Company registration number 13210053 (England and Wales)
FULFILMENTCROWD TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
FULFILMENTCROWD TOPCO LIMITED
COMPANY INFORMATION
Directors
Mr L D Gregson
Mr L G Thompson
Mr M A McGrath
Mr J Davies
Company number
13210053
Registered office
Fulfilmentcrowd Ltd
Western Avenue
Buckshaw Village
Chorley
PR7 7NB
Auditor
MHA
80 Mosley Street
Manchester
M2 3FX
FULFILMENTCROWD TOPCO LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5
Directors' responsibilities statement
6
Independent auditor's report
7 - 9
Group statement of comprehensive income
10
Group balance sheet
11 - 12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 33
FULFILMENTCROWD TOPCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2026
- 1 -

The directors present the strategic report for the year ended 31 March 2026.

Principal activities

The principal activity of the company was that of a holding company. The principal activity of the group continued to be that of providing fulfilment software technology services to omnichannel retailers.

Review of the business

Fulfilmentcrowd is a technology-enabled global fulfilment partner supporting ambitious ecommerce brands with scalable order fulfilment solutions across the UK, Europe, North America and Australia. Through a combination of proprietary software, strategically located fulfilment centres and an integrated carrier ecosystem, the Group enables customers to manage inventory, orders and international distribution through a single technology platform.

 

The financial year represented a transformational period for the Group. In May 2025, Palatine Private Equity became the majority shareholder, providing both capital and strategic support to accelerate the Group's next phase of growth. The investment reflects confidence in fulfilmentcrowd's differentiated technology platform, scalable operating model and long-term international growth opportunity.

 

The directors are pleased with the excellent trading and operational performance in the year as execution of its strategy has resulted in revenue growth, improved margin performance and cash generation. This has been delivered against the backdrop of tough macro-economic trading conditions for omnichannel customers across our trading territories as consumer confidence was negatively impacted by inflationary demands and associated cost-of-living pressures. Despite these challenges, the business has successfully executed against its customer acquisition strategy with a focus on a premium value proposition to appeal to high growth omnichannel and international brands.

 

Alongside continued investment in our proprietary technology platform, the Group has further strengthened its operational capability to support increasing customer demand whilst maintaining consistently high service levels. Rather than relying solely on owned infrastructure, fulfilmentcrowd operates a scalable fulfilment network with carefully selected partners. This asset-light model provides customers with access to international fulfilment capability through a single technology platform and commercial relationship, enabling efficient expansion into new markets while retaining the flexibility to scale capacity in line with demand.

 

The network continues to evolve in response to customer requirements, with additional fulfilment capability established in North America during the period to support growing international demand. This investment further enhances the Group's ability to provide seamless cross-border fulfilment solutions for ecommerce brands seeking global reach without the complexity of managing multiple logistics providers.

 

Transaction volumes grew by +25% year-on-year with growth seen across all territories and a double digit growth in group revenue. The UK remains the principal trading entity and recorded revenue of £14.5m (2025: £14.2m). Revenue derived from our non UK entities continues to grow and now amounts to almost 39% of group revenue. There has been significant progress growing the European business within territory with revenue in Europe increasing to £6.8m (2025: £5.4m) on the back of new wins and it remains a key focus for the Group moving forward. Performance in the USA has been promising as we target UK brands expanding into the territory with revenue increasing to £2.3m (2025: £1.3m).

FULFILMENTCROWD TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 2 -

A commercially focused approach with our key suppliers and resulting pricing decisions, alongside efficiencies realised through the development of new modules within our proprietary technology system has supported margin improvement performance in the year across the Group.

 

Whilst we continue to invest in growth resources, particularly related to our technology platform, the impact of increased volume through our model alongside margin improvement has resulted in an EBITDA for the year of £3.7m (2025: £3.1m). Profitable operational growth has also delivered positive cash generation in year as the business closely monitors its working capital and cash investment decisions. The business continues to maintain a strong balance sheet position and at 31 March 2026 had net assets of £12.9m (2025: £12.0m).

