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Registered number: 08632490









FJC TOPCO LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

 
FJC TOPCO LIMITED
 
 
COMPANY INFORMATION


Directors
C R Church 
I S Magson 
P J Church (resigned 28 November 2024)




Registered number
08632490



Registered office
Centenary Works
Manor Way

New Road

Rainham

Essex

RM13 8RH




Independent auditors
Adler Shine LLP
Chartered Accountants & Statutory Auditor

Aston House

Cornwall Avenue

London

N3 1LF





 
FJC TOPCO LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 3
Directors' Report
4 - 6
Independent Auditors' Report
7 - 10
Consolidated Statement of Comprehensive Income
11
Consolidated Balance Sheet
12 - 13
Company Balance Sheet
14
Consolidated Statement of Changes in Equity
15
Company Statement of Changes in Equity
16
Consolidated Statement of Cash Flows
17 - 18
Consolidated Analysis of Net Debt
19
Notes to the Financial Statements
20 - 45


 
FJC TOPCO LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025

Introduction
 
The directors present their Strategic Report for the year ended 31 March 2025.
The directors, in preparing this Strategic Report, have complied with s414C of the Companies Act 2006.

Business review
 
The Group's principal activity is that of international traders in non-ferrous metals and the processing of catalytic converters for recycling.
The Group measures its performance over the year using profit margins and revenue. The Group's turnover increased by 13% to £106,983,422 (2024 - £95,039,190) mainly driven by market pricing.
Gross profit increased by £3,351,836 to £4,638,926 (2024 - £1,287,090), with the gross profit margin percentage increasing to 4.3% (2024 - 1.4%).
The competition in the UK for scrap metal remains very fierce in a market place where supply from the UK construction sector is challenging due to general economic and market conditions. However, the Group has long-established relationships with its suppliers and a diverse worldwide customer base which helps to mitigate the impact. The Group continues to monitor and review costs on a regular basis.
The Group continues to comply with Health and Safety directives and continues to invest in the processing and testing of catalytic converters. The Group sees the processing of catalytic converters as strategic to the growth of the Group and will continue to invest in the infrastructure to improve both the trading margin and to increase processing capability.
The main general risks and concerns that affect the Group are the fragile nature of the UK construction sector and the risks that are associated with overseas trade. However, the directors believe that they have the necessary controls in place to reduce these risks to an acceptable level, these measures include: a strict customer credit approval process and hedging of foreign exchange exposure. The directors are confident of achieving a continued strong performance and taking advantage of trading opportunities associated within the world economy.

Page 1

 
FJC TOPCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

Principal risks and uncertainties
 
Financial risk management objectives and policies
The Group’s activities expose it to a number of financial risks including price risk, foreign exchange risk, credit risk, interest risk and liquidity risk. The use of financial derivatives is governed by the Group’s policies approved by the board of directors, which provide written principles on the use of financial derivatives to manage these risks. The Group does not use derivative financial instruments for speculative purposes.
Foreign exchange and price risk
The Group's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and prices of Platinum Group Metals. The Group uses forward contracts to hedge its exposure to foreign exchange and prices of Platinum Group Metals.
Credit risk
The Group’s principal financial assets are bank balances and cash, trade and other receivables. The Group’s credit risk is primarily attributable to its trade receivables. This risk is mitigated by the use of credit insurance and credit limits, periodic credit reviews on existing customers and credit checks on new customers. The amounts presented in the Balance Sheet are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are finance companies of banks with high credit ratings. The Group has a concentration of credit risk, with the top 10 major customers accounting for 83% of the total exposure.
Interest rate risk
Interest rate risk exposures on the Group’s borrowings are managed by the use of both fixed and floating interest rates, exposing the Group to limited future cash flow risk.
Liquidity risk
In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the Group uses a combination of short-term and long-term debt finance.

