Project Eaton Bidco Limited - Limited company accounts 22.3

REGISTERED NUMBER: 13399873 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE PERIOD 15 MAY 2021 TO 30 JUNE 2022

FOR

PROJECT EATON BIDCO LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Income Statement

10

Other Comprehensive Income

11

Balance Sheet

12

Statement of Changes in Equity

13

Notes to the Financial Statements

14

DIRECTORS:

R Pennington

C Malthouse

S Tyrrell

I McKenzie

J Painter

A Strickland

REGISTERED OFFICE:

3 Scholar Green Road

Cobra Court

Trafford Park

Manchester

M32 0TR

REGISTERED NUMBER:

13399873 (England and Wales)

AUDITORS:

Harold Sharp Limited

Statutory Auditors and Chartered Accountants

5 Brooklands Place

Brooklands Road

Sale

Cheshire

M33 3SD

The directors present their strategic report for the period 15 May 2021 to 30 June 2022.

The principle activity of the company is as a provider of management services to its subsidiary.

REVIEW OF BUSINESS

The company was incorporated in May 2021 and acquired the entire issued share capital of 4net holdings limited in June 2021. Project Eaton Bidco limited is a wholly owned subsidiary of Project Eaton Topco limited.

The company holds a loan facility that was taken out in connection with the acquisition of project Eaton.

The result for the year was a loss after tax of £4.7m, mainly made up of financing cost.

PRINCIPAL RISKS AND UNCERTAINTIES

The Company's investments are funded by fixed interest investor loan notes and bank loans. The bank loan agreement contains covenants relating, inter alia, to the financial performance of the parent group. Breach of these covenants would result in sanction and trading restrictions. The Directors work closely with the management of the parent group to monitor compliance with the loan conditions. With regard to the company's valuation of its investments in subsidiaries, an annual impairment review is performed to assess whether the recoverable amount of investments is below the carrying value.

SECTION 172(1) STATEMENT

Section 172 of the companies Act 2006 requires directors to act in a way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole and, in doing so have regard (amongst other matters) to:

a. the likely consequences of any decisions in the long-term;

b. the interests of the company's employees;

c. the need to foster the company's business relationships with suppliers, customers and others;

d. the impact of the company's operations on the community and environment;

e. the desirability of the company maintaining a reputation for high standards of business conduct; and

f. the need to act fairly as between shareholders of the Company.'

The requirement of section 172(1) of the companies Act 2006 and the interest of the company's stakeholder groups are taken into consideration through a combination of the following

Risk Management

We provide business-critical services to our clients, often in highly regulated environments. As we grow, our business and our risk environment also become more complex. It is therefore vital that we effectively identify, evaluate, manage and mitigate the risks we face, and that we continue to evolve our approach to risk management.

Community and Environment

The Company's approach is to use our position of strength to create positive change for the people and communities with which we interact. We want to leverage our expertise and enable colleagues to support the communities around us.

Culture and Values

The Board recognises the importance of having the right corporate culture. Our long-term success depends on achieving our strategic goals in the right way, so we look after the best interests of our clients, people and other stakeholders. Through the use of employee and management workshops, we identified four core values that govern how we act as a business.

Investors

The Board is committed to openly engaging with our investors, as we recognise the importance of a continuing effective dialogue, whether with private investors or employee shareholders. It is important to us that investors understand our strategy and objectives, so these must be explained clearly, feedback heard and any issues or questions raised properly considered.

ON BEHALF OF THE BOARD:

C Malthouse - Director

30 March 2023

The directors present their report with the financial statements of the company for the period 15 May 2021 to 30 June 2022.

INCORPORATION

The company was incorporated on 15 May 2021 and commenced trading on the same date.

PRINCIPAL ACTIVITY

The principal activity of the company in the period under review was that of a holding company

DIVIDENDS

No dividends will be distributed for the period ended 30 June 2022.

DIRECTORS

The directors who have held office during the period from 15 May 2021 to the date of this report are as follows:

R Pennington - appointed 15 May 2021

C Malthouse - appointed 8 June 2021

S Tyrrell - appointed 8 June 2021

I McKenzie - appointed 8 June 2021

J Painter - appointed 8 June 2021

A Strickland - appointed 8 June 2021

DIRECTORS INDEMNITIES

The company has currently made qualifying third party indemnity provisions for the benefit of its directors, which remain in force at the date of this report.

DISCLOSURE IN THE STRATEGIC REPORT

The directors have chosen to disclose the s172 statement within the Strategic Report, along with corporate governance arrangements and engagement with suppliers, customers and others. Streamlined Energy and Carbon Reporting is included within the parent company's financial statements.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Harold Sharp Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

C Malthouse - Director

30 March 2023

Opinion

We have audited the financial statements of Project Eaton Bidco Limited (the 'company') for the period ended 30 June 2022 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 30 June 2022 and of its loss for the period then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

As part of our planning process:

- We enquired of management the systems and controls the company has in place, the areas of the financial statements that are mostly susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud.