 

Technology and innovation remain central to the Group's strategy and competitive differentiation. Continued investment in the Group's proprietary fulfilment platform enables customers to manage inventory, orders, fulfilment operations and carrier activity across multiple territories through a single integrated solution. The platform is designed to support scalable international growth while delivering enhanced operational efficiency, visibility and customer experience.

As customer requirements continue to evolve, the Group remains committed to investing in technology that strengthens operational resilience, increases automation, enhances data-driven decision making and supports long-term scalable growth across its international fulfilment network.

 

The Group also continues to evaluate emerging technologies, including artificial intelligence, where these can deliver measurable improvements in customer experience, operational efficiency and decision support, whilst maintaining appropriate governance and oversight.

 

Environmental, Social and Governance ("ESG") considerations remain embedded within the Group's long-term strategy. The Group's technology-enabled fulfilment model promotes more efficient use of existing logistics infrastructure, whilst recognising that long-term success is equally dependent on its people and the communities in which it operates. During the year, the Group continued to invest in the professional development and wellbeing of colleagues, support charitable and community initiatives, strengthen its governance framework and progress environmental performance benchmarking to support sustainable long-term growth.

 

The Directors remain confident in the Group's long-term prospects. Supported by Palatine's investment, the Group continues to invest in its proprietary technology platform, international fulfilment network and operational capabilities to support sustainable long-term growth.

 

Alongside continued organic growth, the Board remains focused on selective acquisition opportunities that strengthen the Group's international presence and customer proposition. Subsequent to the year end, the acquisition of Fulfilment.nl in the Netherlands marked an important step in the delivery of this strategy. Whilst macroeconomic uncertainty remains, the Directors believe the Group's technology-enabled operating model, diversified international footprint and strong customer relationships position it well for future growth.

FULFILMENTCROWD TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 3 -
Principal risks and uncertainties

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. As of the balance sheet date, the company has no significant concentration of credit risk. It is the company's policy to enter financial instruments with a diversity of credit worthy third parties, and as such the company does not expect to incur material losses.

 

Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The liquidity risk is managed through regular monitoring and forecasting of cash generated from operations, rolling cash flow forecasts, review of actual and forecast overall cash levels and headroom against financial covenants.

 

Competition risk

Competition risk is the risk that the Group is unable to differentiate its proposition in an increasingly competitive fulfilment market. There is a continued appetite for outsourced fulfilment which in turn has brought a number of competitors into the landscape offering their services. There is therefore a fragmented market with excess supply and price is therefore being driven down by competitors who are offering services at a loss to fill space. Whilst this is a challenge, the continued investment into the technology platform, creation of sufficient network capacity through the operating model, omnichannel functionality that we offer and ongoing focus on the level of customer support provided positions us well against our competitors to both retain existing customers and attract new.


Technology & Cyber security risk

Technology and cyber security risk is the risk that disruption to the Group's technology platform or a cyber security incident could adversely impact operations, customer service or data security. The Group mitigates these risks through ongoing investment in technology infrastructure, cyber security controls, business continuity planning and regular monitoring of its systems to maintain the resilience of its operations.

 

Foreign exchange risk

Foreign exchange risk is the risk of exposure or loss resulting from fluctuations in currency values.

 

The business has grown its international presence where it now accounts for almost 40% of group revenue. Natural hedging through the use of foreign currency accounts allows the business to match revenues and costs in local currencies, with available cash balances in these territories closely monitored to determine optimal timing for repatriation to the UK where applicable.

 

 

Macroeconomic and Geopolitical risk

Macroeconomic and geopolitical conditions, including inflationary pressures, changes in consumer demand, international trade developments and geopolitical uncertainty, may adversely affect the Group's customers, operations and financial performance. The Group mitigates these risks through its diversified international footprint, broad customer base, disciplined cost management and regular monitoring of market conditions to support timely operational and commercial decision-making.

