Company registration number 11825450 (England and Wales)
FLOUR POWER GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 2 APRIL 2023
FLOUR POWER GROUP LIMITED
COMPANY INFORMATION
DIRECTORS
M R Scaife
C S Reid
V K Patel
M S Musselwhite
(Appointed 11 April 2023)
COMPANY NUMBER
11825450
REGISTERED OFFICE
146-156 Sarehole Road
Birmingham
B28 8DT
AUDITOR
Kilsby & Williams LLP
Cedar House
Hazell Drive
Newport
South Wales
NP10 8FY
FLOUR POWER GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 6
Independent auditor's report
7 - 11
Profit and loss account
12
Group balance sheet
13 - 14
Company balance sheet
15
Group statement of changes in equity
16
Company statement of changes in equity
17
Group statement of cash flows
18
Notes to the financial statements
19 - 45
FLOUR POWER GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 2 APRIL 2023
- 1 -
The directors present the strategic report for the year ended 2 April 2023.
THE BUSINESS REVIEW AND FUTURE DEVELOPMENTS
The financial period ended 2 April 2023 has been a period of restructure for the Patisserie Valerie group. During the financial period a group entity VP Retail Limited formerly known as Patisserie Valerie Retail Limited (PVRL) entered a voluntary liquidation. 2 leases have been assigned to Patisserie Valerie Stores Limited (PVSL) from PVRL and 3 further stores are being occupied under license.
Revenue of PVSL has increased by +42% year on year from £9.63m to £13.65m and generated breakeven EBITDA down from £0.24m in the previous year, being impacted by cost inflations particularly noted in raw material and labour costs which has negatively impacted gross margin.
Gross margin dropped by -3% due to inflated direct cost of sales which in turn has impacted operating margin.
Patisserie Valerie online continues to trade well with revenue up 5% on the prior year to £5.3m and accounted for 47% of the sales mix (2022: 49% of the sales mix).
Revenue from wholesale has seen considerable growth during the period with sales up 27% on the prior year and now contributing 36% of the sales mix.
Gross margin pre-exceptional cost of sales increased by 3% to 27% from careful cost management of labour and raw materials combined with modest price increases.
FUTURE DEVELOPMENTS
Looking to the future, the business is focused on developing new opportunities for more people to enjoy the company's handmade cakes and pastries. This will be done by creating new, convenient ways for customers to buy across all three channels and by introducing new handmade products for different occasions.
ENVIRONMENTAL SOCIAL AND GOVERNANCE (ESG) MATTERS
Patisserie Valerie recognises the importance of reducing its impact on the Environment, its broader social responsibilities and seeks to maintain appropriate standards of governance for a business of its size. These matters are reviewed and regularly discussed by the directors at board meetings. The group made considerable progress on a number of ESG matters during the financial year and during the subsequent period. The directors plan to include a more detailed summary of these initiatives in future annual report and accounts.
ECONOMY AND MARKET CONDITION
The impact of the current and future economic downturns and rising inflation costs is also a risk to the business. Having a diverse product offering with multiple price banding options enables the business to cater to all customer profiles.
Our vertically integrated business model along with careful procurement and fixed term pricing contracts protects the business from large unseen cost price increases.
SUPPLY CHAIN
Supply chain management and the sourcing of high quality raw materials is a key risk to the business to ensure our products are of the high standard expected by our customers and sourced at competitive prices. Supplier risk is also managed through alternative sourcing of or dual sourcing where appropriate.
FLOUR POWER GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 2 APRIL 2023
- 2 -
HEALTH AND SAFETY
The business recognises that the safety of customers and employees is imperative at that operational disruption can result from poor health and safety management. Therefore systems, and standards are in place to mitigate the risk across all areas of the business, which are subject to regular monitoring and review by senior management.
FINANCIAL KEY PERFORMANCE INDICATORS
The primary financial performance indicators are Revenue and EBITDA. The directors measure the performance of individual stores using these key metrics.
A summary of the financial key performance indicators is:
KEY PERFORMANCE INDICATORS
2023
2022
Turnover
25,286,615
25,369,380
Average number of employees
131
707
Operating margin
(4.9%)
9.8%
EBITDA pre exceptionals
(£2,019,117)
£3,378,696
Net current liabilities
(£1,606,768)
(£5,177,162)
DIRECTORS' STATEMENT OF COMPLIANCE WITH DUTY TO PROMOTE THE SUCCESS OF THE COMPANY
The directors have acted in the way they consider, in good faith, promotes the success of the group for the
benefit of its members as a whole, and in doing so have given regard to (amongst other matters):
OUR PEOPLE
The group is committed to being a responsible business. Our behaviour is aligned with the expectations of
our people, customers, shareholders, communities and society as a whole. People are at the heart of delivering quality products and service both internally and externally and we have continuous development programmes in order to keep our people up to date with the most modern processes. For our business to continue to succeed we continually manage our peoples performance and develop and bring through talent while ensuring we operate as efficiently as possible.
The group places considerable value on the involvement of its employees, and has continued to keep them informed on matters affecting them as employees and on various factors affecting the performance of the group.
DISABLED EMPLOYEES
FLOUR POWER GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 2 APRIL 2023
- 3 -
It is the group’s policy that all persons should be considered for employment training, career development and promotion on the basis of their abilities and aptitudes, regardless of physical ability, age, gender, sexual orientation, religion or ethnic origin.