Page 2

 
FJC TOPCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

Statement in respect of s172(1) Companies Act 2006
 
The board is committed to and actively encourages effective relationships and communication with the Group’s stakeholders to obtain a greater understanding of each other’s needs and interests which maximises value for the Group and contributes to its long-term success. The Group has identified five key stakeholder groups and examples of how the board considers their interests are set out below:
Colleagues: We recognise our employees as a key contributor to the value generated by our business. Our colleagues are experienced and are offered the opportunity for further career development by training that encompasses access to higher education, management development programmes, on the job training and health and safety initiatives. We engage with our employees through communication forms, newsletters, presentations, employee surveys and development reviews.
Customers and suppliers: We work alongside our customers to deliver high quality customer service and innovative solutions to support the many major projects on which we are engaged. We recognise that customer loyalty is key to our long-term success. We strive to maximise value from our suppliers and work with them to support the delivery of our customers’ needs.
Communities: We are at the heart of the communities in which we operate and recognise our responsibility to be good, supportive and engaged neighbours. Where appropriate, we have active liaison programmes with the communities in which we operate and we take into account their interests and concerns in our operational activities. The Group supports local causes through donations and the provision of products and labour.
Regulators and local government: Developing and sustaining good relationships with the many regulators responsible for our industry is central to the effective operation of all our business. We are committed to meeting all of our legal, regulatory and environmental obligations and during the year had regular review meetings with the Health and Safety Executive (HSE), the Environment Agency and planning authorities to ensure that the highest standards are maintained.
Shareholders: The shareholders play a critical role in the continued success of our business. We maintain purposeful and close relationships with them through site visits and financial and operating updates. The board engages with the shareholders to ensure the Group’s long term strategy is aligned with their expectations.


This report was approved by the board and signed on its behalf.



I S Magson
Director

Date: 29 August 2025

Page 3

 
FJC TOPCO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025

The directors present their report and the financial statements for the year ended 31 March 2025.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The profit for the year, after taxation, amounted to £77,073 (2024 - loss £2,592,554).

No dividends were paid during the financial year. The directors do not recommend the payment of a final dividend (2024 - £Nil).

Directors

The directors who served during the year were:

C R Church 
I S Magson 
P J Church (resigned 28 November 2024)

Going concern

The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for a minimum of 12 months after the date of signing of these financial statements. Thus they continue to adopt the going concern basis in preparing the annual financial statements.

Page 4

 
FJC TOPCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

Future developments

The Group has and will continue to invest in new machinery and equipment to further enhance its processes
and efficiencies in the recovery of recyclable materials. The Group will also invest further in the development
of its technology platform to expand its purchasing capabilities.

Engagement with suppliers, customers and others

Details on how the company has fostered relationships with suppliers, customers and others can be found within
the Section 172 statement in the Strategic Report.

Qualifying third party indemnity provisions

The Group has arranged a Directors' and Officers' liability insurance policy which has been in force during the
year and is currently in force.

Greenhouse gas emissions, energy consumption and energy efficiency action

In the financial year to 31 March 2025 the Group used 2,805 MWh of energy (2024 - 2,668 MWh), with 2,410 MWh from fuel (2024 - 2,218 MWh), and 395 MWh from electricity (2024 - 449 MWh). Using the UK government GHG Conversion Factors for the appropriate years, the Group was responsible in the financial year to 31 March 2025 for the emission of 711 Tonnes of CO2e (2024 - 650 Tonnes of CO2e).
The Group has chosen the intensity measurement ratio as the total CO2e emission in metric tonnes CO2e per average employee which equates to an intensity ratio for the year of 15.5 tonnes CO2e emission per average employee (2024 - 13.5 tonnes CO2e).

The Group has defined a Climate Strategy up to 2030 which is focused on the Paris climate targets and Science based target initiative. The 3 pillars of the Strategy are:
1. Energy Efficiency (in production, infrastructure and vehicle fleet);
2. Energy Supply (Producing its own Energy and long-term investment in renewable energy); and
3. Alternative Technologies (Testing alternative technology for motor vehicle fleet cranes and fork lift trucks).

As a subsidiary of FJC Topco Limited, F.J. Church & Sons Limited has contributed to this strategy by measures taken to reduce energy consumption.
The Group has determined it is not practical to provide a split of Scope 1 and Scope 2 emissions.

Page 5

 
FJC TOPCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025


Matters covered in the Group Strategic Report

The financial risk management, engagement with others and future developments of the Company are
discussed in the Strategic Report.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditors, Adler Shine were appointed auditors during the year, and they will be proposed for reappointment
in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





I S Magson
Director

Date: 29 August 2025

Page 6

 
FJC TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FJC TOPCO LIMITED
 

Opinion


We have audited the financial statements of FJC Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 Group's and of the parent Company's affairs as at 31 March 2025 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.


