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REGISTERED NUMBER: SC105179















CONTRAFLOW LIMITED

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024






CONTRAFLOW LIMITED (REGISTERED NUMBER: SC105179)






CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024




Page

Group Strategic Report 1

Report of the Directors 3

Report of the Independent Auditors 5

Consolidated Profit and loss account 10

Consolidated Balance Sheet 11

Company Balance Sheet 12

Consolidated Statement of Changes in Equity 13

Company Statement of Changes in Equity 14

Consolidated Cash Flow Statement 15

Notes to the Consolidated Cash Flow Statement 16

Notes to the Consolidated Financial Statements 17


CONTRAFLOW LIMITED (REGISTERED NUMBER: SC105179)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024

The directors present their strategic report of the company and the group for the year ended 30 June 2024.

REVIEW OF THE BUSINESS
The group delivered temporary traffic management from 5 depots within Scotland being Hillington (Glasgow), Cumbernauld, Perth, Forres and Dyce (Aberdeen).

The current year’s trading has seen an increase in overall turnover, however operational costs have been under pressure due to wage increases stimulated by statutory minimum wages. In addition, material costs have been increasing, despite these cost pressures the balance sheet remains strong with net assets of £6,797,418 representing an increase of £793,383 from 2023.

Financial Key Performance Indicators (KPIs)
The directors use the below KPI’s, supplemented with depot analysis on a monthly basis, provide a good understanding of the performance of the business.

2024 2023
Gross Profit % 37.80% 38.05%
Operating Profit % 13.99% 16.21%
Net Profit After Tax £1,190,383 £1,516,906

PRINCIPAL RISKS AND UNCERTAINTIES
Financial Risk Management
The group maintains a strong balance sheet and day to day management activities to ensure this remains, including having a customer on boarding process and analysis to monitor which credit terms which can be offered. Regular analysis of overall debtor days is used to ensure that the business does not carry bad debt customers.

Financial Instruments
The group's principal financial instruments comprise cash.

The group has various other financial instruments such as trade debtors and creditors that arise directly from its trading operations.

The main risks arising from the group's financial instruments are with liquidity and credit. The group has clear policies for managing these risks as summarised below.

Competition Risk
The traffic management market in Scotland is highly competitive and to ensure a high workload level and maintain high productivity, the market rates for traffic management are continually monitored with quote production and quote success rate monitored on a monthly basis. The business is careful to manage the workload required to maintain a reasonable gross profit whilst not overextending this workload where customer expectations would not be met.

Resourcing Risk
The labour market is extremely competitive. Maintaining a robust labour force has been challenging and the Group does offer competitive rates of pay whilst working with the employees to maintain good and productive working conditions. It also seeks to grow the experience within the teams by retaining the workforce that is has. The staff are rewarded for success and several schemes have been introduced to enhance the experience for the on-road workforce. The ratio of turnover to site payroll costs is a KPI used to monitor our efficiency at delivering services and can also be used to ascertain whether the Group has reached a level where resources and workload require evaluation..

Cashflow Risk

CONTRAFLOW LIMITED (REGISTERED NUMBER: SC105179)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024

The Group analyses its monthly results against budget figures to ensure that profitability, expenditure and debtors remain within acceptable levels to retain a positive and robust cashflow position. Within this analysis includes a CAPEX review to ensure the Group's spend remains within levels appropriate to the turnover and profitability levels. The Group keeps minimal purchases on hire purchase agreements and is in a positive banking position and therefore has a very low risk associated with interest rate fluctuations.

Prospects
The Group believes that it will maintain and grow the current size and profitability of the business. The Group has a good reputation within the market, which it will use to attract the best talent to maintain and grow our existing customer base. The multi depot model allows the business to be reactive in several geographical areas and the Group is actively seeking to increase this geographical spread of depots. Towards the end of 2023 the Aberdeen depot moved to larger premises and early 2024 the acquisition of CTM Carlisle was completed to give the Group its first depot within England. The business is very mindful that any growth must be controlled to ensure that all customers' expectations are met and as such, we have an environment where we can transfer resources between depots to ensure any areas with higher than anticipated workload are resourced accordingly. Growth opportunities are continually explored, as are risks associated with acting on any opportunities which arise. The inter depot analysis of revenues and operational costs provide a reasonable assessment of potential growth areas on a geographical basis.