FULFILMENTCROWD TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 4 -
Key performance indicators

The board reviews a number of KPIs continually through the year which form part of the monthly management accounts including:

A regular forecast process is in place with key assumptions updated to keep the board informed of expected full year out-turn. Variances to both budget, forecast and prior year are reviewed monthly. In addition, there are a number of operational measures regularly reviewed such as inbound stock receipt and outbound dispatch timings to ensure we offer the very best service to our customers. Alongside this, measurement of our technology uptime is regularly reviewed given the critical importance of our proprietary platform in servicing the entire operation.

On behalf of the board

Mr L G Thompson
Director
28 August 2026
FULFILMENTCROWD TOPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2026
- 5 -

The directors present their annual report and financial statements for the year ended 31 March 2026.

Results and dividends

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.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr J Davies
Mr L D Gregson
Mr L G Thompson
Mr M A McGrath
Mr S J Woods
(Resigned 28 May 2025)
Post reporting date events

On 5 May 2026, Fulfilmentcrowd Holdings Limited (a subsidiary of the company), purchased the entire share capital of Fulfilment.nl B.V, a company incorporated in the Netherlands.

Statement of disclosure to auditor

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.

On behalf of the board
Mr L G Thompson
Director
28 August 2026
FULFILMENTCROWD TOPCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2026
- 6 -

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:

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.

FULFILMENTCROWD TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FULFILMENTCROWD TOPCO LIMITED
- 7 -
Opinion

We have audited the financial statements of Fulfilmentcrowd Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 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 material 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:

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 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 ethical responsibilities in accordance with those 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.

FULFILMENTCROWD TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FULFILMENTCROWD TOPCO LIMITED
- 8 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

 

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.

Matters on which we are required to report by exception

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:

Responsibilities of directors

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.

Auditor 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 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.

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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud, is detailed below:

FULFILMENTCROWD TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FULFILMENTCROWD TOPCO LIMITED
- 9 -

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities 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.

Lee Van Houplines FCA
Senior Statutory Auditor
For and on behalf of MHA, Statutory Auditor
Manchester, United Kingdom
28 August 2026
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)
FULFILMENTCROWD TOPCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2026
- 10 -
2026
2025
Notes
£
£
Turnover
3
23,655,926
20,945,691
Cost of sales
(18,517,927)
(16,814,839)
Gross profit
5,137,999
4,130,852
Administrative expenses
(4,562,478)
(4,192,921)
Other operating income
316,351
6,834
Operating profit/(loss)
4
891,872
(55,235)
Interest receivable and similar income
2,841
18,872
Interest payable and similar expenses
8
(84,581)
(475,592)
Profit/(loss) before taxation
810,132
(511,955)
Tax on profit/(loss)
9
(254,541)
(252,807)
Profit/(loss) for the financial year
555,591
(764,762)
Other comprehensive income
Revaluation of freehold land and buildings
329,620
-
0
Tax relating to other comprehensive income
(82,405)
-
0
Total comprehensive income for the year
802,806
(764,762)
Profit/(loss) for the financial year is all attributable to the owners of the parent company.
Total comprehensive profit/(loss) for the year is all attributable to the owners of the parent company.
FULFILMENTCROWD TOPCO LIMITED
GROUP BALANCE SHEET
AS AT
31 MARCH 2026
31 March 2026
- 11 -
2026
2025
Notes
£
£
£
£
Fixed assets
Goodwill
10
9,455,980
11,380,241
Other intangible assets
10
1,585,245
1,555,811
Total intangible assets
11,041,225
12,936,052
Tangible assets
13
3,600,699
3,301,697
14,641,924
16,237,749
Current assets
Stocks
14
33,719
33,787
Debtors
15
4,695,212
1,203,694
Cash at bank and in hand
2,023,658
3,425,581
6,752,589
4,663,062
Creditors: amounts falling due within one year
16
(7,947,728)
(3,118,480)
Net current (liabilities)/assets
(1,195,139)
1,544,582
Total assets less current liabilities
13,446,785
17,782,331
Creditors: amounts falling due after more than one year
17
-
0
(5,339,475)
Provisions for liabilities
Deferred tax liability
19
605,431
419,664
(605,431)
(419,664)
Net assets
12,841,354
12,023,192
Capital and reserves
Called up share capital
21
10,000
10,000
Share premium account
22
18,460,748
18,460,748
Revaluation reserve
735,465
488,250
Profit and loss reserves
(6,364,859)
(6,935,806)
Total equity
12,841,354
12,023,192
FULFILMENTCROWD TOPCO LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 MARCH 2026
31 March 2026
- 12 -