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 Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


Page 7

 
FJC TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FJC TOPCO LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of 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.


Opinion 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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


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


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


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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 is 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 8

 
FJC TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FJC TOPCO LIMITED (CONTINUED)


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 Auditors' 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 Group financial statements.


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 identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. 
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have:
• considered the nature of the industry and sectors, control environment and business performance;
• made enquires of management about their own identification and assessment of the risk of irregularities; 
• performed audit work over the risk of management override of controls, including testing of journal entries   and other adjustments for appropriateness and reviewing accounting estimates for bias;
• reviewed minutes of meetings;
• undertaken appropriate sample based testing of bank transactions;
• identified and evaluated compliance with relevant laws and regulations and made enquiries of any    instances of non-compliance;
• discussed matters among the audit engagement team regarding how and where fraud might occur in the   financial statements and potential indicators of fraud.
Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 


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 Auditors' Report.


Page 9

 
FJC TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FJC TOPCO LIMITED (CONTINUED)


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 2006Our 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 an Auditors' Report 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.





Engin Zekia BSc FCA (Senior Statutory Auditor)
for and on behalf of
Adler Shine LLP
Chartered Accountants
Statutory Auditor
Aston House
Cornwall Avenue
London
N3 1LF

29 August 2025
Page 10

 
FJC TOPCO LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025

2025
2024
Note
£
£

  

Turnover
 4 
106,983,422
95,039,190

Cost of sales
  
(102,344,496)
(93,752,100)

Gross profit
  
4,638,926
1,287,090

Administrative expenses
  
(3,964,276)
(3,995,743)

Other operating income
 5 
9,636
8,032

Operating profit/(loss)
 6 
684,286
(2,700,621)

Interest receivable and similar income
 10 
2,084
3,563

Interest payable and similar expenses
 11 
(680,972)
(585,014)

Profit/(loss) before tax
  
5,398
(3,282,072)

Tax on profit/(loss)
 13 
71,675
689,518

Profit/(loss) for the financial year
  
77,073
(2,592,554)

Profit/(loss) for the year attributable to:
  

Owners of the parent company
  
77,073
(2,592,554)

  
77,073
(2,592,554)

There were no recognised gains and losses for 2025 or 2024 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 20 to 45 form part of these financial statements.

Page 11

 
FJC TOPCO LIMITED
REGISTERED NUMBER: 08632490

CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 14 
1,461,729
1,634,037

Tangible assets
 15 
1,239,304
1,588,890

  
2,701,033
3,222,927

Current assets
  

Stocks
 17 
9,215,647
8,953,904

Debtors: amounts falling due within one year
 18 
9,412,053
11,331,243

Cash at bank and in hand
 19 
7,015
98,633

  
18,634,715
20,383,780

Creditors: amounts falling due within one year
 20 
(14,178,348)
(15,721,479)

Net current assets
  
 
 
4,456,367
 
 
4,662,301

Total assets less current liabilities
  
7,157,400
7,885,228

Creditors: amounts falling due after more than one year
 21 
(19,900)
(723,590)

Provisions for liabilities
  

Deferred tax
 24 
(298,334)
(399,545)

  
 
 
(298,334)
 
 
(399,545)

Net assets
  
6,839,166
6,762,093


Capital and reserves
  

Called up share capital 
 25 
33,300
33,300

Share premium account
 26 
299,700
299,700

Profit and loss account
 26 
6,506,166
6,429,093

  
6,839,166
6,762,093


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




I S Magson
Director

Date: 29 August 2025

The notes on pages 20 to 45 form part of these financial statements.
Page 12

 
FJC TOPCO LIMITED
REGISTERED NUMBER: 08632490
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2025


Page 13

 
FJC TOPCO LIMITED
REGISTERED NUMBER: 08632490

COMPANY BALANCE SHEET
AS AT 31 MARCH 2025

2025
2024
Note
£
£

Fixed assets
  

Investments
 16 
4,415,439
4,415,439

  
4,415,439
4,415,439

Current assets
  

Cash at bank and in hand
 19 
31
239

  
31
239

Creditors: amounts falling due within one year
 20 
(3,953,686)
(3,262,814)

