Company registration number 13285917 (England and Wales)
BOLTON TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
BOLTON TOPCO LIMITED
COMPANY INFORMATION
Directors
S Benson
R Fagan
(Appointed 6 March 2024)
Company number
13285917
Registered office
The Nurseries
Gravel Lane
Chigwell
Essex
England
IG7 6BZ
Auditor
Azets Audit Services
5 Yeomans Court
Ware Road
Hertford
Hertfordshire
United Kingdom
SG13 7HJ
BOLTON TOPCO LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5
Directors' responsibilities statement
6
Independent auditor's report
7 - 10
Group statement of comprehensive income
11
Group balance sheet
12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 33
BOLTON TOPCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 1 -

The directors present the strategic report for the year ended 30 June 2024.

Fair review of the business

The group has delivered another year of strong performance, recording revenues of £31.4m, which equates to a 52% compounded annual growth rate (CAGR). The business grew gross profit from £9.2m last year to £13.1m with a gross profit margin of 42%, (2023: 45%) by delivering and developing excellent long term client relationships and with leading client satisfaction scores serving the social housing and related sectors with our fire and electrical safety compliance offering.

 

After administrative expenses and other operating income, The group made an operating profit of £4.2m with an operating profit margin of 13% (2023: £3.3m, 16%). After adjusting for depreciation, amortisation, and exceptional items, EBITDA for the year was £4.9m (2023: £3.8m) with an EBITDA margin of 16% (2023: 18%). Profit after interest and tax was £2.2m (2023: £1.8m) with a PAT margin of 7% (2023: 9%) with the increase in the corporation tax rate driving the percentage movement.

 

As would be expected from a business that marked a significant growth in revenue in the year, the number of staff we employ increased significantly too. Average employees in the period were 253 (2023: 184) and we continue to successfully recruit via our core PAYE model to fulfil an ever-increasing order book, having strengthened our people and management functions further. This enables us to ensure quality of service delivery with engineering talent that reflects the values and ethics that we consider non negotiable in our service delivery, as we aim to exceed expectations of our clients.  

 

We launched our passive fire offer in the year to serve our clients with timely remediation of fire stopping activities and saw good levels of growth which we expect to continue, having recruited a talented team to lead.  We also increased the size of our fleet in the year to support growth and further developed our ESG strategy, including contributing to charities to help the communities we serve.

 

The business has exciting future growth prospects and continues to lay the foundations for future growth, investing in our people and developing our five point strategy to support further growth in serving the sectors in which we operate, to keep our clients residents safe with fire and electrical compliant residential and communal properties.

 

We are in the process of enhancing our digital offering over the coming year to support sustainable growth and further drive efficiency. We have developed and enhanced our People Strategy and are working hard to being an employer of choice in our sector to ensure we recruit, train and retain the best talent to serve our clients and their residents our ability to attract and retain staff in what is an increasingly competitive market.

 

In May 2024, we received a significant vote of confidence in our business and the essential services we provide to keep our clients residents and communities safe with regards to fire and electrical compliance. We secured the largest ever to date investment in the company to help further expand our core services to enable us to expand our service offering and serve more communities in the years ahead nationally.

 

BOLTON TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 2 -
Principal risks and uncertainties

With support from the Senior Management Team, the Board has established an effective framework for identifying, monitoring, and managing risks. The key risks the business currently faces are:

 

Resourcing

We operate in an economy where the demand for labour talent outstrips supply. This is particularly pertinent in our sector where we require appropriately experienced and qualified engineers to deliver a range of fire and electrical compliance services to our customers, across the diverse communities we serve. We are also in a period of significant growth, including launching our new passive fire compliance offering and increased our resourcing capability for now and our future. With our head of People we developed strategies for recruitment, reward and retention recognising that we aim to become an employer of choice. This has so far proved successful, and we are managing to keep up with our requirements for new staff as we continue to grow. We also nurtured upcoming talent from the diverse communities we serve and after the year end were proud that one of our cohort of apprentices was recognised as winner of ‘Apprentice of the year’ by the Construction News awards, a great achievement and truly reflective of her passion, organisation and drive to deliver the very best service for the communities we serve.

