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REGISTERED NUMBER: 14411027 (England and Wales)




















Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 30 June 2024

for

FCS Corporation Limited

FCS Corporation Limited (Registered number: 14411027)






Contents of the Consolidated Financial Statements
for the year ended 30 June 2024




Page

Company Information 1

Group Strategic Report 2 to 4

Report of the Directors 5

Report of the Independent Auditors 6 to 9

Consolidated Statement of Comprehensive Income 10

Consolidated Balance Sheet 11

Company Balance Sheet 12

Consolidated Statement of Changes in Equity 13

Company Statement of Changes in Equity 14

Consolidated Cash Flow Statement 15

Notes to the Consolidated Cash Flow Statement 16 to 17

Notes to the Consolidated Financial Statements 18 to 33


FCS Corporation Limited

Company Information
for the year ended 30 June 2024







DIRECTORS: Mr S Beeching
Mr L Mcdonald





REGISTERED OFFICE: C/O Facilities And Corporate Solutions
Wood Lane
Erdington
Birmingham
B24 9QL





REGISTERED NUMBER: 14411027 (England and Wales)





AUDITORS: Clifford Roberts
Chartered Accountants &
Statutory Auditors
Pacioli House
9 Brookfield
Duncan Close
Northampton
Northamptonshire
NN3 6WL

FCS Corporation Limited (Registered number: 14411027)

Group Strategic Report
for the year ended 30 June 2024

The directors present their strategic report of the company and the group for the year ended 30 June 2024.

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of an IT based document production facility offering highly technical solutions for intelligent printing and mailing, e-billing/delivery, document archive and retrieval and back office Hybrid Mail. Committed to delivering guaranteed business outcomes through a combination of technology and process expertise, FCS gives its clients the freedom to do more with their business. Innovative technical solutions have allowed customers to manage their own document flows offering significant improvements and long term cost reductions.

REVIEW OF BUSINESS
Turnover of the group for the year under review is £15,427,204, being the turnover of Facilities & Corporate Solutions Limited since 17th August 2023, when the company was purchased. Profit before taxation for the year is £2,783,513.

At the year end the group had shareholders funds of £2,007,285 including distributable reserves of £2,006,325. The directors therefore believe the group's position to be satisfactory and are optimistic for the future, especially as the group's current assets exceed its current liabilities by £2,757,898.


FCS Corporation Limited (Registered number: 14411027)

Group Strategic Report
for the year ended 30 June 2024

PRINCIPAL RISKS AND UNCERTAINTIES
The process of risk acceptance and risk management is addressed through a framework of policies, procedures and internal controls, all of which are governed by our adherence to accredited ISO Standards. All policies are subject to Board approval and ongoing review by directors and management. Compliance with regulation, legal and ethical standards is a high priority for the group. The group has developed a framework for identifying the risks it faces and the directors have assessed the main risks to the business as being its dependency on the performance of the UK economy, our reliance on the availability of postal sortation streams, and a concerted effort of businesses to look at digital communications as complimentary method of communication.

Principal risk Key controls and mitigating factors

Economic The group could be
affected by national and
international economic
factors outside of its
control, including economic
slowdown, inflation,
increases in interest rates.
The current UK economic downturn, both globally and
locally, is having an adverse effect on the demand for
the Group's services. A more prolonged economic
downturn may lead to an overall decline in the volume of
the Group's activities and sales, restricting the Group's
ability to realise a profit. However the Group historically
has benefited in difficult economic times via an increase
in the frequency of rate change mailings, the increase in
debt sector volume and the effect it has on potential
clients to find costs savings of their own by outsourcing
their communications to our services.
Postal streams Royal Mail Wholesale may
remove their zonal CDA
service
A large proportion of the Group's revenue is realised
through access to wholesale postal services. If access
to these services are restricted then a large proportion
of revenue would be compromised and our ability to
attract new and retain existing clients would diluted. The
Group is considering upgrading our sortation equipment
to maximise efficiencies whilst these services remain in
place and we continue to monitor the situation with
Royal Mail very closely.
Digitisation
transformation
Reduction in physical
posted items
Transactional mail volume has decreased from 50% of
the total UK mail volume in 2012, to a forecast of 39%
in 2023. A large reason for this is Royal Mail's policy to
increase Business Mail costs unproportionally when
compared to Advertising Mail. The Group is putting
together a business plan to mitigate this volume
downturn by creating a digital communications offering,
which we hope will alleviate the potential loss of mail
volume. However Direct Mail has for the past ten years
remained extremely constant and is predicted to remain
at circa 30% of the total postal volume.
Purchasing
trends
How customer buy from
the group
Post Covid, a noticeable change has occurred with
regards to purchasing methods. More and more
companies are choosing a tender route and relationship
purchasing is fast becoming the exception to the rule.
To mitigate this, FCS is building a tender writing team
within the sales department and we hope this will pay
dividends in the coming months/years.

