ACCOUNTS - Final Accounts preparation

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

Registered number: 13741008

PROJECT CRYSTAL BIDCO LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

PROJECT CRYSTAL BIDCO LIMITED

COMPANY INFORMATION

Directors	N R M Seaman
	T A W Wheeler
	J Tierney
	R Hunt


Registered number	13741008


Registered office	Tuff X Processed Glass Ltd
	Nexus House Randles Road
	Knowsley Business Park
	Prescot
	Merseyside
	L34 9HX


Independent auditors	Langtons Professional Services Limited
	Chartered Accountants & Statutory Auditor
	The Plaza
	100 Old Hall Street
	Liverpool
	L3 9QJ

PROJECT CRYSTAL BIDCO LIMITED

CONTENTS

	Page
Strategic report	1 - 2
Directors' report	3 - 4
Independent auditors' report	5 - 8
Statement of comprehensive income	9
Balance sheet	10
Statement of changes in equity	11
Notes to the financial statements	12 - 23

PROJECT CRYSTAL BIDCO LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The Directors present their Strategic Report together with the audited financial statements for the year ended 31 December 2024.

Principal activity and business review

The principal activity of Project Crystal Bidco Ltd is that of a holding company and the provision of management services.
In December 2021, The Fifth Alcuin Fund LP acquired a majority shareholding in GJC Holdings Limited and its subsidiaries. Project Crystal Topco Limited and Project Crystal Bidco Limited were the acquisition vehicles that were incorporated in order to effect the acquisition.
The loss after tax for the period was £1,818,967 (2023 - loss £69,527).

Financial key performance indicators

The Company’s main income is derived from its subsidiary Tuff X Processed Glass Limited and therefore the Directors monitor the key performance indicators of Tuff X which were:
• Sales order intake
• Production output
• Cash flow
• Delivery performance
• Energy usage

Page 1

PROJECT CRYSTAL BIDCO LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties

The Company’s principal investment is Tuff X Processed Glass Limited ('Tuff X') and therefore its principal risks and uncertainties are those facing Tuff X which are:
Competition
The Company operates in a highly competitive market. The Company mitigates this risk by continuously investing in new plant, developing new product offerings and building long term relationships built upon quality and flexibility. In addition, the Company invests in its own delivery fleet enabling the Company to offer a market leading nationwide delivery service.
Credit risk
The Company has a large customer base which due its size could present a potential credit exposure. The Company manages this risk by investing in its credit control department which carefully monitors customer credit levels. This risk is further mitigated by an insurance contract to cover the possibility of a customer defaulting.
Political
The impact of the Ukraine war has caused energy costs to spiral which has affected the whole glass industry. The Company mitigates this risk by carefully monitoring electricity prices and fixing wholesale energy prices where appropriate. Customer pricing is continually reviewed to reflect changing energy prices.
Future developments
The Company continues to look to secure additional market share by securing new customers and developing existing relationships.
Research and development
Continuous focus will be given to research and development to ensure that new and improved products are released into the market.

This report was approved by the board on 1 May 2025 and signed on its behalf.

J Tierney

Director

Page 2

PROJECT CRYSTAL BIDCO LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' report 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 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 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 for the Company's financial statements 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 to 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.

Results and dividends

The loss for the year, after taxation, amounted to £1,818,967 (2023 - loss £69,527).

The Directors do not propose a dividend for the year (2023 – £Nil).

Directors

The directors who served during the year were:

N R M Seaman

T A W Wheeler

J Tierney

R Hunt

Qualifying third party indemnity provisions

The Company has provided an indemnity for its directors, which is a qualifying third-party indemnity provision for the purposes of the Companies Act 2006.

Matters covered in the Strategic Report

Disclosures required under S416(4) of the Companies Act 2006 are commented upon in the Strategic Report as the Directors consider them to be of strategic importance to the group.

Page 3

PROJECT CRYSTAL BIDCO LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

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'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's auditors are aware of that information.

Post balance sheet events

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

Auditors

The auditors, Langtons Professional Services Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 1 May 2025 and signed on its behalf.

