Company registration number 05683294 (England and Wales)
MASTERFIX GB LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
MASTERFIX GB LIMITED
COMPANY INFORMATION
Directors
C Ball
M Freeman
B Patel
(Appointed 20 February 2023)
Secretary
B Patel
Company number
05683294
Registered office
Five Kings House
Queen Street Place
London
EC4R 1QS
Auditor
FMCB
3rd Floor Hathaway House
Popes Drive
Finchley
London
N3 1QF
Business address
Five Kings House
Queen Street Place
London
EC4R 1QS
Bankers
National Westminister Bank Plc
Victoria Branch
169 Victoria Street
London
SW1E 5NA
Arbuthnot Latham & Co., Limited
Arbuthnot House
20 Finsbury Circus
London
EC2M 7EA
MASTERFIX GB LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 6
Independent auditor's report
7 - 9
Profit and loss account
10
Statement of comprehensive income
11
Balance sheet
12
Statement of changes in equity
13
Statement of cash flows
14
Notes to the financial statements
15 - 25
MASTERFIX GB LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present the strategic report for the year ended 31 December 2023.
Business Review
Masterfix GB Limited (the company), trading since 2009, specialises in delivering exceptional property care to owners, occupiers and managers of a diverse range of residential and commercial properties.
Driven to provide the highest service quality, the company delivers property maintenance and allied services to three key market sectors, retail & hospitality, residential & commercial and insurance reinstatement works specifically to the insurance market. All three have long term growth potential with a high incidence of repeat revenues.
The last financial year saw overall revenues fall slightly to £15,890,421 with Insurance Services accounting for 46% of revenue, Building Services 28% and Technical Services 26%.
Cost pressure from clients that became prevalent in the latter part of 2022 continued throughout 2023 and to present time.
Despite the changes in market conditions, we continued with our investment in underpinning the structure within the business and expanding the range of services that we offer :-
Notable developments :-
The extension in the range of services that we provide to the insurance market, to now include drying and mould remediation and leak detection. We believe that this single source solution will accelerate our growth and financial performance in that sector.
The search for new office premises to find one larger London office that facilitates the entire team being in one location. Cost savings are also expected to be achieved as a result of this.
The expansion of our service offering to include Fire & Security. This will be achieved via a combination of organic growth and an acquisition (expected Q4 2024).
The ongoing expansion of our primary Mechanical & Electrical Services to the London residential market, with this supported by the intended appointment of a Technical Head of Operations.
Overall and despite the hardening market conditions, the directors remain satisfied with the performance of the company for the year ended 31 December 2023 and optimistic for growth during 2024.
Principal risks and uncertainties
Strengths
Long standing customer relationships offering high levels of repeat and recurring revenues.
Unique platform of scale in the attractive London market.
Genuine one stop shop solutions for professional property owners and managers.
High quality employees.
Acquisition strategy and appropriate levels of funding to support this.
A wide range of services that provide us with resilience to market changes.
Weaknesses
General economic uncertainty
An increase in debtor days
On-going pressure and rates and charges arising from market conditions
A lack of progress in entering the Build to Rent and Student accommodation markets
MASTERFIX GB LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Principal risks and uncertainties
Opportunities
Growth in the London Residential Market, particularly across Multi Dwelling Units in the high-net-worth sector/ demographic.
The ongoing expansion of the company's insurance reinstatement department in both London and Scotland, including direct supply arrangements with insurance companies.
A growth in the range of our services supported by our Acquisition Strategy, resulting in an increase in the “wallet share” of sales from existing clients.
Further expansion of our fire safety offering, extending our passive fire offering to include active fire services. The opportunities in this sector remain strong driven by changes in legislation (Fire Safety Act).
Threats
High interest rates.
Rising material costs.
A slowdown in consumer spending is particularly affecting our activity in the Retail & Hospitality sectors.
Rising interest rates, particularly affecting the Residential, private landlord sector.
Future Developments
Business Performance- 2024 Objectives
The company’s financial plan for the forthcoming year predicts a sales increase of around 10%. The company’s strategy for business growth is set out below.
Insurance Reinstatement works - Insurance will be a key growth area for the company and further enhanced by extending our offering to include drying and remediation alongside leak detection services.
Residential Sector - An on-going focus on Technical Services with a specific focus on the company's Mechanical & Electrical Services.
The Growth of Intelligent Homes offering following the successful acquisition of MDFX Limited.