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

The financial statements were approved by the board of directors and authorised for issue on 28 August 2026 and are signed on its behalf by:
28 August 2026
Mr L G Thompson
Director
Company registration number 13210053 (England and Wales)
FULFILMENTCROWD TOPCO LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2026
31 March 2026
- 13 -
2026
2025
Notes
£
£
£
£
Fixed assets
Investments
11
23,028,227
23,028,227
Current assets
Debtors
15
5,626
28,008
Creditors: amounts falling due within one year
16
(6,191,551)
(2,048,200)
Net current liabilities
(6,185,925)
(2,020,192)
Total assets less current liabilities
16,842,302
21,008,035
Creditors: amounts falling due after more than one year
17
-
0
(4,000,000)
Net assets
16,842,302
17,008,035
Capital and reserves
Called up share capital
21
10,000
10,000
Share premium account
22
18,460,748
18,460,748
Profit and loss reserves
(1,628,446)
(1,462,713)
Total equity
16,842,302
17,008,035

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 £165,733 (2025 - £502,000 loss).

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

The financial statements were approved by the board of directors and authorised for issue on 28 August 2026 and are signed on its behalf by:
28 August 2026
Mr L G Thompson
Director
Company registration number 13210053 (England and Wales)
FULFILMENTCROWD TOPCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
- 14 -
Share capital
Share premium account
Revaluation reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 April 2024
9,900
18,460,748
488,250
(6,171,044)
12,787,854
Year ended 31 March 2025:
Loss and total comprehensive income
-
-
-
(764,762)
(764,762)
Issue of share capital
21
100
-
0
-
-
100
Balance at 31 March 2025
10,000
18,460,748
488,250
(6,935,806)
12,023,192
Year ended 31 March 2026:
Profit for the year
-
-
-
555,591
555,591
Other comprehensive income:
Revaluation of freehold land and buildings
-
-
329,620
-
329,620
Tax relating to revaluation of freehold buildings
-
-
(82,405)
-
0
(82,405)
Total comprehensive income
-
-
247,215
555,591
802,806
Waived dividends
-
-
-
15,356
15,356
Balance at 31 March 2026
10,000
18,460,748
735,465
(6,364,859)
12,841,354
FULFILMENTCROWD TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
- 15 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 April 2024
9,900
18,460,748
(960,713)
17,509,935
Year ended 31 March 2025:
Loss and total comprehensive income for the year
-
-
(502,000)
(502,000)
Issue of share capital
21
100
-
0
-
100
Balance at 31 March 2025
10,000
18,460,748
(1,462,713)
17,008,035
Year ended 31 March 2026:
Loss and total comprehensive income
-
-
(165,733)
(165,733)
Balance at 31 March 2026
10,000
18,460,748
(1,628,446)
16,842,302
FULFILMENTCROWD TOPCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2026
- 16 -
2026
2025
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
27
1,233,739
2,718,890
Interest paid
(84,581)
(475,592)
Income taxes paid
(68,835)
(1,612)
Net cash inflow from operating activities
1,080,323
2,241,686
Investing activities
Purchase of intangible assets
(955,804)
(987,198)
Purchase of tangible fixed assets
(64,592)
(42,590)
Interest received
2,841
18,872
Net cash used in investing activities
(1,017,555)
(1,010,916)
Financing activities
Proceeds from issue of shares
-
100
Proceeds from intercompany balances
4,000,000
-
0
Repayment of loan notes
(4,000,000)
-
Repayment of bank loans
(1,464,691)
(114,066)
Net cash used in financing activities
(1,464,691)
(113,966)
Net (decrease)/increase in cash and cash equivalents
(1,401,923)
1,116,804
Cash and cash equivalents at beginning of year
3,425,581
2,308,777
Cash and cash equivalents at end of year
2,023,658
3,425,581
FULFILMENTCROWD TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
- 17 -
1
Accounting policies
Company information

