The directors present the strategic report for the period ended 30 April 2025.
The group has had a stable trading year maintaining key KPI’s including average sales per customer and volume of customers. Despite a drop in overall sales, growth in gross profit margin lessened the effect on EBITDA. This is despite a difficult manufacturing market which suffered two years of negative PMI and the macro-economic conditions of a recessionary economy, high interest rates, increasing commodity prices and a cost-of-living crisis.
The management team has remained focussed on business improvements including:
• Product diversification into adjacent groups.
• Reducing supply chain costs and increasing goods-in efficiency.
• Continuous development of the ecommerce strategy.
• Growth of the sales team.
• Improving customer classification and targeted marketing.
Whilst the UK manufacturing market continues with difficult trading conditions due to lack of growth, the business is confident that it can continue to grow, whilst successfully managing customer debt and risk.
The key business risks and uncertainties affecting the group relate to uncertainty of supply and demand in the manufacturing sector and economic instability.
Suppliers and supply chain disruption
The group relies upon a relatively small number of key suppliers to provide the products sold to our customers. Strong existing long-term relationships with these suppliers and a short supply chain mitigate the risks of disruption to supply to customers. After the implementation of procurement management systems, further efficiencies have been implemented to maintain overall stock whilst lowering stock-outs by managing stocking levels by demand for individual products. Optimised ordering patters have led to reduced deliveries and carriage costs driving growth in GP.
Employees safety and retention
Investment in the people is a key pillar of the company's success, the retention and development of our highly engaged workforce will continue through both internal and external training, career development and well-rounded rewards packages. Health and safety procedures are embedded in our daily routines with monthly reviews undertaken by an external consultant.
Economic instability and currency fluctuations
The group purchases the majority of our product lines in Euros and therefore is exposed to transaction and translation foreign exchange risk. Exposure is partly minimised by natural hedging of matching Euro revenues with purchase costs, with the remaining exposure mitigated via hedging using forward exchange contracts. Wherever possible the group seeks to buy in Sterling, even from overseas suppliers, in order to mitigate the risk of currency fluctuations. Whilst the group has exposure to overheads and purchases for resale inflationary pressures, they are able to absorb the impacts, offset via operational efficiencies or mitigate with dynamic pricing.
The group is exposed to credit risk, this is mitigated by controls around provision of credit limits and clear debtor collection procedures supported by a collection system.
Working Capital
Working capital efficiency continued to be a focus in the year with regular monitoring of cashflow and refinement of stock purchasing strategies. The implementation of stock procurement management and debtor collection systems in the previous financial year has supported efficiencies and improvements in working capital.
Data Security, GDPR & Cyber Security
Security of data and compliance with GDPR regulations are managed through a GDPR framework which identifies where risks may arise. The framework is reviewed periodically to refresh risks. Cyber Security risks are managed through maintaining a robust and up to date infrastructure with our IT partners. There is continuous training of all staff to ensure the risk of social engineering is minimised. All systems are audited annually by independent, third party, consultants including penetration testing.
The loss before tax for the year of the group amounted to £3.8m with a £4.9m profit before tax in the trading subsidiary Cutwel. The Directors consider the key performance indicators to be;
• Revenue of £17.7m. This being the year of acquisition of the trading subsidiary.
• Gross Profit of £7.8m. This being the year of acquisition of the trading subsidiary.
• Operating Loss (excluding foreign exchange gains/loss) of £29.2k. This being the year of acquisition of the trading subsidiary, there is no comparative.
• Cash position at period-end of £2.3m: This being the year of acquisition of the trading subsidiary, there is no comparative.
• Net Debt of £45m: This being the year of acquisition of the trading subsidiary, there is no comparative.
Management use a number of operating KPIs to measure and improve business performance including;
• Daily sales and gross profit
• Gross margin by product line
• Stock turnover
• Debtor days
• Number of trading customers
Management do not believe there are any future developments to note other than those noted in the risk management and review of the business section. The business is continuing to grow.
