Project Eaton Topco Limited - Limited company accounts 23.1
Project Eaton Topco Limited - Limited company accounts 23.1
| REGISTERED NUMBER: 13392551 (England and Wales) |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD 13 MAY 2021 TO 30 JUNE 2022 |
| FOR |
| PROJECT EATON TOPCO LIMITED |
| PROJECT EATON TOPCO LIMITED (REGISTERED NUMBER: 13392551) |
| CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD 13 MAY 2021 TO 30 JUNE 2022 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 5 |
| Report of the Independent Auditors | 7 |
| Consolidated Income Statement | 11 |
| Consolidated Other Comprehensive Income | 12 |
| Consolidated Balance Sheet | 13 |
| Company Balance Sheet | 14 |
| Consolidated Statement of Changes in Equity | 15 |
| Company Statement of Changes in Equity | 16 |
| Consolidated Cash Flow Statement | 17 |
| Notes to the Consolidated Cash Flow Statement | 18 |
| Notes to the Consolidated Financial Statements | 19 |
| PROJECT EATON TOPCO LIMITED |
| COMPANY INFORMATION |
| FOR THE PERIOD 13 MAY 2021 TO 30 JUNE 2022 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditors and Chartered Accountants |
| 5 Brooklands Place |
| Brooklands Road |
| Sale |
| Cheshire |
| M33 3SD |
| PROJECT EATON TOPCO LIMITED (REGISTERED NUMBER: 13392551) |
| GROUP STRATEGIC REPORT |
| FOR THE PERIOD 13 MAY 2021 TO 30 JUNE 2022 |
| The directors present their strategic report of the company and the group for the period 13 May 2021 to 30 June 2022. |
| REVIEW OF BUSINESS |
| Project Eaton Topco Limited ("FourNet") was incorporated on 13 May 2021 for the purpose of acquiring 4Net Holdings Limited and its subsidiary companies, via its subsidiary Project Eaton Bidco Limited. |
| On 8 June 2021 Project Eaton Bidco Limited acquired the entire share capital of 4Net Holdings Limited and its subsidiaries; 4Net Technologies Limited, 4Net Technologies Managed Service Ireland Limited, and ComputerTel Limited. Project Eaton Topco Limited owned Project Eaton Bidco Limited. |
| Market conditions were quite challenging up to the financial year of June 2022. Most Covid - 19 legal limits surrounding social contacts were removed by the government in early summer 2021. However uncertainty prevailed in early autumn 2021 following the spread of the Omicron variant, which led to customer uncertainty. Further to these outbreaks, the market was also impacted by a shortage in semiconductors chips and this led to high prices and long lead times. |
| During these unprecedented times, remote working has become imperative for many companies across the globe. FourNet has adapted well to these changes in the market by moving further towards provision of cloud-based communication platforms for its customers. FourNet have continued to make significant strides in this area since the pandemic, incorporating Microsoft Teams and Avaya ACO platforms into our portfolio, as well as making further significant investments into our own Agile Cloud and Antenna platforms. |
| The FourNet Group's results for the year ending 30 June 2022 show strong group revenues of £41.8m and EBITDA of £4.3m, very much in line with expectations. |
| Key financial metrics |
| £m |
| 2022 |
| Revenue | 41.8 |
| Gross margin | 16.6 |
| EBITDA | 4.3 |
| Cash at bank | 7.3 |
| During this financial period, FourNet were recognised as an outstanding company to work for under the Best Companies Accreditation, which represents the standard for workplace engagement. Our 2 Star accreditation demonstrates the importance FourNet places on employee inclusion and recognises that FourNet has become one of the best organisations in the UK to work for. In addition, the annual Megabuyte50 Awards identify the UK's 50 best-performing, privately-owned technology companies, and FourNet have officially ranked as the 36th best-performing nationally. During the same period, FourNet won the Comms Business Enterprise ICT Solution of the Year award for our Antenna platform. |
| In May 2022, it was announced that the 4Net Holdings Limited (subsidiary) acquired C-Ways Limited, which increases FourNet's product offering further. |
| The year to June 2023 promises continued growth with revenues forecast to grow by approximately 10%, as the business continues to benefit from already contracted, new cloud and managed service wins, and expected wins from new frameworks. Cashflow forecast also remains strong. |
| PROJECT EATON TOPCO LIMITED (REGISTERED NUMBER: 13392551) |
| GROUP STRATEGIC REPORT |