Fulfilmentcrowd Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Fulfilmentcrowd Ltd, Western Avenue, Buckshaw Village, Chorley, PR7 7NB.

 

The group consists of Fulfilmentcrowd Topco Limited and all of its subsidiaries.

1.1
Accounting convention

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. 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:

 

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Fulfilmentcrowd 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 31 March 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.

FULFILMENTCROWD TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 18 -
1.3
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for 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 any rebates.

 

Turnover is recognised at the point in time when orders are fulfilled.

 

The group recognises revenue from the following major sources:

1.5
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.6
Intangible fixed assets other than goodwill

Intangible assets are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment loss.

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

Software
33% straight line
1.7
Tangible fixed assets

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:

Freehold land and buildings
Not depreciated
Plant and machinery
10-33% straight line

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.

FULFILMENTCROWD TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 19 -

In accordance with the provisions of FRS102, the individual freehold property is revalued as required on a regular basis by a qualified valuer and the company reviews the carrying value of the property at each period end to ensure that it is not materially different from its fair value. A provision is made for any impairment to the value of the freehold property during the year and accordingly it is not depreciated.

1.8
Fixed asset investments

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.

1.9
Impairment of fixed assets

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.

1.10
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell.

1.11
Cash and cash equivalents

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.

FULFILMENTCROWD TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 20 -
1.12
Financial instruments

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

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.

Impairment of financial assets

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.

Derecognition of financial assets

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.

Classification of financial liabilities

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.

FULFILMENTCROWD TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 21 -
Basic financial 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.

Derecognition of financial liabilities

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

1.13
Equity instruments

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.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current 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

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.

1.15
Employee benefits

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 intangible software assets 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.

FULFILMENTCROWD TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 22 -
1.16
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.17
Leases

As a lessee

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.

1.18
Foreign exchange

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.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Amortisation of goodwill

Goodwill is being amortised over its estimated economic life of 10 years. The estimate is considered reasonable by the directors, but will be monitored annually to ensure it remains appropriate.

Capitalisation and amortisation of software development costs

Software development costs are capitalised based on the time spent by staff on development projects. The costs are amortised over the useful economic lives of 3 years.

Valuation of Investments

At each reporting period end date, the entity reviews the carrying amounts of its investments in subsidiaries 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).

 

In the current year, no such indicators have been identified.

FULFILMENTCROWD TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 23 -
3
Turnover
2026
2025
£
£
Turnover analysed by class of business
Sale of services
23,655,926
20,945,691
2026
2025
£
£
Turnover analysed by geographical market
United Kingdom
14,530,757
14,249,919
Europe
6,794,046
5,389,079
United States of America
2,331,123
1,306,693
23,655,926
20,945,691
4
Operating profit/(loss)
2026
2025
£
£
Operating profit/(loss) for the year is stated after charging:
Depreciation of tangible fixed assets
80,881
80,996
Amortisation of intangible assets
2,850,631
2,723,900
5
Auditor's remuneration
2026
2025
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
-
-
Audit of the financial statements of the company's subsidiaries
25,000
24,250
25,000
24,250
For other services
All other non-audit services
9,925
7,000
FULFILMENTCROWD TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 24 -
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2026
2025
2026
2025
Number
Number
Number
Number
Management and administrative
72
73
-
-
Operational
29
30
-
-
Total
101
103
0
0