We would like to express our sincere thanks to our staff and supply chain associates for their dedication and commitment, both delivering outstanding service.

The group finances its business through its shareholder funds and approved lines of credit.


FCS Corporation Limited (Registered number: 14411027)

Group Strategic Report
for the year ended 30 June 2024

FUTURE DEVELOPMENTS
Our commitment to future investment remains resolute, investment in skilled staff, digital transformation services, MI software and enclosing hardware is being monitored closely.

We expect the current UK economic conditions to be evident for the foreseeable future and we will continue to monitor the situation closely and tailor our response accordingly.

The investment in FCS Software Solutions Limited, which is specifically targeted with the development of web-based solutions for Local Government and Education continues to suffer from economic restrictions imposed by Government on spend. The core software development is virtually complete and the group is now concentrating on supplementary modules to the core offering as well as non-core solutions. Current pipeline suggests that the group will produce tangible returns by the end 2025/2026. This is wholly dependant on cabinet office investment requirements.

KEY PERFORMANCE INDICATORS
We have made significant progress throughout the year in relation to the key elements of our strategy, the board monitors the progress by reference to the following KPI's:

2024

Increase/(decrease) in turnover N/A

Gross profit percentage 33.50%

Operating profit percentage 19.43%

Liquidity ratio 1.53

All of the above ratios are defined in UK Generally Accepted Accounting Practice.

FINANCIAL RISK MANAGEMENT
The group has exposure to two main areas of risk - customer credit exposure and liquidity risk.

Customer credit exposure
Credit terms may be offered to its customers who allow payment of the debt after delivery of the goods or service. The group is at risk to the extent that a customer may be unable to pay the debt on a specific due date. This risk is mitigated by the strong on-going customer relationships and by credit insurance.

Liquidity risk
The objective of the group in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due. The group expects to meet its financial obligations through operating cash flows. In the event that the operating cash flows would not cover all the financial obligations the group has credit facilities available. Given the cash reserves held by the group, the group is in a position to meet its commitments and obligations as they become due.

ON BEHALF OF THE BOARD:





Mr S Beeching - Director


13 February 2025

FCS Corporation Limited (Registered number: 14411027)

Report of the Directors
for the year ended 30 June 2024

The directors present their report with the financial statements of the company and the group for the year ended 30 June 2024.

DIVIDENDS
No dividends will be distributed for the year ended 30 June 2024.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 July 2023 to the date of this report.

Mr S Beeching
Mr L Mcdonald

DISCLOSURE IN THE STRATEGIC REPORT
Principle activities, events occurring after the year end, likely future developments and an assessment of financial risk management exposures are disclosed within the strategic report (as defined by section 414 C (11) of the Companies Act 2006).

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, Clifford Roberts, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





Mr S Beeching - Director


13 February 2025

Report of the Independent Auditors to the Members of
FCS Corporation Limited

Opinion
We have audited the financial statements of FCS Corporation Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 30 June 2024 and of the group's profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

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

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

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

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

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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.

The prior year financial statements were not required to be audited. As such, the comparative figures within the current year financial statements are unaudited.

Report of the Independent Auditors to the Members of
FCS Corporation Limited


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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Report of the Independent Auditors to the Members of
FCS Corporation Limited


