Annual Report & Financial
Statements 2023
for the period ended 31 December 2023
Enjoy a taste of
our world
2 Annual Report & Financial Statements 2023
This is what I want to do;
open a canteen that
is accessible to everyone
in terms of affordability
& atmosphere, but most
of all a place that will
celebrate the warmth and
tastes of both Middle Eastern
& North African culture.
Did you know?
Comptoir Duke of York Square,
Chelsea fed 138,000 guests
in 2023 – that is 1.5 times the
capacity of Wembley Stadium.
04 At a glance
Our history
04
06
08
10
12
14
Comptoir Group PLC snapshot
Our brands
Doing better
Our food
The right way
16 Strategic Report
17
Chair’s Statement
18
21
25
Chief Executive’s review
2023 Financial Highlights – Interim FD Review
Strategic Report
35 Corporate Governance
Statement of Corporate Governance
35
37
39
40
Report of the Directors
Statements of Directors’ responsibilities
Independent Auditors’ report
47 Financial Statements
47
Consolidated statement of comprehensive income
48
49
50
51
52
84
92
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)
Note of annual general meeting
Annual Report & Financial Statements 2023
3
At a glance:
Our history
Comptoir Group PLC snapshot
Our brands
Our food
Our environmental, social,
governance highlights
For the love of food
Our history
Founder Tony Kitous’ relationship with food
began under his mum’s influence. The eldest
of seven children, his mum - like many Arabic
mothers of the time - would spend six hours
a day in the kitchen. He still has strong
memories of the fisherman who used to visit
in his little truck and sell them fresh sardines,
which his mother would either stuff or marinate.
Ahlan Wa Sahlan: Welcome,
Comptoir Libanais was born from
my love of Middle Eastern & North
African food & culture, I always enjoy
It was a holiday to London when Tony was
sharing food: food that’s healthy,
delicious and above all simple and
colourful. I always had a dream to
open a restaurant that welcomes
18 that really fired his imagination and
his passion to make something of himself.
He probably didn’t realise at the time, but this
‘holiday’ was to last 27 years! He loved London
and knew that this is where he wanted to
everyone from all walks of life, just
live, but also knew that he'd need to work
like we greet our own guests at home.
A place that celebrates our generous
culture and warm hospitality.
hard to survive. Living in a squat, he managed
to find work in restaurants. But the 18 hour
days didn’t feel like work as he was driven by
his love of food and hospitality. It certainly paid
off, by the age of 22 Tony had opened his first
restaurant in Wigmore Street called Levant.
Founder Comptoir Group
4 Annual Report & Financial Statements 2023
Our vision: To make Lebanese food &
way of life as widely understood as Italian
by transporting our guests to a happy place
through our unique food & decor, unobtrusive,
joyful upbeat people.
Generosity: Not only sits at the heart of our
culture but is one of our values.
A lot of the dishes are a taste
of home, inspired by the
kind of food my mum used
to make for us growing up
and of course, from my travels
around the Middle East
& North Africa.
The kind of food that brings
people together.
Did you know?
Over 870k mezze were
enjoyed by our guests…
thats the equivalent to the
attendance of about four and
a half Glastonbury Festivals.
Annual Report & Financial Statements 2023
5
Building
something
special
A Comptoir Group PLC snapshot
From humble beginnings, Tony has built something truly special. But at the heart
of it is still a simple vision…to make Lebanese food as popular as Italian food.
We currently have 28 restaurants helping us achieve this goal
(Including 6 franchises):
23*
1
3
1
6 Annual Report & Financial Statements 2023
Creativity: This is a key part of our ethos
when it comes to our menu and the creation
of new dishes to tantalise our guests and
excite our staff.
609 colleagues who are a part of the family:
27 different
nationalities
In 2023 our team
served over 1.5m guests
A Comptoir Group PLC snapshot
Utrecht
Doha
Dubai
Ashford
Bath
Birmingham
Bluewater
Chelsea
Cheshire Oaks
(opening 2024)
Ealing
Exeter
Gloucester Road
Kingston
Liverpool Street
London Bridge
London Stansted
Manchester
Oxford
Reading
Shepherd’s Bush
Southbank
(opening 2024)
South Kensington
Wigmore Street
Westfield
Bluewater
Abu Dhabi
Winsley Street
Devonshire Square
London
Annual Report & Financial Statements 2023
7
Unique dining
experiences
for everyone
Our brands
The Comptoir Group PLC comprises Comptoir Libanias, Yalla Yalla, Shawa and Kenza:
Translated, Comptoir Libanias means ‘Lebanese Counter’ and that captures
the brand perfectly. Everyone is welcome to eat the authentic Lebanese food
in a friendly and relaxing environment.
Yalla Yalla joined the family in December 2016 and the restaurants are
welcoming and unique in style offering time-honoured Lebanese recipes,
passed down through generations and perfected along the way.
Tony wanted to share the taste of Shawarma and Shawa was born. The creation
of wraps is quite a spectacle, as guests watch the team expertly carve the meat.
Shawa is a fast takeaway offering healthy food suitable for everyone.
Kenza restaurant serves authentic, Lebanese cuisine. Our fun and relaxed
approach is accentuated with authentic, traditional, lighting, live entertainment
and furnishings that will transport you to Marrakesh.
8 Annual Report & Financial Statements 2023
Authenticity: We always stay true to our roots
and traditions, while embracing innovation
and evolution.
Did you know?
Tea in Middle Eastern culture
is a symbol of hospitality and
social bonding.
In 2023 we poured 85,039
Rose Mint Teas.
Whenever I get asked for advice
from people I meet, I always say
follow your dreams, don’t lose
focus and be determined as hard
work can only pay off. When it
comes back to people talking
to me about what is the perfect
homous, or what’s the best
tabbouleh etc, my answer is:
is there a perfect car, a perfect
shirt or a perfect perfume? It’s
a matter of personal taste. I am
happy to recommend or show you
my way but it’s your dish so spice
it up, mix up the ingredients and
play with the flavours.
It’s down to you.
Tony Kitous, Founder Comptoir Group
Annual Report & Financial Statements 2023
9
Doing
better
PET Bottles
In 2023 we removed 200k PET water
bottles from our restaurants.
We continue to review the sales
of bottled water throughout
our business.
Sustainable
Restaurant
Association
In 2023 we became members of the
Sustainable Restaurant Association to help
us on a journey to become a more
sustainable organisation.
We invited the SRA to audit all of our processes
and systems and were awarded a 1 star
rating for the group in August 2023.
We are determined to achieve
2 stars by April 2025.
Charitable
Fund
In 2023 Comptoir Group raised > £150k
for charitable causes in response to natural disasters
in Turkey, Syria & Morrocco. In partnership
with Blue Maristas, we provided
direct help to 73 families.
In 2024 we have set up a charitable fund, which
will raise money for good causes, focussing
on homelessness.
£1 from every Too Good to Go sale will
go to our charitable trust.
We also carried out community outreach
works in a local school in London,
inspiring the next generation.
10
Sustainability: We have a passion for doing
better each and every day. Whether that
is to reduce our impact on the environment
or supporting the communities we trade with,
we are on a path of continuous improvement.
Beef
Recognising the
environmental impact of beef,
we chose to remove it from our menu
at Comptoir. As of April 2024 we will
no longer sell beef.
Instead, we will concentrate on sourcing
higher welfare lamb and poultry and
ensuring our plant based
offering is best in class.
Energy
All of the electricity we buy comes from
renewable sources. We are commited to reducing
the use of fossil fuels in our sites. Our first fully
electric kitchen is operational from
April 2024 at Southbank. We are also trialing our
first fully electric Shawa (in partnership
with our franchisees) in Abu Dhabi airport.
In 2023 we introduced energy saving measures
in all of our sites – changing behaviours to ensure
all staff understand that precious resources need
to be used wisely.
We have invested in energy monitoring
equipment to help us to reduce electricity
use and continue to explore
new technology.
Food Waste
UK Food waste accounts for 10% of CO2 emissions.
40% of all food that is produced is wasted.
Comptoir are committed to reduce food
waste arising from our operations.
All of our food is prepared to order, which minimises wastage.
All sites measure waste carefully and we will set
clear targets for waste reduction during 2024.
We have partnered with Too Good To Go To to divert
food waste from going to landfill.
We are working with suppliers to reduce packaging.
An increased focus on forecasting means less
wastage throughout the supply chain.
Transport
In the past 12 months,
we reduced the average number
of deliveries to our sites by 6%
=1000 fewer journeys.
We will cut this by a further 6% in 2024.
We choose delivery partners
who prioritise greener vehicles
and fuel efficient route planning.
11
Where
quality meets
authenticity
Our food
Tony doesn’t just like food, he loves food. And that love doesn’t come through simply
in the preparation; the way our ingredients are sourced is proof of our commitment
to quality. It’s easy to say you’re authentic, but it takes hard work and commitment
to stake your reputation on it. All our dishes are prepared freshly made to order,
using fresh, authentic ingredients. No ultra-high processed food.
Homous is made to
a unique family recipe;
no one makes it like we do.
Our new burger buns for
Comptoir are made specially
by an artisan baker…
Our Central Production Unit (CPU) supports all our outlets to
make sure they have what they need, when they need it.
This keeps consumer experiences consistently impeccable –
whether at home or in one of our restaurants.
12 Annual Report & Financial Statements 2023
Togetherness: Our staff come from all walks
of life, and so do our guests. Embracing our
differences, being open to new, listenting to
one another and showing respect is a core
value at Comptoir Group.
Baba ghanoush is made
using specially imported
roasted aubergines to give it
that unique smoky flavour.
…using the mahlab spice
(made from cherry stones)
for a unique taste.
Chateau Ksara is Lebanon’s oldest winery, located in
the Bekaa Valley. They produce exceptional wines,
which complements our food perfectly and have
done since we opened our first restaurant.
Annual Report & Financial Statements 2023
13
The right food, the
right surroundings,
the right way
The right way
We care about the health of our guests,
the health of our planet and supporting
the communities whose heritage
we champion through our brands.
More than half of our menu offers
naturally plant based options for
our guests
All our food is made fresh in our
restaurants or sourced from our
CPU and a few trusted suppliers
We work hard to avoid ultra
processed foods
Our suppliers are part of our business,
many have provided our quality
ingredients from the start, such
as Ksara wines from Lebanon
Restaurant refurbishments use
reclaimed materials that Tony picks
up on his travels, giving new life
to well loved artifacts
Sourcing our crockery, interior
decorations and fer forge screens
from suppliers in the Middle East
and North African regions helps
support local communities.
14 Annual Report & Financial Statements 2023
Believing: Being passionate, being proud
to prepare and serve our joyful food,
being present means our guests feel
special and welcome so they keep coming
back for more.
Our teams are diverse
and represent many
different communities.
The positive impact
we can have on those
communities and the
wider environment has
always been important
to Comptoir Group.
Tony Kitous, Founder Comptoir Group
Annual Report & Financial Statements 2023
15
Comptoir Group PLC – Annual Report
For the period ended 31 December 2023
Company information
Directors:
Secretary:
Company number:
Registered office:
Business address:
N Ayerst
Chief Executive
A Kitous
Creative Director and Founder
B Lafon
Non-Executive Chair
JM Orieux
Non-Executive Director
N Ayerst
07741283
6th Floor, Winchester House
259-269 Old Marylebone Road
London NW1 5RA
6th Floor, Winchester House
259-269 Old Marylebone Road
London NW1 5RA
Nominated Advisor and Broker:
Cavendish Capital Markets Limited, One Bartholomew Close
London EC1A 7BL
UHY Hacker Young, Quadrant House,
4 Thomas More Square, London E1W 1YW
Howard Kennedy LLP, No.1 London Bridge,
London SE1 9BG
Link Asset Services, 10th Floor, Central Square,
29 Wellington Street, Leeds LS1 4DL
Auditors:
Solicitors:
Registrars:
Enquiries:
Comptoir Group plc
Jean Michel Orieux
Tel: 0207 486 1111
Cavendish Capital Markets Limited (NOMAD and broker)
Simon Hicks
Tel: 020 7220 0500
16 Annual Report & Financial Statements 2023
Annual Report & Financial Statements 2023
16
Strategic Report
Chair’s statement
Highlights:
Post Period Highlights:
Group revenue of £31.5m, up by 1.4% (2022: £31.0m)
up by 1.3% lfl
Total system sales* of £42.4m, an increase
of +6.7% (2022: £39.8m) up by 3% lfl
Gross profit of £24.7m, ahead on last year
by £0.3m (2022: £24.4m)
Adjusted EBITDA** before highlighted items
of £0.1m (2022: £2.8m)
IFRS profit after tax of £1.6m loss (2022: £0.6m)
Proactive estate portfolio management saw
Comptoir Ealing opening in October 2023,
and closure of Comptoir Leeds in January 2023
Net cash and cash equivalents at the end of year
of £7.0m (2022: £9.9m)
The basic earnings per share for the year was
(1.30) pence loss (2022: basic earnings per share:
0.48 pence)
The Group exited 2023 with 21 restaurants,
plus 6 franchise restaurants.
FY 2023 results reflect the continued effects of the
consolidation strategy the board put in place in August
2022 to rebuild the teams after the pandemic, manage
the headwinds created by the inflationary pressures on
wages, ingredients and utility costs in particular whilst
establishing a strong foundation for growth.
Full year EBITDA at £0.1m was in line with management
expectations. Sales grew by 1.4% to £31.5m, GP grew
1.1% last year to £24.7m, colleague retention improved,
over 90% of our teams were trained in our new
‘Generous Hospitality’ training, all brands benefited
from a total revamp of our menus to increase the mix
of plant based options, whilst offering ever more new
and authentic recipes. Growth in NPS, now at over 74%
on a rolling 12 months basis and continued reduction
in staff turnover, give us confidence in the value of our
Plan for the medium term.
In 2023, the board also chose to invest in our infrastructure,
to create a resilient supply base and to take steps to progress
with our ESG roadmap. We have started to invest in green
technology, updated both our sourcing policies and
partners, and designed menus more coherent with
our carbon neutral goals.
At publication of this report, we are trading with
28 stores (22 managed, 6 franchised), having closed
Leeds in January 2023 and opened Ealing in October 2023.
New opening of Comptoir Libanais at Southbank
and taking back the franchise site at Cheshire Oaks
and the opening of Shawa in Abu Dhabi. We are
on-site in Milan for an early summer opening
Continued strengthening of leadership team,
with appointment of People Director, Operations
Director and Finance Director
Lease end closure of non-core proposition
restaurant of Yalla Yalla Soho
Exciting new menu launch.
* System sales are defined as total sales for equity and franchise restaurants.
** Adjusted EBITDA was calculated from the (loss)/profit before taxation
adding back net interest cost, depreciation, share-based payments
and non-recurring costs (note 3).
So far in 2024, we have opened a new franchised
Shawa in Abu Dhabi, a new directly managed Comptoir
Flagship in Southbank, closed Yalla Yalla Soho and
brought Cheshire Oaks into the managed portfolio.
We started a refurbishment program, with Duke of York Sq
Chelsea reopening mid May with London Bridge and
Westfield London to follow later this year. All our terraces
have been refurbished, well ahead of the start of the season.
Our investments in Tech continue, for instance our first
labour productivity tool is now in place. A new digital
strategy came into force in March 24, with the launch
of new websites, online booking systems and new
online partnerships.
By summer 2024, a brand-new senior leadership team
will be in place, to allow the Group to scale to new heights.
On behalf of the board, I would like to thank all our
colleagues who worked tirelessly to transport our guests
to a happy place, every time. We are proud of how well our
colleagues are adapting to new ways of working, placing
our famous hospitality and amazing food at the core of
all they do. I would also like to thank our senior executive
team, our old and new partners and shareholders for
enabling all the changes to land successfully.
We remain optimistic and cautious about 2024 as costs
and prices continue to rise in high single and double digits
and footfall remains both challenged and erratic. We are
focussed on executing our Plan well, to be in a strong
position to capitalise on any demand recovery.
The business enters 2024 with renewed energy and
a new team, a balanced portfolio of brands and locations
and a strong cash position.
Beatrice Lafon – Chair
20th May 2024
Annual Report & Financial Statements 2023
17
Strategic Report
Chief Executive’s review
The Group started 2023 with good momentum,
despite the economic headwinds affecting
the industry as a whole.
Our strategy to grow through organic sales, new
openings and franchising is bearing fruit and I am
pleased to report that each strand of these strategic
pillars grew in the last year. Whilst our group revenue
grew, our costs increased as a result of food cost inflation,
a further increase in the minimum wage and, for a period,
energy bills that were three times that of years previous.
We were also significantly impacted by 30 days of strikes
on rail and the London underground in 2023, which we
estimate represents lost income of c. £300,000.
With the support of the Board, we have strengthened our
senior leadership team, bringing in highly experienced
colleagues who will help shape our culture and build on
our operational excellence and financial performance.
We successfully opened a new Comptoir Libanais in
Ealing during the period, which is trading in line with
expectations, and we opened a prominent site on
London’s Southbank in April 2024.