Net current liabilities
  
 
 
(3,953,655)
 
 
(3,262,575)

Total assets less current liabilities
  
461,784
1,152,864

  

Creditors: amounts falling due after more than one year
 21 
-
(650,000)

  

Net assets excluding pension asset
  
461,784
502,864

Net assets
  
461,784
502,864


Capital and reserves
  

Called up share capital 
 25 
33,300
33,300

Share premium account
 26 
299,700
299,700

Profit and loss account brought forward
  
169,864
(757,310)

Loss/(profit) for the year
  
(41,080)
927,174

Profit and loss account carried forward
  
128,784
169,864

  
461,784
502,864


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


I S Magson
Director

Date: 29 August 2025

The notes on pages 20 to 45 form part of these financial statements.

Page 14

 
FJC TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025


Called up share capital
Share premium account
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£
£


At 1 April 2023
33,300
299,700
9,021,647
9,354,647
9,354,647


Comprehensive income for the year

Loss for the year
-
-
(2,592,554)
(2,592,554)
(2,592,554)



At 1 April 2024
33,300
299,700
6,429,093
6,762,093
6,762,093


Comprehensive income for the year

Profit for the year
-
-
77,073
77,073
77,073


At 31 March 2025
33,300
299,700
6,506,166
6,839,166
6,839,166


The notes on pages 20 to 45 form part of these financial statements.

Page 15

 
FJC TOPCO LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 April 2023
33,300
299,700
(757,310)
(424,310)


Comprehensive income for the year

Profit for the year
-
-
927,174
927,174



At 1 April 2024
33,300
299,700
169,864
502,864


Comprehensive income for the year

Loss for the year
-
-
(41,080)
(41,080)


At 31 March 2025
33,300
299,700
128,784
461,784


The notes on pages 20 to 45 form part of these financial statements.

Page 16

 
FJC TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025

2025
2024
£
£

Cash flows from operating activities

Profit/(loss) for the financial year
77,073
(2,592,554)

Adjustments for:

Amortisation of intangible assets
172,308
172,308

Depreciation of tangible assets
432,501
486,099

Loss on disposal of tangible assets
-
(5,018)

Interest paid
680,972
585,014

Interest received
(2,084)
(3,563)

Taxation charge
(71,675)
(689,518)

(Increase)/decrease in stocks
(261,744)
8,017,998

Decrease/(increase) in debtors
1,839,133
(1,507,627)

(Decrease) in creditors
(1,406,236)
(1,972,513)

Corporation tax received/(paid)
80,680
(218,610)

Movement of derivative financial instruments
270,373
1,215,441

Net cash generated from operating activities

1,811,301
3,487,457


Cash flows from investing activities

Sale of intangible assets
-
5,500

Purchase of tangible fixed assets
(82,916)
(114,029)

Interest received
2,084
3,563

Net cash from investing activities

(80,832)
(104,966)
Page 17

 
FJC TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025


2025
2024

£
£



Cash flows from financing activities

Repayment of other loans
(842,720)
(800,000)

Repayment of/new finance leases
(211,608)
(260,438)

Interest paid
(680,971)
(568,151)

Movement in receivables financing facility
514,098
(2,601,538)

Inflows on precious metal leasing facility
5,000,513
6,140,401

Outflows on precious metal leasing facility
(5,602,875)
(5,268,351)

Net cash used in financing activities
(1,823,563)
(3,358,077)

Net (decrease)/increase in cash and cash equivalents
(93,094)
24,414

Cash and cash equivalents at beginning of year
98,633
74,219

Cash and cash equivalents at the end of year
5,539
98,633


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
7,015
98,633

Bank overdrafts
(1,476)
-

5,539
98,633


The notes on pages 20 to 45 form part of these financial statements.

Page 18

 
FJC TOPCO LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MARCH 2025







At 1 April 2024
Cash flows
Repayment of loans
Repayment of finance leases
Other non-cash changes
At 31 March 2025
£

£

£

£

£

£

Cash at bank and in hand

98,683

(91,668)

-

-

-

7,015

Bank overdrafts

-

(1,476)

-

-

-

(1,476)

Debt due after 1 year

(650,000)

-

-

-

650,000

-

Debt due within 1 year

(9,537,412)

88,267

842,720

-

(650,000)

(9,256,425)

Finance leases

(285,198)

-

-

211,608

-

(73,590)

Liquid investments

-

-

-

-

-

-


(10,373,927)
(4,877)
842,720
211,608
-
(9,324,476)

The notes on pages 20 to 45 form part of these financial statements.