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

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

- We obtained an understanding of the legal and regulatory framework applicable to the group and the
sector in which they operate. We determined that the following laws and regulations were most
significant: the Data Protection Act 2018, Companies Act 2006, UK Generally Accepted Accounting
Practice and UK corporate taxation laws.
- We obtained an understanding of how the group is complying with those legal and regulatory
frameworks by making inquiries to the management and by observing the oversight of management,
the culture of honesty and ethical behaviour and whether strong emphasis is placed on fraud
prevention, which may reduce the opportunities for fraud to take place, and fraud deterrence, which
could persuade individuals not to commit fraud in the first instance . We corroborated our inquiries
through our review of all relevant available audit information.
- We assessed and understood the susceptibility of the group's financial statements to material
misstatement, including how fraud might occur. Based on this understanding we designed our audit
procedures to identify non-compliance with such laws and regulations. The audit procedures
performed by the engagement team included:
> Identifying and assessing the design and effectiveness of controls management has in place to
prevent and detect fraud;
> Understanding of how senior management considered and addressed the potential for override of
controls or other inappropriate influence over the financial reporting process;
> Challenging assumptions and judgements made by management in its significant accounting
estimates;
> Performing audit work over the risk of management override of controls, including testing of journal
entries and other adjustments for appropriateness, evaluating the business rationale of significant
transactions outside the normal course of business and reviewing accounting estimates for bias;
and,
> Assessing the extent of compliance with relevant laws and regulations.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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 Report of the Auditors.

Report of the Independent Auditors to the Members of
FCS Corporation Limited


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




Adam Billingham BA (Hons) BFP FCA (Senior Statutory Auditor)
for and on behalf of Clifford Roberts
Chartered Accountants &
Statutory Auditors
Pacioli House
9 Brookfield
Duncan Close
Northampton
Northamptonshire
NN3 6WL

13 February 2025

FCS Corporation Limited (Registered number: 14411027)

Consolidated
Statement of Comprehensive
Income
for the year ended 30 June 2024

Year Ended Period
30.6.24 11.10.22 to 30.6.23
(Unaudited)
Notes £    £    £    £   

TURNOVER 3 15,427,204 -

Cost of sales 10,259,404 -
GROSS PROFIT 5,167,800 -

Distribution costs 222,386 -
Administrative expenses 1,947,424 100
2,169,810 100
OPERATING PROFIT/(LOSS) 5 2,997,990 (100 )

Income from interest in associated
undertakings

25,556

-
Interest receivable and similar income 52,218 -
77,774 -
3,075,764 (100 )

Interest payable and similar expenses 6 292,251 -
PROFIT/(LOSS) BEFORE TAXATION 2,783,513 (100 )

Tax on profit/(loss) 7 777,088 -
PROFIT/(LOSS) FOR THE FINANCIAL
YEAR

2,006,425

(100

)

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

2,006,425

(100

)

Profit/(loss) attributable to:
Owners of the parent 2,006,425 (100 )

Total comprehensive income attributable to:
Owners of the parent 2,006,425 (100 )

FCS Corporation Limited (Registered number: 14411027)

Consolidated Balance Sheet
30 June 2024

2024 2023
(Unaudited)
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 9 1,038,997 -
Tangible assets 10 1,478,064 -
Investments 11
Interest in associate (68,440 ) -
2,448,621 -

CURRENT ASSETS
Stocks 12 130,758 -
Debtors 13 3,368,174 -
Cash at bank 4,459,911 860
7,958,843 860
CREDITORS
Amounts falling due within one year 14 5,200,945 -
NET CURRENT ASSETS 2,757,898 860
TOTAL ASSETS LESS CURRENT
LIABILITIES

5,206,519

860

CREDITORS
Amounts falling due after more than one
year

15

(2,902,167

)

-

PROVISIONS FOR LIABILITIES 19 (297,067 ) -
NET ASSETS 2,007,285 860

CAPITAL AND RESERVES
Called up share capital 20 960 960
Retained earnings 21 2,006,325 (100 )
SHAREHOLDERS' FUNDS 2,007,285 860

The financial statements were approved by the Board of Directors and authorised for issue on 13 February 2025 and were signed on its behalf by:





Mr S Beeching - Director


FCS Corporation Limited (Registered number: 14411027)

Company Balance Sheet
30 June 2024

2024 2023
(Unaudited)
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 9 - -
Tangible assets 10 - -
Investments 11 8,558,945 -
8,558,945 -

CURRENT ASSETS
Cash at bank 586 860

CREDITORS
Amounts falling due within one year 14 1,793,153 -
NET CURRENT (LIABILITIES)/ASSETS (1,792,567 ) 860
TOTAL ASSETS LESS CURRENT
LIABILITIES

6,766,378

860

CREDITORS
Amounts falling due after more than one
year

15

2,649,507

-
NET ASSETS 4,116,871 860

CAPITAL AND RESERVES
Called up share capital 20 960 960
Retained earnings 21 4,115,911 (100 )
SHAREHOLDERS' FUNDS 4,116,871 860

Company's profit/(loss) for the financial
year

4,116,011

(100

)

