REGISTERED NUMBER: 12363925 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

MAXTON MIDCO LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

A Hart

A Patrick

B Dale

REGISTERED OFFICE:

The Old Exchange

12 Compton Road

London

SW19 7QD

REGISTERED NUMBER:

12363925 (England and Wales)

AUDITORS:

Cooper Parry Group Limited

Statutory Auditor

First Floor, Davidson House

Forbury Square

Reading

Berkshire

RG1 3EU

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

The ultimate parent company of the Company is Maxton Topco Limited. Maxton Midco Limited acts as a holding company. The Directors anticipate the Company will continue to operate in this manner for the foreseeable future subject to the risks and uncertainties notes below.

PRINCIPAL RISKS AND UNCERTAINTIES

The Directors consider the principal risks and uncertainties facing the Company to be equivalent to those facing the Group, as outlined within the Strategic Report accompanying those consolidated financial statements.

KEY PERFORMANCE INDICATORS

Due to the nature of the business, the Company does not consider there to be any key performance indicators.

ON BEHALF OF THE BOARD:

A Hart - Director

13 June 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the Company was that of an immediate investment holding company.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

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

A Hart

A Patrick

Other changes in directors holding office are as follows:

M W Coupland - resigned 25 January 2024

B Dale - appointed 25 January 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he 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 audit business of Haines Watts was acquired by Cooper Parry Group Limited on 30th September 2024. Haines Watts has resigned as auditor and Cooper Parry Group Limited has been appointed in its place.

The auditors, Cooper Parry Group Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

A Hart - Director

13 June 2025

Opinion

We have audited the financial statements of Maxton Midco Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and 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 Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

We obtained an understanding of the legal and regulatory framework applicable to the Company and the industry in which it operates. We determined that the following laws and regulations were most significant: FRS102 - the Financial Reporting Standard applicable in the UK & The Republic of Ireland, the companies Act 2006 and relevant tax compliance regulations in the UK.

We obtained an understanding of how the Company is complying with those legal and regulatory frameworks by making enquiries of management.

We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur, by meeting with management to understand where management considered there was susceptibility to fraud. Audit procedures performed by the audit team included:

- Challenging assumptions and judgements made by management in its significant accounting estimates;

- Identifying and testing journal entries, with a focus on entries made with unusual accounting combinations;

- Confirming with management whether they have knowledge of any actual, suspected or illegal fraud;

- Evaluating whether there was evidence of bias by management that represents a risk of material misstatement due to fraud.

These procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance will all laws and regulations.

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Martin Thomas FCCA (Senior Statutory Auditor)

for and on behalf of Cooper Parry Group Limited

Statutory Auditor

First Floor, Davidson House

Forbury Square

Reading

Berkshire

RG1 3EU

13 June 2025

TURNOVER

-

-

Administrative expenses

6,036

5,750

OPERATING LOSS

4

(6,036

)

(5,750

)

Interest payable and similar expenses

5

1,456,922

1,342,505

LOSS BEFORE TAXATION

(1,462,958

)

(1,348,255

)

Tax on loss

6

-

-

LOSS FOR THE FINANCIAL YEAR

(1,462,958

)

(1,348,255

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(1,462,958

)

(1,348,255

)

FIXED ASSETS

Investments

7

5,921

5,921

CURRENT ASSETS

Debtors

8

13,109,752

13,109,752

CREDITORS

Amounts falling due within one year

9

31,177

25,142

NET CURRENT ASSETS

13,078,575

13,084,610

TOTAL ASSETS LESS CURRENT LIABILITIES

13,084,496

13,090,531

CREDITORS

Amounts falling due after more than one year

10

19,261,628

17,804,705

NET LIABILITIES

(6,177,132

)

(4,714,174

)

CAPITAL AND RESERVES

Called up share capital

13

5,921

5,921

Retained earnings

14

(6,183,053

)

(4,720,095

)

SHAREHOLDERS' FUNDS

(6,177,132

)