Their aggregate remuneration comprised:

Group
Company
2026
2025
2026
2025
£
£
£
£
Wages and salaries
3,636,003
3,293,451
-
0
-
0
Social security costs
557,163
391,536
-
-
Pension costs
156,507
154,576
-
0
-
0
4,349,673
3,839,563
-
0
-
0
7
Directors' remuneration
2026
2025
£
£
Remuneration for qualifying services
394,950
371,050
Company pension contributions to defined contribution schemes
32,313
64,664
427,263
435,714

As no individual director's remuneration exceeded £200,000 in the current and prior year, no disclosures have been provided in these financial statements.

8
Interest payable and similar expenses
2026
2025
£
£
Interest on bank overdrafts and loans
84,581
475,592
FULFILMENTCROWD TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 25 -
9
Taxation
2026
2025
£
£
Current tax
Adjustments in respect of prior periods
62,140
-
0
Foreign current tax on profits for the current period
89,039
41,612
Total current tax
151,179
41,612
Deferred tax
Origination and reversal of timing differences
121,886
355,607
Adjustment in respect of prior periods
(18,524)
(144,412)
Total deferred tax
103,362
211,195
Total tax charge
254,541
252,807

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

2026
2025
£
£
Profit/(loss) before taxation
810,132
(511,955)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25% (2025: 25%)
202,533
(127,989)
Effects of:
Expenses that are not deductible in determining taxable profit
24,876
37,284
Gains not taxable
(5,185)
-
0
Change in unrecognised deferred tax assets
2,119
89,068
Adjustments in respect of prior years
62,140
(144,412)
Group relief
(394,597)
-
0
Amortisation on assets not qualifying for tax allowances
481,065
481,066
Research and development tax credit
(43,975)
-
0
Deferred tax adjustments in respect of prior years
(18,524)
-
0
Difference in respect of foreign tax rates
(55,911)
(82,210)
Taxation charge in the financial statements
254,541
252,807
FULFILMENTCROWD TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
9
Taxation
(Continued)
- 26 -

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

2026
2025
£
£
Deferred tax arising on:
Revaluation of property
82,405
-
10
Intangible fixed assets
Group
Goodwill
Software
Total
£
£
£
Cost
At 1 April 2025
19,251,259
3,933,380
23,184,639
Additions
-
0
955,804
955,804
At 31 March 2026
19,251,259
4,889,184
24,140,443
Amortisation and impairment
At 1 April 2025
7,871,018
2,377,569
10,248,587
Amortisation charged for the year
1,924,261
926,370
2,850,631
At 31 March 2026
9,795,279
3,303,939
13,099,218
Carrying amount
At 31 March 2026
9,455,980
1,585,245
11,041,225
At 31 March 2025
11,380,241
1,555,811
12,936,052
The company had no intangible fixed assets at 31 March 2026 or 31 March 2025.
11
Fixed asset investments
Group
Company
2026
2025
2026
2025
Notes
£
£
£
£
Investments in subsidiaries
12
-
0
-
0
23,028,227
23,028,227
FULFILMENTCROWD TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
11
Fixed asset investments
(Continued)
- 27 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 April 2025 and 31 March 2026
23,028,227
Carrying amount
At 31 March 2026
23,028,227
At 31 March 2025
23,028,227
12
Subsidiaries