The financial statements were approved by the Board of Directors and authorised for issue on 13 February 2025 and were signed on its behalf by:




Mr S Beeching - Director



Mr L Mcdonald - Director


FCS Corporation Limited (Registered number: 14411027)

Consolidated Statement of Changes in Equity
for the year ended 30 June 2024

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Deficit for the period - (100 ) (100 )
Total comprehensive income - (100 ) (100 )
Issue of share capital 960 - 960
Balance at 30 June 2023 960 (100 ) 860

Changes in equity
Profit for the year - 2,006,425 2,006,425
Total comprehensive income - 2,006,425 2,006,425
Balance at 30 June 2024 960 2,006,325 2,007,285

FCS Corporation Limited (Registered number: 14411027)

Company Statement of Changes in Equity
for the year ended 30 June 2024

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Issue of share capital 960 - 960
Total comprehensive income - (100 ) (100 )
Balance at 30 June 2023 960 (100 ) 860

Changes in equity
Total comprehensive income - 4,116,011 4,116,011
Balance at 30 June 2024 960 4,115,911 4,116,871

FCS Corporation Limited (Registered number: 14411027)

Consolidated Cash Flow Statement
for the year ended 30 June 2024

Period
11.10.22
Year Ended to
30.6.24 30.6.23
(Unaudited)
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 3,724,784 (100 )
Interest element of hire purchase
payments paid

(14,351

)

-
Tax paid (1,132,680 ) -
Net cash from operating activities 2,577,753 (100 )

Cash flows from investing activities
Purchase of tangible fixed assets (505,363 ) -
Sale of tangible fixed assets 111,071 -
Acquisition of a subsidiary, net of cash (3,008,300 ) -
Interest received 52,217 -
Net cash from investing activities (3,350,375 ) -

Cash flows from financing activities
New loans in year 431,813 -
Loan from related party 4,648,673 -
Loan to related party (33 ) -
Capital repayments in year (200,109 ) -
Amount introduced by directors 351,329 -
Share issue - 960
Net cash from financing activities 5,231,673 960

Increase in cash and cash equivalents 4,459,051 860
Cash and cash equivalents at
beginning of year

2

860

-

Cash and cash equivalents at end of
year

2

4,459,911

860

FCS Corporation Limited (Registered number: 14411027)

Notes to the Consolidated Cash Flow Statement
for the year ended 30 June 2024

1. RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

Period
11.10.22
Year Ended to
30.6.24 30.6.23
(Unaudited)
£    £   
Profit/(loss) before taxation 2,783,513 (100 )
Depreciation charges 619,803 -
Profit on disposal of fixed assets (18,274 ) -
Finance costs 292,251 -
Finance income (77,774 ) -
3,599,519 (100 )
Increase in stocks (4,192 ) -
Increase in trade and other debtors (709,332 ) -
Increase in trade and other creditors 838,789 -
Cash generated from operations 3,724,784 (100 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 June 2024
30.6.24 1.7.23
£    £   
Cash and cash equivalents 4,459,911 860
Period ended 30 June 2023
30.6.23 11.10.22
(Unaudited)
£    £   
Cash and cash equivalents 860 -


FCS Corporation Limited (Registered number: 14411027)

Notes to the Consolidated Cash Flow Statement
for the year ended 30 June 2024

3. ANALYSIS OF CHANGES IN NET FUNDS

Acquisition
of
At 1.7.23 Cash flow subsidiary At 30.6.24
£    £    £    £   
Net cash
Cash at bank 860 2,341,925 2,117,126 4,459,911
860 2,341,925 2,117,126 4,459,911
Debt
Finance leases - (231,704 ) (158,844 ) (390,548 )
- (231,704 ) (158,844 ) (390,548 )
Total 860 2,110,221 1,958,282 4,069,363

4. ACQUISITION OF BUSINESS

During the year, FCS Corporation Limited acquired a new subsidiary. Full analysis of this transaction is provided in note 25 to the accounts.

FCS Corporation Limited (Registered number: 14411027)

Notes to the Consolidated Financial Statements
for the year ended 30 June 2024

1. STATUTORY INFORMATION

FCS Corporation Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are presented in Sterling (£), and are prepared to 30th June each year.

Basis of consolidation
The group financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 June each year. The results of subsidiaries acquired or sold are consolidated for the periods from or to the date on which control passed. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.