Page 19

 
FJC TOPCO LIMITED
   
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

1.


General information

FJC Topco Limited is a company incorporated in the United Kingdom under the Companies Act 2006. The Company is a private company limited by shares and is registered in England and Wales. The address of the registered office is Centenary Works, Manor Way, Rainham, Essex, RM13 8RH. 
The nature of the Group's operations and its principal activities are set out in the Strategic Report on page 1.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2015.

Page 20

 
FJC TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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 profit or loss

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

When these criteria are met depends upon the terms of the sale of the goods. The Company sells
goods on Incoterms, including but not limited to Delivered at Place (DAP), Cost and Freight (CFR),
Cost, Insurance and Freight (CIF). Revenue is recognised when the performance obligations have
 
Page 21

 
FJC TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)


2.4
Revenue (continued)

been satisfied, which is once control of the goods has transferred from the Company to the buyer.
That may be when the product is delivered to the destination specified by the customer, which may
be the vessel on which it is shipped, the destination port, or the customer's premises, depending
upon the terms of sale agreed.
In respect of certain goods sold (processed catalytic converters), once the customer has control of
the goods following delivery, the Company remains significantly exposed to the price risk of those
goods due to movement in market prices of the underlying precious metal content. That exposure
ceases once the final selling price is agreed by both parties at the final pricing which normally ranges
from 90-120 days after the customer has received the goods. For those goods, revenue is
recognised at the final pricing date. In respect of those goods delivered to customers at year end
where the revenue has not yet ben recognised at year end, the goods are included within inventory.
Revenue generated from fair value gains and losses on financial instruments commodity derivatives
is recognised when the gain/loss crystalises which is usually upon settlement of the financial
instrument.

 
2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 22

 
FJC TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 23

 
FJC TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.11

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery
-
10 - 25%
Motor vehicles
-
25%
Fixtures and fittings
-
25%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 24

 
FJC TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.17

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 25

 
FJC TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.18

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.19

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The
Page 26

 
FJC TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)


2.19
Financial instruments (continued)

impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Page 27

 
FJC TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)


2.19
Financial instruments (continued)

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In preparing these financial statements, the directors have made the following judgements:
Valuation of derivative financial instruments:
The fair value of derivative financial instruments is determined using valuation techniques which involve
significant judgement. For commodity related derivatives, the key assumptions include the probability of
underlying commodity price fluctuations, the expected volatility of the availability and demand of the
commodity, and the market's perception of such volatility. The value of forward contracts have been
determined using a recognised valuation model that takes into account current market inputs and uses
observable data, to the extent possible. Where market conditions are less observable, reliance has been
placed on the best available information, which includes quotes from financial institutions and historical
data. The forward currency contracts are measured at fair value, which is determined using valuation
techniques that utilise observable inputs. The key assumptions used in valuing the derivatives are the
forward exchange rates for GBP:USD and GBP:EUR. Where market conditions are less observable,
reliance has been placed on the best available information, which includes quotes from financial
institutions and historical data.
Carrying amount of stocks:
The carrying value of stock is recorded at the lower of cost and net realisable value. The provisioning
policy is based on reviewing the year end stock to assess factors such as the ageing and quality of stock
with historic and anticipated sales and price reductions and potential future changes in the market price of
the underlying stocks and commodities.
Recoverability of debtors:
The Company regularly reviews the recoverability of debtors including trade debtors and amounts owed by
the parent company. This involves assessing any objective evidence of impairment of financial assets
measured at cost of amortised cost. The process includes reviewing observable data that comes to our
attention and considering other factors that may indicate impairment. If there is an indication that full
recovery may be at risk, an appropriate provision is made by taking into account the age of the debt and
period outstanding.

Page 28

 
FJC TOPCO LIMITED
   
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

4.