Strategic appointments - The directors have identified that a number of key appointments are critical to the continued success and growth of the company.
Sustainability -
We recognize the need to change by making sustainability an integral part of our behavior, our service delivery and the advice we give.
In 2023, we engaged with Grain Sustainability Consultancy who, having completed our materiality assessment and benchmarking, will continue to support us in developing our sustainability strategy with associated goals, targets, and KPIs.
Acquisition Strategy update - With the full support of our investor we will continue to identify and secure acquisition targets that will complement our organic growth. As stated, it is our intention to acquire a company that offers Fire & Security Services, as well as companies who are involved in Building Efficiency.
Growth Strategy
Broadly this is consistent with our Growth strategy formulated in 2021 but with the very specific objective to increase our activity in the Insurance & Residential Sectors, dilute activity in the retail and hospitality sectors and extend our Fire & Security Offering.
MASTERFIX GB LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Future Developments (continued)
Financial instruments
The company considers the company has a normal level of exposure to liquidity and interest rate risk arising from its trading activities.
Credit risk
At 31 December 2023 the company had a bank loan of £777,778 repayable over a six year term at 5.75% over base rate. The above loan was advanced in September 2022. It is due for repayment in August 2028 by way of equal monthly instalments.
Liquidity
The company has credit facilities with its bankers that enables it to draw funds against unpaid sales invoices, this facility is available should the company require short term liquidity.
Cash flow
The company generated in the year to 31 December 2023 £635,237 from its operations, after deducting additions to tangible fixed assets of £75,443. Cash balances increased by £90,957 from £107,782 to £198,739.
Group
At 31 December 2023 included in debtors is £1,871,472 due from Carlo Bidco Limited. This balance arise from Carlo Bidco Limited's purchase of shares in Masterfix GB Limited and the payment of interest on redeemable loan notes used by Carlo Bidco Limited to purchase the shares. The company is responsible for the continued financial support of Carlo Bidco Limited.
Vision & Value statement
The company's vision is to become a household name in the residential and commercial property management sectors, delivering exceptional building maintenance services all in support of long-term client relationships built on trust and reliability.
We aim to deliver on our promise of exceptional property care to residential and commercial clients who choose best value over lowest cost. The company does this through carefully selected engineers and service partners whose communication skills and service principles match their technical excellence.
The company will continue to reinforce its key values, considered critical in promoting its ethos of “Exceptional Property Care”.
• Safety – the safety of clients, the public and employees will not be compromised.
• Quality – all work will be delivered to the highest possible appropriate standards.
• Reliability & Punctuality – the company's entire team will strive to deliver, on time every time.
• Communication – the company will actively promote timely and effective service led information.
• Honesty & Fairness – maintaining trust through total service cost transparency.
• Value for Money – the company will establish a demonstrable link between service and cost.
• Courtesy – the company will at all times be respectful and thoughtful in all of our dealings.
• The Environment – the company will comply fully with all regulations and codes of practice.
• Professional Advice – the company will offer professional advice, not personal opinion.
MASTERFIX GB LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
C Ball
Director
24 September 2024
MASTERFIX GB LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the company is the provision of property maintenance services.
Results and dividends
The results for the year are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
C Ball
M Freeman
J C Peers
(Resigned 16 February 2023)
B Patel
(Appointed 20 February 2023)
Auditor
FMCB were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Statement of directors' responsibilities
The directors are responsible for preparing the annual report 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 UK 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.
Strategic report
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of financial instruments and future developments.
MASTERFIX GB LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
C Ball
Director
24 September 2024
MASTERFIX GB LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MASTERFIX GB LIMITED
- 7 -
Opinion
We have audited the financial statements of Masterfix GB Limited (the 'company') for the year ended 31 December 2023 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
MASTERFIX GB LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MASTERFIX GB LIMITED (CONTINUED)
- 8 -
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 directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, 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 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 directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered information including the following:
the nature of the industry and sector, control environment and business performance;
results of our enquiries of management regarding identification and assessment of the risks of irregularities;
the internal controls and company procedures established to detect and mitigate risks of fraud or non-compliance with laws and regulations;
the legal and regulatory framework that the company operates in which includes in this context the Companies Act and tax legislation;
consideration of factors that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate.