| FOR THE PERIOD 13 MAY 2021 TO 30 JUNE 2022 |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| Covid-19 has continued to impact many organisations over the last 12 months, and still poses potential risks for many others. While FourNet has not suffered any major effects from this, the risks to us from delays or changes in customer investment levels is something the Senior Management Team have been aware of and are taking action on in order to mitigate the impact. This has resulted in changes to product and supplier portfolios to ensure FourNet can offer its customers a range of flexible communications platforms to suit their ever-changing needs. FourNet have also developed a continually expanding employee skillset through a mixture of recruitment and training. |
| The shortage in semiconductors chips is a wider market issue affecting a number of sectors across the world, resulting in long equipment lead times and higher prices. Price increases generally have had an impact across the technology sector. As such the competitiveness risk is mitigated, but the increase in price has had an adverse effect on customers' appetites to procure. Most of FourNet's sales are bespoke solutions and require more engineering time; thus the shortage in chips has had a small impact on sales volume. The long lead times are more of a potential challenge, as this can lead to projects being delayed. FourNet has mitigated this risk by diversifying its supplier portfolio, and moving to procure equipment in the earlier stages of a project. |
| The business engages with two key suppliers in the delivery of a significant proportion of its products and services, namely AVAYA and Enghouse. Reputational and contractual risk exists in the event that either of these two key suppliers' product or service offerings fail to meet FourNet's customer requirements, or through changes in their Go To Market Strategy. FourNet mitigates these risks by closely engaging with these suppliers at senior level, to understand their product roadmaps and business models and to help steer these where possible. FourNet also mitigates these risks by continually scanning the market for potential additional suppliers and partners, to help improve the services it provides to its customers. FourNet's portfolio reviews take place quarterly because of this. |
| Loss of market competitiveness is a risk should FourNet fail to keep up with the introduction of new technological advances. FourNet operates and maintains cloud infrastructure platforms that are utilised by its customers. FourNet runs a continual improvement process, whereby it measures the competitiveness of its services, in particular FourNet's Cloud platforms, against its competitors. Additionally, FourNet constantly analyses the market and engages with its customers to predict future demand; it has formally introduced a product portfolio board who meet on a quarterly basis to steer its solutions roadmap. This ensures FourNet are constantly innovating and responding to market demand. |
| PROJECT EATON TOPCO LIMITED (REGISTERED NUMBER: 13392551) |
| GROUP STRATEGIC REPORT |
| FOR THE PERIOD 13 MAY 2021 TO 30 JUNE 2022 |
| SECTION 172(1) STATEMENT |
| Statement by the directors in performance of their statutory duties in accordance with s172(1) Companies Act 2006 |
| 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: |
| PROJECT EATON TOPCO LIMITED (REGISTERED NUMBER: 13392551) |
| REPORT OF THE DIRECTORS |
| FOR THE PERIOD 13 MAY 2021 TO 30 JUNE 2022 |
| The directors present their report with the financial statements of the company and the group for the period 13 May 2021 to 30 June 2022. |
| INCORPORATION |
| The group was incorporated on 13 May 2021 and commenced trading on the same date. |
| PRINCIPAL ACTIVITY |
| The principal activity of the group in the period under review was that of telephony installations and telecommunications. |
| DIVIDENDS |
| No dividends will be distributed for the period ended 30 June 2022. |
| EVENTS SINCE THE END OF THE PERIOD |
| Information relating to events since the end of the period is given in the notes to the financial statements. |
| DIRECTORS |
| The directors who have held office during the period from 13 May 2021 to the date of this report are as follows: |
| POLITICAL DONATIONS AND EXPENDITURE |
| During the year the company made charitable donations of £2,586, none of which were for political causes. |
| 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. |
| STREAMLINED ENERGY AND CARBON REPORTING |
