Comptoir Group PLC
Annual Report 2022
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Comptoir Group PLC
Annual Report 2022
Chairman’s statement
Highlights:
Group revenue of £20.7m up by 66.9% (2020 restated: £12.4m).
Gross profit of £16.9m up by £7.1m (2020 restated: £9.8m).
Adjusted EBITDA* before highlighted items of £6.4m up by 357.1% (2020: £1.4m).
IFRS profit after tax of £1.6m (2020: £8.1m loss).
All sites closed from 5 January 2021 for indoor dining, re‐opened in April 2021 for outdoor dining and dine‐
in from May 2021.
Net cash and cash equivalents at the period end of £9.9m (31 December 2020: £7.8m).
The basic profit per share for the year was 1.34 pence (2020: basic loss per share 6.60 pence).
Currently own and operate 21 restaurants, with a further 4 franchise restaurants.
Note that these results are impacted by COVID‐19 related closures affecting all restaurants in the Group from 19th March 2020.
*Adjusted EBITDA was calculated from the profit/(loss) before taxation adding back interest, depreciation, share‐based payments
and non‐recurring costs (note 4).
Richard Kleiner, Non‐Executive Chairman, said: “I’m pleased to report on the Group’s annual results for the 52‐
week period ended 2nd January 2022. We are currently trading from 21 managed restaurants and 4 Franchise sites.
The last two years of the Covid‐19 pandemic have bought considerable challenges that we have had to deal with,
and adapt to, as the circumstances demanded. The Board can only express our continued thanks to our customers,
suppliers, landlords and especially our team who have navigated these challenges at every turn. Once again, all
our team members have worked tirelessly with incredible dedication and passion to ensure we remain focused and
ready to serve our customers. As these results demonstrate we have emerged from this period in an extremely
strong position both financially and operationally and can look forward to an exciting period of growth.
The Comptoir brand remains one known for its unique offering comprising healthy food of an excellent quality,
served in bold, vibrant and safe environments, whilst retaining the genuine feel of family and friendly hospitality,
that reflects the very heart and soul of our offering.
Since reopening fully in the summer, once eat‐in trade was permitted again, the results were highly encouraging
and although impacted by the December restrictions, as the Omicron variant took hold, trading remained robust.
We are looking forward to continued trading conditions with no government restrictions as customers continue to
come back to the hospitality offering, we are so well known for.
Of course, 2022 holds its own challenges with the end of government support in respect of cessation of the reduced
VAT rate and the normalisation of business rates charges, as well as the continued pressure on the labour and
procurement markets. However, the management team have seen many periods of uncertainty before and there
is no doubt we will once again navigate these challenges and continue to guide the group towards our exciting
growth strategy. Therefore, we look forward to the future with much optimism.”
Enquiries:
Comptoir Group plc
Chaker Hanna Tel: 0207 486 1111
Canaccord Genuity Limited (NOMAD and Broker)
Max Hartley Tel: 020 7523 8000
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Comptoir Group PLC
Annual Report 2022
Chief Executive’s review
For the period ended 2 January 2022
COVID‐19 Update
Due to government indoor dining restrictions from early January, the start of 2021 was once again extremely
difficult with all sites closed to eat in customers. We reopened in April for outdoor dining and eventually dine‐in
was permitted from May; from July onwards, all restrictions were completely lifted. Trading levels from this point
were extremely pleasing with sites performing strongly against 2019. The group traded exceptionally well in the
second half of the year due to the positive impact of staycations, which benefited sites outside of the main tourist
and office areas. Although December resulted in the hospitality sector being adversely impacted by further
government restrictions due to the Omicron variant, overall, our results exceeded the Board expectations
throughout the year.
Our forecasts have taken into consideration the additional pressure of inflation and labour costs, which
demonstrates that our unique offering remains strong. As our results verify, we can now conclude the group has
emerged from the difficulties of the last couple of years in a better position than pre‐pandemic, with strong
financial performance and a high performing portfolio of sites, allowing us to look to 2022 and beyond with great
confidence, including our ability to expand.
Customers
It was a pleasure to welcome customers back for dine‐in from May 2021, and we continue to ensure we offer
fantastic value, as well an environment that is inviting and bold. We periodically review and innovate our menu,
with our cuisine naturally attracting a vegan or vegetarian lifestyle, which is increasingly popular. We use our
guest feedback system to not only improve the menu but also our offering.
People
Notwithstanding the labour market challenges, we are within 5% of our optimum employment levels, reflecting
our family ethics and retention practices. Across the estate, we have never found ourselves in a position where
we have been unable to open due to a lack of team members, which is a contrast to the regrettable situation that
some restaurant brands have experienced. It is with great pride that I can report that the majority of our team
members choose to remain dedicated to our brands whilst the group continues its journey to reach maximum
potential. Whilst we actively monitor labour costs, we support the stalwarts of the business benefiting from
generous contractual payments, quarterly bonuses, ad hoc bonuses and other benefits inclusive of amazing career
progression.
I would like to take this opportunity, to thank each and every member of the team who worked tirelessly to achieve
our current success.
In anticipation of expansion, we are strengthening our management structure and have recently appointed a
Group Marketing Director and Procurement Manager.
Property
Property related costs, and in particular rental costs, are a significant part of our cost base, especially with limited
income during closure. I am pleased to report the majority of our landlords engaged with us in understanding the
difficulties that we all faced, and the Group has successfully achieved consensual lease concessions and rent
reductions for the lockdown periods for most of the estate. Through the pragmatic approach and support of our
landlords we have managed to avoid formal procedures such as a company voluntary arrangement ("CVA"). To
that end, I would like to express our gratitude for the financial assistance that our landlords offered in the spirit of
a true partnership.
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Comptoir Group PLC
Annual Report 2022
Chief Executive’s review (continued)
I am pleased to inform you that we opened a second site in the Shawa brand in Westfield on 17 September, which
has been extremely successful thus far outperforming all expectations. We are looking to expand upon the Shawa
brand in the coming year and beyond, as we are in the most favourable position since the launch of the Company
and have sufficient funds in place to accelerate our expansion.
We will continue to monitor and review the position of all our sites within the estate.
Revenue and Operating Profit
The business traded with all restaurants fully open for dine in from May. However, this compared favourably to
the previous year where near to 6 full months of trade were lost to government restrictions and, as a consequence,
revenue increased 66.9% from £12.4m to £20.7m
The reported IFRS profit after tax was £1.6m (2020: £8.1m loss).
Post IFRS 16
Pre IFRS 16
Post IFRS 16
Pre IFRS 16
2 January
2022
£
2 January
2022
£
31 December
2020
£
31 December
2020
£
Sales
20,711,257
20,711,257
12,366,441
12,366,441
Adjusted EBITDA:
Profit/(loss) before tax
Add back:
Depreciation
Finance costs
Impairment of assets
EBITDA
Share‐based payments expense
Restaurant opening costs
Payroll provision
Loss on disposal of fixed assets
Adjusted EBITDA
1,525,169
1,259,709
(8,149,855)
(5,845,539)
4,020,265
910,885
4,019,871
3,659,196
1,372,645
822,094 21,057
266,255
336,356
6,342,815 2,919,666
32,436 32,436
10,489 10,489
1,369,884
6,253
859,038
801,166 (3,610,364)
14,578
53,378
353,012
38,098 38,098
171,617
6,423,838 3,000,689 1,393,751 (3,017,779)
14,578
53,378
353,012
171,617
‐
‐
The Group has also taken account of the amendment to IFRS16 COVID‐19 related rent concessions. Where the
rent concession is a direct consequence of COVID‐19 and the reduction does not involve substantive changes to
the lease then the concessions can be credited to the profit and loss. This has resulted in a one‐off credit of £1.3m
in the period.
The Board does not recommend the payment of any dividend at this time as it is anticipated that all available
funds will be required to ensure working capital requirements are met over the foreseeable future.
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Comptoir Group PLC
Annual Report 2022
Chief Executive’s review (continued)
Cashflow and Financing
Cash generated from operations was £4.7m (2020: £2.7m) reflecting the impact of less closure periods across the
year.
Capital expenditure for the year remained at a reduced level due to the pandemic and totalled £0.4m (2020:
£0.2m).
The £3m loan made available through the government‐backed Coronavirus Business Interruption Loan Scheme
(“CBILS”), that was drawn down in 2020, remains unutilised and is the company’s only debt. Importantly, there
are no banking covenants with regard to such borrowings.
The Bank net cash position at the year‐end was £9.9m (2020: £7.8m).
Current trading and outlook
As restrictions have been lifted, we have seen trading increase to such a level that we remain optimistic about the
sales performance compared to 2019, although this will be tempered somewhat by rising costs. Although the end
of the rates relief, cessation of the reduced VAT rate and the introduction of 1.25% additional national insurance
will impact the level of profitability our future remains very positive. As a business, despite the difficult challenges
that came hand in hand with the pandemic, through hard work and resilience we have emerged in a stronger
position.
Having reviewed our operational controls and with the foundations that were put in place over lockdown we are
confident about our expansion strategy. The Board believes that the potential for organic growth in both the
Shawa and Comptoir Libanais brands remains through a considered selection process and effective management
of successful sites, as well as through our Franchise partners.
The investment in systems made during 2021, which includes Fourth Hospitality, Access Maintain, Flow, Loke for
the Comptoir App, as well as an overhaul of the finance systems, has allowed the company to leverage efficiencies
and ensure we have a market leading system platform allowing us to look ahead with confidence.
Chaker Hanna
Chief Executive Officer
27 May 2022
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Comptoir Group PLC
Annual Report 2022
Strategic Report
For the period ended 2 January 2022
The Directors present their strategic report for the period ended 2 January 2022.
Business model
The Group’s principal brand is Comptoir Libanais, which operates Lebanese and Eastern Mediterranean focused
restaurants. The restaurants seek to offer an all‐day dining experience based around healthy and fresh food in a
friendly, colourful and vibrant environment, which presents value for money. 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.
Shawa is a Lebanese grill‐serving lean, grilled meats, rotisserie chicken, homemade falafel, halloumi and fresh
salad, through a service counter offering, located in high footfall locations, such as shopping centres.
The average net spend per head over 2021 at Comptoir Libanais was £20.82 and the average spend at Shawa was
lower at £16.21, 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 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 still considerable potential to grow the Group’s franchised operations and we see
this as a complimentary and relatively low‐risk route to extend the presence of our brands, both within the UK
and in overseas territories. We have seen the opening of another two sites with our franchise partner HMS Host
in Abu Dhabi Airport & Doha. Comptoir will also shortly open with the same partner in Stanstead Airport.
The UK food delivery market continues to grow at pace, aided by increasing technology enabling ease of ordering
and quick access to a wide offering of menus through apps such as UberEats. We negotiated new multi‐platform
delivery agreements with Deliveroo, Just Eat and UberEats which commenced in March 2020 and helped to drive
significant further growth across this channel through direct delivery to our customers.
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Comptoir Group PLC
Annual Report 2022
Strategic Report (continued)
Review of the business and key performance indicators (KPIs)
Covid‐19 continued to impact the performance of the Group on a material basis, however in comparison to 2020
the performance was stronger. As a result, Group revenue grew by 66.9% to £20.7m (restated 2020 – £12.4m)
and the Consolidated Statement of Comprehensive Income shows a post‐tax profit of £1.6m (2020 – £8.1m 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 £6.4m (2020 –
£1.4m).
The Board and management team use a range of performance indicators to monitor and measure the performance
of the business. However, in common with most businesses, the critical KPI’s are focused on growth in sales and
EBITDA and these are appraised against budget, forecast and last year’s achieved levels.
In terms of non‐financial KPIs, the standard of service provided to customers is monitored via the scores from a
programme of regular monthly “mystery diner” visits to our restaurants carried out by HGem. Due to the
pandemic, the disruption has meant this measure has not been in use regularly. We also use feedback from health
and safety audits conducted by an external company (Food Alert) to ensure that critical operating procedures are
being adhered to.
Further explanation of the performance of the business over the 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
Any weakness in consumer confidence could have an adverse effect on footfall and customer spend in our
restaurants. The Covid‐19 virus had a significant impact on the hospitality sector and the wider UK and global
economy. There can be no argument on the devastating impact all in the industry have felt, however, we are now
looking forward to a period of normality as we return to business as usual.