J Tierney

Director

Page 4

PROJECT CRYSTAL BIDCO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT CRYSTAL BIDCO LIMITED

Opinion

We have audited the financial statements of Project Crystal Bidco Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, 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 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 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 5

PROJECT CRYSTAL BIDCO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT CRYSTAL BIDCO 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 Report. 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. 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 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 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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 Directors' responsibilities statement set out on page 3, 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 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.

Page 6

PROJECT CRYSTAL BIDCO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT CRYSTAL BIDCO 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 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:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud.
The objectives of our audit, in respect to fraud, are:
• to identify and assess the risks of material misstatement of the financial statements due to fraud;
• to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due
to fraud, through designing and implementing appropriate responses; and
• to respond appropriately to fraud or suspected fraud identified during the audit.
However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
Our approach was as follows:
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are those that relate to the reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK.
We understood how the Company is complying with those frameworks by making enquiries of management.
Through consideration of the results of our audit procedures we were able to either corroborate or provide
contrary evidence which was then followed up.
Based on our understanding we designed our audit procedures to identify non-compliance with laws and
regulations. Our procedures involved:
• enquiries of management; and
• journal entry testing, with a focus on journals indicating large or unusual transactions based on our
understanding of the business.
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 it considered there was susceptibility to fraud.
We also considered performance targets and their propensity to influence efforts made by management to manage revenue and earnings.
Where the risk was considered to be higher, including areas impacting key performance indicators or management remuneration, we performed audit procedures to address each identified fraud risk or other risk of

Page 7

PROJECT CRYSTAL BIDCO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT CRYSTAL BIDCO LIMITED (CONTINUED)

material misstatement. These procedures included those on revenue recognition detailed above, the assessment of items identified by management as non-recurring and testing manual journals and were designed to provide reasonable assurance that the financial statements were free from material fraud or error.

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.

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 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.

Eifion Roberts (Senior statutory auditor)

for and on behalf of

Langtons Professional Services Limited

Chartered Accountants

Statutory Auditor

The Plaza

100 Old Hall Street

Liverpool

L3 9QJ

1 May 2025

Page 8

PROJECT CRYSTAL BIDCO LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	818,491	779,256
Gross profit		818,491	779,256
Administrative expenses		(753,008)	(740,076)
Operating profit		65,483	39,180
Income from fixed assets investments		1,000,000	2,550,000
Interest payable and similar expenses	9	(3,463,374)	(3,188,975)
Loss before tax		(2,397,891)	(599,795)
Tax on loss	10	578,924	530,268
Loss for the financial year		(1,818,967)	(69,527)

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 12 to 23 form part of these financial statements.

Page 9

PROJECT CRYSTAL BIDCO LIMITED

REGISTERED NUMBER: 13741008

BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Investments	11		15,333,238		15,333,238
			15,333,238		15,333,238
Current assets
Debtors: amounts falling due within one year	12	13,720,692		14,119,425
Cash at bank and in hand	13	6,386		441
		13,727,078		14,119,866
Creditors: amounts falling due within one year	14	(62,957)		(57,389)
Net current assets			13,664,121		14,062,477
Total assets less current liabilities			28,997,359		29,395,715
Creditors: amounts falling due after more than one year	15		(30,690,747)		(29,270,136)

Net (liabilities)/assets			(1,693,388)		125,579

Capital and reserves
Called up share capital	18	96,326	96,326
Profit and loss account	19	(1,789,714)	29,253
		(1,693,388)	125,579

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 1 May 2025.

J Tierney

Director

The notes on pages 12 to 23 form part of these financial statements.

Page 10

PROJECT CRYSTAL BIDCO LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2023	96,326	98,780	195,106
Comprehensive income for the year
Loss for the year	-	(69,527)	(69,527)
Total comprehensive income for the year	-	(69,527)	(69,527)

At 1 January 2024	96,326	29,253	125,579
Comprehensive income for the year
Loss for the year	-	(1,818,967)	(1,818,967)
Total comprehensive income for the year	-	(1,818,967)	(1,818,967)
At 31 December 2024	96,326	(1,789,714)	(1,693,388)

The notes on pages 12 to 23 form part of these financial statements.

Page 11

PROJECT CRYSTAL BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Project Crystal Bidco Limited is a private company limited by shares incorporated in England and Wales under the Companies Act 2006. The address of the registered office is given on the Company Information page and the nature of the Company's operations and its principal activity are set out in the Strategic Report.

