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Registration number: 14713884

Break UK Holdings Limited

Annual Report and Consolidated Financial Statements

for the Year Ended 31 July 2024

 

Break UK Holdings Limited

Contents

Company Information

1

Strategic Report

2 to 3

Directors' Report

4

Statement of Directors' Responsibilities

5

Independent Auditor's Report

6 to 8

Consolidated Profit and Loss Account

9

Consolidated Balance Sheet

10

Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Statement of Changes in Equity

13

Consolidated Statement of Cash Flows

14

Notes to the Financial Statements

15 to 26

 

Break UK Holdings Limited

Company Information

Directors

Mr C Armstrong

Mr G Howard

Mr A Karni-Cohen

Mr T Wieder

Registered office

24 Montpelier Grove
London
NW5 2XD

Auditors

Hazlewoods LLP
Staverton Court
Staverton
Cheltenham
GL51 0UX

 

Break UK Holdings Limited

Strategic Report for the Year Ended 31 July 2024

The directors present their strategic report for the year ended 31 July 2024.

Principal activity

The principal activity of the Group during the year was Groundworks, Drainage, Civil Engineering, Highways, Earthworks, Remediation, and Highways works across the UK.

Fair review of the business

In November 2023, SOC UK Holdings Limited (a 50.1% subsidiary of Break UK Holdings Limited) acquired 100% of the issued share capital of the DJ Civils Limited group.

The DJ Civils Limited group (the Group) delivered a successful year of growth supported by strong investment in people and systems.

Turnover for the Group increased by 8.3% to £24.7 million. The Group saw strong retention rates in excess of 90% with its blue chip client base, and the Group was awarded work from new clients in both the commercial and residential sectors. The roadworks consultancy Franklin Infrastructure also saw significant growth boosted by its growing reputation for handling complex roadworks projects.

The Group maintained a gross profit margin of 16.6% despite facing strong headwinds with materials and wage inflation and operating profit margin was 10.1%.

Following the acquisition in late 2023 from external new investors the newly formed Group is reporting a balance sheet net asset value of £5.6 million.

Principal risks and uncertainties

The Group is exposed to the risks of the traditional construction sector and seeks to manage these in a proactive and effective manner. Key risks identified by the directors, and their mitigations, include:

Market dynamics:
Many of the Group’s largest customers are blue chip residential developers who are exposed to the performance of the broader housing market. In the last financial year this remained at a slower pace than historically. The directors believe this will develop since the change of government, and have also overseen diversification of the Group’s revenues into other non-correlated sectors.

Health & safety:
The Group’s activities are monitored closely at every level of delivery to ensure compliance with industry standards for health and safety.

Liquidity:
The last twelve months saw many companies in the industry suffer significant disruption due to cashflow constraints. The Group has delivered strong positive cashflow in every year of its trading since inception, and further strengthened its balance sheet in 2023 via investment. The Group monitor cashflow on a regular basis to ensure the business remains sufficiently liquid.

People:
The ongoing retention and recruitment of high calibre people is a key risk, especially with a continued skilled labour shortage in the construction industry. The Group focuses on training and development, team building and culture to enhance our retention of key individuals.

Credit Risk:
The Group credit check all new customers and setup credit monitoring tools to notify of any significant changes to their financial status. Customer exposure is reviewed in detail on a quarterly basis, with customers being assigned to an internally developed risk based score, which triggers a tailored risk based management plan for the quarter ahead. In addition to this, we only maintain large credit exposures with customers that are well known to the Group, who are financially secure and have a strong proven track record of on time payment.

 

Break UK Holdings Limited

Strategic Report for the Year Ended 31 July 2024

Directors' Statement of responsibilities under 172 of the Companies Act 2006


Customers
We continue to strive to understand our customers' goals and values and help them to achieve these collaboratively with a high level of customer service. This approach has resulted in the Group continuing to secure repeat business from all our key customers, as well as winning work from many new customers who are impressed with our behaviours, values, collaborative approach, and our technical expertise.