Future Developments
The Group maintains a 5-year plan to keep focus on stability and growth and holds regular planning sessions to look at the longer-term pathway. Future growth plans have been discussed at high level which would involve either setting up new depots, acquisitions of suitably sized and positioned companies or a combination of both.

ON BEHALF OF THE BOARD:





J D MacDonald - Director


28 March 2025

CONTRAFLOW LIMITED (REGISTERED NUMBER: SC105179)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 JUNE 2024

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

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of provision of road traffic management systems, and the supply and hire of goods and services to the road maintenance sector.

DIVIDENDS
There were dividends of £397,000 for the year ended 30 June 2024.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 July 2023 to the date of this report.

D Graham
J D MacDonald
R Nesbitt
F B Reid

DISCLOSURE IN THE STRATEGIC REPORT
The company has chosen in accordance with Section 414C(11) Companies Act 2006 to set out in the company's Strategic Report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the Directors' Report. It has done so in respect of financial instruments and future developments.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Report of the Directors, the Strategic Report and the financial statements in accordance with applicable laws 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 the affairs of the company and of the profit and loss of the company for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed subject to any material departures disclosed and explained in the financial statements;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

CONTRAFLOW LIMITED (REGISTERED NUMBER: SC105179)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 JUNE 2024


STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:





J D MacDonald - Director


28 March 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
CONTRAFLOW LIMITED

Opinion
We have audited the financial statements of Contraflow Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2024 which comprise the Consolidated Profit and loss account, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 30 June 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
CONTRAFLOW LIMITED


Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
CONTRAFLOW LIMITED


Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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 mis-statements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
- we identified the laws and regulations applicable to the company through discussions with the director and other management and from our knowlegde of the traffic management sector;
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and International Financial Reporting Standards, as well as those laws and regulations having an indirect impact that may have a significant effect on operations, including data protection, anti-bribery, employment, environmental and health and safety legislation;
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
CONTRAFLOW LIMITED


We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:
- performed analytical procedures to identify any unusual or unexpected relationships;
- tested journal entries to identify unusual transactions;
- assessed whether judgements and assumptions made in determining the key accounting estimates set out in note 2 were indicative of potential bias; and
- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
- agreeing financial statement disclosures to underlying supporting documentation;
- reading the minutes of meetings of those charged with governance;
- enquiring of management as to actual and potential litigation and claims; and
- reviewing correspondence with HMRC, relevant regulators and the company's legal advisors.

In response to the presumed risk associated with revenue recognition, we:
- reviewed invoices around the year-end to obtain cut-off assurance; and
- reviewed post year-end credit notes raised for any relating to pre year-end sales to assess whether there were any indications of sales being overstated.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the director and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
CONTRAFLOW LIMITED


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Duncan MacCaig, CA (Senior Statutory Auditor)
for and on behalf of Martin Aitken & Co Ltd
Statutory Auditor
Chartered Accountants
Caledonia House
89 Seaward Street
Glasgow
G41 1HJ

28 March 2025

CONTRAFLOW LIMITED (REGISTERED NUMBER: SC105179)

CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2024

2024 2023
Notes £    £   

TURNOVER 3 13,104,426 11,667,482

Cost of sales (8,150,835 ) (7,227,310 )
GROSS PROFIT 4,953,591 4,440,172

Administrative expenses (3,122,125 ) (2,548,553 )
1,831,466 1,891,619

Other operating income 1,456 -
OPERATING PROFIT 5 1,832,922 1,891,619

Interest receivable and similar income 6 82,567 9,372
1,915,489 1,900,991

Interest payable and similar expenses 7 (2,490 ) (4,961 )
PROFIT BEFORE TAXATION 1,912,999 1,896,030

Tax on profit 8 (722,616 ) (379,124 )
PROFIT FOR THE FINANCIAL YEAR 1,190,383 1,516,906

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

1,190,383

1,516,906

Profit attributable to:
Owners of the parent 1,190,383 1,516,906

Total comprehensive income attributable to:
Owners of the parent 1,190,383 1,516,906

CONTRAFLOW LIMITED (REGISTERED NUMBER: SC105179)