Associate undertakings
The group has associated undertakings, the details of which are shown in the 'Fixed Asset Investments' note. The group include the associated undertakings ventures using the equity method in line with the requirements of FRS 102 Section 14 - "Investments in Associates".

Significant judgements and estimates
In the application of the group's accounting policies management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis.

The key sources of estimation uncertainty that have effect on the amounts recognised in the financial statements are described below:

(a) The determination of the useful life of assets
In determining the the useful life of assets, management estimate both the residual value and useful economic lives of assets. Both judgements rely on the experience of management.

(b) Accruals
In determining some of the accrual provisions, management have applied judgement and estimation which could be significant to the financial statements. Management have utilised all available information and their knowledge to determine judgements and estimations applied.

(c) Present value of deferred consideration
In determining the present value of the deferred consideration, management have used an effective rate of interest from similar market loans. Future cash flows used in the calculation are consistent with the agreement and the expected contingent liability.

FCS Corporation Limited (Registered number: 14411027)

Notes to the Consolidated Financial Statements - continued
for the year ended 30 June 2024

2. ACCOUNTING POLICIES - continued

Intangible assets
Intangible assets are measured at cost less accumulated amortisation and any accumulated impairment losses. Amortisation is charged so as to allocate the cost of intangibles less their residual values over their estimated useful lives, using the straight-line method. The goodwill is amortised over the 10 years of its useful economic life.

If there is an indication that there has been a significant change in amortisation rate or residual value of an asset, the amortisation of that asset is revised prospectively to reflect the new expectations.

If the net fair value of the identifiable assets and liabilities acquired exceeds the cost of a business combination, the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered. Any excess exceeding the fair value of non-monetary assets acquired is recognised in profit or loss in the periods expected to be benefitted.

Tangible fixed assets
Depreciation is provided at rates calculated to write off the cost less residual value of each asset over its expected useful life as follows;


Improvements to leasehold
property

-

straight line over 15 years
Plant and machinery -between 2 and 5 years straight line, 15% reducing balance
Fixtures, fittings and equipment -straight line over 5 years or 15% reducing balance
Motor vehicles -straight line over 3 years or 25% reducing balance
Computer equipment -between 1 and 4 years straight line


Impairment of assets
At each reporting date fixed assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in profit or loss.

If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

Investments in associates
Investments in associate undertakings are recognised at cost.

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

FCS Corporation Limited (Registered number: 14411027)

Notes to the Consolidated Financial Statements - continued
for the year ended 30 June 2024

2. ACCOUNTING POLICIES - continued

Financial instruments
The group enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans and balances to and from related parties.

Debt instruments (other than those wholly repayable or receivable in one year), including loans and other accounts receivable and payable, are initially measured at the present value of future cash flows and subsequently at amortised cost using the effective interest rate method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received.

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

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

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

FCS Corporation Limited (Registered number: 14411027)

Notes to the Consolidated Financial Statements - continued
for the year ended 30 June 2024

2. ACCOUNTING POLICIES - continued

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Provisions for liabilities
Provisions are recognised when the company has a present obligation (legal or constructive) as a result of a past event, it is probable that the group will be required to settle the obligation, and a reliable estimate can be made on the amount of 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 profit or loss in the period it arises.

The group recognises a provision for annual leave accrued by employees as a result of services rendered in the current period. The provision is measured as the salary cost payable for the expected annual leave utilization to date, less the actual utilization as at the year end.

3. TURNOVER

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services.

Sale of goods
Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for delivery of the goods.

Rendering of services
Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

4. EMPLOYEES AND DIRECTORS
Period
11.10.22
Year Ended to
30.6.24 30.6.23
(Unaudited)
£    £   
Wages and salaries 1,640,303 -
Social security costs 163,552 -
Other pension costs 48,676 -
1,852,531 -

FCS Corporation Limited (Registered number: 14411027)

Notes to the Consolidated Financial Statements - continued
for the year ended 30 June 2024

4. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
Period
11.10.22
Year Ended to
30.6.24 30.6.23
(Unaudited)

Administration 8 -
Sales 5 -
Production 44 -
57 -

Period
11.10.22
Year Ended to
30.6.24 30.6.23
(Unaudited)
£    £   
Directors' remuneration 179,404 -
Directors' pension contributions to money purchase schemes 21,435 -

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 2 -

5. OPERATING PROFIT/(LOSS)

The operating profit (2023 - operating loss) is stated after charging/(crediting):