(4,714,174

)

The financial statements were approved and authorised for issue by the Board of Directors and authorised for issue on 13 June 2025 and were signed on its behalf by:

A Hart - Director

A Patrick - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

5,921

(3,371,840

)

(3,365,919

)

Changes in equity

Total comprehensive income

-

(1,348,255

)

(1,348,255

)

Balance at 31 December 2023

5,921

(4,720,095

)

(4,714,174

)

Changes in equity

Total comprehensive income

-

(1,462,958

)

(1,462,958

)

Balance at 31 December 2024

5,921

(6,183,053

)

(6,177,132

)

1.	STATUTORY INFORMATION

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

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

2.	ACCOUNTING POLICIES

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 the Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

Going concern

The financial statements have been prepared on a going concern basis.

The directors have carefully considered the composition of the statement of financial position, the Company's cash requirements and future cash flows of the business. The loan notes and associated interest are only payable at the earlier of sale, change of control or maturity. The Company has also obtained written confirmation of financial support from its ultimate parent company and group. On the basis of the aforementioned factors, the directors have a reasonable expectation that the Company has adequate access to resources to ensure the Company remains in operation existence for the foreseeable future being at least the next 12 months from the signing of these financial statements.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d).

Exemption from preparing consolidated financial statements

The financial statements contain information about Maxton Midco Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Maxton Topco Limited, The Old Exchange, 12 Compton Road, London, England, SW19 7QD.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Financial instruments

Financial assets and financial liabilities are recognised in the Statement of Financial Position when the Company becomes a party to the contractual provision of the instrument.

Financial liabilities and equity instruments issued by the Company are classified in accordance with the substance of the contractual arrangement entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

Interest bearing bank loans, overdrafts and other loans which meet the criteria to be classified as basic financial instruments are initially recorded at the present value of cash payable to the bank, which is ordinarily equal to the proceeds received net of direct issue costs. These liabilities are subsequently measured at amortised cost, using the effective interest rate method.

Current and deferred taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

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

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

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

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so the 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.

Borrowing costs

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

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2024 nor for the year ended 31 December 2023.

The average number of employees during the year was NIL (2023 - NIL).

2024

2023

£

£

Directors' remuneration

-

-

4.	OPERATING LOSS

The operating loss is stated after charging:

2024

2023

£

£

Auditors' remuneration

4,500

4,300

Taxation compliance services

500

450

Other non- audit services

1,000

1,000

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Management loan note interest

285,673

263,385

Vendor loan note interest

338,232

311,843

Connection Capital loan

note interest

833,017

767,277

1,456,922

1,342,505

Interest payable relates to interest charged on the 8% fixed rate loan notes.

6.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

Loss before tax

(1,462,958

)

(1,348,255

)

Loss multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.500%)

(365,740

)

(316,840

)

Effects of:

Expenses not deductible for tax purposes

279,673

242,206

Group relief claimed

86,067

74,634

Total tax charge

-

-

7.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

5,921

NET BOOK VALUE

At 31 December 2024

5,921

At 31 December 2023

5,921

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Maxton Bidco Limited

Registered office: The Old Exchange, 12 Compton Road, London, SW19 7QD

Nature of business: Holding Company

%

Class of shares:

holding

Ordinary

100.00

2024

2023

£

£

Aggregate capital and reserves

(4,882,891

)

(4,299,827

)

Loss for the year

(583,064

)

(829,092

)

Cargostore Worldwide Trading Limited

Registered office: The Old Exchange, 12 Compton Road, London, SW19 7QD

Nature of business: Supplier of DNV and ISO certified containers

%

Class of shares:

holding

Ordinary

100.00

2024

2023

£

£

Aggregate capital and reserves

23,424,259

18,884,202

Profit for the year

4,529,418

3,303,664

Cargostore Containers LLC

Registered office: Office 232, AJ Fahim Building, Mussafah, Abu Dhabi, UAE

Nature of business: Supplier of DNV and ISO certified containers

%

Class of shares:

holding

Ordinary

49.00

2024

2023

£

£

Aggregate capital and reserves

1,866,062

1,426,851

Profit for the year

413,285

622,324

Cargostore Worldwide Trading Limited controls its subsidiary undertaking through the appointment of a General Manager with sole authority over day to day management of the business and Cargostore is the sole beneficiary of 100% of earning and assets. The subsidiary is therefore treated as a wholly owned entity for the purposes of consolidation.

