| REGISTERED NUMBER: |
| PROJECT 12 LIMITED |
| REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE PERIOD 1 MAY 2024 TO 31 MARCH 2025 |
| REGISTERED NUMBER: |
| PROJECT 12 LIMITED |
| REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE PERIOD 1 MAY 2024 TO 31 MARCH 2025 |
| PROJECT 12 LIMITED (REGISTERED NUMBER: 09982547) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE PERIOD 1 MAY 2024 TO 31 MARCH 2025 |
| Page |
| Company Information | 1 |
| Report of the Directors | 2 |
| Report of the Independent Auditors | 4 |
| Income Statement | 7 |
| Balance Sheet | 8 |
| Notes to the Financial Statements | 9 |
| PROJECT 12 LIMITED |
| COMPANY INFORMATION |
| FOR THE PERIOD 1 MAY 2024 TO 31 MARCH 2025 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| SENIOR STATUTORY AUDITOR: |
| AUDITORS: |
| 65 Delamere Road |
| Hayes |
| Middlesex |
| UB4 0NN |
| PROJECT 12 LIMITED (REGISTERED NUMBER: 09982547) |
| REPORT OF THE DIRECTORS |
| FOR THE PERIOD 1 MAY 2024 TO 31 MARCH 2025 |
| The directors present their report with the financial statements of the company for the period 1 May 2024 to 31 March 2025. |
| PRINCIPAL ACTIVITY |
| The principal activity of the company in the period under review was that of carbon fibre finishing and coatings. |
| DIVIDENDS |
| During the reporting period, the company has declared and paid a dividend amounting to £983,482 to the parent company, Rockman Advance Composite UK Limited. This distribution related to profits earned prior to the acquisition date. |
| DIRECTORS |
| The beneficial interest of the director holding office on 31 March 2025 and 30 April 2024 in the issued share capital of the company was as follows : |
| 31.03.25 | 30.04.24 |
| Ordinary 50p shares |
| Mr D King | - | 450 |
| Mrs K Davis | - | 50 |
| Mr G Davis | - | 50 |
| Mrs T King | - | 450 |
| Rockman Advanced Composites UK Limited | 1000 | - |
| The directors have opted to make a full disclosure of their shareholdings in this report. |
| DIRECTORS' RESPONSIBILITIES STATEMENT |
| 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. |
| GOING CONCERN |
| The Board has undertaken a comprehensive review of the company forecasts and its environment. As part of this review the directors considered the potential impact of reasonable downside scenarios on the company. This particularly included an assessment of the potential impact of Covid-19 on the company projections. |
| Based on the expected trading patterns and a strong balance sheet the outlook for foreseeable future remains positive despite the challenge of Covid-19. At the time of approving the financial statements, the directors consider that the Company has adequate resources to remain in operation and have no reason to believe that a material uncertainty exists that may cast significant doubt about the Company's ability to continue as a going concern. Accordingly, the financial statements have been prepared on the going concern basis of accounting. |
| PROJECT 12 LIMITED (REGISTERED NUMBER: 09982547) |
| REPORT OF THE DIRECTORS |
| FOR THE PERIOD 1 MAY 2024 TO 31 MARCH 2025 |
| 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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| AUDITORS |
| The auditors, The Corporate Practice Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| The 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: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| PROJECT 12 LIMITED |
| Opinion |
| We have audited the financial statements of Project 12 Limited (the 'company') for the period ended 31 March 2025 which comprise the Income Statement, Balance Sheet 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 period 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 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. |
| Our evaluation of the directors’ assessment of the entity’s ability to continue to adopt the going concern basis of accounting included the positive working capital of the company, also the company has reported a net profit for the year. Further, as disclosed in the note, the management is confident of the Group's ability to generate sufficient cash flows to support the operations of the Company. Accordingly, the standalone financial statements have been prepared on a going concern basis. |
| 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 entity'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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| PROJECT 12 LIMITED |
| 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. |
| Responsibilities of directors |
| As explained more fully in the Directors' Responsibilities Statement 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 an auditor’s report 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: |
| Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. Our audit procedures were designed to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. |
| We focused on laws and regulations that could give rise to a material misstatement in the financial statements, including, but not limited to, financial reporting legislation, the Companies Act 2006, health and safety regulations, distributable profits legislation and UK pensions and tax legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, review of board and committee meeting minutes, enquiries with management, enquiries of external legal advisors, review of correspondence with external legal advisors and review of external press releases. |
| There are inherent limitations in the audit procedures described above and, the further removed noncompliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. |
| 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| PROJECT 12 LIMITED |
| Other Matter |
| We draw attention to the fact that the financial statements of company for the year ended 30th April 2024 were unaudited. Our opinion is not modified in respect of this matter. |
| 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. |
| for and on behalf of |
| 65 Delamere Road |
| Hayes |
| Middlesex |
| UB4 0NN |
| PROJECT 12 LIMITED (REGISTERED NUMBER: 09982547) |
| INCOME STATEMENT |
| FOR THE PERIOD 1 MAY 2024 TO 31 MARCH 2025 |
| Period |
| 1/5/24 |
| to | Year ended |
| 31/3/25 | 30/4/24 |
| Notes | £ | £ |
| TURNOVER |
| Cost of sales |
| GROSS PROFIT |
| Administrative expenses |
| 37,691 | 873,731 |