| The Group's energy consumption for the year was 452,288.44 kWh, resulting in total gross tCO2e emissions of 126.56. |
| Emissions from purchased electricity, including the purposes of transport (tCO2e) 21.61 |
| Emissions from the consumption of fuel for the purposes of transport (tCO2e) 62.47 |
| Intensity ration per employee for Scope 1&2 plus fuel for transport = 0.86 |
| Intensity ration per £1m t/o for Scope 1&2 plus fuel for transport = 3.42 |
| These figures have been compiled in accordance with the 2019 Government environmental reporting guidelines and |
| the UK Government 2022 GHG Conversion Factors for Company Reporting. The scope includes all sites in the UK |
| 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. |
| PROJECT EATON TOPCO LIMITED (REGISTERED NUMBER: 13392551) |
| REPORT OF THE DIRECTORS |
| FOR THE PERIOD 13 MAY 2021 TO 30 JUNE 2022 |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Group 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 the group 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 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group'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: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| PROJECT EATON TOPCO LIMITED |
| Opinion |
| We have audited the financial statements of Project Eaton Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 June 2022 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 30 June 2022 and of the group's 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the 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 directors are responsible for the other information. The other information comprises the information in the Group 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 Group 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 Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| PROJECT EATON TOPCO LIMITED |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the parent company financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page six, 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 group's and the 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 the parent company or to cease operations, or have no realistic alternative but to do so. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| PROJECT EATON TOPCO LIMITED |
| 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 amortisation, depreciation, bad debt provision, stock 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. |
| - Performing a physical verification of key assets , including stock. |
| - Obtaining third-party confirmation of material bank balances. |
| - 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. |
| - Testing all material consolidation adjustments. |
| 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| PROJECT EATON TOPCO LIMITED |
| 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. |
| for and on behalf of |
| Statutory Auditors and Chartered Accountants |
| 5 Brooklands Place |
| Brooklands Road |
| Sale |
| Cheshire |
| M33 3SD |
| PROJECT EATON TOPCO LIMITED (REGISTERED NUMBER: 13392551) |
| CONSOLIDATED INCOME STATEMENT |
| FOR THE PERIOD 13 MAY 2021 TO 30 JUNE 2022 |
| Notes | £ |
| TURNOVER | 3 | 41,823,109 |
| Cost of sales | 25,179,207 |
| GROSS PROFIT | 16,643,902 |
| Administrative expenses | 17,790,508 |
| (1,146,606 | ) |
| Other operating income | 4,465 |
| OPERATING LOSS | 5 | (1,142,141 | ) |
| Interest payable and similar expenses | 6 | 4,415,603 |
| LOSS BEFORE TAXATION | (5,557,744 | ) |
| Tax on loss | 7 | 809,537 |
| LOSS FOR THE FINANCIAL PERIOD | ( |
) |
| Loss attributable to: |
| Owners of the parent | (6,367,281 | ) |
| PROJECT EATON TOPCO LIMITED (REGISTERED NUMBER: 13392551) |
| CONSOLIDATED OTHER COMPREHENSIVE INCOME |
| FOR THE PERIOD 13 MAY 2021 TO 30 JUNE 2022 |
| Notes | £ |
| LOSS FOR THE PERIOD | (6,367,281 | ) |
| OTHER COMPREHENSIVE INCOME | - |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
(6,367,281 |
) |
| Total comprehensive income attributable to: |
| Owners of the parent | (6,367,281 | ) |
| PROJECT EATON TOPCO LIMITED (REGISTERED NUMBER: 13392551) |
| CONSOLIDATED BALANCE SHEET |
| 30 JUNE 2022 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 9 | 44,013,403 |
| Tangible assets | 10 | 695,374 |
| Investments | 11 | - |
| 44,708,777 |
| CURRENT ASSETS |
| Debtors | 12 | 11,236,028 |
| Investments | 13 | 1,744 |
| Cash at bank | 7,265,444 |
| 18,503,216 |
| CREDITORS |
| Amounts falling due within one year | 14 | 20,424,842 |