Period
11.10.22
Year Ended to
30.6.24 30.6.23
(Unaudited)
£    £   
Other operating leases 302,250 -
Depreciation - owned assets 255,997 -
Depreciation - assets on hire purchase contracts 249,894 -
Profit on disposal of fixed assets (18,274 ) -
Goodwill amortisation 113,912 -
Auditors' remuneration 9,100 -

FCS Corporation Limited (Registered number: 14411027)

Notes to the Consolidated Financial Statements - continued
for the year ended 30 June 2024

6. INTEREST PAYABLE AND SIMILAR EXPENSES
Period
11.10.22
Year Ended to
30.6.24 30.6.23
(Unaudited)
£    £   
Interest payable 277,900 -
Hire purchase 14,351 -
292,251 -

7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
Period
11.10.22
Year Ended to
30.6.24 30.6.23
(Unaudited)
£    £   
Current tax:
UK corporation tax 719,193 -

Deferred tax 57,895 -
Tax on profit/(loss) 777,088 -

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

Period
11.10.22
Year Ended to
30.6.24 30.6.23
(Unaudited)
£    £   
Profit/(loss) before tax 2,783,513 (100 )
Profit/(loss) multiplied by the standard rate of corporation tax in the
UK of 25 % (2023 - 20.496 %)

695,878

(20

)

Effects of:
Expenses not deductible for tax purposes 65,345 -
Income not taxable for tax purposes (5,018 ) -
Capital allowances in excess of depreciation (37,073 ) -
Losses carried forward 61 20
Deferred tax 57,895 -
Total tax charge 777,088 -

FCS Corporation Limited (Registered number: 14411027)

Notes to the Consolidated Financial Statements - continued
for the year ended 30 June 2024

8. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.


9. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
Additions 1,057,692
Acquisitions 95,217
At 30 June 2024 1,152,909
AMORTISATION
Amortisation for year 113,912
At 30 June 2024 113,912
NET BOOK VALUE
At 30 June 2024 1,038,997

10. TANGIBLE FIXED ASSETS

Group
Improvements Fixtures
to Plant and and
property machinery fittings
£    £    £   
COST
Additions 16,913 339,428 -
Disposals - - -
Acquisitions 147,530 1,235,370 32,400
At 30 June 2024 164,443 1,574,798 32,400
DEPRECIATION
Charge for year 14,559 421,622 6,252
Eliminated on disposal - - -
At 30 June 2024 14,559 421,622 6,252
NET BOOK VALUE
At 30 June 2024 149,884 1,153,176 26,148

FCS Corporation Limited (Registered number: 14411027)

Notes to the Consolidated Financial Statements - continued
for the year ended 30 June 2024

10. TANGIBLE FIXED ASSETS - continued

Group

Motor Computer
vehicles equipment Totals
£    £    £   
COST
Additions 125,877 23,145 505,363
Disposals (89,333 ) - (89,333 )
Acquisitions 141,838 14,251 1,571,389
At 30 June 2024 178,382 37,396 1,987,419
DEPRECIATION
Charge for year 50,240 13,218 505,891
Eliminated on disposal 3,464 - 3,464
At 30 June 2024 53,704 13,218 509,355
NET BOOK VALUE
At 30 June 2024 124,678 24,178 1,478,064

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Plant and
machinery
£   
COST
Additions 334,085
Acquisitions 731,520
Transfer to ownership (508,792 )
At 30 June 2024 556,813
DEPRECIATION
Charge for year 249,894
Transfer to ownership (170,085 )
At 30 June 2024 79,809
NET BOOK VALUE
At 30 June 2024 477,004

FCS Corporation Limited (Registered number: 14411027)

Notes to the Consolidated Financial Statements - continued
for the year ended 30 June 2024

11. FIXED ASSET INVESTMENTS

Group
Interest
in
associate
£   
COST
Additions (93,996 )
Share of profit/(loss) 25,556
At 30 June 2024 (68,440 )
NET BOOK VALUE
At 30 June 2024 (68,440 )

Interest in associate

Details of the associate companies are set out below:



Proportion of nominal
value of issued shares
held


Name of company

Description of shares
held

Measurement
method
by FCS
Corporation
Limited

by
Subsidiaries
FCS Software Solutions
Limited
Ordinary shares of £1
each
Equity method - 28%

The shareholding is held indirectly by FCS Corporation Limited via its subsidiary Facilities & Corporate Solutions Limited. The principal country of operation of the above company is the United Kingdom, and it is registered in England. The 28% holding in FCS Software Solutions Limited is not treated as a subsidiary company because, due to direct and indirect shareholdings, Facilities & Corporate Solutions Limited is not in a position to exercise control over that company.