Details of the company's subsidiaries at 31 March 2026 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Fulfilmentcrowd Holdings Limited
UK
Ordinary
100.00
-
Fulfilmentcrowd Ltd
UK
Ordinary
0
100.00
Fulfilmentcrowd GmbH
Germany
Ordinary
0
100.00
Fulfilmentcrowd Inc
U.S.
Ordinary
0
100.00
Fulfilmentcrowd SAS
France
Ordinary
0
100.00
Fulfilmentcrowd Australia Pty
Australia
Ordinary
0
100.00
FULFILMENTCROWD TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 28 -
13
Tangible fixed assets
Group
Freehold land and buildings
Plant and machinery
Total
£
£
£
Cost or valuation
At 1 April 2025
3,110,380
787,697
3,898,077
Additions
-
0
64,592
64,592
Disposals
-
0
(186,993)
(186,993)
Revaluation
329,620
-
0
329,620
At 31 March 2026
3,440,000
665,296
4,105,296
Depreciation and impairment
At 1 April 2025
-
0
596,380
596,380
Depreciation charged in the year
-
0
80,881
80,881
Eliminated in respect of disposals
-
0
(172,664)
(172,664)
At 31 March 2026
-
0
504,597
504,597
Carrying amount
At 31 March 2026
3,440,000
160,699
3,600,699
At 31 March 2025
3,110,380
191,317
3,301,697
The company had no tangible fixed assets at 31 March 2026 or 31 March 2025.

Freehold land and buildings with a carrying amount of £3,440,000 were revalued on an open market basis on 29 January 2026 by Avison Young Chartered Surveyors, independent valuers not connected with the group company.

The following assets are carried at valuation. If the assets were measured using the cost model, the carrying amounts would be as follows:

Freehold land and buildings
2026
2025
£
£
Group
Cost
2,046,007
2,046,007
Accumulated depreciation
(237,612)
(217,152)
Carrying value
1,808,395
1,828,855
FULFILMENTCROWD TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 29 -
14
Stocks
Group
Company
2026
2025
2026
2025
£
£
£
£
Finished goods and goods for resale
33,719
33,787
-
0
-
0
15
Debtors
Group
Company
2026
2025
2026
2025
Amounts falling due within one year:
£
£
£
£
Trade debtors
977,794
811,402
-
0
-
0
Amounts owed by group undertakings
2,919,290
-
0
-
0
-
0
Other debtors
257,315
167,985
-
0
28,008
Prepayments and accrued income
540,813
224,307
5,626
-
0
4,695,212
1,203,694
5,626
28,008
16
Creditors: amounts falling due within one year
Group
Company
2026
2025
2026
2025
Notes
£
£
£
£
Bank loans
18
-
0
125,216
-
0
-
0
Trade creditors
1,590,290
1,239,817
-
0
32,259
Amounts owed to group undertakings
4,146,969
-
0
6,189,155
1,896,170
Corporation tax payable
122,344
40,000
-
0
-
0
Other taxation and social security
423,627
404,502
-
0
-
0
Other creditors
30,752
153,644
-
0
119,771
Accruals and deferred income
1,633,746
1,155,301
2,396
-
0
7,947,728
3,118,480
6,191,551
2,048,200
17
Creditors: amounts falling due after more than one year
Group
Company
2026
2025
2026
2025
Notes
£
£
£
£
Loan notes
18
-
0
4,000,000
-
0
4,000,000
Bank loans and overdrafts
18
-
0
1,339,475
-
0
-
0
-
5,339,475
-
4,000,000
FULFILMENTCROWD TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 30 -
18
Loans and overdrafts
Group
Company
2026
2025
2026
2025
£
£
£
£
Loan notes
-
0
4,000,000
-
0
4,000,000
Bank loans
-
0
1,464,691
-
0
-
0
-
5,464,691
-
4,000,000
Payable within one year
-
0
125,216
-
0
-
0
Payable after one year
-
0
5,339,475
-
0
4,000,000

The long-term bank loans were secured by a debenture, first legal charge and fixed and floating charge over the properties included within tangible assets in these financial statements. These charges were released following the settlement of the loans.