CONSOLIDATED BALANCE SHEET
30 JUNE 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 11 52,638 -
Tangible assets 12 2,788,396 1,507,104
Investments 13 - -
2,841,034 1,507,104

CURRENT ASSETS
Debtors 14 3,020,002 2,573,851
Cash at bank and in hand 3,616,619 4,143,226
6,636,621 6,717,077
CREDITORS
Amounts falling due within one year 15 2,067,116 1,928,064
NET CURRENT ASSETS 4,569,505 4,789,013
TOTAL ASSETS LESS CURRENT
LIABILITIES

7,410,539

6,296,117

PROVISIONS FOR LIABILITIES 18 613,121 292,082
NET ASSETS 6,797,418 6,004,035

CAPITAL AND RESERVES
Called up share capital 19 60 60
Capital redemption reserve 20 40 40
Retained earnings 20 6,797,318 6,003,935
SHAREHOLDERS' FUNDS 6,797,418 6,004,035

The financial statements were approved by the Board of Directors and authorised for issue on 28 March 2025 and were signed on its behalf by:





J D MacDonald - Director


CONTRAFLOW LIMITED (REGISTERED NUMBER: SC105179)

COMPANY BALANCE SHEET
30 JUNE 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 11 - -
Tangible assets 12 2,735,962 1,507,104
Investments 13 107,000 -
2,842,962 1,507,104

CURRENT ASSETS
Debtors 14 2,997,490 2,573,851
Cash at bank and in hand 3,557,492 4,143,226
6,554,982 6,717,077
CREDITORS
Amounts falling due within one year 15 2,002,583 1,928,064
NET CURRENT ASSETS 4,552,399 4,789,013
TOTAL ASSETS LESS CURRENT
LIABILITIES

7,395,361

6,296,117

PROVISIONS FOR LIABILITIES 18 613,121 292,082
NET ASSETS 6,782,240 6,004,035

CAPITAL AND RESERVES
Called up share capital 19 60 60
Capital redemption reserve 20 40 40
Retained earnings 20 6,782,140 6,003,935
SHAREHOLDERS' FUNDS 6,782,240 6,004,035

Company's profit for the financial year 1,175,205 1,516,906

The financial statements were approved by the Board of Directors and authorised for issue on 28 March 2025 and were signed on its behalf by:





J D MacDonald - Director


CONTRAFLOW LIMITED (REGISTERED NUMBER: SC105179)

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

Called up Capital
share Retained redemption Total
capital earnings reserve equity
£    £    £    £   
Balance at 1 July 2022 60 4,754,029 40 4,754,129

Changes in equity
Dividends - (267,000 ) - (267,000 )
Total comprehensive income - 1,516,906 - 1,516,906
Balance at 30 June 2023 60 6,003,935 40 6,004,035

Changes in equity
Dividends - (397,000 ) - (397,000 )
Total comprehensive income - 1,190,383 - 1,190,383
Balance at 30 June 2024 60 6,797,318 40 6,797,418

CONTRAFLOW LIMITED (REGISTERED NUMBER: SC105179)

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

Called up Capital
share Retained redemption Total
capital earnings reserve equity
£    £    £    £   
Balance at 1 July 2022 60 4,754,029 40 4,754,129

Changes in equity
Dividends - (267,000 ) - (267,000 )
Total comprehensive income - 1,516,906 - 1,516,906
Balance at 30 June 2023 60 6,003,935 40 6,004,035

Changes in equity
Dividends - (397,000 ) - (397,000 )
Total comprehensive income - 1,175,205 - 1,175,205
Balance at 30 June 2024 60 6,782,140 40 6,782,240

CONTRAFLOW LIMITED (REGISTERED NUMBER: SC105179)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024

2024 2023
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 2,414,142 2,183,674
Interest paid (5 ) -
Interest element of hire purchase payments
paid

(2,485

)

(4,961

)
Tax paid (538,595 ) (237,029 )
Net cash from operating activities 1,873,057 1,941,684

Cash flows from investing activities
Purchase of intangible fixed assets (52,638 ) -
Purchase of tangible fixed assets (2,022,973 ) (670,674 )
Sale of tangible fixed assets 27,708 16,468
Interest received 82,567 9,372
Net cash from investing activities (1,965,336 ) (644,834 )

