FSP (2004) Limited - Limited company accounts 25.1

REGISTERED NUMBER: SC269407 (Scotland)

Report of the Directors and

Audited Financial Statements

for the Year Ended 31 March 2025

for

FSP (2004) Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Profit and Loss Account

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

C S Goldie

S J Bell

D G Hall

Mrs A E Cox

SECRETARY:

M Goudie

REGISTERED OFFICE:

8 Stephenson Place

Hamilton International Technology Park

Blantyre

G72 0LH

REGISTERED NUMBER:

SC269407 (Scotland)

INDEPENDENT AUDITORS:

Gillespie & Anderson

Statutory Auditors

Chartered Accountants

147 Bath Street

Glasgow

G2 4SN

The directors present their report with the financial statements of the company for the year ended 31 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the provision of plant and machinery to the SB Rail Joint Venture.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report.

C S Goldie

S J Bell

D G Hall

Other changes in directors holding office are as follows:

K A Kirchberger - resigned 25 July 2024

Mrs A E Cox - appointed 25 July 2024

DIRECTORS' LIABILITIES

Under their respective Articles of Association, the directors of the Company are, and were during the year to 31 March 2025, entitled to be indemnified by the Company against liabilities and costs incurred in connection with the execution of their duties or the exercise of their powers, to the extent permitted by the Companies Act 2006.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Gillespie & Anderson, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

C S Goldie - Director

5 November 2025

Opinion

We have audited the financial statements of FSP (2004) Limited (the 'company') for the year ended 31 March 2025 which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of 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).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and the provisions available for small entities, in the circumstances set out in note ten to the financial statements, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach and assessment were as follows:

The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations.

Enquire of management and review supporting documentation concerning the company's policies and procedures relating to:

- identify, evaluate and comply with laws and regulations and their awareness of any instances of non-compliance;

- detect and respond to the risks of irregularities, fraud and their knowledge of any actual, suspected or alleged fraud;

- internal controls established to mitigate risks related to, unusual items, fraud or non-compliance with laws and regulations.

Obtain an understanding of the legal and regulatory framework that the company operates in, focusing on those laws and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations of the company. The key laws and regulations we considered in this context included the Companies Act 2006 and Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", together with health and safety regulations, money laundering regulations, and data protection legislation.

Discuss among the engagement team how and where irregularities might occur in the financial statements and potential indicators of fraud. Identify potential audit risks in relation to income recognition, authorisation of expenses and possible management override of controls.

Communicate relevant identified laws and regulations and potential irregularity risks to all engagement team members and remain alert to any indications of unusual items, fraud or non-compliance with laws and regulations throughout the audit.

Review all Minutes of Meetings of those charged with governance, reports and correspondence with HMRC and legal advisers.

Perform audit testing which covers the audit assumptions of: existence, completeness, rights and obligations, accuracy and valuation in respect of income recognition and expenditure incurred.

Evaluate the overall presentation, structure and content of the financial statements, including disclosures, by performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to an irregularity or fraud. Agree financial statement disclosures to underlying documents.

Assess whether the financial statements represent the underlying transactions and events in a manner that achieves compliance with relevant laws and regulations.

To address the risk of fraud through management override of controls and management bias, we: assess the rationale behind significant or unusual transactions identified through audit testing and assess where management judgement used in determining accounting estimates were indicative of potential bias.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the Directors and other management and the inspection of regulatory and legal correspondence.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

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 a Report of the Auditors 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.

Alastair Stewart BA (Hons) CA (Senior Statutory Auditor)

for and on behalf of Gillespie & Anderson

Statutory Auditors

Chartered Accountants

147 Bath Street

Glasgow

G2 4SN

5 November 2025

TURNOVER

35,756

37,725

Cost of sales

-

7,731

GROSS PROFIT

35,756

29,994

Administrative expenses

1,103

8,280

OPERATING PROFIT

4

34,653

21,714

Interest payable and similar expenses

5

21,643

23,511

PROFIT/(LOSS) BEFORE TAXATION

13,010

(1,797

)

Tax on profit/(loss)

2,510

(304

)

PROFIT/(LOSS) FOR THE FINANCIAL
YEAR

10,500

(1,493

)

CURRENT ASSETS

Debtors

7

21,030

22,124

Cash at bank

367,026

368,636

388,056

390,760

CREDITORS

Amounts falling due within one year

8

51,819

65,023

NET CURRENT ASSETS

336,237

325,737

TOTAL ASSETS LESS CURRENT
LIABILITIES

336,237

325,737

CAPITAL AND RESERVES

Called up share capital

100

Retained earnings

336,137

325,637

336,237

325,737

The financial statements have been prepared 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 5 November 2025 and were signed on its behalf by:

C S Goldie - Director

D G Hall - Director

Called up

share

Retained

Total

capital

earnings

equity

£

Balance at 1 April 2023

100

327,130

327,230

Changes in equity

Total comprehensive income

-

(1,493

)

(1,493

)

Balance at 31 March 2024

100

325,637

325,737

Changes in equity

Total comprehensive income

-

10,500

Balance at 31 March 2025

100

336,137

336,237

1.	STATUTORY INFORMATION

FSP (2004) Limited is a private company, limited by shares, registered in Scotland. The company's registered number is SC269407 and the registered office is 8 Stephenson Place, Hamilton International Technology Park, Blantyre, G72 0LH.