 

Inflation

Like everyone, we have continued to see elevated levels of inflationary pressures during the year. This has mainly impacted the business through higher materials, fuel, and staff costs. To mitigate these increases, where possible, we have renegotiated contract prices with our customers and sought to continue to deliver in an efficient manner. Given our customer base, we have to be sensitive to their overall purpose and residents. However, on the whole, our customers have recognised the challenge and they have been open to negotiations, particularly given the strong relationships and reputation we have established, as well as a fact-based conversation around inflationary pressures. Management believes that EBITDA margins remain at a good level as we continue to grow our service offering.

 

Fleet

Fleet availability of new vehicles eased during the year, although this is actively monitored to ensure we can continue to support the growth from demand for our services. As a management team, we now plan further in advance and intend to recruit a fleet manager to manage the effective utilisation of the fleet and align forward orders to meet our needs at the right time in an efficient manner. Our proactive approach has meant that the business has sustained an adequate supply of vehicles to deliver on our contractual commitments in the year. In recent months we have secured vehicles for the foreseeable future and as a management team, with the support of our network, we will monitor the market so we ensure availability meets our business needs.

 

Technology

The group recognises the need for investment in technology to operate efficiently and sustainably as the business grows. We recently engaged external technology consultants to assist with a strategic review and are in the process of recruiting a Chief Information Officer to ‘future proof’ our technology offering and help to drive a superior client experience in an efficient manner. This is expected to further underpin our growth expectations, providing a scaleable platform that is fit for purpose in the years ahead. We expect to further invest in 2025 to deliver

technological transformation, including of core processes and in field management tools and asset data.

 

BOLTON TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 3 -
Key performance indicators

We are in a period of significant growth and our aim is to continue on this trajectory. The indicators we use to measure performance against our targets are:

 

a % of revenue

 

Our performance against these metrics for the underlying trade of the subsidiary company RGE Services for the current and previous year are shown below:

 

KPI

2023

2024

2025 Target

Annual revenue growth (%)

49%

52%

>30%

Operating margin (%)

16%

13%

>12%

Underlying EBITDA (%)

18%

16%

20%

Revenue per employee (£)

£112K

£124K

>£100K

Engagement with employees

We use a range of channels to engage with colleagues on matters relating to business performance including regular team meetings and lunch and learn sessions – both within our head office but also on remote projects and sites where matters relating to both the overall business and more localised matters can be discussed.  These forums are intended as an exchange of ideas and feedback is then directed to the relevant SMT lead for consideration and action where appropriate. 

 

Weekly communications are sent from the Head of People in relation to a range of issues and colleagues are actively encouraged to bring questions or raise any matters of concern.   

 

In late 2023 we also introduced a company app, Surge, which was created to ensure that all of our people, including our mobile workforce, have access to company updates, any amendments to company policy and can easily send queries to the relevant functional from their mobile devices.

 

We have regular off site events with either a social or technical/learning focus which are designed to drive engagement.  These are well attended and balance team building with a broader opportunity to update and consult with people in a more informal setting.

 

The CEO conducts regular all hands briefings to the workforce and we continue to explore ways to develop these sessions to ensure continued engagements across our diverse teams.

 

Disabled Employees

RGE Services Limited are committed to being an organisation that makes full use of the talents, skills, experience of all employees, or potential employees, to allow people to feel respected and valued, with the opportunity to achieve their potential regardless of disability. 

 

RGE Services Limited follow the recommendations and guidance of the appropriate support agencies, government bodies and the Equality and Human Rights Commission, in all our employment policies, procedures and practices, and in dealing with customers and members of the public in relation to disability.   

 

All of our internal policies are reviewed regularly to ensure not only legal compliance, but that these policies reflect the standards expected of the leadership and management of the organisation.  The policies include the selection and recruitment of disabled people, training and development opportunities, promotion and the management of absence and attendance matters.