19
Deferred taxation

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

Liabilities
Liabilities
2026
2025
Group
£
£
Accelerated capital allowances
432,114
424,953
Tax losses
-
(103,449)
Revaluations
175,380
98,160
Short term timing differences
(2,063)
-
605,431
419,664
The company has no deferred tax assets or liabilities.
Group
Company
2026
2026
Movements in the year:
£
£
Liability at 1 April 2025
419,664
-
Charge to profit or loss
103,362
-
Charge to other comprehensive income
82,405
-
Liability at 31 March 2026
605,431
-
FULFILMENTCROWD TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 31 -
20
Retirement benefit schemes
2026
2025
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
156,507
154,576

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.

21
Share capital
Group and company
2026
2025
2026
2025
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary of £1 each
-
3,129
-
3,129
B Ordinary of £1 each
-
21
-
21
C Ordinary of £1 each
-
4,450
-
4,450
D Ordinary of £1 each
-
1,400
-
1,400
E Ordinary of £1 each
-
1,000
-
1,000
Ordinary of £1 each
10,000
-
10,000
-
10,000
10,000
10,000
10,000

On 28 May 2025 each of the existing 3,129 A Ordinary shares of £1.00 each, B Ordinary shares of £1 each, 4,450 C Ordinary shares of £1 each, 1,400 D Ordinary shares of £1 each and 1,000 E Ordinary shares of £1 each were re-classified into 10,000 Ordinary shares of £1 each.

 

Those Ordinary shares have the same rights and obligations.

22
Share premium account
Group
Company
2026
2025
2026
2025
£
£
£
£
At the beginning and end of the year
18,460,748
18,460,748
18,460,748
18,460,748
FULFILMENTCROWD TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 32 -
23
Operating lease commitments
As lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under operating leases, which fall due as follows:

Group
Company
2026
2025
2026
2025
£
£
£
£
Within 1 year
63,249
48,616
-
-
Years 2-5
85,341
101,071
-
-
148,590
149,687
-
-
24
Events after the reporting date

On 5 May 2026, Fulfilmentcrowd Holdings Limited (a subsidiary of the company), purchased the entire share capital of Fulfilment.nl B.V, a company incorporated in the Netherlands. The event relates to conditions arising after the reporting date and has therefore been treated as a non-adjusting event. Accordingly, no adjustment has been made to the amounts recognised in these financial statements.

 

Due to earn out clauses, the complete estimated financial effect cannot be reliably estimated at the time of authorising these financial statements.

25
Related party transactions

As a wholly owned subsidiary of Project Cairo Bidco Limited the directors have taken advantage of the exemption in FRS 102, Section 33 and have not disclosed related party transactions with other wholly-owned group undertakings

26
Controlling party

The immediate parent company is Project Cairo Bidco Limited. Project Cairo Topco Limited is the ultimate parent company, with Palatine Gp V LLP holding a majority share in this company.

 

There is no one individual controlling party.

FULFILMENTCROWD TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 33 -
27
Cash generated from group operations
2026
2025
£
£
Profit/(loss) for the year after tax
555,591
(764,762)
Adjustments for:
Taxation charged
254,541
252,807
Finance costs
84,581
475,592
Investment income
(2,841)
(18,872)
Loss on disposal of tangible fixed assets
14,329
-
Amortisation and impairment of intangible assets
2,850,631
2,723,900
Depreciation and impairment of tangible fixed assets
80,881
80,996
Waived dividends
15,356
-
Research and development tax credit
(175,900)
-
Movements in working capital:
Decrease in stocks
68
5,252
(Increase)/decrease in debtors
(3,315,618)
74,985
Increase/(decrease) in creditors
872,120
(111,008)
Cash generated from operations
1,233,739
2,718,890
28
Analysis of changes in net funds/(debt) - group
1 April 2025
Cash flows
31 March 2026
£
£
£
Cash at bank and in hand
3,425,581
(1,401,923)
2,023,658
Borrowings excluding overdrafts
(5,464,691)
5,464,691
-
(2,039,110)
4,062,768
2,023,658
2026-03-312025-04-01falsefalseCCH SoftwareCCH Accounts Production 2026.100Mr J DaviesMr L D GregsonMr L G ThompsonMr M A McgrathMr S J 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