Turnover

An analysis of turnover by class of business is as follows:


2025
2024
£
£

Sale of goods
107,370,457
90,801,625

Commodity derivatives
(387,035)
4,237,565

106,983,422
95,039,190


Sale of goods represent turnover attributable to the principal activity (sale of non-ferrous metals and the
processing of catalytic converters for recycling). Commodity derivatives represents fair value gains and
(losses) on financial instrument commodity derivatives.
The analysis of turnover by geographical market required by paragrpah 68 of Schedule 1 to the Large
and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008 has not been
provided as, in the opinion of the directors, such disclosure would be seriously prejudicial to the interests
of the Group.


5.


Other operating income

2025
2024
£
£

Other operating income
9,636
8,032

9,636
8,032



6.


Operating profit/(loss)

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

2025
2024
£
£

Foreign exchange (gain)/loss - includes commodity derivatives
292,776
(21,497)

Hire of plant and machinery - operating leases
(11,612)
32,400

Rental of office premise
72,000
72,000

Depreciation charge on owned tangible fixed assets
314,183
245,246

Depreciation charge on financed tangible fixed assets
118,319
240,853

Amortisation of goodwill
172,308
172,308

Research and development costs incurred during the year were £246,170 (2024 - £343,396).

Page 29

 
FJC TOPCO LIMITED
   
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors and their associates:


2025
2024
£
£

Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
48,000
60,000

Fees payable to the Company's auditors and their associates in respect of:

Taxation compliance services
2,000
6,300

All non-audit services not included above
-
15,125


8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
2025
2024
£
£


Wages and salaries
2,220,349
2,221,206

Social security costs
231,132
259,206

Cost of defined contribution scheme
39,906
36,874

2,491,387
2,517,286


The average monthly number of employees, including the directors, during the year was as follows:


        2025
        2024
            No.
            No.







Operations
14
14



Administration
10
11



General labour
22
23

46
48

The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL)
Page 30

 
FJC TOPCO LIMITED
   
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

9.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
244,933
352,313

Group contributions to defined contribution pension schemes
1,320
1,320

246,253
353,633


During the year retirement benefits were accruing to one directors (2024 - one) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £234,934 (2024 - £342,313).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,320 (2024 - £1,320).


10.


Interest receivable

2025
2024
£
£


Other interest receivable
2,084
3,563

2,084
3,563


11.


Interest payable and similar expenses

2025
2024
£
£


Other loan interest payable
40,888
72,729

Finance leases and hire purchase contracts
18,137
19,579

Bank facilities interest
621,947
492,706

680,972
585,014

Page 31

 
FJC TOPCO LIMITED
   
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

12.


Derivative financial instruments

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Page 32

 
FJC TOPCO LIMITED
   
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Page 33

 
FJC TOPCO LIMITED
   
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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13.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
29,536
-

Adjustments in respect of previous periods
-
(596,380)


29,536
(596,380)


Total current tax
29,536
(596,380)
Page 34

 
FJC TOPCO LIMITED
   
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
 
13.Taxation (continued)


 
 
 
Deferred tax


Origination and reversal of timing differences
(101,211)
(93,138)

Total deferred tax
(101,211)
(93,138)


Tax on profit/(loss)
(71,675)
(689,518)

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


Profit/(loss) on ordinary activities before tax
5,398
(3,282,072)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
1,350
(820,518)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
(40,407)
96,550

Capital allowances for year in excess of depreciation
92,235
(485)

Utilisation of tax losses
(18,207)
686,939

Adjustments to tax charge in respect of prior periods
-
(522,073)

Short-term timing difference leading to an increase (decrease) in taxation
(58,135)
18,206

Additional credit for R&D expenditure
(48,511)
(148,137)

Total tax charge for the year
(71,675)
(689,518)

Page 35

 
FJC TOPCO LIMITED
   
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

14.


Intangible assets

Group and Company





Goodwill

£



Cost


At 1 April 2024
3,466,249



At 31 March 2025

3,466,249



Amortisation


At 1 April 2024
1,832,212


Charge for the year on owned assets
172,308



At 31 March 2025

2,004,520



Net book value



At 31 March 2025
1,461,729



At 31 March 2024
1,634,037

Company
The company had no intangible assets as at 31 March 2025 (2024 - £Nil).



Page 36

 
FJC TOPCO LIMITED
   
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

15.