Frequent or regular participation in the eating‐out market is afforded by the consumer out of household
disposable income. Macroeconomic factors such as employment levels, interest rates and inflation can impact
disposable income and consumer confidence can dictate their willingness to spend.
As indicated above, the core brands within the Group are positioned in the affordable segment of the casual dining
market. A strong focus on superior and attentive service together with value‐added marketing initiatives can help
to drive sales when 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.
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Comptoir Group PLC
Annual Report 2022
Strategic Report (continued)
Input cost inflation
The Group’s key input variables are the cost of food and drink, associated ingredients and the continued
progressive increases in the UK National Living Wage and Minimum Wage rates as well as the additional increase
in the Employers NI of 1.25% 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 exit from the European Union and negotiations over future trading has left a great deal of uncertainty that
still may impact consumer spending. The war in the Ukraine has direct consequences on the cost of fuel and will
also impact various food staples over the next 12 months that also needs to be considered.
The pressure on living standards and possible 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 market.
Continued focus on customer relations and targeted and adaptable marketing initiatives help the Group retain
and drive sales where footfall declines.
Labour cost inflation
Labour cost pressures that are outside of the control of the Group, such as auto‐enrolment pension costs,
minimum wage / Living wage increases, Employee and Employer NI increases, and the apprenticeship levy, are
endured by the Group and its competitors. Labour costs continue to be regularly monitored and ongoing initiatives
are used to reduce the impact of such pressures.
Strategy and execution
The Group’s central strategy is to open additional new outlets under its core Comptoir Libanais and Shawa brands.
Despite making every effort, there is no guarantee that the Group will be able to secure a sufficient number of
appropriate sites to meet its growth and financial targets and it is possible that new openings may take time to
reach the anticipated levels of mature profitability or to match historical financial returns. The Group utilises the
services of external property consultants and continues to develop stronger contacts and relationships with
potential landlords as well as their agents and advisers. However, there will always be competition for the best
sites and the Board will continue to approach any potential new site with caution and be highly selective in its
evaluation of new sites to ensure that target levels of return on investment are achieved.
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Comptoir Group PLC
Annual Report 2022
Strategic Report (continued)
Energy Consumption and Carbon Emissions
The Group is a 'quoted company' under the Streamlined Energy and Carbon Reporting regulations and must report
its greenhouse gas emissions from Scope 1 and 2 Electricity, Gas and Transport annually.
The Group has followed the 2019 HM Government environmental reporting guidelines to ensure compliance with
the SECR requirements. The DEFRA issued ‘Greenhouse gas reporting: conversion factors 2021’ conversion figures
for CO2e were used along with the fuel property figures to determine the kWh content for Fleet. The chosen
intensity measurement ratio is total gross emissions in Kgs CO2e/Cover.
Greenhouse gas emissions and energy use data for the period ended 2 January 2022
Energy consumption breakdown (kWh):
Grid electricity
Natural gas
Company fleet
Total energy consumption (kWh)
Emissions (metric tonnes CO2e):
Scope 1
Natural gas
Company fleet
Scope 2
Grid electricity
Scope 3
Electiricy T&D
2 Jan 2022
31 Dec 2020
2,191,709
1,444,967
64,063
3,700,739
2,929,506
2,148,415
50,996
5,128,917
264.66
16.12
395.03
12.89
465.37
682.99
41.18
58.74
Total gross emissions in metric tonnes CO2e
787.33
1,149.65
Intensity ratio kg CO2e / Covers
0.72
1.72
Measures taken to improve energy efficiency
The Group continues to strive for energy and carbon reduction arising from their activities. All sites conducted a
full check on all equipment when in lockdown to ensure usage was kept to a minimum including fridges and
freezers where possible. Air conditioning and heating was also reduced to minimum temperatures for
maintenance levels.
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Comptoir Group PLC
Annual Report 2022
Strategic Report (continued)
The Group is reporting upon all the required fuel sources as per SECR requirements. 95% of the utility data was
provided and 5% of the data was extrapolated using the average consumption for each site. Consumption for
company Fleet, litres were provided, and DEFRA fuel properties used to convert to kWh and metric tonnes CO2e.
Future developments
The Group will continue to roll out selectively 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 and expansion of the external catering offering.
On behalf of the Board
Chaker Hanna
Chief Executive Officer
27 May 2022
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Comptoir Group PLC
Annual Report 2022
Strategic Report – Section 172 Statement
This is the second year that the Directors are required to provide a section 172 statement as part of the Strategic
report. Below we explain the background to the section 172 statement.
Background
Section 172 of the Companies Act 2006 (‘Act’) requires the Directors to act in the way they consider, in good faith,
would be most likely to promote the success of the company for the benefit of its members as a whole, having
regard to various factors, including the matters listed below in section.
172(1)(a) to (f):
the likely consequences of any decisions in the long‐term;
the need to foster the Company’s business relationships with suppliers, customers and others;
a.
b. the interests of the Company’s employees;
c.
d. the impact of the Company’s operations on the community and environment;
e.
f.
the desirability of the Company maintaining a reputation for high standards of business conduct and
the need to act fairly as between members of the Company.
This statement is aimed at helping shareholders better understand how directors discharged their duty to promote
the success of companies under Section 172 of the Companies Act 2006 (“S172 Matters”). Throughout the year,
in performance of its duties, the Board has had regard to the interests of the Groups key stakeholders and has
taken account of any potential impact on these stakeholders of the decisions it has made.
Details of how the Board had regard to the following S172 matters are as per the below.
S172 Matters
Example
The likely
consequences of any
decisions in the long‐
term.
Communication with shareholders through the Comptoir Investor
website, AGM, investor meeting and circulars
Through the corporate governance framework described in this annual
report
The interests of the
Company’s
employees
Ongoing training and development at all levels
Engagement through the company engagement application,
newsletters, emails and other communications tools
The need to foster
the Company’s
business relationships
with suppliers,
customers and
others.
The impact of the
Company’s
operations on the
community and
environment.
Maintenance of regular contact with all suppliers.
Launch of the Comptoir loyalty scheme through the Comptoir
application
Responding to feedback from the customer.
Use of a mystery guest programme to ensure standards are visible and
maintained.
Local recruitment of staff
Flexible working to reduce travel where applicable
Ongoing focus on environmentally friendly processes and procedures
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Comptoir Group PLC
Annual Report 2022
The desirability of the
Company maintaining
a reputation for high
standards of business
conduct.
The need to act fairly
as between members
of the Company.
Regular restaurant visits and audit processes
Mystery guest programme
Food standards programme
Compliance updates at Board meetings
Ongoing training for all staff
We maintain an open dialogue with our shareholders
Engagement with stakeholders
On behalf of the Board
Chaker Hanna
Chief Executive Officer
27 May 2022
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Comptoir Group PLC
Annual Report 2022
Statement of Corporate Governance
The Board have elected to adopt the Quoted Companies Alliance (QCA) Corporate Governance Code in line with
the changes under Rule 26 of the AIM Rules for Companies requiring all companies that are traded on AIM to
adopt and comply with a recognised corporate governance code. Full details of our adoption to the code can be
found at https://investors.comptoirlibanais.com/corporate‐governance/.
The Board
The Board of Comptoir Group plc is the body responsible for the Group's objectives, its policies and the
stewardship of its resources. At the balance sheet date, the Board comprised four directors being Chaker Hanna,
Ahmed Kitous and Michael Toon as executive directors and Richard Kleiner as non‐executive director.
Richard Kleiner is considered by the Board to be independent. Each Director demonstrates a range of experience
and sufficient calibre to bring independent judgment on issues of strategy, risk management, performance,
resources and standards of conduct which are vital for the success of the Group.
The Board had eight Board meetings during the year. Richard Kleiner is Chairman of both the Audit and the
Remuneration Committees. 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 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.
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Comptoir Group PLC
Annual Report 2022
Statement of Corporate Governance (continued)
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 Group'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 Group makes periodically to the market, the Board uses the Annual General
Meeting to communicate with shareholders and welcomes their participation.
Going concern
Uncertainty remains following the Covid‐19 pandemic and this has been considered as part of the Group's
adoption of the going concern basis. Although trading was again impacted over the accounting period, the Group’s
trading were ahead of expectations. The Group was profitable during this period and increased its cash reserves
to £9.9m as at 2 January 2022.
The Directors have also considered the current business model, strategies and principal risks and uncertainties.
Based on the Group’s cash flow forecasts and projections, the Board is satisfied that the Group will be able to
operate for the foreseeable future. In making this assessment, the Directors have made a specific analysis of the
impact of current inflationary pressures, Covid‐19, Brexit and the current war impacting the Ukraine.
The Group currently has cash reserves of £9.9m and the Board believes that the business has the ability to remain
trading for a period of at least 12 months from the date of signing of these financial statements. These financial
statements have therefore been prepared on the going concern basis.
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Comptoir Group PLC
Annual Report 2022
Report of the directors
The Directors present their report together with the audited financial statements for the period ended 2 January
2022.
Results and dividends
The consolidated statement of comprehensive income is set out on page 26 and shows the profit for the year.
The Directors do not recommend the payment of a dividend for the year (2020: £nil).
Principal activities
The Company’s and Group's principal activity continues to be that of the operating of restaurants with
Lebanese/Middle Eastern offering in the UK casual dining sector.
Directors
The Directors of the Group, who held office during the year, and their shareholding at the year‐end date, were as
follows:
Executive
A Kitous
C Hanna
Non‐Executive
R Kleiner
Substantial shareholders
Number of
ordinary shares
Percentage
shareholding (%)
58,412,503
22,585,833
47.6%
18.4%
610,000
0.5%
Besides the Directors, the only other substantial shareholder at the year‐end date is Tellworth Investments, whom
have a 7.5% shareholding (9,192,319 ordinary shares).
Directors’ remuneration
The remuneration of the Directors for the year ended 2 January 2022 was as follows:
A Kitous
C Hanna
M Toon
R Kleiner
Period ended 2 January 2022
Remuneration
£
158,203
148,019
131,635
7,500
445,358
Pension
£
10,913
21,096
1,941
‐
33,950
Total
£
169,116
169,116
133,576
7,500
479,307
Year ended 31
December 2020
Total
£
86,407
99,197
94,037
26,250
305,892
During the year, the Group also paid fees of £41,250 (2020: £26,250) to Messrs Gerald Edelman, a firm in which
director R Kleiner is a partner. The fees were paid in relation to accountancy and corporate finance services
provided to the Group.
P a g e 14 | 80
Comptoir Group PLC
Annual Report 2022
Report of the directors (continued)
Creditor payment policy
The Group has a standard code and also agrees specific individual terms with certain suppliers. Payment is
normally made in accordance with those terms, subject to the suppliers' own performance.
Employees
Applications from disabled persons are given full consideration providing the disability does not seriously affect
the performance of their duties. Such persons, once employed, are given appropriate training and equal
opportunities.
The Group takes a positive view toward employee communication and has established systems for ensuring
employees are informed of developments and that they are consulted regularly. These include engagement at
office town hall meetings in person and online, induction days for new starters and weekly communications to all
staff highlighting key messages for that week. The company also utilises a company called Fourth which provides
a service that acts as a central hub to provide regular updates as well as engage with employees in a more informal
environment and share success stories. The company also operates a bonus and share scheme at varying levels to
reward performance.
Financial Instruments
Details of the use of financial instruments and the principal risks faced by the Group are contained in note 25 to
the financial statements.
Future developments
Details of future developments are contained in the Strategic Report on page 5.
Auditors
All the current Directors have taken all reasonable steps necessary to make themselves aware of any information
needed by the Group's auditors for the purposes of their audit and to establish that the auditors are aware of that
information. The Directors are not aware of any relevant audit information of which the auditors are unaware.
UHY Hacker Young have expressed their willingness to continue in office and a resolution to re‐appoint them will
be proposed at the annual general meeting.
