CONSOLIDATED ANNUAL REPORT

Transcription

1 CONSOLIDATED ANNUAL REPORT AND audited FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2016

2 Contents Company Information Page 3 Strategic Report Page 5 Directors Report Page 13 Statement of Directors Responsibilities Page 14 Independent Auditors Report Page 15 Consolidated Income Statement Page 18 Consolidated Statement of Comprehensive Income Page 18 Consolidated Statement of Financial Position Page 19 Company Statement of Financial Position Page 20 Consolidated Statement of Changes in Equity Page 21 Consolidated Statement of Cash Flows Page 22 Notes to the Consolidated Annual Report and Audited Financial Statements Page 23 02

3 Company Information FCFM Group Limited is an Investment and Fund Management firm undertaking principal investing and fund management activity. Company Directors Company Secretary Registered Office R Berg P Cammerman J Granite T Kilmister-Blue N Winks R Berg 295 Kings Road Chelsea London SW3 5EP An experienced team of investment and fund management professionals. Company Registration Number: VAT Number: Website Our Independent Auditors PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH Our Bankers Coutts & Co 440 Strand London WC2R 0QS Our Lawyers Clifford Chance LLP 10 Upper Bank Street London E14 5JJ 03

4 When it rains gold, put out the bucket not the thimble. - WARREN BUFFETT 04

5 Strategic Report Introduction FCFM Group Limited undertakes principal investing and fund management activities. We manage a number of unregulated funds for Government and other stakeholders and we invest our own capital across a range of investment strategies. We have an experienced team of investment and fund management professionals and a very strong middle/back office capability. These core activities are controlled by the senior leadership team, which headed up by our CEO, comprises experienced investment professionals whose expertise covers accounting, business, compliance, fund management, principal investing and law. We have a strong Board of seasoned fund management, investment, legal and financial/operational turnaround professionals. The Board meets regularly to review the activities of FCFM Group Limited and the culture of the firm is to have four eyes on every risk decision. What we do Fund Management FCFM Group Limited manages a number of unregulated funds for Government and other stakeholders. We are especially proud of our status as a trusted fund manager for Government funds. Principal Investing In addition, FCFM Group Limited has a substantial balance sheet and invests its own capital across a range of investment strategies. Our strategies include: credit opportunities, distressed investing, liquidations/claims, private equity, property investing and special situations. More details can be found at or in our Corporate Brochure which can be downloaded from our website. Our philosophy is to be opportunistic across the capital structure from debt to equity, across different industries and different asset classes. We invest wherever we see some kind of special situation element, an event that will either help create the investment opportunity or help to realise it. We approach all opportunities with downside risk in mind and careful planning. We buy securities which allow us to obtain a superior position and then execute to maximise recoveries. Our goal is always to maximise returns on a cash basis for our shareholders and we work tirelessly to this end. Every position we hold is actively managed by our investment team with the direct involvement of our CEO. We undertake fundamental analysis on every investment opportunity. We make decisions quickly, though not at the expense of completing our work, and when we do decide to commit capital, we have an experienced execution team in place to deal with all necessary documentation. We always ensure that our principal investing activity does not conflict with the Government funds we manage and where conflicts arise, we only proceed with the express consent of our fund management clients. Disciplined Risk Management, Financial Highlights, and the Business Review form part of the Strategic Report. Where our own balance sheet is insufficient for any given transaction we have access to a considerable amount of additional capital from our shareholders. 05

6 Tactics flow from a superior position. - BOBBY FISCHER 06

7 Disciplined Risk Management Risk Management Risk management is at the heart of what we do and we take it extremely seriously. We are proud of our track record, managing our investments carefully and actively. We are naturally a risk averse investment team having spent most of our careers investing in distressed and special situations and we overlay this with strict risk management processes. The senior leadership team regularly review the risks and uncertainties which could affect our financial performance and position. Key risks identified have been included in this report, together with notes on their potential impact on our strategy. Reputational Risk At FCFM Group Limited we value our reputation. We have put in place processes and systems to ensure that considering and managing reputational risk is embedded at every stage of our investment and investment management process. Operational Risk To minimise our operational risk we have taken steps to ensure that any failures in our internal systems, our processes or decisions made by our employees are identified early so that remedial action can be quickly taken. We have robust back-up systems in place to protect FCFM Group Limited and a culture and ethos which encourages the principle that four eyes are better than two. Board Oversight We have a strong Board of seasoned fund management, investment, legal and financial/operational turnaround professionals. The Board meets regularly to review the activities of FCFM Group Limited and its risks. Litigation Risk We regard the risk of litigation for FCFM Group Limited as low. However, we have implemented an early warning system to highlight where such risks may arise and to take early action if they do. We have internal legal counsel and retain external legal advisers as appropriate. Where necessary, FCFM Group Limited will not hesitate to instigate legal proceedings or defend ourselves against possible action. 07

8 Financial Highlights Sustained Growth Through Investing Activities We are pleased with the performance and growth of FCFM Group Limited during the year ended 31 March Through the unwinding of investments made in 2014/15 and the re-investing of our own capital we have continued to grow our balance sheet. We have increased Gross Income, being the income from the fund management business and principal investing activity including other operating income, by 98% when compared to the year ended 31 March EBITDA has increased by 305% when compared to the year ended 31 March The Group s net assets increased to 14,076k at 31 March 2016, an increase of 116% from 31 March 2015, as we continued to demonstrate our ability to generate returns on our invested capital. We returned an annualised cash IRR of 88% on principal investments where a return was realised in the year ended 31 March 2016, and an annualised cash IRR of 205% on principal investments where returns are unrealised, but marked to fair value, in the year ended 31 March We continue to make significant investments through the acquisition of assets which we believe will generate attractive returns in future financial years. We have also focused on developing a strong pipeline and expanding our sourcing network throughout the UK, increasing the number of investment opportunities that we see. Financial Highlights for the year ended 31 March 2016: GROSS INCOME ( 000 s) GROSS INCOME FOR THE YEAR ENDED 31 MARCH 2016 WAS 7,204k 8,000 6,000 4,000 2, FCFM GROUP LIMITED 88% ACHIEVED AN ANNUALISED CASH IRR OF ON PRINCIPAL INVESTMENTS WHERE RETURNS ARE REALISED IN THE YEAR ENDED 31 MARCH