Total like for like system sales grew +3.0% in 2023 over
2022. Within this, our equity restaurants delivered like
for like growth of +1.3%. Despite this growth, increasing
covers proved a challenge during the year, against
a backdrop of increasing mortgage rates and rent rises,
but we are pleased that cover performance trend has
improved in Q1 of 2024.
Despite facing pricing challenges, we have effectively
managed price increases for guests through strategic
menu engineering and leveraging benefits from our
supply chain efficiencies. As a result of our recent
consolidation of distribution and our strong
relationships with suppliers, we have been able
to minimise the impact of margin erosion to 0.2%.
While energy costs remained high for the majority of the
year, particularly after the government’s support was
withdrawn, in the fourth quarter of the year we
transitioned to a two year flexible pricing model,
delivering the best unit costs currently available.
People, Values and Culture
We continually strive to create a culture and work
environment that attracts motivated employees
who feel recognised and rewarded for their efforts.
We are proud of the progress we have made in our
gender pay gap and we now have a Median Pay Gap in
favour of our female colleagues, together with strong
representation in our senior leadership team. We have
had a fair tronc scheme to distribute our service charge
for a number of years with only small changes required
to comply with the new legislation. It is clear that to
succeed in difficult times you need to not only be great
at fantastic food and brilliant environments, but deliver
on hospitality as well and our people and our culture are
a huge asset.
Technology
Investing in technology has been crucial for enhancing
guest service and supporting ongoing projects to
streamline labour efficiency. Our successful trial and
ongoing rollout of Kitchen Display Screens (KDS) have
improved service speed and reduced guest complaints.
The majority of our restaurants have adopted tablet
ordering for our teams and we have integrated our
payment systems which has increased efficiency of
taking orders and expediates table turnover during peak
times. We continue to work with our digital ordering
platform to improve functionality for our guests.
Guest Satisfaction
In 2023, we made significant investments to improve
our guest service scores. Historically our guests have
always appreciated our fresh, healthy and delicious
food offerings, and bright, bold and eclectic interiors
but felt our hospitality fell short compared to leaders
in the sector. To address this, we have implemented
a ‘Generous Hospitality’ programme, retraining each
team member to understand what it takes to make
a positive impact on our guest’s experience. As a result
of these efforts, our Net Promoter Score (NPS) has
increased to 74% and our social score has also
improved throughout the year.
NPS
74.1
74.1
0.0
100.0
18 Annual Report & Financial Statements 2023
Guest understanding
As a result of a variety of qualitative and quantitative
research we now have a far better understanding
of Comptoir Libanais’ guests, what they think of us,
how often they visit and how we best communicate
with them to increase frequency of visit and spend.
To facilitate these improvements, we have made
changes to our website, CRM partners, booking platform
and digital agency and can track return on marketing
investment much better than previously through use
of personalised communication.
Franchising
Franchising is an integral part of the Group’s strategy.
In 2023 Comptoir Libanais system sales totalled £35m,
with 65% originating from our equity estate and
35% from franchisees. In early 2024, we took back the
Avolta franchised site in Cheshire Oaks as they refocus
on travel hub operations. Simultaneously, we opened
a new Shawa restaurant in Zayad International Airport,
our first restaurant in Abu Dhabi and first franchised
Shawa restaurant.
During the year we signed a new partnership with
AREAS, a global travel hub food operator, and are on
track to open in Milan airport this summer. With the
robust performance of existing sites and recent
openings trading well we will be looking to grow the
number of our franchise partnerships and restaurants.
Delivery platforms
The enhancement of our delivery services including
delivery menu, dish presentation, packaging and
working with our delivery partners on strong ROI
promotional activity has led to delivery performing
well in 2023, particularly within Comptoir Libanais.
As part of the Group’s growing commitment to its
responsibilities across all areas of ESG, we have
ensured all of our delivery packaging is recyclable.
Outlook
The hospitality industry has been significantly
impacted by a maelstrom of economic factors which
have influenced guests spending habits and led to higher
operational costs. I expect it will take a further 2-3 years
before we can adjust pricing sufficiently to fully return
to pre-Covid EBITDA margins. Nonetheless, we made
progress with cost reductions in the latter part of 2023,
particularly in energy management, and have continued
this momentum into 2024.
I am particularly excited by the work we have done to
better understand our guests and our market position
in Comptoir Libanais which together with our focus
on consistency in food quality and hospitality has
delivered like for like sales growth in Q1 and increasing
guest satisfaction.
In order to focus management’s time on growth brands
we have streamlined Yalla Yalla’s operations by closing
a location that doesn’t align with our future business
ambitions at its lease end and aligning back of house
systems in the remaining restaurant to gain
operational efficiencies.
Shawa continues to present a significant growth
opportunity, with existing sites performing well and
encouraging early results from our franchise location
in Abu Dhabi.
The focus for the rest of 2024 and into 2025 remains
on growing covers both through our improved
understanding and connection with existing guests
increasing their frequency of return and encouraging
trial by new guests. Across the group we continue to work
on menus, labour efficiencies and cost management
to improve the Groups EBITDA delivery to compelling
numbers. We have confidence that our strategy will
deliver top line growth, improved margins and improved
profitability that will enable us to continue our new
opening plans.
Finally, I would like to thank all my colleagues for their
contributions to re-starting the growth within the
Group and their efforts to navigate external pressures.
Comptoir Group has strong foundations with its current
estate, a robust cash position and an excellent team.
I look forward to further growth and success for the
business in the years ahead.
Nick Ayerst – Chief Executive Officer
20th May 2024
Annual Report & Financial Statements 2023
19
I love Comptoir Ealing, not
only is it extra special as it
was our first opening since
lockdown. It is also a lovely
neighbourhood restaurant
with regulars popping in.
Alina Seconsa – Operations Manager, Comptoir Group
20 Annual Report & Financial Statements 2023
Strategic Report
2023 Financial Highlights – Interim FD Review
Overview
A solid year for the group, underpinned by sales growth and a proactive response to external cost challenges.
Comptoir Group retains a strong cash position following a transformative year, as we continued to set the
business up for future success. We are now in a good position to prosper from new openings, a return to
consumer confidence and a softening in the rate of cost base increases.
The Group delivered positive adjusted EBITDA, despite the considerable impact of cost increases. By focusing
on the things within leaderships control, we were able to generate solid cash from operations. This positions
Comptoir Group to be best placed to serve guests, when the macroeconomic uncertainty reduces, and
consumers are ready to dine out.
The KPIs of the Group’s performance are summarised below:
Group financial summary
Revenue
Gross profit
Other costs
(Loss)/profit for the period
Cash generated from operations
Adjusted EBITDA ( Pre IFRS)1
Net Cash2
31 December
2023
1 January
2023
£31.5m
£24.7m
£26.3m
-£1.6m
£2.3m
£0.1m
£5.4m
£31.0m
£24.4m
£23.9m
£0.6m
£4.4m
£2.8m
£7.7m
Variance
1.4%
1.1%
10.3%
-371.9%
-47.6%
-97.8%
-29.5%
1 Defined as statutory operating profit before interest, tax, depreciation and amortisation (before application of IFRS16 and excluding
exceptional costs) and reflects the underlying trade of the Group.
2 Defined as cash and cash equivalents less loans and borrwings.
Revenue
Gross profit
Revenue of £31.5m, from £31.0m in 2022 was a growth
of +1.4%. This was despite Q1 2022, benefitting from
lower VAT rates as one of the final support hangovers
put in place through the global pandemic ended at the
end of March 2022.
The group entered 2023 with 21 equity restaurants,
with Leeds closing in January 2023, offset by opening
of Ealing in October 2023, taking the equity estate back
up to 21. Our franchised estate of 6 restaurants traded
consistently throughout 2023.
Including franchise and equity restaurants, total
system revenues of £42.4m (2022: £39.8m) were
delivered through 2023.
The team worked very closely with our supply partners
through 2023 and made some huge steps forward
in optimising our cost base, yet with cash margin
increasing by +1.1%, from revenue growth of +1.4%,
the benefit is not instantly obvious until you factor
in the significant double digit (up to 20% at its peak)
food inflation that has been absorbed within this.
These factors manifested the modest downward
movement in Gross Margin percentage from 78.7%
in 2022 to 78.5%, a 0.2% reduction.
However, if 2022 had not benefitted in Q1 from
a reduced VAT rate of 12.5%, year on year total Gross
Margin percentage in 2023 would have been a +0.1%
improvement over 2022, despite the cost base increases.
Annual Report & Financial Statements 2023
21
Strategic Report
2023 Financial Highlights – FD Review
Other costs
It was a turbulent year for all other costs throughout
2023 for the reasons already mentioned earlier in this
report, with Comptoir Group not being immune from
those external factors.
Most significantly impacting the business was the
huge, unprecedented increase in utility costs which
more than doubled with a 129% increase versus 2022,
a UK wide phenomena, together with the unwinding
of business rates relief, which increased costs by
21% versus prior year.
Other notable fixed costs also saw increases, with rent
growing by 15% as we secured longer term tenures,
and corporate cost increases in Head Office and Plc costs
associated with rebuilding and re-establishing a new
Board and senior leadership team. All combined our
cost base increased by more than +10%.
The outlook will see food inflation drop to below double
digits in the first quarter of 2024 expecting to settle
at between 7%-8% for the balance of 2024. Whilst
proactive action has already been taken to de-risk
utility costs by contracting through to Autumn 2025
with options being explored into future years.
Adjusted EBITDA
Post IFRS 16
31 December
2023
Pre IFRS 16
31 December
2023
Post IFRS 16
1 January
2023
Pre IFRS 16
1 January
2023
£
£
£
£
Sales
31,480,609
31,480,609
31,046,546
31,046,546
Adjusted EBITDA:
(Loss)/profit before tax
(1,645,105)
(1,410,764)
902,450
578,609
Add back/(deduct):
Depreciation
Finance costs
Finance income
Impairment of assets
EBITDA
Share-based payments expense
Restaurant opening costs
Loss on disposal of fixed assets
Exceptional legal and professional fees
Adjusted EBITDA
3,328,567
1,124,210
3,252,841
1,124,243
1,019,154
136,551
1,042,697
94,078
(94,147)
107,316
(94,147)
-
-
78,266
-
-
2,715,785
(244,050)
5,276,254
1,796,930
30,541
165,535
8,940
101,145
3,021,946
30,541
165,535
8,940
101,145
62,011
15,377
-
8,188
15,377
-
8,188
1,002,054
1,002,054
6,301,873
2,822,549
22 Annual Report & Financial Statements 2023
Cash flow and balance sheet
Impairments
Cash generated from operations decreased to
£2.3m in FY23 (2022: £4.4m). Despite marginal
gross profit improvements macroeconomic pressures
on utilities, wages, rent and rates squeezed operating
profit margins, along with the majority of the UK
operating companies. Coupled with additional
expenditure on property, plant and equipment
increased as the Group invested in the estate and
to the improvement of technology.
Financing and net debt
The Group had a cash and cash equivalents balance
of £7.0m on 31 December 2023 and a net cash position
of £5.4m (2022: £7.7m). The Group debt consists of
a CBIL loan attracting no covenants, of which £0.6m
was paid down through 2023. This has a six-year term
with a maturity date in 2026. The loan had an initial
interest-free period of 12 months followed by a rate
of interest of 2.5% over the Bank base rate.
Throughout 2023, the group started to proactively
manage its positive cash balances to generate interest
earned and reduce interest paid, compared to prior years.
Impairment cost in the period related to the lease exit
of Yalla Yalla in Soho.
Dividend
The Directors do not recommend the payment of
a dividend, believing it more beneficial to use cash
resources to invest in the Group in line with our strategy.
Going concern
Upon consideration of this analysis and the
principal risks faced by the Group, the Directors are
satisfied that the Group has adequate resources
to continue in operation for the foreseeable future,
a period of at least twelve months from the date of this
report. Accordingly, the Directors have concluded that
it is appropriate to prepare these financial statements
on a going concern basis.
Peter Harvey – Interim Finance Director
21 May 2024
Annual Report & Financial Statements 2023
23
Kenza is more than dining
with amazing food, it is
a Middle Eastern experience
that touches all the senses.
I create new memories every
time I go.
Nick Ayerst – Chief Executive Officer, Comptoir Group
24 Annual Report & Financial Statements 2023
Strategic Report
For the period ended 31 December 2023
At a glance
Comptoir Group is a dynamic, bold and
innovative hospitality company committed
to delivering exceptional hospitality
experiences that celebrate the rich cultural
heritage of Lebanon, the wider Middle East,
and North Africa.
With a passion for our food and a focus on quality
ingredients our restaurants offer an authentic taste
of the regions diverse and vibrant cuisine. We are
dedicated to providing outstanding guest hospitality by
creating a unique welcoming and inviting atmosphere
that not only transports our guests to a happy place it
also encourages our guests to want to come back time
and time again.
Our Vision is that one day Lebanese food and culture
will be as widely understood and enjoyed as Italian is
today by sharing our love of the regions food and culture
with the wider world. We do this through our Mission
of spreading the Lebanese joy of sharing one plate
at our time all under pinned by living our Values,
of Togetherness, Freshness, Happiness and Generosity.
We operate a collection of complementary brands, the
largest of which is Comptoir Libanais, founded 15 years
ago by Tony Kitous, a serial restaurant entrepreneur
within our chosen marketplace.
The Directors present their strategic report
for the period ended 31 December 2023.
Business model
The Group’s principal brand is Comptoir Libanais,
a Lebanese, Middle Eastern and North African focused
casual dining brand. The restaurants offer an all-day
dining experience based around healthy and fresh food
in a friendly, colourful and vibrant environment, which
delivers value for money to a broad demographic of
guests. Lebanese and Eastern Mediterranean food
is a popular food trend due to its flavoursome, healthy,
low fat and vegetarian-friendly ingredients as well
as the ability to easily share the food with friends.
We seek to design each Comptoir Libanais restaurant
with a bold and fresh design that is welcoming to all age
groups and types of consumers. Each Comptoir Libanais
restaurant has posters and menus showing an artist’s
impression of Sirine Jamal al Dine, an iconic Arabian
actress, providing a Middle Eastern café-culture feel.
Shawa is a Lebanese shawarma grill concept-serving
lean, grilled meats, rotisserie chicken, homemade
falafel, halloumi and fresh salad, through a service
counter offering, located in high footfall locations,
such as shopping centres.
The average net spend per head over 2023 at Comptoir
Libanais was £20.21 (2022: £19.22) and the average
spend at Shawa is lower at £14.32 (2022: £13.61),
positioning our offering in the affordable or ‘value
for money’ segment of the UK fast casual dining
market. In addition, our offering is well-differentiated
and faces limited direct competition, in marked
contrast to other areas of the market.
Strategy for growth and future developments
Our strategy is to continue to grow through organic
sales increase and increasing our owned-site operations
under both the Comptoir Libanais and Shawa brands.
While Comptoir Libanais is likely to remain the principal
focus of our operations, Shawa provides the opportunity
to offer our Lebanese food from a smaller footprint and
therefore create greater flexibility to our roll-out plans.
We continue to believe that there is considerable
potential to grow the Group’s franchised operations
and we see this as a complimentary and relatively
low-risk route to extend the presence of our brands,
both within the UK and in overseas territories. We saw
the opening of another site with our franchise partner
Avolta in Abu Dhabi in Q1 2024 and with our new partner
AREAS a new Comptoir Libanais site Milan is expected
to open in H2 2024, evidencing our belief in this route
to market.
We seek to maximise the dining experience in all our
restaurants with alfresco and dine-in experiences as
well as the UK delivery market. This is combined with
the use of technology to ensure we deliver the speed,
service and hospitality that guest require.
Annual Report & Financial Statements 2023
25
Strategic Report
For the period ended 31 December 2023
Review of the business and
key performance indicators (KPIs)
The continuing macro-economic pressures, high
inflation, cost of living crisis and loss of government
support versus 2022 at the end of the first quarter
continued to challenge the performance of the Group
and was reflected in the comparison to the ‘supported’
2022 outturn. As a result, Group revenue showed
moderate growth of 1.4% at £31.5m (2022: £31.0m)
and the Consolidated Statement of Comprehensive
Income shows a post-tax loss of £1.6m (2022: £0.6m
profit). However, as stated above, at this stage
in the development of the business the Board believes
that it is more helpful to focus on adjusted EBITDA,
which excludes non-recurring items and costs incurred
in connection with the opening of new restaurants
and on this measure, the underlying earnings of the
group were £0.1m profit (2022: £2.8m), despite the
economic and global uncertainties, and sector specific
pressures described elsewhere in this report.
The Board and management team use a range of
performance indicators to monitor and measure
the performance of the business. However, in common
with most businesses, the critical KPI’s are focused on
growth in sales and EBITDA, and these are appraised
against budget, forecast and the levels achieved last year.
In terms of non-financial KPIs, the standard of service
provided to customers is monitored via the scores from
a programme of regular monthly “mystery diner” visits
to our restaurants carried out by HGem, providing a Q4
Net Promotor Score (NPS) of 74% (Q1 2023 was 32%).
We also use feedback from health and safety audits
conducted by an external company (Food Alert) to ensure
that critical operating procedures are being adhered to.
Further explanation of the performance of the business
over the period is provided in the Chair’s Statement and
the Chief Executive’s Review.