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 management to exercise judgement in applying the Company's accounting policies (see note 3).

The presentational and functional currency of these financial statements is GBP. Values are rounded to the nearest pound.

The following principal accounting policies have been applied:

2.2

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 the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Project Crystal Topco Limited as at 31 December 2024 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.

2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 12

PROJECT CRYSTAL BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Going concern

The Directors have performed a review of the future profitability and cashflows of the business and
have concluded that the company remains a going concern.

2.5

Turnover

Turnover represents management charges received from group companies. These are recognised in the period to which these charges relate.

2.6

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.

2.7

Borrowing costs

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

2.8

Pensions

Defined contribution pension plan
Tuff X Processed Glass Limited, a subsidiary company, operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds.

Page 13

PROJECT CRYSTAL BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.9

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 operates and generates 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 Company 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.

2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.11

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.

2.12

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.

2.13

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 14

PROJECT CRYSTAL BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.14

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.

Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation.

Increases in provisions are generally charged as an expense to profit or loss.

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

In preparing these financial statements, the directors have made the following judgements:
• Determine whether the carrying value on investments and amounts owed by group undertakings is
recoverable at the period end. This decision is based on the underlying performance and position of
trading subsidiary Tuff X Processed Glass Limited.
There are no further sources of key judgement or estimation uncertainty.

Management fees	818,491	779,256
	818,491	779,256

All turnover arose within the United Kingdom.

5.	Auditors' remuneration
	The audit fee of £1,750 (2023 - £2,750) for the audit of the Company's accounts was borne by subsidiary undertaking Tuff X Processed Glass Limited and not recharged.

Page 15

PROJECT CRYSTAL BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Wages and salaries	523,350	493,813
Social security costs	66,893	62,712
Cost of defined contribution scheme	44,234	37,716
	634,477	594,241

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

	2024	2023
	No.	No.

Directors	2	2
Administration	2	2

	4	4

7.	Directors' remuneration
		2024	2023
		£	£

Directors' emoluments	325,162	313,151
Company contributions to defined contribution pension schemes	26,877	26,028
	352,039	339,179

	During the year retirement benefits were accruing to 2 directors (2023 - 2) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £168,694 (2023 - £161,856).
	The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £19,433 (2023 - £18,818).

Page 16

PROJECT CRYSTAL BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

8.	Income from investments
		2024	2023
		£	£

	Income from fixed asset investments	1,000,000	2,550,000

9.	Interest payable and similar expenses
		2024	2023
		£	£

Bank interest payable	1,042,764	990,204
Other loan interest payable	2,227,723	2,020,676
Amortisation of debt issue costs	192,887	178,095
	3,463,374	3,188,975

Corporation tax
Current tax on profits for the year	(292,542)	(347,392)
Adjustments in respect of previous periods	-	33,137
	(292,542)	(314,255)

Total current tax	(292,542)	(314,255)

Deferred tax
Origination and reversal of timing differences	(286,382)	(172,411)
Adjustments in respect of prior periods	-	(43,602)
Total deferred tax	(286,382)	(216,013)


		(578,924)	(530,268)

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PROJECT CRYSTAL BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.Taxation (continued)

Loss on ordinary activities before tax

(2,397,891)

(599,795)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)	(599,473)	(141,072)
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	270,549	230,878
Adjustments to tax charge in respect of prior periods	-	33,137
Adjustment to tax charge in respect of previous periods - deferred tax	-	(43,602)
Remeasurement of deferred tax for changes in tax rates	-	(10,203)
Group income	(250,000)	(599,774)
Group relief surrendered	292,542	347,760
Receipt for group relief	(292,542)	(347,392)
Total tax charge for the year	(578,924)	(530,268)

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

11.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	15,333,238
	At 31 December 2024	15,333,238

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PROJECT CRYSTAL BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Principal activity	Class of shares	Holding

	GJC Holdings Limited	Nexus House,Randles Road, Knowsley Business Park, Prescot, Merseyside, L34 9HX	Holding company	Ordinary	100%
	Tuff X Processed Glass Limited *	Nexus House,Randles Road, Knowsley Business Park, Prescot, Merseyside, L34 9HX	Manufacturing, supply and delivery of toughened processed safety glass products and insulated double glazed units for conservatory roofs.	Ordinary	100%

* Indirect subsidiary undertaking

12.