On behalf of the board
Chaker Hanna
Chief Executive Officer
27 May 2022
P a g e 15 | 80
Comptoir Group PLC
Annual Report 2022
Statement of directors’ responsibilities
The Directors are responsible for preparing the Annual Reports and the Group and Parent Company financial
statements in accordance with applicable United Kingdom law and regulations. Company law requires the
Directors to prepare Group and Parent Company financial statements for each financial period. Under that law,
and as required by the AIM rules, the Directors have elected to prepare Group financial statements under UK‐
adopted International Accounting Standards, 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 the UK adopted
International Accounting Standards is insufficient to enable users to understand the impact of particular
transactions, other events and conditions on the Group's and the Company's financial position and
financial performance; and
the Group and Parent Company financial statements have been prepared in accordance with UK‐adopted
International Accounting Standards or United Kingdom Accounting Standards, subject to any material
departures disclosed and explained in the financial statements.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
Group's and Parent Company's transactions and disclose with reasonable accuracy at any time the financial
position of the Group and Parent Company and enable them to ensure that the Group and Parent Company
financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets
of the Group and Parent Company and hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities.
P a g e 16 | 80
Comptoir Group PLC
Annual Report 2022
Independent auditors’ report
To the members of Comptoir Group PLC
Opinion
We have audited the financial statements of Comptoir Group PLC (the ‘Parent Company’) and its subsidiaries (the
‘Group’) for the period ended 2 January 2022 which comprise the Consolidated Statement of Comprehensive
Income, the Consolidated and Parent Company Balance Sheet, the Consolidated Statements of Changes in Equity,
the Consolidated Statement of Cash Flows and notes to the financial statements, including significant accounting
policies.
The financial reporting framework that has been applied in the preparation of the Group’s financial statements is
applicable law and UK‐adopted International Accounting Standards. The financial reporting framework that has
been applied in the preparation of the Parent Company’s financial statements is FRS 102 ‘The Financial Reporting
Standard applicable in the UK and Republic of Ireland’ (United Kingdom Generally Accepted Accounting Practice)
and in accordance with the provisions of the Companies Act 2006.
In our opinion:
the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s
affairs as at 2 January 2022 and of the Group’s profit for the period then ended;
the Group financial statements have been properly prepared in accordance with UK‐adopted
International Accounting Standards;
the Parent Company financial statements have been properly prepared in accordance with FRS 102
(United Kingdom Generally Accepted Accounting Practice) and as applied in accordance with the
provisions of the Companies Act 2006; and
the Group financial statements 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 Group and Parent 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.
P a g e 17 | 80
Comptoir Group PLC
Annual Report 2022
Independent auditors’ report (continued)
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director’s use of the going concern basis of
accounting in the preparation of the financial statement is appropriate.
Due to the ongoing global COVID‐19 pandemic, the Group’s trading over the period was impacted. Following
restrictions imposed by the UK Government, the Group took the decision to close all of its restaurants for an
extended period of time between January and May 2021. All restaurants had re‐opened by May 2021 following
the easing of restrictions. The Group were profitable in the period despite these closures and generated a profit
after tax of £1.6m in the 52 weeks to 2 January 2022 (Loss for the year to 31 December 2020 of £8.1m). They
generated net cash from operating activities of £4.7m in the 52 weeks to 2 January 2022 (£2.72m in the year to
31 December 2020) and had a cash balance of £9.9m as at 2 January 2022 (£7.8m as at 31 December 2020).
Our evaluation of the director’s assessment of the entity’s ability to continue to adopt the going concern basis of
accounting included:
Evaluation of Management Assessment
Assessing the transparency and the completeness and accuracy of the matters covered in the going
concern disclosure by evaluating management's cashflow projections for the next 12 months and the
underlying assumptions.
We obtained budgets and cashflow forecasts, reviewed the methodology behind these, ensured
arithmetically correct and challenged the assumptions.
We obtained post period end trading results and compared these to budget to ensure budgeting is
reasonable and results are in line with expectations.
Evaluated the key assumptions in the forecast, which were consistent with our knowledge of the business
and considered whether these were supported by the evidence we obtained.
Discussed plans for the Group going forward with management, ensuring these had been incorporated
into the budgeting and would not have an impact on the going concern status of the Group.
Compared the prior period forecast against current period actual performance to assess management’s
ability to forecast accurately.
We also reviewed the disclosures relating to going concern basis of preparation and found that these
provided an explanation of the directors’ assessment that was consistent with the evidence we obtained.
Key observations:
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the entity’s ability to continue as a going
concern for a period of at least twelve months from when the financial statements are authorised for issue.
However, clear and full disclosure of the facts and the directors' rationale for the use of the going concern basis
of preparation, is a key financial statement disclosure and so was the focus of our audit in this area. Auditing
standards require that to be reported as a key audit matter.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
P a g e 18 | 80
Comptoir Group PLC
Annual Report 2022
Independent auditors’ report (continued)
Our approach to the 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 Parent 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.
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 Group and Parent Company financial statements
as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This
is not a complete list of all risks identified during our audit. Going concern is a significant key audit matter and is
described above. In arriving at our audit opinion above, the other key audit matters were as follows:
P a g e 19 | 80
Independent auditors’ report (continued)
Key audit matters (applicable to the Group)
How our audit addressed the key audit matters
Comptoir Group PLC
Annual Report 2022
Revenue recognition
The Group recognises revenue for services and goods
provided in the Group’s restaurants (excluding value
added tax and gratuities left by customers for the
benefit of employees) and is recognised at the point of
sale. 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.
Revenue is a key driver of the business and is made up
of a high number of individual low value transactions
therefore in respect of services provided there is a risk
that revenue is recorded inappropriately relative to
the provision of underlying services.
We therefore identified the risk over the occurrence
assertion relating to revenue recognition as a
significant risk, which was one of the most significant
risks of material misstatement.
Our audit work included, but was not restricted to:
Performing transaction testing from the
nominal ledger to the source documents
on a sample of sales transactions to test
the occurrence and at the same time test
the accuracy of the correct treatment of
the service charges and the Tronc system.
Assessment of sales recorded around the
financial period end to determine
if
recorded in the correct accounting period
to gain assurance on the cut off assertion.
Documenting our understanding of the
systems and controls around the recording
of
the design
effectiveness of such controls
revenue and
testing
We carried out detailed substantive
analytical procedures on sales.
revenue
The Group’s accounting policy on
recognition is shown in Significant Accounting
Policies for the consolidated financial statements
and related disclosures are included in note 3.
Key observations
We have not found any issues or errors involving
sales and are therefore satisfied we have assurance
over sales recognition and treatment.
Impairment of property, plant and equipment and
right‐of‐use assets
Property, plant and equipment and right‐of‐use assets
are significant assets on the Group’s balance sheet
with a combined net book value of £23.2m at 2
January 2022 (31 December 2020: £26.1m). The
balance is primarily comprised of leasehold buildings
and fixtures, fittings and equipment to support the
Group’s restaurants. The assets are at risk of potential
We assessed Management’s process for identifying
sites with a potential
impairment and the
impairment review process and performed analysis
to challenge their assumptions on impairments and
considered the level of impairments made in the
period.
Our audit work included, but was not restricted to,
the following:
P a g e 20 | 80
in a
impairment due to the Group operating
competitive
industry. The estimated recoverable
amount of these balances is subjective due to the
inherent uncertainty
in forecasting and
involved
discounting the related future cash flows.
At each reporting date Management has undertaken
an assessment of the carrying value of these assets
and, where there are indicators of impairment in
accordance with IAS 36 ‘Impairment of assets’, has
carried out an impairment review by reference to
external market factors and discounted cash flows in
relation to cash generating units that include these
assets.
The assessment was based on the future cash flows of
each site using a discounted cash flow model (being
the ‘value in use’). The higher of these amounts, being
the recoverable amount, was then compared to the
carrying value of fixed assets for that site. Disruptions
arising from COVID‐19 events have been treated as
‘adjusting’ events in the impairment assessments in
accordance with UK‐adopted International Accounting
Standards..
Significant management judgement and estimation
uncertainty is involved in this area, where the primary
inputs are:
• Estimating cash flow forecasts; and
• Selecting an appropriate discount rate.
This area has been recognised by the Board as a critical
accounting judgement and estimate, refer to the end
of note 1 ‐ Critical accounting judgements and key
sources of estimation uncertainty and note 11 –
Property, Plant and Equipment. There is also a risk that
Management may unduly influence the significant
judgements and estimates
the
requirement for an impairment provision.
respect of
in
Given the value of the tangible fixed assets and the
performance of some restaurants over the period, we
consider this to be a significant risk, which was one of
the most significant risks of material misstatement.
Comptoir Group PLC
Annual Report 2022
•
Evaluating Management’s assessment of
forecasted cash flows and challenging
Management on significant movements in
forecasted cash flows on a restaurant by
restaurant basis compared to historic
performance.
•
Testing the accuracy of management’s
2021 forecasts against the actual results.
• Assessing Management’s forecasted cash
flows that feed into the discounted cash
flow model and challenging assumptions
around this with reference to historic
results, market
future
expectations and tested mathematical
accuracy.
trends and
•
the
appropriateness of
Challenging
Management’s assumptions including the
growth and discount rates.
• We held discussions with Management to
challenge the
impairments on those
restaurants where: the headroom before
impairment was low and the forecast
growth in cash flows was high.
• Assessing the adequacy of disclosures in
the
financial statements against the
requirement of IAS 36 ‘Impairment of
assets’.
The Group’s accounting policy on the impairment
of Property, plant and equipment and right‐of‐use
assets is shown in Principal Accounting Policies for
the consolidated financial statements and related
disclosures are included in note 11.
Key observations
As a result of our testing, we concluded that the
valuation of the tangible fixed assets is accounted
for in accordance with the Group’s accounting
policies and IAS 36 ‘Impairment of assets’.
P a g e 21 | 80
Comptoir Group PLC
Annual Report 2022
Independent auditors’ report (continued)
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.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use
a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly,
misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the
nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their
effect on the financial statements as a whole.
Overall materiality
Group
We determined materiality
for the
financial statements as a whole to be
£310,000 (2020; £400,000).
Parent
We have determined Parent
Company materiality
be
£195,000 (2020: £200,000).
to
How we determine it
Based on a benchmark of 1.5% of
revenue for the period.
Based on a benchmark of 4% of
gross assets.
Rationale for benchmark
applied
As the company
is a holding
company materiality was based on
line with the
in
gross assets,
previous year’s calculation.
from
Total revenues for the period has been
determined to be the most appropriate
the
benchmark. This differs
previous period where 5% of the loss
before tax was used due to a period of
continued losses. However due to the
volatility of this KPI, this was not
considered an appropriate benchmark
for the period.
Performance materiality On the basis of our risk assessment,
together with our assessment of the
environment, our
Group’s
judgement
performance
that
materiality for the financial statements
should be 75% of materiality and was set
at 232,500.
control
is
Performance materiality for the
Parent Company was set at 75% of
financial statement materiality, for
the same reasons as for the Group,
being £146,000 (2020: 150,000).
P a g e 22 | 80
Comptoir Group PLC
Annual Report 2022
Independent auditors’ report (continued)
Specific materiality
A lower materiality has been used for
the cash element of directors’
remuneration, being £2,000.
A lower materiality has been used
for the cash element of directors’
remuneration, being £2,000.
Reporting threshold
We agreed with the Audit Committee that we would report to them all misstatements over £15,500 (5% of Group
materiality) 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.
Other information
The other information comprises the information included in the annual report other than the financial statements
and our auditors’ report thereon. The directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a material misstatement in the financial
statements themselves.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
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 period 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 Group and Parent 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.
P a g e 23 | 80
Independent auditors’ report (continued)
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:
Comptoir Group PLC
Annual Report 2022
adequate accounting records have not been kept by the Parent Company, or returns adequate for our
audit have not been received from branches not visited by us; or
the Parent Company financial statements are not in agreement with the accounting records and returns;
or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the 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 Group’s and the Parent
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors either intend to liquidate the group or Parent
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.
Irregularities, including fraud, are instances of non‐compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is
detailed below:
Based on our understanding of the Group and Parent Company and the industry in which it operates, we identified
that the principal risks of non‐compliance with laws and regulations related to UK Tax Legislation, pension
legislation, employment and health and safety regulations and anti‐bribery, corruption and fraud and we
considered the extent to which non‐compliance might have a material effect on the financial statements.
P a g e 24 | 80
Comptoir Group PLC
Annual Report 2022
Independent auditors’ report (continued)
We also considered those laws and regulations that have a direct impact on the preparation of the financial
statements such as the Companies Act 2006 and the Quoted Companies Alliance. We evaluated management’s
incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override
of controls), and determined that the principal risks were related to inflated revenue and profit.