Registered office: FCS Lasermail Wood Lane, Erdington, Birmingham, England, B24 9QL.

Nature of business: Business and domestic software development

30.06.24 30.06.23
£ £
Aggregate capital and reserves (244,428 ) (335,701 )
Profit for the year 91,273 403,427

During the period the group received dividends of £nil (2023: £nil) from FCS Software Solutions Limited.


FCS Corporation Limited (Registered number: 14411027)

Notes to the Consolidated Financial Statements - continued
for the year ended 30 June 2024

11. FIXED ASSET INVESTMENTS - continued

Company
Shares in
group
undertakings
£   
COST
Additions 8,558,945
At 30 June 2024 8,558,945
NET BOOK VALUE
At 30 June 2024 8,558,945

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiary

Facilities & Corporate Solutions Limited
Registered office: Wood Lane, Erdington, Birmingham, B24 9QL
Nature of business: Computer facilities management activities
%
Class of shares: holding
Ordinary Shares 100.00
Ordinary B Shares 100.00
2024 2023
£    £   
Aggregate capital and reserves 5,552,961 7,505,744
Profit for the year/period 2,441,373 2,749,923


12. STOCKS

Group
2024 2023
(Unaudited
£    £   
Stocks 130,758 -

13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
2024 2023
(Unaudited
£    £   
Trade debtors 2,605,465 -
Amounts owed by associates 375,777 -
Prepayments 386,932 -
3,368,174 -

FCS Corporation Limited (Registered number: 14411027)

Notes to the Consolidated Financial Statements - continued
for the year ended 30 June 2024

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
(Unaudited) (Unaudited)
£    £    £    £   
Hire purchase contracts (see note 16) 137,888 - - -
Trade creditors 1,687,303 - - -
Tax 379,324 - - -
Social security and other taxes 46,876 - - -
VAT 560,522 - - -
Other creditors 1,475,941 - 1,441,824 -
Wages and salaries control 13,149 - - -
Directors' current accounts 351,329 - 351,329 -
Accruals and deferred income 548,613 - - -
5,200,945 - 1,793,153 -

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group Company
2024 2023 2024 2023
(Unaudited) (Unaudited)
£    £    £    £   
Hire purchase contracts (see note 16) 252,660 - - -
Other creditors 2,649,507 - 2,649,507 -
2,902,167 - 2,649,507 -

16. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
2024 2023
(Unaudited
£    £   
Net obligations repayable:
Within one year 137,888 -
Between one and five years 252,660 -
390,548 -

Group
Non-cancellable operating leases
2024 2023
(Unaudited)
£    £   
Within one year 342,000 -
Between one and five years 1,344,000 -
In more than five years 112,500 -
1,798,500 -

FCS Corporation Limited (Registered number: 14411027)

Notes to the Consolidated Financial Statements - continued
for the year ended 30 June 2024

16. LEASING AGREEMENTS - continued

During the period non-cancellable operating lease payments of £302,250 have been recognised as an expense.

17. SECURED DEBTS

The following secured debts are included within creditors:

Group Company
2024 2023 2024 2023
(Unaudited) (Unaudited)
£    £    £    £   
Hire purchase contracts 390,548 - - -
Other creditors 3,711,419 - 3,711,419 -
4,101,967 - 3,711,419 -

A new charge, in favour of Mr. K. Williams, as the security trustee for the secured parties, was raised on 17th August 2023. The charge contains a negative pledge, floating charges and fixed charges over all freehold property, leasehold property or undertaking of the group.

18. FINANCIAL INSTRUMENTS

The carrying value of the group's financial assets and liabilities are summarised by category below:

2024 2023
Financial assets See note £ £
Measured at undiscounted amount receivable
- Debtors falling due within one year 13 3,368,174 -
- Debtors falling due after more than one year - -
3,368,174 -

Financial liabilities
Measured at amortised cost
- Creditors falling due within one year 14 1,061,912 -
- Creditors due after more than one year 15 2,649,507 -

Measured at undiscounted amount payable
- Bank loans and overdrafts and other loans - -
- Creditors falling due within one year 14 4,139,033 -
- Creditors due after more than one year 15 252,660 -
8,103,112 -