Principal risks and uncertainties
The Board has overall responsibility for identifying
the most significant risks faced by the business and
for developing appropriate policies to ensure that
those risks are adequately managed. The following
have been identified as the most significant risks faced
by the Group, however, it should be noted that this
is not an exhaustive list and the Group has policies and
procedures to address other risks facing the business.
Consumer demand
Any weakness in consumer confidence could have
an adverse effect on footfall and guest spend in our
restaurants. The previously reported impact of Covid-19
virus demonstrated the significant impact on the
hospitality sector and the wider UK and global economy,
on the devastating impact all in the industry felt, and
whilst we were looking forward to a period of normality
and return to business as usual, nobody anticipated the
macroeconomic downturn and its impact on customer
confidences through uncertain times.
Frequent or regular participation in the eating-out
market is afforded by the consumer out of household
disposable income. Macroeconomic factors such as
employment levels, interest rates and inflation can
impact disposable income and consumer confidence
can dictate their willingness to spend.
Through such times the Board focussed on setting the
business up to maximise profitable revenue when the
confidence returns for consumers. As indicated above,
the core brands within the Group are positioned in
the affordable segment of the casual dining market.
A strong focus on superior and attentive service
together with value-added marketing initiatives
can help to drive sales when guest footfall is more
subdued. This, together with the strategic location
of each of our restaurants helps to mitigate the risk
of consumer demand to the business.
Input cost inflation
The Group’s key input variables are the cost of food
and drink, associated ingredients and the sizable
and progressive increases in the UK National Living
Wage and Minimum Wage rates continue to present
a challenge which we face into alongside our peers
and competitors, as we strive to help our team deal
with recent years cost of living crisis. We aim to
maintain an appropriate level of flexibility in our
supplier base so we can work to mitigate the impact
of input cost inflation. Our teams work hard on
predictive and responsive labour scheduling so that
our costs are well controlled.
26 Annual Report & Financial Statements 2023
My favourite restaurant
in the group is most
definitely Comptoir Southbank
– the location is amazing,
it stands out amongst
competitors and the décor
is on another level, colourful,
classy and vibrant.
Wendy Gorman, HR and Recruitment Assistant, Comptoir Group
Annual Report & Financial Statements 2023
27
Strategic Report
For the period ended 31 December 2023
Economic conditions
Strategy and execution
The war in the Ukraine has direct consequences
on the cost of fuel and will also impact various
food staples over the next 12 months that continues
to require proactive management.
The pressure of the cost-of-living crisis on living
standards and subsequent deterioration in consumer
confidence due to future economic conditions have
a detrimental impact on the Group in terms of footfall
and sales. This risk is mitigated by the positioning
of the Group’s brands, within the affordable segment
of the casual dining market. Continued focus on
customer relations and targeted and adaptable
marketing initiatives help the Group retain and
drive sales where footfall declines.
Labour cost inflation
Labour cost pressures that are outside of the control
of the Group, such as auto-enrolment pension costs,
National Minimum Wage and Living Wage increases,
Employee and Employer NI increases, and the
apprenticeship levy, are endured by the Group
and its competitors. Labour costs continue to be
regularly monitored and ongoing initiatives are
used to reduce the impact of such pressures.
The Group’s central strategy is to open additional
new outlets under its core Comptoir Libanais and
Shawa brands. Despite making every effort, there
is no guarantee that the Group will be able to secure
a sufficient number of appropriate, economically
affordable sites to meet its growth and financial
targets and it is possible that new openings may
take time to reach the anticipated levels of mature
profitability or to match historical financial returns.
The Group utilises the services of external property
consultants and continues to develop stronger
contacts and relationships with potential landlords
as well as their agents and advisers. However, there
will always be competition for the best sites and
the Board will continue to approach any potential
new site with caution and be highly selective
in its evaluation of new sites to ensure that target
levels of return on investment are achieved.
On behalf of the Board
Nick Ayerst – Chief Executive Officer
20th May 2024
28 Annual Report & Financial Statements 2023
Shawa Abu Dhabi…this
is my favourite site as it
is our very first franchised
Shawa and it is amazing to
see this brand open its first
QSR overseas.
Djamel Benchikh, Deputy Group Executive Chef,
Comptoir Group
Annual Report & Financial Statements 2023
29
Strategic Report
Climate Related Financial Disclosure
Energy Consumption and Carbon Emissions
Comptoir Group PLC have included the recommendations
set out by the Task Force on Climate change (TCFD)
in this year’s report. These recommendations help
businesses to focus on the likely direct and indirect
impacts of climate change for individual organisations,
their operations, services and customer base.
The TCFD framework utilises four key pillars which have
been adopted by Comptoir Group as the key areas of focus.
Aligned to these four pillars are 11 recommendations,
which provide guidance as to how to ensure that
management processes, analyses and business
planning give sufficient consideration to the impact
of climate change on the operation.
Greenhouse gas emissions and energy use data for the period ended 31 December
Annual Energy Consumption
(KWh)
Current Reporting Year
01/01/2023 – 31/12/2023
Comparison Year
01/01/2022 – 31/12/2022
Scope 1
Stationary Combustion
Mobile Combustion
Process Emissions
Fugitive Emissions
Scope 2
Purchased Electricity
Purchased Steam, Heat, Cooling
Scope 3 (Grey Fleet)
Grey Fleet
Total
£
2,381,158
2,317,934
63,224
N/A
N/A
2,514,088
2,514,088
–
19,230
19,230
£
2,682,126
2,617,319
64,807
N/A
N/A
2,734,638
2,734,638
–
56,636
56,636
4,914,477
5,473,397
30 Annual Report & Financial Statements 2023
Governance
Short term (less than two years):
The CEO has ultimate responsibility for ESG. Comptoir
Group PLC has appointed an ESG Committee, which
meets quarterly to assess climate risk and opportunities
and to set strategy and targets to address said risks and
opportunities. The Chair, non-Exec Director, CFO and
CEO sit on the ESG committee.
Supply chain disruption and shortages of impacted
crops: we source salad, citrus, chillis, aubergine
and pomegranates from regions which are
potentially at risk in the case of a temperature
increase of 2OC. This would impact around £400k
worth of stock (equivalent to 7% of all food spend)
The ESG committee prioritises the response to potential
climate related risks & opportunities, depending on the
potential magnitude, likely financial impact and
opportunities to adopt mitigation practices. Detailed
updates on ESG are included in the monthly report
to the board.
To deliver our targets, 8 cross functional working
groups meet quarterly. They are tasked with ensuring
ESG goals are embedded into all aspects of our business.
Strategy
To identify actual and potential impacts of climate-
related risks and opportunities on the organisation’s
processes, strategy, and financial planning, Comptoir
Group embarked on an audit in conjunction with the
Sustainable Restaurant Association (SRA). This took the
form of a detailed investigation on all operations which
has enabled Comptoir Group to identify potential risks
& opportunities and set realistic goals for improvement.
We have assumed a climate transition scenario of 2OC,
in line with guidance provided by the Department of
Business, Energy & Industrial Strategy. A rise in global
temperatures of around 2OC will likely increase the
number of severe weather events, such as flood and
droughts, impacting the world’s main food producing
regions. Under this climate transition scenarios,
we have identified the following potential risks.
Higher energy costs due to increased demand
for artificial heating/cooling and irrigation.
Medium term (two-five years)
Potential changes to statutory obligations
regarding waste disposal
The Department for Business, Energy and
Industrial Strategy has calculated that a carbon
tax of £80 per tonne would have the desired impact
on carbon emissions. The liability for Comptoir
Group would be in the region of £80k p.a. based
on current emissions levels, if this was introduced
Increased competition for new sites which offer
public transport accessibility, infrastructure
resilience in the light of extreme weather events,
and access to renewable energy.
Long term (more than five years)
Infrastructure and buildings will require increased
investment to withstand changing weather patterns
and an increase in extreme weather events,
particularly flooding
Weather related travel disruption impacting
customers and staff
Increased requirement for HVAC in warmer weather
Reduced use of terraces and outdoor areas due
to increased rainfall in UK.
Annual Report & Financial Statements 2023
31
Strategic Report
Climate Related Financial Disclosure
Comptoir Group have also identified the
following opportunities:
All menus will consist of at least 50% plant-based
dishes, anticipating an increase in consumer demand
Comptoir’s operations exhibit low wastage methods
We regularly review the supply markets, with the
of production, careful stewardship of specialist
producers and natural, unprocessed foods which
will increasingly appeal to a growing cohort
of eco conscious consumer
Our menus have a strong emphasis on plant based
food. More than half of the menu items across
all brands are plant based, without any ultra
processed ingredients
We source specialist ingredients from smaller,
low intensity producers who prioritise the
preservation of local ecosystems, thus enhancing
long term opportunities for sustainable sourcing
aim of anticipating potential shortages and supply
chain disruption. By adopting creative and flexible
sourcing strategies, we can adapt quickly in the
short term to ensure long term supply resilience
Financial planning allows for investment
in equipment, building design, infrastructure
and processes to reduce reliance on fossil fuels
Budgeting processes and longer term business
strategy allow for changes in consumer behaviour
in response to changes in long term weather patterns,
such as reduced use of outdoor seating areas.
We are building stronger relationships with
Risk Management
suppliers who can switch to lower carbon methods
of production and transportation
We have allocated capex for investment in
technology, such as voltage optimisation and
energy monitoring devices to reduce the amount
of energy used.
We regularly review global supply markets with our
suppliers to identify any potential risks to the supply
chain, including financial risks. Increasingly, we choose
supply partners which prioritise anticipation of and
adaptation to climate related risks & opportunities
in the medium to long term.
The consideration of climate related risks & opportunities
is integral to all our decision making. ESG considerations
are now given priority consideration in all operational
decisions, longer term strategy & financial planning
as a matter of course. We will continuously strive to
ensure that the Group remains adaptable, to anticipate
and respond to climate related risks and opportunities.
Specifically:
Comptoir Group regularly reviews menus and
will adapt dishes, ingredients, cooking methods
and menus in response to the changing
availability of inputs
In conjunction with the Sustainable Restaurant
Association (SRA) and other industry bodies,
Comptoir Group keeps abreast of potential changes
to the regulatory environment.
As well as anticipating and reacting to changes
in global supply conditions, supply chain risk is also
assessed during the twice yearly menu review process.
If required, menus/ dishes/ ingredients can be adapted
or alternative supply sources mobilised.
Physical risks to buildings and infrastructure are
assessed during the process of site selection and as
part of the capex budgeting process.
32 Annual Report & Financial Statements 2023
The ‘Food Made Good’ rating uses a framework
of questions, which are derived from the 10 key areas
of the UN’s Sustainable Development Goals to audit
all operational processes and systems. Performance
against these criteria is then assessed and awarded an
overall rating. In 2023 Comptoir Group was awarded
1 out of 3 stars. We have implemented a roadmap which
will address all areas and ultimately improve our rating
by one star by August 2025. In addition, we have set
ourselves the following targets:
Reduce energy usage by 10% LFL by the end of 2024
– measured by Cap Energy monitoring devices and
Amber (energy brokers)
Reduce food wastage by 20% LFL by the end of 2024
Reduce carbon footprint on meat by 5% by end 2024
Increase UK sourced product lines.
On behalf of the Board
Nick Ayerst – Chief Executive Officer
20th May 2024
Financial risks regarding the increased costs of inputs
and outputs are assessed during the annual budgeting
process and re-evaluated in response to changing
market conditions, as required. We also have targets
for reducing energy usage and waste, which will
minimise any potential cost uplift.
Comptoir Group have made it a priority to assess
and manage climate related risk. We have a flexible
and dynamic approach to menu engineering and
ingredient sourcing. Where climate change poses
a risk to ingredient availability, we will quickly adapt
dishes, ingredients or supply chains to mitigate any
risk. We are working hard to lower our carbon
emissions and energy usage, which will further
increase our resilience in the case of increased
taxation or costs associated with energy.
Metrics & Targets
Comptoir Group are awaiting the final outcome of the
ESOS audit, which will identify Scope 1 emissions and set
out targets for reduced Carbon emissions (due June 2024).
Comptoir Group has set a target for achieving 2 stars
on the ‘Food Made Good’ rating, awarded by the
Sustainable Restaurant Association (SRA), a global
industry body established to promote & support
organisations who aim to have a more positive impact
on the environment and society.
Annual Report & Financial Statements 2023
33
Strategic Report
Section 172 Statement
This is the second year that the Directors
are required to provide a section 172
statement as part of the Strategic report.
Below we explain the background to the
section 172 statement.
Background
Section 172 of the Companies Act 2006 (‘Act’)
requires the Directors to act in the way they
consider, in good faith, would be most likely
to promote the success of the company for the
benefit of its members as a whole, having regard
to various factors, including the matters listed
below in section.
172 (1)(a) to (f):
a.
b.
c.
d.
e.
the likely consequences of any decisions
in the long-term;
the interests of the Company’s employees;
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;
the desirability of the Company maintaining
a reputation for high standards of business
conduct and
f.
the need to act fairly as between members
of the Company.
This statement is aimed at helping shareholders better understand how Directors discharged their duty
to promote the success of companies under Section 172 of the Companies Act 2006 (“S172 Matters”).
Throughout the year, in performance of its duties, the Board has had regard to the interests of the Group’s key
stakeholders and has taken account of any potential impact on these stakeholders of the decisions it has made.
Details of how the Board had regard to the following S172 matters are as per the below.
S172 Matters
Example
The likely consequences of any
decisions in the long-term.
Communication with shareholders through the Comptoir Investor website,
AGM, investor meeting and circulars
Through the corporate governance framework described in this annual report
The interests of the
Company’s employees.
Ongoing training and development at all levels
Engagement through the company engagement application, newsletters,
emails and other communications tools
The need to foster the Company’s
business relationships with
suppliers, customers and others.
Maintenance of regular contact with all suppliers
The Comptoir loyalty scheme through the Comptoir application
Responding to feedback from the customer
The impact of the Company’s
operations on the community
and environment.
The desirability of the Company
maintaining a reputation for high
standards of business conduct.
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
Regular restaurant visits and audit processes
Mystery guest programme
Food standards programme
Compliance updates at Board meetings
Ongoing training for all staff
The need to act fairly as between
members of the Company.
We maintain an open dialogue with our shareholders
Engagement with stakeholders
On behalf of the Board
Nick Ayerst – Chief Executive Officer
20th May 2024
34 Annual Report & Financial Statements 2023
Corporate Governance
Statement of Corporate Governance
The Board have elected to adopt the
Quoted Companies Alliance (QCA)
Corporate Governance Code in line
with the changes under Rule 26 of
the AIM Rules for Companies requiring
all companies that are traded on AIM
to adopt and comply with a recognised
corporate governance code. Full details
of our adoption to the code can be found
at https://investors.comptoirlibanais.com/
corporate-governance/.
The Board
The Board of Comptoir Group PLC is the body
responsible for the Group’s objectives, its policies
and the stewardship of its resources. At the balance
sheet date, the Board comprised four Directors being
Ahmed Kitous and Nicholas Ayerst as executive
Directors and Beatrice Lafon and Jean-Michel Orieux
as non-executive directors.
Beatrice Lafon and Jean-Michel Orieux are considered
by the Board to be independent. Each Director
demonstrates a range of experience and sufficient
calibre to bring independent judgment on issues
of strategy, risk management, performance, resources
and standards of conduct which are vital for the success
of the Group.
The Board had twelve Board meetings during
the year. Beatrice Lafon is Chair of the ESG committee,
Audit and the Remuneration Committees. The terms
of reference of these committees have been approved
by the Board.
Remuneration Committee
The Remuneration Committee’s responsibilities
include the determination of the remuneration and
options of Directors and senior executives of the
Group and the administration of the Company’s
option schemes and arrangements. The Committee
takes appropriate advice, where necessary, to fulfil
this remit.
Audit Committee
The Audit Committee meets twice a year including
a meeting with the auditors shortly before the
signing of the accounts. The terms of reference
of the Audit Committee include: any matters relating
to the appointment, resignation or dismissal of the
external auditors and their fees; discussion with
the auditors on the nature, scope and findings of the
audit; consideration of issues of accounting policy
and presentation; monitoring. The work of the
review function carried out to ensure the adequacy
of accounting controls and procedures.
Nomination Committee
The Company does not have a Nomination
Committee. Any Board appointments are dealt
with by the Board itself.
Internal control
The Board is responsible for the Group’s system
of internal control and for reviewing the effectiveness
of the system of internal control. Internal control
systems are designed to meet the needs of a business
and manage the risks but not to eliminate the risk
of failure to achieve the business objectives. By its
nature, any system of internal control can only
provide reasonable, and not absolute, assurance
against material misstatement or loss.
Internal audit
Given the size of the Group, the Board does not
believe it is appropriate to have a separate internal
audit function. The Group’s systems are designed
to provide the Directors with reasonable assurance
that problems are identified on a timely basis and
are dealt with appropriately.