Audit procedures performed included: review of the financial statement disclosures to underlying supporting
documentation, review of legal fees in the period and enquiries of management in so far as they related to the
financial statements, and testing of journals and evaluating whether there was evidence of bias by the directors
that represented a risk of material misstatement due to fraud.
There are inherent limitations in the audit procedures described above and the further removed non‐compliance
with laws and regulations is from the events and transactions reflected in the financial statements, the less likely
we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than
the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example,
forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
Use of our report
This report is made solely to the Parent 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 Parent 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 Parent
Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions
we have formed.
James Astley (Senior Statutory Auditor)
For and on behalf of UHY Hacker Young
Chartered Accountants and Statutory Auditor
UHY Hacker Young LLP
4 Thomas More Square
London E1W 1YW
27 May 2022
P a g e 25 | 80
Consolidated statement of comprehensive income
For the period ended 2 January 2022
Comptoir Group PLC
Annual Report 2022
Revenue
Cost of sales
Gross profit
Distribution expenses
Administrative expenses
Other income
Operating profit/(loss)
Finance costs
Profit/(loss) before tax
Taxation charge
Profit/(loss) for the period
Other comprehensive income
Total comprehensive income/(loss) for the period
Basic earnings/(loss) per share (pence)
Diluted earnings/(loss) per share (pence)
Adjusted EBITDA:
Profit/(loss) before tax – as above
Add back:
Depreciation
Finance costs
Impairment of assets
EBITDA
Share‐based payments expense
Restaurant opening costs
Payroll provision
Loss on disposal of fixed assets
Adjusted EBITDA
Notes
Period ended 2
January 2022
£
Restated*
Year ended 31
December 2020
£
3
20,711,257
12,366,441
(3,773,721)
(2,601,604)
16,937,536 9,764,837
(9,318,203)
(9,520,078)
(9,362,286)
(13,045,139)
4,090,214 5,561,410
2,347,261
(7,238,970)
(822,094)
(910,885)
1,525,167
(8,149,855)
118,288
48,326
1,643,455
(8,101,529)
‐
‐
1,643,455
(8,101,529)
1.34
1.34
(6.60)
(6.60)
3
4
7
8
9
9
11
7
10,11
22
4
4
1,525,167
(8,149,855)
3,659,196 4,020,265
910,885
822,094
336,356 4,019,871
6,342,813 801,166
14,578
32,436
53,378
10,489
353,012
38,098
171,617
6,423,836 1,393,751
‐
*See note 1 for details regarding the restatement as a result of reclassification of expenses.
All of the above results are derived from continuing operations. Profit for the period and total comprehensive
income for the period is entirely attributable to the equity shareholders of the Group.
P a g e 26 | 80
Consolidated balance sheet
At 2 January 2022
Assets
Non‐current assets
Intangible assets
Property, plant and equipment
Right‐of‐use 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
Lease liabilities
Current tax liabilities
Non‐current liabilities
Borrowings
Provisions for liabilities
Lease liabilities
Total liabilities
Net assets
Equity
Share capital
Share premium
Other reserves
Retained losses
Total equity – attributable to equity shareholders of the company
Comptoir Group PLC
Annual Report 2022
Notes
2 January
2022
£
31 December
2020
£
10
11
11
18
13
14
16
15
27
16
17
27
19
20
55,267
7,232,869
15,960,380
106,659
23,355,175
55,267
8,473,596
17,596,744
‐
26,125,607
465,890 424,673
1,100,922
698,994
7,833,676
9,867,799
9,359,271
11,032,683
34,387,858
35,484,878
(600,000)
(6,131,539)
(2,387,104)
(64,480)
(9,183,123)
(250,000)
(6,527,668)
(2,443,198)
(45,817)
(9,266,683)
(2,200,000)
(859,414)
(17,995,233)
(21,054,647)
(2,750,000)
(832,455)
(20,161,543)
(23,743,998)
(30,237,770)
(33,010,681)
4,150,088
2,474,197
1,226,667
1,226,667
10,050,313
10,050,313
129,722
97,286
(7,256,614) (8,900,069)
2,474,197
4,150,088
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Comptoir Group PLC
Annual Report 2022
Consolidated balance sheet
At 2 January 2022 (continued)
The financial statements of Comptoir Group PLC (company registration number 07741283) were approved by
the Board of Directors and authorised for issue on 27 May 2022 and were signed on its behalf by:
Chaker Hanna
Chief Executive Officer
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Comptoir Group PLC
Annual Report 2022
Consolidated statement of changes in equity
For the period ended 2 January 2022
Notes
Share
capital
£
Share
premium
£
Other
reserves
£
Retained
losses
£
Total equity
£
At 1 January 2020
1,226,667 10,050,313 82,708 (798,540) 10,561,148
Total comprehensive loss
Loss for the year
Transactions with owners
Share‐based payments
‐
‐
‐
‐
22
‐
(8,101,529) (8,101,529)
14,578
‐
14,578
At 31 December 2020
1,226,667 10,050,313 97,286 (8,900,069)
2,474,197
At 1 January 2021
1,226,667 10,050,313 97,286 (8,900,069)
2,474,197
Total comprehensive income
Profit for the period
Transactions with owners
Share‐based payments
22
‐
‐
‐
‐
‐
1,643,455
1,643,455
32,436
‐
32,436
At 2 January 2022
1,226,667 10,050,313
129,722 (7,256,614)
4,150,088
P a g e 29 | 80
Consolidated statement of cash flows
For the period ended 2 January 2022
Comptoir Group PLC
Annual Report 2022
Operating activities
Cash inflow from operations
Interest paid
Tax paid
Net cash from operating activities
Investing activities
Purchase of property, plant & equipment
Net cash used in investing activities
Financing activities
Payment of lease liabilities
Bank loan proceeds
Bank loan repayments
Net cash (used in)/from financing activities
Notes
Period ended 2
January 2022
£
Year ended 31
December 2020
£
23
11
27
24
2,842,394
4,675,786
(21,057) (6,253)
30,292 (120,677)
2,715,464
4,685,021
(436,272) (182,578)
(436,272) (182,578)
(2,014,626) (2,458,474)
3,000,000
(200,000) (317,346)
224,180
(2,214,626)
‐
Increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
2,034,123
7,833,676
2,757,066
5,076,610
Cash and cash equivalents at end of period
9,867,799
7,833,676
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Comptoir Group PLC
Annual Report 2022
Principal accounting policies for the consolidated
financial statements
For the period ended 2 January 2022
Reporting entity
Comptoir Group Plc (the “Company”) is a company incorporated and registered in England and Wales, with a
company registration number of 07741283. The address of the Company’s registered office is Unit 2, Plantain
Place, Crosby Row, London Bridge, SE1 1YN. The consolidated financial statements comprise of the Company and
its subsidiaries (together referred to as the “Group”).
Statement of compliance
The consolidated financial statements have been prepared in accordance with UK‐adopted International Financial
Reporting Standards and its interpretations adopted by the International Accounting Standards Board (IASB). The
parent company financial statements have been prepared using United Kingdom Accounting Standards including
FRS 102 ‘The financial reporting standard applicable in the UK and Republic of Ireland’ and are set out on pages
67 to 75.
Basis of preparation
The Group changed to a weekly accounting calendar during the year, consequently, the consolidated financial
statements has been prepared for the 52 weeks ending 2 January 2022 rather than for 12 months ending 31
December 2021.
These consolidated financial statements for the period ended 2 January 2022 are prepared in accordance with UK‐
adopted International Accounting Standards.
The financial statements are presented in Pound Sterling (£), which is both the functional and presentational
currency of the Group and Company. All amounts are rounded to the nearest pound, except where otherwise
indicated.
The Group and Parent Company financial statements have been prepared on the historical cost convention as
modified for certain financial instruments, which are stated at fair value. Non‐current assets are stated at the
lower of carrying amount and fair value less costs to sell.
Use of non‐GAAP profit and loss measures
The Group believes that along with operating profit, the 'Adjusted EBITDA' provides additional guidance to the
statutory measures of the performance of the business during the financial year. Adjusted profit from operations
is calculated by adding back depreciation, amortisation, impairment of assets, finance costs, preopening costs and
certain non‐recurring or non‐cash items. Adjusted EBITDA is an internal measure used by management as they
believe it better reflects the underlying performance of the Group beyond generally accepted accounting
principles.
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Comptoir Group PLC
Annual Report 2022
Principal accounting policies for the consolidated
financial statements (continued)
Going concern basis
Uncertainty remains following the Covid‐19 pandemic and this has been considered as part of the Group's
adoption of the going concern basis. Although trading was again impacted over the accounting period, the Group’s
trading were ahead of expectations. The Group was profitable during this period and increased its cash reserves
to £9.9m as at 2 January 2022.
The Directors have also considered the current business model, strategies and principal risks and uncertainties.
Based on the Group’s cash flow forecasts and projections, the Board is satisfied that the Group will be able to
operate for the foreseeable future. In making this assessment, the Directors have made a specific analysis of the
impact of current inflationary pressures, Covid‐19, Brexit and the current war impacting the Ukraine.
The Group currently has cash reserves of £9.9m and the Board believes that the business has the ability to remain
trading for a period of at least 12 months from the date of signing of these financial statements. These financial
statements have therefore been prepared on the going concern basis.
Changes in accounting standards, amendments and interpretations
At the date of authorisation of the half‐yearly report, the following amendments to Standards and Interpretations
issued by the IASB that are effective for an annual period that begins on or after 1 January 2021. These have not
had any material impact on the amounts reported for the current and prior periods.
Standard or Interpretation
Interest Rate Benchmark Reform Phase 2
(Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16)
Effective Date
1 January 2021
New and revised Standards and Interpretations in issue but not yet effective
At the date of authorisation of these financial statements, the Group has not early adopted any of the following
amendments to Standards and Interpretations that have been issued but are not yet effective:
Standard or Interpretation
Narrow scope amendments to IFRS 3, IAS 16 and IAS 37
Annual improvements to IFRS Standards 2018‐2020
Amendments to IAS 1: Classification of Liabilities as
Current or Non‐Current
Effective Date
1 January 2022
1 January 2022
1 January 2022
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Comptoir Group PLC
Annual Report 2022
Principal accounting policies for the consolidated financial
statements (continued)
As yet, none of these have been endorsed for use in the UK and will not be adopted until such time as endorsement
is confirmed. The directors do not expect any material impact as a result of adopting standards and amendments
listed above in the financial year they become effective.
Significant accounting policies
The accounting policies set out below have been applied consistently to all periods presented in the historical
consolidated financial statements, unless otherwise indicated.
(a) Basis of consolidation
These financial statements consolidate the financial statements of the Company and all of its subsidiary
undertakings drawn up to 2 January 2022.
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.
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Comptoir Group PLC
Annual Report 2022
Principal accounting policies for the consolidated financial
statements (continued)
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at
the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions
and from the translation at year end exchange rates of monetary assets and financial liabilities denominated in
foreign currencies are recognised in the statement of comprehensive income.
(c) Financial instruments
Financial assets and financial liabilities are measured initially at fair value plus transactions costs. Financial assets
and financial liabilities are measured subsequently as described below.
Financial assets
The Group classifies its financial assets as ‘loans and receivables’. The Group assesses at each balance sheet date
whether there is objective evidence that a financial asset or a group of financial assets is impaired.
Loans and receivables are non‐derivative financial assets with fixed and determinable payments that are not
quoted in an active market. They are included in current assets, except for maturities greater than 12 months after
the statement of financial position date, which are classified as non‐current assets. Receivables are classified as
‘trade and other receivables’ and loans are classified as ‘borrowings’ in the statement of financial position.
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost
using the effective interest method. The carrying value of trade and other receivables recorded at amortised cost
are reduced by allowances for lifetime estimated credit losses. Estimated future credit losses are first recorded on
the initial recognition of a receivable and are based on the ageing of the receivable balance, historical experience
and forward looking considerations. Balances that are deemed not collectable will be recognised as a loss in the
income statement. When a trade receivable is uncollectable, it is written off against the allowance account for
trade receivables. Subsequent recoveries of amounts previously written off are credited to the statement of
comprehensive income.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or
when the financial asset and all substantial risks and rewards are transferred.