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed by group undertakings

13,109,752

13,109,752

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

At the reporting date, the Company had unrecognised deferred tax assets of £1,194,387 (2023 - £901,215), as there was no reasonable expectation for this to be utilised.

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed to group undertakings

25,141

19,391

Accruals and deferred income

6,036

5,751

31,177

25,142

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

£

Other loans (see note 11)

19,261,628

17,804,705

11.

LOANS

An analysis of the maturity of loans is given below:

2024

2023

£

£

Amounts falling due between one and two years:

Other loans - 1-2 years

19,261,628

17,804,705

On 6 February 2020 the Group agreed 8% fixed rate Loan notes with management, investors and vendors totalling £13,109,752. At the reporting date the liability had increased to £19,261,628 (2023 - £17,804,706) due to the interest compounding biannually until the maturity date.

Included within Loan notes are £7,495,953 (2023 - £7,495,953) secured Series A loan notes owed to

Connection Capital issued on 6 February 2020 for the indirect purchase of Cargostore Worldwide Trading Limited and its subsidiary. At the period end the Group had capitalised interest on these loans notes of £3,517,173 (2023: £2,684,155). The loan notes attract interest of 8% rolled-up, compounded biannually. The loan notes were set to mature on 6 August 2025, this has been extended to a new maturity date of 6 August 2026. Repayment of the loan notes occurs on the earlier of a sale, change of control or the maturity date.

Also included within Loan notes are £3,043,355 (2023 - £3,043,355) secured Series B loan notes owed to Alethia Holdings Three Limited issued on 6 February 2020 for the indirect purchase of Cargostore Worldwide Trading Limited and its subsidiary. At the period end the Group had capitalised interest on these loans notes of £1,428,327 (2023: £1,090,095). The loan notes attract interest of 8% rolled-up, compounded biannually. The loan notes were set to mature on 6 August 2025, this has been extended to a new maturity date of 6 August 2026. Repayment of the loan notes occurs on the earlier of a sale, change of control or the maturity date.

Also included within Loan notes are £2,570,444 (2023 - £2,570,444) secured Series C loan notes owed to management individuals issued on 6 February 2020 for the indirect purchase of Cargostore Worldwide Trading Limited and its subsidiary. At the period end the Group had capitalised interest on these loans notes of £1,206,377 (2023: £920,704). The loan notes attract interest of 8% rolled-up, compounded biannually. The loan notes were set to mature on 6 August 2025, this has been extended to a new maturity date of 6 August 2026. Repayment of the loan notes occurs on the earlier of a sale, change of control or the maturity date.

12.	SECURED DEBTS

The following secured debts are included within creditors:

2024

2023

£

£

Other loans

19,261,628

17,804,705

Other loan lenders have a fixed and floating charge over the assets and undertakings of the group.

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

592,066

Ordinary

0.01

5,921

5,921

14.

RESERVES

Retained

earnings

£

At 1 January 2024

(4,720,095

)

Deficit for the year

(1,462,958

)

At 31 December 2024

(6,183,053

)

15.	RELATED PARTY DISCLOSURES

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

At the year end the Company had loan balances outstanding with related parties, interest has been charged on these loans. Details of the balances outstanding and interest charged can be found in note 11.

16.	CONTROLLING PARTY

The immediate and ultimate parent undertaking is Maxton Topco Limited, a company registered in England and Wales.

The directors do not consider there to be an ultimate controlling party.