Annual Report & Financial Statements 2023
35
Corporate Governance
Statement of Corporate Governance
Relations with shareholders
Going concern
There is a regular dialogue with investors,
including presentations after the Group’s year-end
and half year results announcements. Feedback
from shareholders is provided to the Board on
a regular basis and, where appropriate, the Board
will take steps to address their concerns and
recommendations. Aside from announcements
that the Group makes periodically to the market,
the Board uses the Annual General Meeting to
communicate with shareholders and welcomes
their participation.
In assessing the going concern position of the
Group for the consolidated financial statements
for the year ended the 31 December 2023, the Directors
have considered the Group’s cash flow, liquidity and
business activities. Following the Covid-19 pandemic,
the economic environment and its impact on guest
confidence to spend has been considered as part of the
Group’s adoption of the going concern basis. Although
trading was impacted over this period, the Group’s
underlying trading remained positive, and we’ve
continued with selective investment to continually
be able to embrace market growth.
The Group maintains good cash reserves of £7.0m
as at the start of the current accounting period, which
sets us apart from many other operators in our sector.
The Directors have considered the current business
model, strategies and principal risks and
uncertainties. Based on the Group’s cash flow
forecasts and projections, the Board is satisfied that
the Group will be able to operate for the foreseeable
future. In making this assessment, the Directors
have made a specific analysis of the impact of current
macro-economic uncertainties and global disruption
in the middle East as well as the Ukraine.
The Group’s current cash reserves remains at £7.0m,
and the Board believes that the business has the ability
to remain trading for a period of at least 12 months
from the date of signing of these financial statements.
These financial statements have therefore been
prepared on the going concern basis.
36 Annual Report & Financial Statements 2023
Corporate Governance
Report of the Directors
The Directors present their report
together with the audited financial
statements for the period ended
31 December 2023.
Results and dividends
The consolidated statement of comprehensive
income is set out on page 47 and shows the
profit for the year.
The Directors do not recommend the payment
of a dividend for the year (2022: £nil).
Principal activities
The Company’s and Group’s principal activity
continues to be that of the operating of restaurants
with Lebanese/Middle Eastern offering in the
UK casual dining sector.
Directors
The Directors of the Group, who held office
during the year, and their shareholding at the
year-end date, were as follows:
The Directors of the Group, who held office during the year,
and their shareholding at the year-end date, were as follows:
Executive
N Ayerst
A Kitous
B Lafon
JM Orieux
M Toon
Number of ordinary shares
Percentage shareholding (%)
-
58,412,503
-
-
-
0.00%
47.60%
0.00%
0.00%
0.00%
Substantial shareholders
Besides the Directors, other substantial shareholders (with a greater than 3% shareholding) at the
period-end date were as follows:
Executive
C Hanna
Dowgate Wealth Limited
S Kaye
A Kaye
J Kaye
Number of ordinary shares
Percentage shareholding (%)
22,585,833
11,088,353
5,076,666
4,873,332
4,249,999
18.41%
9.04%
4.14%
3.97%
3.46%
Annual Report & Financial Statements 2023
37
Corporate Governance
Report of the Directors (continued)
Directors’ remuneration
The remuneration of the Directors for the period ended 31 December 2023 was as follows:
Period ended 31 December 2023
Period ended
1 January 2023
N Ayerst
A Kitous
B Lafon
J-M Orieux
M Toon (Resigined 5 March 2024)
C Hanna (Resigned 2 August 2022)
Remuneration
Pension
£
240,300
193,125
65,000
45,600
157,727
-
701,752
£
1,321
1,321
-
-
1,321
-
3,963
Total
£
241,621
194,446
65,000
45,600
159,048
-
705,715
Creditor payment policy
Financial instruments
Total
£
50,210
337,993
27,303
19,197
124,007
997,254
1,555,964
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.
Details of the use of financial instruments and the
principal risks faced by the Group are contained
in note 25 to the financial statements.
Future developments
Details of future developments are contained
in the Strategic Report on page 25.
Auditors
All the current Directors have taken all reasonable
steps necessary to make themselves aware of any
information needed by the Group’s auditors for the
purposes of their audit and to establish that the
auditors are aware of that information. The Directors
are not aware of any relevant audit information
of which the auditors are unaware.
UHY Hacker Young have expressed their willingness
to continue in office and a resolution to re-appoint
them will be proposed at the annual general meeting.
On behalf of the Board
Nick Ayerst – Chief Executive Officer
20th May 2024
38 Annual Report & Financial Statements 2023
Corporate Governance
Statement of Directors’ responsibilities
The Directors are responsible for
preparing the Annual Reports and
the Group and Parent Company financial
statements in accordance with applicable
United Kingdom law and regulations.
Company law requires the Directors
to prepare Group and Parent Company
financial statements for each financial
period. Under that law, and as required
by the AIM rules, the Directors have
elected to prepare Group financial
statements under UK- adopted
International Accounting Standards
(IASs), and the Parent Company financial
statements under United Kingdom
Accounting Standards.
Under Company Law the Directors must not
approve the Group and Parent Company financial
statements unless they are satisfied that they
give a true and fair view of the state of affairs
of the Group and Parent Company and of the
profit or loss of the Group for that period.
In preparing the Group and Parent Company
financial statements the Directors are required to:
present fairly the financial position,
financial performance and cash flows
of the Group and Parent Company;
select suitable accounting policies in
accordance with IAS 8: ‘Accounting Policies,
Changes in Accounting Estimates and
Errors’ and then apply them consistently;
present information, including accounting
policies, in a manner that provides
relevant, reliable, comparable and
understandable information;
make judgments and estimates that
are reasonable;
provide additional disclosures when
compliance with the specific requirements
in UK adopted international accounting
standards is insufficient to enable users
to understand the impact of particular
transactions, other events and conditions
on the Group’s and the Company’s financial position
and financial performance; and
the Group and Parent Company financial statements
have been prepared in
accordance with UK adopted international
accounting standards or United Kingdom
Accounting Standards, subject to any material
departures disclosed and explained in the
financial statements.
The Directors are responsible for keeping
adequate accounting records that are sufficient
to show and explain the Group’s and Parent
Company’s transactions and disclose with
reasonable accuracy at any time the financial
position of the Group and Parent Company
and enable them to ensure that the Group and
Parent Company financial statements comply
with the Companies Act 2006. They are also
responsible for safeguarding the assets of the
Group and Parent Company and hence for taking
reasonable steps for the prevention and detection
of fraud and other irregularities.
Annual Report & Financial Statements 2023
39
Corporate Governance
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 31 December 2023
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 31 December 2023
and of the Group’s loss for the period then ended;
the Group financial statements have been
properly prepared in accordance with
UK-adopted International Accounting Standards
and in accordance with the requirements of the
Companies Act 2006; and
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.
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.
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.
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 forecast period and
challenging 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 have assessed the sensitivity of the
forecasts to a decrease in budgeted profit for
the forecast period and the resulting impact
on the cash position
40 Annual Report & Financial Statements 2023
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
The Group incurred a loss of £1.60m in the 52 weeks
to 31 December 2023 (profit for the 52 week period
to 1 January 2023 of £0.59m). They generated net cash
from operating activities of £2.25m in the 52 weeks
to 31 December 2023 (£4.27m in the 52 weeks to
1 January 2023) and had a cash balance of £7.05m
as at 31 December 2023 (£9.93m as at 1 January 2023).
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.
Based on the work we have performed, we have not
identified any material uncertainties relating to
events or conditions that, individually or collectively,
may cast significant doubt on the Group’s ability to
continue as a going concern for a period of at least
twelve months from when the financial statements
are authorised for issue.
Our responsibilities and the responsibilities of the
Directors with respect to going concern are described
in the relevant sections of this report.
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 Group level, we also tested the
consolidation procedures. The audit team met and
communicated regularly throughout the audit with
the Group finance team 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:
Annual Report & Financial Statements 2023
41
Corporate Governance
Independent Auditors’ Report
Key audit matters
(applicable to the Group)
Revenue recognition
The Group recognises revenue for services and goods
How our audit addressed
the key audit matters
Our audit work included, but was not
restricted to:
provided in the Group’s restaurants (excluding value
Performing transaction testing from the nominal
added tax and gratuities left by customers for the
ledger to the source documents on a sample
benefit of employees) and is recognised at the point
of sales transactions to test the occurrence
of sale. It should be ensured that any gratuities left
and at the same time test the accuracy of the
by customers, which are due to the staff, are not
correct treatment of the service charges and
recognised as revenue.
the Tronc system.
Service charges/tips are distributed between those
Test of sales recorded around the financial
who are eligible via the Tronc system and through
period end to determine if recorded in the correct
wages. Those eligible for service charges include
accounting period to gain assurance on the
all employees who have any contact with a customer
cut off assertion.
or any form of influence over revenue growth.
Therefore, some head office staff also receive a share
of service charges.
Documenting our understanding of the systems
and controls around the recording of revenue
and testing the design effectiveness and
Revenue is a key driver of the business and
implementation of such controls
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.
We carried out detailed substantive analytical
procedures on sales.
We have assessed whether revenue was accounted
for in accordance with that stated accounting
policy on revenue.
The Group’s accounting policy on revenue
recognition is shown in Significant Accounting
Policies for the consolidated financial statements
and related disclosures are included in note 2.
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 £19.8m
at 31 December 2023 (1 January 2023: £20.4m).
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.
42 Annual Report & Financial Statements 2023
The balance is primarily comprised of leasehold
We assessed Management’s process for identifying
buildings and fixtures, fittings and equipment to
restaurants with a potential impairment and the
support the Group’s restaurants. The assets are at risk
impairment review process and performed analysis
of potential impairment due to the Group operating
to challenge their assumptions on impairments
in a competitive industry. The estimated recoverable
and considered the level of impairments made
amount of these balances is subjective due to the
in the period.
inherent uncertainty involved in forecasting and
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
Our audit work included, but was not restricted
to, the following:
Evaluating Management’s assessment
of forecasted cash flows site-by site and
challenging Management on significant
movements in forecasted cash flows on
a restaurant by restaurant basis compared
to external market factors and discounted cash flows
to historic performance.
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.
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.
Testing the accuracy of management’s
2022 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
trends and future expectations and tested
mathematical accuracy.
Challenging the appropriateness
of Management’s assumptions including the
growth and discount rates.
Assessing the sensitivity of the value in use
for each restaurant by sensitising the key
This area has been recognised by the Board as
assumptions in the impairment calculation.
a critical accounting judgement and estimate, refer
to the end of note 1 - Critical accounting judgements
and key sources of estimation uncertainty and note 10
– Property, Plant and Equipment. There is also
a risk that Management may unduly influence the
significant judgements and estimates in respect
of the requirement for an impairment provision.
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.
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 10.
Annual Report & Financial Statements 2023
43
Corporate Governance
Independent Auditors’ Report
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’.
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.
Group
Parent
Overall materiality
We determined materiality for the financial
statements as a whole to be £472,000
(1 January 2023: £465,000).
We have determined Parent Company
materiality to be £231,000 (1 January 2023:
£178,000).
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
Due to the volatility of profits/losses before
tax, total revenues for the period has
been determined to be the most
appropriate benchmark.
As the company is a holding company
materiality was based on gross assets,
in line with the previous year’s calculation.
Performance
materiality
On the basis of our risk assessment, together
with our assessment of the Group’s control
environment, our judgement is that
performance materiality for the financial
statements should be 70% of materiality
and was set at £330,400 (1 January 2023:
£325,000).
Performance materiality for the Parent
Company was set at 70% of financial
statement materiality, for the same
reasons as for the Group, being £161,700
(1 January 2023: 133,000).
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.
44 Annual Report & Financial Statements 2023
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.
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
Adequate accounting records have not been kept
by the Group and Parent Company, or returns
adequate for our audit have not been received
from branches not visited by us; or
The Group and 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.
Reporting threshold
We agreed with the Audit Committee that we would
report to them all misstatements over £23,600
(1 January 2023 £23,000) (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.
Annual Report & Financial Statements 2023
45
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
20th May 2024
Corporate Governance
Independent Auditors’ Report
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.
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. 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
management bias in accounting estimates and
inappropriate journal entries to revenue.
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.
46 Annual Report & Financial Statements 2023
Financial Statements
Consolidated financial statements & notes
Consolidated statement of comprehensive income
For the period ended 31 December 2023
Revenue
Cost of sales
Gross profit
Distribution expenses
Administrative expenses
Other income
Operating (loss)/profit
Finance costs
Finance income
(Loss)/profit before tax
Taxation charge
(Loss)/profit for the period
Other comprehensive income
Total comprehensive (loss)/income for the period
Basic (loss)/earnings per share (pence)
Diluted (loss)/earnings per share (pence)
Notes
Period ended
31 December 2023
Period ended
1 January 2023
2
2
3
6
7
8
8
£
31,480,609
(6,760,622)
24,719,987
(12,624,578)
£
31,046,546
(6,605,074)
24,441,472
(11,431,633)
(12,866,121)
(11,357,436)
50,614
(720,098)
(1,019,154)
94,147
(1,645,105)
45,674
(1,599,431)
-
(1,599,431)
(1.30)
(1.30)
292,744
1,945,147
(1,042,697)
–
902,450
(314,146)
588,304
-
588,304
0.48
0.48
All of the above results are derived from continuing operations. (Loss)/Profit for the period and total comprehensive
(loss)/income for the period is entirely attributable to the equity shareholders of the Group.
Annual Report & Financial Statements 2023
47
Financial Statements
Consolidated financial statements & notes
Consolidated balance sheet
At 31 December 2023
Notes
31 December
2023
£
Assets
Non-current assets
Intangible assets
Property, plant and equipment
Right-of-use assets
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total assets
Liabilities
Current liabilities
Borrowings
Trade and other payables
Lease liabilities
Non-current liabilities
Borrowings
Provisions for liabilities
Lease liabilities
Deferred tax liabilities
Total liabilities
Net assets
Equity
Share capital
Share premium
Other reserves
Retained losses
Total equity
9
10
10
12
13
15
14
26
15
16
26
17
18
19
7,284
6,771,722
13,008,673
19,787,679
521,488
1,344,710
7,048,757
8,914,955
28,702,634
(600,000)
(5,964,996)
(2,159,265)
(8,724,261)
(1,000,000)
(389,147)
(15,178,055)
(226,292)
(16,793,494)
(25,517,755)
3,184,879
1,226,667
10,050,313
175,640
(8,267,741)
3,184,879
1 January
2023
£
29,134
6,708,383
13,704,427
20,441,944
474,655
1,220,053
9,930,323
11,625,031
32,066,975
(600,000)
(6,399,675)
(2,351,410)
(9,351,085)
(1,600,000)
(362,088)
(15,728,066)
(271,967)
(17,962,121)
(27,313,206)
4,753,769
1,226,667
10,050,313
145,099
(6,668,310)
4,753,769
The financial statements of Comptoir Group PLC (company registration number 07741283) were approved by
the Board of Directors and authorised for issue on 20 May 2024 and were signed on its behalf by:
Nick Ayerst – Chief Executive Officer
48 Annual Report & Financial Statements 2023
Consolidated statement of changes in equity
For the period ended 31 December 2023
Notes
Share
capital
Share
premium
Other
reserves
Retained
losses
Total
equity
£
£
£
£
£
At 3 January 2022
1,226,667
10,050,313
129,722
(7,256,614)
4,150,088
Total comprehensive income
Profit for the period
Transactions with owners
Share-based payments
21
-
-
-
-
-
588,304
588,304
15,377
-
15,377
At 1 January 2023
1,226,667
10,050,313
145,099
(6,668,310)
4,753,769
At 2 January 2023
1,226,667
10,050,313
145,099
(6,668,310)
4,753,769
Total comprehensive income
Loss for the period
Transactions with owners
Share-based payments
21
-
-
-
-
-
(1,599,431)
(1,599,431)
30,541
-
30,541
At 31 Decemebr 2023
1,226,667
10,050,313
175,640
(8,267,741)
3,184,879
Annual Report & Financial Statements 2023
49
Financial Statements
Consolidated financial statements & notes
Consolidated statement of cash flows
For the period ended 31 December 2023
Operating activities
Cash inflow from operations
Interest paid
Interest received
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 repayments
Notes
Period ended
31 December 2023
Period ended
1 January 2023
£
£
22
10
26
23
2,287,882
(136,551)
94,146
2,245,477
(1,279,900)
(1,279,900)
4,368,949
(94,078)
-
4,274,871
(581,250)
(581,250)
(3,247,143)
(600,000)
(3,031,097)
(600,000)
Net cash used in financing activities
(3,847,143)
(3,631,097)
(Decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
(2,881,566)
9,930,323
7,048,757
62,524
9,867,799
9,930,323
50 Annual Report & Financial Statements 2023
Principal accounting policies for the consolidated financial statements
For the period ended 31 December 2023
Reporting entity
Use of non-GAAP profit and loss measures
Comptoir Group Plc (the “Company”) is a company
incorporated and registered in England and Wales,
with a company registration number of 07741283.
The address of the Company’s registered office
is 6th Floor, Winchester House, 259-269 Old Marylebone
Road, London, NW1 5RA. The consolidated financial
statements comprise of the Company and its
subsidiaries (together referred to as the “Group”).