Financial liabilities
The Group’s financial liabilities include trade and other payables. Trade payables are recognised initially at fair
value less transaction costs and subsequently measured at amortised cost using the effective interest method
(“EIR” method). Amortised cost is calculated by taking into account any discount or premium on acquisition and
fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance costs in the statement
of comprehensive Income.
A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
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Comptoir Group PLC
Annual Report 2022
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.
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 recognised in the statement of comprehensive income.
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of financial
position date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount
and are recognised within the Statement of Comprehensive Income
(e) Intangible assets – Goodwill
All business combinations are accounted for by applying the acquisition method. Goodwill represents amounts
arising on acquisition of subsidiaries, associates and joint ventures. Goodwill represents the difference between
the cost of the acquisition and the fair value of the net identifiable assets acquired.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash generating units
and is formally tested for impairment annually, thus is not amortised. Any excess of fair value of net assets over
consideration on acquisition are recognised directly in the income statement.
(f) Inventories
Inventories are stated at the lower of costs and net realisable value. Cost comprises direct materials, and those
direct overheads that have been incurred in bringing the inventories to their present location and condition.
Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred
in marketing, selling and distribution.
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Comptoir Group PLC
Annual Report 2022
Principal accounting policies for the consolidated financial
statements (continued)
(g) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, cash at bank, deposits held at call with banks and other short‐
term highly liquid investments with original maturities of three months or less. Bank overdrafts that are repayable
on demand are included within borrowings in current liabilities on the balance sheet.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as
defined above, net of outstanding bank overdrafts.
(h) Share‐based payments
The Group’s share option programme allows Group employees to acquire shares of the Company and all options
are equity‐settled. The fair value of options granted is recognised as an employee expense with a corresponding
increase in equity. The fair value is measured at grant date and spread over the period during which the employees
become unconditionally entitled to the options. The fair value of the options granted is measured using the Black‐
Scholes model, taking into account the terms and conditions upon which the options were granted. The amount
recognised as an expense is adjusted to reflect the actual number of share options that vest.
(i) Provisions for liabilities
A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a
result of a past event, and it is probable that an outflow of economic benefits will be required to settle the
obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present
obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the
obligation. Where the effect of the time value of money is material, the amount expected to be required to settle
the obligation is recognised at present value using a pre‐tax discount rate. The unwinding of the discount is
recognised as a finance cost in the income statement in the period it arises.
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.
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Comptoir Group PLC
Annual Report 2022
Principal accounting policies for the consolidated financial
statements (continued)
(j) Deferred tax and current tax
Current income tax assets and liabilities for the current period are measured at the amount expected to be
recovered or paid to the taxation authorities. A provision is made for corporation tax for the reporting period using
the tax rates that have been substantially enacted for the company at the reporting date.
Current income tax relating to items recognised directly in equity is recognised in equity and not in the Statement
of Comprehensive Income.
Deferred income tax is provided in full on a non‐discounted basis, using the liability method, on temporary
differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated
financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or
substantially enacted by the statement of financial position date and are expected to apply when the related
deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be
available against which the temporary differences can be utilised.
(k) Leases
Right‐of‐use assets
Right‐of‐use assets are recognised at the commencement date of the lease (i.e., the date the underlying asset is
available for use). Initially, right‐of‐use assets are measured at cost, less any accumulated depreciation and
impairment losses and adjusted for any remeasurement of lease liabilities. The cost of right‐of‐use assets includes
the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the
commencement date less any lease incentives received. Subsequently, right‐of‐use assets are depreciated on a
straight‐line basis over the shorter of its estimated useful life and the lease term.
Lease liabilities
At the commencement date of the lease, the lease liabilities recognised are measured at the present value of lease
payments to be made over the lease term. The lease payments include fixed payments less any lease incentives
receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under
residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably
certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects
the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a
rate are recognised as an expense in the period on which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group used the incremental borrowing rate at the lease
commencement.
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Comptoir Group PLC
Annual Report 2022
Principal accounting policies for the consolidated financial
statements (continued)
After the commencement date, the amount of lease liabilities is increased to account for interest and reduced for
the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a
modification, a change in the lease term, a change in the in‐substance fixed lease payments or a change in the
assessment to purchase the underlying asset.
The Group elected to apply the practical expedient in relation to amendments to IFRS 16: Covid‐19 Related Rent
Concessions. This allows a lessee to account for any changes to their lease payments due to the effects of Covid‐
19 in the Statement of Comprehensive Income rather than be treated as a lease modification.
The practical expedient was applied consistently to all lease contracts with similar characteristics and in similar
circumstances. A resulting credit will be recognised as income in the profit and loss for the reporting period
reflecting the changes in lease payments arising from the application of this practical expedient.
(l) Employee benefits
Short term employee benefits
Wages, salaries, paid annual leave, paid sick leave and bonuses are recognised as an expense in the period in which
the associated services are rendered by employees.
The Group recognises an accrual for annual holiday pay accrued by employees as a result of services rendered in
the current period, and which employees are entitled to carry forward and use within 12 months. The accrual is
measured at the salary cost payable for the period of absence.
Pensions and other post‐employment benefits
The Group pays monthly contributions to defined contribution pension plans. The legal or constructive obligation
of the Group is limited to the amount that they agree to contribute to the plan. The contributions to the plan are
charged to the Statement of Comprehensive Income in the period to which they relate.
Termination benefits are recognised immediately as an expense when the Group is demonstrably committed to
terminate the employment of an employee or to provide termination benefits.
(m) Revenue
Revenue represents amounts received and receivable for services and goods provided (excluding value added tax)
and is recognised at the point of sale. Revenue is recognised to the extent that it is probable that the economic
benefits will flow to the Group and the revenue can be reliably measured.
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Comptoir Group PLC
Annual Report 2022
Principal accounting policies for the consolidated
financial statements (continued)
(n) Expenses
Variable lease payments
Variable lease payments that do not depend on an index or rate and are not in‐substance fixed payments, such as
rental expenses payable based on the percentage of sales made in the period, are not included in the initial
measurement of the lease liability. These payments are recognised in the income statement in the period in which
the event or condition that triggers those payments occurs.
Opening expenses
Property rentals and related costs incurred up to the date of opening of a new restaurant are written off to the
income statement in the period in which they are incurred. Promotional and training costs are written off to the
income statement in the period in which they are incurred.
Financial expenses
Financial expenses comprise of interest payable on bank loans, hire purchase liabilities and other financial costs
and charges. Interest payable is recognised on an accrual basis.
(o) Ordinary share capital
Ordinary shares are classified as equity. Costs directly attributable to the increase of new shares or options are
shown in equity as a deduction from the proceeds.
(p) Dividend policy
In accordance with IAS 10 'Events after the Balance Sheet Date', dividends declared after the balance sheet date
are not recognised as a liability at that balance sheet date and are recognised in the financial statements when
they have received approval by shareholders. Unpaid dividends that are not approved are disclosed in the notes
to the consolidated financial statements.
(q) Commercial discount policy
Commercial discounts represent a reduction in cost of goods and services in accordance with negotiated supplier
contracts, the majority of which are based on purchase volumes. Commercial discounts are recognised in the
period in which they are earned and to the extent that any variable targets have been achieved in that financial
period. Costs associated with commercial discounts are recognised in the period in which they are incurred.
(r) Operating segments
An operating segment is a component of an entity that engages in business activities from which it may earn
revenues and incur expenses (including revenue and expenses related to transactions with other components of
the same entity), whose operating results are regularly reviewed by the entity’s Chief Operating Decision Maker
to make decisions about resources to be allocated to the segment and assess its performance, and for which
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Comptoir Group PLC
Annual Report 2022
Principal accounting policies for the consolidated financial
statements (continued)
discrete financial information is available. The Chief Operating Decision Maker has been identified as the Board of
Executive Directors, at which level strategic decisions are made.
(s) Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable
assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met.
Where a grant does not specify performance conditions it is recognised in income when the proceeds are received
or receivable.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements in conformity with UK‐adopted International Accounting Standards
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
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Comptoir Group PLC
Annual Report 2022
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.
Principal accounting policies for the consolidated
financial statements (continued)
Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and
is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are
discounted to their present value of money and the risks specific to the asset. Impairment losses of continuing
operations are recognised in the profit or loss in those expense categories consistent with the function of the
impaired asset.
Leases
The Group has estimated the lease term of certain lease contracts in which they are a lessee, including whether
they are reasonably certain to exercise lessee options. The incremental borrowing rate used to discount lease
liabilities has also been estimated in the range of 2.6% to 4%. This is assessed as the rate of interest that would be
payable to borrow a similar about of money for a similar length of time for a similar right‐of‐use asset.
Deferred tax assets
Historically, deferred tax assets had been recognised in respect of the total unutilised tax losses within the Group.
A condition of recognising this amount depended on the extent that it was probable that future taxable profits
will be available.
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Comptoir Group PLC
Annual Report 2022
Notes to the consolidated financial statements
For the period ended 2 January 2022
1. Restatement of prior year allocation of expenses
During the period, the directors reclassified a number of expense items in order to ensure that the nature of
the costs were included in the most appropriate profit or loss heading. The reclassifications was incorporated
in the Group consolidated financial statements for the period ending 2 January 2022 and the prior period
statement of comprehensive income has been restated to reflect this and ensure amounts are comparable.
The extract below summarises the total amounts that have been reclassified:
Year ended 31
December 2020
£
Restated
amount
£
Restated
Year ended 31
December 2020
£
12,492,506 (126,065)
12,366,441
(3,179,944)
578,340
(2,601,604)
9,312,562
452,275 9,764,837
(7,463,177)
(2,056,901)
(9,520,078)
(14,649,765)
1,604,626
(13,045,139)
5,561,410
(7,238,970)
‐
‐
5,561,410
(7,238,970)
Revenue
Cost of sales
Gross profit
Distribution expenses
Administrative expenses
Other income
Operating loss
2. 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.
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Comptoir Group PLC
Annual Report 2022
Notes to the consolidated financial statements
(continued)
3. Revenue
Income for the year consists of the following:
Revenue from continuing operations
Other income not included within revenue in the income statement:
UberEATs compensation
Insurance claims receivable
Local council support grants
Covid‐19 related rent concessions
Coronavirus Job Retention Scheme income
Other income
2 January
2022
£
Restated
31 December
2020
£
20,711,257
12,366,441
‐
261,657
894,686
1,284,744
1,644,856
4,271
4,090,214
88,517
153,186
‐
982,209
4,337,498
‐
5,561,410
Total income for the year
24,801,471
17,927,851
4. Group operating profit/(loss)
2 January
2022
£
31 December
2020
£
This is stated after charging/(crediting):
Variable lease charges (see note 27)
Rent concessions (see note 27)
Lease modifications (see note 27)
Share‐based payments expense (see note 22)
Restaurant opening costs
Depreciation of property, plant and equipment (see note 11 )
Impairment of assets (see note 10 & 11 )
Loss on disposal of fixed assets
Auditors’ remuneration (see note 5 )
Payroll provision
613,531
185,456
(1,284,744) (982,209)
(444,359) (340,494)
14,578
53,378
4,020,265
4,019,871
171,617
52,250
353,012
32,436
10,489
3,659,196
336,356
38,098
44,500
‐
Operating lease charges relate to additional rental expenses payable based on selected sites achieving a certain
level of turnover for the year.
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Comptoir Group PLC
Annual Report 2022
Notes to the consolidated financial statements
(continued)
4. Group operating profit/(loss) (continued)
The payroll provision relates to a one‐off provision as a result of a review of the current pension scheme in place
as part of a planned transition to Payroll Bureau services.
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
5. Auditors’ remuneration
Auditors’ remuneration:
Fees payable to Company’s auditor for the audit of its annual accounts
Other fees to the Company’s auditors
The audit of the Company’s subsidiaries
Total audit fees
Review of the half‐year accounts
Total non‐audit fees
2 January
2022
£
10,489
10,489
31 December
2020
£
53,378
53,378
2 January
2022
£
31 December
2020
£
19,500
15,750
20,000
39,500
5,000
5,000
20,000
35,750
16,500
16,500
Total auditors’ remuneration
44,500
52,250
P a g e 44 | 80
Comptoir Group PLC
Annual Report 2022
Notes to the consolidated financial statements
(continued)
6.