 

The Head of People provides support and guidance to managers to ensure that everyone is treated with dignity, and acts as an advocate for employees as required.

BOLTON TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 4 -

On behalf of the board

S Benson
Director
25 November 2024
BOLTON TOPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 5 -

The directors present their annual report and financial statements for the year ended 30 June 2024.

Principal activities

The principal activity of the group continued to be that of fire and electrical installation services.

Results and dividends

No ordinary dividends were paid or recommended.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

S Benson
S J Black
(Resigned 25 May 2024)
S Craig
(Resigned 25 May 2024)
R Fagan
(Appointed 6 March 2024)
Strategic report

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group'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.

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 auditor of the group and company 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 auditor of the group and company is aware of that information.

On behalf of the board
S Benson
Director
25 November 2024
BOLTON TOPCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024
- 6 -

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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

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

BOLTON TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BOLTON TOPCO LIMITED
- 7 -
Opinion

We have audited the financial statements of Bolton Topco limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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:

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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

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:

BOLTON TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BOLTON TOPCO LIMITED
- 8 -
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 their 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:

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 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 parent 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.

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.

BOLTON TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BOLTON TOPCO LIMITED
- 9 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

BOLTON TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BOLTON TOPCO LIMITED
- 10 -

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 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.

Alison Nayler BSc FCA
Senior Statutory Auditor
For and on behalf of Azets Audit Services
27 November 2024
Chartered Accountants
Statutory Auditor
5 Yeomans Court
Ware Road
Hertford
Hertfordshire
United Kingdom
SG13 7HJ
BOLTON TOPCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
- 11 -
2024
2023
Notes
£
£
Turnover
3
31,351,908
20,580,250
Cost of sales
(18,231,592)
(11,357,983)
Gross profit
13,120,316
9,222,267
Administrative expenses
(8,985,527)
(5,931,716)
Other operating income
17,618
6,962
Operating profit
4
4,152,407
3,297,513
Interest receivable and similar income
8
63,367
13,439
Interest payable and similar expenses
9
(864,387)
(911,031)
Profit before taxation
3,351,387
2,399,921
Tax on profit
10
(1,135,172)
(646,585)
Profit for the financial year
2,216,215
1,753,336
Profit for the financial year is all attributable to the owners of the company.
BOLTON TOPCO LIMITED
GROUP BALANCE SHEET
AS AT
30 JUNE 2024
30 June 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
11
3,727,499
4,288,006
Tangible assets
12
2,344,972
1,805,300
6,072,471
6,093,306
Current assets
Stocks
15
1,372,685
919,148
Debtors
16
9,938,825
6,850,453
Cash at bank and in hand
2,589,884
1,554,816
13,901,394
9,324,417
Creditors: amounts falling due within one year
17
(13,728,831)
(3,523,925)
Net current assets
172,563
5,800,492
Total assets less current liabilities
6,245,034
11,893,798
Creditors: amounts falling due after more than one year
18
(1,206,518)
(8,955,061)
Provisions for liabilities
Deferred tax liability
21
304,699
421,135
(304,699)
(421,135)
Net assets
4,733,817
2,517,602
Capital and reserves
Called up share capital
23
77,621
77,621
Share premium account
13,965
13,965
Profit and loss reserves
4,642,231
2,426,016
Total equity
4,733,817
2,517,602
The financial statements were approved by the board of directors and authorised for issue on 25 November 2024 and are signed on its behalf by:
25 November 2024
S Benson
Director
BOLTON TOPCO LIMITED
COMPANY BALANCE SHEET
AS AT 30 JUNE 2024
30 June 2024
- 13 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
14
8,906,812
8,906,812
Current assets
Debtors
16
1,518,639
1,544,634
Cash at bank and in hand
66,048
38,596
1,584,687
1,583,230
Creditors: amounts falling due within one year
17
(11,530,495)
(2,560,042)
Net current liabilities
(9,945,808)
(976,812)
Total assets less current liabilities
(1,038,996)
7,930,000
Creditors: amounts falling due after more than one year
18
-
(7,918,398)
Net (liabilities)/assets
(1,038,996)
11,602
Capital and reserves
Called up share capital
23
77,621
77,621
Share premium account
13,965
13,965
Profit and loss reserves
(1,130,582)
(79,984)
Total equity
(1,038,996)
11,602

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £1,050,598 (2023 - £719,485 loss).