Statement of compliance
The consolidated financial statements have
been prepared in accordance with UK-adopted
International Financial Reporting Standards and
its interpretations adopted by the International
Accounting Standards Board (IASB). The parent
company financial statements have been prepared
using United Kingdom Accounting Standards
including FRS 102 ‘The financial reporting standard
applicable in the UK and Republic of Ireland’ and
are set out on pages 83 to 90.
Basis of preparation
These consolidated financial statements for the
period ended 31 December 2023 are prepared
in accordance with UK-adopted International
Accounting Standards.
The accounting period for the Group runs to
the closest Sunday to 31 December each year.
The consolidated financial statements for the
current period has been prepared to 31 December 2023
and the comparative period to 1 January 2023.
The financial statements are presented in
Pound Sterling (£), which is both the functional
and presentational currency of the Group and
Company. All amounts are rounded to the nearest
pound, except where otherwise indicated.
The Group and Parent Company financial statements
have been prepared on the historical cost convention
as modified for certain financial instruments, which
are stated at fair value. Non-current assets are stated
at the lower of carrying amount and fair value less
costs to sell.
The Group believes that along with operating profit,
the ‘Adjusted EBITDA’ provides additional guidance
to the statutory measures of the performance of the
business during the financial year. Adjusted profit
from operations is calculated by adding back
depreciation, amortisation, impairment of assets,
finance costs, preopening costs and certain
non-recurring or non-cash items. Adjusted EBITDA
is an internal measure used by management
as they believe it better reflects the underlying
performance of the Group beyond generally
accepted accounting principles.
Going concern basis
In assessing the going concern position of the Group
for the consolidated financial statements for the year
ended the 31 December 2023, the Directors have
considered the Group’s cash flow, liquidity and business
activities. Following the Covid-19 pandemic, the
economic environment and its impact on guest
confidence to spend has been considered as part of the
Group’s adoption of the going concern basis. Although
trading was impacted over this period, the Group’s
underlying trading remained positive, and we’ve
continued with selective investment to continually
be able to embrace market growth.
The Group maintains good cash reserves: £7.0m as
at the start of the current accounting period, which
sets us apart from many other operators in our sector.
The Directors have considered the current business
model, strategies and principal risks and uncertainties.
Based on the Group’s cash flow forecasts and projections,
the Board is satisfied that the Group will be able to operate
for the foreseeable future. In making this assessment,
the Directors have made a specific analysis of the impact
of current macro-economic uncertainties and global
disruption in the middle East as well as the Ukraine.
The Group’s current cash reserves remains at £7.0m,
and the Board believes that the business has the ability
to remain trading for a period of at least 12 months from
the date of signing of these financial statements. These
financial statements have therefore been prepared on
the going concern basis.
Annual Report & Financial Statements 2023
51
Financial Statements
Consolidated financial statements & notes
Changes in accounting standards,
amendments and interpretations
At the date of authorisation of the consolidated
financial statements, the following amendments
to Standards and Interpretations issued by the
IASB that are effective for an annual period that
begins on or after 1 January 2023. These have not
had any material impact on the amounts reported
for the current and prior periods.
Standard or Interpretation
IFRS 17 – Insurance Contracts
IAS 8 – Definition of Accounting Estimates
IAS 1 – Disclosure of Accounting Policies
Effective Date
1 January 2023
1 January 2023
1 January 2023
IAS 12 – Deferred Tax Arising from a Single Transaction 1 January 2023
IAS 12 – International Tax Reform – Pillar Two Model Rules
23 May 2023
New and revised Standards and Interpretations
in issue but not yet effective
At the date of authorisation of these financial statements,
the Group has not early adopted any of the following
amendments to Standards and Interpretations that have
been issued but are not yet effective:
Standard or Interpretation
Effective Date
IFRS 16 – Lease Liability in a Sale and Leaseback
1 January 2024
IAS 1 – Non-current Liabilities with Covenants
1 January 2024
IAS 1 – Classification of Liabilities as Current
or Non-current
IAS 7 – Supplier Finance Arrangements
IAS 21 – Lack of Exchangeability
IFRS 18 – Presentation and Disclosure
in Financial Statements
1 January 2024
1 January 2024
1 January 2025
1 January 2027
As yet, none of these have been endorsed for use
in the UK and will not be adopted until such time
as endorsement is confirmed. The Directors do not
expect any material impact as a result of adopting
standards and amendments listed above in the
financial year they become effective.
Significant accounting policies
The accounting policies set out below have been
applied consistently to all periods presented in
the historical consolidated financial statements,
unless otherwise indicated.
(a) Basis of consolidation
These financial statements consolidate the financial
statements of the Company and all of its subsidiary
undertakings drawn up to 31 December 2023.
Subsidiaries are entities controlled by the Company.
Control exists when the Company has the power,
directly or indirectly, to govern the financial and
operating policies of an entity so as to obtain benefits
from its activities. In assessing control, potential
voting rights that presently are exercisable
or convertible are taken into account, regardless
of management’s intention to exercise that option
or warrant. The financial statements of subsidiaries
are included in the consolidated financial statements
from the date that control commences until the date
the control ceases.
The cost of an acquisition is measured as the fair value
of the assets given, equity instruments issued and
liabilities incurred or assumed at the date of exchange,
plus costs directly attributable to the acquisition.
Identifiable assets acquired and liabilities and
contingent liabilities assumed are measured initially
at their fair values at the acquisition date, irrespective
of the extent of any minority interest. The excess of the
cost of acquisition over the fair value of the identifiable
net assets acquired is recorded as goodwill.
All intra-group balances, transactions, income
and expenses and profits and losses resulting
from intra-group transactions are eliminated
fully on consolidation. The gain or loss on disposal
of a subsidiary company is the difference between
net disposals proceeds and the Group’s share
of its net assets together with any goodwill and
exchange differences.
(b) Foreign currency translation
Functional and presentational currency
Items included in the financial results of each of
the Group entities are measured using the currency
of the primary economic environment in which
the entities operate (the functional currency).
The consolidated financial statements are presented
in Pounds Sterling (“£”) which is the Company’s
functional and operational currency.
52 Annual Report & Financial Statements 2023
Transactions and balances
Foreign currency transactions are translated
into the functional currency using the exchange
rates prevailing at the dates of the transactions.
Foreign exchange gains and losses resulting from
the settlement of such transactions and from the
translation at year end exchange rates of monetary
assets and financial liabilities denominated
in foreign currencies are recognised in the
statement of comprehensive income.
(c) Financial instruments
Financial assets and financial liabilities are
measured initially at fair value plus transactions
costs. Financial assets and financial liabilities are
measured subsequently as described below.
Financial assets
The Group classifies its financial assets as ‘loans
and receivables’. The Group assesses at each balance
sheet date whether there is objective evidence
that a financial asset or a group of financial assets
is impaired.
Loans and receivables are non-derivative financial
assets with fixed and determinable payments that
are not quoted in an active market. They are included
in current assets, except for maturities greater than
12 months after the statement of financial position
date, which are classified as non-current assets.
Receivables are classified as ‘trade and other
receivables’ and loans are classified as ‘borrowings’
in the statement of financial position.
Trade and other receivables are recognised initially
at fair value and subsequently measured at amortised
cost using the effective interest method. The carrying
value of trade and other receivables recorded at
amortised cost are reduced by allowances for
lifetime estimated credit losses. Estimated future
credit losses are first recorded on the initial recognition
of a receivable and are based on the ageing of the
receivable balance, historical experience and forward
looking considerations. Balances that are deemed not
collectable will be recognised as a loss in the income
statement. When a trade receivable is uncollectable,
it is written off against the allowance account for
trade receivables. Subsequent recoveries of amounts
previously written off are credited to the statement
of comprehensive income.
Financial assets are derecognised when the contractual
rights to the cash flows from the financial asset expire,
or when the financial asset and all substantial risks and
rewards are transferred.
Financial liabilities
The Group’s financial liabilities include trade
and other payables. Trade payables are recognised
initially at fair value less transaction costs and
subsequently measured at amortised cost using
the effective interest method (“EIR” method).
Amortised cost is calculated by taking into account
any discount or premium on acquisition and fees
or costs that are an integral part of the EIR. The EIR
amortisation is included in finance costs in the
statement of comprehensive Income.
A financial liability is derecognised when it is
extinguished, discharged, cancelled or expires.
(d) Property, plant and equipment
Items of property, plant and equipment are
stated at cost less accumulated depreciation
and impairment losses.
Depreciation
Depreciation is charged to the income statement
on a reducing balance basis and on a straight-line
basis over the estimated useful lives of corresponding
items of property, plant and equipment:
Land & buildings leasehold
Over the length of the lease
Plant & machinery
15% on reducing balance
Fixture, fittings & equipment
10% on reducing balance
The carrying values of plant and equipment are
reviewed at each reporting date to determine whether
there are any indications of impairment. If any
such indication exists, the assets are tested for
impairment to estimate the assets’ recoverable
amounts. Any impairment losses are recognised
in the Statement of Comprehensive Income.
The assets’ residual values and useful lives are
reviewed, and adjusted if appropriate, at each
statement of financial position date. Gains and
losses on disposals are determined by comparing
the proceeds with the carrying amount and
are recognised within the Statement of
Comprehensive Income.
Annual Report & Financial Statements 2023
53
Financial Statements
Consolidated financial statements & notes
(e) Intangible assets – Goodwill
(h) Share-based payments
All business combinations are accounted for
by applying the acquisition method. Goodwill
represents amounts arising on acquisition
of subsidiaries, associates and joint ventures.
Goodwill represents the difference between
the cost of the acquisition and the fair value
of the net identifiable assets acquired.
Goodwill is stated at cost less any accumulated
impairment losses. Goodwill is allocated to cash
generating units and is formally tested for
impairment annually, thus is not amortised.
Any excess of fair value of net assets over
consideration on acquisition are recognised
directly in the income statement.
(f) Inventories
Inventories are stated at the lower of costs
and net realisable value. Cost comprises direct
materials, and those direct overheads that have
been incurred in bringing the inventories to
their present location and condition.
Net realisable value is the estimated selling price
less all estimated costs of completion and costs to
be incurred in marketing, selling and distribution.
(g) Cash and cash equivalents
Cash and cash equivalents comprise cash in
hand, cash at bank, deposits held at call with
banks and other short-term highly liquid
investments with original maturities of three
months or less. Bank overdrafts that are repayable
on demand are included within borrowings in
current liabilities on the balance sheet.
For the purpose of the statement of cash flows,
cash and cash equivalents consist of cash and
cash equivalents as defined above, net of
outstanding bank overdrafts.
The Group’s share option programme allows
Group employees to acquire shares of the
Company and all options are equity-settled.
The fair value of options granted is recognised
as an employee expense with a corresponding
increase in equity. The fair value is measured
at grant date and spread over the period during
which the employees become unconditionally
entitled to the options. The fair value of the options
granted is measured using the Black-Scholes model,
taking into account the terms and conditions upon
which the options were granted. The amount
recognised as an expense is adjusted to reflect
the actual number of share options that vest.
(i) Provisions for liabilities
A provision is recognised in the balance sheet
when the Group has a present legal or constructive
obligation as a result of a past event, and it is
probable that an outflow of economic benefits
will be required to settle the obligation.
The amount recognised as a provision is the best
estimate of the consideration required to settle the
present obligation at the end of the reporting period,
taking into account the risks and uncertainties
surrounding the obligation. Where the effect of
the time value of money is material, the amount
expected to be required to settle the obligation
is recognised at present value using a pre-tax
discount rate. The unwinding of the discount
is recognised as a finance cost in the income
statement in the period it arises.
(j) Deferred tax and current tax
Current income tax assets and liabilities for
the current period are measured at the amount
expected to be recovered or paid to the taxation
authorities. A provision is made for corporation
tax for the reporting period using the tax rates
that have been substantially enacted for the
company at the reporting date.
Current income tax relating to items recognised
directly in equity is recognised in equity and not
in the Statement of Comprehensive Income.
54 Annual Report & Financial Statements 2023
Deferred income tax is provided in full on
a non-discounted basis, using the liability method,
on temporary differences arising between the
tax bases of assets and liabilities and their carrying
amounts in the consolidated financial statements.
Deferred income tax is determined using tax rates
(and laws) that have been enacted or substantially
enacted by the statement of financial position date
and are expected to apply when the related deferred
income tax asset is realised or the deferred income
tax liability is settled.
Deferred income tax assets are recognised to the
extent that it is probable that future taxable profit
will be available against which the temporary
differences can be utilised.
(k) Leases
Right-of-use assets
Right-of-use assets are recognised at the
commencement date of the lease (i.e., the date
the underlying asset is available for use). Initially,
right-of-use assets are measured at cost, less any
accumulated depreciation and impairment losses
and adjusted for any remeasurement of lease liabilities.
The cost of right-of-use assets includes the amount
of lease liabilities recognised, initial direct costs
incurred, and lease payments made at or before the
commencement date less any lease incentives received.
Subsequently, right-of-use assets are depreciated
on a straight-line basis over the shorter of its
estimated useful life and the lease term.
Lease liabilities
At the commencement date of the lease, the lease
liabilities recognised are measured at the present
value of lease payments to be made over the lease term.
The lease payments include fixed payments less any
lease incentives receivable, variable lease payments
that depend on an index or a rate, and amounts expected
to be paid under residual value guarantees. The lease
payments also include the exercise price of a purchase
option reasonably certain to be exercised by the Group
and payments of penalties for terminating a lease, if the
lease term reflects the Group exercising the option
to terminate. The variable lease payments that do not
depend on an index or a rate are recognised as an
expense in the period on which the event or condition
that triggers the payment occurs.
In calculating the present value of lease payments,
the Group used the incremental borrowing rate at the
lease commencement.
After the commencement date, the amount of lease
liabilities is increased to account for interest and reduced
for the lease payments made. In addition, the carrying
amount of lease liabilities is remeasured if there is
a modification, a change in the lease term, a change
in the in-substance fixed lease payments or a change
in the assessment to purchase the underlying asset.
The Group elected to apply the practical expedient
in relation to amendments to IFRS 16: Covid-19 Related
Rent Concessions. This allows a lessee to account for
any changes to their lease payments due to the effects
of Covid-19 in the Statement of Comprehensive Income
rather than be treated as a lease modification.
The practical expedient was applied consistently to
all lease contracts with similar characteristics and
in similar circumstances. A resulting credit will be
recognised as income in the profit and loss for the
reporting period reflecting the changes in lease payments
arising from the application of this practical expedient.
(l) Employee benefits
Short term employee benefits
Wages, salaries, paid annual leave, paid sick
leave and bonuses are recognised as an expense
in the period in which the associated services are
rendered by employees.
The Group recognises an accrual for annual holiday pay
accrued by employees as a result of services rendered
in the current period, and which employees are entitled
to carry forward and use within 12 months. The accrual
is measured at the salary cost payable for the period
of absence.
Pensions and other post-employment benefits
The Group pays monthly contributions to defined
contribution pension plans. The legal or constructive
obligation of the Group is limited to the amount that they
agree to contribute to the plan. The contributions to the
plan are charged to the Statement of Comprehensive
Income in the period to which they relate.
Termination benefits are recognised immediately as an
expense when the Group is demonstrably committed to
terminate the employment of an employee or to provide
termination benefits.
Annual Report & Financial Statements 2023
55
Financial Statements
Consolidated financial statements & notes
(m) Revenue
(p) Dividend policy
Revenue represents amounts received and
receivable for services and goods provided
(excluding value added tax and discounts)
and is recognised at the point of sale.
Revenue is recognised to the extent that it
is probable that the economic benefits will
flow to the Group and the revenue can be
reliably measured.
Franchise fees from the Group’s role as
franchisor in the UK and Middle East.
Revenue comprises ongoing royalties based
on the sales results of the franchisee and
up-front initial site fees.
(n) Expenses
Variable lease payments
Variable lease payments that do not depend
on an index or rate and are not in-substance
fixed payments, such as rental expenses payable
based on the percentage of sales made in the period,
are not included in the initial measurement of
the lease liability. These payments are recognised
in the income statement in the period in which
the event or condition that triggers those
payments occurs.
Opening expenses
Property rentals and related costs incurred up
to the date of opening of a new restaurant are
written off to the income statement in the period
in which they are incurred. Promotional and
training costs are written off to the income
statement in the period in which they are incurred.
Financial expenses
Financial expenses comprise of interest payable
on bank loans, hire purchase liabilities and other
financial costs and charges. Interest payable
is recognised on an accrual basis.
(o) Ordinary share capital
Ordinary shares are classified as equity.
Costs directly attributable to the increase
of new shares or options are shown in equity
as a deduction from the proceeds.
In accordance with IAS 10 ‘Events after the
Balance Sheet Date’, dividends declared after
the balance sheet date are not recognised as
a liability at that balance sheet date and are
recognised in the financial statements when
they have received approval by shareholders.
Unpaid dividends that are not approved are
disclosed in the notes to the consolidated
financial statements.
(q) Commercial discount policy
Commercial discounts represent a reduction
in cost of goods and services in accordance with
negotiated supplier contracts, the majority of
which are based on purchase volumes. Commercial
discounts are recognised in the period in which
they are earned and to the extent that any variable
targets have been achieved in that financial period.