| NET CURRENT LIABILITIES | (1,921,626 | ) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
42,787,151 |
| CREDITORS |
| Amounts falling due after more than one year | 15 | (48,917,161 | ) |
| PROVISIONS FOR LIABILITIES | 20 | (115,026 | ) |
| NET LIABILITIES | (6,245,036 | ) |
| CAPITAL AND RESERVES |
| Called up share capital | 21 | 964 |
| Share premium | 22 | 121,281 |
| Retained earnings | 22 | (6,367,281 | ) |
| SHAREHOLDERS' FUNDS | (6,245,036 | ) |
| The financial statements were approved by the Board of Directors and authorised for issue on 2 May 2023 and were signed on its behalf by: |
| R Pennington - Director |
| PROJECT EATON TOPCO LIMITED (REGISTERED NUMBER: 13392551) |
| COMPANY BALANCE SHEET |
| 30 JUNE 2022 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 9 |
| Tangible assets | 10 |
| Investments | 11 |
| CURRENT ASSETS |
| Debtors | 12 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 21 |
| Share premium | 22 |
| SHAREHOLDERS' FUNDS |
| Company's profit for the financial year | - |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| PROJECT EATON TOPCO LIMITED (REGISTERED NUMBER: 13392551) |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| FOR THE PERIOD 13 MAY 2021 TO 30 JUNE 2022 |
| Called up |
| share | Retained | Share | Total |
| capital | earnings | premium | equity |
| £ | £ | £ | £ |
| Changes in equity |
| Issue of share capital | 964 | - | 121,281 | 122,245 |
| Total comprehensive income | - | (6,367,281 | ) | - | (6,367,281 | ) |
| Balance at 30 June 2022 | 964 | (6,367,281 | ) | 121,281 | (6,245,036 | ) |
| PROJECT EATON TOPCO LIMITED (REGISTERED NUMBER: 13392551) |
| COMPANY STATEMENT OF CHANGES IN EQUITY |
| FOR THE PERIOD 13 MAY 2021 TO 30 JUNE 2022 |
| Called up |
| share | Retained | Share | Total |
| capital | earnings | premium | equity |
| £ | £ | £ | £ |
| Changes in equity |
| Issue of share capital | - |
| Balance at 30 June 2022 |
| PROJECT EATON TOPCO LIMITED (REGISTERED NUMBER: 13392551) |
| CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE PERIOD 13 MAY 2021 TO 30 JUNE 2022 |
| Notes | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 12,185,627 |
| Interest paid | (1,544,125 | ) |
| Tax paid | (235,896 | ) |
| Net cash from operating activities | 10,405,606 |
| Cash flows from investing activities |
| Purchase of intangible fixed assets | 173,500 |
| Purchase of tangible fixed assets | (392,196 | ) |
| Business acquisitions | (8,590,936 | ) |
| Net cash from investing activities | (8,809,632 | ) |
| Cash flows from financing activities |
| Amount withdrawn by directors | (250,000 | ) |
| Bank loans | 19,200,000 |
| Repayment of loans | (4,884,811 | ) |
| New long term borrowings | 27,365,700 |
| Shareholder equity funding | 252,548 |
| Shareholder equity paid | (36,013,967 | ) |
| Net cash from financing activities | 5,669,470 |
| Increase in cash and cash equivalents | 7,265,444 |
| Cash and cash equivalents at beginning of period |
2 |
- |
| Cash and cash equivalents at end of period | 2 | 7,265,444 |
| PROJECT EATON TOPCO LIMITED (REGISTERED NUMBER: 13392551) |
| NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE PERIOD 13 MAY 2021 TO 30 JUNE 2022 |
| 1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| £ |
| Loss before taxation | (5,557,744 | ) |
| Depreciation charges | 5,649,000 |
| Loss on disposal of fixed assets | 2,789 |
| Finance costs | 4,415,603 |
| 4,509,648 |
| Increase in trade and other debtors | (11,236,028 | ) |
| Increase in trade and other creditors | 18,912,007 |
| Cash generated from operations | 12,185,627 |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Period ended 30 June 2022 |
| 30/6/22 | 13/5/21 |
| £ | £ |
| Cash and cash equivalents | 7,265,444 | - |
| 3. | ANALYSIS OF CHANGES IN NET DEBT |
| At 13/5/21 | Cash flow | At 30/6/22 |
| £ | £ | £ |
| Net cash |
| Cash at bank | - | 7,265,444 | 7,265,444 |
| - | 7,265,444 | 7,265,444 |
| Liquid resources |
| Current asset investments | - | 1,744 | 1,744 |
| - | 1,744 | 1,744 |
| Debt |
| Debts falling due after 1 year | - | (46,045,641 | ) | (46,045,641 | ) |
| - | (46,045,641 | ) | (46,045,641 | ) |
| Total | - | (38,778,453 | ) | (38,778,453 | ) |
| PROJECT EATON TOPCO LIMITED (REGISTERED NUMBER: 13392551) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD 13 MAY 2021 TO 30 JUNE 2022 |
| 1. | STATUTORY INFORMATION |
