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Registered number: 11928506









ROOFF HOLDINGS LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

 
ROOFF HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
M P S Horn 
T J Ekers 




Registered number
11928506



Registered office
The Granary
80 Abbey Road

Barking

London

IG11 7BT




Independent auditor
Barnes Roffe LLP
Chartered Accountants  
Statutory Auditor

Leytonstone House

Leytonstone

London

E11 1GA





 
ROOFF HOLDINGS LIMITED
 

CONTENTS



Page
Group strategic report
 
1
Directors' report
 
2 - 3
Independent auditor's report
 
4 - 7
Consolidated profit and loss account
 
Consolidated balance sheet
 
8
Company balance sheet
 
9
Consolidated statement of changes in equity
 
10
Company statement of changes in equity
 
11
Consolidated statement of cash flows
 
12
Consolidated analysis of net debt
 
13
Notes to the financial statements
 
14 - 29


 
ROOFF HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024

Introduction
 
The directors present their strategic review for the year ended 30 June 2024.
The principal activity of the Group continues to be that of general building contracting. The activities include traditional building, design and build, and construction management for the public and private sectors. 

Business review
 
The Group has achieved steady growth responding to an uplift in activity and opportunities. The high levels of inflation in both materials and labour costs have impacted negatively on profits over the period but overall a very strong performance. 
The Group continues to maintain very strong relationships with both clients, consultants and with the supply chain which has enabled a successful year of trading in very difficult conditions. 

Principal risks and uncertainties
 
The Group is dependent on consumer and business confidence in the construction market within London and the surrounding area. It also has a long standing core nucleus of staff that contribute heavily to the quality and profitability of the Company. The professional staff are provided throughout companies within the Group.

Financial key performance indicators
 
The Group's key performance indicators in the year were as follows:
 

Year ended 30 June 2024 (£000's)
Year ended 30 June 2023 (£000's)
Change (%)
Turnover
38,854
38,052
2.1
Profit after tax
114
330
-65.5
Shareholders' funds
3,911
3,796
3.0
Cash at bank 
1,984
2,751
-27.9




This report was approved by the board on 7 January 2025 and signed on its behalf.



................................................
M P S Horn
Director

Page 1

 
ROOFF HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024

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

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements 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 Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Directors

The directors who served during the year were:

M P S Horn
T J Ekers
 

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Auditor

The auditor, Barnes Roffe LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 2

 
ROOFF HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

This report was approved by the board on 7 January 2025 and signed on its behalf.
 





................................................
M P S Horn
Director

Page 3

 
ROOFF HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROOFF HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Rooff Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 June 2024, which comprise the Consolidated profit and loss account, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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's affairs as at 30 June 2024 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


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 in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or 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.


Page 4

 
ROOFF HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROOFF HOLDINGS LIMITED (CONTINUED)


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 ReportOur 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.


Opinion 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Directors' report 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 Directors' report.


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


adequate accounting records have not been kept 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 Directors' responsibilities statement set out on page 2, 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 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.


Page 5

 
ROOFF HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROOFF HOLDINGS LIMITED (CONTINUED)


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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities we considered the following:
 
Obtained an understanding of the nature of the industry and sector, including the legal and regulatory
frameworks that the group and parent company operates in and how the group and parent company are
complying with the legal and regulatory frameworks;
Enquired of management, and those charged with governance, about their own identification and
assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;
Discussed matters about non-compliance with laws and regulations and how fraud might occur including
assessment of how and where the financial statements may be susceptible to fraud.

All relevant laws and regulations identified at a Group level and areas susceptible to fraud that could have an material effect on the financial statements were communicated to component auditors. Any instances of non compliance with laws and regulations identified and communicated by a component auditor were considered inour audit approach.
The most significant laws and regulations were determined as follows:
UK GAAP FRS 102 and Companies Act;
Tax compliance regulations.
 
Additional audit procedures performed by the audit engagement team included:
Review of the financial statement disclosures and testing to supporting documentation;
Completion of disclosure checklists to identify areas of non-compliance.