Costs associated with commercial discounts are
recognised in the period in which they are incurred.
(r) Operating segments
An operating segment is a component of an entity
that engages in business activities from which it
may earn revenues and incur expenses (including
revenue and expenses related to transactions with
other components of the same entity), whose operating
results are regularly reviewed by the entity’s Chief
Operating Decision Maker to make decisions about
resources to be allocated to the segment and assess
its performance, and for which discrete financial
information is available. The Chief Operating Decision
Maker has been identified as the Board of Executive
Directors, at which level strategic decisions are made.
(s) Government grants
Government grants are recognised at the fair value
of the asset received or receivable when there
is reasonable assurance that the grant conditions
will be met and the grants will be received.
A grant that specifies performance conditions
is recognised in income when the performance
conditions are met. Where a grant does not specify
performance conditions it is recognised in income
when the proceeds are received or receivable.
56 Annual Report & Financial Statements 2023
Critical accounting judgements and key
sources of estimation uncertainty
The preparation of financial statements in
conformity with UK-adopted IFRS requires management
to make judgments, estimates and assumptions that
affect the application of policies and reported amounts
of assets and liabilities, income and expenses.
The estimates and associated assumptions are based
on historical experience and various other factors that
are believed to be reasonable under the circumstances,
the results of which form the basis of making the
judgements about carrying values of assets and liabilities
that are not readily apparent from other sources.
The resulting accounting estimates may differ from
the related actual results.
The estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate
is revised if the revision affects only that period,
or in the period of the revision and future periods
if the revision affects both current and future periods.
In the process of applying the Group’s accounting
policies, management has made a number of judgments
and estimations of which the following are the most
significant. The estimates and assumptions that have
a risk of causing material adjustment to the carrying
amounts of assets and liabilities within the future
financial years are as follows:
Depreciation, useful lives and residual values of property,
plant & equipment
The Directors estimate the useful lives and residual
values of property, plant & equipment in order to
calculate the depreciation charges. Changes in these
estimates could result in changes being required to
the annual depreciation charges in the statement
of comprehensive incomes and the carrying values
of the property, plant & equipment in the balance sheet.
Impairment of assets
The Group assesses at each reporting date whether there
is an indication that an asset may be impaired. If any such
indication exists, or when annual impairment testing for
an asset is required, the Group makes an estimate of the
asset’s recoverable amount. An asset’s recoverable amount
is the higher of an asset’s or cash-generating unit’s
fair value less costs to sell and its value in use and
is determined for an individual asset, unless the asset
does not generate cash inflows that are largely independent
of those from other assets or groups of assets.
Where the carrying amount of an asset exceeds its
recoverable amount, the asset is considered impaired
and is written down to its recoverable amount.
In assessing value in use, the estimated future cash
flows are discounted to their present value of money
and the risks specific to the asset. Impairment losses
of continuing operations are recognised in the profit
or loss in those expense categories consistent with the
function of the impaired asset.
Leases
At the commencement date of property leases the
lease liability is calculated by discounting the lease
payments. The discount rate used should be the interest
rate implicit in the lease. However, if that rate cannot
be readily determined, which is generally the case for
property leases, the lessee’s incremental borrowing rate
is used, being the rate that the individual lessee would
have to pay to borrow the funds necessary to obtain
an asset of similar value to the right-of-use asset in
a similar economic environment with similar terms,
security and conditions.
The discount rate originally applied to the Group’s leases
under the portfolio approach was 2.6%. Where there
have been modifications to leases since the first
application of IFRS 16 the discount rate has been
updated in line with the incremental cost of borrowing
and ranges between 4% to 7.75%.
Deferred tax assets
Historically, deferred tax assets had been recognised
in respect of the total unutilised tax losses within the
Group. A condition of recognising this amount depended
on the extent that it was probable that future taxable
profits will be available.
Share based payments
The charge for share-based payments is calculated
according to the methodology described in note 21.
The Black-Scholes model requires subjective assumptions
to be made including the volatility of the Company’s share
price, fair value of the shares and the risk free interest rates.
Dilapidations
Provisions for leasehold property dilapidation repairs
are recognised when the Group has a present obligation
to carry out dilapidation work on the leasehold premises
before the property is vacated. The amount recognised
as a provision is the best estimate of the costs required
to carry out the dilapidations work and is spread over
the expected period of the tenancy.
Annual Report & Financial Statements 2023
57
Financial Statements
Consolidated financial statements & notes
Notes to the consolidated financial statements
For the period ended 31 December 2023
1. Segmental analysis
The Group has only one operating segment being: the operation of restaurants with Lebanese and Middle Eastern
Offerings and one geographical segment being the United Kingdom. The Group’s brands meet the aggregation
criteria set out in paragraph 22 of IFRS 8 ‘Operating Segments’ and as such the Group reports the business
as one reportable segment.
None of the Group’s customers individually contribute over 10% of the total revenues.
2. Revenue
Income for the year consists of the following:
Revenue from continuing operations
31,480,609
31,046,546
Other income not included within revenue in the income statement:
31 December
2023
£
1 January
2023
£
Local council support grants
Covid-19 related rent concessions
Other miscellaneous income
-
-
50,614
50,614
120,888
171,856
-
292,744
Total income for the period
31,531,223
31,339,290
58 Annual Report & Financial Statements 2023
3. Group operating profit
This is stated after charging/(crediting):
Variable lease charges* (see note 26)
Rent concessions (see note 26)
Lease modifications (see note 26)
Share-based payments expense (see note 21)
31 December
2023
£
624,812
(21,062)
132,786
30,541
1 January
2023
£
444,327
(171,856)
-
15,377
Depreciation of property, plant and equipment (see note 10)
3,328,567
3,252,841
Impairment of assets (see note 9 & 10)
Loss on disposal of fixed assets
Auditors’ remuneration (see note 4)
Exceptional legal and professional fees**
107,316
8,940
110,000
101,145
78,266
8,188
75,000
1,002,054
*Variable lease charges relate to additional rental expenses payable based on selected sites achieving a certain
level of turnover for the year.
**Exceptional legal and professional fees related to payments and associated fees in respect of C Hanna’s
resignation as Chief Executive Officer of the Group during the period.
For the initial trading period following opening of a new restaurant, the performance of that restaurant will
be lower than that achieved by other, similar mature restaurants. The difference in this performance, which
is calculated by reference to gross profit margins amongst other key metrics is quantified and included within
opening costs. The breakdown of opening costs, between pre-opening costs and certain post-opening costs
for 3 months is shown below:
Pre-opening costs
31 December
2023
1 January
2023
£
165,535
165,535
£
-
-
Annual Report & Financial Statements 2023
59
Financial Statements
Consolidated financial statements & notes
4. Auditors’ remuneration
Auditors’ remuneration:
Fees payable to Company’s auditor for the audit of its annual accounts
31,000
20,500
31 December
2023
£
1 January
2023
£
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
74,000
105,000
-
-
49,500
70,000
5,000
5,000
Total auditors’ remuneration
105,000
75,000
60 Annual Report & Financial Statements 2023
5. Staff costs and numbers
(a) Staff costs (including Directors):
Wages and salaries:
31 December
2023
£
1 January
2023
£
Kitchen, floor and management wages
10,356,808
10,140,060
Apprentice Levy
44,931
39,202
Other costs:
Social security costs
Share-based payments (note 21)
Pension costs
Total staff costs
873,346
30,541
160,778
844,542
15,377
159,281
11,466,404
11,198,462
(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*
*Includes redundancy pay.
475
134
609
701,752
3,963
110,600
461
136
597
1,528,598
27,366
46,500
816,315
1,555,964
Directors’ remuneration disclosed above include the following amounts
to the highest paid director still in office at the end of the period:
Emoluments
Money purchase (and other) pension contributions
240,300
1,321
336,672
1,321
Further details on Directors’ emoluments and the executive pension schemes are given in the Directors’ report.
Annual Report & Financial Statements 2023
61
Financial Statements
Consolidated financial statements & notes
6. Net Finance Cost
Finance costs:
Interest on bank loans and overdraft
Interest on lease liabilities
Finance costs:
Bank interest received
31 December
2023
£
136,551
882,603
1 January
2023
£
94,078
948,619
1,019,154
1,042,697
94,147
94,147
-
-
Net Finance Cost
(925,007)
(1,042,697)
7. Taxation
(a) Analysis of charge in the period:
Current tax:
UK corporation tax on the (loss)/profit for the period
Adjustments in respect of previous periods
Deferred tax:
Origination and reversal of temporary differences
Tax losses carried forward
Share based payments
Total tax (credit)/charge for the period
31 December
2023
1 January
2023
£
-
-
356,527
(398,069)
(4,132)
(45,674)
£
-
(64,480)
7,235
371,391
-
314,146
62 Annual Report & Financial Statements 2023
7. Taxation (continued)
(b) Factors affecting the tax charge for the period:
The tax charged for the period varies from the standard rate of corporation tax in the UK due to the
following factors:
(Loss)/Profit before tax
31 December
2023
£
(1,645,105)
1 January
2023
£
902,450
Expected tax credit based on the standard rate of corporation
tax in the UK of 23.5% (2022: 19%)
(386,600)
171,466
Effects of:
Depreciation on non-qualifying assets
Expenses not deductible for tax purposes
Adjustments in respect of previous tax periods
Tax losses utilised/(carried forward)
Losses previously not recognised
Effect of change in corporation tax rate
Movements in respect of deferred tax
Total tax charge/(credit) for the period
(45,499)
52,656
-
-
305,413
74,030
(45,674)
(45,674)
7,638
(19,573)
(64,480)
(159,531)
-
-
378,626
314,146
The Group has carried forward tax losses of £2,546,922 as at 31 December 2023 (1 January 2023: £954,324).
In March 2021 a change to the future corporation tax rate was substantively enacted to increase from 19% to 25%
from 1 April 2023. Accordingly, the rate used to calculate the deferred tax balances at 31 December 2023 is 25%
(1 January 2023: 25%) as the timing of the release of this asset is materially expected to be after this date.
Annual Report & Financial Statements 2023
63
Financial Statements
Consolidated financial statements & notes
8. (Loss)/Earnings per share
The basic and diluted earnings per share figures are set out below:
(Loss)/profit attributable to shareholders
Weighted average number of shares
For basic earnings per share
Adjustment for options outstanding
For diluted earnings per share
(Loss)/earnings per share:
Basic (pence)
From (loss)/profit for the period
Diluted (pence)
From (loss)/profit for the period
31 December
2023
£
(1,599,431)
1 January
2023
£
588,304
122,666,667
122,666,667
267,293
-
122,933,960
122,666,667
Pence per share
Pence per share
(1.30)
(1.30)
0.48
0.48
Further details of the share options that could potentially dilute basic earnings per share in the future are provided
in note 21.
Diluted earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders by
the weighted average number of shares and ‘in the money’ share options in issue. Share options are classified as
‘in the money’ if their exercise price is lower than the average share price for the period.
As required by IAS 33 ‘Earnings Per Share’, this calculation assumes that the proceeds receivable from the exercise
of ‘in the money’ options would be used to purchase share in the open market in order to reduce the number of new
shares that would need to be issued. As the shares were not ‘in the money’ as at 1 January 2023 and consequently
would be antidilutive, no adjustment was made in respect of the share options outstanding to determine the diluted
number of options at this date.
64 Annual Report & Financial Statements 2023
9. Intangible assets
Group
Cost
At 3 January 2022
At 1 January 2023
Accumulated amortisation and impairment
At 3 January 2022
Impairments
At 1 January 2023
Net Book Value as at 3 Janaury 2022
Net Book Value as at 1 January 2023
Cost
At 2 January 2023
At 31 December 2023
Accumulated amortisation and impairment
At 2 January 2023
Impairments
At 31 December 2023
Net Book Value as at 1 Janaury 2023
Net Book Value as at 31 December 2023
Goodwill
£
89,961
89,961
(34,694)
(26,133)
(60,827)
55,267
29,134
Goodwill
£
89,961
89,961
(60,827)
(21,850)
(82,677)
29,134
7,284
Total
£
89,961
89,961
(34,694)
(26,133)
(60,827)
55,267
29,134
Total
£
89,961
89,961
(60,827)
(21,850)
(82,677)
29,134
7,284
Goodwill arising on business combinations is not amortised but is subject to an impairment test annually which
compares the goodwill’s ‘value in use’ to its carrying value. During the period, an impairment of £21,850
(1 January 2023: £26,133) was considered necessary in respect of goodwill.
Annual Report & Financial Statements 2023
65
Financial Statements
Consolidated financial statements & notes
10. Property, plant and equipment
Group
Cost
Right-of
use assets
Leasehold
land &
buildings
Plant &
machinery
Fixture,
fittings, &
equipment
Motor
vehicles
£
£
£
£
£
Total
£
At 3 January 2022
28,644,937
10,419,010
4,702,567
2,843,966
38,310
46,648,790
Additions
Disposals
Modifications
At 1 January 2023
-
-
15,741
417,524
147,985
(63,577)
(26,785)
(48,527)
-
-
(704)
-
-
-
-
581,250
(91,066)
(48,527)
28,596,410
10,371,174
5,093,306
2,991,247
38,310
47,090,447
Accumulated depreciation and impairment
At 3 January 2022
(12,684,557)
(6,208,028)
(3,008,896)
(1,548,952)
(5,108)
(23,455,541)
Depreciation during the period
(2,166,098)
(619,284)
(298,010)
(163,320)
(6,129)
(3,252,841)
Disposals during the period
Impairment during the period
Transfers
At 1 January 2023
Cost
-
(41,328)
64,380
(1,602)
-
(55,802)
21,420
(7,220)
55,802
(2,922)
(1,983)
-
-
-
-
82,878
(52,133)
-
(14,891,983)
(6,820,336)
(3,236,904)
(1,717,177)
(11,237)
(26,677,637)
At 2 January 2023
28,596,410
10,371,174
5,093,306
2,991,247
38,310
47,090,447
Additions
Disposals
Modifications
1,695,964
64,053
455,017
760,830
-
(83,231)
(185,306)
-
-
-
-
-
-
-
-
2,975,864
(83,231)
(185,306)
At 31 December 2023
30,107,068
10,351,996
5,548,323
3,752,077
38,310
49,797,774
Accumulated depreciation and impairment
At 2 January 2023
(14,891,983)
(6,820,336)
(3,236,904)
(1,717,177)
(11,237)
(26,677,637)
Depreciation during the period
(2,204,357)
(612,153)
(323,712)
(182,931)
(5,414)
(3,328,567)
Disposals during the period
-
74,291
-
-
Impairment during the period
(2,055)
(115)
(43,440)
(39,856)
-
-
74,291
(85,466)
At 31 December 2023
(17,098,395)
(7,358,313)
(3,604,056)
(1,939,964)
(16,651)
(30,017,379)
Net Book Value as at 1 January 2023
13,704,427
3,550,838
1,856,402
1,274,070
27,073
20,412,810
Net Book Value as at 31 December 2023
13,008,673
2,993,683
1,944,267
1,812,113
21,659
19,780,395
66 Annual Report & Financial Statements 2023
10. 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.
At each reporting date the Group considers any indication of impairment to the carrying value of its property,
plant and equipment. The assessment is based on expected future cash flows and Value-in-Use calculations are
performed annually and at each reporting date and is carried out on each restaurant as these are separate
‘cash generating units’ (CGU). Value-in-use was calculated as the net present value of the projected risk-adjusted
post-tax cash flows plus a terminal value of the CGU. A pre-tax discount rate was applied to calculate the net present
value of pre-tax cash flows. The discount rate was calculated using a market participant weighted average cost of capital.
A single rate has been used for all restaurants as management believe the risks to be the same for all restaurants.
The recoverable amount of each CGU has been calculated with reference to its value-in-use. The key assumptions
of this calculation are shown below:
Sales growth
Discount rate
3%
5.3%
Number of years projected
over life of lease
The projected sales growth was based on the Group’s latest forecasts at the time of review. The key assumptions
in the cashflow pertain to revenue growth. Management have determined that growth based on industry average
growth rates and actuals achieved historically are the best indication of growth going forward. The Directors
are confident that the Group have taken action to mitigate the effects of consumer confidence and its impact on
spending habits, as well as all the general cost inflation pressures within the forecast modelling. Management has
also performed sensitivity analysis on sales inputs to the model and noted no material sensitivities in the model.
Based on the review, an impairment charge of £85,466 (1 January 2023: £52,133) was recorded for the year.