9 EBITDA ( 000 s) EBITDA FOR THE YEAR ENDED 31 MARCH 2016 WAS 4,581k 5,000 4,000 3,000 2,000 1, RETAINED EARNINGS ( 000 s) RETAINED EARNINGS AT 31 MARCH 2016 WAS 14,059k 15,000 10,000 5, NET ASSETS ( 000 s) NET ASSETS INCREASED TO 14,076k AT 31 MARCH 2016, AN INCREASE SINCE 31 MARCH 2015 OF 116% 15,000 10,000 5, FCFM GROUP LIMITED ACHIEVED AN ANNUALISED CASH IRR OF 205% ON PRINCIPAL INVESTMENTS WHERE A RETURN WAS UNREALISED IN THE YEAR ENDED 31 MARCH

10 Business Review FCFM Group Limited (the Company ) was formed on 27 May 2015 to be inserted as the new holding company of the FC Fund Managers Limited Group. The result was a series of transactions as set out below. Share for Share Exchange On 1 July 2015 the Company completed a share for share exchange with the shareholders of FC Fund Managers Limited (subsequently renamed to Frenkel Topping Investment Management Limited). Each share held in FC Fund Managers Limited was exchanged for a share in the Company. In total the Company acquired 14,000 shares, being the entire share capital of FC Fund Managers Limited, resulting in the Company becoming the ultimate parent company of the Group. Group Reorganisation On 22 July 2015 the Company purchased the 5 subsidiaries of FC Fund Managers Limited at their net book value, being 1 per entity. The subsidiaries purchased were FCFM Group Investments I Limited, FCFM Group Investments II Limited, FCFM Group Trading I Limited, FCFM Group Trading II Limited, and Barclay House Hotel Limited. On 23 July 2015 the trade, assets, and liabilities of FC Fund Managers Limited were sold to the Company at their net book value. The exception being 2,500k of cash which was left within FC Fund Managers Limited. In total 3,326k of assets were transferred to the Company. On 24 July 2015 FC Fund Managers Limited declared a dividend of 4,503k to the Company, of which 1,179k was paid in cash with the rest of the dividend settling the Company s intercompany creditor from the hive up of the trade, assets and liabilities. Investment in Frenkel Topping Group plc On 28 August 2015 the entire share capital of FC Fund Managers Limited, including the 2,500k of cash that was left within FC Fund Managers Limited, was exchanged for an investment of 10,000, ordinary shares in Frenkel Topping Group plc, representing c13.5% of the issued share capital of Frenkel Topping Group plc. At the date of the transaction the share price of Frenkel Topping Group plc was 44.25p with the total value of the investment being 4,425k. As part of the sale and purchase agreement the Company agreed to pay the corporation tax liability in FC Fund Managers Limited for the period 1 April 2015 to 28 August A provision of 125k has been recognised in the Company s accounts for this liability as a purchase price reduction. This transaction represents a significant investment for the Company. In effect the Company had disposed of its regulated business and FCA licenses, which were not being utilised, and taken a long term strategic stake in Frenkel Topping Group plc for 2,500k. The Company treats this investment like any other and dedicates its time and resources to drive value and returns for its shareholders. As part of the investment into Frenkel Topping Group plc Jason Granite was appointed to the board as Chief Investment Officer. Frenkel Topping Group plc reported assets under management of 666m at 31 December 2015 and had secured 85m of new business in the year to 31 December 2015 with 74% of total revenues being recurring revenues. The directors of Frenkel Topping Group plc have announced that they expect the operating profitability, 1.5m as reported for the year to 31 December 2015, of the group to double to 3.0m by the end Our c.13.5% stake in Frenkel Topping Group plc will therefore provide recurring EBITDA to the Company of 405k per annum, with income being realised through the receipt of dividends from Frenkel Toppings Group plc. The shares held in Frenkel Topping Group plc are held at fair value at 31 March The shares are revalued to fair value at each period end and therefore there is an expectation that there will be a level of volatility in the Statement of Financial Position due to the fluctuating share price. Tax Clearance As no cash consideration was received for the shares disposed in FC Fund Managers Limited, the Company applied for and received clearance from HMRC that no corporation tax is payable on the profit on disposal. The tax due on the disposal of the shares has effectively been deferred until the Company disposes of the shares in Frenkel Topping Group plc and tax will only be payable on capital gains generated above the share price of Frenkel Topping Group plc on 28 August 2015, being 44.25p. Continued Trading From 23 July 2015 From the date of the Group reorganisation the Company has continued with the same goals, objectives, and strategy for the business. Capital Raise To continue to strengthen the principal investing business the Company issued 2,004 Ordinary Shares in October 2015 for 3,000k. Following the capital raise Jason Granite remained the largest shareholder of the Company. 10

