RC INFRA CONSTRUCTION LTD
COMPANY INFORMATION
Directors
Mr A Oral
Mr I C Karasayar
(Appointed 28 June 2024)
Company number
12744812
Registered office
2nd Floor
Somerset House
47-49 London Road
Redhill
Surrey
England
RH1 1LU
Auditor
Lawrence Grant LLP
2nd Floor
Hygeia House
66 College Road
Harrow
Middlesex
United Kingdom
HA1 1BE
RC INFRA CONSTRUCTION LTD
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Profit and loss account
9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 24
RC INFRA CONSTRUCTION LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

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

Review of the business

The Company was established in 2020 as part of the Rönesans Holding A.Ş. group, with its primary purpose being the procurement and export of construction materials for the group's projects. Since its establishment, the Company has been procuring materials in the UK for a high-speed railway project and exporting them to the project's location in Türkiye. In the future, the Company will continue to fulfill this role for other projects that require UK-sourced materials. The Company's main material suppliers are UK-based third parties, while its principal customer is the contractor responsible for the project in Türkiye. Operations are primarily financed through advances received from the customer and profits generated from sales.

 

The Company also operates a branch in the Republic of Türkiye, which holds a contract for the same project, covering a specific scope of construction and installation of the exported materials.

 

In 2024, the project experienced an increase in construction volume, which contributed to the Company's growth, as reflected in the rise in balance sheet figures, turnover, costs, and overall financial results.

 

Including the branch, turnover increased to £78.4 million (2023: £13.3 million), while the gross profit margin remained stable, as expected. Operating profit rose to £5.3 million (2023: £81k). Additionally, an increase was recorded in excess advances via bank accounts. The profit for the year, including the branch, increased to £4 million (2023: £52k).

 

The Company has been expanding its workforce and will continue to do so. During the first quarter of the year, the Company relocated to a new office, which it shares with other group companies.

Key Performance Indicators

The directors review and monitor all aspects of the business but consider that turnover, gross margin and operating profit are the key performance indicators for the business. These have been set out in the Review of the Business above.

 

Directors also focus on the timely procurement and delivery of materials for the project.

 

Throughout the year, all delivery milestones were met.

Principal Risks and Uncertainties

Supply Chain Risk

There is a risk that ordered construction materials may not be available on time, potentially causing delays in the main project. However, the directors believe this risk is mitigated as the majority of planned procurement is secured through signed agreements with suppliers.

 

Price Risk

Unexpected or significant price increases may exert pressure on profit margins and overall financial results. The directors manage this risk by incorporating commercial safeguards into procurement contracts to the extent possible. At the branch level, a fixed-margin agreement on construction costs helps mitigate profitability risks.

 

Foreign Currency Risk

Most purchases and sales are conducted in euros, in line with the economic structure of the main customer, while some costs at the branch level are incurred in Turkish lira. In the UK, this risk is minimized by balancing receivables and advances where feasible.

Future Plans and Developments

The main project is expected to be completed in 2027–2028, and the Company’s procurement activities are aligned with this timeline. There are no major plans to alter the Company’s financing structure, core operations, or office locations. The Company will continue to expand its workforce and may engage in additional projects requiring procurement services in the UK.

- 1 -
RC INFRA CONSTRUCTION LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

On behalf of the board

Mr A Oral
Mr I C Karasayar
Director
Director
1 May 2025
- 2 -
RC INFRA CONSTRUCTION LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company continued to be construction of civil engineering projects. As part of the registered activities, the company has been mainly involved in procurement and export of construction materials.

Branches

Included in these financial statements are the trading results of a foreign branch of the company operating in Turkey called RC Infra Ankara.

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

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

Mr A Oral
Mr R Simmons
(Resigned 30 June 2024)
Mr I C Karasayar
(Appointed 28 June 2024)
Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

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

In preparing these financial statements, the directors are required to:

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the 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.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

- 3 -
RC INFRA CONSTRUCTION LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
On behalf of the board
Mr A Oral
Mr I C Karasayar
Director
Director
1 May 2025
- 4 -
RC INFRA CONSTRUCTION LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF RC INFRA CONSTRUCTION LTD
Opinion

We have audited the financial statements of RC Infra Construction Ltd (the 'company') for the year ended 31 December 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

 

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

 

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- 5 -
RC INFRA CONSTRUCTION LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF RC INFRA CONSTRUCTION LTD (CONTINUED)
Matters on which we are required to report by exception

In the light of the 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 or the directors' report.

 

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

Responsibilities of directors
- 6 -

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

RC INFRA CONSTRUCTION LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF RC INFRA CONSTRUCTION LTD (CONTINUED)

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 specific procedures for this engagement and the extent to which these 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 law and regulations, was as follows:

 

 

 

 

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur by:

 

 

The areas that we identified as being susceptible to misstatement through fraud were:

 

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

- 7 -
RC INFRA CONSTRUCTION LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF RC INFRA CONSTRUCTION LTD (CONTINUED)

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

V R Thayalan (Senior Statutory Auditor)
For and on behalf of Lawrence Grant LLP, Statutory Auditor
Chartered Accountants
2nd Floor
Hygeia House
66 College Road
Harrow
Middlesex
HA1 1BE
United Kingdom
1 May 2025
- 8 -
RC INFRA CONSTRUCTION LTD
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
2024
2023
Notes
£
£
Turnover
3
78,445,844
13,335,312
Cost of sales
(71,477,451)
(12,528,331)
Gross profit
6,968,393
806,981
Administrative expenses
(1,640,004)
(738,710)
Other operating income
-
0
12,548
Operating profit
4
5,328,389
80,819
Interest receivable and similar income
8
176,162
11,120
Interest payable and similar expenses
9
(1,553)
(208)
Profit before taxation
5,502,998
91,731
Tax on profit
10
(647,028)
(39,294)
Profit for the financial year
4,855,970
52,437

The profit and loss account has been prepared on the basis that all operations are continuing operations.

