Company registration number 11824598 (England and Wales)
FLOUR POWER HOLDCO 2 LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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 - 10
FLOUR POWER HOLDCO 2 LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -
The directors present their annual report and financial statements for the year ended 31 March 2024.
PRINCIPAL ACTIVITIES
The principal activity of the company is that of a holding company.
RESULTS AND DIVIDENDS
The profit for the period, after taxation, amounted to £90,000 (2023: (£4,750)).
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.
GOING CONCERN
The directors have assessed the ability of the company and group to continue as a going concern. Group forecasts for the 12-month period to 31 March 2026 show an EBITDA of £0.5m and a net loss of £2.1m, with the group relying on refinancing of its senior debt facility (balance of £1m due in August 2025).
The Group has had positive engagement with lenders and working capital funding providers. At the time of writing this report, the business has secured substantial working capital funding to support the continued growth of its online business. In addition, meaningful progress has been made on the Group's business interruption insurance claim related to COVID-19. Combined, these developments are expected to provide the business with sufficient capacity to repay its incumbent lender within the facility timeframe. The Group continues to explore additional funding options as alternatives to the above.
In addition, the group’s primary shareholder, Causeway Capital Partners I LP, has confirmed that it does not intend to call its shareholder loan within 12 months of the date of these financial statements.
Hence the directors continue to adopt the going concern basis in the financial statements.
FLOUR POWER HOLDCO 2 LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
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
23 May 2025
FLOUR POWER HOLDCO 2 LIMITED
BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 3 -
2024
2023
Notes
£
£
FIXED ASSETS
Investment property
3
1,250,000
1,250,000
CURRENT ASSETS
-
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
5
(411,154)
(501,154)
NET CURRENT LIABILITIES
(411,154)
(501,154)
TOTAL ASSETS LESS CURRENT LIABILITIES
838,846
748,846
PROVISIONS FOR LIABILITIES
Deferred tax liability
6
(93,750)
(93,750)
NET ASSETS
745,096
655,096
CAPITAL AND RESERVES
Called up share capital
7
1,000
1,000
Revaluation reserve
281,250
281,250
Profit and loss reserves
462,846
372,846
TOTAL EQUITY
745,096
655,096
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
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 2024
- 4 -
Share capital
Revaluation reserve
Profit and loss reserves
Total
£
£
£
£
BALANCE AT 28 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)
(93,750)
Total comprehensive income
-
(93,750)
(4,750)
(98,500)
Transfers
-
93,750
93,750
BALANCE AT 31 MARCH 2023
1,000
281,250
372,846
655,096
YEAR ENDED 31 MARCH 2024:
Profit and total comprehensive income
-
-
90,000
90,000
BALANCE AT 31 MARCH 2024
1,000
281,250
462,846
745,096
FLOUR POWER HOLDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 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 31 March 2024 (2023: 52 week period ended 2 April 2023).
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
Going concern
The directors have assessed the ability of the company and group to continue as a going concern. Group forecasts for the 12-month period to 31 March 2026 show an EBITDA of £0.5m and a net loss of £2.1m, with the group relying on refinancing of its senior debt facility (balance of £1m due in August 2025).true
The Group has had positive engagement with lenders and working capital funding providers. At the time of writing this report, the business has secured substantial working capital funding to support the continued growth of its online business. In addition, meaningful progress has been made on the Group's business interruption insurance claim related to COVID-19. Combined, these developments are expected to provide the business with sufficient capacity to repay its incumbent lender within the facility timeframe. The Group continues to explore additional funding options as alternatives to the above.
In addition, the group’s primary shareholder, Causeway Capital Partners I LP, has confirmed that it does not intend to call its shareholder loan within 12 months of the date of these 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.
FLOUR POWER HOLDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
ACCOUNTING POLICIES
(Continued)
- 6 -
The whole turnover is attributable to income received from rental of property.
1.5
Investment property
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.
Property rented to a group entity is accounted for at fair value with changes in fair value recognised in profit or loss.
1.6
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.
1.7
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
FLOUR POWER HOLDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
ACCOUNTING POLICIES
(Continued)
- 7 -
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.
1.8
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.
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.
FLOUR POWER HOLDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 8 -
2
JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
INVESTMENT PROPERTY
2024
£
Fair value
At 1 April 2023 and 31 March 2024
1,250,000
The investment property 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. As at 31 March 2024, the directors have evaluated the investment property's value, considering factors such as the local market, potential uses, location, and condition. Based on their assessment, they conclude that the property's valuation at year-end stands at £1,250,000.
If investment property land and buildings had been accounted for under the historic cost and accounting rules, the property would have been measured as £875,000.
4
FINANCIAL INSTRUMENTS
2024
2023
£
£
Measured at amortised cost
411,154
501,154
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
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024
2023
£
£
Amounts owed to group undertakings
411,154
501,154
FLOUR POWER HOLDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 9 -
6
DEFERRED TAXATION
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2024
2023
Balances:
£
£
Investment property
93,750
93,750
There were no deferred tax movements in the year.
7
SHARE CAPITAL
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
ordinary shares of £1 each
1,000
1,000
1,000
1,000
8
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:
We draw attention to Note 5, which provides details on the valuation of the investment property held by the company. The directors have assessed the property's value based on their internal estimates and judgments, taking into account key factors such as the local market, the property's condition, and its location. Consequently, there is inherent uncertainty regarding the accuracy and reliability of this valuation. However, our opinion remains unmodified in respect of this matter.
Senior Statutory Auditor:
Jonathan Harrhy
Statutory Auditor:
Kilsby & Williams LLP
Date of audit report:
23 May 2025
FLOUR POWER HOLDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 10 -
9
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.
10
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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