Tangible fixed assets

Group






Plant and machinery
Motor vehicles
Fixtures and fittings
Total

£
£
£
£



Cost or valuation


At 1 April 2024
3,624,258
304,028
108,410
4,036,696


Additions
79,013
-
3,903
82,916



At 31 March 2025

3,703,271
304,028
112,313
4,119,612



Depreciation


At 1 April 2024
2,103,342
277,587
66,877
2,447,806


Charge for the year
388,733
26,441
17,328
432,502



At 31 March 2025

2,492,075
304,028
84,205
2,880,308



Net book value



At 31 March 2025
1,211,196
-
28,108
1,239,304



At 31 March 2024
1,520,916
26,441
41,533
1,588,890

The carrying value of assets under finance lease at 31 March 2025 was £73,590 (2024 - £284,310).


16.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 April 2024
4,415,439



At 31 March 2025
4,415,439




Page 37

 
FJC TOPCO LIMITED
   
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

F.J. Church & Sons Limited
Centenary Works, Manor Way, Rainham, Essex, RM13 8RH
Ordinary
100%

The aggregate of the share capital and reserves as at 31 March 2025 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)

F.J. Church & Sons Limited
9,294,709
254,077


17.


Stocks

Group
Group
2025 
2024
£
£

Finished goods and goods for resale
9,215,647
8,953,904

9,215,647
8,953,904


Stocks are stated net of provisions for impairment of £Nil (2024 - £50,000).
Company
The company had no stock as at 31 March 2025 (2024 - £Nil).

Page 38

 
FJC TOPCO LIMITED
   
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

18.


Debtors

Group
Group
2025
2024
£
£


Trade debtors
7,520,698
10,222,606

Other debtors
1,597,742
695,733

Prepayments and accrued income
130,193
169,428

Corporation tax receivable
133,259
243,476

Derivative financial instruments
30,161
-

9,412,053
11,331,243



19.


Cash and cash equivalents

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Bank and cash balances
7,015
98,633
31
239

Bank overdrafts
(1,476)
-
-
-

5,539
98,633
31
239


Page 39

 
FJC TOPCO LIMITED
   
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

20.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Bank overdrafts
1,476
-
-
-

Vendor loan note and interest
612,207
804,927
612,207
804,927

Trade creditors
3,807,368
5,150,071
-
-

Amounts owed to group undertakings
-
-
3,339,925
2,454,755

Other taxation and social security
61,249
60,218
-
-

Obligations under finance lease and hire purchase contracts
53,690
211,608
-
-

Receivables financing liabilities
6,432,717
5,918,619
-
-

Other creditors
52,133
53,623
1,554
3,132

Accruals
532,572
595,646
-
-

Derivative financial instruments (note 12)
413,435
112,901
-
-

Precious metal leasing facility
2,211,501
2,813,866
-
-

14,178,348
15,721,479
3,953,686
3,262,814


Vendor loan note and vendor loan note interest relates to the current portion of a 9 year vendor loan note and accrued interest payable on this loan owed by the Group.
Included in Vendor Loan Note and Interest, there was an accured interest of £2,207 (2024 - £4,927) at the year end. The Vendor Loan Note bears interest 4%. The vendor loan notes are secured by way of a guarantee and debenture given by the Company and its subsidiary (F.J. Church & Sons Limited).
The amounts due in respect of receivables financing liability contain fixed and floating charges over all
the assets of the Group in favour of HSBC UK Bank Plc and bear interest at base rate plus 1.85% per
annum. The amounts are so secured over the trade debtor balances.
The amounts due in respect of the precious metal leasing financing facility is secured by a charge over
stock held by the Group and by a fixed and floating charges over all of the assets of the Group in favour of HSBC UK Bank Plc.
The Group entered into a debenture loan agreement with its bank that is secured by fixed and floating
charges over all the property or undertakings of the Group.
The Group entered into a debenture loan agreement with its bank that is secured by fixed and floating charges over all the property or undertaking of the Group.

Page 40

 
FJC TOPCO LIMITED
   
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

21.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Vendor loan note
-
650,000
-
650,000

Net obligations under finance leases and hire purchase contracts
19,900
73,590
-
-

19,900
723,590
-
650,000


The hire purchase contract grants the Group the option to purchase the related asset at the end of the hire purchase contract.
Vendor loan note is secured by a fixed and floating charge by way of a guarantee and debenture granted by the Company and its subsidiary and relating to the non-current portion of a vendor which is due to mature on 31 October 2025. A yearly interest 4% (2024 - 4%) was charged in the year.