| Project Eaton Topco Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 13392551 and the registered office address is 3 Scholar Green Road, Stretford, Manchester, M32 0TR. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The functional and presentation currency is £ sterling. |
| Financial Reporting Standard 102 - reduced disclosure exemptions |
| 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 requirement for parent company information presented within the consolidated financial statements: |
| - Section 7 'Statement of Cash Flows': |
| - Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instrument Issues: |
| - Section 33 'Related Party Disclosures': Compensation for key management personnel. |
| Basis of consolidation |
| The consolidated financial statements incorporate the financial statements of Project Eaton Topco Limited and its subsidiary undertakings as at 30 June 2022 using the acquisition method of accounting.Where the acquisition method is used, the results of the subsidiary undertaking are included from the date of acquisition. |
| 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 impairment of the asset transferred. |
| Investments in subsidiaries are stated at cost less provision for impairment. |
| 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. Subsidiaries are consolidated in the group's financial statements for the date that control commences until the date that control ceases. |
| 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. |
| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
| PROJECT EATON TOPCO LIMITED (REGISTERED NUMBER: 13392551) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13 MAY 2021 TO 30 JUNE 2022 |
| 2. | ACCOUNTING POLICIES - continued |
| Critical accounting judgements and key sources of estimation uncertainty |
| 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. |
| The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows. |
| Work in progress |
| The directors make judgements as to whether the final outcome on long term assignments can be assessed with reasonable certainty before profits are calculated. |
| The directors also make judgements as to the amount of profit that is calculated on long term assignments such that it prudently reflects the proportion of the work carried out by the year end by recording turnover and related costs as contract activity progresses. |
| Trade debtors recoverability |
| Amounts recoverable on trade debtors are initially measured at the transaction price and subsequently measured at amortised cost, being the transaction price less any amounts settled and any impairment losses. The directors make estimates as to the recoverability of these debts and provide for them accordingly. |
| Goodwill amortisation |
| 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 straight line basis over its expected life, which is 10 years. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| For telephony installations, turnover is recognised when a right to consideration has been obtained through performance on each assignment. Consideration accrues as activity progresses by reference to the value of work performed. |
| Goodwill |
| Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree and the fair value of the non-controlling interest in the acquiree. 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 straight line basis over its expected useful life, which is 10 years. |
| PROJECT EATON TOPCO LIMITED (REGISTERED NUMBER: 13392551) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13 MAY 2021 TO 30 JUNE 2022 |
| 2. | ACCOUNTING POLICIES - continued |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| Tangible fixed assets |
| Plant and machinery | - |
| Fixtures and fittings | - |
| Computer equipment | - |
| 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 Consolidated 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. |
| PROJECT EATON TOPCO LIMITED (REGISTERED NUMBER: 13392551) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13 MAY 2021 TO 30 JUNE 2022 |
| 2. | ACCOUNTING POLICIES - continued |
| 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. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Hire purchase and leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
| Investment in subsidiaries |
| Investments in subsidiaries are included at cost less provision for impairment. |
| Going concern |
| At 30 June 2022 the group, had a loss for the financial period of £6,367,281 and net liabilities of £6,245,036. |
| 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 group. |
| An analysis of turnover by class of business is given below: |