The financial statements were approved by the board of directors and authorised for issue on 25 November 2024 and are signed on its behalf by:
25 November 2024
S Benson
Director
Company registration number 13285917 (England and Wales)
BOLTON TOPCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 14 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 July 2022
77,621
13,965
672,680
764,266
Year ended 30 June 2023:
Profit and total comprehensive income for the year
-
-
1,753,336
1,753,336
Balance at 30 June 2023
77,621
13,965
2,426,016
2,517,602
Year ended 30 June 2024:
Profit and total comprehensive income for the year
-
-
2,216,215
2,216,215
Balance at 30 June 2024
77,621
13,965
4,642,231
4,733,817

The reserves are as follows:

 

Called up share capital represents the nominal value of shares issued.

Share premium account represents the amounts subscribed for share capital in excess of nominal value.

Profit and loss account represents the cumulative profits or losses, net of dividends paid.

BOLTON TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 15 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 July 2022
77,621
13,965
639,501
731,087
Year ended 30 June 2023:
Loss and total comprehensive income for the year
-
-
(719,485)
(719,485)
Balance at 30 June 2023
77,621
13,965
(79,984)
11,602
Year ended 30 June 2024:
Loss and total comprehensive income for the year
-
-
(1,050,598)
(1,050,598)
Balance at 30 June 2024
77,621
13,965
(1,130,582)
(1,038,996)

The reserves are as follows:

 

Called up share capital represents the nominal value of shares issued.

Share premium account represents the amounts subscribed for share capital in excess of nominal value.

Profit and loss account represents the cumulative profits or losses, net of dividends paid.

BOLTON TOPCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
- 16 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
28
11,826,598
1,393,042
Interest paid
(787,380)
(620,002)
Income taxes paid
(1,201,568)
(172,479)
Net cash inflow from operating activities
9,837,650
600,561
Investing activities
Purchase of tangible fixed assets
(1,344,521)
(1,245,698)
Proceeds from disposal of tangible fixed assets
24,900
26,651
Interest received
63,367
13,439
Net cash used in investing activities
(1,256,254)
(1,205,608)
Financing activities
Repayment of borrowings
(7,918,398)
-
Payment of finance leases obligations
372,070
629,403
Net cash (used in)/generated from financing activities
(7,546,328)
629,403
Net increase in cash and cash equivalents
1,035,068
24,356
Cash and cash equivalents at beginning of year
1,554,816
1,530,460
Cash and cash equivalents at end of year
2,589,884
1,554,816
BOLTON TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 17 -
1
Accounting policies
Company information

Bolton Topco limited (“the parent company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is The Nurseries, Gravel Lane, Chigwell, Essex, England, IG7 6BZ.

 

The group consists of Bolton Topco limited and all of its subsidiaries.

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 group. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets aquired, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the company Bolton Topco Limited together with all entities controlled by the parent company (its subsidiaries).

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

BOLTON TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 18 -
1.4
Going concern

The financial statements are prepared on a going concern basis. The use of the going concern basis of accounting is appropriate because there are no material uncertainties related to events or conditions that may cast significant doubt about the ability of the group to continue as a going concern.

 

The directors have carried out an assessment of going concern and taking into account the economic conditions and possible changes in trading performance, alongside the facts noted above, there is a strong expectation that the group has adequate resources to continue in operational existence for a period of at least twelve months from when the financial statements are approved for issue.

1.5
Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the group and the turnover can be reliably measured. Turnover is measured at the fair value of the consideration received or receivable and represents the amount receivable for services rendered, net of returns, discounts and rebates allowed by the group and value added taxes.

Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all the following conditions are satisfied:

Interest income is recognised using the effective interest rate method.

