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REGISTERED NUMBER: SC627969 (Scotland)















Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2023

for

Wallace Topco Limited

Wallace Topco Limited (Registered number: SC627969)






Contents of the Consolidated Financial Statements
for the Year Ended 31 December 2023




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Consolidated Statement of Comprehensive Income 10

Consolidated Balance Sheet 11

Company Balance Sheet 13

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 20


Wallace Topco Limited

Company Information
for the Year Ended 31 December 2023







DIRECTORS: A B Kerr
B Muslek





REGISTERED OFFICE: 1 Ashley Drive
Bothwell
Glasgow
G71 8BS





REGISTERED NUMBER: SC627969 (Scotland)





AUDITORS: Stevenson & Kyles
Chartered Accountants
Statutory Auditor
25 Sandyford Place
Glasgow
G3 7NG

Wallace Topco Limited (Registered number: SC627969)

Group Strategic Report
for the Year Ended 31 December 2023

The directors present their strategic report of the company and the group for the year ended 31 December 2023.

REVIEW OF BUSINESS
The business saw a slight reduction in turnover from £14,623k in 2022 to £14,376k in 2023. Cost of sales also reduced from £12,049k to £11,958k, for a gross profit of £2,418k (2022 - £2,574k). From this, the group made a pre-tax loss of £259k (2022 - loss £51k). As at the balance sheet date the group had net liabilities of £38k (2022 - net assets £252k).

The group loss was increased by one-off charges totalling £145k, being legal costs of £45k for group restructure and interest on deferred VAT and PAYE liabilities of £100k. These liabilities were fully cleared during the year, allowing the business to move forward on a stable basis. The group received a soft loan from the majority shareholders for £900k and this was used to clear deferred PAYE and VAT including interest charges. There is no requirement or plan for this loan to be repaid in the short to medium term.

PRINCIPAL RISKS AND UNCERTAINTIES
The Directors continue to monitor the price of both the goods and labour used by the company in its trade. Increased energy prices and other economic factors continue to result in stubbornly high inflation in the UK through the year and this in turn has driven a cost-of-living crisis, which is exerting upward pressure on wages. Mitigating these risks will require a focus on efficiency within the business, to keep costs down as much as possible and therefore maintain competitive prices for customers.

The business is also exposed to risks that customers, particularly large, corporate customers, will be unable to pay for services rendered timeously, leading to cash flow problems. The Directors have ensured that credit control remains a key area of focus for the finance team, in order to ensure that cash is received from customers on-time, or where there are issues, these are spotted early and can therefore be managed. While the group does have some long-term debt, the borrowings are mainly fixed-rate and therefore exposure to further increases in interest rates are limited.

FUTURE OUTLOOK
The Directors are confident that the business will trade well and profitably in 2024, despite some economic difficulties in the UK. The business is particularly looking to grow business related to its in-house manufacturing facility and are planning to invest further in equipment to support this. The group should have sufficient reserves to continue to operate as normal.

ENVIRONMENTAL
The group recognises the importance of environmental responsibilities and has policies in place to manage its impact on the environment, including maintaining certification under ISO 14001 - Environmental Management, which ensures the company implements best practices currently prevalent in the industry. The Directors continue to look for new ways to reduce the impact on the environment.


Wallace Topco Limited (Registered number: SC627969)

Group Strategic Report
for the Year Ended 31 December 2023


Directors' statement of compliance with duty to promote the success of the Group
The Directors of the company through considering the views of its employees, customers and suppliers, acting in good faith, have taken informed decisions during the period to promote the success of the group for the benefit of its participants and stakeholders.

ON BEHALF OF THE BOARD:





B Muslek - Director


25 September 2024

Wallace Topco Limited (Registered number: SC627969)

Report of the Directors
for the Year Ended 31 December 2023

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2023.

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of construction services, facilities management, and roofing services.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2023.

DIRECTOR
A B Kerr was the sole director during the year under review.

His beneficial interest in the issued share capital of the company was as follows:

31.12.23 1.1.23
Ordinary £0.01 shares 5,064 5,064
A Ordinary £0.001 shares 2,395 2,395

FINANCIAL INSTRUMENTS
The main financial instruments of the company are bank balances, trade debtors and trade creditors. These are managed and monitored through internal control procedures and via regular management meetings between the directors and the management team.