The presentation currency of the financial statements is the Pound Sterling (£) which is the functional currency of the company.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going Concern

The financial statements are prepared on the going concern basis of accounting as the directors have a reasonable expectation that the company will continue to provide machinery to the SB Rail Joint Venture, and has adequate resources available to do so, for the foreseeable future. In the opinion of the directors, there are no matters of material uncertainty which cast doubt on the company's ability to continue.

Significant judgements and estimates

The Directors have made judgements, estimates and assumptions that affect the amounts reported within the financial statements during the year. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Any Directors' estimates, assumptions and judgements that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the financial statements are addressed and detail is provided in the associated notes.

Turnover

Turnover represents the value of rental income, excluding value added tax and discounts offered. Income is recognised when the company becomes entitled to the income, it can be measured reliably and it is probable that the economic benefits associated with the transaction will flow to the entity.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Plant and machinery 3 - 10 years (straight line)

Plant and machinery is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the fixed asset may not be recoverable. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount exceeds the higher of an asset's fair value less cost to sell or value in use.

Financial instruments

The company holds basic financial instruments including cash at bank, debtors and creditors.

Cash and cash equivalents comprise cash at bank and on hand, foreign currency on hand, demand deposits with banks and other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. A bank overdraft would be shown within current liabilities.

Trade and other debtors are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less losses for bad debts except where the effect of discounting would be immaterial. In such cases, trade and other debtors are stated at cost less losses for bad debts.

Trade and other creditors are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate unless the effect of discounting would be immaterial. In such cases, trade and other creditors are stated at cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Provisions for liabilities

A provision is initially recognised when there is an obligation at the balance sheet date as the result of a past event, it is probable that there will be the transfer of funds in settlement and the amount of the obligation can be estimated reliably. The provision is subsequently measured by placing a charge against the provision only for expenditure for which the provision was originally recognised.

3.	EMPLOYEES AND DIRECTORS

The company had no employees other than the directors during the financial year (2024 - nil).

4.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2025

2024

£

Operating lease income

(35,756

)

(37,725

)

Depreciation - owned assets

-

7,731

Auditors' remuneration

450

8,000

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

Corporation tax interest

224

-

Finance lease interest

21,419

23,511

21,643

23,511

6.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 April 2024

and 31 March 2025

9,278,601

DEPRECIATION

At 1 April 2024

and 31 March 2025

9,278,601

NET BOOK VALUE

At 31 March 2025

-

Fixed assets, included in the above, which are held under hire purchase contracts or finance leases are as follows:

Plant and

machinery

etc

£

COST

At 1 April 2024

and 31 March 2025

8,733,151

DEPRECIATION

At 1 April 2024

and 31 March 2025

8,733,151

NET BOOK VALUE

At 31 March 2025

-

At 31 March 2024

-

The finance leases are secured by the assets to which they relate. There is no finance lease liability outstanding and peppercorn payments are now being paid on a year to year basis under the terms of the agreements.

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

Trade debtors

10,727

Other debtors

100

Corporation tax refund

660

Deferred tax asset

6,818

8,315

Prepayments

2,725

2,322

21,030

22,124

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

Trade creditors

230

-

Amounts owed to joint ventures

11,788

Corporation tax

1,013

5,619

VAT

1,858

3,436

Accrued expenses

36,930

44,180

51,819

65,023

9.	RELATED PARTY DISCLOSURES

Swietelsky Construction Company Limited and Babcock Rail Limited are related parties by virtue of their joint control over FSP (2004) Limited.

Swietelsky Construction
Company Limited

Babcock Rail Limited

2025

2024

2025

2024

£

Sales

17,878

18,863

17,878

18,863

Admin & accountancy costs

372

nil

Trade debtors

5,363

Other debtors

50

Trade creditors

nil

Amounts owed to joint ventures

nil

11,788

Accrued expenses

15,089

13,589

21,589

10.	FRC ETHICAL STANDARD - PROVISIONS AVAILABLE FOR SMALL ENTITIES

In common with many other businesses of our size and nature we use our auditors to assist with the preparation of the financial statements.

11.	ULTIMATE CONTROLLING PARTY

FSP (2004) Limited is a joint venture between Babcock Rail Limited and Swietelsky Construction Company Ltd, for the purpose of providing plant and machinery to the SB Rail Joint Venture.