Company registration number 11824809 (England and Wales)
FLOUR POWER HOLDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
FLOUR POWER HOLDCO LIMITED
CONTENTS
Page
Directors' report
1 - 2
Balance sheet
3
Statement of changes in equity
4
Notes to the financial statements
5 - 10
FLOUR POWER HOLDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2023
- 1 -
The directors present their 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 holding company.
DIRECTORS
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr M R Scaife
Mr J A Fleming
(Resigned 29 October 2024)
Mr V K Patel
Mrs J L Hughes-Ward
(Resigned 24 January 2024)
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the annual report 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 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; 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.
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.
FLOUR POWER HOLDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 2 -
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 HOLDCO LIMITED
BALANCE SHEET
AS AT
31 MARCH 2023
31 March 2023
- 3 -
31 March 2023
27 March 2022
Notes
£
£
FIXED ASSETS
Investments
4
1,000
3,000
CURRENT ASSETS
Debtors
6
1,000
1,000
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
7
(3,000)
(3,000)
NET CURRENT LIABILITIES
(2,000)
(2,000)
NET (LIABILITIES)/ASSETS
(1,000)
1,000
CAPITAL AND RESERVES
Called up share capital
9
1,000
1,000
Profit and loss reserves
(2,000)
TOTAL EQUITY
(1,000)
1,000
The directors of the company have 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 11824809 (England and Wales)
FLOUR POWER HOLDCO 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
1,000
YEAR ENDED 27 MARCH 2022:
Profit and total comprehensive income
-
BALANCE AT 27 MARCH 2022
1,000
1,000
YEAR ENDED 31 MARCH 2023:
Loss and total comprehensive income
-
(2,000)
(2,000)
BALANCE AT 31 MARCH 2023
1,000
(2,000)
(1,000)
FLOUR POWER HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
- 5 -
1
ACCOUNTING POLICIES
Company information
Flour Power Holdco 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 HOLDCO 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
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
FLOUR POWER HOLDCO 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.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
FLOUR POWER HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 8 -
2
JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the company’s accounting policies, the directors are 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
OPERATING LOSS
Directors are remunerated by other group companies. The directors consider that their role for the company was incidental to their wider role within the group. The company had no employees throughout this period.
Audit fees are borne by other group companies.
4
FIXED ASSET INVESTMENTS
2023
2022
Notes
£
£
Investments in subsidiaries
5
1,000
3,000
MOVEMENTS IN FIXED ASSET INVESTMENTS
Shares in subsidiaries
£
Cost or valuation
At 28 March 2022 & 31 March 2023
3,000
Impairment
At 28 March 2022
Impairment losses
2,000
At 31 March 2023
2,000
Carrying amount
At 31 March 2023
1,000
At 27 March 2022
3,000
FLOUR POWER HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 9 -
5
SUBSIDIARIES
Details of the company's subsidiaries at 31 March 2023 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Flour Power Marketing Limited
146-156 Sarehole Road, Birmingham, B28 8DT
Marketing Services
Ordinary
100.00
Patisserie Valerie Production Limited *
146-156 Sarehole Road, Birmingham, B28 8DT
Bakery
Ordinary
100.00
Patisserie Valerie Retail Limited **
146-156 Sarehole Road, Birmingham, B28 8DT
Cafe & Patisserie
Ordinary
100.00
Patisserie Valerie Stores Limited ***
146-156 Sarehole Road, Birmingham, B28 8DT
Cafe & Patisserie
Ordinary
100.00
*Due to adverse trading results, an impairment charge has been recognised against the carrying value of the Patisserie Valerie Production investment.
**On 26 September 2022, VP Retail Limited (formerly known as Patisserie Valerie Retail Limited) entered into a Creditors Voluntary Liquidation. An impairment charge has been recognised against the carrying value of the investment.
***On 17 January 2024 Patisserie Valerie Stores entered into a Creditors Voluntary Liquidation. An impairment charge has been recognised against the carrying value of the investment.
6
DEBTORS
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
1,000
1,000
7
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023
2022
£
£
Amounts owed to group undertakings
3,000
3,000
8
FINANCIAL INSTRUMENTS
2023
2022
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
1,000
1,000
Measured at amortised cost
3,000
3,000
FLOUR POWER HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
8
FINANCIAL INSTRUMENTS
(Continued)
- 10 -
Financial assets measured at amortised cost comprise amounts owed by group undertakings.
Financial liabilities measured at amoritsed cost comprise amounts owed by group undertakings.
9
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
10
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
11
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.
12
ULTIMATE CONTROLLING PARTY
The immediate parent undertaking is Flour Power Group Limited, a company registered in England and Wales. Flour Power Group Limited is 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.
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