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;
- 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.

Wallace Topco Limited (Registered number: SC627969)

Report of the Directors
for the Year Ended 31 December 2023


AUDITORS
The auditors, Stevenson & Kyles, have been appointed in accordance with section 485 of the Companies Act 2006. They will be proposed for re-appointment at an upcoming general meeting.

ON BEHALF OF THE BOARD:





B Muslek - Director


25 September 2024

Report of the Independent Auditors to the Members of
Wallace Topco Limited

Opinion
We have audited the financial statements of Wallace Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Statement of 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 31 December 2023 and of the group's loss 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.

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.

Report of the Independent Auditors to the Members of
Wallace Topco Limited


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.

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 four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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
Wallace 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:

Auditor's approach to assessing the risks of material misstatement due to irregularities
We obtained an understanding of the legal and regulatory frameworks that are applicable to the group. Those that have a direct impact include: FRS 102, Companies Act 2006, UK tax laws. Those that have an indirect impact include: employment matters, health and safety regulations, data protection laws, quality management standards and environmental management standards. We then considered the extent to which non-compliance might have a material effect on the financial statements.

We assessed the risk of material misstatement in respect of fraud and made enquiries of management as to the existence of, or any evidence of, actual or suspected instances of fraud. Based on the auditing standards we addressed two fraud risks that were relevant to our audit, in relation to revenue recognition and management override of controls.

Audit procedures designed to respond to the risk of non-compliance with laws and regulations
Based on the results of our risk assessment we designed audit procedures to identify non-compliance with such laws and regulations identified above. We made enquiries of management and those charged with governance as to any non-compliance and corroborated responses given by review of relevant certificates and correspondence. We reviewed the legal costs incurred by the client for evidence of any undisclosed matters.

Compliance with the requirements of the accounting standards and Company Law in terms of the form and content of the accounts was ensured using disclosure checklists and through vouching of disclosures to supporting documentation.

Audit procedures designed to respond to the risk of fraud
In response to the risk of fraud through management override, we incorporated testing of manual journal entries into our audit approach. In order to address the risk of fraud in relation to recognition of revenue we undertook substantive testing of revenues earned in relation to a sample of construction jobs completed in the period, tracing them through to ledger postings and sales invoicing.

Considerations around likelihood of detection
There are inherent difficulties in the audit process described above to detect the existence of irregularities. We have mitigated these limitations by assessing the adequacy of the group's internal controls including the existence of appropriate segregation of duties and by the nature, timing and extent of the audit procedures involved, by introducing an element of unpredictability in our sampling and testing.

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
Wallace 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.




Mr Amardeep Kalsi CA (Senior Statutory Auditor)
for and on behalf of Stevenson & Kyles
Chartered Accountants
Statutory Auditor
25 Sandyford Place
Glasgow
G3 7NG

25 September 2024

Wallace Topco Limited (Registered number: SC627969)

Consolidated
Statement of Comprehensive
Income
for the Year Ended 31 December 2023

31.12.23 31.12.22
Notes £    £   

TURNOVER 14,375,636 14,623,221

Cost of sales 11,957,843 12,049,127
GROSS PROFIT 2,417,793 2,574,094

Administrative expenses 2,521,726 2,603,247
(103,933 ) (29,153 )

Other operating income 34,741 14,746
OPERATING LOSS 4 (69,192 ) (14,407 )

Interest receivable and similar income 6,154 5,758
(63,038 ) (8,649 )

Interest payable and similar expenses 6 195,760 41,860
LOSS BEFORE TAXATION (258,798 ) (50,509 )

Tax on loss 7 (2,400 ) 21,639
LOSS FOR THE FINANCIAL YEAR (256,398 ) (72,148 )

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE
INCOME FOR THE YEAR

(256,398

)

(72,148

)

Loss attributable to:
Owners of the parent (217,253 ) (76,113 )
Non-controlling interests (39,145 ) 3,965
(256,398 ) (72,148 )

Total comprehensive income attributable to:
Owners of the parent (183,440 ) (20,125 )
Non-controlling interests (72,958 ) (52,023 )
(256,398 ) (72,148 )