Where existing employees become disabled, it is the group’s policy to provide continued employment wherever practical in the same or alternative position and to provide appropriate training to achieve this aim.
HEALTH AND SAFETY
The group promotes the health and safety of all its employees as well as suppliers, customers or visitors
whilst on our premises. We are committed as a group to prevent injury and ill health and strive towards
continual improvement in all our operations. We consult with our employees, who have an active participation in all our activities that have a safety related context to eliminate hazards and reduce risks.
MODERN SLAVERY ACT 2015
The group has defined policies on legislation, child labour, conditions of employment, wages and benefits,
health and safety and the environment. These policies include our policy of antislavery and zero tolerance of human trafficking.
The group undertakes all reasonable and practical steps to ensure that standards are being implemented
throughout the group's own operational and administrative business, along with that of our suppliers, in
addition to local legislation and regulations being complied with. Any instances of non-compliance will be assessed on a case by case basis with appropriate remedial action when required.
The group will only trade with those who fully comply with this policy or are taking verifiable steps towards full compliance. This statement is approved and will be reviewed on a timely basis by the full Board of Directors pursuant to section 54(1) of the Modern Slavery Act 2015.
CULTURE AND VALUES
The group recognised the importance of having the right corporate culture. Our long term success depends
on achieving our strategic goals the right fair way, so we look after the best interest of our shareholders,
customers, people, suppliers and other stakeholders
Mr M Scaife
Director
1 May 2025
FLOUR POWER GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 2 APRIL 2023
- 4 -
The directors present their annual report and financial statements for the year ended 2 April 2023.
PRINCIPAL ACTIVITIES
The principal activity of the group is the operation of cafes and restaurants in the United Kingdom, and also the operation of Patisserie Valerie online.
RESULTS AND DIVIDENDS
The loss for the period, after taxation, amounted to £3,594,694 (2022: profit £566,270). 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:
M R Scaife
C S Reid
J A Fleming
(Resigned 29 October 2024)
J L Hughes-Ward
(Resigned 24 January 2024)
V K Patel
M S Musselwhite
(Appointed 11 April 2023)
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 £3.302m with an EBITDA of £502k to 31 March 2025. The groups’ forecasts show that in the following 12 months to 31 March 2026 it will generate losses and EBITDA of £2,107,000 and £452,000 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.
FLOUR POWER GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 2 APRIL 2023
- 5 -
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 group and company, 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;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
STRATEGIC REPORT
The group has chosen in accordance with s414C(11) Companies Act 2006 to set out in the Strategic report information required by Schedule 7 of the Large and Medium sized Companies and Groups (Accounts and Reports) Regulation 2008 to be contained on the Directors’ report. It has done so in respect of discussion of future developments.true
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 auditor of the company 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 auditor of the company is aware of that information.
MEDIUM-SIZED COMPANIES EXEMPTION
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
FLOUR POWER GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 2 APRIL 2023
- 6 -
On behalf of the board
M R Scaife
Director
1 May 2025
FLOUR POWER GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FLOUR POWER GROUP LIMITED
- 7 -
Disclaimer of opinion
We were engaged to audit the financial statements of Flour Power Group Limited (the 'group') for the year ended 2 April 2023 which comprise the group profit and loss account, the group balance sheet, the company balance sheet, the group statement of cash flows, the group statement of changes in equity, the company statement of changes in equity and the notes to the financial statements, which include 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).
We do not express an opinion on the accompanying financial statements of the group. Because of the significance of the matters described in the basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.
Basis for disclaimer of opinion
We were unable to obtain sufficient appropriate audit evidence regarding the financial information for Patisserie Valerie Stores Limited or Patisserie Valerie Retail Limited which are significant to the consolidated financial statements. Patisserie Valerie Retail Limited entered liquidation in October 2022 with Patisserie Valerie Stores Limited following in January 2024. Due to the liquidation, we were unable to access the accounting records, supporting documentation or management representations for these subsidiaries. We were unable to perform alternative audit procedures to satisfy ourselves as to the accuracy and completeness of the financial information of these entities.
FLOUR POWER GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FLOUR POWER GROUP LIMITED
- 8 -
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
Opinions on other matters prescribed by the Companies Act 2006
Based on the significance of the matter described in the basis for disclaimer of opinion section of our report, we have been unable to form an opinion, whether based on the work undertaken in the course of our audit:
The information given in the strategic report and directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
Notwithstanding our disclaimer of opinion on the financial statements, in the light of the knowledge and understanding of the group and it's environment obtained in the course of the audit performed subject to the pervasive limitation described above, we have not identified material misstatements in the strategic report or the directors' report.
Arising from the limitation of our work referred to above:
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
returns adequate for our audit have not been received from branches not visited by us; or
the group financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made;
FLOUR POWER GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FLOUR POWER GROUP LIMITED
- 9 -
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 parent company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our responsibility is to conduct an audit of the group's financial statements in accordance with International Standards of Auditing (UK) and to issue an auditor's report. However because of the matter described in the basis for disclaimer of opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.
