The directors present the strategic report for the year ended 30 April 2026.

The group has had a stable trading year maintaining key KPI’s including average sales per customer and volume of customers. Sales increased in the year accompanied by a growth in gross profit margin. This allowed the business to invest in headcount, marketing and computer expenses, whilst still maintaining a strong EBITDA.

Continuing difficult market conditions meant that the manufacturing PMI did not become positive again until November 2025. This only started to impact on sales figures in the final 2 months of the financial year, with growth seen in excess of 10% YoY in these months. This was accompanied by a natural resource shortage on carbide leading to raw material price volatility in the market. Macro-economic conditions of a recessionary economy, high interest rates, increasing commodity prices and ongoing conflicts in Iran and Ukraine have contributed to further cost increases.

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.

• Increased effectiveness of sales heads with data development.

• 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 patterns have led to reduced deliveries and carriage costs driving growth in gross profit.

Employees safety and retention

Investment in the people is a key pillar of the group'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. Although the company faces inflationary pressures relating to overhead costs and goods purchased for resale, management is able to mitigate the impact through operational efficiencies and responsive pricing strategies.

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 management 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 and allowed us to manage the price volatility referenced above.

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 Directors consider the key performance indicators to be;

• Revenue of £26.3m (2025: £17.7m). Increase of 49% on PY driven by increased average order values offsetting the decrease in numbers of regular spending customers.

• Gross Profit of £11.5m (2025: £7.8m). Increase of 47% due to strategic purchasing decisions, with bulk orders being placed with suppliers to offset the effect of price rises. This led to a 0.8% increase in product only gross profit.

• Operating Profit(excluding foreign exchange gains/loss) of £143.7k (2025: loss of £33.4k).

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

Future developments

Subsequent to the year end, the group acquired a trading subsidiary operating in the distribution sector. The acquisition represents a material non-adjusting event after the reporting date. The consideration was £0.5m.

Management do not believe there are any other 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. The group introduced an enhanced pension contribution scheme, and an electric vehicle salary sacrifice scheme.

The group 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 year ended 30 April 2026.

The principal activity of the Group is the supply of engineering tools, including cutting tools, machine tool accessories, precision measuring tools and lubricants to a wide range of companies and individuals in the precision engineering sector. The business offers technical support and advice alongside prompt delivery to customers across the UK and Ireland from a range of over 100,000 stock lines.

The results for the year 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 year and up to the date of signature of the financial statements were as follows:

Subsequent to the year end, the group acquired a trading subsidiary operating in the distribution sector. The acquisition represents a material non-adjusting event after the reporting date. The consideration was £0.5m.

Sumer Auditco Limited were appointed as auditor to the company following BHP LLP becoming part of the Sumer Group on 31 December 2025, which required a change in audit firm to comply with applicable regulatory requirements. In accordance with section 487(2) of the Companies Act 2006, Sumer Auditco Limited are deemed to be reappointed annually.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

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 validity of this is dependent upon the continued support of the trading subsidiary, confirmation of which has been obtained. This matter is relevant only to the Company financial statements and does not impact the Group's going concern assessment.

The group showed a net liability position at year end of £9.7m (2025: £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.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 group and parent company, and of the profit or loss of the group for that period.

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

• select suitable accounting policies and then apply them consistently;

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

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the company website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

We have audited the financial statements of Project Milan Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2026 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).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 30 April 2026 and of the group's 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 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

The other information comprises the information included in the annual report other than the financial statements and our auditor's 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.

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 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.

In the light of the knowledge and understanding of the group and the parent company and their 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

•    the engagement partner ensured that the engagement team collectively had the appropriate competence,     capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

•  we identified the laws and regulations applicable to the company through discussions with management,     and from our commercial knowledge and experience of the sector;

•  we focused on specific laws and regulations which we considered may have a direct material effect on     the financial statements or the operations of the company, including Companies Act 2006, taxation     legislation, data protection, anti-bribery, employment, environments and health and safety legislation;

•  we assessed the extent of compliance with the laws and regulations identified above through making     enquiries of management and inspecting legal correspondence; and

•  identified laws and regulations were communicated within the audit team regularly and the team     remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

•  making enquiries of management as to where they considered there was susceptibility to fraud, their     knowledge of actual, suspected and alleged fraud; and

•  considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and     regulations.