Wallace Topco Limited (Registered number: SC627969)

Consolidated Balance Sheet
31 December 2023

31.12.23 31.12.22
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 9 162,148 172,864
Tangible assets 10 710,851 863,844
Investments 11 - -
872,999 1,036,708

CURRENT ASSETS
Stock 12 975,977 1,072,328
Debtors 13 1,994,808 2,289,440
Cash at bank and in hand 474,251 653,627
3,445,036 4,015,395
CREDITORS
Amounts falling due within one year 14 3,156,612 4,281,629
NET CURRENT ASSETS/(LIABILITIES) 288,424 (266,234 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,161,423

770,474

CREDITORS
Amounts falling due after more than one
year

15

(1,199,921

)

(506,958

)

PROVISIONS FOR LIABILITIES 19 - (11,803 )
NET (LIABILITIES)/ASSETS (38,498 ) 251,713

CAPITAL AND RESERVES
Called up share capital 20 106 106
Share premium 21 281,887 281,887
Capital redemption reserve 21 3,775 3,775
Retained earnings 21 (211,850 ) 5,403
SHAREHOLDERS' FUNDS 73,918 291,171

NON-CONTROLLING INTERESTS (112,416 ) (39,458 )
TOTAL EQUITY (38,498 ) 251,713

Wallace Topco Limited (Registered number: SC627969)

Consolidated Balance Sheet - continued
31 December 2023



The financial statements were approved by the Board of Directors and authorised for issue on 25 September 2024 and were signed on its behalf by:





B Muslek - Director


Wallace Topco Limited (Registered number: SC627969)

Company Balance Sheet
31 December 2023

31.12.23 31.12.22
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 9 - -
Tangible assets 10 - -
Investments 11 1,791,979 1,791,525
1,791,979 1,791,525

CURRENT ASSETS
Cash at bank 786 244

CREDITORS
Amounts falling due within one year 14 168,980 218,703
NET CURRENT LIABILITIES (168,194 ) (218,459 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,623,785

1,573,066

CAPITAL AND RESERVES
Called up share capital 20 106 106
Share premium 21 281,887 281,887
Capital redemption reserve 21 3,775 3,775
Retained earnings 21 1,338,017 1,287,298
SHAREHOLDERS' FUNDS 1,623,785 1,573,066

Company's profit/(loss) for the financial
year

50,719

(27,010

)

Wallace Topco Limited (Registered number: SC627969)

Company Balance Sheet - continued
31 December 2023



The financial statements were approved by the Board of Directors and authorised for issue on 25 September 2024 and were signed on its behalf by:





B Muslek - Director


Wallace Topco Limited (Registered number: SC627969)

Consolidated Statement of Changes in Equity
for the Year Ended 31 December 2023

Called up
share Retained Share
capital earnings premium
£    £    £   
Balance at 1 January 2022 106 77,115 281,887

Changes in equity
Transfer between reserves - 4,401 -
Total comprehensive income - (76,113 ) -
Balance at 31 December 2022 106 5,403 281,887

Changes in equity
Total comprehensive income - (217,253 ) -
Balance at 31 December 2023 106 (211,850 ) 281,887
Capital
redemption Non-controlling Total
reserve Total interests equity
£    £    £    £   
Balance at 1 January 2022 3,775 362,883 16,966 379,849

Changes in equity
Transfer between reserves - 4,401 (4,401 ) -
Total comprehensive income - (76,113 ) (52,023 ) (128,136 )
Balance at 31 December 2022 3,775 291,171 (39,458 ) 251,713

Changes in equity
Total comprehensive income - (217,253 ) (72,958 ) (290,211 )
Balance at 31 December 2023 3,775 73,918 (112,416 ) (38,498 )

Wallace Topco Limited (Registered number: SC627969)

Company Statement of Changes in Equity
for the Year Ended 31 December 2023

Called up Capital
share Retained Share redemption Total
capital earnings premium reserve equity
£    £    £    £    £   
Balance at 1 January 2022 106 1,314,308 281,887 3,775 1,600,076

Changes in equity
Total comprehensive income - (27,010 ) - - (27,010 )
Balance at 31 December 2022 106 1,287,298 281,887 3,775 1,573,066