22.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2025
2024
£
£

Within one year
53,690
211,608

Between 1-5 years
19,900
73,590

73,590
285,198

Page 41

 
FJC TOPCO LIMITED
   
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

23.


Financial instruments

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Financial assets

Financial assets measured at fair value through profit or loss
30,161
-
-
-

Financial assets measured at amortised cost
9,123,979
11,016,972
31
239

9,154,140
11,016,972
31
239


Financial liabilities

Financial liabilities measured at fair value through profit or loss
(2,624,936)
(2,926,767)
-
-

Financial liabilities measured at amortised cost
(11,510,587)
(13,458,084)
(3,953,686)
(3,912,814)

(14,135,523)
(16,384,851)
(3,953,686)
(3,912,814)


Financial assets and financial liabilities measured at fair value through profit or loss comprise derivative financial instruments and the precious metal leasing facility.


Financial assets measured at amortised cost comprise cash at bank and in hand, trade debtors and other debtors.


Financial liabilities measured at amortised cost comprise receivables financing liability, precious metal leasing facility, trade creditors, vendor loan note, amounts owed to group undertakings, net obligations under finance lease and hire purchase contracts, other creditors and accruals.

Page 42

 
FJC TOPCO LIMITED
   
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

24.


Deferred taxation


Group



2025


£






At beginning of year
(399,545)


Charged to profit or loss
101,211



At end of year
(298,334)







Group
Group
2025
2024
£
£

Accelerated capital allowances
(291,233)
(373,538)

Short term timing differences
(7,101)
(26,007)

(298,334)
(399,545)


25.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



133,200 Ordinary A shares of £0.10 each
13,320
13,320
169,830 Ordinary B shares of £0.10 each
16,983
16,983
29,970 Ordinary C shares of £0.10 each
2,997
2,997

33,300

33,300

Each Ordinary shares entitle each holder to one voting right and no right to fixed income.
The ordinary shares rank equally for the purpose of participating in the assets of the Company in the event of the Company being wound up and for the purpose of dividends, although dividends may be declared on a class basis. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.


Page 43

 
FJC TOPCO LIMITED
   
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

26.


Reserves

Share premium account

The share premium account includes the premium on issue of equity shares, net of any issue costs.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.


27.


Pension commitments

The Group contributes to defined contribution pension schemes. The assets of such schemes are held
seperately from those of the Group in independently administered funds. The pension cost charge represents contributions payable by the Group to the fund and amounted to £39,906 (2024 - £36,874).
Contributions totalling £8,958 (2024 - £8,870) were payable to the fund at the balance sheet date and are
included in creditors.


28.


Commitments under operating leases

At 31 March 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2025
2024
£
£

Not later than 1 year
104,476
89,066

Later than 1 year and not later than 5 years
33,365
6,768

137,841
95,834
The Company had no commitments under the non-cancellable operating leases as at 31 March 2025 (2024 - £Nil).


29.Other financial commitments and contigencies

The Group has provided the following guarantees of £264,095:
- Guarantee dated 21 May 2018 in favour of HMRC for £100,000;
- Guarantee dated 18 March 2021 in favour of HMRC for £135,000;
- Guarantee dated 18 October 2024 in favour of Environment Agency for £29,095.

Page 44

 
FJC TOPCO LIMITED
   
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

30.


Related party transactions

During the year premises rent of £72,000 (2024 - £72,000) was paid to P Church and S Church, the former was a director of the parent company during the year, and both are shareholders.
Vendor loan notes - During the year, the Group paid a principal amount of £842,718 (2024 - £802,716) to P J Church and S Church in relation to vendor loan notes repayments of capital and interest. At the year end, the vendor loan balance outstanding was £612,208 including principal and accrued interest (2024 - £1,454,927). The Group paid accrued interest of £40,888 (2024 - £72,729) at a rate of 4%. The vendor loan notes are secured, see note 20 and 21.


31.


Controlling party

Mr I S Magson is a director of the Group who along with the former owners and senior management of the Group, control 100% of the issued share capital. No individual has a controlling interest and accordingly, there is no ultimate controlling party.

 
Page 45