Annual Report & Financial Statements 2023
67
Financial Statements
Consolidated financial statements & notes
11. Subsidiaries
The subsidiaries of Comptoir Group Plc, all of which have been included in these consolidated financial statements,
are as follows:
Name
Timerest Limited
Chabane Limited*
Comptoir Franchise Limited
Shawa Group Limited*
Shawa Bluewater Limited*
Shawa Limited
Shawa Westfield Limited
Shawa Rupert Street Limited*
Comptoir Stratford Limited*
Comptoir South Ken Limited*
Comptoir Soho Limited*
Comptoir Central Production Limited*
Comptoir Westfield London Limited*
Levant Restaurants Group Limited*
Comptoir Chelsea Limited*
Comptoir Bluewater Limited*
Comptoir Wigmore Limited*
Comptoir Kingston Limited*
Comptoir Broadgate Limited*
Comptoir Manchester Limited*
Comptoir Restaurants Limited
Comptoir Leeds Limited*
Comptoir Oxford Street Limited*
Comptoir I.P. Limited*
Comptoir Reading Limited*
Comptoir Bath Limited*
Comptoir Exeter Limited*
Yalla Yalla Restaurants Limited
Comptoir Haymarket Ltd*
Comptoir Oxford Limited*
Country of incorporation and
principal place of business
Proportion of ownership
interest as at period end
2023***
2023**
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
* Dormant companies
** 52 weeks ending 1 January 2023
*** 52 weeks ending 31 December 2023
The registered office address for all subsidiaries is 6th Floor, Winchester House,
259-269 Old Marylebone Road, London, United Kingdom, NW1 5RA.
68 Annual Report & Financial Statements 2023
12. Inventories
Finished goods and goods for resale
13. Trade and other receivables
Trade receivables
Other receivables
Prepayments and accrued income
Total trade and other receivables
14. Trade and other payables
Trade payables
Accruals
Other taxation and social security
Other payables
Total trade and other payables
Group
31 December 2023
Group
1 January 2023
£
521,488
£
474,655
Group
31 December 2023
Group
1 January 2023
£
421,476
62,617
860,617
£
256,841
318,018
645,194
1,344,710
1,220,053
Group
31 December 2023
Group
1 January 2023
£
1,958,690
2,600,211
1,276,456
129,639
£
2,307,855
2,701,001
1,309,913
80,906
5,964,996
6,399,675
Annual Report & Financial Statements 2023
69
Financial Statements
Consolidated financial statements & notes
15. Borrowings
Amounts falling due within one year:
Bank loans
Total borrowings
Amounts falling due after more than one year:
Bank loans
Total borrowings
Group
31 December 2023
Group
1 January 2023
£
£
600,000
600,000
600,000
600,000
1,000,000
1,000,000
1,600,000
1,600,000
The bank loan relates to a £3m Coronavirus Business Interruption Loan Scheme (“CBILS”) loan.
The CBILS loan is secured by way of fixed charges over the assets of various Group companies. The CBIL loan of £1,600,000
represent amounts repayable within one year of £600,000 (1 January 2023: £600,000) and £1,000,000 (1 January 2023:
£1,600,000) repayable in more than one year. The bank loan has a six-year term with maturity date in 2026. The loan
has an initial interest free period of 12 months followed by a rate of interest of 2.5% over the Bank base rate.
16. Provisions for liabilities
Provisions for leasehold property dilapidations
Provisions for payroll pension costs
Total provisions
Movements on provisions:
At beginning of period
Provision in the year (net of releases)
At end of period
31 December 2023
1 January 2023
£
197,303
191,844
389,147
£
362,088
27,059
389,147
£
167,953
194,135
362,088
£
859,414
(497,326)
362,088
70 Annual Report & Financial Statements 2023
16. Provisions for liabilities (continued)
Provisions for leasehold property dilapidation repairs are recognised when the Group has a present obligation
to carry out dilapidation repair work on the leasehold premises before the property is vacated. The amount
recognised as a provision is the best estimate of the costs required to carry out the dilapidations work and
is spread over the expected period of the tenancy.
Provisions for rent reviews relates to any increases in rent that may become payable based on scheduled rent
review dates as per lease agreements. This was all settled during the period.
The payroll provision relates to a one-off provision as a result of a review of the current pension scheme
in place as part of a planned transition to Payroll Bureau services.
17. Deferred taxation
Deferred tax assets and liabilities are offset where the Group or Company has a legally enforceable right to do so.
The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
Group
Liabilities
31 December
2023
Liabilities
1 January
2023
Assets
31 December
2023
Accelerated capital allowances
(707,952)
(351,425)
Tax losses
Share-based payments
-
-
-
-
£
£
£
-
477,527
4,132
Assets
1 January
2023
£
-
79,458
(707,952)
(351,425)
481,659
79,458
Movements in the period:
Net liability at 1 January
(Credit)/charge to Statement of Comprehensive Income (note 7)
Net liability/(asset) at period end
Group
31 December
2023
Group
1 January
2023
£
£
271,967
(106,659)
(45,674)
226,293
378,626
271,967
The deferred tax liability set out above is related to accelerated capital allowances and will reverse over the period
that the fixed assets to which it relates are depreciated. The deferred tax asset on tax losses has been recognised
as management expect that there will be sufficient profits available in future to utilise against this amount.
Annual Report & Financial Statements 2023
71
Financial Statements
Consolidated financial statements & notes
18. Share capital
Authorised, issued and fully paid
31 December 2023
1 January 2023
Number of 1p shares
Brought forward
At the end of the period
£
£
122,666,667
122,666,667
122,666,667
122,666,667
Nominal value
Authorised, issued and fully paid
31 December 2023
1 January 2023
Brought forward
At the end of the period
19. Other reserves
£
1,226,667
1,226,667
£
1,226,667
1,226,667
The other reserves amount of £175,640 (1 January 2023: £145,099) on the balance sheet reflects the credit to equity
made in respect of the charge for share-based payments made through the income statement and the purchase
of shares in the market in order to satisfy the vesting of existing and future share awards under the Long-Term
Incentive Plan. For further details, refer to note 21.
72 Annual Report & Financial Statements 2023
20. Retirement benefit schemes
Defined contribution schemes
31 December 2023
1 January 2023
Charge to profit and loss
£
160,778
£
159,281
A defined contribution scheme is operated for all qualifying employees. The assets of the scheme are held separately
from those of the Group in an independently administered fund.
21.Share-based payments
Equity-settled share-based payments
On 4 July 2018, the Group established a Company Share Option Plan (“CSOP”) under which 4,890,000 share
options were granted to key employees. On the same day, the options which had been granted under the Group’s
existing EMI share option scheme were cancelled. The CSOP scheme includes all subsidiary companies headed
by Comptoir Group PLC. The exercise price of all of the options is £0.1025 and the term to expiration is 3 years
from the date of grant, being 4 July 2018. All of the options have the same vesting conditions attached to them.
On 21 May 2021 under the existing CSOP, 3,245,000 share options were granted to key employees. The CSOP scheme
includes all subsidiary companies headed by Comptoir Group PLC. The exercise price of all of the options is £0.0723
and the term to expiration is 3 years from the date of grant, being 21 May 2021. All of the options have the same
vesting conditions attached to them.
On 17 April 2023 under the existing CSOP, 2,900,000 share options were granted to key employees. The CSOP scheme
includes all subsidiary companies headed by Comptoir Group PLC. The exercise price of all of the options is £0.0557
and the term to expiration is 3 years from the date of grant, being 17 April 2026. All of the options have the same
vesting conditions attached to them.
A share-based payment charge of £30,541 (1 January 2023: £15,377) was recognised during the year in relation to the new
scheme and this amount is included within administrative expenses and added back in calculating adjusted EBITDA.
31 December 2023
average
exercise price
1 January 2023
average
exercise price
No. of shares £
£
No. of shares
£
CSOP options
Options outstanding, beginning of period
Granted
Cancelled
4,270,000
2,900,000
(450,000)
0.0874
0.0557
6,045,000
-
-
(1,775,000)
Options outstanding, end of period
6,720,000
0.0746
4,270,000
Options exercisable, end of period
2,100,000
0.1025
2,300,000
0.1025
0.0723
-
0.0874
0.1025
Annual Report & Financial Statements 2023
73
Financial Statements
Consolidated financial statements & notes
21.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
July 2018
On grant date
May 2021
On grant date
April 2023
On grant date
0.1%
3 years
51.3%
0%
0.39%
3 years
64%
0%
4.21%
3 years
61%
0%
Weighted average fair value of options granted
£0.03527
£0.03050
£0.02511
Risk free interest rate
The risk-free interest rate is based on the UK 2-year Gilt yield.
Expected term
The expected term represents the maximum term that the Group’s share options in relation to employees of the
Group are expected to be outstanding. The expected term is based on expectations using information available.
Estimated volatility
The estimated volatility is the amount by which the price is expected to fluctuate during the period. 2,900,000
share options were granted during the current period, the estimated volatility for the share options issued in the
period was determined based on the standard deviation of share price fluctuations of the company.
Expected dividends
Comptoir’s Board of Directors may from time to time declare dividends on its outstanding shares.
Any determination to declare and pay dividends will be made by Comptoir Group PLC’s Board of Directors and
will depend upon the Group’s results, earnings, capital requirements, financial condition, business prospects,
contractual restrictions and other factors deemed relevant by the Board of Directors. In the event that a dividend
is declared, there is no assurance with respect to the amount, timing or frequency of any such dividends. Based
on this uncertainty and unknown frequency, no dividend rate was used in the assumptions to calculate the share
based compensation expense.
74 Annual Report & Financial Statements 2023
22. Reconciliation of profit to cash generated from operations
Operating (loss)/profit for the period
(720,098)
1,945,147
31 December 2023
1 January 2023
£
£
Depreciation
Loss on disposal of fixed assets
Impairment of assets
Rent concessions
Lease modifications
Share-based payment charge
Provisions
Movements in working capital
Increase in inventories
Increase in trade and other receivables
Decrease in payables and provisions
Cash from operations
3,328,567
3,252,841
8,940
107,316
(21,062)
132,786
30,542
27,059
(46,833)
(124,655)
(434,680)
2,287,882
8,188
78,266
(171,856)
-
15,377
-
(8,765)
(521,065)
(229,184)
4,368,949
23. Reconciliation of changes in cash to the movement in net cash/(debt)
Net cash/(debt):
31 December 2023
1 January 2023
At the beginning of the period
(10,349,153)
(13,314,538)
£
£
Movements in the period:
Bank and other borrowings
Lease liabilities
Non-cash movements in the period
Cash (outflow)/inflow
At the end of the period
600,000
3,247,143
(2,504,987)
(2,881,566)
600,000
3,031,097
(728,236)
62,524
(11,888,563)
(10,349,153)
Annual Report & Financial Statements 2023
75
Financial Statements
Consolidated financial statements & notes
23. Reconciliation of changes in cash to the movement in net cash/(debt) (continued)
Represented by:
Cash and cash equivalents
Bank loans
Lease liabilities
At 3 January
2022
£
9,867,799
(2,800,000)
Cash flow
movements
in the period
Non- cash
flow movements
in the period
£
62,524
600,000
£
-
-
At 1 January
2023
£
9,930,323
(2,200,000)
(20,382,337)
3,031,097
(728,236)
(18,079,476)
(13,314,538)
3,693,621
(728,236)
(10,349,153)
At 2 January
2023
Cash flow
movements
in the period
Non- cash
flow movements
in the period
At 31 December
2023
Cash and cash equivalents
9,930,323
(2,881,566)
£
£
£
-
-
£
7,048,757
(1,600,000)
(2,200,000)
600,000
(18,079,476)
3,247,143
(2,504,987)
(17,337,320)
(10,349,153)
965,577
(2,504,987)
(11,888,563)
Bank loans
Lease liabilities
24. Financial instruments
The Group finances its operations through equity and borrowings, with the borrowing interest subject
to 2.5% per annum over base rate.
Management pay rigorous attention to treasury management requirements and continue to:
Ensure sufficient committed loan facilities are in place to support anticipated business requirements;
Ensure the Group’s debt service will be supported by anticipated cash flows and that covenants will be
complied with; and
Manage interest rate exposure with a combination of floating rate debt and interest rate swaps
when deemed appropriate.
The Board closely monitors the Group’s treasury strategy and the management of treasury risk.
Further details of the Group’s capital risk management can be found in the report of the Directors.
76 Annual Report & Financial Statements 2023
24. 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:
31 December 2023
1 January 2023
Cash and cash equivalents
Trade and other receivables
Total financial assets
£
7,048,75
484,093
£
9,930,323
574,859
7,532,850
10,505,182
Group financial liabilities:
31 December 2023
1 January 2023
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.
£
4,874,343
600,000
5,474,343
1,000,000
1,000,000
6,474,343
£
5,276,259
600,000
5,876,259
1,600,000
1,600,000
7,476,259
Annual Report & Financial Statements 2023
77
Financial Statements
Consolidated financial statements & notes
24. 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 1 January 2023
Within one year
Within two to five years
Total
As at 31 December 2023
Within one year
Within two to five years
Total
Trade and other payables*
Bank loans
£
£
6,761,763
-
6,761,763
6,354,143
-
6,354,143
600,000
1,600,000
2,200,000
600,000
1,000,000
1,600,000
*Excluding corporation tax.
Fair value of financial assets and liabilities
All financial assets and liabilities are accounted for at cost and the Directors consider the carrying value
to approximate their fair value.
25. Financial risk management
The Group’s and Company’s financial instruments comprise investments, cash and liquid resources, and various
items, such as trade receivables and trade payables that arise directly from its operations. The vast majority
of the Group’s and Company’s financial investments are denominated in sterling.
Neither the Group nor the Company enter into derivatives or hedging transactions. It is, and has been throughout the
period under review, the Group’s and Company’s policy that no trading in financial instruments shall be undertaken.
The main risks arising from the Group’s and Company’s financial instruments are credit risk, liquidity risk, foreign
currency risk, interest rate risk and investment risk. The Group does not have a material exposure to foreign
currency risk.
78 Annual Report & Financial Statements 2023
25. 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 15), ensure continuity of funding,
provided the Group continues to meet its covenant requirements (as detailed in the report of the Directors).
Foreign currency risk
The Group is not materially exposed to changes in foreign currency rates and does not use foreign exchange
forward contracts.
Interest rate risk
Exposure to interest rate movements has been controlled historically through the use of floating rate debt to
achieve a balanced interest rate profile. The Group does not currently have any interest rate swaps in place as
the continued reduction in the level of debt combined with current market conditions results in a low level
of exposure. The Group’s exposure will continue to be monitored and the use of interest rate swaps may be
considered in the future.
Investment risk
Investment risk includes investing in companies that may not perform as expected. The Group’s investment
criteria focus on the quality of the business and the management team of the target company, market potential
and the ability of the investment to attain the returns required within the time horizon set for the investment.
Due diligence is undertaken on each investment. The Group regularly reviews the investments in order to monitor
the level of risk and mitigate exposure where appropriate.
Annual Report & Financial Statements 2023
79
Financial Statements
Consolidated financial statements & notes
26. Lease commitments
The Group has leases assets including 22 restaurants and one head office location within the United Kingdom.
The Group has elected to not take the practical expedient for short term and low values leases, therefore all leases
have been included. The remaining lease terms range from less than one year to 18 years with an average remaining
lease term of 7 years.
Information about leases for which the Group is a lessee is presented below:
Net book value of right of use assets
31 December 2023
1 January 2023
Balance at 1 January
Additions
Depreciation charge
Impairment charge
Modifications
£
13,704,427
1,695,964
£
15,960,380
-
(2,204,357)
(2,166,098)
(2,055)
(185,306)
(41,328)
(48,527)
13,008,673
13,704,427
Maturity analysis - contractual undiscounted cash flows
31 December 2023
1 January 2023
Within one year
More than one year
£
£
(3,013,321)
(2,982,848)
(19,086,768)
(18,763,863)
(22,100,089)
(21,746,711)
Lease liabilities included in the statement of financial position
31 December 2023
1 January 2023
Current
Non-current
£
£
(2,159,265)
(2,351,410)
(15,178,055)
(15,728,066)
(17,337,320)
(18,079,476)
80 Annual Report & Financial Statements 2023
26. Lease commitments (continued)
Amounts charged/(credited) in profit or loss
31 December 2023
1 January 2023
Interest on lease liabilities
Expenses relating to variable lease payments
Rent concessions
Lease modifications
£
882,603
624,812
(21,062)
132,786
£
948,619
444,327
(171,856)
-
1,619,139
1,221,090
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.
Amounts recognised in statement of cash flow
31 December 2023
1 January 2023
Total cash outflow for leases
£
3,247,143
3,247,143
£
3,031,097
3,031,097
Annual Report & Financial Statements 2023
81
Financial Statements
Consolidated financial statements & notes
27. Related party transactions
Remuneration in respect of key management personnel, defined as the Directors for this purpose, is disclosed
in note 5. Further information concerning the Directors’ remuneration is provided in the Directors’
remuneration report.
During the year, the Group paid fees to the following related parties:
M Kitous
L Kitous
28. Subsequent events
Remuneration
Pension
£
52,585
26,702
79,287
£
1,207
528
1,735
Total
£
53,792
27,230
81,022
Post year end we have the new opening of Comptoir Libanais at Southbank and taken back the franchise site
at Cheshire Oakes.
We have also opened a new franchise Shawa in Abu Dhabi, and signed a new partnership deal with AREAS.
29. Ultimate controlling party
The Company has a number of shareholders and is not under the control of any one person
or ultimate controlling party.