Detecting irregularities
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 gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and enquiries of legal counsel. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
FLOUR POWER GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FLOUR POWER GROUP LIMITED
- 10 -
•
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
•
Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
FLOUR POWER GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FLOUR POWER GROUP LIMITED
- 11 -
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 an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Jonathan Harrhy
Senior Statutory Auditor
For and on behalf of
Kilsby & Williams LLP
Chartered accountants & statutory auditor
Cedar House
Hazell Drive
Newport
South Wales
NP10 8FY
2 May 2025
FLOUR POWER GROUP LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 2 APRIL 2023
- 12 -
Continuing
Discontinued
2 April
Continuing
Discontinued
27 March
operations
operations
2023
operations
operations
2022
as restated
Notes
£
£
£
£
£
£
TURNOVER
3
22,953,308
2,333,306
25,286,614
17,791,675
7,577,705
25,369,380
Cost of sales
(10,622,380)
(1,093,630)
(11,716,010)
(8,153,942)
(2,130,760)
(10,284,702)
GROSS PROFIT
12,330,928
1,239,676
13,570,604
9,637,733
5,446,945
15,084,678
Administrative expenses
(13,770,271)
(2,086,943)
(15,857,214)
(8,507,613)
(5,749,888)
(14,257,501)
Other operating income
-
12,881
12,881
480,195
1,760,746
2,240,941
Exceptional item
4
(385,230)
118,978
(266,252)
(95,237)
(495,538)
(590,775)
OPERATING (LOSS)/PROFIT
5
(1,824,573)
(715,408)
(2,539,981)
1,515,078
962,265
2,477,343
Interest payable and similar expenses
8
(2,348,481)
-
(2,348,481)
(1,863,121)
-
(1,863,121)
Gain on disposal of subsidiary
-
1,293,768
1,293,768
-
-
-
(LOSS)/PROFIT BEFORE TAXATION
(4,173,054)
578,360
(3,594,694)
(348,043)
962,265
614,222
Tax on (loss)/profit
9
-
-
-
(47,952)
-
(47,952)
(LOSS)/PROFIT FOR THE FINANCIAL YEAR
24
(4,173,054)
578,360
(3,594,694)
(395,995)
962,265
566,270
(Loss)/profit for the financial year is all attributable to the owners of the parent company.
FLOUR POWER GROUP LIMITED
GROUP BALANCE SHEET
AS AT
2 APRIL 2023
02 April 2023
- 13 -
2 April 2023
27 March 2022
as restated
Notes
£
£
FIXED ASSETS
Goodwill
11
128,889
Other intangible assets
11
7,269
Total intangible assets
136,158
Tangible assets
12
1,970,120
2,240,184
1,970,120
2,376,342
CURRENT ASSETS
Stocks
15
1,273,649
1,592,542
Debtors
16
3,420,430
1,497,003
Cash at bank and in hand
821,798
1,064,903
5,515,877
4,154,448
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
17
(7,122,645)
(9,331,610)
NET CURRENT LIABILITIES
(1,606,768)
(5,177,162)
TOTAL ASSETS LESS CURRENT LIABILITIES
363,352
(2,800,820)
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
18
(21,083,884)
(14,288,800)
PROVISIONS FOR LIABILITIES
Deferred tax liability
20
(105,482)
(47,952)
NET LIABILITIES
(20,826,014)
(17,137,572)
CAPITAL AND RESERVES
Called up share capital
22
10,000
10,000
Revaluation reserve
24
281,250
375,000
Profit and loss reserves
24
(21,117,264)
(17,522,572)
TOTAL EQUITY
(20,826,014)
(17,137,572)
These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.
FLOUR POWER GROUP LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
2 APRIL 2023
02 April 2023
- 14 -
The financial statements were approved by the board of directors and authorised for issue on 1 May 2025 and are signed on its behalf by:
01 May 2025
M R Scaife
Director
Company registration number 11825450 (England and Wales)
FLOUR POWER GROUP LIMITED
COMPANY BALANCE SHEET
AS AT 2 APRIL 2023
02 April 2023
- 15 -
2 April 2023
27 March 2022
as restated
Notes
£
£
FIXED ASSETS
Investments
13
2,000
2,000
CURRENT ASSETS
Debtors
16
10,000
2,383,158
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
17
(404,000)
(2,375,158)
NET CURRENT (LIABILITIES)/ASSETS
(394,000)
8,000
TOTAL ASSETS LESS CURRENT LIABILITIES
(392,000)
10,000
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
18
(1,609,659)
-
NET (LIABILITIES)/ASSETS
(2,001,659)
10,000
CAPITAL AND RESERVES
Called up share capital
22
10,000
10,000
Profit and loss reserves
24
(2,011,659)
-
TOTAL EQUITY
(2,001,659)
10,000
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £2,011,659 (2022 - £0 profit).