11 Business Review (continued) The performance of the Group for the year ended 31 March 2016 is as follows: Gross income 7,204,155 3,637,363 1,451, , ,233 Turnover 2,540,588 3,597,145 1,425, , ,233 Cost of sales (1,033,255) (1,582,860) (310,833) - - Gross profit 1,507,333 2,014,285 1,114, , ,233 Administrative expenses (1,636,737) (927,121) (549,809) (769,459) (449,299) Other operating income 4,663,567 40,218 26, Add: Depreciation and 46,455 4,104 39,635 43,450 5,255 amortisation EBITDA 4,580,618 1,131, , , ,189 Consolidated Statement of Financial Position as at 31 March 2016: Fixed Assets Tangible fixed assets 112,746 57,488 2,687 49,192 50,190 Investment properties 225, , , ,992 2,687 49,192 50,190 Current Assets Inventories 110, ,224 1, Debtors 5,514,478 1,217, ,215 53,298 49,495 Investments 8,490, , , Cash at bank and in hand 2,011,905 3,904, , , ,269 16,127,825 6,010, , , ,764 Creditors: Amounts falling due (2,390,147) (337,329) (232,941) (195,173) (103,361) within one year Net current assets 13,737,678 5,673, , , ,403 Net Assets 14,075,548 6,514, , , ,593 Capital and Reserves Called-up share capital 16,804 14,000 7,020 7,800 10,000 Capital redemption reserve - 2,980 2,980 2,200 - Retained earnings 14,058,744 6,497, , , ,593 Total Equity 14,075,548 6,514, , , ,593 11

12 Business Review (continued) Business Overview Financial Performance Gross income for the Group for the year ended 31 March 2016 was 7,204k, including the sale of investment properties of 1,721k, the disposal of FC Fund Managers Limited of 1,925k, the increase in Frenkel Topping Group plc shares of 975k, and other investment income of 2,583k. This represents an increase of 98% on the year ended 31 March The entities consolidated within the Consolidated Annual Report and Financial Statements have been listed within note 11. Financial Position At 31 March 2016 the Group had net assets of 14,076k (31 March 2015: 6,515k), with cash of 2,012k (31 March 2015: 3,904k), investments of 8,716k (31 March 2015: 1,261k) and debtors of 5,514k (31 March 2015: 1,218k). A significant proportion of the debtors represents investments made in distressed assets where the risks and rewards of ownership have been transferred and deferred consideration due on the sale of an investment property during the year. The continued increase in the net assets of the business has been achieved through the unwinding of the investments made and the profits realised from such investments. People We have continued to invest in, and expand, our investment team as our principal investing business has grown throughout the year ended 31 March We have doubled our sourcing team which has had a significant impact on the number of distressed opportunities that we are sourcing each month. We have established a strong analyst team based in India. This team is responsible for preparing best in class research on all opportunities that we source and enables us to rapidly respond to interesting investment opportunities. Further we have continued to build our execution capability ensuring we are able to deploy our capital into opportunities throughout the UK. As we build out our business we expect to grow our sourcing, analysis and execution capability in line with our growing balance sheet. Pipeline We sourced 673 opportunities in the year ended 31 March 2016, up from 129 in the previous year. The increase in opportunities sourced during the year is due to the investment we have made expanding our sourcing team. We are now sourcing c.100 distressed opportunities per month. Principal Investing We continue to focus on short term, high IRR investments whilst deploying our capital into a number of strategic investments where our expertise can create substantial value, such as our 2,500k investment into Frenkel Topping Group plc. During the year ended 31 March 2016 we invested 11,857k into 22 different opportunities and exited from 16 investments. On the investments which we exited we generated an exceptional cash realised IRR of 88% to the year ended 31 March Our CEO, and largest shareholder, retains control of our investment decision making process and is supported by our investment team of research, sourcing and origination, execution, legal and financial professionals. Strategy & Future Development Our strategy is simple and remains unchanged: to continue to grow the fund management and principal investing aspects of the business in a highly profitable manner. We will achieve this through best in class delivery under our fund management contracts and discipline in our principal investing activities. Approved by the Board on 10 May 2016 and signed on its behalf by J Granite Director and Chief Executive 12

13 Directors Report The directors are pleased to present their audited consolidated annual report and financial statements for the year ended 31 March Directors of the Company The directors who held office during the period, and up to the date of approval of these financial statements, were as follows: R Berg (appointed 1 July 2015) P Cammerman (appointed 1 July 2015) J Granite (appointed 27 May 2015) T Kilmister-Blue (appointed 27 October 2015) N Winks (appointed 1 July 2015) Business Review and Future Developments A review of the Group s operations and performance during the financial period, details of the Group reorganisation and an indication of the outlook of the future is provided within the Strategic Report. Results The Group s financial results for the year ended 31 March 2016 are set out in the Consolidated Income Statement on page 18 and have been discussed in depth within the Strategic Report. Going Concern The directors have considered it appropriate to adopt the going concern basis of accounting in preparing consolidated annual report and financial statements. The directors have not identified any material uncertanties to the Group or Company s ability to continue over a period of at least 12 months from the date of approval of the consolidated annual report and financial statements Provision of Information to Auditors In so far as the directors are aware: There is no relevant audit information of which the Company s Auditors are unaware; and The directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the Company s Auditors are aware of that information. This report was approved by the Board of directors on 10 May 2016 and signed on its behalf by J Granite Director and Chief Executive 13

14 FCFM Group Limited s Statement of Directors Responsibilities The directors are responsible for preparing the Strategic Report, Directors Report and the Group and parent company financial statements (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 prepared the financial statements in accordance with United Kingdom Accounting Standards, comprising FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland, and applicable law (United Kingdom Generally Accepted Accounting Practice). 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 the company and of the profit or loss of the group and 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; state whether FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland has been followed, subject to any material departures disclosed and explained in the financial statements; notify its shareholders in writing about the use of disclosure exemptions, if any, of FRS 102 used in the preparation of financial statements; and 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 the group and enable them to ensure that the financial statements comply with the Companies Act They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are responsible for the maintenance and integrity of the company s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. 14

