The directors present the strategic report for the period ended 31 March 2026.
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 strong revenue and margin performance and underlying 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.
The UK remains the principal trading entity and recorded revenue of £12.1m. Revenue derived from our non UK entities continues to grow and amounts to almost 40% of group revenue. There has been significant progress growing the European business within territory with revenue in Europe up to £5.7m 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 up to £2.0m.
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 period of £3.0m.
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.
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.
The board reviews a number of KPIs continually through the year which form part of the monthly management accounts including:
Order and item volume growth
Revenue versus budget and year-on-year (YoY)
Gross margin (£ and %) to budget and YoY
EBITDA to budget and YoY ·
Cashflow to budget and YoY
Customer retention rates – volume and revenue
Retained customer growth rates
Annualised contract value of new customer wins
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
The directors present their annual report and financial statements for the period ended 31 March 2026.
The results for the period are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
On 5 May 2026, Fulfilmentcrowd Holdings Limited (an indirect subsidiary of the company), purchased the entire share capital of Fulfilment.nl B.V, a company incorporated in the Netherlands.
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.
We have audited the financial statements of Project Cairo Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the period 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).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
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.
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:
Enquiries with management, about any known or suspected instances of non-compliance with laws and regulations and fraud;
Challenging assumptions and judgements made by management in their significant accounting estimates, in particular the capitalisation and amortisation of software development costs, amortisation period of goodwill and future performance of the entity in light of the impact of the current economic uncertainty
Reviewing board minutes and legal and professional expenditure to identify any evidence of ongoing litigation or enquiries;
Auditing the risk of management override of controls, through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business; and
Auditing the risk of fraud in revenue, through the testing of a sample of sales to assess the occurrence of revenue in the financial statements and appropriate recognition in the correct accounting period.
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.
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 period was £6,000.
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
Project Cairo Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Unit C, Fulfilmentcrowd Western Avenue, Matrix Park, Buckshaw Village, Chorley, PR7 7NB.
The group consists of Project Cairo Topco Limited and all of its subsidiaries.
These financial statements are presented for a period shorter than one year, as the entity was incorporated on 28 April 2025 and therefore there are no comparative amounts presented in the financial statements.
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, 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 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Project Cairo 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.
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. The group's liabilities are not due in the short to medium term.
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:
e-commerce fulfilment solutions
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
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.
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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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 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.
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.
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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
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.
Goodwill is being amortised over its estimated economic life of 10 years. The estimate is considered to be reasonable by the directors, but will be monitored annually to ensure it remains appropriate.
The average monthly number of persons (including directors) employed by the group and company during the period was:
Their aggregate remuneration comprised:
The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:
The carrying value of land and buildings comprises:
Details of the company's subsidiaries at 31 March 2026 are as follows:
The Group's obligations are secured by a debenture incorporating fixed charges over certain assets of the Group and a floating charge over all other assets and undertaking of the Group. The debenture also contains a negative pledge.
Bank loans have interest repayable in monthly instalments. Interest is being charged monthly at a margin of 6.10% plus Sonia.
Other loans have monthly interest being accrued at 12%.
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.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the company.
On 28 May 2025 the group acquired 100% percent of the issued capital of Project Cairo Bidco Limited.
At the reporting end date the group had outstanding commitments for future minimum lease payments under operating leases, which fall due as follows:
On 5 May 2026, Fulfilmentcrowd Holdings Limited (an indirect 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.
As at 31 March 2026 loan notes totalling £33,355,653 (gross amount) were owed to shareholders of the company. A total loan arrangement fee of £596,175 was adjusted against the loan amount. The full amount of the loan arrangement fee was incurred from related parties. Interest was charged in the period of £3,377,603 and the amortised loan arrangement fee in the period was £71,634.
As at 31 March 2026 loan notes totalling £7,346,905 were owed to Directors of the company, this amount is included in the shareholder loan notes above. Interest was charged in the period of £743,949.