2024 2023
Income and expense £ £
Total expense for financial liabilities at amortised cost 277,900 -
Total income for financial assets at undiscounted amount receivable - -
Total expense for financial liabilities at undiscounted amount payable 14,351 -

FCS Corporation Limited (Registered number: 14411027)

Notes to the Consolidated Financial Statements - continued
for the year ended 30 June 2024

19. PROVISIONS FOR LIABILITIES

Group
2024 2023
(Unaudited
£    £   
Deferred tax 297,067 -

Group
Deferred
tax
£   
Provided during year 57,895
Deferred tax acquired in year 239,172
Balance at 30 June 2024 297,067

20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
960 Ordinary £1 960 960

Called up share capital
This represents the nominal value of the shares that have been issued.

21. RESERVES

Group
Retained
earnings
£   

At 1 July 2023 (100 )
Profit for the year 2,006,425
At 30 June 2024 2,006,325

Company
Retained
earnings
£   

At 1 July 2023 (100 )
Profit for the year 4,116,011
At 30 June 2024 4,115,911

Retained Earnings
This reserve includes all current and prior period retained profit and losses.

22. CONTINGENT LIABILITIES

As at both 30th June, 2024 and 30th June, 2023 there were no contingent liabilities.

FCS Corporation Limited (Registered number: 14411027)

Notes to the Consolidated Financial Statements - continued
for the year ended 30 June 2024

23. CAPITAL COMMITMENTS

As at both 30th June, 2024 and 30th June, 2023 there were no capital commitments.

24. RELATED PARTY DISCLOSURES

Entities with control, joint control or significant influence over the entity
2024 2023
(Unaudited)
£    £   
Amount due from related party 375,777 -

Key management personnel of the entity or its parent (in the aggregate)
2024 2023
(Unaudited)
£    £   
Amount due to related party 351,329 -

Other related parties
2024 2023
(Unaudited)
£    £   
Rent and service charges 303,683 -
Amount due to related party 401,512 -

At the balance sheet date, former directors and shareholders of Facilities & Corporate Solutions limited were due £3,711,419 for the purchase of the company. This amount is discounted to show its net present value.

FCS Corporation Limited (Registered number: 14411027)

Notes to the Consolidated Financial Statements - continued
for the year ended 30 June 2024

25. BUSINESS COMBINATION

On the 17th August 2023, FCS Corporation Limited acquired the entire shareholdings of Facilities & Corporate Solutions Limited for a total consideration of £8,558,945, including stamp duty and legal fees.

The directors have estimated the useful economic life of the goodwill to be 10 years.

The following table summaries the consideration paid by the Group, the fair value of the assets acquired and the liabilities assumed at the acquisition date.

Consideration at 17th August 2023
£
Cash 5,000,000
Deferred consideration 3,433,519
Directly attributable costs 125,426
Total consideration 8,558,945

For cash flow disclosure purposes the amounts are disclosed as follows:
£
Cash consideration 5,000,000
Directly attributable costs 125,426
5,125,426
Cash acquired on purchase of
subsidiary


(2,117,126

)
Net cash outflow 3,008,300

Recognised amounts of identifiable assets acquired and liabilities assumed

Book values Adjustments Fair value
£ £ £
Intangible assets 95,217 - 95,217
Tangible assets 1,571,389 - 1,571,389
Investment in associate (93,996 ) - (93,996 )
Stocks 126,567 - 126,567
Debtors 6,927,569 - 6,927,569
Cash 2,117,126 - 2,117,126
Bank overdrafts - - -
Creditors (3,003,447 ) - (3,003,447 )
Deferred tax liability (239,172 ) - (239,172 )
Total identifiable net assets 7,501,253 - 7,501,253

Goodwill 1,057,692
8,558,945

Deferred consideration is inclusive of both deferred and contingent consideration. Contingent consideration has been valued at that consistent with managements expectation of the liability which will be due. Total deferred consideration has been discounted, at a rate of 9.25%, being the Bank of England base rate plus 4%.

Of the deferred consideration, £982,400 is payable less than one year. The remaining £2,451,119 is payable in three annual instalments on the anniversary of the acquisition.

FCS Corporation Limited (Registered number: 14411027)

Notes to the Consolidated Financial Statements - continued
for the year ended 30 June 2024

The revenue from Facilities & Corporate Solutions Limited included in the consolidated income statement for 2024 was £15,427,204. The company also recorded a profit of £2,284,570 over the same period.