Employee & Environmental Matters
The Environment and Social Governance framework has operated throughout the year. Specific people focussed initiatives during the year included mental health support, charitable support in the local community, an increase in investment in management training to support internal promotions and a discount scheme on retail items to assist employees with cost-of-living pressures. Plans to implement improved pension contributions and new salary sacrifice benefits are underway to further improve employee engagement.
The company engaged a new external body to redefine our climate mission, providing actions and guidance on how to remove Scope 1 and 2 emissions by 2030 and assist with scheme implementation. Alongside this we continue to improve our recycling levels and we worked with our suppliers on packaging usage reduction.
On behalf of the board
The directors present their annual report and financial statements for the period ended 30 April 2025.
The company was incorporated on 21 June 2024.
The results for the period are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
BHP LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
The directors have a reasonable expectation that the group has adequate resources to continue in operational existence based on the following assessments, considering the principal risks and uncertainties detailed above;
Management completed a forecast to April 2029, taking into consideration the stable performance during this financial year. The budget for next financial year shows continued strong liquidity and a return to revenue growth.
Detailed weekly cashflow forecasts, forward looking 12 months which incorporate the assumptions from budget and reforecasts are maintained and reviewed on a monthly basis.
The group showed a net liability position at year end of £4.3m following acquisition and a new financing structure, liquidity remains strong.
Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
We have audited the financial statements of Project Milan Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 April 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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).
Basis for 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 and 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.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial period 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
We gained an understanding of the legal and regulatory framework applicable to the group and the industry in which it operates and considered the risk of acts by the group that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
We focussed on laws and regulations, relevant to the group, which could give rise to a material misstatement in the financial statements. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management, review of client's operation of controls within the year, in particular, cash and stock controls, and review of expenses, such as legal costs. There are inherent limitations in the audit procedures described and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.
As part of our audit, we addressed the risk of management override of internal controls, including testing of journals and review of nominal ledger. We evaluated whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 auditor's 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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £1,409,832.
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
Project Milan Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Unit A, Riverside Drive, Cleckheaton, England, BD19 4DH.
The group consists of Project Milan Topco Limited and all of its subsidiaries.
The current accounting period represents the period between 21 June 2024 (the date of incorporation) and 30 April 2025.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Project Milan Topco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 30 April 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence based on the following assessments, considering the principal risks and uncertainties detailed above;
Management completed a forecast to April 2029, taking into consideration the stable performance during this financial year. The budget for next financial year shows continued strong liquidity and a return to revenue growth.
Detailed weekly cashflow forecasts, forward looking 12 months which incorporate the assumptions from budget and reforecasts are maintained and reviewed on a monthly basis.
The Group showed a net liability position at year end of £4.3m, the group is supported by bank loans which are not due for repayment until 2031.
Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
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 and 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
The component parts of compound instruments issued by the group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Statement of Financial Position date and the amounts reported for the revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.
Impairment of goodwill
The group reviews, on an annual basis, whether the investment has suffered any impairment. The recoverable amount is determined based from two calculations.
estimating future cash flows by choosing a discount rate to calculate the present value of the cash
obtaining fair value at the date of measurement.
The higher of the two outputs is used for the assessment. Actual outcomes may vary.
Useful lives of property, plant and equipment
Property, plant and equipment is depreciated over its useful life. Useful lives are based on management's estimates of the periods within which the assets will generate revenue and which are periodically reviewed for continued appropriateness. Changes to judgements can result in significant variations in the carrying value and amounts charged to the Statement of Comprehensive Income.
Stock
Management estimates the net realisable values of stock, taking into account the most reliable evidence available at each reporting date. The future realisation of these stocks may be affected by future technology or other market-driven changes that may reduce future selling prices.
The average monthly number of persons (including directors) employed by the group and company during the period was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1.
The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 30 April 2025 are as follows:
The directors do not believe there is a material difference between the carrying cost and replacement value
Amounts owed by group companies are repayable on demand and attract a market rate of interest.
The bank loans are secured by a fixed and floating charge over the company's property, assets and rights.