The financial statements were approved by the board of directors and authorised for issue on 1 May 2025 and are signed on its behalf by:
01 May 2025
M R Scaife
Director
Company registration number 11825450 (England and Wales)
FLOUR POWER GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 2 APRIL 2023
- 16 -
Share capital
Revaluation reserve
Profit and loss reserves
Total
£
£
£
£
AS RESTATED FOR THE PERIOD ENDED 27 MARCH 2022:
BALANCE AT 1 APRIL 2021
10,000
375,000
(17,995,092)
(17,610,092)
Effect of change in accounting policy
-
-
(93,750)
(93,750)
AS RESTATED
10,000
375,000
(18,088,842)
(17,703,842)
YEAR ENDED 27 MARCH 2022:
Profit and total comprehensive income
-
-
566,270
566,270
BALANCE AT 27 MARCH 2022
10,000
375,000
(17,522,572)
(17,137,572)
YEAR ENDED 2 APRIL 2023:
Loss for the year
-
-
(3,594,694)
(3,594,694)
Other comprehensive income:
Tax relating to other comprehensive income
-
(93,750)
(93,750)
Total comprehensive income
-
(93,750)
(3,594,692)
(3,688,444)
BALANCE AT 2 APRIL 2023
10,000
281,250
(21,117,264)
(20,826,014)
FLOUR POWER GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 2 APRIL 2023
- 17 -
Share capital
Profit and loss reserves
Total
£
£
£
AS RESTATED FOR THE PERIOD ENDED 27 MARCH 2022:
BALANCE AT 1 APRIL 2021
10,000
10,000
YEAR ENDED 27 MARCH 2022:
Profit and total comprehensive income for the year
-
-
BALANCE AT 27 MARCH 2022
10,000
-
10,000
YEAR ENDED 2 APRIL 2023:
Profit and total comprehensive income
-
(2,011,659)
(2,011,659)
BALANCE AT 2 APRIL 2023
10,000
(2,011,659)
(2,001,659)
FLOUR POWER GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 2 APRIL 2023
- 18 -
2023
2022
as restated
Notes
£
£
CASH FLOWS FROM OPERATING ACTIVITIES
Profit/(Loss) for the year after tax
(3,594,694)
566,270
Adjustments for:
Taxation charged
47,952
Finance costs
2,348,481
1,863,121
Gain on disposal of subsidiaries
(1,292,768)
Amortisation and impairment of intangible assets
132,959
32,281
Depreciation and impairment of tangible fixed assets
121,653
278,295
Movements in working capital:
Decrease/(increase) in stocks
411,011
(489,065)
Increase in debtors
(2,358,830)
(194,106)
Increase/(decrease) in creditors
2,091,718
(780,746)
Cash (absorbed by)/generated from operations
(2,140,470)
1,324,002
Interest paid
(274,276)
-
Net cash inflow from operating activities
(2,414,746)
1,324,002
INVESTING ACTIVITIES
Purchase of tangible fixed assets
(585,995)
(593,107)
Net cash generated from investing activities
(585,995)
(593,107)
FINANCING ACTIVITIES
Proceeds from borrowings
3,121,135
-
Repayment of bank loans
(363,499)
(131,188)
Net cash generated from financing activities
2,757,636
(131,188)
NET INCREASE IN CASH AND CASH EQUIVALENTS
(243,105)
599,707
Cash and cash equivalents at beginning of year
1,064,903
465,196
CASH AND CASH EQUIVALENTS AT END OF YEAR
821,798
1,064,903
FLOUR POWER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 2 APRIL 2023
- 19 -
1
ACCOUNTING POLICIES
Company information
Flour Power Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 146-156 Sarehole Road, Birmingham, B28 8DT.
The group consists of Flour Power Group Limited and all of its subsidiaries.
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.
1.3
Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
FLOUR POWER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 2 APRIL 2023
1
ACCOUNTING POLICIES
(Continued)
- 20 -
1.4
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company Flour Power Group Limited together with all entities controlled by the parent company and subsidiaries.
All financial statements are made up to 2 April 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage
has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102:
- No cash flow statement has been prepared by the parent company;
- Disclosures in respect of financial instruments have not been presented, and;
- No disclosure has been given for the aggregate remuneration of key management personnel of the parent company as their remuneration is included in the totals of the group as a whole.
1.5
Going concern
The directors have evaluated the 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 £3.302m with an EBITDA of £502k to 31 March 2025. The groups’s forecasts show that in the following 12 months to 31 March 2026 it will generate losses and EBITDA of £2,107,000 and £452,000 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 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.
FLOUR POWER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 2 APRIL 2023
1
ACCOUNTING POLICIES
(Continued)
- 21 -
1.6
Turnover
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the group and the turnover can be 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. The following criteria must also be met before revenue is recognised:
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the group has transferred the significant risks and rewards of ownership to the buyer;
the group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of turnover can be measured reliably;
it is probable that the group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.
1.7
Intangible fixed assets - goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the group’s share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the consolidated statement of comprehensive income over it’s useful economic life of ten years.
1.8
Intangible fixed assets other than goodwill
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Amortisation is charged so as to allocate the cost of the assets less their residual value over their useful lives, using the straight line method.
Amortisation is provided on the following basis:
Software
- over 5 years
Brand
- over 5 years
Trademark
- over 5 years
Computer software
- over 5 years
FLOUR POWER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 2 APRIL 2023
1
ACCOUNTING POLICIES
(Continued)
- 22 -
1.9
Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Freehold property is stated at fair value which is determined annually by the directors and derived from the current market rates and property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specified asset.
Any revaluation surplus is recognised in other comprehensive income and credited to the revaluation surplus in equity. To the extent that any revaluation decrease or impairment loss has been recognised in the statement of comprehensive income, a revaluation increase is credited to the statement of comprehensive income with the remaining part of the increase recognised in other comprehensive income.
Any revaluation surplus remaining in equity on disposal is transferred to the profit and loss reserve in equity.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
No depreciation is charged on freehold property because the estimated residual values of the assets are not materially different from the carrying amount of the assets. The properties are fully maintained and repaired with all related costs expensed to the statement of comprehensive income.
Depreciation is provided on the following basis:
Freehold land and Buildings
- over 5 years
Leasehold Improvements
- over 5 years
Plant and equipment
- over 5 years
Fixtures and fittings
- over 5 years
Computer equipment
- over 3 years
The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised in the statement of comprehensive income.