82 Annual Report & Financial Statements 2023
Parent Company accounts (under UK GAAP)
Company balance sheet as at 31 December 2023
Notes
31 December 2023
1 January 2023
Fixed assets
Intangible assets
Tangible 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
ii
iii
iv
v
vi
vii
vii
viii
ix
ix
ix
ix
£
-
7,994
16,034
24,028
5,579,050
-
5,579,050
£
29,134
10,282
146,479
185,895
3,635,522
54,236
3,689,758
5,603,078
3,875,653
(5,126,321)
(600,000)
(5,726,321)
(1,000,000)
(906)
(6,727,227)
(1,124,149)
1,226,667
10,050,313
175,640
(12,576,769)
(1,124,149)
(1,501,421)
(600,000)
(2,101,421)
(1,600,000)
(1,238)
(3,702,659)
172,994
1,226,667
10,050,313
145,099
(11,249,085)
172,994
As permitted by section 408 of the Companies Act 2006, a separate profit and loss account has not been presented
for the holding company. During the year the Company recorded a loss of £1,327,684 (1 January 2023: £723,588).
Remuneration of the auditor is borne by a subsidiary undertaking, Timerest Limited.
The financial statements of Comptoir Group Plc (company registration number 07741283) were approved by the
Board of Directors and authorised for issue on 21 May 2024 and were signed on its behalf by:
Nick Ayerst – Chief Executive Officer
Annual Report & Financial Statements 2023
83
Financial Statements
Consolidated financial statements & notes
Company financial statements – under UK GAAP
Accounting policies and basis of preparation
Basis of accounting
Dividends
The financial statements for the Company have
been prepared under FRS 102 ‘The Financial Reporting
Standard applicable in the UK and Republic of Ireland’
(FRS 102) and the requirements of the Companies
Act 2006. The Group financial statements have been
prepared under IFRS and are shown separately.
The Company financial statements have been prepared
under the historical cost convention in accordance
with applicable UK accounting standards and on the
going concern basis.
This company is a qualifying entity for the purposes
of FRS 102, being a member of a group where the parent
of that group prepares publicly available consolidated
financial statements, including this Company, which
are intended to give a true and fair view of the assets,
liabilities, financial position and profit or loss
of the Group. The Company has therefore taken
advantage of exemptions from the following
disclosure requirements:
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.
Section 7 ‘Statement of Cash Flows’ –
Presentation of a statement of cash flow
and related notes and disclosures;
Section 33 ‘Related Party Disclosures’ –
Compensation for key management personnel.
The financial statements of the Company are
consolidated in the financial statements of
Comptoir Group Plc, which are available at the
Companies House.
Going concern
The Board of Directors have, at the time of approving
the financial statements, a reasonable expectation
that the Company has adequate resources to continue
in operational existence for the foreseeable future.
More details on the going concern uncertainties are
discussed in the going concern note in the Principal
Accounting Policies for the Consolidated Financial
Statements. Thus, the Board continues to adopt the
going concern basis of accounting in preparing the
financial statements.
Intangible assets – goodwill
Goodwill is the difference between amounts
paid on the acquisition of a business and the
fair value of the identifiable assets and liabilities.
It is amortised to the income statement over
its economic life, which is estimated to be ten
years from the date of acquisition.
Tangible assets
Items of property, plant and equipment are stated
at cost less accumulated depreciation and
impairment losses.
Depreciation
Depreciation is charged to the income statement on
a reducing balance basis and on a straight-line basis
over the estimated useful lives of corresponding items
of property, plant and equipment:
Plant and machinery
15% on reducing balance
Fixture, fittings and equipment
10% on reducing balance
84 Annual Report & Financial Statements 2023
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.
The carrying values of plant and equipment are
reviewed at each reporting date to determine
whether there are any indications of impairment.
If any such indication exists, the assets are tested
for impairment to estimate the assets’ recoverable
amounts. Any impairment losses are recognised
in the statement of comprehensive income.
The assets’ residual values and useful lives are
reviewed, and adjusted if appropriate, at each
statement of financial position date. Gains and
losses on disposals are determined by comparing
the proceeds with the carrying amount and
are recognised within the Statement of
Comprehensive Income.
Share-based payment transactions
The share options have been accounted for
as an expense in the Company in which the
employees are employed, using a valuation
based on the Black-Scholes model.
An increase in the investment held by the
Company in the subsidiary in which the
employees are employed, with a corresponding
increase in equity, is recognised in the accounts
of the Company. Information in respect of the
Company’s share-based payment schemes
is provided in Note 21 to the consolidated
financial statements.
Annual Report & Financial Statements 2023
85
Financial Statements
Consolidated financial statements & notes
Company financial statements – under UK GAAP
Notes to the financial statements
i) Employee costs and numbers
The Company has no employees. All Group employees and Directors’ remuneration are disclosed within the
Group’s consolidated financial statements.
ii) Intangible assets
Goodwill
Cost
At 3 January 2022
At 1 January 2023
Accumulated amortisation and impairment
At 3 January 2022
Amortisation during the period
Impairment during the period
At 1 January 2023
Net Book Value as at 2 January 2022
Net Book Value as at 1 January 2023
Cost
At 2 January 2023
At 31 December 2023
Accumulated amortisation and impairment
At 2 January 2023
Amortisation during the period
Impairment during the period
At 31 December 2023
Net Book Value as at 1 January 2023
Net Book Value as at 31 December 2023
86 Annual Report & Financial Statements 2023
Total
£
89,961
89,961
(47,851)
(8,996)
(3,980)
(60,827)
42,110
29,134
89,961
89,961
(60,827)
(7,284)
(21,850)
(89,961)
29,134
-
ii) Intangible assets (continued)
The intangible assets reported on the statement of financial position consists of goodwill arising on the acquisition
on 14 December 2016 of the trade and assets of Agushia Limited. In accordance with FRS 102, goodwill arising
on business combinations is amortised over the expected life of the asset and is subject to an impairment review
annually if the life of the assets is indefinite or expected to be greater than 10 years, or more frequently if events
or changes in circumstances indicate that it might be impaired.
Therefore, goodwill arising on acquisition is monitored to compare the value in use to its carrying value. During the
period an impairment charge of £21,850 (1 January 2023: £3,980) was recorded.
iii) Property, plant and equipment
Cost
At 3 January 2022
Disposals during the period
At 1 January 2023
Accumulated depreciation and impairment
At 3 January 2022
Depreciation during the period
Depreciation eliminated on disposal
At 1 January 2023
Net Book Value as at 2 January 2022
Net Book Value as at 1 January 2023
Cost
At 2 January 2023
At 31 December 2023
Accumulated depreciation and impairment
At 2 January 2023
Depreciation during the period
At 31 December 2023
Net Book Value as at 1 Janaury 2023
Net Book Value as at 31 December 2023
Leasehold Land
and buildings
Plant and
machinery
Fixture,
fittings
& equipment
£
£
£
11,290
(11,290)
26,655
-
-
26,655
(11,290)
-
11,290
(17,585)
(1,215)
-
5,555
-
5,555
(2,876)
(252)
-
Total
£
43,500
(11,290)
32,210
(31,751)
(1,467)
11,290
-
-
-
-
-
-
-
-
-
-
(18,800)
(3,128)
(21,928)
9,070
7,855
26,655
26,655
(18,800)
(1,920)
(20,720)
7,855
5,935
2,679
2,427
5,555
5,555
(3,128)
(368)
(3,496)
2,427
2,059
11,749
10,282
32,210
32,210
(21,928)
(2,288)
(24,216)
10,282
7,994
Annual Report & Financial Statements 2023
87
Financial Statements
Consolidated financial statements & notes
iv) Investments in subsidiary undertakings
Cost
At 2 January 2023
Share-based payment charge
Adjustments
At 31 December 2023
Impairments
For the period ended 31 December 2023
Net book value at 1 January 2023
Net book value at 31 December 2023
Shares
Capital contributions
£
1,380
-
10
1,390
-
1,380
1,390
£
145,099
30,541
-
175,640
(160,996)
145,099
14,644
Total
£
146,479
30,541
10
177,030
(160,996)
146,479
16,034
During the period, an impairment provision of £160,996 (1 January 2023: £nil) was recorded in relation to
capital contribution to group undertakings.
v) Debtors
Other debtors
Amounts receivable from group undertakings
Total
Amounts falling due after more than one year:
Deferred tax asset
Total
31 December 2023
1 January 2023
£
3,606
5,575,444
5,579,050
£
3,606
3,631,916
3,635,522
-
-
5,579,050
3,635,522
During the period, an impairment provision of £697,639 (1 January 2023: £590,282) was recorded in relation
to amounts receivable from group undertakings.
88 Annual Report & Financial Statements 2023
vi) Creditors
Bank overdrafts
Trade creditors
Other creditors
Amounts due to group undertakings
Accruals
Total
vii) Borrowings
Amounts falling due within one year:
Bank loans
Total borrowings
Amounts falling due after more than one year:
Bank loans
Total borrowings
31 December 2023
1 January 2023
£
19,935
21,012
1,479
5,052,910
30,985
5,126,321
£
-
-
1,470
1,477,451
22,500
1,501,421
31 December 2023
1 January 2023
£
£
600,000
600,000
600,000
600,000
1,000,000
1,000,000
1,600,000
1,600,000
The bank loan relates to a £3m Coronavirus Business Interruption Loan Scheme (“CBILS”) loan.
The CBILS loan is secured by way of fixed charges over the assets of various Group companies. The CBIL loan of
£1,600,000 represent amounts repayable within one year of £600,000 (1 January 2023: £600,000) and £1,000,000
(1 January 2023: £1,600,000) repayable in more than one year. The bank loan has a six-year term with maturity date
in 2026. The loan has an initial interest free period of 12 months followed by a rate of interest of 2.5% over the
Bank base rate.
Annual Report & Financial Statements 2023
89
Financial Statements
Consolidated financial statements & notes
viii) Provisions
Deferred tax recognised in balance sheet:
Deferred tax liabilities:
Brought forward
Charge/(credit) to profit or loss
Total
ix) Share capital and reserves
Share
capital
Share
premium
Other
reserves
Retained
earnings
£
£
£
£
Total
£
(1,047)
1,953
906
Total
£
At 3 January 2022
1,226,667
10,050,313
129,722
(10,525,497)
881,205
Share-based payment charge
Total comprehensive loss for the period
-
-
-
-
15,377
-
15,377
-
(723,588)
(723,588)
At 1 January 2023
1,226,667
10,050,313
145,099
(11,249,085)
172,994
At 2 January 2023
1,226,667
10,050,313
145,099
(11,249,085)
172,994
Share-based payment charge
Total comprehensive loss for the period
-
-
-
-
30,541
-
30,541
-
(1,327,684)
(1,327,684)
At 31 December 2023
1,226,667
10,050,313
175,640
(12,576,769)
(1,124,149)
x) Related party transactions
The Company has taken advantage of the exemption in FRS 102 and has not disclosed
transactions entered into between members of the Group.
xi) Subsequent events
Details of subsequent events are discussed in note 28 to the Group financial statements.
xii) Ultimate controlling party
The Company has no ultimate controlling party.
90 Annual Report & Financial Statements 2023
Enquiries:
Comptoir Group PLC
Nick Ayerst – Tel: 0207 486 1111
Cavendish Capital Markets Ltd (NOMAD and broker)
Simon Hicks – Tel: 0207 220 0500
Camarco (Media enquiries)
Jennifer Renwick – Email: comptoir@camarco.co.uk
Annual Report & Financial Statements 2023
91
Notice of Annual General Meeting
Comptoir Group PLC
Registered in England and Wales with no. 7741283
Notice is hereby given that the 2024 Annual General
Meeting of Comptoir Group PLC will be held at 6th
Floor, Winchester House, 259-269 Old Marylebone
Road, London, NW1 5RA on 26 June 2024 at 9.00 a.m.
for the transaction of the following business:
Ordinary Business
As ordinary business to consider and, if thought fit,
to pass the following resolutions, each of which will
be proposed as ordinary resolutions:
1. THAT, the Company’s annual accounts for the year
ended 31 December 2023, together with the report
of the auditors and the Directors thereon, be
received and adopted.
2. THAT, Tony Kitous, who retires in accordance
with the Company’s articles of association,
be re-elected as a Director.
3. THAT, Nick Ayerst, who retires in accordance
with the Company’s articles of association,
be re-elected as a Director.
4. THAT, Beatrice Lafon, who retires in accordance
with the Company’s articles of association,
be re-elected as a Director.
5. THAT, Jean Michel Orieux, who retires in
accordance with the Company’s articles
of association, be re-elected as a Director.
6. 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
7 will be proposed as an ordinary resolution and
resolution 8 as a special resolution:
7. 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 £122,667 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.
8. 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 7 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 £122,667; and
(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.
92 Annual Report & Financial Statements 2023
By order of the Board
On behalf of the Directors
Nick Ayerst - Chief Executive Officer
20 May 2024
Registered Office: 6th Floor, Winchester House 259-269,
Old Marylebone Road, London, England, NW1 5RA
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
24 June 2024. 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 30 minutes
prior to the commencement of the Meeting at
9:00 a.m. (UK time) 26 June 2024 so that their
shareholding may be checked against the Company’s
Register of Members and attendances recorded.
3. 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.
4. 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.
5.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. 6A 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 will not receive a hard copy form of proxy for
the Meeting in the post. Instead, you will be able
to vote electronically using the Link Investor
Centre app or by accessing the web browser at
https://investorcentre.linkgroup.co.uk/Login/Login.
You will need to log into your Link Investor Centre
account, or register if you have not previously done
so. To register you will need your Investor Code.
This is detailed on your share certificate or available
from our Registrar, Link Group. If you need help with
voting online or require a hardy copy form of proxy,
please contact the portal team of our Registrar, Link
Group, on 0371 664 0391. Calls are charged at the
standard geographic rate and will vary by provider.
Calls outside the United Kingdom will be charged
at the applicable international rate. Lines are open
between 09.00 – 17:30, Monday to Friday excluding
public holidays in England and Wales or via email
at shareholderenquiries@linkgroup.co.uk.
8. You can vote either:
via the Link Investor Centre app or by logging
on to https://investorcentre.linkgroup.co.uk/
Login/Login and following the instructions;
in the case of CREST members, by utilising the
CREST electronic proxy appointment service
in accordance with the procedures set out; or
if you are an institutional investor you may
also be able to appoint a proxy electronically
via the Proxymity platform (see below).
For a proxy appointment to be valid, it must be
submitted and received by Link Group by 9:00 a.m.
on 24 June 2024, which is not less than 48 hours
(excluding non-working holidays) before the time
appointed for the meeting, or adjourned meeting.
Link Investor Centre is a free app for smartphone and
tablet provided by Link Group (the company’s registrar).
Annual Report & Financial Statements 2023
93
Notice of Annual General Meeting
Comptoir Group PLC
Registered in England and Wales with no. 7741283
It allows you to securely manage and monitor
your shareholdings in real time, take part in online
voting, keep your details up to date, access a range
of information including payment history and much
more. The app is available to download on both the
Apple App Store and Google Play, or by scanning
the relevant QR code below. Alternatively, you may
access the Link Investor Centre via a web browser at:
https://investorcentre.linkgroup.co.uk/Login/Login.
9. 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.
10. 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.
11. Proxymity Voting – if you are an institutional
investor you may also be able to appoint a proxy
electronically via the Proxymity platform, a process
which has been agreed by the Company and approved
by the Registrar. For further information regarding
Proxymity, please go to www.proxymity.io. Your
proxy must be lodged by 9:00 a.m. on 24 June 2024
in order to be considered valid or, if the meeting
is adjourned, by the time which is 48 hours before
the time of the adjourned meeting. Before you can
appoint a proxy via this process you will need
to have agreed to Proxymity’s associated terms
and conditions. It is important that you read these
carefully as you will be bound by them and they will
govern the electronic appointment of your proxy.
An electronic proxy appointment via the Proxymity
platform may be revoked completely by sending
an authenticated message via the platform instructing
the removal of your proxy vote.
94 Annual Report & Financial Statements 2023
12. 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). 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 & International
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 9:00 a.m. on 24 June 2024, 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.
13. CREST members and, where applicable, their CREST
sponsors or voting service providers should note that
Euroclear UK & International 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.
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.
17. 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.
18. 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.
19. 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.
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.
14. 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.
15. As at 20 May 2024 (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 20 May 2024 are 122,666,667.
16. Under Section 527 of the Companies Act 2006,
shareholders meeting the threshold requirements
set out in that section have the right to require
the Company to publish on a website a statement
setting out any matter relating to: (i) the audit of
the Company’s financial statements (including the
Auditor’s Report and the conduct of the audit) that
are to be laid before the Meeting; or (ii) any
circumstances connected with an auditor of the
Company ceasing to hold office since the previous
meeting at which annual financial statements and
reports were laid in accordance with Section 437
of the Companies Act 2006 (in each case) that the
shareholders propose to raise at the relevant meeting.
The Company may not require the shareholders
requesting any such website publication to pay
its expenses in complying with Sections 527
or 528 of the Companies Act 2006. Where the
Company is required to place a statement on
a website under Section 527 of the Companies
Act 2006, it must forward the statement to the
Company’s auditor not later than the time when
it makes the statement available on the website.
Annual Report & Financial Statements 2023
95
COMPTOIR GROUP PLC
Sixth Floor, Winchester House
259 – 269 Old Marylebone Road
London, NW1 5RA