- We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 102, Companies Act 2006, health and safety, and employment law.

- We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.

- Using our knowledge of the company, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

- Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.

- Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.

- Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates, in particular in relation to depreciation, bad debt provision and accrued costs.

- Assessing the extent of compliance, or lack of, with the relevant laws and regulations in particular those that are central to the entities ability to continue in operation.

- Testing key revenue lines, in particular cut-off, for evidence of management bias.

- Documenting and verifying all significant related party and consolidated balances and transactions.

- Reviewing documentation such as the company board minutes, correspondence with solicitors, for discussions of irregularities including fraud.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors and management.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Karen Dent (Senior Statutory Auditor)

for and on behalf of Harold Sharp Limited

Statutory Auditors and Chartered Accountants

5 Brooklands Place

Brooklands Road

Sale

Cheshire

M33 3SD

30 March 2023

TURNOVER

3

125,000

Administrative expenses

133,495

OPERATING LOSS

5

(8,495

)

Interest payable and similar expenses

6

4,675,112

LOSS BEFORE TAXATION

(4,683,607

)

Tax on loss

7

-

LOSS FOR THE FINANCIAL PERIOD

(4,683,607

)

LOSS FOR THE PERIOD

(4,683,607

)

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

(4,683,607

)

FIXED ASSETS

Investments

8

49,409,708

CURRENT ASSETS

Debtors

9

39,808

CREDITORS

Amounts falling due within one year

10

5,120,811

NET CURRENT LIABILITIES

(5,081,003

)

TOTAL ASSETS LESS CURRENT LIABILITIES

44,328,705

CREDITORS

Amounts falling due after more than one year

11

48,917,161

NET LIABILITIES

(4,588,456

)

CAPITAL AND RESERVES

Called up share capital

14

554

Share premium

15

94,597

Retained earnings

15

(4,683,607

)

SHAREHOLDERS' FUNDS

(4,588,456

)

The financial statements were approved by the Board of Directors and authorised for issue on 30 March 2023 and were signed on its behalf by:

R Pennington - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Changes in equity

Issue of share capital

554

-

94,597

95,151

Total comprehensive income

-

(4,683,607

)

-

(4,683,607

)

Balance at 30 June 2022

554

(4,683,607

)

94,597

(4,588,456

)

1.	STATUTORY INFORMATION

Project Eaton Bidco Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 13399873 and the registered office address is 3 Scholar Green Road, Stretford, Manchester, M32 0TR.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention. and in accordance with the Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

The results are presented for the company as a single entity and the functional and presentation currency of the financial statements is Pound Sterling (£).

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c).

Preparation of consolidated financial statements

The financial statements contain information about Project Eaton Bidco Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Project Eaton Topco Limited, 3 Scholar Green Road, Stretford, Manchester, England, M32 0TR.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Significant judgements and estimates

In the application of the company'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.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Investments in subsidiaries

Investments are included at cost less provision for impairment.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' of FRS 102 to all of its financial instruments.

Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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 work in progress, trade debtors, other debtors, amounts due from group undertakings 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. Financial assets classified as receivable within one year are not amortised.

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 company after deducting all of its liabilities.

Basic financial liabilities, including trade creditors and other creditors, 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 are derecognised when, and only when, the company's contractual obligations are discharged, cancelled, or they expire.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Going concern

At 30 June 2022 the company, had a loss for the financial period of £4,683,607 and net liabilities of £4,588,456. The company is a holding company and as such relies on its investments in its subsidiaries and the support of other group companies to ensure that it has sufficient funds to pay its debts as they fall due.

The directors have reviewed the working capital requirement forecasts and projections for the Group of companies headed up by Project Eaton Topco Limited for the next twelve months, taking account of reasonably possible changes in trading performance, together with the planned capital investment over that same period. The group is expected to have a sufficient level of financial resources available through operating cash flows and existing borrowing facilities for a period of at least 12 months from approval of these financial statements ("the going concern period").

Consequently, the directors are confident that the company will have sufficient funds to continue to meet their liabilities as they fall due for at least 12 months from the date of approval of the financial statements and have therefore prepared the financial statements on a going concern basis.

3.

TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

£

Management charges

125,000

125,000

An analysis of turnover by geographical market is given below:

£

United Kingdom

125,000

125,000

4.	EMPLOYEES AND DIRECTORS

There were no staff costs for the period ended 30 June 2022.