The areas that we identified as being susceptible to material misstatement due to fraud were:
Revenue recognition;
Amounts receivable on contracts;
Retentions;
Management override.

Page 6

 
ROOFF HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROOFF HOLDINGS LIMITED (CONTINUED)


Audit procedures in report to the identified areas above:
Obtaining an understanding of the processes and controls around recognition of revenue and amounts receivable on contracts;
Performing a detailed review of sales obtaining evidence for key movements in the year;
Testing contracts ensuring turnover and costs are correctly recognised up to the respective stage of completion for a project;
Review contracts for evidence of losses and ensure they are correctly recorded;
Specific testing on retentions ensuring these are recoverable;
Detailed discussions with management and review of post year end management information;
Evaluation of the appropriateness of the accounting policies;
Testing the appropriateness of journal entries and other adjustments;
Assessing whether the judgements made in making accounting estimates are indicative of a potential bias;
Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
 
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.


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 Auditor's report.


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 2006Our 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.



 
 
Stuart Moon
 (Senior statutory auditor)
for and on behalf of
Barnes Roffe LLP
Chartered Accountants  
Statutory Auditor
Leytonstone House
Leytonstone
London
E11 1GA

 
Date: 
13 January 2025
Page 7

 
ROOFF HOLDINGS LIMITED
REGISTERED NUMBER: 11928506

CONSOLIDATED BALANCE SHEET
AS AT 30 JUNE 2024

2024
2023
                                                                         Note
£
£

Fixed assets
  

Tangible assets
 9 
1,536,062
1,581,022

Current assets
  

Stocks
 11 
852,652
868,634

Debtors: amounts falling due within one year
 12 
10,703,759
9,075,389

Cash at bank and in hand
 13 
1,984,422
2,750,531

  
13,540,833
12,694,554

Creditors: amounts falling due within one year
 14 
(10,770,137)
(10,126,099)

Net current assets
  
 
 
2,770,696
 
 
2,568,455

Total assets less current liabilities
  
4,306,758
4,149,477

Provisions for liabilities
  

Other provisions
 17 
(395,943)
(353,000)

Net assets
  
 
 
3,910,815
 
 
3,796,477


Capital and reserves
  

Called up share capital 
 18 
37,154
37,154

Merger reserve
 19 
105,924
105,924

Profit and loss account
 19 
3,767,737
3,653,399

Equity attributable to owners of the parent Company
  
3,910,815
3,796,477


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 7 January 2025.




................................................
M P S Horn
Director

The notes on pages 14 to 29 form part of these financial statements.

Page 8

 
ROOFF HOLDINGS LIMITED
REGISTERED NUMBER: 11928506

COMPANY BALANCE SHEET
AS AT 30 JUNE 2024

2024
2023
                                                                          Note
£
£

Fixed assets
  

Tangible assets
 9 
1,447,673
1,461,633

Investments
 10 
10,300
10,300

  
1,457,973
1,471,933

Current assets
  

Debtors: amounts falling due within one year
 12 
438,848
345,158

Creditors: amounts falling due within one year
 14 
(179,546)
(95,619)

Net current assets
  
 
 
259,302
 
 
249,539

  

  

Net assets
  
1,717,275
1,721,472


Capital and reserves
  

Called up share capital 
 18 
37,154
37,154

Profit and loss account brought forward
  
1,684,318
1,692,357

Loss for the year

  

(4,197)
(8,039)

Profit and loss account carried forward
  
1,680,121
1,684,318

  
1,717,275
1,721,472


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 7 January 2025.


................................................
M P S Horn
Director

The notes on pages 14 to 29 form part of these financial statements.