Employees
The vision statement of the Group is to be an “employer and contractor of choice”, in recognition of how important our employees are in affecting how well we perform for our customers. The business continues to align itself to investors in people and maintains best practice and ensuring people continue to be at the centre of our business.

Suppliers
The Groups wide network of supply chain partners are an integral part of the delivery team. We have a dedicated supply chain management team who focus on maintaining relationships, compliance, communication and aligning working practices. This team do 360 reviews and host supply chain days as some of the many things we do to maintain engagement and collaboration across the network. We also pride ourselves on paying suppliers promptly.

Social Value
The Group understands the importance of adding value to the communities in which we work, supporting them and allowing them to thrive and become more prosperous. Our support for local supply chain partners is continuing across the regions and helping us add social value alongside reducing our environmental footprint.

The Group supports a diverse range of causes. In the fiscal year, we supported Dandelion Time.

Approved by the Board on 29 April 2025 and signed on its behalf by:


Mr A Karni-Cohen
Director

 

Break UK Holdings Limited

Directors' Report for the Year Ended 31 July 2024

The directors present their report and the for the year ended 31 July 2024.

Directors of the company

The directors who held office during the year were as follows:

Mr C Armstrong (appointed 24 November 2023)

Mr G Howard (appointed 24 November 2023)

Mr A Karni-Cohen (appointed 10 November 2023)

Mr T Wieder (appointed 10 November 2023)

Mr M Ward (resigned 10 November 2023)

Results and dividends

The profit for the year, after taxation amounted to £1,207,536.

Employment of disabled persons

Our disability policy sets out our commitment to both potential and actual employees with a disability, and provides a framework to ensure that the company offers a supportive environment for any employee with a disability.

Applicants are not routinely asked about health or disability before a job offer is made except to establish any reasonable adjustment needed to enable them to participate in the recruitment process or for the purpose of equal opportunity monitoring.

Opportunities are available to staff regardless of any disability. Where staff undertake training or development we identify additional needs in relation to access, equipment, or facilities and relevant adjustments will be made wherever possible in order to enable full participation in any such programme.

Our equal opportunities policy sets out that progression within the organisation is based on objective criteria, with a formal and documented review process.

Information included in the Strategic Report

Details of future developments, engagement with employees, customers and suppliers can be found in the strategic report.

Disclosure of information to the auditor

Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 29 April 2025 and signed on its behalf by:


Mr A Karni-Cohen
Director

 

Break UK Holdings Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Break UK Holdings Limited

Independent Auditor's Report to the Members of Break UK Holdings Limited

Opinion

We have audited the financial statements of Break UK Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 July 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and 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 the parent company's affairs as at 31 July 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 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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 matter 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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and 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 our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

 

Break UK Holdings Limited

Independent Auditor's Report to the Members of Break UK Holdings Limited

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 5, 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.

Auditor Responsibilities for the audit of the financial statements

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

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

• We considered the nature of the company’s industry and its control environment and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We
also enquired of management about their own identification and assessment of the risks and irregularities.

• We obtained an understanding of the legal and regulatory framework that the company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.

• We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits conducted in accordance with ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

 

Break UK Holdings Limited

Independent Auditor's Report to the Members of Break UK Holdings 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 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.





Ryan Hancock (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Staverton Court
Staverton
Cheltenham
GL51 0UX

29 April 2025

 

Break UK Holdings Limited

Consolidated Profit and Loss Account for the Year Ended 31 July 2024

Note

2024
£

2023
£

Turnover

3

19,232,822

-

Cost of sales

 

(15,950,743)

-

Gross profit

 

3,282,079

-

Administrative expenses

 

(1,128,430)

-

Other operating income

(3,646)

-

Operating profit

4

2,150,003

-

Other interest receivable and similar income

1,531

-

Interest payable and similar expenses

5

(374,822)

-

   

(373,291)

-

Profit before tax

 

1,776,712

-

Tax on profit

9

(569,176)

-

Profit for the financial year

 

1,207,536

-

Profit/(loss) attributable to:

 

Owners of the company

 

235,145

-

Minority interests

 

972,391

-

 

1,207,536

-

The above results were derived from continuing operations.