FLOUR POWER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 2 APRIL 2023
1
ACCOUNTING POLICIES
(Continued)
- 23 -
1.10
Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. 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 group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.11
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
FLOUR POWER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 2 APRIL 2023
1
ACCOUNTING POLICIES
(Continued)
- 24 -
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.
1.12
Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in and first out basis. Finished goods include labour and overheads.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the statement of comprehensive income.
1.13
Cash and cash equivalents
Short term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
1.14
Financial instruments
The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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 GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 2 APRIL 2023
1
ACCOUNTING POLICIES
(Continued)
- 25 -
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.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 group after deducting all of its liabilities.
FLOUR POWER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 2 APRIL 2023
1
ACCOUNTING POLICIES
(Continued)
- 26 -
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.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
1.15
Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
1.16
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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
FLOUR POWER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 2 APRIL 2023
1
ACCOUNTING POLICIES
(Continued)
- 27 -
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 if, and only if, there is 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.
1.17
Provisions
Provisions are made where an event has taken place that gives the group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the statement of comprehensive income in the period that the group becomes aware of the obligation, and are measured at the best estimate at the statement of financial position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the statement of financial position.
1.18
Pensions
The group operates a defined contribution pension plan for its employees. A defined contribution pension plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations.
The contributions are recognised as an expense in the statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the statement of financial position. The assets of the plan are held separately from the group in independently administered funds.
FLOUR POWER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 2 APRIL 2023
1
ACCOUNTING POLICIES
(Continued)
- 28 -
1.19
Operating Leases
Rentals paid under operating leases are charged to the statement of comprehensive income on a straight line basis over the lease term.
Benefits received or receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee’s benefit from the use of the leased asset.
Where an operating lease in which the group is a lessee becomes onerous, the unrealised portion of lease incentives is recognised in the statement of comprehensive income and retained earnings at the date when the lease is deemed onerous.
The unavoidable costs payable under such a contract is recognised immediately in the statement of comprehensive income.
1.20
Government grants
Grants are accounted for under the accruals model as permitted by FRS 102. Grants of a revenue nature are recognised within "other income" within the statement of comprehensive income in the same period as the related expenditure. This includes the Government Coronavirus Job Retention Scheme ("Furlough"), Retail, Hospitality and Leisure Grants Fund ("RHLGF"), the Coronavirus Business Interruption Loan Scheme ("CBILS") and other retail, hospitality, and leisure grants and support awards issued by the Government.
1.21
Exceptional items are those that the group considered to be non-recurring and significant in size or nature.
1.22
Finance costs are charged to the statement of comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
1.23
Foreign currency translation
The company’s functional and presentational currency is GBP rounded to the nearest £.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
FLOUR POWER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 2 APRIL 2023
- 29 -
2
JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
Estimates and assumptions are used in the preparation of financial information. The estimates are based on the use of available information and the application of judgements. There were no areas of significant judgements which are applied to the preparation of the financial statements.
DEPRECIATION OF TANGIBLE ASSETS
Management estimate the useful economic life of tangible fixed assets. This estimate forms the basis of the depreciation charged to the statement of comprehensive income. Management estimates the useful life of assets with reference to past experience with similar assets and in particular with regards to leasehold improvements, the term of the related lease agreement.
OPERATING LEASES
Determine whether leases entered into by the group either as a lessor or a lessee are operating or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease-by-lease basis.
STOCK
Determine whether there are indicators of impairment of the group's stock held as at the period end. Factors taken into consideration in reaching such a decision include the assessment of the shelf life of the stock items held.
IMPAIRMENT
Determine whether there are indicators of impairment of the company's assets or cash generating units (CGUs). Impairment exists when the carrying value exceeds its recoverable amount, which is the higher of it’s fair value less cost of disposal and its value in use. The key assumption used to determine the recoverable amount from the different CGUs is store contribution.
TAXATION
The directors are required to determine the amount of deferred tax assets or liabilities that can be recognised, based upon likely timing and level of future taxable profits. Management judgement is required to estimate the availability and allocation of tax losses within the group, based upon the level of taxable profits across the group.
FLOUR POWER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 2 APRIL 2023
- 30 -
3
TURNOVER AND OTHER REVENUE
The whole of turnover is attributable to the principal activity of the group. All of the turnover originated and is delivered within the United Kingdom.
Analysis of turnover by class of business as as follows:
2023
2022
Turnover analysed by class of business
Retail sales
15,886,397
17,098,958
Online sales
5,325,038
5,073,533
Wholesale sales
4,075,179
3,196,889
25,286,614
25,369,380
2023
2022
£
£
Operating income
COVID-19 Government grants
12,881
1,234,069
Business interruption proceeds
-
1,006,872
4
EXCEPTIONAL ITEMS
2023
2022
£
£
Income
Exceptional item - Other operating income
1,293,768
-
Business Interruption Costs
138,754
-
1,432,522
-
Exceptional income, relates to the liquidation of Patiserie Valerie Retail Limited in the year.