Cash flows from financing activities
Capital repayments in year (37,328 ) (76,606 )
Equity dividends paid (397,000 ) (267,000 )
Net cash from financing activities (434,328 ) (343,606 )

(Decrease)/increase in cash and cash equivalents (526,607 ) 953,244
Cash and cash equivalents at beginning of
year

2

4,143,226

3,189,982

Cash and cash equivalents at end of year 2 3,616,619 4,143,226

CONTRAFLOW LIMITED (REGISTERED NUMBER: SC105179)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024 2023
£    £   
Profit before taxation 1,912,999 1,896,030
Depreciation charges 687,750 623,019
Loss/(profit) on disposal of fixed assets 26,223 (16,468 )
Finance costs 2,490 4,961
Finance income (82,567 ) (9,372 )
2,546,895 2,498,170
Increase in trade and other debtors (446,151 ) (518,775 )
Increase in trade and other creditors 313,398 204,279
Cash generated from operations 2,414,142 2,183,674

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 June 2024
30/6/24 1/7/23
£    £   
Cash and cash equivalents 3,616,619 4,143,226
Year ended 30 June 2023
30/6/23 1/7/22
£    £   
Cash and cash equivalents 4,143,226 3,189,982


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1/7/23 Cash flow At 30/6/24
£    £    £   
Net cash
Cash at bank and in hand 4,143,226 (526,607 ) 3,616,619
4,143,226 (526,607 ) 3,616,619
Debt
Finance leases (37,328 ) 37,328 -
(37,328 ) 37,328 -
Total 4,105,898 (489,279 ) 3,616,619

CONTRAFLOW LIMITED (REGISTERED NUMBER: SC105179)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

1. STATUTORY INFORMATION

Contraflow Limited is a private company, limited by shares, registered in Scotland. The company's registered office is Caledonia House, 89 Seaward Street, Glasgow, G41 1HJ.

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

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
The financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. Assets and liabilities are initially recognised at historical cost or transaction value unless otherwise stated in the relevant accounting policy. There were no material departures from this standard.

Basis of consolidation
The consolidated financial statements incorporate those of Contraflow Limited Group and its subsidiary undertaking for the year. Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes. Control is achieved where the group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The difference between the cost of acquisition of shares in subsidiaries and the fair value of the separable net assets acquired is capitalised as goodwill. Intercompany transactions and balances are eliminated in full.

Information and key sources of estimation uncertainty
In the application of the group's accounting policies the directors are required to make estimates and assumptions about the carrying amounts 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.

The directors consider the key sources of estimation uncertainty to be as follows:-

- Tangible fixed assets (see note 12) are depreciated over their estimated useful lives. The actual lives of the assets are assessed at the end of each reporting period and may vary depending on a number of factors. In re-assessing asset lives, factors such as level of usage and maintenance are taken into account. The directors assessed that no changes were required to the estimated useful lives of the tangible fixed assets and therefore determined that the stated depreciation policies applied in prior years remain appropriate.

- To determine whether there are any indicators of impairment of the company's tangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset concerned. The directors have assessed there are no concerns in this regard.

Judgements
The group considers on an annual basis the judgements that are made by management when applying its significant accounting policies that would have the most significant effect on amounts that are recognised in the financial statements.

The directors consider there are no such significant judgements.

CONTRAFLOW LIMITED (REGISTERED NUMBER: SC105179)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024

2. ACCOUNTING POLICIES - continued

Turnover
Turnover 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 company 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.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2024, is being amortised evenly over its estimated useful life of ten years.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.
Freehold property - 2% on cost
Improvements to property - 20% on cost
Plant and machinery - 20% on cost and 15% on reducing balance
Fixtures and fittings - at variable rates on reducing balance
Motor vehicles - 25% on reducing balance and at varying rates on cost
Computer equipment - 33% on cost and 33.3% on cost

Fixed assets are included in the financial statements at cost less accumulated depreciation and impairment losses.

Land and buildings are stated at deemed cost less accumulated depreciation and accumulated impairment losses. If the estimated residual value at the balance sheet date is considered to be equivalent to the cost, no depreciation will be charged.