| Other operating income |
| OPERATING PROFIT | 4 |
| Interest receivable and similar income |
| 53,350 | 885,626 |
| Interest payable and similar expenses |
| PROFIT BEFORE TAXATION |
| Tax on profit | 5 | ( |
) |
| PROFIT FOR THE FINANCIAL PERIOD |
| PROJECT 12 LIMITED (REGISTERED NUMBER: 09982547) |
| BALANCE SHEET |
| 31 MARCH 2025 |
| 2025 | 2024 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 6 |
| CURRENT ASSETS |
| Stocks |
| Debtors | 7 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 8 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
9 |
( |
) |
| PROVISIONS FOR LIABILITIES | ( |
) | ( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 11 |
| Retained earnings |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| PROJECT 12 LIMITED (REGISTERED NUMBER: 09982547) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE PERIOD 1 MAY 2024 TO 31 MARCH 2025 |
| 1. | STATUTORY INFORMATION |
| Project 12 Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 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. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| When the outcome of a project can be estimated reliably, project costs and turnover are recognised by reference to the stage of completion at the balance sheet date. |
| Where the outcome cannot be measured reliably and there is a deemed obligation to settle, project costs are recognised as an expense in the period in which they are incurred and project turnover is recognised to the extent of costs incurred that it is probable will be recoverable. |
| When it is probable that project costs will exceed the total contract turnover, the expected loss is recognised as an expense immediately, with a corresponding provision. |
| Tangible fixed assets |
| Improvements to property | - |
| Plant and machinery | - |
| Fixtures and fittings | - |
| Motor vehicles | - |
| Computer equipment | - |
| Stocks |
| Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing stock to its present location and condition. Cost is calculated using the first-in, first-out formula. Provision is made for damaged, obsolete and slow-moving stock where appropriate. |
| Taxation |
| Taxation for the period 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. |
| PROJECT 12 LIMITED (REGISTERED NUMBER: 09982547) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 MAY 2024 TO 31 MARCH 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Deferred taxation |
| 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 period 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 |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
| Debtors and creditors receivable / payable within one year |
| Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses. |
| Government grants |
| Government grants are recognised when there is reasonable assurance that the Company will comply with the conditions attaching to the grant and the grant will be received. |
| A grant that becomes receivable as compensation for costs already incurred is recognised as income in the period in which it becomes receivable. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the period was |
| 4. | OPERATING PROFIT |
| The operating profit is stated after charging: |
| Period |
| 1/5/24 |
| to | Year ended |
| 31/3/25 | 30/4/24 |
| £ | £ |
| Depreciation - owned assets |
| PROJECT 12 LIMITED (REGISTERED NUMBER: 09982547) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 MAY 2024 TO 31 MARCH 2025 |
| 5. | TAXATION |
| Analysis of the tax (credit)/charge |
| The tax (credit)/charge on the profit for the period was as follows: |
| Period |
| 1/5/24 |
| to | Year ended |
| 31/3/25 | 30/4/24 |
| £ | £ |
| Current tax: |
| UK corporation tax |
| Fines and penalties | - | 40 |
| Provision for R&D tax credits | (48,506 | ) | (18,164 | ) |
| Total current tax | ( |
) |
| Deferred tax |
| Tax on profit | ( |
) |
| Reconciliation of total tax (credit)/charge included in profit and loss |
| The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| Period |
| 1/5/24 |
| to | Year ended |
| 31/3/25 | 30/4/24 |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of (2024 - |
| Effects of: |
| Depreciation in excess of capital allowances |
| Adjustments to tax charge in respect of previous periods | ( |
) |
| R&D tax claims | (48,506 | ) | (18,163 | ) |
| Marginal tax rate reduction | (2,989 | ) | (36,749 | ) |
| Total tax (credit)/charge | (30,772 | ) | 167,006 |
| PROJECT 12 LIMITED (REGISTERED NUMBER: 09982547) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 MAY 2024 TO 31 MARCH 2025 |
| 6. | TANGIBLE FIXED ASSETS |
| Improvements | Fixtures |
| to | Plant and | and |
| property | machinery | fittings |
| £ | £ | £ |
| COST |
| At 1 May 2024 |
| Additions |
| At 31 March 2025 |
| DEPRECIATION |
| At 1 May 2024 |
| Charge for period |
| At 31 March 2025 |
| NET BOOK VALUE |
| At 31 March 2025 |
| At 30 April 2024 |
| Motor | Computer |
| vehicles | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1 May 2024 |
| Additions |
| At 31 March 2025 |
| DEPRECIATION |
| At 1 May 2024 |
| Charge for period |
| At 31 March 2025 |
| NET BOOK VALUE |
| At 31 March 2025 |
| At 30 April 2024 |
| 7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Trade debtors |
| Other debtors |
| Prepayments and accrued income |
| PROJECT 12 LIMITED (REGISTERED NUMBER: 09982547) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 MAY 2024 TO 31 MARCH 2025 |
| 8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Bank loans and overdrafts |
| Trade creditors |
| Tax |
| Social security and other taxes |
| VAT | 82,818 | 230,542 |
| Other creditors |
| Directors' current accounts | - | 1,937 |
| Accruals and deferred income |
| 9. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Bank loans - 2-5 years |
| 10. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 2025 | 2024 |
| £ | £ |
| Within one year |
| Between one and five years |
| In more than five years |
| 11. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2025 | 2024 |
| value: | £ | £ |
| Ordinary shares | 50p | 500 | 500 |
| 12. | RELATED PARTY DISCLOSURES |
| During the period the company paid £983,482.in dividends to its parent company Rockman Advanced Composites UK Limited. |
| 13. | ULTIMATE CONTROLLING PARTY |
| The ultimate controlling party is considered to be Rockman Advanced Composites Private Limited, based in India. |