Staff costs and numbers
(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
2 January
2022
£
31 December
2020
£
6,300,540
26,788
4,619,492
29,632
624,327
32,436
140,908
7,124,999
456,770
14,578
107,125
5,227,597
(b) Staff numbers (including directors):
Number
Number
Kitchen and floor staff
Management staff
Total number of staff
(c) Directors’ remuneration:
Emoluments
Money purchase (and other) pension contributions
Non‐Executive directors’ fees
Total directors’ costs
371
104
475
437,858
33,950
48,750
520,557
463
73
536
233,456
46,186
26,250
305,892
Directors’ remuneration disclosed above include the following amounts paid to the highest paid director:
Emoluments
Money purchase (and other) pension contributions
158,203
10,913
71,250
27,947
Further details on Directors’ emoluments and the executive pension schemes are given in the Directors’ report.
P a g e 45 | 80
Notes to the consolidated financial statements
(continued)
Comptoir Group PLC
Annual Report 2022
7.
Finance costs
Interest payable and similar charges:
Interest on bank loans and overdraft
Interest on lease liabilties
Total finance costs for the year
8. Taxation
2 January
2022
£
31 December
2020
£
21,057
801,037
822,094
6,253
904,632
910,885
The major components of income tax for the periods ended 2 January 2022 and 31 December 2020 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 (credit)/charge for the year
2 January
2022
£
31 December
2020
£
‐
(11,629)
(18,663)
1,032
220,343 (29,611)
(327,002) (1,084)
(118,288) (48,326)
P a g e 46 | 80
Comptoir Group PLC
Annual Report 2022
Notes to the consolidated financial statements
(continued)
8. Taxation (continued)
(b) Factors affecting the tax charge for the year:
The tax charged for the year varies from the standard rate of corporation tax in the UK due to the following
factors:
Profit/(loss) before tax
Expected tax credit based on the standard rate of corporation tax in
the UK of 19% (2020: 19%)
Effects of:
Depreciation on non‐qualifying assets
Expenses not deductible for tax purposes
Adjustments in respect of previous tax years
Brought forward losses utilised
Losses previously not recognised
Effect of change in corporation tax rate
Total tax (credit)/charge for the year
2 January
2022
£
31 December
2020
£
1,525,167 (8,149,855)
289,782 (1,548,472)
223,735
12,709
(11,629)
(388,489)
(218,798)
(25,598)
123,867
768,144
1,032
‐
607,103
‐
(118,288) (48,326)
P a g e 47 | 80
Comptoir Group PLC
Annual Report 2022
Notes to the consolidated financial statements
(continued)
9.
Earnings/(loss) per share
The basic and diluted loss per share figures are set out below:
Profit/(loss) attributable to shareholders
1,643,455 (8,101,529)
2 January
2022
£
31 December
2020
£
Weighted average number of shares
For basic earnings per share
Adjustment for options outstanding
For diluted earnings per share
Loss per share:
Basic (pence)
From profit/(loss) for the year
Diluted (pence)
From profit/(loss) for the year
122,666,667
122,666,667
‐
‐
122,666,667
122,666,667
Pence per share
Pence per share
1.34 (6.60)
1.34 (6.60)
Further details of the share options that could potentially dilute basic earnings per share in the future are provided
in note 22.
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 2 January 2022 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 48 | 80
Notes to the consolidated financial statements
(continued)
Comptoir Group PLC
Annual Report 2022
10. Intangible assets
Group
Cost
At 1 January 2020
Additions
At 31 December 2020
Accumulated amortisation and impairment
At 1 January 2020
Impairments
At 31 December 2020
Net Book Value as at 31 December 2019
Net Book Value as at 31 December 2020
Cost
At 1 January 2021
Additions
At 2 January 2022
Accumulated amortisation and impairment
At 1 January 2021
Impairments
At 2 January 2022
Net Book Value as at 31 December 2020
Net Book Value as at 2 January 2022
Goodwill
£
Total
£
89,961 89,961
‐
‐
89,961 89,961
(2,286) (2,286)
(32,408) (32,408)
(34,694) (34,694)
87,675
55,267
87,675
55,267
Goodwill
£
Total
£
89,961 89,961
‐
‐
89,961 89,961
(34,694) (34,694)
‐
‐
(34,694) (34,694)
55,267 55,267
55,267 55,267
Goodwill arising on business combinations is not amortised but is subject to an impairment test annually which
compares the goodwill’s ‘value in use’ to its carrying value. During the year, an impairment of £nil (2020: £32,408)
was considered necessary in respect of goodwill.
P a g e 49 | 80
Comptoir Group PLC
Annual Report 2022
Notes to the consolidated financial statements
(continued)
11. Property, plant and equipment
Group
Cost
At 1 January 2020
Additions
Disposals
Modifications
At 31 December 2020
Accumulated depreciation and
impairment
At 1 January 2020
Depreciation during the year
Disposals during the year
Impairment during the year
At 31 December 2020
Cost
At 1 January 2021
Additions
Disposals
Modifications
At 2 January 2022
Accumulated depreciation and
impairment
At 1 January 2021
Depreciation during the year
Disposals during the year
Impairment during the year
At 2 January 2022
Net Book Value as at 31
December 2020
Net Book Value as at 2 January
2022
Right‐of use
Assets
£
29,095,737
‐
‐
Leasehold
Land and
buildings
£
Plant and
machinery
£
Fixture,
fittings &
equipment
£
Motor
Vehicles
£
Total
£
11,514,602
50,421
3,116,519
39,942
(549,000) (443,325) (297,914)
5,151,883
92,216
48,932,171
182,579
(1,290,239)
(1,171,088)
2,858,547 53,430 46,653,423
53,430
‐
‐
‐
‐
(1,171,088)
27,924,649 11,016,023
‐
‐
4,800,774
(5,144,658) (4,647,857) (2,613,387) (1,280,703) (7,373) (13,693,978)
(2,650,381) (786,000) (390,594) (191,728) (1,562) (4,020,265)
1,118,623
231,668
(3,987,463)
(2,532,866) (967,600) (285,767) (201,230)
(10,327,905) (5,878,170) (2,926,080) (1,441,993) (8,935) (20,583,083)
363,668
523,287
‐
‐
‐
27,924,649
961,807
‐
4,800,774
243,860
11,016,023
26,764
46,653,423
1,398,080
(623,777) (342,067) (180,230) (15,120) (1,161,194)
(241,519)
2,843,966 38,310 46,648,790
2,858,547
165,649
53,430
‐
4,702,567
‐
‐
‐
‐
(241,519)
28,644,937 10,419,010
(10,327,905) (5,878,170) (2,926,080) (1,441,993) (8,935) (20,583,083)
(2,286,551) (770,599) (342,355) (254,073) (5,618) (3,659,196)
1,123,094
172,390
(70,101) (179,932) (61,047) (25,276)
(336,356)
(12,684,557) (6,208,028) (3,008,896) (1,548,952) (5,108) (23,455,541)
9,445
‐
320,586
620,673
‐
17,596,744
5,137,853
1,874,694
1,416,554 44,495 26,070,340
15,960,380
4,210,982
1,693,671
1,295,014 33,202 23,193,249
P a g e 50 | 80
Comptoir Group PLC
Annual Report 2022
Notes to the consolidated financial statements
(continued)
11. Property, plant and equipment (continued)
The right of use assets relates to one class of underlying assets, being the property leases entered into for various
restaurant sites.
At each reporting date the Group considers any indication of impairment to the carrying value of its property,
plant and equipment. The assessment is based on expected future cash flows and Value‐in‐Use calculations are
performed annually and at each reporting date and is carried out on each restaurant as these are separate ‘cash
generating units’ (CGU). Value‐in‐use was calculated as the net present value of the projected risk‐adjusted post‐
tax cash flows plus a terminal value of the CGU. A pre‐tax discount rate was applied to calculate the net present
value of pre‐tax cash flows. The discount rate was calculated using a market participant weighted average cost of
capital. A single rate has been used for all sites as management believe the risks to be the same for all sites.
The recoverable amount of each CGU has been calculated with reference to its value‐in‐use. The key assumptions
of this calculation are shown below:
Sales growth
Discount rate
Number of years projected
0%
6.5%
over life of lease
The projected sales growth was based on the Group's latest forecasts at the time of review. The key assumptions
in the cashflow pertain to revenue growth. Management have determined that growth based on industry average
growth rates and actuals achieved historically are the best indication of growth going forward. The Directors are
confident that the Group is largely immune from the effects of Brexit and forecasts have considered the impact of
COVID‐19. Management has also performed sensitivity analysis on sales inputs to the model and noted no material
sensitivities in the model.
Based on the review, an impairment charge of £336,357 (2020: £4,019,871) was recorded for the year.
P a g e 51 | 80
Comptoir Group PLC
Annual Report 2022
Notes to the consolidated financial statements
(continued)
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
year end
Non‐Controlling
interests
Ownership/voting
interest at year end
England & Wales
Timerest Limited
England & Wales
Chabane Limited*
England & Wales
Comptoir Franchise Limited
England & Wales
Shawa Group Limited*
England & Wales
Shawa Bluewater Limited*
England & Wales
Shawa Limited
England & Wales
Shawa Westfield Limited
Shawa Rupert Street Limited*
England & Wales
England & Wales
Comptoir Stratford Limited*
England & Wales
Comptoir South Ken Limited*
Comptoir Soho Limited*
England & Wales
Comptoir Central Production Limited*England & Wales
Comptoir Westfield London Limited* England & Wales
England & Wales
Levant Restaurants Group Limited*
England & Wales
Comptoir Chelsea Limited*
England & Wales
Comptoir Bluewater Limited*
England & Wales
Comptoir Wigmore Limited*
England & Wales
Comptoir Kingston Limited*
England & Wales
Comptoir Broadgate Limited*
England & Wales
Comptoir Manchester Limited*
England & Wales
Comptoir Restaurants Limited
England & Wales
Comptoir Leeds Limited*
England & Wales
Comptoir Oxford Street Limited*
England & Wales
Comptoir I.P. Limited*
England & Wales
Comptoir Reading Limited*
England & Wales
TKCH Limited*
England & Wales
Comptoir Bath Limited*
England & Wales
Comptoir Exeter Limited*
England & Wales
Yalla Yalla Restaurants Limited
England & Wales
Comptoir Haymarket Ltd*
England & Wales
Comptoir Oxford Limited*
* Dormant companies
** 52 weeks ending 2 January 2022
2022**
2020
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%
100%
2022**
‐
‐
‐
‐
‐
‐
2020
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
P a g e 52 | 80
Comptoir Group PLC
Annual Report 2022
Notes to the consolidated financial statements
(continued)
13. Inventories
Group
2 January
2022
£
31 December
2020
£
Finished goods and goods for resale
465,890
424,673
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
Accruals
Other taxation and social security
Other payables
Total trade and other payables
Group
2 January
2022
£
31 December
2020
£
51,389
323,687
323,918
698,994
50,027
576,320
474,575
1,100,922
Group
2 January
2022
£
31 December
2020
£
2,027,821
3,054,952
996,938
51,828
6,131,539
2,517,573
3,265,436
637,640
107,019
6,527,668
P a g e 53 | 80
Comptoir Group PLC
Annual Report 2022
Notes to the consolidated financial statements
(continued)
16. Borrowings
Amounts falling due within one year:
Bank loans (see below)
Total borrowings
Amounts falling due after more than one year:
Bank loans (see below)
Total borrowings
Group
2 January
2022
£
31 December
2020
£
600,000
600,000
250,000
250,000
2,200,000
2,200,000
2,750,000
2,750,000
The bank loan relates to a £3m Coronavirus Business Interruption Loan Scheme (“CBILS”) loan.
The CBILS loan is secured by way of fixed charges over the assets of various Group companies. The CBIL loan of
£3,000,000 represent amounts repayable within one year of £600,000 (2020: 250,000) and £2,200,000 (2020:
£2,750,000) repayable in more than one year. The bank loan has a six‐year term with maturity date in 2026. The
loan has an initial interest free period of 12 months followed by a rate of interest of 2.5% over the Bank base rate.
