Company registration number 11824598 (England and Wales)
FLOUR POWER HOLDCO 2 LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
FLOUR POWER HOLDCO 2 LIMITED
CONTENTS
Page
Directors' report
1 - 2
Balance sheet
3
Statement of changes in equity
4
Notes to the financial statements
5 - 12
FLOUR POWER HOLDCO 2 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 is that of a holding company.
RESULTS AND DIVIDENDS

The profit or the period, after taxation, amounted to £90,000 (2022: £90,000).

The directors do not recommend the payment of a dividend.

 

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 Huges-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.

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 2 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 2 LIMITED
BALANCE SHEET
AS AT 31 MARCH 2023
31 March 2023
- 3 -
31 March 2023
27 March 2022
Notes
£
£
FIXED ASSETS
Tangible assets
3
1,250,000
1,250,000
CURRENT ASSETS
Debtors
5
-
0
1,000
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
6
(501,154)
(591,154)
NET CURRENT LIABILITIES
(501,154)
(590,154)
TOTAL ASSETS LESS CURRENT LIABILITIES
748,846
659,846
PROVISIONS FOR LIABILITIES
Deferred tax liability
7
(93,750)
-
0
NET ASSETS
655,096
659,846
CAPITAL AND RESERVES
Called up share capital
8
1,000
1,000
Revaluation reserve
281,250
375,000
Profit and loss reserves
372,846
283,846
TOTAL EQUITY
655,096
659,846

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 11824598 (England and Wales)
FLOUR POWER HOLDCO 2 LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023
- 4 -
Share capital
Revaluation reserve
Profit and loss reserves
Total
£
£
£
£
BALANCE AT 29 MARCH 2021
1,000
375,000
193,846
569,846
YEAR ENDED 27 MARCH 2022:
Profit and total comprehensive income
-
-
90,000
90,000
BALANCE AT 27 MARCH 2022
1,000
375,000
283,846
659,846
YEAR ENDED 31 MARCH 2023:
Loss
-
-
(4,750)
(4,750)
Other comprehensive income:
Tax relating to other comprehensive income
-
(93,750)
-
0
(93,750)
Total comprehensive income
-
(93,750)
(4,750)
(98,500)
Other movements
-
-
93,750
93,750
BALANCE AT 31 MARCH 2023
1,000
281,250
372,846
655,096
FLOUR POWER HOLDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
- 5 -
1
ACCOUNTING POLICIES
Company information

Flour Power Holdco 2 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:

 

 

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 2 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 to the extent that it is probable that the economic benefits will flow to the group and the turnover can ben reliably measured. Turnover is a measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

 

Rental income is credited to the statement of comprehensive income on a straight line basis over the term of the relevant lease. Any amounts paid or payable as a lease incentive are recognised as a reduction to income over the term of the lease on a straight line basis.

 

The whole turnover is attributable to income received from rental of property.

1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
Not depreciated

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

FLOUR POWER HOLDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
ACCOUNTING POLICIES
(Continued)
- 7 -
1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.8
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.

FLOUR POWER HOLDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
ACCOUNTING POLICIES
(Continued)
- 8 -
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.

1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

FLOUR POWER HOLDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
ACCOUNTING POLICIES
(Continued)
- 9 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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
TANGIBLE FIXED ASSETS
Freehold land and buildings
£
Cost
At 28 March 2022 and 31 March 2023
1,250,000
Depreciation and impairment
At 28 March 2022 and 31 March 2023
-
0
Carrying amount
At 31 March 2023
1,250,000
At 27 March 2022
1,250,000
FLOUR POWER HOLDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 10 -
4
FINANCIAL INSTRUMENTS
2023
2022
£
£
Debt instruments measured at amortised cost
-
1,000
Measured at amortised cost
501,154
591,154
Financial assets measured at amortised cost comprise amounts owed by group undertakings.
Financial liabilities measured at amortised cost comprise amounts owed to group undertakings.
5
DEBTORS
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
-
0
1,000
6
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023
2022
£
£
Amounts owed to group undertakings
501,154
591,154
7
DEFERRED TAXATION

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2023
2022
Balances:
£
£
Investment property
93,750
-
FLOUR POWER HOLDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
7
DEFERRED TAXATION
(Continued)
- 11 -
2023
Movements in the year:
£
Liability at 28 March 2022
-
0
Other
93,750
Liability at 31 March 2023
93,750

 

8
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
9
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
10
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.

FLOUR POWER HOLDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 12 -
11
ULTIMATE CONTROLLING PARTY

The immediate parent undertaking is Flour Power Group Limited, a company registered in the England and Wales. Flour Power Group Limited is the 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.

 

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