15 Independent Auditors Report to the Members of FCFM Group Limited Report on the financial statements Our opinion In our opinion, FCFM Group Limited s group financial statements and company financial statements (the financial statements ): give a true and fair view of the state of the group s and of the company s affairs as at 31 March 2016 and of the group s profit and cash flows 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 What we have audited The financial statements, included within the Consolidated Annual Report and Audited Financial Statements (the Annual Report ), comprise: the Consolidated and Company Statement of Financial Position as at 31 March 2016; the Consolidated Income Statement and Consolidated Statement of Comprehensive Income for the year then ended; the Consolidated Statement of Cash Flows for the year then ended; the Consolidated and Company Statement of Changes in Equity for the year then ended; and the notes to the financial statements, which include a summary of significant accounting policies and other explanatory information. The financial reporting framework that has been applied in the preparation of the financial statements is United Kingdom Accounting Standards, comprising FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland, and applicable law (United Kingdom Generally Accepted Accounting Practice). In applying the financial reporting framework, the directors have made a number of subjective judgements, for example in respect of significant accounting estimates. In making such estimates, they have made assumptions and considered future events. Opinion on other matter prescribed by the Companies Act 2006 In our opinion, the information given in the Strategic Report and the Directors Report for the financial year for which the financial statements are prepared is consistent with the financial statements Other matters on which we are required to report by exception Adequacy of accounting records and information and explanations received Under the Companies Act 2006 we are required to report to you if, in our opinion: we have not received all the information and explanations we require for our audit; or adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or the company financial statements are not in agreement with the accounting records and returns. We have no exceptions to report arising from this responsibility. Directors remuneration Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of directors remuneration specified by law are not made. We have no exceptions to report arising from this responsibility. 15

16 Independent Auditors Report to the Members of FCFM Group Limited (continued) Responsibilities for the financial statements and the audit Our responsibilities and those of the directors As explained more fully in the Statement of Directors Responsibilities set out on page 14, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) ( ISAs (UK & Ireland) ). Those standards require us to comply with the Auditing Practices Board s Ethical Standards for Auditors. This report, including the opinions, has been prepared for and only for the company s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. What an audit of financial statements involves We conducted our audit in accordance with ISAs (UK & Ireland). An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the group s and the company s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both. In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. Sue Morling Senior Statutory Auditor for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors Bristol 10 May 2016 The maintenance and integrity of the FCFM Group Limited website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. We primarily focus our work in these areas by assessing the directors judgements against available evidence, forming our own judgements, and evaluating the disclosures in the financial statements. 16

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18 Consolidated Income Statement for the Year Ended 31 March Notes Turnover 4 2,540,588 3,597,145 1,425, , ,233 Cost of sales (1,033,255) (1,582,860) (310,833) - - Gross profit 1,507,333 2,014,285 1,114, , ,233 Administrative expenses (1,636,737) (927,121) (549,089) (769,459) (449,299) Other operating income 5 4,663,567 40,218 26, Operating profit 6 4,534,163 1,127, ,073 75, ,934 Add: Depreciation and amortisation 46,455 4,104 39,635 43,450 5,255 Earning before interest, tax, 4,580,618 1,131, , , ,189 depreciation and amortisation Interest payable and similar changes (2,575) Profit on ordinary activities 4,531,588 1,127, ,073 75, ,934 before taxation Tax on profit on ordinary shares 8 26,349 (180,185) (115,558) (24,314) 30,356 Profit for the financial year 4,557, , ,515 51, ,290 Consolidated Statement of Comprehensive Income for the Year Ended 31 March Profit for the financial year 4,557, , ,515 51, ,290 Total comprehensive income for the year 4,557, , ,515 51, ,290 18

19 Consolidated Statement of Financial Position as at 31 March 2016 Fixed Assets Notes Tangible assets 9 112,746 57,488 2,687 49,192 50,190 Investment property , , Current Assets 337, ,992 2,687 49,192 50,190 Inventories , ,224 1, Debtors 13 5,514,478 1,217, ,215 53,298 49,495 Investments 14 8,490, , , Cash at bank and in hand 2,011,905 3,904, , , ,269 16,127,825 6,010, , , ,764 Creditors: Amounts falling 15 (2,390,147) (337,329) (232,941) (195,173) (103,361) due within one year Net current assets 13,737,678 5,673, , , ,403 Net assets 14,075,548 6,514, , , ,593 Capital and Reserve Called up share capital 17 16,804 14,000 7,020 7,800 10,000 Capital redemption reserve - 2,980 2,980 2,200 - Retained earnings 14,058,744 6,497, , , ,593 Total equity 14,075,548 6,514, , , ,593 The financial statements were approved and authorised for issue by the Board and were signed on its behalf on 10 May J Granite Director Registration number:

20 Company Statement of Financial Position as at 31 March 2016 Fixed Assets 2016 Notes Tangible assets 9 112,746 Investment property ,124 Investments 11 5 Current Assets 337,875 Inventories ,782 Debtors 13 5,519,403 Investments 14 8,490,660 Cash at bank and in hand 2,003,764 16,124,609 Creditors: Amounts falling 15 (2,378,432) due within one year Net current assets 13,746,177 Net assets 14,084,052 Capital and Reserve Called up share capital 17 16,804 Capital redemption reserve - Retained earnings 14,067,248 Total equity 14,084,052 The financial statements were approved and authorised for issue by the Board and were signed on its behalf on 10 May J Granite Director Registration number:

21 Consolidated Statement of Changes in Equity for the period ended 31 March 2016 Group Called-up Share Capital Share Premium Redemption Retained Total Capital Account Reserve Earnings Equity At 1 April ,020-2, , ,682 Share issue 6,980 4,997, ,004,660 Share premium conversion - (4,997,680) - 4,997,680 - Total comprehensive income for the year , ,197 Balance at 31 March ,000-2,980 6,497,559 6,514,539 Balance at 1 April ,000-2,980 6,497,559 6,514,539 Share issue 2,804 3,000, ,003,072 Share premium conversion - (3,000,268) - 3,000,268 - Total comprehensive income for the year ,557,937 4,557,937 Transfers - - (2,980) 2,980 - Balance at 31 March , ,058,744 14,075,548 Company Statement of Changes in Equity for the period ended 31 March 2016 Company Called-up Share Share Premium Retained Total Capital Account Earnings Equity Balance at 27 May Share for share exchange 14, ,000 Share issue 2,804 3,000,268-3,003,072 Share premium conversion - (3,000,268) 3,000,268 - Profit for the financial period - - 7,741,045 7,741,045 Other comprehensive income for the period - - 3,325,935 3,325,935 Total comprehensive income for the period ,066,980 11,066,980 Balance at 31 March ,000-14,067,248 14,084,052 The significant profit and other comprehensive income for the year included in the Company Statement of Changes in Equity above is due to the Group reorganisation and transferring the trade and assets of FC Fund Managers Limited to the Company in the year, which was by way of a dividend. The background to this transaction has been covered in more detail within the Business Review, within the Strategic Report. 21

22 Consolidated Statement of Cash Flows for the year ended 31 March Note Net cash from operating 19 (1,754,244) 59, , , ,049 activities Taxation paid (172,589) (124,895) Net cash generated from/ (1,926,833) (64,927) 496, , ,049 used in operating activities Cash flow from investing activities Purchase of tangible fixed assets (101,713) (366,244) (513) (42,452) (51,319) Purchase of intangible fixed assets - (5,000) Purchase of current asset investment (3,098,129) (125,089) (352,240) - - Purchase of investment properties (1,708,328) (783,504) Purchase of subsidiary (net of - 2, cash acquired Proceeds from tangible fixed assets , Proceeds from current asset investment 491, Proceeds from sale of investment 3,947, property Disposal of subsidiary (net of (2,500,000) (95,660) cash disposed) Net cash used in investing (2,968,811) (1,373,181) (338,832) (42,452) (51,319) activities Cash flows from financing activities Issue of share capital 3,003,084 5,004, Equity dividend paid - - (160,000) - - Purchases on Company s shares - - (40,000) (90,000) - Net cash flows from/ 3,003,084 5,004,660 (200,000) (90,000) - used in financing Net (decrease) increase in cash and (1,892,560) 3,566,552 (41,937) 50, ,730 cash equivalents Cash and cash equivalents at 3,904, , , , ,539 the beginning of the period Cash and cash equivalents at 2,011,905 3,904, , , ,269 the end of the period Cash and cash equivalents consists of: Cash at bank and in hand 2,011,905 3,904, , , ,269 Cash and cash equivalents 2,011,905 3,904, , , ,269 22

23 Notes to the Consolidated Annual Report and Financial Statements for the year ended 31 March Group and Company information FCFM Group Limited undertakes principal investing and fund management activities. The Group has offices in the UK and makes investments primarily within the UK. The Company is a private company limited by shares and is incorporated and domiciled in England. The address of its registered office is 295 Kings Road, Chelsea, London, SW3 5EP. 2. Statement of compliance The Group and Company financial statements of FCFM Group Limited have been prepared in compliance with United Kingdom Accounting Standards, including Finance Reporting Standard 102, The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland ( FRS 102 ) and the Companies Act Summary of significant accounting policies The principal accounting policies applied in the presentation of these financial statements are set out below. These policies have been consistently applied throughout the period, unless otherwise stated. Basis of preparation The financial statements have been prepared on the going concern basis, under the historical cost convention, as modified by the recognition of certain financial assets and liabilities measured at fair value. The Group financial statements consolidate those of the Company and all entities over which the Company has control, further details are included within note 11. The Group accounts have been prepared using merger accounting when the business combined with FC Fund Managers Limited and its subsidiaries (FCFM Group Investment I Limited, FCFM Group Investments II Limited, FCFM Group Trading I Limited, FCFM Group Trading II Limited, and Barclay House Hotel Limited) at 1 July Merger accounting requires at the date of combination the assets and liabilities of the combined entity are included within the Statement of Financial Position at their net book value. Therefore the consolidated financial statements present the results of the Group from 1 April Foreign currency The Group s and Company s functional and presentational currency is the pound sterling. Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. 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. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within finance (expense)/income. All other foreign exchange gains and losses are presented in the income statement within Other operating (losses)/gains 23

24 Revenue and revenue recognition Revenue is measured at the fair value consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business net of VAT and other taxes. Revenues in relation to the provision of fund management services and fees in the UK are recognised in the year in which the related service is provided. Revenue in relation to the provision of goods in the period are recognised when the risks and rewards of ownership have been transferred to the customer, the Group and Company retains no continuing involvement or control of the goods, the amount of revenue can be measured reliably, and it is probable that future economic benefits will flow to the Group and Company. Where investments are made and the risks and rewards of ownership are transferred to the customer upon initial investment, only the profit in these transactions we recognised as revenue. Rental income from investment property leased out under an operating lease is recognised on a straight line basis over the term to lease. Lease incentives granted are recognised as an integrated part of the total rental income over the life of the lease. Dividend income is recognised when the right to receive payment is established. Cost of sales Cost of sales comprises the cost of goods and services directly attributable to revenues in the year, this includes the cost of current asset investments and stock sold in year and associated costs to sell. Taxation Taxation expense for the period comprises current and deferred tax recognised in the reporting period. 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. In this case tax is also recognised in other comprehensive income or directly in equity respectively. Current or deferred taxation assets and liabilities are not discounted. Current tax Current tax is the amount of income tax payable in respect of the taxable profit for the year or prior years. Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the period end. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations is subject to interpretation. It established provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred tax Deferred tax arises from the timing difference that are differences between the taxable profits and total comprehensive income as stated in the financial statements. These 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 recognised on all timing difference at the reporting date. Unrelieved tax losses and other deferred tax assets are only recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. Tangible assets Tangible assets are stated at historical purchase cost less accumulated depreciation. Costs include the original purchase price, costs directly attributable to bringing the asset to its working condition for its intended use, dismantling and restoration costs. 24