Impairment of non-financial assets
At each reporting date non-financial assets not carried at fair value, like goodwill, property and plant and equipment, are reviewed to determine whether there is an indication that an asset may be impaired. If there is an indication of possible impairment, the recoverable amount which is the higher of value in use and the fair value less cost to sell, is estimated and compared with the carrying amount. If the recoverable amount is lower, the carrying amount of the asset is reduced to its recoverable amount and an impairment loss is recognised immediately in profit and loss.

CONTRAFLOW LIMITED (REGISTERED NUMBER: SC105179)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024

2. ACCOUNTING POLICIES - continued

Financial instruments
The group only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, loans to and from related parties and investments in non-puttable ordinary shares.

Debt instruments like loans and other accounts receivable and payable are initially measured at present value of the future payments and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and trade creditors, are measured, initially and subsequently, at the undiscounted amount of cash or other consideration expected to be paid or received.

Investments in non-convertible preference shares and in non-puttable ordinary and preference shares are measured at fair value with changes recognised in profit and loss if the shares are publicly traded or their fair value can be measured reliably or at cost less impairment for all other investments.

Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for evidence of impairment and if found, an impairment loss is recognised in profit or loss.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

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

Taxation
Taxation represents the sum of tax currently payable and deferred tax. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

The charge for taxation takes into account taxation deferred as a result of timing differences between the treatment of certain items for taxation and accounting purposes. In general, deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. However, deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred taxation is measured on a non-discounted basis at the tax rates that are expected to apply in the periods in which the timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

With the exception of changes arising on the initial recognition of a business combination, the tax expense is presented either in profit or loss, other comprehensive income or statement of changes in equity depending on the transaction that resulted in the tax expense.

Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

CONTRAFLOW LIMITED (REGISTERED NUMBER: SC105179)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024

2. ACCOUNTING POLICIES - continued

Employee benefits
The cost of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Provisions
Provisions are recognised when the group has a legal or constructive obligation at the reporting date as a result of a past event, it is probable that the company will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are recognised at the best estimate of the amount required to settle the obligation at the reporting date.

Fixed asset investments
Investments in subsidiary and associate undertakings are recognised at cost in the parent company.

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

2024 2023
£    £   
Rendering of services 13,104,426 11,667,482
13,104,426 11,667,482

An analysis of turnover by geographical market is given below:

2024 2023
£    £   
United Kingdom 13,104,426 11,667,482
13,104,426 11,667,482

4. EMPLOYEES AND DIRECTORS
2024 2023
£    £   
Wages and salaries 5,509,057 4,966,836
Social security costs 519,973 491,756
Other pension costs 212,080 118,709
6,241,110 5,577,301

CONTRAFLOW LIMITED (REGISTERED NUMBER: SC105179)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024

4. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
2024 2023

Site 113 87
Operations 32 21
Administrative 12 16
157 124

The average number of employees by undertakings that were proportionately consolidated during the year was 11 (2023 - 13 ) .

2024 2023
£    £   
Directors' remuneration 497,900 564,000
Directors' pension contributions to money purchase schemes 87,420 21,665

Information regarding the highest paid director is as follows:
2024 2023
£    £   
Emoluments etc 167,000 285,667

5. OPERATING PROFIT

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

2024 2023
£    £   
Depreciation - owned assets 687,750 623,019
Loss/(profit) on disposal of fixed assets 26,223 (16,468 )
Auditors' remuneration 13,500 11,600

6. INTEREST RECEIVABLE AND SIMILAR INCOME
2024 2023
£    £   
Deposit account interest 82,567 9,372

7. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£    £   
HMRC interest 5 -
Hire purchase 2,485 4,961
2,490 4,961

CONTRAFLOW LIMITED (REGISTERED NUMBER: SC105179)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024

8. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2024 2023
£    £   
Current tax:
UK corporation tax 401,577 350,446

Deferred tax 321,039 28,678
Tax on profit 722,616 379,124

UK corporation tax has been charged at 25 % .

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£    £   
Profit before tax 1,912,999 1,896,030
Profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2023 - 20.496 %)

478,250

388,610

Effects of:
Expenses not deductible for tax purposes 27,986 23,480
Income not taxable for tax purposes (6,262 ) (5,327 )
Capital allowances in excess of depreciation (93,519 ) (56,317 )
Utilisation of tax losses (4,878 ) -
Adjustments to tax charge in respect of previous periods 321,039 28,678
Total tax charge 722,616 379,124

9. INDIVIDUAL PROFIT AND LOSS ACCOUNT

As permitted by Section 408 of the Companies Act 2006, the profit and loss account of the parent company is not presented as part of these financial statements.