17. Provisions for liabilities
Provisions for leasehold property dilapidations
Provisions for rent reviews per lease agreements
Provisions for payroll pension costs
Total provisions
Movements on provisions:
At 1 January 2021
Provision in the year (net of releases)
Total at 2 January 2022
2 January
2022
£
31 December
2020
£
133,369
373,033
353,012
859,414
106,411
373,032
353,012
832,455
£
£
832,455
26,959
859,414
438,570
393,885
832,455
P a g e 54 | 80
Comptoir Group PLC
Annual Report 2022
Notes to the consolidated financial statements
(continued)
17. Provisions for liabilities (continued)
Provisions for leasehold property dilapidation repairs are recognised when the Group has a present obligation to
carry out dilapidation repair work on the leasehold premises before the property is vacated. The amount
recognised as a provision is the best estimate of the costs required to carry out the dilapidations work and is
spread over the expected period of the tenancy.
Provisions for rent reviews relates to any increases in rent that may become payable based on scheduled rent
review dates as per lease agreements.
The payroll provision relates to a one‐off provision as a result of a review of the current pension scheme in place
as part of a planned transition to Payroll Bureau services.
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
Accelerated capital allowances
Tax losses
Movements in the year:
Net liability at 1 January
(Credit)/charge to Statement of Comprehensive Income (note 8)
Net asset at year end
Liabilities
2022
£
Liabilities
2020
£
(344,190)
‐
(344,190)
‐
‐
‐
Assets
2022
£
‐
450,849
450,849
Assets
2020
£
‐
‐
‐
Group
2022
£
Group
2020
£
(0)
(106,659)
(106,659)
(30,695)
30,695
(0)
The deferred tax liability set out above is related to accelerated capital allowances and will reverse over the period
that the fixed assets to which it relates are depreciated. The deferred tax asset on tax losses has been recognised
as management expect that there will be sufficient profits available in future to utilise against this amount.
P a g e 55 | 80
Notes to the consolidated financial statements
(continued)
Comptoir Group PLC
Annual Report 2022
19. Share capital
Authorised, issued and fully paid
Brought forward
Issued in the period
At the end of the year
Brought forward
Issues in the period
At the end of the year
20. Other reserves
Number of 1p shares
2 January
2022
122,666,667
31 December
2020
122,666,667
‐
‐
122,666,667
122,666,667
Nominal value
2 January
2022
£
1,226,667
‐
31 December
2020
£
1,226,667
‐
1,226,667
1,226,667
The other reserves amount of £129,722 (2020: £97,286) on the balance sheet reflects the credit to equity made
in respect of the charge for share‐based payments made through the income statement and the purchase of
shares in the market in order to satisfy the vesting of existing and future share awards under the Long‐Term
Incentive Plan. For further details, refer to note 22.
21. Retirement benefit schemes
Defined contribution schemes
2 January
2022
£
31 December
2020
£
Charge to profit and loss
140,908
107,125
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.
P a g e 56 | 80
Comptoir Group PLC
Annual Report 2022
Notes to the consolidated financial statements
(continued)
22. Share‐based payments
Equity‐settled share‐based payments
On 4 July 2018, the Group established a Company Share Option Plan (“CSOP”) under which 4,890,000 share
options were granted to key employees. On the same day, the options which had been granted under the Group’s
existing EMI share option scheme were cancelled.
The new CSOP scheme includes all subsidiary companies headed by Comptoir Group PLC. The exercise price of all
of the options is £0.1025 and the term to expiration is 3 years from the date of grant, being 4 July 2018. All of the
options have the same vesting conditions attached to them.
On 21 May 2021, the Group established a new Company Share Option Plan (“CSOP”) under which 3,245,000 share
options were granted to key employees. The CSOP scheme includes all subsidiary companies headed by Comptoir
Group PLC. The exercise price of all of the options is £0.0723 and the term to expiration is 3 years from the date
of grant, being 21 May 2021. All of the options have the same vesting conditions attached to them.
A share‐based payment charge of £32,436 (2020: £14,578) was recognised during the year in relation to the new
scheme and this amount is included within administrative expenses and added back in calculating adjusted
EBITDA.
2 January
2022
Average
Exercise price
No. of shares
£ No. of shares
31 December
2020
Average
Exercise price
£
CSOP options
Options outstanding, beginning of year
Granted
Cancelled
Options outstanding, end of year
Options exercisable, end of year
3,310,000
3,245,000
(510,000)
6,045,000
3,200,000
0.1025
0.0723
‐
0.0874
0.1025
4,690,000
‐
(1,380,000)
3,310,000
‐
0.1025
‐
0.1025
0.1025
‐
P a g e 57 | 80
Comptoir Group PLC
Annual Report 2022
Notes to the consolidated financial statements
(continued)
22. Share‐based payments (continued)
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 10‐year Gilt yield.
July 2018
May 2021
On grant date On grant date
0.39%
3 years
64%
0%
£0.03050
0.1%
3 years
51.3%
0%
£0.03527
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 58 | 80
Comptoir Group PLC
Annual Report 2022
Notes to the consolidated financial statements
(continued)
23. Reconciliation of profit/(loss) to cash generated from operations
Operating profit/(loss) for the year
2,347,261
(7,238,970)
2 January
2022
£
31 December
2020
£
Depreciation
Loss on disposal of fixed assets
Impairment of assets
Rent concessions
Lease modifications
Share‐based payment charge
Movements in working capital
(Increase)/decrease in inventories
Decrease in trade and other receivables
(Decrease)/increase in payables and provisions
Cash from operations
3,659,196 4,020,265
38,098
171,617
336,356 4,019,871
(982,209)
(340,494)
32,436 14,578
(1,284,744)
(444,359)
(41,219)
169,736
401,934 1,102,052
1,905,948
4,675,786 2,842,394
(369,173)
24. Reconciliation of changes in cash to the movement in net cash/(debt)
Net cash/(debt):
2 January
2022
£
31 December
2020
£
At the beginning of the period
(17,771,065) (21,914,841)
Movements in the year:
Bank and other borrowings
Lease liabilities
Non‐cash movements in the period
Cash inflow
At the end of the period
200,000 (2,660,924)
2,014,626 2,458,474
207,778 1,589,160
2,034,123 2,757,066
(13,314,538) (17,771,065)
P a g e 59 | 80
Comptoir Group PLC
Annual Report 2022
Notes to the consolidated financial statements
(continued)
24. Reconciliation of changes in cash to the movement in net cash/(debt) (continued)
At 1 January
2020
Non‐ cash flow
movements
in the period
£
Cash flow
movements
in the period
£
£
7,833,676
5,076,610 2,757,066
(339,076) (2,660,924)
(3,000,000)
(26,652,375) 2,458,474 1,589,160 (22,604,741)
(21,914,841) 2,554,616 1,589,160 (17,771,065)
At 31 December
2020
‐
‐
£
At 1 January
2021
Non‐ cash flow
movements
in the period
£
Cash flow
movements
in the period
£
£
7,833,676 2,034,123
9,867,799
(3,000,000)
200,000
(2,800,000)
207,778 (20,382,337)
(22,604,741) 2,014,626
(17,771,065) 4,248,749 207,778 (13,314,538)
At 2 January
2022
‐
‐
£
Represented by:
Cash and cash equivalents
Bank loans
Lease liabilities
Cash and cash equivalents
Bank loans
Lease liabilities
25. Financial instruments
The Group finances its operations through equity and borrowings, with the borrowing interest subject to 2.5% per
annum over base rate.
Management pay rigorous attention to treasury management requirements and continue to:
ensure sufficient committed loan facilities are in place to support anticipated business requirements;
ensure the Group's debt service will be supported by anticipated cash flows and that covenants will be
complied with; and
manage interest rate exposure with a combination of floating rate debt and interest rate swaps when
deemed appropriate.
The Board closely monitors the Group's treasury strategy and the management of treasury risk. Further details of
the Group's capital risk management can be found in the report of the Directors.
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Comptoir Group PLC
Annual Report 2022
Notes to the consolidated financial statements
(continued)
25. Financial instruments (continued)
Further details on the business risk factors that are considered to affect the Group are included in the strategic
report and more specific financial risk management (including sensitivity to increases in interest rates) are included
in the Report of the Directors. Further details on market and economic risk and headroom against covenants are
included in the Strategic Report.
Financial assets and liabilities
Group financial assets:
Cash and cash equivalents
Trade and other receivables
Total financial assets
Group financial liabilities:
Trade and other payables excl. corporation tax
Bank loan
Short‐term financial liabilities
Bank loan
Long‐term financial liabilities
Total financial liabilities
The bank loan has an interest rate of 2.5% per annum over base rate.
2 January
2022
£
9,867,799
375,076
10,242,875
31 December
2020
£
7,833,676
1,093,890
8,927,566
2 January
2022
£
5,919,360
600,000
6,519,360
2,200,000
2,200,000
8,719,360
31 December
2020
£
6,527,668
250,000
6,777,668
2,750,000
2,750,000
9,527,668
P a g e 61 | 80
Comptoir Group PLC
Annual Report 2022
Notes to the consolidated financial statements
(continued)
25. Financial instruments (continued)
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 2020
Within one year
Within two to five years
Total
As at 2 January 2022
Within one year
Within two to five years
Total
*excluding corporation tax
Trade and other
payables *
£
6,527,668
‐
6,527,668
Bank loans
£
250,000
2,750,000
3,000,000
6,990,953
‐
6,990,953
600,000
2,200,000
2,800,000
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, interest rate risk and investment risk. The Group does not have a material exposure to foreign
currency risk.
P a g e 62 | 80
Comptoir Group PLC
Annual Report 2022
Notes to the consolidated financial statements
(continued)
26. Financial risk management (continued)
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).
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.
P a g e 63 | 80
Comptoir Group PLC
Annual Report 2022
Notes to the consolidated financial statements
(continued)
26. Financial risk management (continued)
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
The Group has leases assets including 25 restaurants and one head office location within the United Kingdom. The
Group has elected to not take the practical expedient for short term and low values leases, therefore all leases
have been included. The remaining lease terms range from less than one year to 21 years with an average
remaining lease term of 8 years.
Information about leases for which the Group is a lessee is presented below:
Net book value of right of use assets
Balance at 1 January
Additions
Depreciation chage
Impairment charge
Modifications
Maturity analysis ‐ contractual undiscounted cash flows
Within one year
More than one year
2 January
2022
£
17,596,744
961,807
(2,286,551)
(70,101)
(241,519)
15,960,380
31 December
2020
£
23,951,079
‐
(2,650,381)
(2,532,866)
(1,171,088)
17,596,744
2 January
2022
£
(3,108,285)
(21,746,711)
(24,854,995)
31 December
2020
£
(3,207,583)
(24,723,329)
(27,930,912)
P a g e 64 | 80
Comptoir Group PLC
Annual Report 2022
Notes to the consolidated financial statements
(continued)
27. Lease commitments (continued)
Lease liabilities included in the statement of financial position
Current
Non‐current
Amounts charged/(credited) in profit or loss
Interest on lease liabilities
Expenses relating to variable lease payments
Rent concessions
Lease modifications
2 January
2022
£
(2,387,104)
(17,995,233)
(20,382,337)
31 December
2020
£
(2,443,198)
(20,161,543)
(22,604,741)
2 January
2022
£
801,037
613,531
(1,284,744)
(444,359)
(314,535)
31 December
2020
£
904,632
185,456
(982,209)
(340,494)
(232,616)
Some site leases contained clauses on variable lease payments where additional lease payments may be required
dependant on the revenue being generated at that particular site. Variable lease payments ranged from 9% ‐15%
of revenue in excess of the existing base rent per the respective lease agreements.
2 January
2022
£
2,014,626
2,014,626
31 December
2020
£
2,458,474
2,458,474
Amounts recognised in statement of cash flow
Total cash outflow for leases
28. Contingent liabilities
The Group had no contingent liabilities at 2 January 2022 or 31 December 2020.
29. Capital commitments
The Group had no capital commitments of at 2 January 2022 or 31 December 2020.