To address the risk of fraud through management bias and override of controls, we:

•  performed analytical procedures to identify any unusual or unexpected relationships;

•  tested journal entries to identify unusual transactions;

•     assessed whether judgements and assumptions made in determining accounting estimates were     indicative of potential bias; and

•  investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

•  agreeing financial statement disclosures to underlying supporting documentation; and

•  enquiring of management as to actual and potential litigation and claims.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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 parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

As permitted by section 408 of the 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 £2,190,268 (2025 - £1,409,832 loss).

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 prior 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.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

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 2026. 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 in the strategic report;

• 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 validity of this is dependent upon the continued support of the trading subsidiary, confirmation of which has been obtained. This matter is relevant only to the Company financial statements and does not impact the Group's going concern assessment.

The group showed a net liability position at year end of £9.7m (2025: £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.

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.

Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business.

Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

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.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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 year was:

Their aggregate remuneration comprised:

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

Details of the company's subsidiaries at 30 April 2026 are as follows:

Crossco (1432) Limited was dissolved on 5 May 2026.

Crossco (1427) Limited was dissolved on 1 September 2026.

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 period 2025 and to finance the acquisition of 100% of the share capital of Crossco (1427) Limited, the company 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 prior 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 2026 was:

Investor loan notes - £12,415,917 (2025: £10,924,929)

Management loan notes - £997,908 (2025: £878,073)

The loan notes were secured by a fixed and floating charge over the company's property, assets and rights. The loan notes are treated in the financial statements at amortised cost.

At 30 April 2026 of the loan notes in issue, £10,000,000 are held by Inflexion Private Equity Partners LLP. Interest of £1,490,988 (2025: £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 £119,832 (2025: £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 £1,610,820 (2025: £999,270).

The loan notes will be repaid in full by 21 August 2032.

Interest is included within creditors and disclosed as falling due over one year.

The loan notes are listed on the International Stock Exchange.

Preference shares

See further detail in note 23.

In respect of liabilities payable or repayable by instalments, the following is included within creditors: amounts falling due within one year: £1,200,000 (2025: £1,200,000), amounts falling due within two to five years: £3,000,000 (2025: £4,200,000), and amounts falling due over 5 years: £14,000,000 (2025: £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 2026 was £4,200,000 (2025: £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 2026 was £14,000,000 (2025: 14,000,000).

Interest on the bank loan of £1,524,226 (2025: £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.

Included in provisions is a restoration provision that has been created to provide for the cost of returning leased office accommodation to original state at the end of the lease.

The restoration provision was included in other long term creditors in the prior period. It has been reclassified in the current period. As this is not material to the financial statements it is not considered necessary to adjust the prior period classification.

The following are the major deferred tax liabilities and assets recognised by the group and company:

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.

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, C1 ordinary shares of par value £25, total 2,500 at £0.01, were issued for £2,500 and C2 ordinary shares of par value £5, total 500 at £0.01, were issued for £500. These share issues have caused the movement in Share Premium on the Statement of Changes in Equity.

At 30 April 2026 the accrued but unpaid cumulative dividend on preference shares totalled £3,898,726 (2025: £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,

Guarantees

The bank loans within Project Milan Bidco Limited totalling £18,200,000 (2025: £19,400,000) are covered by a cross guarantee. This is secured by a fixed and floating charge over property,assets and rights of Project Milan Midco 2 Limited, Project Milan Bidco Limited, and Cutwel Limited.

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 contracted for but not provided in the financial statements:

Subsequent to the year end, the group acquired a trading subsidiary operating in the distribution sector. The acquisition represents a material non-adjusting event after the reporting date. The consideration was £0.5m.

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 £nil (2025: £999,048).

Amounts paid to Inflexion Capital LLP in relation to monitoring fees for the financial year were £214,829 (2025: £143,541).