10. DIVIDENDS
2024 2023
£    £   
Ordinary shares of £1 each
Interim 397,000 267,000

CONTRAFLOW LIMITED (REGISTERED NUMBER: SC105179)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024

11. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
Additions 52,638
At 30 June 2024 52,638
NET BOOK VALUE
At 30 June 2024 52,638

12. TANGIBLE FIXED ASSETS

Group
Improvements
Freehold to Plant and
property property machinery
£    £    £   
COST
At 1 July 2023 - 36,303 1,208,577
Additions 862,527 - 240,194
Disposals - - (97,274 )
At 30 June 2024 862,527 36,303 1,351,497
DEPRECIATION
At 1 July 2023 - 36,302 828,846
Charge for year - - 160,740
Eliminated on disposal - - (74,813 )
At 30 June 2024 - 36,302 914,773
NET BOOK VALUE
At 30 June 2024 862,527 1 436,724
At 30 June 2023 - 1 379,731

CONTRAFLOW LIMITED (REGISTERED NUMBER: SC105179)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024

12. TANGIBLE FIXED ASSETS - continued

Group

Fixtures
and Motor Computer
fittings vehicles equipment Totals
£    £    £    £   
COST
At 1 July 2023 39,026 2,977,345 90,238 4,351,489
Additions - 783,800 136,452 2,022,973
Disposals - (245,438 ) (10,352 ) (353,064 )
At 30 June 2024 39,026 3,515,707 216,338 6,021,398
DEPRECIATION
At 1 July 2023 20,679 1,918,564 39,994 2,844,385
Charge for year 2,570 483,786 40,654 687,750
Eliminated on disposal - (213,968 ) (10,352 ) (299,133 )
At 30 June 2024 23,249 2,188,382 70,296 3,233,002
NET BOOK VALUE
At 30 June 2024 15,777 1,327,325 146,042 2,788,396
At 30 June 2023 18,347 1,058,781 50,244 1,507,104

Included above is £nil (2023: £87,953) carrying value of assets which the group has pledged as security.

CONTRAFLOW LIMITED (REGISTERED NUMBER: SC105179)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024

12. TANGIBLE FIXED ASSETS - continued

Company
Improvements
Freehold to Plant and
property property machinery
£    £    £   
COST
At 1 July 2023 - 36,303 1,208,577
Additions 862,527 - 199,555
Disposals - - -
At 30 June 2024 862,527 36,303 1,408,132
DEPRECIATION
At 1 July 2023 - 36,302 828,846
Charge for year - - 159,855
Eliminated on disposal - - -
At 30 June 2024 - 36,302 988,701
NET BOOK VALUE
At 30 June 2024 862,527 1 419,431
At 30 June 2023 - 1 379,731

Fixtures
and Motor Computer
fittings vehicles equipment Totals
£    £    £    £   
COST
At 1 July 2023 39,026 2,977,345 90,238 4,351,489
Additions - 749,428 132,979 1,944,489
Disposals - (245,438 ) - (245,438 )
At 30 June 2024 39,026 3,481,335 223,217 6,050,540
DEPRECIATION
At 1 July 2023 20,679 1,918,564 39,994 2,844,385
Charge for year 2,570 481,479 40,257 684,161
Eliminated on disposal - (213,968 ) - (213,968 )
At 30 June 2024 23,249 2,186,075 80,251 3,314,578
NET BOOK VALUE
At 30 June 2024 15,777 1,295,260 142,966 2,735,962
At 30 June 2023 18,347 1,058,781 50,244 1,507,104

Included above is £nil (2023: £87,953) carrying value of assets which the company has pledged as security.

CONTRAFLOW LIMITED (REGISTERED NUMBER: SC105179)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024

13. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertaking
£   
COST
Additions 107,000
At 30 June 2024 107,000
NET BOOK VALUE
At 30 June 2024 107,000


The subsidiary, CTM Carlisle Limited - Company Number 05366157 is seeking to obtain an exemption from audit under section 479A of the Companies Act 2006 and the parent company, Contraflow Limited - Company Number SC105179 is guaranteeing its obligations at the balance sheet date.