P a g e 65 | 80
Comptoir Group PLC
Annual Report 2022
Notes to the consolidated financial statements
(continued)
30. Related party transactions
Remuneration in respect of key management personnel, defined as the Directors for this purpose, is disclosed in
note 6. Further information concerning the Directors' remuneration is provided in the Directors' remuneration
report. During the year, the Group paid fees to the following related parties:
P Hanna
M Kitous
L Kitous
Remuneration
£
59,688
37,184
20,682
117,555
Pension
£
803
948
313
2,064
Total
£
60,491
38,132
20,995
119,619
During the year, the Group also paid fees of £41,250 (2020: £26,250) to Messrs Gerald Edelman, a firm in which
director R Kleiner is a partner. The fees were paid in relation to accountancy and corporate finance services
provided to the Group.
31. Subsequent events
Subsequent to the year end, from 3 January 2022 we have traded with all sites open subject to government
restrictions. On 26 January 2022, all restrictions were lifted and the Group was fully operational across all sites.
32. Ultimate controlling party
The Company has a number of shareholders and is not under the control of any one person or ultimate controlling
party.
P a g e 66 | 80
Comptoir Group PLC
Annual Report 2022
Parent Company accounts (under UK GAAP)
Company balance sheet as at 2 January 2022
Notes
2 January
2022
£
31 December
2020
£
Fixed assets
Property, plant and equipment
Intangible assets
Investments
Current assets
Debtors
Cash and cash equivalents
Total assets
Liabilities
Current liabilities
Creditors
Borrowings
Non‐current liabilities
Borrowings
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
viii
viii
ix
x
x
x
x
11,749
42,110
131,102
184,961
4,178,022
517,285
4,695,307
13,404
51,106
98,666
163,176
2,078,363
2,684,626
4,762,989
4,880,268
4,926,165
(1,197,993)
(600,000)
(1,797,993)
(1,046,463)
(250,000)
(1,296,463)
(2,200,000)
(2,750,000)
(1,070)
(825)
(3,999,063)
(4,047,288)
881,205
878,877
1,226,667
10,050,313
129,722
(10,525,497)
1,226,667
10,050,313
97,286
(10,495,389)
881,205
878,877
P a g e 67 | 80
Comptoir Group PLC
Annual Report 2022
Parent Company accounts (under UK GAAP)
Company balance sheet as at 2 January 2022 (continued)
The financial statements of Comptoir Group Plc (company registration number 07741283) were approved by the
Board of Directors and authorised for issue on 27 May 2022 and were signed on its behalf by:
Chaker Hanna
Chief Executive Director
P a g e 68 | 80
Comptoir Group PLC
Annual Report 2022
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 International Accounting Standards 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. More details on
the going concern uncertainties are discussed in the going concern note in the Principal Accounting Policies for
the Consolidated Financial Statements. Thus, the Board continues to adopt the going concern basis of accounting
in preparing the financial statements.
Dividends
Equity dividends are recognised when they become legally payable. Interim dividends are recognised when paid.
Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
Investments in subsidiaries
The consolidated financial statements incorporate the financial statements of the Company and entities controlled
by the Group (its subsidiaries).
The results of subsidiaries acquired or disposed of during the year are included in total comprehensive income
from the effective date of acquisition and up to the effective date of disposal, as appropriate using accounting
policies consistent with those of the parent. All intra‐group transactions, balances, income and expenses are
eliminated in full on consolidation.
Investments are valued at cost less any provision for impairment.
Intangible assets – Goodwill
Goodwill is the difference between amounts paid on the acquisition of a business and the fair value of the
identifiable assets and liabilities. It is amortised to the income statement over its economic life, which is estimated
to be ten years from the date of acquisition.
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.
P a g e 69 | 80
Comptoir Group PLC
Annual Report 2022
Company financial statements – under UK GAAP
Accounting policies and basis of preparation (continued)
The value is accounted for as a capital contribution in relevant Group subsidiaries that employ the staff members
to whom awards of share options have been made.
Reserves
The Company’s reserves are as follows:
Called up share capital represents the nominal value of the shares issued.
Share premium represents amounts paid in excess of the nominal value of shares.
Other reserves represent share‐based payment charges recognised in equity, and;
Retained earnings represents cumulative profits or losses, net of dividends paid and other adjustments.
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 loss of £30,108 (2020: £12,447,681)
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.
P a g e 70 | 80
Comptoir Group PLC
Annual Report 2022
Company financial statements – under UK GAAP
Notes to the financial statements (continued)
iii) Property, plant and equipment
Leasehold
Land and
buildings
£
Plant and
machinery
£
Fixture,
fittings &
equipment
£
Cost
At 1 January 2020
Additions
At 31 December 2020
Accumulated depreciation and
impairment
At 1 January 2020
Depreciation during the year
At 31 December 2020
11,290
‐
11,290
26,655
‐
26,655
(11,290)
‐
(11,290)
Net Book Value as at 31 December 2019
Net Book Value as at 31 December 2020
‐
‐
Cost
At 1 January 2021
Additions
At 2 January 2022
Accumulated depreciation and
impairment
At 1 January 2021
Depreciation during the year
At 2 January 2022
Net Book Value as at 31 December 2020
Net Book Value as at 2 January 2022
11,290
‐
11,290
(11,290)
‐
(11,290)
‐
‐
(15,486)
(718)
(16,204)
11,169
10,451
26,655
‐
26,655
(16,204)
(1,381)
(17,585)
10,451
9,070
Total
£
43,500
‐
43,500
(29,223)
(873)
(30,096)
14,277
13,404
43,500
‐
43,500
(30,096)
(1,655)
(31,751)
13,404
11,749
5,555
‐
5,555
(2,447)
(155)
(2,602)
3,108
2,953
5,555
‐
5,555
(2,602)
(274)
(2,876)
2,953
2,679
P a g e 71 | 80
Company financial statements – under UK GAAP
Notes to the accounts (continued)
Comptoir Group PLC
Annual Report 2022
iv)
Intangible assets
Goodwill
Cost
At 1 January 2020
Additions during the year
At 31 December 2020
Accumulated amortisation and impairment
At 1 January 2020
Amortisation during the year
Impairment during the year
At 31 December 2020
Net Book Value as at 31 December 2019
Net Book Value as at 31 December 2020
Cost
At 1 January 2021
Additions during the year
At 2 January 2022
Accumulated amortisation and impairment
At 1 January 2021
Amortisation during the year
Impairment during the year
At 2 January 2022
Net Book Value as at 31 December 2020
Net Book Value as at 2 January 2022
Total
£
89,961
‐
89,961
(29,859)
(8,996)
‐
(38,855)
60,102
51,106
89,961
‐
89,961
(38,855)
(8,996)
‐
(47,851)
51,106
42,110
In accordance with FRS 102, goodwill arising on business combinations is amortised over the expected life of the
asset and is subject to an impairment review annually if the life of the assets is indefinite or expected to be greater
than 10 years, or more frequently if events or changes in circumstances indicate that it might be impaired.
Therefore, goodwill arising on acquisition is monitored to compare the value in use to its carrying value. 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 72 | 80
Company financial statements – under UK GAAP
Notes to the accounts (continued)
v)
Investments in subsidiary undertakings
Comptoir Group PLC
Annual Report 2022
Cost
At 31 December 2020
Share‐based payment charge on new share scheme
At 2 January 2022
Amounts written off
31 December 2020
2 January 2022
Net book value at 31 December 2020
Net book value at 2 January 2022
vi) Debtors
Other debtors
Amounts receivable from group undertakings
Total
Amounts falling due after more than one year:
Deferred tax asset
Total
.
vii) Creditors
Amounts due to group undertakings
Other creditors
Total
Shares
£
Loans and
other
£
Total
£
1,380
‐
1,380
‐
‐
1,380
1,380
97,286
32,436
129,722
98,666
32,436
131,102
‐
‐
97,286
129,722
‐
‐
98,666
131,102
2 January 2022
£
4,339
4,171,566
4,175,905
31 December
2020
£
90
2,078,000
2,078,090
2,117
4,178,022
273
2,078,363
2 January 2022
£
527,105
670,888
1,197,993
31 December
2020
£
528,475
517,988
1,046,463
P a g e 73 | 80
Company financial statements – under UK GAAP
Notes to the accounts (continued)
Comptoir Group PLC
Annual Report 2022
viii) Borrowings
Amounts falling due within one year:
Bank loans (see below)
Total borrowings
Amounts falling due after more than one year:
2 January 2022
£
600,000
600,000
31 December
2020
£
250,000
250,000
Bank loans (see below)
Total borrowings
2,200,000
2,200,000
2,750,000
2,750,000
The bank loan relates to a £3m Coronavirus Business Interruption Loan Scheme (“CBILS”) loan.
The CBILS loan is secured by way of fixed charges over the assets of various Group companies. The CBIL loan of
£3,000,000 represent amounts repayable within one year of £600,000 (2020: 250,000) and £2,200,000 (2020:
£2,750,000) repayable in more than one year. The bank loan has a six‐year term with maturity date in 2026. The
loan has an initial interest free period of 12 months followed by a rate of interest of 2.5% over the Bank base rate.
ix) Provisions
Deferred tax recognised in balance sheet:
Deferred tax liabilities:
Brought forward
Charge/(credit) to profit or loss
Total
Total
£
825
245
1,070
P a g e 74 | 80
Company financial statements – under UK GAAP
Notes to the accounts (continued)
x)
Share capital and reserves
Comptoir Group PLC
Annual Report 2022
Share capital
£
Share
premium
£
Other
reserves
£
Retained
earnings
£
Total
£
At 1 January 2020
Share‐based payment charge
Total comprehensive loss for the year
At 31 December 2020
1,226,667
10,050,313
‐
‐
‐
‐
1,226,667
10,050,313
At 1 January 2021
Share‐based payment charge
Total comprehensive loss for the year
At 2 January 2022
1,226,667
10,050,313
‐
‐
‐
‐
1,226,667
10,050,313
82,708
14,578
‐
‐
1,952,314
13,312,002
14,578
(12,447,703) (12,447,703)
878,877
97,286 (10,495,389)
97,286 (10,495,389)
32,436
‐
878,877
32,436
(30,108) (30,108)
881,205
129,722 (10,525,497)
‐
xi) Contingent liabilities
The Company had no contingent liabilities at 2 January 2022 or 31 December 2020.
xii) Capital commitments
The Company had no capital commitments at 2 January 2022 or 31 December 2020.
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.
xiv) Ultimate controlling party
The Company has no ultimate controlling party.
xv) Subsequent events
Details of subsequent events relating to COVID‐19 are discussed in note 31 to the Group financial statements.
P a g e 75 | 80
Comptoir Group PLC
Annual Report 2022
Notice of Annual General Meeting
Comptoir Group PLC
Registered in England and Wales with no. 7741283
Notice is hereby given that the 2022 Annual General Meeting of Comptoir Group Plc will be held at 73, Cornhill,
London EC3V 3QQ on 30 June 2022 at 3.00 p.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:
THAT, the Company's annual accounts for the year ended 2 January 2022, together with the report of the
auditors and the directors thereon, be received and adopted.
THAT, Richard Kleiner, who retires in accordance with the Company's articles of association, be re‐elected
as a director.
THAT, Michael Toon, who retires in accordance with the Company's articles of association, be re‐elected
as a director.
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:
1. 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.
2. 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)
the allotment of equity securities for cash up to an aggregate nominal amount of £96,000; and
P a g e 76 | 80
Comptoir Group PLC
Annual Report 2022
(ii)
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
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
27 May 2022
Registered Office: Unit 2, Plantain Place, Crosby Row, London, England, SE1 1YN
P a g e 77 | 80
Comptoir Group PLC
Annual Report 2022
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 28 June 2022. 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 3.00 p.m.
(UK time) 30 June 2022 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; or
in the case of CREST members, by utilising the CREST electronic proxy appointment service in
accordance with the procedures set out.
For a proxy appointment to be valid, it must be submitted and received by Link Group by 3.00 p.m. on 28
June 2022, which is not less than 48 hours (excluding non‐working holidays) before the time appointed
for the meeting, or adjourned meeting.
8.
If you return more than one proxy appointment, 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.
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9. The return of a completed proxy, 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.
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 3.00 p.m. on 28 June 2022, which is not less than 48 hours (excluding non‐working
holidays) before the time appointed for the meeting, or adjourned meeting. 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.
11. 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.
12. 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.
13. As at 25 May 2022 (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 25 May 2022 are 122,666,667.
14. 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
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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.
15. 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.
16. 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.
17. 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.
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