MASTERFIX GB LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MASTERFIX GB LIMITED (CONTINUED)
- 9 -
As a result of considering the above we use audit procedures to respond to any potential risks. Procedures used include the following:
reviewing the financial statement disclosures and testing supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
reading minutes of meetings of those charged with governance;
enquiring of management to obtain an understanding of any provisions and testing the appropriateness of journal entries and other adjustments;
evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above procedures the engagement team remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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 an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Gavin Zeiderman BA(Hons) FCA
Senior Statutory Auditor
For and on behalf of FMCB
25 September 2024
Chartered Accountants
Statutory Auditor
3rd Floor Hathaway House
Popes Drive
Finchley
London
N3 1QF
MASTERFIX GB LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
2023
2022
Notes
£
£
Turnover
3
15,890,420
16,223,253
Cost of sales
(10,610,185)
(11,003,039)
Gross profit
5,280,235
5,220,214
Administrative expenses
(5,039,784)
(4,624,868)
Operating profit
4
240,451
595,346
Interest receivable and similar income
7
1,169
4
Interest payable and similar expenses
8
(208,273)
(76,789)
Amounts written off investments
9
-
(1)
Profit before taxation
33,347
518,560
Tax on profit
10
763
(65,087)
Profit for the financial year
34,110
453,473
The profit and loss account has been prepared on the basis that all operations are continuing operations.
MASTERFIX GB LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
2023
2022
£
£
Profit for the year
34,110
453,473
Other comprehensive income
-
-
Total comprehensive income for the year
34,110
453,473
MASTERFIX GB LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 12 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
12
136,364
141,072
Current assets
Stocks
13
337,014
513,440
Debtors
14
5,931,273
5,936,314
Cash at bank and in hand
198,739
107,782
6,467,026
6,557,536
Creditors: amounts falling due within one year
15
(3,457,655)
(3,419,553)
Net current assets
3,009,371
3,137,983
Total assets less current liabilities
3,145,735
3,279,055
Creditors: amounts falling due after more than one year
16
(611,111)
(777,778)
Provisions for liabilities
Deferred tax liability
18
25,308
26,071
(25,308)
(26,071)
Net assets
2,509,316
2,475,206
Capital and reserves
Called up share capital
20
50,000
50,000
Profit and loss reserves
2,459,316
2,425,206
Total equity
2,509,316
2,475,206
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 24 September 2024 and are signed on its behalf by:
C Ball
B Patel
Director
Director
Company registration number 05683294 (England and Wales)
MASTERFIX GB LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2022
50,000
1,971,733
2,021,733
Year ended 31 December 2022:
Profit and total comprehensive income
-
453,473
453,473
Balance at 31 December 2022
50,000
2,425,206
2,475,206
Year ended 31 December 2023:
Profit and total comprehensive income
-
34,110
34,110
Balance at 31 December 2023
50,000
2,459,316
2,509,316
MASTERFIX GB LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
23
633,734
356,210
Interest paid
(208,273)
(76,789)
Income taxes paid
(84,829)
(115,665)
Net cash inflow from operating activities
340,632
163,756
Investing activities
Purchase of tangible fixed assets
(84,177)
(75,443)
Interest received
1,169
4
Net cash used in investing activities
(83,008)
(75,439)
Financing activities
Repayment of bank loans
(166,667)
(22,222)
Net cash used in financing activities
(166,667)
(22,222)
Net increase in cash and cash equivalents
90,957
66,095
Cash and cash equivalents at beginning of year
107,782
41,687
Cash and cash equivalents at end of year
198,739
107,782
MASTERFIX GB LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
1
Accounting policies
Company information
Masterfix GB Limited is a private company limited by shares incorporated in England and Wales. The registered office is Five Kings House, Queen Street Place, London, EC4R 1QS.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest pound.
The financial statements have been prepared under the historical cost convention. The principal accounting policies are set out below.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover is measured at the fair value of the consideration received or receivable and represents amounts for services provided in the normal course of business, net of discounts, VAT and other sales related taxes. Revenue from the provision of services is recognised when those services have been performed.
1.4
Intangible fixed assets other than goodwill
Intangible assets are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Branding
33.34% Straight line
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures, fittings & equipment
33.34% Straight line
Computer equipment
33.34% Straight line
1.6
Impairment of fixed assets
At each reporting date fixed assets are reviewed to determine whether there is any indication that those assets have suffered a material impairment loss. If a material impairment loss arises then it is recognised in the profit and loss account or against the revaluation reserve if the asset has been revalued.
1.7
Stocks
Stocks are stated at the lower of cost and net realisable value after making due allowance for impairment losses on obsolete and slow moving items. Impairment losses are recognised in profit or loss.