Exceptional expenditure
The company incurred the following costs during the period which were deemed exceptional in nature
2023
2022
£
£
Restructure costs
101,784
77,820
Store closures
103,267
74,323
COVID employer costs
66,099
335,245
Business Interruption Costs
-
85,970
Financing costs
139,197
10,417
FLOUR POWER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 2 APRIL 2023
4
EXCEPTIONAL ITEMS
(Continued)
- 31 -
Charitable donations
9,778
7,000
Total
420,125
590,775
5
OPERATING (LOSS)/PROFIT
2023
2022
£
£
Operating (loss)/profit for the year is stated after charging:
Fees payable to the group's auditor for the audit of the group's financial statements
8,000
8,000
Depreciation of owned tangible fixed assets
121,653
278,295
Loss on disposal of tangible fixed assets
734,406
-
Amortisation of intangible assets
27,204
32,282
Impairment of intangible assets
105,755
Loss on disposal of intangible assets
3,199
-
Defined contribution pension costs
114,451
121,526
Operating lease rentals
2,045,380
2,444,501
6
EMPLOYEES
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Retail
-
464
-
-
Production
108
107
-
-
Management
31
136
-
-
Total
139
707
FLOUR POWER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 2 APRIL 2023
6
EMPLOYEES
(Continued)
- 32 -
Their aggregate remuneration comprised:
Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
8,088,553
8,592,468
Social security costs
588,537
561,759
-
-
Pension costs
115,772
121,526
8,792,862
9,275,753
7
DIRECTORS' REMUNERATION
2023
2022
£
£
Wages and salaries
338,950
296,737
Social security costs
46,999
38,813
Cost of defined contribution scheme
2,422
2,311
388,371
337,861
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£
£
Wages and social security costs
159,019
271,687
Cost of defined contribution scheme
1,321
1,321
During the period retirement benefits were accruing for 3 directors in respect of defined benefit contribution schemes.
The directors of the group are all considered to be part of key management personnel. All individuals who have authority and responsibility for planning, directing and controlling the activities of the group are considered to be key personnel.
FLOUR POWER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 2 APRIL 2023
- 33 -
8
INTEREST PAYABLE AND SIMILAR EXPENSES
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
216,832
-
Interest on invoice finance arrangements
57,444
Other interest on financial liabilities
2,074,205
1,863,121
2,348,481
1,863,121
9
TAXATION
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
36,220
Deferred tax
Origination and reversal of timing differences
11,732
Total tax charge
47,952
FLOUR POWER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 2 APRIL 2023
9
TAXATION
(Continued)
- 34 -
The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
(Loss)/profit before taxation
(3,594,694)
614,222
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
(682,992)
116,702
Tax effect of expenses that are not deductible in determining taxable profit
338,540
Permanent capital allowances in excess of depreciation
(1,321)
Under/(over) provided in prior years
(3,546)
Deferred tax asset not recognised
106,900
Marginal relief/rate difference
227,612
Fixed asset difference
14,807
(12,021)
Expenses not deductable for tax purposes
-
43,047
Income not deductable for tax purposes
-
(36,421)
Remeasurement of deferred tax for changes in tax rate
-
(922,346)
Super-deduction
-
858,991
Taxation charge
-
47,952
In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:
2023
2022
£
£
Deferred tax arising on:
Revaluation of property
93,750
-
FLOUR POWER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 2 APRIL 2023
- 35 -
10
DISCONTINUED OPERATIONS
The decision to wind down the operations of PV Retail Limited formed part of a wider strategic restructing plan undertaken by the Group to streamline operations, reduce costs and focus on core business segments with stronger long-term growth potential.
During the period presented, the discontinued operation engaged in substantial intercompany trading, purchasing goods from other group entities. These transactions were eliminated on consolidation in accordance with standard accounting treatment. However, this has resulted in the reported performance of the discontinued operation appearing disproportionately profitable, as the related cost of sales have been excluded while revenue from external sales remains.
To provide users of the financial statements with a more meaningful view of the discontinued operation's performance, the Profit & Loss account has been presented on a standalone basis, treating intercompany purchases as if they were transactions with third parties.
11
INTANGIBLE FIXED ASSETS
Group
Goodwill
Software
Brand
Trademark
Total
£
£
£
£
£
Cost
At 28 March 2022
198,291
12,707
20,003
1,281
232,282
Disposals
(12,707)
(1,281)
(13,988)
At 2 April 2023
198,291
20,003
218,294
Amortisation and impairment
At 28 March 2022
69,402
10,235
15,933
554
96,124
Amortisation charged for the year
23,134
4,070
27,204
Impairment losses
105,755
105,755
Disposals
(10,235)
(554)
(10,789)
At 2 April 2023
198,291
20,003
218,294
Carrying amount
At 2 April 2023
At 27 March 2022
128,889
2,472
4,070
727
136,158
The company had no intangible fixed assets at 2 April 2023 or 27 March 2022.
FLOUR POWER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 2 APRIL 2023
11
INTANGIBLE FIXED ASSETS
(Continued)
- 36 -
During the year, the group recognized an impairment loss of £105,755 (2022: £nil) relating to Goodwill.
The impairment losses were recognized due to changes in market conditions and revised expectations regarding future cash flows. The recoverable amounts of these assets were determined based on value in use. The carrying amount of intangible assets after impairment were £nil for Goodwill.
The group assessed the recoverable amount of the cash-generating unit to which the goodwill is allocated, and recognized an impairment loss of £105,755 during the year.