The average number of employees during the period was as follows:

Directors

6

£

Directors' remuneration

-

5.	OPERATING LOSS

The operating loss is stated after charging:

£

Auditors' remuneration

5,000

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

£

Bank interest

1,544,141

Interest payable

3,130,971

4,675,112

7.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the period.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below:

£

Loss before tax

(4,683,607

)

Loss multiplied by the standard rate of corporation tax in the UK of 19%

(889,885

)

Effects of:

Utilisation of tax losses

889,885

Total tax charge

-

8.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

Additions

49,409,708

At 30 June 2022

49,409,708

NET BOOK VALUE

At 30 June 2022

49,409,708

The company's investments at the Balance Sheet date in the share capital of companies include the following:

4Net Holdings Limited

Registered office: 3 Scholar Green Road, Cobra Court, Trafford Park, Manchester, M32 0TR

Nature of business: Holding company

%

Class of shares:

holding

Ordinary

100.00

Directly owned

4Net Technologies Limited

Registered office: 3 Scholar Green Road, Cobra Court, Trafford Park, Manchester, M32 0TR

Nature of business: Telephony installation

%

Class of shares:

holding

Ordinary

100.00

Indirectly owned

C-Ways Limited

Registered office: 3 Scholar Green Road, Cobra Court, Trafford Park, Manchester, M32 0TR

Nature of business: Telecommunications

%

Class of shares:

holding

Ordinary

100.00

Indirectly owned

ComputerTel Limited

Registered office: 3 Scholar Green Road, Trafford Park, Manchester, M32 0TR

Nature of business: Telecommunications

%

Class of shares:

holding

Ordinary

100.00

Indirectly owned

On 8 June 2021 the company bought the entire share capital of the 4Net Holdings Limited group of companies.

In addition, via its investment in 4Net Technologies Limited, the company indirectly owns 100% of the share capital of 4Net Technologies Managed Service Ireland Limited. 4Net Technologies Managed Service Limited is registered in Ireland, and its principal activity is the provision of telecommunications services.

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Other debtors

39,808

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Trade creditors

208,199

Amounts owed to group undertakings

4,416,979

Accruals and deferred income

495,633

5,120,811

Amounts owed to group undertakings are repayable on demand. The loan due to 4Net Holdings Limited of £2,394,177 at 30 June 2022 bears interest payable at 10% per annum.

11.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

£

Bank loans (see note 12)

19,200,000

Other loans (see note 12)

26,845,641

Accruals and deferred income

2,871,520

48,917,161

12.

LOANS

An analysis of the maturity of loans is given below:

£

Amounts falling due between two and five years:

Bank loans - 2-5 years

19,200,000

Amounts falling due in more than five years:

Repayable otherwise than by instalments

Other loans more 5yrs non-inst

26,845,641

Bank loans of £19,200,000 bear interest payable of 7.5% over bank base rate per annum, and are anticipated to be repaid within six years of 8 June 2021. Interest paid during the period of £1,544,141 has been charged to the profit and loss account.

Other loans of £26,845,641 comprise Loan notes in favour of Palatine Private Equity Fund IV LP, Palatine Founder Partner IV LP, Palatine Fund IV Co-Invest, Palatine Private Equity North West Co-Invest LP and various management groups, which include four of the six directors. All of the loan notes bear interest at 10% per annum, which amounted to £2,871,520 at 30 June 2022 and is included within accruals due after one year. The loan notes and accrued interest are anticipated to be repayable within seven years of 8 June 2021.

13.	SECURED DEBTS

The following secured debts are included within creditors:

£

Bank loans

19,200,000

A Loan notes

18,169,958

A Loan notes interest

1,946,796

39,316,754

On 8 June 2021 the company entered into debentures containing fixed and floating charges over the company's assets, to secure certain of its borrowings. The beneficiaries of the securities are Altus Domus Trustees (UK) Limited as security agent and then Palatine Private Equity LLP.

14.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

value:

£

55,425

Ordinary

0.01

554

55,425 Ordinary shares of 0.01 each were allotted as fully paid at a premium of 1.70677 per share during the period.

15.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

Deficit for the period

(4,683,607

)

(4,683,607

)

Bonus share issue

-

94,597

94,597

At 30 June 2022

(4,683,607

)

94,597

(4,589,010

)

16.	ULTIMATE PARENT COMPANY

The company's immediate and ultimate parent company is Project Eaton Topco Limited, a company registered in England and Wales. Group accounts are available at Companies House.

The directors consider the ultimate controlling party to be Palatine Private Equity LLP, a limited liability partnership registered in England and Wales.

17.	RELATED PARTY DISCLOSURES

On 8 June 2021 the company's subsidiaries; 4Net Holdings Limited, ComputerTel Limited and 4Net Technologies Ltd, entered into guarantees in the form of debentures containing fixed and floating charges over their assets, to secure the borrowings of Project Eaton Topco Limited and Project Eaton Bidco Limited. At 30 June 2022 the amount outstanding in respect of these guarantees was £39.32m (2021: £37.43m). The beneficiaries of the securities are Altus Domus Trustees (UK) Limited as security agent and then Palatine Private Equity LLP.

At 30 June 2022 the company owed four of the six directors loan notes amounting to £6,684,387 which bear interest at 10% per annum. The loan notes and interest are included within creditors due after more than one year.

During the year the company paid £250,000 to two directors and two former directors.