25 Depreciation Depreciation is calculated so as to write off the cost of tangible fixed assets less estimated residual values on a straight line basis over the expected useful lives of the assets concerned. Asset class Fixtures and fittings Office equipment Depreciation method and rate straight line over 2 years straight line over 2 years Inventories Inventories, including certain development properties acquired for resale are valued at the lower of purchase price and net realisable value. The purchase price is inclusive of incidental costs of acquisition. Financial instruments The Group and Company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments. Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Cash and cash equivalents Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less. Financial assets Basic financial assets, including trade and other receivables, cash and bank balances, are initially recognised at transactions price, where the transaction is measured at the present value of the future receipts. Such assets are subsequently carried at amortised cost using the effective interest method. Other financial assets, including investments in equity instruments which are not subsidiaries are initially measured at fair value, which is normally the transactions price. Such assets are subsequently measured at fair value and the changes in fair value are recognised in the income statement, 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. Financial liabilities Basic financial liabilities, including trade and other payables, bank loans, and preference shares that are classified as debt are initially recognised at transaction price, unless the arrangement constitutes a financial transaction, where the debt instrument is measured at present value of the future receipts. Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. Derivatives, including 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 the income statement in finance costs or finance income as appropriate. 25

26 4. Turnover The analysis of turnover by geographical market and by category has not been disclosed, as in the opinion of the directors it does not provide a meaningful analysis of the Group s activities. 5. Other operating income Gain on sale of investment property 1,721, Gain on financial assets at fair value through profit or loss 942, Profit on sale of subsidiary 1,925,000 26, Other operating income 75,000 13,666 26, ,663,567 40,218 26, Details on the profit on sale of subsidiary have been included within note Operating profit before taxation Operating profit before tax is stated after charging/(crediting): Depreciation of tangible fixed assets 46,455 4,021 39,635 43,450 5,255 Amortisation Auditors remuneration of which: Audit fee 52,800 28,500 2,970 3,000 4,100 Taxation fees 83,000 5, Other accounting services 12, ,102 - Operating lease rentals of which: Land and buildings 106,153 52,103 51,413 27,252 13,410 Equipment 19,881 20,058 48,678 17,704 - Loss on sale of tangible fixed assets - 300,226 (6,538)

27 7. Staff costs Staff costs, including directors remuneration, included within administrative expenses, were as follows: Wages and salaries 484, , , , ,044 Social security costs 50,207 14,292 15,303 38,498 21,316 Other pension costs , , , , , ,874 The average monthly number of employees, including the directors, during the year, was as follows: No. No. No. No. No. Investment and fund management staff Operations staff Support staff In 2015 the Group operated a hotel and a menswear catalogue retail business which gave rise to increased Operations and Support staff. At 31 March 2015 these businesses were no longer part of the Group. Directors and key management compensation Key management includes the directors and members of senior management. Only the directors are classified as key management. The directors emoluments and key management compensation were as follows: Remuneration (including benefits 103,235 86,734 99, ,023 60,481 in kind) 27

28 8. Taxation Tax expense included within the income statement Current tax: UK corporation tax charge on 88, , , profits for the year Adjustments in respect of (1,873) - (93) - - prior periods Total current tax 86, , , Deferred tax Adjustments in respect of (21,065) 93 - prior period Origination and reversal of (123,790) 5,240 11,821 24,221 (30,356) timing differences Change in tax rates 10,878 (249) Total deferred tax (112,912) 5,723 9,244 24,314 (30,356) Tax on profit on ordinary activities (26,349) 180, ,558 24,314 (30,356) Factors affecting the tax charge for the year The tax assessed for the year is lower than (2015: lower than, 2014: lower than, 2013: lower than, 2012: lower than) the standard rate of corporation tax in the UK of 21% (2015: 21%, 2014: 23%, 2013: 20%, 2012: 20%) The differences are explained below: Profit before tax 4,531,588 1,127, ,073 75, ,934 Profit before tax multiplies by the 906, , ,947 15,178 28,587 standard rate of corporation tax in the UK 21% (2015: 21%, 2014: 23% 2013: 20%, 2012: 20%) Expenses not deductable for 50, ,376 22,156 31, tax purposes Income not taxable (917,473) (72,840) Depreciation in period in excess - (5,240) 5,842 5,060 (9,474) of capital allowances Utilisation of tax losses (207,615) (155,344) (17,663) (27,395) (19,549) Unrecognised deferred tax (30,356) Marginal rate relief - - (6,951) - - Change in effective rate of tax 10,878 (249) (2,615) - - Capital transaction - 21, Gains/rollover relief 135, Adjustments to tax charge in (4,245) 732 (21,158) - - respect of previous periods Current tax charge for the year (26,349) 180, ,558 24,314 (30,356) (see note above) 28

29 9. Tangible assets - Group Fixtures and Office Motor Fittings Equipment Vehicles Total Cost At 1 April ,075 34, ,658 Additions 22,739 8,974 70, ,713 At 31 March ,814 43,557 70, ,371 Accumulated depreciation At 1 April ,484 31,686-74,170 Charge for the period 34,918 5,704 5,833 46,455 At 31 March ,402 37,390 5, ,625 Net book value At 31 March ,591 2,897-57,488 At 31 March ,412 6,167 64, ,746 Tangible assets - Company Fixtures and Office Motor Fittings Equipment Vehicles Total Cost At 27 May Additions 67,181 11,267 70, ,448 At 31 March ,181 11,267 70, ,448 Accumulated depreciation At 27 May Charge for the period 24,769 5,100 5,833 35,702 At 31 March ,769 5,100 5,833 35,702 Net book value At 31 March ,412 6,167 64, ,746 29