12
TANGIBLE FIXED ASSETS
Group
Freehold land and Buildings
Leasehold Improvements
Plant and equipment
Fixtures and fittings
Computer equipment
Total
£
£
£
£
£
£
Cost
At 28 March 2022
1,250,000
225,175
1,391,778
280,631
44,130
3,191,714
Additions
1,886
191,686
382,253
10,170
585,995
Disposals
(156,908)
(1,118,312)
(309,817)
(1,585,037)
At 2 April 2023
1,250,000
70,153
465,152
353,067
54,300
2,192,672
Depreciation and impairment
At 28 March 2022
154,595
715,991
68,370
12,574
951,530
Depreciation charged in the year
88,041
26,253
7,359
121,653
Eliminated in respect of disposals
(142,622)
(641,723)
(66,286)
(850,631)
At 2 April 2023
11,973
162,309
28,337
19,933
222,552
Carrying amount
At 2 April 2023
1,250,000
58,180
302,843
324,730
34,367
1,970,120
At 27 March 2022
1,250,000
70,580
675,787
212,261
31,556
2,240,184
The company had no tangible fixed assets at 2 April 2023 or 27 March 2022.
FLOUR POWER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 2 APRIL 2023
12
TANGIBLE FIXED ASSETS
(Continued)
- 37 -
The group's freehold land and buildings were valued on 28 August 2020 at fair value, determined by an independent, professionally qualified RICS valuer. The valuation was undertaken in accordance with the Royal Institution of Chartered Surveyors' Appraisal and Valuation Manual. The directors are of the opinion that the value of the revalued properties is not materially misstated at the balance sheet date.
The surplus on revaluation of freehold land and buildings arising of £375,000 (company - £nil) has been credited to the revaluation reserve in the period. All other tangible assets are restated as historical cost less depreciation and impairments.
The carrying value of land and buildings comprises:
Group
Company
2023
2022
2023
2022
£
£
£
£
Freehold
1,250,000
1,250,000
13
FIXED ASSET INVESTMENTS
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
14
2,000
2,000
MOVEMENTS IN FIXED ASSET INVESTMENTS
Company
Shares in subsidiaries
£
Cost or valuation
At 28 March 2022 and 2 April 2023
2,000
Carrying amount
At 2 April 2023
2,000
At 27 March 2022
2,000
14
SUBSIDIARIES
Details of the company's subsidiaries at 2 April 2023 are as follows:
FLOUR POWER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 2 APRIL 2023
14
SUBSIDIARIES
(Continued)
- 38 -
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Flour Power Holdco Limited
146-156 Sarehole Road, Birmingham, B28 8DT
Holding company
Ordinary
100.00
Flour Power Holdco 2 Limited
146-156 Sarehole Road, Birmingham, B28 8DT
Property company
Ordinary
100.00
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 Stores Limited*
146-156 Sarehole Road, Birmingham, B28 8DT
Café & Patisserie
Ordinary
100.00
On 12 October 2022, a voluntary liquidator was appointed to VP Retail Limited (formally known as Patisserie Valerie Retail Limited), which was previously a whole owned subsidiary of Flour Power Holdco Limited, a wholly owned subsidiary of Flour Power Group Limited.
15
STOCKS
Group
Company
2023
2022
2023
2022
£
£
£
£
Raw materials and consumables
918,895
724,615
-
-
Finished goods and goods for resale
354,754
867,927
1,273,649
1,592,542
-
-
16
DEBTORS
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
734,493
1,074,482
Amounts owed by group undertakings
-
-
-
2,373,158
Other debtors
1,480,534
26,380
10,000
10,000
Prepayments and accrued income
1,205,403
396,141
3,420,430
1,497,003
10,000
2,383,158
FLOUR POWER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 2 APRIL 2023
- 39 -
17
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans
19
402,000
2,375,158
402,000
2,375,158
Trade creditors
3,147,971
3,243,050
Amounts owed to group undertakings
2,000
Other taxation and social security
1,654,416
612,398
-
-
Other creditors
679,087
981,584
Accruals and deferred income
1,239,171
2,119,420
7,122,645
9,331,610
404,000
2,375,158
18
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
19
1,609,659
1,609,659
Other borrowings
19
19,474,225
14,288,800
21,083,884
14,288,800
1,609,659
-
19
LOANS AND OVERDRAFTS
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
2,011,659
2,375,158
2,011,659
2,375,158
Loans from group undertakings
19,474,225
14,288,800
21,485,884
16,663,958
2,011,659
2,375,158
Payable within one year
402,000
2,375,158
402,000
2,375,158
Payable after one year
21,083,884
14,288,800
1,609,659
FLOUR POWER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 2 APRIL 2023
19
LOANS AND OVERDRAFTS
(Continued)
- 40 -
Shareholder loans due to Causeway Capital are repayable on demand, however we have written confirmation that Causeway Capital do not intend on calling this in within 12 months of the audit report date. Shareholder loans attract an interest rate of 12% per annum.
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.
The bank loan represents a senior secured loan provided by ThinCats under the the Government backed Coronavirus Business Interruption Loan Scheme (CBILS).
£1,250,000 is repayable in in monthly instalments of £34,723 which commenced on November 2021. The remainder of the loan is due for repayment in August 2025.
Bank loans are secured by fixed and floating charges on property and IP held within the group.
20
DEFERRED TAXATION
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
Liabilities
2023
2022
Group
£
£
Accelerated capital allowances
11,732
47,952
Investment property
93,750
-
105,482
47,952
The company has no deferred tax assets or liabilities.
FLOUR POWER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 2 APRIL 2023
20
DEFERRED TAXATION
(Continued)
- 41 -
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 28 March 2022
47,952
-
Credit to profit or loss
(36,220)
-
Other
93,750
-
Liability at 2 April 2023
105,482
-
The deferred tax liability set out above is not expected to reverse within 12 months and relates to accelerated capital allowances and investment properties.