1.6
Intangible fixed assets - goodwill

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 systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
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:

Plant and equipment
20/25% straight line
Fixtures and fittings
10/20% straight line
Motor vehicles
25% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

BOLTON TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 19 -
1.8
Fixed asset investments

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in or , unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in or , unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.10
Stocks

Stocks are stated at the lower of cost and estimated replacement cost. Cost is comprised of parts and materials.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated replacement price is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

BOLTON TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 20 -
1.12
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

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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 group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.13
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

BOLTON TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 21 -
1.14
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. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

 

Deferred tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

1.15
Employee benefits

Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received.

 

The group operates several defined contribution plans for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations. The contributions are recognised as an expense when they are due. Amounts not paid are shown in accruals in the balance sheet. The assets of the plan are held separately from the group in independently administered funds.

BOLTON TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 22 -
1.16
Leases

At inception the group assesses agreements that transfer the right to use assets. The assessment considers whether the arrangement is, or contains, a lease based on the substance of the arrangement.

 

Leases of assets that transfer substantially all the risks and rewards incidental to ownership are classified as finance leases.

 

Finance leases are capitalised at commencement of the lease as assets at the fair value of the leased asset or, if lower, the present value of the minimum lease payments calculated using the interest rate implicit in the lease. Where the implicit rate cannot be determined the group’s incremental borrowing rate is used. Incremental direct costs, incurred in negotiating and arranging the lease, are included in the cost of the asset.

 

Assets are depreciated over the shorter of the lease term and the estimated useful life of the asset. Assets are assessed for impairment at each reporting date.

 

The capital element of lease obligations is recorded as a liability on inception of the arrangement. Lease payments are apportioned between capital repayment and finance charge, using the effective interest rate method, to produce a constant rate of charge on the balance of the capital repayments outstanding.

 

Leases that do not transfer all the risks and rewards of ownership are classified as operating leases. Payments under operating leases are charged to the profit and loss account on a straight-line basis over the period of the lease.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

 

The year end stock figure relies on a physical stock count as the group does not have a perpetual stock tracking system. Count coverage is targeted at being a sufficiently large sample to allow extrapolation of the result in an effective manner. The sample physically counted is in excess of 78% of the stock value and quantity as at 30th June 2024. By its nature the extrapolation of the stock count contains estimates. The Directors consider the value to be materially accurate.

 

Accrued income contains a degree of estimation uncertainty. This is estimated based on work performed measured by time incurred, to the extent it is estimated to be capable of being monetised. Management use a multiple of labour costs incurred up to the date of the financial statements to calculate the estimate. The multiplier used is based on historic average revenue earned per operative over the average operative cost. This involves an element of judgement based on historic working relationship with customers. Most of the accrued income is subsequently invoiced post the period end cut off. To the extent that a customer query is identified a provision is made. Where no significant issues exist, amounts owed for work done have been fully accrued.

 

With the exception of the estimates described above, the directors consider that there are no other significant judgements or estimates in the preparation of these financial statements.

 

BOLTON TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 23 -
3
Turnover
2024
2023
£
£
Turnover analysed by class of business
Fire and electrical services
31,351,908
20,580,250

All turnover was generated in the United Kingdom.

4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Depreciation of owned tangible fixed assets
753,237
470,709
Loss/(profit) on disposal of tangible fixed assets
26,712
(8,679)
Amortisation of intangible assets
560,507
550,099
Operating lease charges
70,000
60,000
5
Auditor's remuneration
2024
2023
Fees payable to the group's and company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
12,220
14,190
Audit of the financial statements of the company's subsidiaries
69,050
20,850
81,270
35,040
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Directors
3
3
3
3
Management
22
14
5
2
Office Staff
34
24
-
-
Other Staff
194
143
-
-
Total
253
184
8
5
BOLTON TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
6
Employees
(Continued)
- 24 -