Page 9

 
ROOFF HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024


Called up share capital
Merger reserve
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£
£


At 1 July 2022
37,154
105,924
3,322,930
3,466,008
3,466,008


Comprehensive income for the year

Profit for the year
-
-
330,469
330,469
330,469



At 1 July 2023
37,154
105,924
3,653,399
3,796,477
3,796,477


Comprehensive income for the year

Profit for the year
-
-
114,338
114,338
114,338


At 30 June 2024
37,154
105,924
3,767,737
3,910,815
3,910,815


The notes on pages 14 to 29 form part of these financial statements.

Page 10

 
ROOFF HOLDINGS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 July 2021
37,154
1,692,357
1,729,511


Comprehensive income for the year

Loss for the year
-
(8,039)
(8,039)



At 1 July 2023
37,154
1,684,318
1,721,472


Comprehensive income for the year

Loss for the year
-
(4,197)
(4,197)


At 30 June 2024
37,154
1,680,121
1,717,275


The notes on pages 14 to 29 form part of these financial statements.

Page 11

 
ROOFF HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
114,338
330,469

Adjustments for:

Depreciation of tangible assets
88,785
95,017

Loss on disposal of tangible assets
(8,200)
-

Interest received
-
(45,052)

Taxation charge
3,052
(256,494)

Decrease/(increase) in stocks
15,982
(9,995)

Decrease/(increase) in debtors
550,322
(1,157,001)

(Increase)/decrease in amounts owed by connected entities
(2,178,803)
(696,471)

Increase in creditors
657,624
637,817

Increase/(decrease) in provisions
42,943
(37,908)

Corporation tax (paid)/received
(16,527)
261,731

Net cash generated from operating activities

(730,484)
(877,887)


Cash flows from investing activities

Purchase of tangible fixed assets
(43,825)
(45,041)

Sale of tangible fixed assets
8,200
-

Dividends received
-
42,349

Interest paid
-
2,703

Net cash from investing activities

(35,625)
11


Net (decrease) in cash and cash equivalents
(766,109)
(877,876)

Cash and cash equivalents at beginning of year
2,750,531
3,628,407

Cash and cash equivalents at the end of year
1,984,422
2,750,531


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,984,422
2,750,531


The notes on pages 14 to 29 form part of these financial statements.

Page 12

 
ROOFF HOLDINGS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 JUNE 2024




At 1 July 2023
Cash flows
At 30 June 2024
£

£

£

Cash at bank and in hand

2,750,531

(766,109)

1,984,422


The notes on pages 14 to 29 form part of these financial statements.

Page 13

 
ROOFF HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

1.


General information

Rooff Holdings Limited ("the Company") is a private company limited by shares, incorporated in England and Wales. Its registered office is The Granary, 80 Abbey Road, Barking, London, IG11 7BT. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and loss account in these financial statements.

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases. 

Page 14

 
ROOFF HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue 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 of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Property sales
Revenue from the sale of properties held as stock is recognised when all of the following conditions are satisfied:

the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated
with ownership nor effective control over the property sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably
 
Property sales that fall under long term contracts are included within turnover on the basis of the
sales value of work performed during the year by reference to the total sales value and stage of
completion of these contracts. Contract costs are recognised based on the recorded contract
turnover to ascertain attributable profit.
Property rentals
Rental income from operating leases is recognised on a straight line basis over the term of the lease unless the lease payments are structured to increase in line with expected general inflation in which case the income is recognised as revenue in accordance with the expected payments. Rental income is generated from fixed assets and investment properties and is recognised within turnover.

Revenue is also measured in line with long-term contracts in note 2.4.

Page 15

 
ROOFF HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

  
2.4

Long-term contracts

Profit is accounted for once the outcome of a contract can be assessed with reasonable certainty and is based on the appropriate stage of completion of the contract. Amounts recoverable on contracts which are included in debtors are valued at anticipated net sale value after provision for contingencies and anticipated future losses on contracts. Claims are included in the valuation of contracts and credited to the Statement of Income and Retained Earnings account only when entitlement has been established. Cash received on account of contracts is deducted from amounts recoverable on contracts. Such amounts which have been received and exceed amounts recoverable are included in creditors.
Contract provisions in excess of amounts recoverable are included in provisions for liabilities and charges.
Profit provisions in excess of amounts recoverable are included in provisions for liabilities and charges and are recognised within trade creditors.
Any potential loss on a long term contract is provided in full as soon as it is foreseen. 

