Company registration number 11825063 (England and Wales)
FLOUR POWER MARKETING LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
FLOUR POWER MARKETING LIMITED
CONTENTS
Page
Director's report
1 - 2
Balance sheet
3
Statement of changes in equity
4
Notes to the financial statements
5 - 8
FLOUR POWER MARKETING LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 MARCH 2023
- 1 -
The director presents his annual report and financial statements for the year ended 31 March 2023.
PRINCIPAL ACTIVITIES
The principal activity of the company continued to be that of a management services company.
RESULTS AND DIVIDENDS
The loss for the period, after taxation, amounted to £50,562 (2022: £38,816 loss).
The directors do not recommend the payment of a dividend.
DIRECTOR
The director who held office during the year and up to the date of signature of the financial statements was as follows:
Mr M R Scaife
Mr J A Fleming
(Resigned 29 October 2024)
Mrs J L Hughes-Ward
(Resigned 24 January 2024)
STATEMENT OF DIRECTOR'S RESPONSIBILITIES
Directors' responsibilities
The directors are responsible for preparing the directors’ report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial period. 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), including Financial
Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company 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;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
FLOUR POWER MARKETING LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 2 -
STATEMENT OF DISCLOSURE TO AUDITOR
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
GOING CONCERN
The directors have evaluated the company and group’s ability to continue as a going concern, considering its financial position and future obligations. Post year end the results of the group shows losses of £2,530,108 with an EBITDA of £198,633 to 31 January 2025. The groups’ forecasts show that in the following 12 months to 31 January 2026 it will generate losses and EBITDA of £1,813,000 and £600,000 respectively. Outstanding amounts owed to the group’s senior lender, totalling £1.15 million, are due for repayment on 10 August 2025. The group is actively engaged in discussions with its lenders to refinance this facility and, based on the progress of these discussions and the improving trade performance of the group, the directors are reasonably confident that the refinancing will be completed within the required timeframe. The directors expect the debt to be refinanced over a further 5 years.
Additionally, the parent company and senior secured creditor, Causeway Capital Partners 1 LP, has confirmed they do not intend to demand repayment of shareholder loans for at least 12 months from the approval date of these financial statements.
Considering these factors, the directors have prepared detailed cash flow forecasts and conducted sensitivity analyses to assess various reasonable scenarios. These projections indicate that the company and group is expected to have sufficient resources to meet its financial obligations as they arise for the foreseeable future. Hence, the directors continue to adopt the going concern basis in the financial statements.
Hence the directors continue to adopt the going concern basis in the financial statements.
SMALL COMPANIES EXEMPTION
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
Mr M R Scaife
DIRECTOR
17 March 2025
FLOUR POWER MARKETING LIMITED
BALANCE SHEET
AS AT 31 MARCH 2023
31 March 2023
- 3 -
31 March 2023
27 March 2022
Notes
£
£
CURRENT ASSETS
Debtors
4
175,654
NET CURRENT ASSETS
-
175,654
CAPITAL AND RESERVES
-
Called up share capital
5
1,000
1,000
Profit and loss reserves
(1,000)
174,654
TOTAL EQUITY
175,654
The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 17 March 2025 and are signed on its behalf by:
Mr M R Scaife
Director
Company registration number 11825063 (England and Wales)
FLOUR POWER MARKETING LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023
- 4 -
Share capital
Profit and loss reserves
Total
£
£
£
BALANCE AT 29 MARCH 2021
1,000
213,470
214,470
YEAR ENDED 27 MARCH 2022:
Loss and total comprehensive income
-
(38,816)
(38,816)
BALANCE AT 27 MARCH 2022
1,000
174,654
175,654
YEAR ENDED 31 MARCH 2023:
Loss and total comprehensive income
-
(175,654)
(175,654)
BALANCE AT 31 MARCH 2023
1,000
(1,000)
FLOUR POWER MARKETING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
- 5 -
1
ACCOUNTING POLICIES
Company information
Flour Power Marketing Limited is a private company limited by shares incorporated in England and Wales. The registered office is 146-156 Sarehole Road, Birmingham, B28 8DT.
1.1
Reporting period
The financial statements are for a period of 52 weeks ended 2 April 2023 (2022: 52 week period ended 27 March 2022).
1.2
Accounting convention
These financial statements have been prepared in accordance with 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
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:
Section 7 ‘Statement of Cash Flows': Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments' and Section 12 ‘Other Financial Instrument Issues: Interest income/xpense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment': Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures': Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Flour Power Group Limited. These consolidated financial statements are available from its registered office, 146-156 Sarehole Road, Birmingham, B28 8DT
FLOUR POWER MARKETING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
ACCOUNTING POLICIES
(Continued)
- 6 -
1.3
Going concern
The directors have evaluated the company and group’s ability to continue as a going concern, considering its financial position and future obligations. Post year end the results of the group shows losses of £2,530,108 with an EBITDA of £198,633 to 31 January 2025. The groups’ forecasts show that in the following 12 months to 31 January 2026 it will generate losses and EBITDA of £1,813,000 and £600,000 respectively. Outstanding amounts owed to the group’s senior lender, totalling £1.15 million, are due for repayment on 10 August 2025. The group is actively engaged in discussions with its lenders to refinance this facility and, based on the progress of these discussions and the improving trade performance of the group, the directors are reasonably confident that the refinancing will be completed within the required timeframe. The directors expect the debt to be refinanced over a further 5 years. true
Additionally, the parent company and senior secured creditor, Causeway Capital Partners 1 LP, has confirmed they do not intend to demand repayment of shareholder loans for at least 12 months from the approval date of these financial statements.
Considering these factors, the directors have prepared detailed cash flow forecasts and conducted sensitivity analyses to assess various reasonable scenarios. These projections indicate that the company and group is expected to have sufficient resources to meet its financial obligations as they arise for the foreseeable future. Hence, the directors continue to adopt the going concern basis in the financial statements.
Hence the directors continue to adopt the going concern basis in the financial statements.
1.4
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
FLOUR POWER MARKETING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
ACCOUNTING POLICIES
(Continued)
- 7 -
1.5
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
2
JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
FINANCIAL INSTRUMENTS
2023
2022
£
£
Financial assets that are debt
175,654
Financial assets measured at amortised cost comprise amounts owed by group undertakings.
4
DEBTORS
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
175,654
FLOUR POWER MARKETING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 8 -
5
SHARE CAPITAL
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1,000
1,000
1,000
1,000
6
AUDIT REPORT INFORMATION
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is unqualified and includes the following:
Senior Statutory Auditor:
Jonathan Harrhy
Statutory Auditor:
Kilsby & Williams LLP
Date of audit report:
18 March 2025
7
FINANCIAL COMMITMENTS, GUARANTEES AND CONTINGENT LIABILITIES
Causeway Capital Partners 1 LP are a secured creditor by way of a charge over the Group’s tangible fixed assets, current assets, investments and proceeds from any insurance policy claims and rank ahead of any unsecured creditors.
8
ULTIMATE CONTROLLING PARTY
The immediate parent undertaking is Flour Power Holdco Limited, a company registered in England and Wales. Flour Power Group Limited, a company registered in England and Wales, is head of the largest group into which the company’s results are consolidated. A copy of the group accounts can be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.
The ultimate parent undertaking is Causeway Capital Partners 1 LP a Limited Partnership registered in Ireland. There is no ultimate controlling party.