Fprop Krakow Limited - Accounts to registrar (filleted) - small 23.2.5

REGISTERED NUMBER: 08983298 (England and Wales)

Financial Statements

for the Year Ended 31 March 2023

for

FPROP KRAKOW LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

Directors:

B N Habib

M S Pryce

J A Aubrey

Registered office:

32 St James's Street

London

SW1A 1HD

Registered number:

08983298 (England and Wales)

Auditors:

Haines Watts

Chartered Accountants and Statutory Auditor

3 Danebrook Court

Langford Lane

Kidlington

Oxfordshire

OX5 1LQ

Fixed assets

Investments

4

4,056,015

6,344,959

Current assets

Debtors

5

2,513,803

2,442,271

Cash at bank

2,217

423

2,516,020

2,442,694

Creditors

Amounts falling due within one year

6

5,535,272

5,421,722

Net current liabilities

(3,019,252

)

(2,979,028

)

Total assets less current liabilities

1,036,763

3,365,931

Provisions for liabilities

27,465

-

Net assets

1,009,298

3,365,931

Capital and reserves

Called up share capital

61,911

61,911

Foreign exchange

translation reserve

7

57,672

(165,185

)

Retained earnings

7

889,715

3,469,205

1,009,298

3,365,931

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 26 October 2023 and were signed on its behalf by:

M S Pryce - Director

1.	Statutory information

Fprop Krakow Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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.

Preparation of consolidated financial statements

The financial statements contain information about Fprop Krakow Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost. Monetary items which are denominated in foreign currencies, such as loans which form part of the net investment in the subsidiary undertaking, are translated into sterling at the balance sheet date.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Monetary items which are denominated in foreign currency, such as loans which form part of the net

investment in the subsidiary undertaking, are translated into sterling at the balance sheet date with the unrealised gains being recognised in Other Comprehensive Income. Reversals of foreign exchange gains are first in Other Comprehensive Income and subsequently in the Profit and Loss account.

Going concern

There is material uncertainty related to the company's liquidity position, as at the date of signing these accounts, which may cast significant doubt on the entity's ability to continue as a going concern.

As at 31 March 2023, the Company had net current liabilities of £3,019,252, including £5,364,025 owed to its shareholders, and cash balances of £2,217. The shareholder loan notes are for a term ending on 3 May 2027 but, if 75% of shareholders vote in favour of an earlier repayment, this could cause the company to become insolvent.

The directors are satisfied that the likelihood of such a repayment being required is remote, having regard to all available information about the intentions of the noteholders for the twelve months following the approval of the financial statements.

On 22 September 2023 the Company raised further funds from certain shareholders through the issue of £450,000 of Series B loan notes to meet its ongoing liquidity requirements.

As at the date of signing, Fprop Krakow Limited's Polish subsidiary, Fprop Krakow Sp Zoo, had cash of £418,204 which was restricted under the terms of the financing agreement held with its 3rd party lender.

Fprop Krakow Sp Zoo is currently in negotiations with its lender to restructure the terms of its loan agreement. The outcome of these negotiations is uncertain. The directors have considered a period of twelve months from the date of approval of the financial statements, which has included a review of the potential impact on trading that the current high inflation and rising interest rate environment may have for the company going forward. Having taken account of all available information about the future, including the company's most recent trading results, budgets and cash flow forecasts, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

3.	Employees and directors

The average number of employees during the year was NIL (2022 - NIL).

4.	Fixed asset investments

31/3/23

31/3/22

£

£

Shares in group undertakings

969

969

Loans to group undertakings

4,055,046

6,343,990

4,056,015

6,344,959

Additional information is as follows:

Shares in

group

undertakings

£

Cost

At 1 April 2022

and 31 March 2023

969

Net book value

At 31 March 2023

969

At 31 March 2022

969

Loans to

group

undertakings

£

At 1 April 2022

7,527,204

New in year

723,311

Provision b/f

(1,183,214

)

Increase in provision in year

(3,012,255

)

At 31 March 2023

4,055,046

The long term loans receivable from Fprop Krakow Sp Zoo are included as part of the net investment in the company.

5.

Debtors: amounts falling due within one year

31/3/23

31/3/22

£

£

Other debtors

2,513,803

2,442,271

6.

Creditors: amounts falling due within one year

31/3/23

31/3/22

£

£

Trade creditors

129,099

52,477

Taxation and social security

19

-

Other creditors

5,406,154

5,369,245

5,535,272

5,421,722

7.

Reserves

Foreign

exchange

Retained

translation

earnings

reserve

Totals

£

£

£

At 1 April 2022

3,469,205

(165,185

)

3,304,020

Deficit for the year

(2,579,490

)

(2,579,490

)

Unrealised exchange profits

-

222,857

222,857

At 31 March 2023

889,715

57,672

947,387

The Foreign exchange translation reserve is made up of unrealised fx profits of £71,200 (2022: £165,185 unrealised losses) arising from the re-translation at the year-end rate of the zloty loans receivable that are included in investments, less the deferred tax of £13,528 (2022: £Nil) that would be payable if these foreign exchange gains were realised.

8.	Disclosure under Section 444(5B) of the Companies Act 2006

The Report of the Auditors was unqualified.

George Style ACA (Senior Statutory Auditor)

for and on behalf of Haines Watts

9.	Related party disclosures

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

10.	Ultimate controlling party

There is no ultimate controlling party.