The group has no recognised gains or losses for the year other than the results above.

 

Break UK Holdings Limited

(Registration number: 14713884)
Consolidated Balance Sheet as at 31 July 2024

Note

2024
£

2023
£

Fixed assets

 

Intangible assets

10

7,495,860

-

Tangible assets

12

175,346

-

 

7,671,206

-

Current assets

 

Stocks

14

178,735

-

Debtors

15

6,271,992

1

Cash at bank and in hand

 

904,181

-

 

7,354,908

1

Creditors: Amounts falling due within one year

17

(7,401,473)

-

Net current (liabilities)/assets

 

(46,565)

1

Total assets less current liabilities

 

7,624,641

1

Creditors: Amounts falling due after more than one year

17

(1,998,297)

-

Net assets

 

5,626,344

1

Capital and reserves

 

Called up share capital

20

300,000

1

Retained earnings

235,145

-

Equity attributable to owners of the company

 

535,145

1

Minority interests

 

5,091,199

-

Shareholders' funds

 

5,626,344

1

Approved and authorised by the Board on 29 April 2025 and signed on its behalf by:
 

Mr A Karni-Cohen
Director

 

Break UK Holdings Limited

(Registration number: 14713884)
Balance Sheet as at 31 July 2024

Note

2024
£

2023
£

Fixed assets

 

Investments

13

2,348,397

-

Current assets

 

Debtors

15

1,795,879

1

Cash at bank and in hand

 

73,864

-

 

1,869,743

1

Creditors: Amounts falling due within one year

17

(3,271,725)

-

Net current (liabilities)/assets

 

(1,401,982)

1

Total assets less current liabilities

 

946,415

1

Creditors: Amounts falling due after more than one year

17

(784,051)

-

Net assets

 

162,364

1

Capital and reserves

 

Called up share capital

20

300,000

1

Retained earnings

(137,636)

-

Shareholders' funds

 

162,364

1

The company made a loss after tax for the financial year of £137,636 (2023 - loss of £-).

Approved and authorised by the Board on 29 April 2025 and signed on its behalf by:
 

Mr A Karni-Cohen
Director

 

Break UK Holdings Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 July 2024
Equity attributable to the parent company

Share capital
£

Retained earnings
£

Total
£

Non-controlling interests - Equity
£

Total equity
£

At 1 August 2023

1

-

1

-

1

Profit for the year

-

235,145

235,145

972,391

1,207,536

Non-controlling interest on Acquisition of subsidiaries

-

-

-

4,168,808

4,168,808

Dividends

-

-

-

(50,000)

(50,000)

New share capital subscribed

299,999

-

299,999

-

299,999

At 31 July 2024

300,000

235,145

535,145

5,091,199

5,626,344

 

Break UK Holdings Limited

Statement of Changes in Equity for the Year Ended 31 July 2024

Share capital
£

Retained earnings
£

Total
£

At 1 August 2023

1

-

1

Loss for the year

-

(137,636)

(137,636)

New share capital subscribed

299,999

-

299,999

At 31 July 2024

300,000

(137,636)

162,364

Share capital
£

Total
£

New share capital subscribed

1

1

At 31 July 2023

1

1

 

Break UK Holdings Limited

Consolidated Statement of Cash Flows for the Year Ended 31 July 2024

Note

2024
£

2023
£

Cash flows from operating activities

Profit for the year

 

1,207,536

-

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

4

590,835

-

Loss on disposal of tangible assets

7,061

-

Finance income

(1,531)

-

Finance costs

374,822

-

Income tax expense

9

569,176

-

 