MASTERFIX GB LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.8
Financial instruments
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Financial assets include debtors, cash and bank balances. Debtors, cash and bank balances which are basic financial assets are measured at transaction price less any impairment. Financial assets are assessed for indicators of impairment at each reporting end date. Any changes in value are recognised in the profit or loss. account.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Basic financial liabilities
Financial liabilities includes creditors, bank loans and borrowings. creditors, bank loans and borrowings which are basic financial liabilities are measured at transaction price. Any changes in value are recognised in the profit or loss account.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.
1.10
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.11
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
MASTERFIX GB LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.12
Masterfix GB Limited is a wholly owned subsidiary of Carlo Bidco Limited which in turn is a wholly owned subsidiary of Carlo Topco Limited. The results of Masterfix GB Limited are included in the consolidated financial statements of Carlo Topco Limited and are available from Five Kings House, 1 Queen Street Place, London, England, EC4R 1QS.
2
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.
Key sources of estimation uncertainty
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.
Estimation of useful life
The charge for depreciation is derived after determining an estimate of an asset’s expected useful life and the expected residual value at the end of its life. Increasing an asset’s expected life or its residual value would result in a reduced depreciation charge in the profit and loss account. The useful lives and residual values of the assets are determined by management at the time the asset is acquired and reviewed annually for appropriateness. The useful lives are based on historical experience with similar assets as well as anticipation of future events which may impact their life. Depreciation charged in the year was £88,885 (2022: £114,676).
Unrecorded costs
Cost of sales includes accruals for unrecorded costs. These are determined by management who review each project. Accruals are based upon contract income, value of work done and expected gross profit margins. Accruals includes £375,167 (2022: £321,710) for unrecorded costs.
3
Turnover and other revenue
An analysis of the company's turnover is as follows:
2023
2022
£
£
Turnover analysed by class of business
Building services
4,516,678
5,625,188
Insurance services
7,231,802
6,376,049
Technical servies
4,141,940
4,222,016
15,890,420
16,223,253
MASTERFIX GB LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
3
Turnover and other revenue
(Continued)
- 18 -
2023
2022
£
£
Turnover analysed by geographical market
London and the surrounding area
14,162,536
15,131,979
Scotland
1,727,884
1,091,274
15,890,420
16,223,253
2023
2022
£
£
Other revenue
Interest income
1,169
4
4
Operating profit
2023
2022
Operating profit for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
30,000
30,000
Depreciation of owned tangible fixed assets
88,885
114,676
Amortisation of intangible assets
-
735
Operating lease charges
243,639
204,656
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Engineers
47
49
Office
74
73
Total
121
122
Their aggregate remuneration comprised:
2023
2022
£
£
Wages and salaries
5,017,830
5,000,343
Social security costs
547,865
568,550
Pension costs
106,629
99,594
5,672,324
5,668,487
MASTERFIX GB LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
6
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
427,248
434,063
Company pension contributions to defined contribution schemes
8,826
9,752
436,074
443,815
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2022 - 4).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
158,852
164,600
Company pension contributions to defined contribution schemes
4,339
4,565
7
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
1,169
4
2023
2022
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
1,169
4
8
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
90,227
76,789
Interest on invoice finance arrangements
115,902
206,129
76,789
Other finance costs:
Other interest
2,144
208,273
76,789
MASTERFIX GB LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
9
Amounts written off investments
2023
2022
£
£
Other gains and losses
-
(1)
10
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
84,829
Adjustments in respect of prior periods
(12,309)
Total current tax
72,520
Deferred tax
Origination and reversal of timing differences
(763)
(7,433)
Total tax (credit)/charge
(763)
65,087
The actual (credit)/charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
Profit before taxation
33,347
518,560
Expected tax charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
7,843
98,526
Tax effect of expenses that are not deductible in determining taxable profit
13,092
26,178
Effect of change in corporation tax rate
(1,801)
Group relief
(19,348)
(45,369)