Page 16

 
ROOFF HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.5

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following annual basis:

Freehold property
-
2% Straight line
Plant and machinery
-
8 - 25% Straight line
Motor vehicles
-
25% Reducing balance
Office equipment
-
33% Straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

The depreciation policy has been restated to more accurately reflect the rates of depreciation. There is no change to accounting estimate.

 
2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.7

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

Page 17

 
ROOFF HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.8

Financial instruments

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

Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

 
2.9

Creditors

Short term creditors are measured at the transaction price.

Page 18

 
ROOFF HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan 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 in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.11

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.12

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Consolidated statement of comprehensive income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 19

 
ROOFF HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.13

Stocks

Stocks represent the cost of long term balances on construction projects.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Consolidated statement of comprehensive income.


3.


Turnover

The whole of the turnover is attributable to building activity.

All turnover arose within the United Kingdom.


4.


Other operating income

2024
2023
£
£

Net rents receivable
71,630
68,599


Page 20

 
ROOFF HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

5.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
2024
2023
£
£


Wages and salaries
4,532,737
4,291,496

Social security costs
426,653
407,762

Cost of defined contribution scheme
297,638
275,268

5,257,028
4,974,526


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Management and administration
74
75



Production and construction
13
10

87
85

The Company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL)

6.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
237,786
221,640

Group contributions to defined contribution pension schemes
6,601
6,169

244,387
227,809


The highest paid director received remuneration of £121,182 (2023 - £134,254).

The directors' remuneration is in respect of members remuneration charged as an expense in the Company's subsidiary, Rooff Employee Services LLP. The member's remuneration charged as an expense is due to the individuals who are also directors of this company in their capacity as members of the LLP for managing the LLP. This is included in the directors' remuneration above in accordance with the Companies Act 2006.

Page 21

 
ROOFF HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

7.


Interest receivable and similar income

2024
2023
£
£


Other interest receivable
-
2,703


8.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
4,328
22,273

Adjustments in respect of previous periods
(1,388)
(276,545)


Total current tax
2,940
(254,272)

Deferred tax


Origination and reversal of timing differences
112
(2,222)


Taxation on loss on ordinary activites
3,052
(256,494)

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 25%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
114,338
73,975


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
28,584
18,494

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
12,561
19,683

Brought forward losses utilised
(36,705)
(13,633)

Adjustments to tax charge in respect of prior periods
(1,388)
(276,545)

Change in tax rates
-
(4,493)

Total tax charge for the year
3,052
(256,494)

Page 22

 
ROOFF HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
 
8.Taxation (continued)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


9.


Tangible fixed assets

Group






Freehold property
Plant and machinery
Motor vehicles
Office equipment
Total

£
£
£
£
£



Cost or valuation


At 1 July 2023
1,510,579
631,533
286,576
100,625
2,529,313


Additions
-
-
26,677
17,148
43,825


Disposals
-
-
(19,300)
-
(19,300)



At 30 June 2024

1,510,579
631,533
293,953
117,773
2,553,838



Depreciation


At 1 July 2023
48,946
631,533
220,888
46,924
948,291


Charge for the year on owned assets
13,960
-
37,012
37,813
88,785


Disposals
-
-
(19,300)
-
(19,300)



At 30 June 2024

62,906
631,533
238,600
84,737
1,017,776



Net book value



At 30 June 2024
1,447,673
-
55,353
33,036
1,536,062



At 30 June 2023
1,461,633
-
65,688
53,701
1,581,022

Page 23

 
ROOFF HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

           9.Tangible fixed assets (continued)