2,747,899

-

Working capital adjustments

 

Increase in stocks

14

(178,735)

-

Increase in trade debtors

15

(1,641,932)

-

Increase in trade creditors

17

1,719,535

-

Cash generated from operations

 

2,646,767

-

Income taxes paid

9

(933,291)

-

Net cash flow from operating activities

 

1,713,476

-

Cash flows from investing activities

 

Interest received

1,531

-

Acquisitions of tangible assets

(20,743)

-

Proceeds from sale of tangible assets

 

11,309

-

Acquisition of intangible assets

10

(5,011,654)

-

Cash held on acquisition

 

521,624

-

Net cash flows from investing activities

 

(4,497,933)

-

Cash flows from financing activities

 

Interest paid

(82,278)

-

Proceeds from issue of ordinary shares, net of issue costs

 

300,000

-

Repayment of bank borrowing

 

(6,667)

-

Proceeds from other borrowing draw downs

 

3,820,000

-

Repayment of other borrowing

 

(266,666)

-

Payments to finance lease creditors

 

(25,751)

-

Dividends paid to Minority Interest

(50,000)

-

Net cash flows from financing activities

 

3,688,638

-

Net increase in cash and cash equivalents

 

904,181

-

Cash and cash equivalents at 1 August

 

-

-

Cash and cash equivalents at 31 July

 

904,181

-

 

Break UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 July 2024

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
24 Montpelier Grove
London
NW5 2XD
England

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 July 2024.

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

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

 

Break UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 July 2024

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying 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. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
 

Judgements

No significant judgements have been made by management in preparing these financial statements.

Key sources of estimation uncertainty

No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies..

Revenue recognition

Revenue in respect of long-term contracts for ongoing services represents the value of work done in the year recognised by reference to the overall stage of completion. This is measured by reference to costs incurred to date as a percentage of the expected total cost to completion of the contract. Variations in the contract work, claims and incentive payments are included to the extent that the amount can be measured reliably, and its receipt is considered probable. Revenue is generally recognised as contract activity progresses so that for incomplete contracts it reflects partial performance of the contractual obligations. For such contracts, the amount of revenue reflects the accrual of the right to consideration by reference to the value of work performed. Revenue not billed to clients is recognised within debtors.

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

 

Break UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 July 2024

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Goodwill

Goodwill is amortised over its useful life, which shall not exceed five years if a reliable estimate of the useful life cannot be made.

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.

Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.


Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.

 

Break UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 July 2024

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.

Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.

Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

 

Break UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 July 2024

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Financial instruments


Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

 Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

 

Break UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 July 2024

 

3

Turnover

The analysis of the group's Turnover for the year from continuing operations is as follows:

2024
£

2023
£

Rendering of services

19,202,702

-

Other revenue

30,120

-

19,232,822

-

The total turnover of the company has been derived from its principal activity wholly undertaken in the United Kingdom.

 

4

Operating profit

Arrived at after charging/(crediting)

2024
£

2023
£

Depreciation expense

41,105

-

Amortisation expense

550,000

-

Operating lease expense - property

11,489

-

Operating lease expense - plant and machinery

2,209,796

-

Operating lease expense - other

124,096

-

 

5

Interest payable and similar expenses

2024
£

2023
£

Interest on obligations under finance leases and hire purchase contracts

1,364

-

Interest expense on other finance liabilities

373,458

-

374,822

-

 

6

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2024
£

2023
£

Wages and salaries

1,564,774

-

Social security costs

181,151

-

Pension costs, defined contribution scheme

27,307

-

1,773,232

-

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2024
No.

2023
No.

Administration and support

38

-

38

-

Company
The company incurred no staff costs and had no employees other than the directors.

 

Break UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 July 2024

 

7

Directors' remuneration

The directors' received no remuneration for the year.