All subsidiary undertakings are included in the consolidation.

14. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Trade debtors 2,301,640 1,913,382 2,175,938 1,913,382
Other debtors - - 107,482 -
Prepayments and accrued income 718,362 660,469 714,070 660,469
3,020,002 2,573,851 2,997,490 2,573,851

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Hire purchase contracts (see note 16) - 37,328 - 37,328
Trade creditors 157,519 152,570 143,966 152,570
Tax 225,845 362,863 225,813 362,863
Social security and other taxes 720,705 653,110 683,161 653,110
Accrued expenses 963,047 722,193 949,643 722,193
2,067,116 1,928,064 2,002,583 1,928,064

CONTRAFLOW LIMITED (REGISTERED NUMBER: SC105179)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024

16. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
2024 2023
£    £   
Net obligations repayable:
Within one year - 37,328

Company
Hire purchase contracts
2024 2023
£    £   
Net obligations repayable:
Within one year - 37,328

Company
Non-cancellable operating leases
2024 2023
£    £   
Within one year 158,340 187,226
Between one and five years 380,835 344,675
In more than five years 26,042 100,125
565,217 632,026

17. SECURED DEBTS

Virgin Money PLC holds a floating charge over the assets of the company.

18. PROVISIONS FOR LIABILITIES

Group Company
2024 2023 2024 2023
£    £    £    £   
Deferred tax 613,121 292,082 613,121 292,082

CONTRAFLOW LIMITED (REGISTERED NUMBER: SC105179)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024

18. PROVISIONS FOR LIABILITIES - continued

Group
Deferred
tax
£   
Balance at 1 July 2023 292,082
Accelerated capital allowances 321,039
Balance at 30 June 2024 613,121

Company
Deferred
tax
£   
Balance at 1 July 2023 292,082
Accelerated capital allowances 321,039
Balance at 30 June 2024 613,121

19. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £ £
20 A Ordinary £1 20 20
18 B Ordinary £1 18 18
18 C Ordinary £1 18 18
1 D Ordinary £1 1 1
1 E Ordinary £1 1 1
1 F Ordinary £1 1 1
1 G Ordinary £1 1 1
60 60

All share classes rank equally in all respects. The rights attached to the Ordinary shares shall be determined from time to time in meetings by the directors.

CONTRAFLOW LIMITED (REGISTERED NUMBER: SC105179)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024

20. RESERVES

Group
Capital
Retained redemption
earnings reserve Totals
£    £    £   

At 1 July 2023 6,003,935 40 6,003,975
Profit for the year 1,190,383 1,190,383
Dividends (397,000 ) (397,000 )
At 30 June 2024 6,797,318 40 6,797,358

Company
Capital
Retained redemption
earnings reserve Totals
£    £    £   

At 1 July 2023 6,003,935 40 6,003,975
Profit for the year 1,175,205 1,175,205
Dividends (397,000 ) (397,000 )
At 30 June 2024 6,782,140 40 6,782,180

Contraflow Limited purchased 100% of the share capital of CTM Carlisle Ltd on the 25th of March 2024.

Details of the business combination are shown below:



Book value
Fair value
adjustments

Fair Value
£ £ £
Fixed Assets
Tangible assets 64,871 - 64,871

Current Assets
Debtors 53,130 - 53,130
Bank 13,190 - 13,190
Total Assets 131,191 - 131,191

Creditors
Due within one year (76,829 ) - (76,829 )

Total identifiable net assets 54,362 54,362

Goodwill - - 52,638

Total purchase consideration 107,000


CONTRAFLOW LIMITED (REGISTERED NUMBER: SC105179)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024

21. PENSION COMMITMENTS

The group pays into the personal pensions of certain employees and the directors. The assets of the schemes are held separately from those of the group in independently administered funds. Contributions this year amounted to £212,080 (2023: £118,709). The contributions outstanding at the year-end totalled £81,750 (2023: £24,409).

22. RELATED PARTY DISCLOSURES

During the year, the company paid rental charges of £9,600 (2023: £9,600) to parties related to the Directors J D MacDonald and R Nesbitt.

During the year, dividends of £397,000 (2023: £267,000) were paid, £310,000 (2023: £180,000) to key management personnel and £87,000 (2023: £87,000) to other related parties.