Permanent capital allowances in excess of depreciation
214
5,354
Amortisation on assets not qualifying for tax allowances
140
Under/(over) provided in prior years
(12,309)
Deferred tax adjustments in respect of prior years
(763)
(7,433)
Taxation (credit)/charge for the year
(763)
65,087
MASTERFIX GB LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
11
Intangible fixed assets
Branding
£
Cost
At 1 January 2023 and 31 December 2023
100,662
Amortisation and impairment
At 1 January 2023 and 31 December 2023
100,662
Carrying amount
At 31 December 2023
At 31 December 2022
12
Tangible fixed assets
Fixtures, fittings & equipment
Computer equipment
Total
£
£
£
Cost
At 1 January 2023
294,368
662,762
957,130
Additions
10,057
74,120
84,177
At 31 December 2023
304,425
736,882
1,041,307
Depreciation and impairment
At 1 January 2023
235,450
580,608
816,058
Depreciation charged in the year
31,103
57,782
88,885
At 31 December 2023
266,553
638,390
904,943
Carrying amount
At 31 December 2023
37,872
98,492
136,364
At 31 December 2022
58,918
82,154
141,072
13
Stocks
2023
2022
£
£
Raw materials and consumables
49,425
52,329
Work in progress
287,589
461,111
337,014
513,440
MASTERFIX GB LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
14
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
3,599,280
3,725,081
Amounts owed by group undertakings
1,871,472
1,618,639
Other debtors
43,461
47,719
Prepayments and accrued income
417,060
544,875
5,931,273
5,936,314
15
Creditors: amounts falling due within one year
2023
2022
Notes
£
£
Bank loans
17
166,667
166,667
Trade creditors
603,492
721,584
Corporation tax
84,829
Other taxation and social security
475,678
621,015
Other creditors
1,673,907
1,351,499
Accruals and deferred income
537,911
473,959
3,457,655
3,419,553
Amounts falling due within one year include £1,781,577 (2022: £1,501,343) secured over the assets of the company.
16
Creditors: amounts falling due after more than one year
2023
2022
Notes
£
£
Bank loans and overdrafts
17
611,111
777,778
17
Loans and overdrafts
2023
2022
£
£
Bank loans
777,778
944,445
Payable within one year
166,667
166,667
Payable after one year
611,111
777,778
Bank loans are secured over the assets of the company.
The above loan was advanced in September 2022. It is due for repayment in August 2028 by way of equal monthly instalments. Interest is charged at 5.75% over base rate.
MASTERFIX GB LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
18
Deferred taxation
Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
Liabilities
Liabilities
2023
2022
Balances:
£
£
Accelerated capital allowances
25,308
26,071
2023
Movements in the year:
£
Liability at 1 January 2023
26,071
Credit to profit or loss
(763)
Liability at 31 December 2023
25,308
19
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
106,629
99,594
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
20
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
50,000
50,000
50,000
50,000
During the previous year the company passed a resolution to redesignate the entire share capital of the company as Ordinary Shares only.
21
Financial commitments, guarantees and contingent liabilities
Coniston I LP is a shareholder in Carlo Topco Limited, the company's parent undertaking. There is a debenture and guarantee registered at Companies House in favour of Coniston I LP. Coniston I LP has a fixed and floating charge over the assets of the company. There is also a debenture and guarantee registered at Companies House in favour of Arbuthnot Commercial Asset Based Lending Limited has a fixed and floating charge over the assets of the company.
MASTERFIX GB LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
22
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2023
2022
£
£
Within one year
475,115
162,845
Between two and five years
529,201
116,364
1,004,316
279,209
23
Cash generated from operations
2023
2022
£
£
Profit for the year after tax
34,110
453,473
Adjustments for:
Taxation (credited)/charged
(763)
65,087
Finance costs
208,273
76,789
Investment income
(1,169)
(4)
Amortisation and impairment of intangible assets
735
Depreciation and impairment of tangible fixed assets
88,885
114,676
Other gains and losses
-
1
Movements in working capital:
Decrease/(increase) in stocks
176,426
(42,247)
Decrease/(increase) in debtors
5,041
(1,461,450)
Increase in creditors
122,931
1,149,150
Cash generated from operations
633,734
356,210
24
Analysis of changes in net debt
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
107,782
90,957
198,739
Borrowings excluding overdrafts
(944,445)
166,667
(777,778)
(836,663)
257,624
(579,039)
MASTERFIX GB LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
25
Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel is as follows.
2023
2022
£
£
Aggregate compensation
427,248
434,063
26
Ultimate controlling party
The company is a wholly owned subsidiary of Carlo Bidco Limited and its ultimate parent undertaking is Carlo Topco Limited. The results of the company are included in the consolidated financial statements of Carlo Topco Limited which are available from Five Kings House, 1 Queen Street Place, London, England, EC4R 1QS.
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