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
10,051,106
7,042,715
1,371,196
726,874
Social security costs
1,131,243
773,446
180,376
91,792
Pension costs
161,485
113,770
1,050
-
0
11,343,834
7,929,931
1,552,622
818,666
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
722,687
568,918
Company pension contributions to defined contribution schemes
1,050
-
723,737
568,918
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
480,242
410,183
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
63,367
13,439
9
Interest payable and similar expenses
2024
2023
£
£
Loan interest
786,976
873,089
Interest on finance leases and hire purchase contracts
77,007
30,422
Other interest
404
7,520
Total finance costs
864,387
911,031
BOLTON TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 25 -
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
1,251,608
458,256
Deferred tax
Origination and reversal of timing differences
(116,436)
188,329
Total tax charge
1,135,172
646,585

The actual 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:

2024
2023
£
£
Profit before taxation
3,351,387
2,399,921
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
837,847
599,980
Tax effect of expenses that are not deductible in determining taxable profit
78,921
127,722
Adjustments in respect of prior years
78,277
(96,350)
Effect of change in corporation tax rate
-
(122,292)
Amortisation on assets not qualifying for tax allowances
140,127
137,525
Taxation charge
1,135,172
646,585
11
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 July 2023 and 30 June 2024
5,500,986
Amortisation and impairment
At 1 July 2023
1,212,980
Amortisation charged for the year
560,507
At 30 June 2024
1,773,487
Carrying amount
At 30 June 2024
3,727,499
At 30 June 2023
4,288,006
The company had no intangible fixed assets at 30 June 2024 or 30 June 2023.
BOLTON TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 26 -
12
Tangible fixed assets
Group
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
Cost
At 1 July 2023
17,052
213,197
2,523,312
2,753,561
Additions
82,032
96,112
1,166,377
1,344,521
Disposals
(9,552)
(23,200)
(26,165)
(58,917)
At 30 June 2024
89,532
286,109
3,663,524
4,039,165
Depreciation and impairment
At 1 July 2023
6,000
66,144
876,117
948,261
Depreciation charged in the year
19,360
32,203
701,674
753,237
Eliminated in respect of disposals
(796)
-
0
(6,509)
(7,305)
At 30 June 2024
24,564
98,347
1,571,282
1,694,193
Carrying amount
At 30 June 2024
64,968
187,762
2,092,242
2,344,972
At 30 June 2023
11,052
147,053
1,647,195
1,805,300
The company had no tangible fixed assets at 30 June 2024 or 30 June 2023.
13
Subsidiaries

Details of the company's subsidiaries at 30 June 2024 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
RG Tradeco Limited
UK
Holding company
Ordinary
100.00
-
RGE Services Limited
UK
Fire and electical compliance
Ordinary
-
100.00

All the above subsidiaries are included in the consolidation.

BOLTON TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 27 -
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
8,906,812
8,906,812
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 July 2023 and 30 June 2024
8,906,812
Carrying amount
At 30 June 2024
8,906,812
At 30 June 2023
8,906,812
15
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Consumables
1,372,685
919,148
-
0
-
0

At balance sheet date, there is no stock provision (2023: £Nil).

16
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
4,905,845
4,262,477
-
0
-
0
Corporation tax recoverable
-
0
-
0
-
0
42,064
Amounts owed by group undertakings
-
-
1,481,518
1,478,143
Other debtors
36,173
97,581
8,257
24,427
Prepayments and accrued income
4,996,807
2,490,395
28,864
-
0
9,938,825
6,850,453
1,518,639
1,544,634

Trade debtors is shown net after deducting bad debt provisions totalling £Nil (2023: £62,199).

 

Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

BOLTON TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 28 -
17
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Obligations under finance leases
20
737,387
458,165
-
0
-
0
Trade creditors
3,009,921
1,016,010
42,495
-
0
Amounts owed to group undertakings
5,924,841
-
0
10,904,612
2,224,827
Corporation tax payable
564,462
514,422
-
0
-
0
Other taxation and social security
1,373,053
975,904
415,727
167,144
Deferred income
867,303
-
0
-
0
-
0
Other creditors
839,078
189,034
-
0
(913)
Accruals
412,786
370,390
167,661
168,984
13,728,831
3,523,925
11,530,495
2,560,042

Amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

18
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Obligations under finance leases
20
1,206,518
1,036,663
-
0
-
0
Other borrowings
19
-
0
7,918,398
-
0
7,918,398
1,206,518
8,955,061
-
7,918,398
19
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Other loans
-
0
7,918,398
-
0
7,918,398
Payable after one year
-
0
7,918,398
-
0
7,918,398

Other loans were secured by fixed and floating charges over the property and undertakings of the group.