30 10. Investment property - Group Total Cost At 1 April ,504 Additions 1,711,010 Disposals (2,269,390) At 31 March ,124 Net book value At 31 March ,504 At 31 March ,124 The directors have considered the valuation of the investment property at 31 March 2016 and in their opinion, the historical cost is not materially different to the fair value at this date. Company Total Cost At 27 May Additions 2,494,514 Disposals (2,269,390) At 31 March ,124 Net book value At 31 March ,124 The directors have considered the valuation of the investment property at 31 March 2016 and in their opinion, the historical cost is not materially different to the fair value at this date. 30

31 11. Fixed asset investments - Company Total Cost At 27 May Additions 14,006 Disposals (14,001) At 31 March Net book value At 31 March Proportion held by the Subsidiary Undertaking Group and Company Nature of Business FCFM Group Investments I Limited 100% Investment Company FCFM Group Investments II Limited 100% Investment Company FCFM Group Investments III Limited (Dormant) 100% Investment Company FCFM Group Properties Limited (Dormant) 100% Investment Company FCFM Group Trading I Limited (Dormant) 100% Investment Company FCFM Group Trading II Limited (Dormant) 100% Investment Company All subsidiary undertakings as listed above are registered in the UK. Dormant subsidiaries listed above are exempt from preparing individual accounts by virtue of s394 of Company Act On 1 July 2015 the Company entered into a share for share exchange with the shareholders of FC Fund Managers Limited (subsequently renamed to Frenkel Topping Investment Management Limited). The Company received 1 share in FC Fund Managers Limited in exchange for 1 share in the Company. In total 14,000 shares were exchanged, with the Company acquiring the entire share capital of FC Fund Managers Limited. On 22 July 2015 the Company acquired 100% of the share capital of FCFM Group Investments I Limited, FCFM Group Investments II Limited, FCFM Group Trading I Limited, FCFM Group Trading II Limited, and Barclay House Hotel Limited for consideration of 1 per entity. Barclay House Hotel Limited was dissolved on 25 August On 28 August 2015 the Company sold its shareholding in FC Fund Managers Limited. The consideration was settled via the issue of 10,000, ordinary shares in Frenkel Topping Group plc, worth 4,425k at fair value at the date of the transaction. Included as a purchase price reduction is a provision for corporation tax of 125k for FC Fund Managers Limited from 1 April 2015 to 28 August 2015, giving rise to a profit on sale of subsidiary of 4,286k. 31

32 12. Inventories Group Development properties 94, , Finished goods 16,222-1, , ,22 1, Company 2016 Development properties 94,560 Finished goods 16, , Debtors Group Trade debtors 23,342 13,657 9,619 9,976 14,114 VAT recoverable , Other debtors 5,305,633 1,164,827 3,690 5,919 3,371 Prepayments and accrued income 72,591 29,717 21,639 31,268 1,654 Deferred tax 112,912 9,656 15,379 6,135 30,356 5,514,478 1,217, ,215 53,298 49,495 Other debtors includes 1,884k (2015: 302k) of distressed assets consigned to a third party. As the risks and rewards of ownership have been transferred to the seller, these assets have not been included within the investment balance. Subsequent to 31 March 2016 the distressed assets consigned to a third party has reduced to 1,314k. Company 2016 Trade debtors 23,342 Amounts due from group undertakings 401,000 Other debtors 4,909,560 Prepayments and accrued income 72,589 Deferred tax 112,912 5,519,403 Other debtors includes 1,884k of distressed assets consigned to a third party. As the risks and rewards of ownership have been transferred to the seller, these assets have not been included within the investment balance. Subsequent to 31 March 2016 the distressed assets consigned to a third party has reduced to 1,314k. 32

33 14. Investments Group Publicly traded equity investments 5,841, Property investments 2,649, , , Other investments - 223, ,490, , , The publicly traded equity shares include 10,000, ordinary shares in Frenkel Topping Group plc, being the consideration for the sale of 14,000 shares in FC Fund Managers Limited as disclosed within note 11. As these shares are revalued to fair value at each period end there is an expectation that there will be a level of volatility in the Statement of Financial Position due to the fluctuating share price. Company 2016 Publicly traded equity investments 5,841,530 Property investments 2,649,130 8,490,660 The publicly traded equity shares include 10,000, ordinary shares in Frenkel Topping Group plc, being the consideration for the sale of 14,000 shares in FC Fund Managers Limited as disclosed within note 11. As these shares are revalued to fair value at each period end there is an expectation that there will be a level of volatility in the Statement of Financial Position due to the fluctuating share price. 33

34 15. Creditors: Amounts falling due within one year Group Trade creditors 46,424 52,801 19,098 9,739 4,290 Corporation tax 86, , , Other taxation and social security 27,028 9,855 1,878 20,224 29,795 Other creditors 28,702 11,884 1, Loan notes 1,602, Accruals and deferred income 598,855 88,327 85, ,117 69,276 2,390, , , , ,361 Company 2016 Trade creditors 46,424 Other taxation and social security 27,029 Other creditors 123,797 Loan notes 1,602,575 Accruals and deferred income 578,607 2,378, Loans and other borrowing - Group and Company Loan notes 1,602, The Loan notes were issued exclusively to shareholders of the Group and Company in March The Loan notes were made available in 3 tranches; a loan term of 6 months with interest payable at 4% per annum, a loan term of 9 months with interest payable at 5% per annum, and a loan term of 12 months with interest payable at 6%. The Loan notes are unsecured. 17. Called upon share capital Allotted, called up and fully paid shares No. No. No. No. No. Ordinary shares of 1 each 16,804 14,000 7,020 7,800 10,000 On 27 October 2015 the Company issued 2,004 shares for 3,000k. Jason Granite remained the largest shareholder of the Company following the share issue. There is a single class of ordinary shares. There is no restriction on the distribution of dividends and the repayment of capital. 34