The bank loans are secured by a fixed and floating charge over the group's property, assets and rights.
Loan notes
During the financial year 2025 and to finance the acquisition of 100% of the share capital of Crossco (1427) Limited, the group created and issued £10,000,000 fixed rate (13%) redeemable loan notes to investors. In addition, £2,023,816 fixed rate (13%) redeemable loan notes were issued to key management.
During the period, £1,220,083 of management loan notes were exchanged for shares in Project Milan Topco Limited.
The balance on each class of loan note at 30 April 2025 was:
Investor loan notes - £10,924,929
Management loan notes - £878,073
The loan notes were secured by a fixed and floating charge over the group's property, assets and rights. The loan notes are treated in the financial statements at amortised cost.
At 30 April 2025 of the loan notes in issue, £10,000,000 are held by Inflexion Private Equity Partners LLP. Interest of £924,929 has been accrued on the loan notes in the year and rolled-up in line with the loan note agreement. The additional £803,733 are held by key management. Interest of £74,340 has been accrued on the loan notes in the year and rolled-up in line with the loan notes agreement. Total interest charged in the year amounted to £999,269.
The loan notes will be repaid in full by 21 August 2032.
Preference shares
See further detail in note 21.
In respect of bank loans payable or repayable by instalments, the following is included within creditors: amounts falling due within one year: £1,200,000, amounts falling due within two to five years: £4,200,000, and amounts falling due over 5 years: £14,000,000.
Bank loans
Facility A bears interest at a floating rate based on SONIA. The facility is repayable in instalments commencing in January 2025 and will be repaid in October 2029. The balance in respect of Facility A at 30 April 2025 was £5,400,000.
Facility B bears interest at a floating rate based on SONIA. The facility is repayable in full in August 2031. The balance in respect of Facility B at 30 April 2025 was £14,000,000.
Interest on the bank loan of £1,181,416 was paid during the year in quarterly instalments. The bank loans are secured by a fixed and floating charge over the company's property, assets and right.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
On incorporation, 1 A ordinary share of par value £1 was issued for £1, and subsequently divided into 100 shares of £0.01.
During the period, A ordinary shares of par value £740, total 73,949 at £0.01, were issued for £73,949, B ordinary shares of par value £60, total 5,951 at £0.01, were issued for £5,951, C1 ordinary shares of par value £144, total 14,400 at £0.01, were issued for £14,400 and C2 ordinary shares of par value £20, total 2,000 at £0.01, were issued for £2,000. These share issues have caused the movement in Share Premium on the Statement of Changes in Equity. A and B ordinary shares carry the right to a vote and right to a dividend. C1 and C2 ordinary shares do not carry the right to a vote but do carry the right to a dividend. No ordinary shares are redeemable.
During the period, A preference shares of par value £149,021, total 14,902,136 at £0.01, were issued for £14,902,136 and B preference shares of par value £11,977, total 1,197,732 at £0.01, were issued for £1,197,732. The preference shares do not carry the right to a vote.The preference shares are redeemable. A cumulative preferential dividend is compounded on the shares at a rate of 13%. As such the preference shares have been classified as a liability.
At 30 April 2025 the accrued but unpaid cumulative dividend on preference shares totalled £1,497,158.
Share premium account - this reserve records the amount above the nominal value received for shares sold, less transaction costs.
Profit and loss account - this reserve records retained earnings and accumulated losses,
On 21 August 2024 the group acquired 100 percent of the issued capital of Crossco (1427) Limited.
Guarantees
The bank loans within Project Milan Bidco Limited totalling £19,400,000 are covered by a cross guarantee including Project Milan Topco Limited. This is secured by a fixed and floating charge over the company's property, assets and rights.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Amounts paid to Inflexion Enterprise V Investments Limited Partnership during the period in relation to transaction arrangement services, services to facilitate the bringing together of parties and ancillary deal arrangement services were £999,048.
Amounts paid to Inflexion Capital LLP in relation to monitoring fees for the financial year were £143,541.
The other non cash movement is in respect of loan notes and preference shares issued on acquisition.