 

8

Auditors' remuneration

2024
£

2023
£

Audit of these financial statements

20,037

-


 

 

9

Taxation

Tax charged/(credited) in the consolidated profit and loss account

2024
£

2023
£

Current taxation

UK corporation tax

661,919

-

Deferred taxation

Arising from origination and reversal of timing differences

(92,743)

-

Tax expense in the income statement

569,176

-

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - the same as the standard rate of corporation tax in the UK) of 25% (2023 - 0%).

The differences are reconciled below:

2024
£

2023
£

Profit before tax

1,776,712

-

Corporation tax at standard rate

444,178

-

Effect of expense not deductible in determining taxable profit (tax loss)

151,642

-

Further item of tax decrease

(26,644)

-

Total tax charge

569,176

-

Deferred tax

Group

Deferred tax assets and liabilities

2024

Asset
£

Accelerated capital allowances

(42,240)

Tax losses carried forward

80,706

38,466

Company

Deferred tax assets and liabilities

2024

Asset
£

Tax losses carried forward

45,879

45,879

 

Break UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 July 2024

 

10

Intangible assets

Group

Goodwill
 £

Cost or valuation

Additions acquired separately

8,045,860

At 31 July 2024

8,045,860

Amortisation

Amortisation charge

550,000

At 31 July 2024

550,000

Carrying amount

At 31 July 2024

7,495,860

 

11

Business combinations

On 15 November 2023, SOC UK Holdings Limited (a 50.1% subsidiary of Break UK Holdings Limited) acquired 100% of the issued share capital of DJ Civils Limited and its subsidiaries , obtaining control.

DJ Civils Limited and its subsidiaries contributed £19,232,822 revenue and £1,207,536 to the group's profit for the period between the date of acquisition and the Balance Sheet date.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
 

Book value
2024
£

Assets and liabilities acquired

Financial assets

4,622,537

Tangible assets

213,808

Financial liabilities

(1,701,743)

Total identifiable assets

3,134,602

Goodwill

8,045,860

Total consideration

11,180,462

 

Break UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 July 2024

 

12

Tangible assets

Group

Furniture, fittings and equipment
 £

Motor vehicles
 £

Total
£

Cost or valuation

Additions

8,034

12,709

20,743

Acquired through business combinations

89,927

250,872

340,799

Disposals

(374)

(41,750)

(42,124)

At 31 July 2024

97,587

221,831

319,418

Depreciation

Charge for the year

9,378

31,456

40,834

Eliminated on disposal

(73)

(23,680)

(23,753)

Acquired through business combinations

20,059

106,932

126,991

At 31 July 2024

29,364

114,708

144,072

Carrying amount

At 31 July 2024

68,223

107,123

175,346

 

13

Investments

Company

Subsidiaries

£

Cost or valuation

Additions

2,348,397

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

2024

2023

Subsidiary undertakings

SOC UK Limited

Global House, 5-10 Sparrow Way, Lakesview International Business Park, Hersden, Kent, CT3 4JH

England and Wales

A Ordinary Shares

50.1%

0%

DJ Civils Limited

Global House, 5-10 Sparrow Way, Lakesview International Business Park, Hersden, Kent, CT3 4JH

England and Wales

Ordinary

50.1%

0%

Franklin Infrastructure Services Limited

Global House, 5-10 Sparrow Way, Lakesview International Business Park, Hersden, Kent, CT3 4JH

England and Wales

Ordinary

33.57%

0%

 

Break UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 July 2024

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

Franklin Highway Services Limited

Global House, 5-10 Sparrow Way, Lakesview International Business Park, Hersden, Kent, CT3 4JH

England and Wales

Ordinary

25.05%

0%

Subsidiary undertakings

SOC UK Limited

The principal activity of SOC UK Limited is an interrnediate holding company.

DJ Civils Limited

The principal activity of DJ Civils Limited is groundworks, drainage, civil engineering, earthworks and remediation.

Franklin Infrastructure Services Limited

The principal activity of Franklin Infrastructure Services Limited is construction of civil engineering projects.