| £ |
| Project installation | 8,804,813 |
| Maintenance contracts | 28,049,245 |
| Calls and lines rental | 4,969,051 |
| 41,823,109 |
| PROJECT EATON TOPCO LIMITED (REGISTERED NUMBER: 13392551) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13 MAY 2021 TO 30 JUNE 2022 |
| 3. | TURNOVER - continued |
| An analysis of turnover by geographical market is given below: |
| £ |
| United Kingdom | 41,595,300 |
| Europe | 227,809 |
| 41,823,109 |
| 4. | EMPLOYEES AND DIRECTORS |
| £ |
| Wages and salaries | 8,725,436 |
| Social security costs | 895,836 |
| Other pension costs | 476,876 |
| 10,098,148 |
| The average number of employees during the period was as follows: |
| Directors | 6 |
| Staff | 142 |
| The average number of employees by undertakings that were proportionately consolidated during the period was 23 . |
| £ |
| Directors' remuneration | 444,415 |
| Directors' pension contributions to money purchase schemes | 33,549 |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes | 3 |
| Information regarding the highest paid director is as follows: |
| £ |
| Emoluments etc | 180,422 |
| Pension contributions to money purchase schemes | 3,522 |
| PROJECT EATON TOPCO LIMITED (REGISTERED NUMBER: 13392551) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13 MAY 2021 TO 30 JUNE 2022 |
| 5. | OPERATING LOSS |
| The operating loss is stated after charging/(crediting): |
| £ |
| Hire of plant and machinery | 2,746 |
| Depreciation - owned assets | 365,860 |
| Loss on disposal of fixed assets | 2,789 |
| Goodwill amortisation | 5,253,644 |
| Auditors' remuneration | 55,552 |
| Auditors' remuneration for non audit work | 4,878 |
| Foreign exchange differences | (87,880 | ) |
| Operating lease charges | 218,005 |
| 6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| £ |
| Bank interest | 1,544,141 |
| Interest payable | 2,871,462 |
| 4,415,603 |
| 7. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the loss for the period was as follows: |
| £ |
| Current tax: |
| UK corporation tax | 686,841 |
| Prior year corp tax adjustment | 112,082 |
| Total current tax | 798,923 |
| Deferred tax | 10,614 |
| Tax on loss | 809,537 |
| PROJECT EATON TOPCO LIMITED (REGISTERED NUMBER: 13392551) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13 MAY 2021 TO 30 JUNE 2022 |
| 7. | TAXATION - continued |
| 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 | (5,557,744 | ) |
| Loss multiplied by the standard rate of corporation tax in the UK of 19 % | (1,055,971 | ) |
| Effects of: |
| Expenses not deductible for tax purposes | 6,923 |
| Depreciation in excess of capital allowances | 972,073 |
| Utilisation of tax losses | 769,322 |
| Adjustments to tax charge in respect of previous periods | 112,082 |
| Deferred tax | 10,614 |
| Adjustment for Irish taxation | (5,506 | ) |
| Total tax charge | 809,537 |
| 8. | INDIVIDUAL INCOME STATEMENT |
| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
| 9. | INTANGIBLE FIXED ASSETS |
| Group |
| Goodwill |
| £ |
| COST |
| Additions | 49,267,047 |
| At 30 June 2022 | 49,267,047 |
| AMORTISATION |
| Amortisation for period | 5,253,644 |
| At 30 June 2022 | 5,253,644 |
| NET BOOK VALUE |
| At 30 June 2022 | 44,013,403 |
| Goodwill arises on the consolidation of the group's acquisitions. |
| Goodwill of £48,354,835 arising on the acquisition of 100% of 4Net Holdings Limited and its subsidiaries is being amortised over 10 years. |
| Goodwill of £912,212 arising on the acquisition of 100% of C-Ways Limited is being amortised over 10 years. |
| PROJECT EATON TOPCO LIMITED (REGISTERED NUMBER: 13392551) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13 MAY 2021 TO 30 JUNE 2022 |
| 10. | TANGIBLE FIXED ASSETS |
| Group |
| Improvements | Fixtures |
| to | Plant and | and | Computer |
| property | machinery | fittings | equipment | Totals |
| £ | £ | £ | £ | £ |
| COST |
| Additions | - | 1,421 | 298,557 | 92,218 | 392,196 |
| Disposals | (6,500 | ) | - | - | (62,357 | ) | (68,857 | ) |
| Business acquisitions | 11,905 | 234,203 | 116,649 | 1,545,770 | 1,908,527 |
| At 30 June 2022 | 5,405 | 235,624 | 415,206 | 1,575,631 | 2,231,866 |
| DEPRECIATION |
| Charge for period | 1,625 | 8,792 | 21,073 | 334,370 | 365,860 |
| Eliminated on disposal | (3,711 | ) | - | - | (59,638 | ) | (63,349 | ) |
| Business acquisitions | 6,179 | 173,667 | 93,631 | 960,504 | 1,233,981 |
| At 30 June 2022 | 4,093 | 182,459 | 114,704 | 1,235,236 | 1,536,492 |
| NET BOOK VALUE |