Changes in equity
Total comprehensive income - 50,719 - - 50,719
Balance at 31 December 2023 106 1,338,017 281,887 3,775 1,623,785

Wallace Topco Limited (Registered number: SC627969)

Consolidated Cash Flow Statement
for the Year Ended 31 December 2023

31.12.23 31.12.22
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 (622,095 ) (61,432 )
Interest paid (159,034 ) (23,260 )
Interest element of hire purchase
payments paid

(36,726

)

(18,600

)
Tax paid (13,831 ) (9,740 )
Net cash from operating activities (831,686 ) (113,032 )

Cash flows from investing activities
Purchase of tangible fixed assets (20,551 ) (112,806 )
Sale of tangible fixed assets - 500
Purchase of minority interests - 7,447
Interest received 6,154 5,758
Net cash from investing activities (14,397 ) (99,101 )

Cash flows from financing activities
New loans in year 900,000 -
Loan repayments in year (59,698 ) (52,971 )
Capital repayments in year (139,782 ) (42,615 )
Dividends paid to minority interests (33,813 ) (63,435 )
Net cash from financing activities 666,707 (159,021 )

Decrease in cash and cash equivalents (179,376 ) (371,154 )
Cash and cash equivalents at
beginning of year

2

653,627

1,024,781

Cash and cash equivalents at end of
year

2

474,251

653,627

Wallace Topco Limited (Registered number: SC627969)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 31 December 2023

1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS
31.12.23 31.12.22
£    £   
Loss before taxation (258,798 ) (50,509 )
Depreciation charges 184,260 126,038
Profit on disposal of fixed assets - (500 )
Finance costs 195,760 41,860
Finance income (6,154 ) (5,758 )
115,068 111,131
Decrease in stock 96,351 8,808
Decrease in trade and other debtors 294,632 647,594
Decrease in trade and other creditors (1,128,146 ) (828,965 )
Cash generated from operations (622,095 ) (61,432 )

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:

Year ended 31 December 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 474,251 653,627
Year ended 31 December 2022
31.12.22 1.1.22
£    £   
Cash and cash equivalents 653,627 1,024,781


Wallace Topco Limited (Registered number: SC627969)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 31 December 2023

3. ANALYSIS OF CHANGES IN NET DEBT

At 1.1.23 Cash flow At 31.12.23
£    £    £   
Net cash
Cash at bank and in hand 653,627 (179,376 ) 474,251
653,627 (179,376 ) 474,251
Debt
Finance leases (520,790 ) 139,782 (381,008 )
Debts falling due within 1 year (59,698 ) (6,725 ) (66,423 )
Debts falling due after 1 year (133,220 ) 66,423 (66,797 )
(713,708 ) 199,480 (514,228 )
Total (60,081 ) 20,104 (39,977 )

Wallace Topco Limited (Registered number: SC627969)

Notes to the Consolidated Financial Statements
for the Year Ended 31 December 2023

1. STATUTORY INFORMATION

Wallace Topco Limited is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

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

Going concern
The directors are required to prepare the statutory financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business. In satisfaction of this responsibility the directors have considered the group's ability to meet its liabilities as they fall due. The group has net liabilities and is dependant on continued support provided by its fellow associated undertakings. Having considered the group's principal risks, its working capital requirements and cash flows, the directors consider that sufficient support for the group is available and it is appropriate to prepare the financial statements on the going concern basis.

Basis of consolidation
The group financial statements incorporate the financial statements of the company and its subsidiaries. Entities are consolidated on the basis of majority control. All intra-group transactions and balances between group companies are eliminated on consolidation. All financial statements are made up to 31 December 2023 and the group financial statements cover the period from 1 January 2023 to 31 December 2023, with the comparative period being from 1 January 2022 to 31 December 2022. Where necessary, adjustments are made to the financial statements of the subsidiary to bring accounting policies used into line with those used by the parent company.

Investments in subsidiaries
Fixed asset investments are initially recorded at cost, and subsequently measured at cost less any accumulated impairment losses.

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.

Wallace Topco Limited (Registered number: SC627969)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Significant judgements and estimates
Preparation of the financial statements requires management to make significant judgements and estimates. The items in the financial statements where these judgements and estimates have been made include:

Work-in-Progress
Judgement is required in accounting for contracts in progress at the balance sheet date, particularly as
regards profit recognition and the assessment of future losses of contracts.