 

BOLTON TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 29 -
20
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
737,387
458,165
-
0
-
0
In two to five years
1,206,518
1,036,663
-
0
-
0
1,943,905
1,494,828
-
-

The finance lease obligations represent hire purchase liabilities for motor vehicles. All leases are on a fixed repayment basis and are secured against the related assets.

BOLTON TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 30 -
21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group, and movements thereon:

Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
304,699
421,135
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 July 2023
421,135
-
Credit to profit or loss
(116,436)
-
Liability at 30 June 2024
304,699
-

The deferred tax liability set out above is expected to reverse after one year and relates to accelerated capital allowances.

22
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
161,485
113,770

A defined contribution pension scheme is operated for all qualifying employees. At the balance sheet date, the group had unpaid defined contribution pension payable of £15,113 (2023: £4,859).

BOLTON TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 31 -
23
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Class A of £1 each
54,347
54,347
54,347
54,347
Class B of £1 each
3,647
3,647
3,647
3,647
Class C of £1 each
1,000
1,000
1,000
1,000
Class D of £1 each
13,954
13,954
13,954
13,954
Class E of £1 each
4,673
4,673
4,673
4,673
77,621
77,621
77,621
77,621

Each class of share ranks pari passu except in certain circumstances where class A Ordinary Shares are entitled to enhanced voting rights.

 

All issued shares were allotted during the period at par.

24
Operating lease commitments
Lessee

Operating lease payments represent rentals payable by the group for a property. Leases are negotiated for an average term of 10 years.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
60,000
60,000
-
-
Between two and five years
45,000
105,000
-
-
105,000
165,000
-
-
25
Related party transactions

The group 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.

 

At the year end, loan balances were owed to shareholders of £Nil (2023: £7,918,419). Interest was charged on the loans at a rate of 12% per annum.

 

During the year, services were purchased from shareholders totalling £396,643 (2023: £236,689).

BOLTON TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 32 -
26
Controlling party

The group and company's immediate parent company is RGE Bidco Limited. The group and company's ultimate parent undertaking is Pyr Topco Limited, a company incorporated and registered in England.

 

The registered offices of the ultimate and immediate parent company is The Nurseries, Gravel Lane, Chigwell, Essex, England, IG7 6BZ.

27
Directors' transactions
Loans advance to Directors
Opening balance
Amounts repaid
Closing balance
£
£
£
Unpaid Share Capital
24,927
(24,927)
-

 

28
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
2,216,215
1,753,336
Adjustments for:
Taxation charged
1,135,172
646,585
Finance costs
864,387
911,031
Investment income
(63,367)
(13,439)
Loss/(gain) on disposal of tangible fixed assets
26,712
(8,679)
Amortisation and impairment of intangible assets
560,507
550,099
Depreciation and impairment of tangible fixed assets
753,237
470,709
Movements in working capital:
Increase in stocks
(453,537)
(366,779)
Increase in debtors
(3,088,372)
(3,409,422)
Increase in creditors
9,008,341
859,601
Increase in deferred income
867,303
-
Cash generated from operations
11,826,598
1,393,042
BOLTON TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 33 -
29
Analysis of changes in net funds/(debt) - group
1 July 2023
Cash flows
30 June 2024
£
£
£
Cash at bank and in hand
1,554,816
1,035,068
2,589,884
Borrowings excluding overdrafts
(7,918,398)
7,918,398
-
Obligations under finance leases
(1,494,828)
(449,077)
(1,943,905)
(7,858,410)
8,504,389
645,979
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