| At 30 June 2022 | 1,312 | 53,165 | 300,502 | 340,395 | 695,374 |
| 11. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| Additions |
| At 30 June 2022 |
| NET BOOK VALUE |
| At 30 June 2022 |
| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Subsidiaries |
| Registered office: 3 Scholar Green Road, Cobra Court, Trafford Park, Manchester, M32 0TR |
| Nature of business: |
| % |
| Class of shares: | holding |
| Direct ownership. |
| PROJECT EATON TOPCO LIMITED (REGISTERED NUMBER: 13392551) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13 MAY 2021 TO 30 JUNE 2022 |
| 11. | FIXED ASSET INVESTMENTS - continued |
| Registered office: 3 Scholar Green Road, Cobra Court, Trafford Park, Manchester, M32 0TR |
| Nature of business: |
| % |
| Class of shares: | holding |
| On 8 June 2021 the company, via its subsidiary Project Eaton Bidco Limited, bought the entire share capital of the 4Net Holdings Limited group of companies, specified below in the other subsidiaries. |
| Registered office: 3 Scholar Green Road, Cobra Court, Trafford Park, Manchester, M32 0TR |
| Nature of business: |
| % |
| Class of shares: | holding |
| Indirect ownership. |
| 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. |
| Registered office: 3 Scholar Green Road, Cobra Court, Trafford Park, Manchester M32 0TR |
| Nature of business: |
| % |
| Class of shares: | holding |
| Indirect ownership. |
| On 5th May 2022 4Net Holdings Limited acquired the entire shareholding of C-Ways Limited. |
| Registered office: 3 Scholar Green Road, Cobra Court, Trafford Park, Manchester, M32 0TR |
| Nature of business: |
| % |
| Class of shares: | holding |
| Indirect ownership. |
| PROJECT EATON TOPCO LIMITED (REGISTERED NUMBER: 13392551) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13 MAY 2021 TO 30 JUNE 2022 |
| 12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| £ | £ |
| Trade debtors | 3,376,520 |
| Amounts owed by group undertakings | - |
| Other debtors | 297,158 |
| Prepayments and accrued income | 7,562,350 |
| 11,236,028 |
| Amounts owed by group undertakings are repayable on demand. |
| 13. | CURRENT ASSET INVESTMENTS |
| Group |
| £ |
| Current asset investments | 1,744 |
| 14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group |
| £ |
| Trade creditors | 2,152,822 |
| Corporation tax | 1,037,727 |
| Social security and other taxes | 570,330 |
| VAT | 57,459 |
| Other creditors | 75,326 |
| Accruals and deferred income | 16,531,178 |
| 20,424,842 |
| 15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group |
| £ |
| Bank loans (see note 16) | 19,200,000 |
| Other loans (see note 16) | 26,845,641 |
| Accruals and deferred income | 2,871,520 |
| 48,917,161 |
| PROJECT EATON TOPCO LIMITED (REGISTERED NUMBER: 13392551) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13 MAY 2021 TO 30 JUNE 2022 |
| 16. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group |
| £ |
| Amounts falling due between two and five years: |
| Bank loans | 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 LP, 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. |
| 17. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Group |
| Non- cancellable | operating leases |
| £ |
| Within one year | 129,564 |
| Between one and five years | 324,604 |
| 454,168 |
| PROJECT EATON TOPCO LIMITED (REGISTERED NUMBER: 13392551) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13 MAY 2021 TO 30 JUNE 2022 |
| 18. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| Group |
| £ |
| 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 group 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. |
| 19. | FINANCIAL INSTRUMENTS |
| GROUP |
| Carrying amount of financial assets |
| At 30 June 2022 debt instruments measured at amortised cost amounted to £10,940,866. |
| Carrying amount of financial liabilities measured at amortised cost at 30 June 2022 was £48,273,789. |
| COMPANY |
| Carrying amount of financial assets |
| At 30 June 2022 debt instruments measured at amortised cost amounted to £8,197. |
| At 30 June 2022 equity instrustments measured at cost less impairment £114,048. |
| 20. | PROVISIONS FOR LIABILITIES |
| Group |
| £ |
| Deferred tax | 115,026 |
| Group |
| Deferred |
| tax |
| £ |
| Provided during period | 10,614 |
| Business combinations | 104,412 |
| Balance at 30 June 2022 | 115,026 |
| PROJECT EATON TOPCO LIMITED (REGISTERED NUMBER: 13392551) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13 MAY 2021 TO 30 JUNE 2022 |
| 20. | PROVISIONS FOR LIABILITIES - continued |