Debtors

					2024	2023
					£	£


Amounts owed by group undertakings	13,116,250	13,802,616
Prepayments and accrued income	25,000	23,750
Deferred taxation	579,442	293,059
	13,720,692	14,119,425

Amounts owed by group undertakings are interest free and repayable on demand.

13.	Cash and cash equivalents
		2024	2023
		£	£

Cash at bank and in hand	6,386	441
	6,386	441

Page 19

PROJECT CRYSTAL BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Bank loans	106	2,089
Trade creditors	2,454	-
Other taxation and social security	20,681	19,150
Accruals and deferred income	39,716	36,150
	62,957	57,389

15.	Creditors: Amounts falling due after more than one year
		2024	2023
		£	£

Bank loans	7,269,245	8,167,618
Other loans	23,421,502	21,102,518
	30,690,747	29,270,136

The other loans represent shareholder loan notes arising from the 2021 acquisition and shall be redeemed at par together with all accrued but unpaid interest thereon (less any Tax which the Company is required to deduct from it) in two tranches as follows:
(a) on the sixth anniversary of the date of the Instrument (20 December 2021), one half of the then outstanding loan notes; and
(b) on the seventh anniversary of the date of the Instrument, all of the then outstanding Loan Notes.
The bank loan is repayable on 20 December 2026.
Bank loans are stated net of issue costs of £230,755 (2023 - £332,382).
Other loans are stated net of issue costs of £204,428 (2023 - £295,688).
Issue costs are amortised over the remaining life of the loan.

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PROJECT CRYSTAL BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Amounts falling due within one year
Bank loans	106	2,089
	106	2,089

Amounts falling due 2-5 years
Bank loans	7,269,245	8,167,618
Other loans	23,421,502	21,102,518

	30,690,853	29,272,225

The bank loans are secured by a debenture which provides a fixed charge and floating charge over its assets to Shawbrook Bank Ltd. Interest is payable at a fixed rate equal to SONIA plus a margin ranging between 6.5% or 7.25% per annum depending on specific circumstances. The loan is due for repayment on 20 December 2026.
The shareholder loan notes are secured by a debenture which provides a fixed charge and floating charge over its assets and are subordinate to the bank loan. Interest is payable at a fixed rate equal to 10%. The loan is due for repayment in two equal instalment’s falling due on 20 December 2027 and 20 December 2028.

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PROJECT CRYSTAL BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.	Deferred taxation

		2024
		£

	At beginning of year	293,059
	Charged to profit or loss	286,383
	At end of year	579,442

The deferred tax asset is made up as follows:
	2024	2023
	£	£

	Short term timing differences	579,442	293,059
		579,442	293,059

18.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

96,326 (2023 - 96,326) Ordinary shares of £1.00 each	96,326	96,326

The shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.

19.

Reserves

Profit and loss account

The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.

20.	Pension commitments

Tuff X Processed Glass Limited, a subsidiary company, operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £44,234 (2023 - £37,716).
Contributions totalling £Nil (2023 - £Nil) were payable to the fund at the reporting date and are included in creditors.

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PROJECT CRYSTAL BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

21.

Related party transactions

The Company has taken advantage of the exemption available in Section 33.1A of FRS 102 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the group.
During the year, the Company paid monitoring fees of £98,750 (2023 - £93,750) to The Fifth Alcuin Fund Partnership for services provided by N Seaman and T Wheeler.
Other loans totalling £23,625,929 (2023 - £21,012,518) represent amounts owed to shareholders. In the year interest of £2,227,723 (2023 - £2,020,676) was charged on these amounts.
During the year, the Group paid £74,116 (2023 - £51,554) to J Tierney's family members.

22.	Controlling party

The ultimate parent of the company is Project Crystal Topco Limited, a company registered in England and Wales.
The smallest and largest group of undertaking which the results of the company are consolidated is Project Crystal Topco Limited. The consolidated accounts are publicly available and the entity’s registered office of Nexus House Randles Road, Knowsley Business Park, Prescot, Merseyside, England, L34 9HX.

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