Franklin Highway Services Limited

The principal activity of Franklin Highway Services Limited is civil engineering however activities ceased following the year end.

 

14

Stocks

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Raw materials and consumables

143,000

-

-

-

Work in progress

35,735

-

-

-

178,735

-

-

-

 

15

Debtors

   

Group

Company

Note

2024
£

2023
£

2024
£

2023
£

Trade debtors

 

4,117,546

-

-

-

Amounts owed by related parties

-

-

1,750,000

-

Other debtors

 

18,670

1

-

1

Prepayments

 

23,339

-

-

-

Gross amount due from customers for contract work

 

2,073,971

-

-

-

Deferred tax assets

9

38,466

-

45,879

-

 

6,271,992

1

1,795,879

1

 

16

Cash and cash equivalents

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Cash at bank

904,181

-

73,864

-

 

Break UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 July 2024

 

17

Creditors

   

Group

Company

Note

2024
£

2023
£

2024
£

2023
£

Due within one year

 

Loans and borrowings

18

3,602,143

-

3,035,949

-

Trade creditors

 

2,484,517

-

-

-

Amounts due to related parties

-

-

730

-

Social security and other taxes

 

8,970

-

-

-

Outstanding defined contribution pension costs

 

11,275

-

-

-

Other payables

 

39,886

-

-

-

Accruals

 

776,553

-

235,046

-

Corporation tax liability

9

219,306

-

-

-

Deferred income

 

258,823

-

-

-

 

7,401,473

-

3,271,725

-

Due after one year

 

Loans and borrowings

18

1,998,297

-

784,051

-

 

18

Loans and borrowings

Current loans and borrowings

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Bank borrowings

10,000

-

-

-

Finance lease liabilities

22,860

-

-

-

Other borrowings

3,569,283

-

3,035,949

-

3,602,143

-

3,035,949

-

Non-current loans and borrowings

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Bank borrowings

8,333

-

-

-

Finance lease liabilities

5,913

-

-

-

Redeemable preference shares

784,051

-

784,051

-

Other borrowings

1,200,000

-

-

-

1,998,297

-

784,051

-

Group

Bank borrowings

The Bounce Bank Loan is denominated in GB£ with a nominal interest rate of 2.5%, and the final instalment is due on 4 May 2026. The carrying amount at year end is £18,333 (2023 - £Nil).

Other borrowings

Vendor Loan Notes is denominated in GB£ with a nominal interest rate of 10%, and the final instalment is due on 31 December 2027. The carrying amount at year end is £1,733,334 (2023 - £Nil).

 

Break UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 July 2024

Shareholder Loans is denominated in GB£ with a nominal interest rate of 6.32%. The carrying amount at year end is £3,035,949 (2023 - £Nil).

The Shareholder Loans have no fixed repayment terms.

Preference shares

On 16 November 2023 the company issued 784,051 £1 Preference shares. The holders of the Preference Shares are entitled to a rolled up, fixed preferential dividend of 6.32% per annum, able to attend at General Meetings but are not entitle to vote at those meetings.

 

19

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £27,307 (2023 - £Nil).

Contributions totalling £11,275 (2023 - £Nil) were payable to the scheme at the end of the year and are included in creditors.

 

20

Share capital

Allotted, called up and fully paid shares

2024

2023

No.

£

No.

£

A Ordinary Shares of £1 each

200,000

200,000

-

-

B Ordinary Shares of £1 each

100,000

100,000

-

-

Ordinary Shares of £1 each

-

-

1

1

300,000

300,000

1

1

On 10 November 2023 the £1 Ordinary share in issue was redesignated as a £1 B Ordinary share.

On 16 November 2023, the company issues 200,000 £1 A Ordinary shares at par and 99,999 £1 B Ordinary shares at par.

A and B Ordinary shares have the same rights in all respects but are capable of receiving separate dividends.