| The whole of the deferred tax liability relates to accelerated capital allowances. |
| 21. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal |
| value: | £ |
| A Ordinary shares | .01 | 554 |
| B1/B2 Ordinary | .01 | 261 |
| C Ordinary shares | .01 | 149 |
| 964 |
| The following fully paid shares were allotted during the period at a premium as shown below: |
| 55,424 A Ordinary shares shares of .01 each at 0.99 per share |
| 26,076 B1/B2 Ordinary shares of .01 each at 0.99 per share |
| 14,900 C Ordinary shares shares of .01 each at 2.34 per share |
| In addition, 750 C Ordinary shares were issued on 5 May 2022 for a premium of £9.99 per share. |
| 22. | RESERVES |
| Group |
| Retained | Share |
| earnings | premium | Totals |
| £ | £ | £ |
| Deficit for the period | (6,367,281 | ) | (6,367,281 | ) |
| Share issue | - | 121,281 | 121,281 |
| At 30 June 2022 | (6,367,281 | ) | 121,281 | (6,246,000 | ) |
| Company |
| Retained | Share |
| earnings | premium | Totals |
| £ | £ | £ |
| Profit for the period |
| Share issue |
| At 30 June 2022 | 121,281 |
| PROJECT EATON TOPCO LIMITED (REGISTERED NUMBER: 13392551) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13 MAY 2021 TO 30 JUNE 2022 |
| 23. | PENSION COMMITMENTS |
| The group operates a defined contribution pension scheme. During the period the group contributed £476,876. |
| Creditors include £40,281in respect of outstanding pension contributions at the period end. |
| 24. | 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. 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 group 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 group repaid directors loans of £250,000 to two directors and two former directors. |
| 25. | POST BALANCE SHEET EVENTS |
| During April 2023 the group acquired NOWCOMM, a cybersecurity, network infrastructure and collaboration consultancy. |
| 26. | ULTIMATE CONTROLLING PARTY |
| The directors are of the opinion that there is no ultimate controlling party. |
| PROJECT EATON TOPCO LIMITED (REGISTERED NUMBER: 13392551) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13 MAY 2021 TO 30 JUNE 2022 |
| 27. | BUSINESS ACQUISITIONS |
| On 8th June 2021 Project Eaton Bidco Limited acquired 100% of the issued share capital of 4Net Holdings Limited. |
| Net assets acquired | Book Value | Adjustments | Fair value |
| £ | £ | £ |
| Tangible fixed assets | 603,909 | - | 603,909 |
| Trade receivables | 6,358,433 | - | 6,358,433 |
| Cash and cash equivalents | 8,123,896 | - | 8,123,896 |
| Other receivables | 7,057,923 | (485,663 | ) | 6,572,240 |
| Trade and other payables | (17,346,343 | ) | 91,146 | (17,255,197 | ) |
| Corporation tax | (47,823 | ) | - | (47,823 | ) |
| Deferred tax | (111,402 | ) | - | (111,402 | ) |
| 4,638,593 | (394,537 | ) | 4,244,056 |
| Goodwill | 48,354,835 |
| Total consideration | 52,598,891 |
| The consideration was satisfied by: | £ |
| Cash | 3,584,896 |
| Issue of Ordinary Shares | 8,713,118 |
| Costs of acquisition | 37,425,382 |
| Fees | 3,125,495 |
| Directors loan refund | (250,000 | ) |
| 52,598,891 |
| Contribution by the acquired business for the reporting period included in the group statement of |
| comprehensive income since acquisition: |
| £ |
| Turnover | 41,142,655 |
| Profit before tax | 2,943,479 |
| On 5th May 2022, 4Net Holdings Limited, a subsidiary of Project Eaton Bidco Limited, purchased 100% of the issued share capital of C-Ways Limited. |
| Net assets acquired | Book Value | Adjustments | Fair value |
| £ | £ | £ |
| Tangible fixed assets | 55,043 | - | 55,043 |
| Trade receivables | 517,026 | - | 517,026 |
| PROJECT EATON TOPCO LIMITED (REGISTERED NUMBER: 13392551) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13 MAY 2021 TO 30 JUNE 2022 |
| Cash and cash equivalents | 657,163 | - | 657,163 |
| Other receivables | 239,276 | (52,532 | ) | 186,744 |
| Trade and other payables | (1,203,985 | ) | - | (1,203,985 | ) |
| Deferred tax | 36,868 | - | 36,868 |
| CBILs Loan -settled for cash | (167,167 | ) | - | (167,167 | ) |
| 134,224 | (52,532 | ) | 81,692 |
| Goodwill | 912,212 |
| Total consideration | 993,904 |
| The consideration was satisfied by: | £ |
| Cash | 152,420 |
| Issue of Ordinary Shares | 7,500 |
| Costs of acquisition | 742,500 |
| Fees | 91,484 |
| 993,904 |
| Contribution by the acquired business for the reporting period included in the group statement of |
| comprehensive income since acquisition: |
| £ |
| Turnover | 612,349 |
| Profit before tax | 2,937 |