Property, fittings and equipment
Depreciation is provided so as to write down the assets to their estimated residual values over their estimated useful lives as set out in the accounting policies. The selection of these residual values and estimated useful lives requires the exercise of judgement.

Turnover
Turnover in relation to facility management services is recognised when the company has performed its contractual obligations under the relevant agreement and has therefore generated a contractual right to receive income. Such income is measured at the fair value of the consideration receivable, excluding discounts, rebates, value added tax and other taxes, where applicable.

Turnover in relation to building works is recognised at the point at which the relevant project has been substantially completed, thereby creating a contractual right to receive income. Such income is measured at the fair value of the consideration receivable, excluding discounts, rebates, value added tax and other taxes, where applicable.

Where the terms of services provided allow the company to invoice customers in advance of completion of the relevant work, an adjustment is made to defer that portion of the revenues not yet earned.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of subsidiary entities, is being amortised evenly over its estimated useful life of 20 years.

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
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.
Long leasehold - 10% on cost
Plant and machinery - 25% on cost
Fittings and equipment - 25% on cost
Motor vehicles - 25% on cost
Computer equipment - 33.33% on cost

Wallace Topco Limited (Registered number: SC627969)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Stocks
Stock, comprising raw materials and consumables to be used in construction projects, is valued at the lower of cost and estimated selling price, less costs to complete and sell. In making this estimation the Directors have made due provision for any obsolete or slow moving items.

Work in progress represents the estimated value of income yet to be billed in connection with ongoing projects being undertaken by the business. This is calculated with regards to anticipated margin and the stage of completion based on the percentage of direct materials and labour expended compared with the budgeted total.

Financial instruments
Basic financial instruments, including debtors and creditors with no stated interest rate and receivable or payable within one year, are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in administrative expenses.

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

Current or deferred taxation assets and liabilities are not discounted.

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

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

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

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Wallace Topco Limited (Registered number: SC627969)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

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.

Grant income
Where applicable, grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and that the company will comply with all attached conditions. Where the grant income relates to a particular expense item, the grant income is recognised in the profit and loss account over the same period as the expense it is intended to compensate.

3. EMPLOYEES AND DIRECTORS
31.12.23 31.12.22
£    £   
Wages and salaries 4,142,441 4,498,023
Social security costs 386,441 448,511
Other pension costs 100,174 99,976
4,629,056 5,046,510

The average number of employees during the year was as follows:
31.12.23 31.12.22

Support and administration 32 32
Direct staff 140 138
172 170

The average number of employees by undertakings that were proportionately consolidated during the year was 172 (2022 - 170 ) .

31.12.23 31.12.22
£    £   
Director's remuneration 19,584 52,885
Director's pension contributions to money purchase schemes 449 3,068

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 2 3

Wallace Topco Limited (Registered number: SC627969)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

4. OPERATING LOSS

The operating loss is stated after charging/(crediting):

31.12.23 31.12.22
£    £   
Hire of plant and machinery 343,865 364,369
Other operating leases 11,411 563
Depreciation - owned assets 62,371 56,391
Depreciation - assets on hire purchase contracts 111,478 58,931
Profit on disposal of fixed assets - (500 )
Goodwill amortisation 10,716 10,716

5. AUDITORS' REMUNERATION
31.12.23 31.12.22
£    £   
Fees payable to the company's auditors for the audit of the
company's financial statements

19,500

26,600

Included within auditors' remuneration are fees for non-audit services of £3,000 (2022: £3,000).

6. INTEREST PAYABLE AND SIMILAR EXPENSES
31.12.23 31.12.22
£    £   
Bank loan interest 59,021 23,260
Interest on tax paid late 100,013 -
Hire purchase interest 36,726 18,600
195,760 41,860

7. TAXATION

Analysis of the tax (credit)/charge
The tax (credit)/charge on the loss for the year was as follows:
31.12.23 31.12.22
£    £   
Current tax:
UK corporation tax 9,507 9,836
Change in prior year provision (104 ) -
Total current tax 9,403 9,836

Deferred tax (11,803 ) 11,803
Tax on loss (2,400 ) 21,639

Wallace Topco Limited (Registered number: SC627969)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

8. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.


9. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
At 1 January 2023
and 31 December 2023 214,316
AMORTISATION
At 1 January 2023 41,452
Amortisation for year 10,716
At 31 December 2023 52,168
NET BOOK VALUE
At 31 December 2023 162,148
At 31 December 2022 172,864

10. TANGIBLE FIXED ASSETS

Group
Fittings
Long Plant and and
leasehold machinery equipment
£    £    £   
COST
At 1 January 2023 235,794 656,745 16,437
Additions 5,153 - -
Reclassification/transfer - - -
At 31 December 2023 240,947 656,745 16,437
DEPRECIATION
At 1 January 2023 55,860 255,544 2,441
Charge for year 23,966 64,909 4,109
At 31 December 2023 79,826 320,453 6,550
NET BOOK VALUE
At 31 December 2023 161,121 336,292 9,887
At 31 December 2022 179,934 401,201 13,996

Wallace Topco Limited (Registered number: SC627969)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

10. TANGIBLE FIXED ASSETS - continued

Group

Motor Computer
vehicles equipment Totals
£    £    £   
COST
At 1 January 2023 258,150 130,034 1,297,160
Additions - 15,398 20,551
Reclassification/transfer - 305 305
At 31 December 2023 258,150 145,737 1,318,016
DEPRECIATION
At 1 January 2023 17,425 102,046 433,316
Charge for year 64,538 16,327 173,849
At 31 December 2023 81,963 118,373 607,165
NET BOOK VALUE
At 31 December 2023 176,187 27,364 710,851
At 31 December 2022 240,725 27,988 863,844

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Plant and Motor
machinery vehicles Totals
£    £    £   
COST
At 1 January 2023 441,131 257,710 698,841
Reclassification/transfer - 440 440
At 31 December 2023 441,131 258,150 699,281
DEPRECIATION
At 1 January 2023 98,429 17,407 115,836
Charge for year 46,940 64,538 111,478
Reclassification/transfer (7,265 ) 18 (7,247 )
At 31 December 2023 138,104 81,963 220,067
NET BOOK VALUE
At 31 December 2023 303,027 176,187 479,214
At 31 December 2022 342,702 240,303 583,005

Wallace Topco Limited (Registered number: SC627969)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

11. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 January 2023 1,791,525
Additions 454
At 31 December 2023 1,791,979
NET BOOK VALUE
At 31 December 2023 1,791,979
At 31 December 2022 1,791,525

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

Subsidiaries

Hugh Stirling Ltd
Registered office: 1 Ashley Drive, Bothwell, Glasgow, G71 8BS
Nature of business: Construction Services and Facilities Management
%
Class of shares: holding
Ordinary 91.00

Hugh Stirling Roofing Ltd
Registered office: 1 Ashley Drive, Bothwell, Glasgow, G71 8BS
Nature of business: Roofing Services
%
Class of shares: holding
Ordinary 71.00

Callander Developments Ltd
Registered office: 1 Ashley Drive, Bothwell, Glasgow, G71 8BS
Nature of business: Property Investment
%
Class of shares: holding
Ordinary 85.00

Hugh Stirling Facilities Management Ltd
Registered office: 1 Ashley Drive, Bothwell, Glasgow, G71 8BS
Nature of business: Dormant
%
Class of shares: holding
Ordinary 91.00

Wallace Topco Limited (Registered number: SC627969)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

11. FIXED ASSET INVESTMENTS - continued

Hugh Stirling Manufacturing Ltd
Registered office: 1 Ashley Drive, Bothwell, Glasgow, G71 8BS
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

Hugh Stirling Homes Ltd
Registered office: 1 Ashley Drive, Bothwell, Glasgow, G71 8BS
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00


12. STOCK

Group
31.12.23 31.12.22
£    £   
Raw materials 31,744 40,232
Work-in-progress 944,233 1,032,096
975,977 1,072,328

13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
31.12.23 31.12.22
£    £   
Trade debtors 1,643,554 1,754,644
Other debtors 167,284 313,116
VAT debtor 8,775 -
Prepayments and accrued income 175,195 221,680
1,994,808 2,289,440