Company






Freehold property
Office equipment
Total

£
£
£

Cost


At 1 July 2023
1,510,579
5,025
1,515,604



At 30 June 2024

1,510,579
5,025
1,515,604



Depreciation


At 1 July 2023
48,946
5,025
53,971


Charge for the year on owned assets
13,960
-
13,960



At 30 June 2024

62,906
5,025
67,931



Net book value



At 30 June 2024
1,447,673
-
1,447,673






Page 24

 
ROOFF HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

10.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 July 2023
10,300



At 30 June 2024
10,300





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Principal activity

Class of shares

Holding

Rooff Residential Limited
Property developments
Ordinary
100%
Rooff Limited
Building contractors
Ordinary
100%
Rooff Employee Services LLP
Management services
N/A
100*%
Rooff Construction Limited
Building contractors
Ordinary
100%

* The Company has a controlling interest.


11.


Stocks

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Property development stock
852,652
868,634
-
-


Page 25

 
ROOFF HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

12.


Debtors



Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Trade debtors
5,826,726
6,319,398
33,570
33,570

Amounts owed by group undertakings
-
-
209,158
114,806

Amounts owed by connected entities
4,628,816
2,450,013
-
-

Other debtors
48,879
47,410
37,155
37,155

Prepayments and accrued income
198,832
257,950
158,965
159,627

Deferred taxation
506
618
-
-

10,703,759
9,075,389
438,848
345,158



13.


Cash and cash equivalents

Group
Group
2024
2023
£
£

Cash at bank and in hand
1,984,422
2,750,531



14.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Trade creditors
10,184,792
9,301,202
-
-

Amounts owed to connected entities
-
-
140,251
41,570

Corporation tax
8,686
22,273
4,358
2,504

Other taxation and social security
160,145
317,853
-
-

Other creditors
295,983
213,031
28,937
28,937

Accruals and deferred income
120,531
271,740
6,000
22,608

10,770,137
10,126,099
179,546
95,619


Page 26

 
ROOFF HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

15.


Financial instruments

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Financial assets

Trade and other debtors
10,504,420
8,816,821
279,882
187,134


Financial liabilities

Financial liabilities measured at amortised cost
(10,601,306)
(9,785,973)
(175,188)
(93,115)


16.


Deferred taxation


Group



2024


£






At beginning of year
618


Charged to profit or loss
(112)



At end of year
506







The deferred tax asset is made up as follows:

Group
Group
2024
2023
£
£

Accelerated capital allowances
506
618

The company had no deferred tax balances.

Page 27

 
ROOFF HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

17.


Provisions


Group



Other provisions

£





At 1 July 2023
353,000


Charged to profit or loss
140,227


Utilised in year
(97,284)



At 30 June 2024
395,943

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past and future events. These provisions, which have been reliably estimated, relate to claims and after costs to settle obligations which are likely to occur after the completion of construction projects.


18.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



37,154 (2023 - 37,154) Ordinary shares of £1.00 each
37,154
37,154


All classes of shares rank equally in all respects.



19.


Reserves

Merger Reserve

This represents the reserve created upon the group reconstruction during the period.

Profit and loss account

The profit & loss account represents cumulative distributable profits and losses net of dividends and other adjustments.


20.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £297,638 (2023 - £250,083). Contributions totalling £43,045 (2023 - £1,936) were payable to the fund at the balance sheet date.

Page 28

 
ROOFF HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

21.


Related party transactions

The Company has taken advantage of the exemption available under Financial Reporting Standard 102 section 33 'Related Party Transactions' not to disclose transactions with entities included in the Group's consolidated financial statements.
During the year, the Company was charged net fees of £156,000 
(2023 - £156,000) by companies under common control. At the year end the Company owed net amounts of £139,995 (2023 - £41,570) from these companies.
During the year, the Group was charged net fees of £402,000 
(2023 - £402,000) by companies under common control. At the year end the Group was owed net amounts of £4,628,816 (2023 - £2,450,013) from these companies.


22.


Controlling party

As at 30 June 2024 the ultimate controlling party of the Group is a family trust in which A A Horn and M P S Horn are Trustees. 

 
Page 29