21
RETIREMENT BENEFIT SCHEMES
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
115,772
121,526
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
22
SHARE CAPITAL
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
of £1 each
10,000
10,000
10,000
10,000
23
CONTINGENT ASSET
Flour Power Group Limited is pursuing a legal claim in relation to a Business Interruption Insurance Claim which remains outstanding with the groups insurers. Based on legal advice received, management consider it probable that the claim will result in a favourable settlement. However, as of the reporting date the matter remains unresolved. Due to the claim being ongoing, it is not possible to reliably estimate the figure.
FLOUR POWER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 2 APRIL 2023
- 42 -
24
RESERVES
Profit and loss account
Includes cumulative profit and loss, net of distributions to owners.
Revaluation reserve
Includes gains or losses on the revaluation of tangible fixed assets.
25
DISPOSALS
On 12 October 2022 the group disposed of its 100% holding in PV Retail Limited. Included in these financial statements are profits of £1,292,768 arising from the company's interests in PV Retail Limited up to the date of its disposal.
Net assets disposed of
£
Intangible assets
3,197
Property, plant and equipment
734,405
Trade and other receivables
425,493
Inventories
(92,118)
Trade and other payables
(2,327,525)
Deferred tax
(36,220)
Gain on disposal
(1,292,768)
Total consideration
-
The consideration was satisfied by:
£
-
FLOUR POWER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 2 APRIL 2023
- 43 -
26
OPERATING LEASE COMMITMENTS
Commitments under operating leases
At 2 April 2023 the group had future minimum lease payments under non-cancellable operating leases as follows:
Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
1,410,040
2,070,495
-
-
Between two and five years
4,690,327
7,049,694
-
-
In over five years
2,101,265
3,801,303
-
-
8,201,632
12,921,492
-
-
As a the balance sheet date, the Group had operating lease commitments as disclosed above. However, subsequent to the year-end, the companies have entered into liquidation. As a result, the operating lease obligations were only partially settled before the cessation of operations.
27
RELATED PARTY TRANSACTIONS
Transactions with related parties
In accordance with Financial reporting Standard 102, Related Party Disclosures, the group has taken advantage of the exemption available to the parent of the wholly owned subsidiaries not to disclose transactions with related parties within the group.
During the year the group entered into transactions in the ordinary course of business with a company related through a common shareholder. Transactions entered into and trading balances outstanding at 2 April 2023 were as follows:
Purchases
Purchases
2023
2022
£
£
Group
Related common shareholder
260,335
-
FLOUR POWER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 2 APRIL 2023
27
RELATED PARTY TRANSACTIONS
(Continued)
- 44 -
The following amounts were outstanding at the reporting end date:
Amounts due to related parties
2023
2022
£
£
Group
Related common shareholder
62,584
11,177
28
CONTROLLING PARTY
The immediate and ultimate parent undertaking is Causeway Capital Partners 1 LP a Limited Partnership Registered in the United Kingdom. In the opinion of the directors, there is no controlling party.
29
POST BALANCE SHEET EVENT
On the 5th of January 2024 one of the Flour Power Group entities, Patisserie Valerie Stores Limited, entered into a Creditors voluntary liquidation.
Paul Michael Davies and Susan Rosemary Staunton of James Cowper Kreston were appointed as joint liquidators from this date.
Cakeco 11652 Limited, a connected company by virtue of common directorship and shareholding, were granted a licence to occupy for a number of the Company's trading premises.
On 23 July 2023 the parent company has written off accrued interest under the loan agreement. £6,383,613 had been accrued to 2 April 2023.
30
ANALYSIS OF CHANGES IN NET DEBT - GROUP
28 March 2022
Cash flows
Interest charged
2 April 2023
£
£
£
£
Cash at bank and in hand
1,064,903
(243,105)
-
821,798
Borrowings excluding overdrafts
(16,663,958)
(2,747,721)
(2,074,205)
(21,485,884)
(15,599,055)
(2,990,826)
(2,074,205)
(20,664,086)
FLOUR POWER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 2 APRIL 2023
- 45 -
31
ANALYSIS OF CHANGES IN NET DEBT - COMPANY
28 March 2022
Cash flows
2 April 2023
£
£
£
Borrowings excluding overdrafts
(2,375,158)
363,499
(2,011,659)
32
PRIOR PERIOD ADJUSTMENT
RECONCILIATION OF CHANGES IN EQUITY - GROUP
The prior period adjustments do not give rise to any effect upon equity.
ANALYSIS OF THE EFFECT UPON EQUITY
Revaluation reserve
-
93,750
Profit and loss reserves
-
(93,750)
-
-
RECONCILIATION OF CHANGES IN PROFIT FOR THE PREVIOUS FINANCIAL PERIOD
2022
£
ADJUSTMENTS TO PRIOR YEAR
Total adjustments
-
Profit as previously reported
566,270
Profit as adjusted
566,270
RECONCILIATION OF CHANGES IN EQUITY - COMPANY
The prior period adjustments do not give rise to any effect upon equity.
RECONCILIATION OF CHANGES IN PROFIT FOR THE PREVIOUS FINANCIAL PERIOD
2022
£
ADJUSTMENTS TO PRIOR YEAR
Total adjustments
-
Profit as previously reported
-
Profit as adjusted
-
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