Wallace Topco Limited (Registered number: SC627969)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.12.23 31.12.22 31.12.23 31.12.22
£    £    £    £   
Bank loans and overdrafts (see note 16) 66,423 59,698 - -
Hire purchase contracts (see note 17) 147,984 147,052 - -
Trade creditors 936,945 1,316,289 1,735 51,735
Amounts owed to group undertakings - - 78,641 46,744
Taxation 9,509 13,937 - -
Social security and other taxes 810,217 1,994,322 2,610 23,534
Other creditors 267,427 89,077 79,494 88,390
Payments received on account 409,326 61,088 - -
Accrued charges 508,781 600,166 6,500 8,300
3,156,612 4,281,629 168,980 218,703

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN
ONE YEAR

Group
31.12.23 31.12.22
£    £   
Bank loans (see note 16) 66,797 133,220
Hire purchase contracts (see note 17) 233,024 373,738
Other creditors 900,100 -
1,199,921 506,958

16. LOANS

An analysis of the maturity of loans is given below:

Group
31.12.23 31.12.22
£    £   
Amounts falling due within one year or on demand:
Bank loans 66,423 59,698
Amounts falling due between one and two years:
Bank loans - 1-2 years 66,797 66,423
Amounts falling due between two and five years:
Bank loans - 2-5 years - 66,797

Wallace Topco Limited (Registered number: SC627969)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

17. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
31.12.23 31.12.22
£    £   
Net obligations repayable:
Within one year 147,984 147,052
Between one and five years 233,024 373,738
381,008 520,790

Group
Non-cancellable operating leases
31.12.23 31.12.22
£    £   
Within one year - 83,500
Between one and five years 217,876 360,875
In more than five years 1,255,792 187,875
1,473,668 632,250

18. SECURED DEBTS

The following secured debts are included within creditors:

Group
31.12.23 31.12.22
£    £   
Hire purchase contracts 381,008 520,790

19. PROVISIONS FOR LIABILITIES

Group
31.12.23 31.12.22
£    £   
Deferred tax - 11,803

Wallace Topco Limited (Registered number: SC627969)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

19. PROVISIONS FOR LIABILITIES - continued

Group
Deferred
tax
£   
Balance at 1 January 2023 11,803
Provided during year (11,803 )
Balance at 31 December 2023 -

20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.23 31.12.22
value: £    £   
10,128 Ordinary £0.01 101 101
4,790 A Ordinary £0.00 1 5 5
106 106

Ordinary shares carry the right to vote, participate in dividends, and participate in capital.

A Ordinary shares carry no right to vote or participate in dividends.

21. RESERVES

Group
Capital
Retained Share redemption
earnings premium reserve Totals
£    £    £    £   

At 1 January 2023 5,403 281,887 3,775 291,065
Deficit for the year (217,253 ) (217,253 )
At 31 December 2023 (211,850 ) 281,887 3,775 73,812

Company
Capital
Retained Share redemption
earnings premium reserve Totals
£    £    £    £   

At 1 January 2023 1,287,298 281,887 3,775 1,572,960
Profit for the year 50,719 50,719
At 31 December 2023 1,338,017 281,887 3,775 1,623,679

Wallace Topco Limited (Registered number: SC627969)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

21. RESERVES - continued

Retained earnings
Retained earnings represent the cumulative profits and losses of the company or group, after deducting any distributions to shareholders.

Share premium
Share premium is the cumulative additional consideration received in exchange for share capital above the nominal value of the shares issued.

22. RELATED PARTY DISCLOSURES

Other related parties
31.12.23 31.12.22
£    £   
Sales - 469,281
Expenditure 144,468 83,500
Amount due from related parties - 5,360
Amount due to related parties 996,635 20,000

23. ULTIMATE CONTROLLING PARTY

The group is controlled by P. Kerr and G. Allan.

24. PARENTAL GUARANTEES

Within the group, Callander Developments Ltd and Hugh Stirling Roofing Ltd, are entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies. The shareholders of the respective companies have agreed to accept the benefit of the guarantee given by the parent company, Wallace Topco Ltd, guaranteeing the liabilities of the companies, for the period ended 31 December 2023 in accordance with section 479C of the Companies Act 2006.