35 18. Financial Instruments - Group The company has the following financial instruments Financial assets at fair value 5,841, through profit or loss Financial assets that are debt instruments measured at Trade receivables 23,342 13,657 9, ,114 VAT receivable , Other receivables 5,491,136 1,204,200 40,708 43,322 35,381 5,514,478 1,217, ,215 53,298 49,495 Financial liabilities measured at amortised costs Trade creditors 46,424 52,801 19,098 9,739 4,290 Other creditors 28,702 11,884 1, Loan notes 1,602, Accruals and deferred income 598,855 88,327 85, ,117 69,276 2,276, , , ,856 73,566 Financial assets at fair value through the profit or loss represent investments held in short term equity instruments. Included within these are 10,000,000 Frenkel Topping Group plc shared obtained as part of a share for share transaction, the value at acquisition being 4,425k. The gain arising on these shares has been recognised within the Consolidated Income Statement in the year in compliance with Section 12 of FRS 102. Further details are included within note 14. Company The company has the following financial instruments 2016 Financial assets at fair value through profit or loss 5,841,530 Financial assets that are debt instruments measured at amortised costs Trade receivables 23,342 Amounts owed by group undertakings 401,000 Other receivables 4,909,560 5,333,902 Financial liabilities measured at amortised costs Trade creditors 46,424 Other creditors 150,826 Loan notes 1,602,575 Accruals and deferred income 578,607 2,378,432 Financial assets at fair value through the profit or loss represent investments held in short term equity instruments. Included within these are 10,000,000 Frenkel Topping Group plc shares obtained as part of a share for share transaction, the value at acquisition being 4,425k. The gain arising on these shares has been recognised within the Consolidated Income Statement in the year in compliance with Section 12 of FRS 102. Further details are included within note

36 19. Notes to the Consolidated Statement of Cash Flows Profit for the financial year 4,557, , ,515 51, ,290 Adjustment for tax (26,349) 180, ,558 24,314 (30,356) Adjustment for interest 2, Operating profit 4,534,163 1,127, ,073 75, ,934 Depreciation of tangible assets 46,455 4,021 39,635 43,450 5,255 Amortisation of intangible fixed assets Other operating income (4,588,567) (26,552) Loss/(profit) on sale of tangible - 300,226 (6,538) - - fixed asset Working capital movements: (Increase)/decrease in inventory 300,442 (472,848) (1,568) - - (Increase)/decrease in debtors (4,193,364) (1,115,405) (38,673) (28,024) 150,697 (Decrease)/increase in payables 2,146, ,061 (87,034) 91,719 (25,837) Cash flow from operating activities (1,754,244) 59, , , ,049 Analysis of changes in net debt Non-cash At 31 March 2015 Cash flow Acquired changes 2016 Cash in bank and in hand 3,904,465 (1,892,560) - - 2,011,9055 Cash and cash equivalents 3,904,465 (1,892,560) - - 2,011,9055 Loan notes - - (1,600,000) (2,575) (1,602,575) Total 3,904,465 (1,892,560) (1,600,000) (2,575) 409,330 36

37 20. Disposals On 28 August 2015 the Company disposed of its interest in FC Fund Managers Limited for 10,000, ordinary shares in Frenkel Topping Group plc with market value of 4,425k at the date of disposal. As part of the sale the Company is due to pay the corporation tax liability for the period 1 April 2015 to 28 August 2015 for FC Fund Managers Limited, being 125k. As the results of FC Fund Managers Limited have been included within these consolidated financial statements through merger accounting the 125k tax liability has been included within tax on profit on ordinary activities within the Income Statement. Assets and liabilities disposed (book value and fair value): 2016 Cash in bank and in hand 2,500,000 2,500,000 Profit on disposal 1,925,000 Satisfied by: 10,000, ordinary shares in Frenkel Topping plc 4,425, Analysis of the net cash outflow in respect of the disposal during the year: Cash in bank and in hand 2,500, Capital and other commitments In February 2016 the Company exchanged contracts to purchase an investment property for 835k and associated stamp duty land tax. A deposit of 42k has been paid for this property with completion set for April The Group had the following future minimum lease payments under non-cancellable operating leases for each of the following periods: Payments due Not later than one year 92,165 28,957 46,593 64,774 14,000 Later than one year and not later than five years 6,400 14,332 32,065 73,678 58,000 98,565 43,289 78, ,452 72,000 37

38 22. Related party transactions The Group and Company is exempt from disclosing related party transactions with other companies that are wholly owned by the Company. On 28 August 2015 the Company acquired 10,000, ordinary shares in Frenkel Topping Group plc in exchange for 14,000 shares in FC Fund Managers Limited, a subsidiary of the Company at the date of the transaction. Further details of this transaction have been included in note 11. On 18 March 2016 INCAP Finance BV, a shareholder of FCFM Group Limited, subscribed to 1,000k of unsecured Loan notes in the Company. At 31 March 2016 INCAP Finance BV was owed 1,002k (2015: nil) from the Company. On 18 March 2016 J Granite, a director and shareholder of the Company, subscribed to 500k of unsecured Loan notes in the Company. At 31 March 2016 J Granite was owed 501k from the Company (2015: nil).the Loan notes were only offered to shareholders of the Company and further details have been included within note 16. There were no other related party transactions during the year ended 31 March Transition to FR2 102 This is the first period that the Group has presented its results under FR The last financial statements under the UK GAAP were for the year ended 31 March The date of transition to FRS 102 was 1 April The changes in accounting policies have not had an effect on the profit for the financial year ended 31 March 2015 or the equity as at 1 April 2014 and 31 March 2015 between the UK GAAP as previously reported and FRS

39 Notes 39

40 Notes 40

41 Notes 41

42 42

43 Contact us Contact details as follows: Registered Office 295 Kings Road Chelsea London SW3 5EP Telephone Number +44 (0) Website Details of our other offices can be found on our website. 43