- 9 -
RC INFRA CONSTRUCTION LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
2024
2023
£
£
Profit for the year
4,855,970
52,437
Other comprehensive income
Currency translation (loss)/gain taken to retained earnings
(24,895)
2,636
Currency translation gain/(loss) arising in the year
24,895
(2,636)
Total other comprehensive income for the year
-
0
-
0
Total comprehensive income for the year
4,855,970
52,437
- 10 -
RC INFRA CONSTRUCTION LTD
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
11
1,980
168
Current assets
Debtors
12
26,584,768
11,480,146
Cash at bank and in hand
4,428,387
1,195,150
31,013,155
12,675,296
Creditors: amounts falling due within one year
13
(26,049,818)
(12,640,707)
Net current assets
4,963,337
34,589
Total assets less current liabilities
4,965,317
34,757
Provisions for liabilities
Deferred tax liability
14
118,091
43,501
(118,091)
(43,501)
Net assets/(liabilities)
4,847,226
(8,744)
Capital and reserves
Called up share capital
16
100,001
100,001
Other reserves
22,259
(2,636)
Profit and loss reserves
4,724,966
(106,109)
Total equity
4,847,226
(8,744)

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 1 May 2025 and are signed on its behalf by:
Mr A Oral
Mr I C Karasayar
Director
Director
Company registration number 12744812 (England and Wales)
- 11 -
RC INFRA CONSTRUCTION LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
Share capital
Currency translation reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2023
100,001
-
0
(161,182)
(61,181)
Year ended 31 December 2023:
Profit
-
52,437
52,437
-
Other comprehensive income:
Currency translation differences
-
2,636
-
(2,636)
Total comprehensive income
-
(2,636)
55,073
52,437
Balance at 31 December 2023
100,001
(2,636)
(106,109)
(8,744)
Year ended 31 December 2024:
Profit
-
-
4,855,970
4,855,970
Other comprehensive income:
Currency translation differences
-
24,895
(24,895)
-
Total comprehensive income
-
24,895
4,831,075
4,855,970
Balance at 31 December 2024
100,001
22,259
4,724,966
4,847,226
- 12 -
RC INFRA CONSTRUCTION LTD
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
21
3,103,209
1,220,143
Interest paid
(1,553)
(208)
Income taxes paid
(17,044)
(2,377)
Net cash inflow from operating activities
3,084,612
1,217,558
Investing activities
Purchase of tangible fixed assets
(2,642)
(224)
Interest received
176,162
11,120
Net cash generated from investing activities
173,520
10,896
Financing activities
Repayment of borrowings
-
0
(50,000)
Net cash used in financing activities
-
(50,000)
Net increase in cash and cash equivalents
3,258,132
1,178,454
Cash and cash equivalents at beginning of year
1,195,150
16,696
Effect of foreign exchange rates
(24,895)
-
0
Cash and cash equivalents at end of year
4,428,387
1,195,150
- 13 -
RC INFRA CONSTRUCTION LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
Company information

RC Infra Construction Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 2nd Floor, Somerset House, 47-49 London Road, Redhill, Surrey, England, RH1 1LU.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover
- 14 -

Turnover is recognised at the fair value of the consideration received or receivable for the sale of construction equipment and materials, net of value added tax. Revenue is recognised on dispatch to the end customer in accordance with International Chamber of Commerce's International Commercial Terms.

RC INFRA CONSTRUCTION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -

Revenue from contracts for the provision of services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

 

Revenue related to contracts with customers is recognised over time as work is completed because of the continuous transfer of control to the customer (typically using an input measure such as costs incurred to date relative to total estimated costs at completion to measure progress). Costs that do not depict progress toward satisfaction of the performance obligation are included in contract costs with revenue recognised to the extent of such costs without any profit and include items such as uninstalled materials and re-work.

 

Revenue on contracts with customers is measured based on consideration specified in a contract with a customer and excludes any amounts collected on behalf of third parties. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the branch from a customer are excluded from revenue.

 

Contract revenues are primarily derived from fixed-price construction contracts. The branch has determined that generally these fixed-price construction projects provide a distinct service and therefore qualify as one performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and therefore not distinct. Revenue is recognised over time because of the continuous transfer of control to the customer as work is performed at the customer's site and therefore the customer controls the asset as it is being constructed. The percentage of completion measure of progress best depicts the transfer of control of assets to the customer, which occurs as costs are incurred.

 

Revenues from time-and-material contracts are billed to customers as work is performed. The branch determined that generally time-and-material contracts contain a single performance obligation as the services and maintenance provided by the contracts are considered a series that are substantially the same and have the same patter of transfer to the customer. The performance obligation is considered to be satisfied over time since the customer simultaneously receives and consumes the benefits of the time-and-material contracts.

 

Costs of revenues earned include all direct material and labour costs and those indirect costs related to contract performance such as indirect labour, supplies, tools, repairs and depreciation costs. The cost of significant uninstalled materials, re-work or scrap is generally excluded from the cost-to-cost measure of progress as it is not proportionate to the entity's progress in satisfying the performance obligation. Costs to fulfil a contract, including mobilisation costs, prior to substantive work beginning are capitalised as incurred and amortised over the expected duration of the contract.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and equipment
3 or 4 year straight line
Computers
4 year straight line

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

RC INFRA CONSTRUCTION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
1.5
Impairment of fixed assets
- 16 -

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

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

 

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

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

1.6
Cash and cash equivalents

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

1.7
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

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

 

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

Basic financial assets

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

RC INFRA CONSTRUCTION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

Basic financial liabilities

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

 

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

 

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

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.8
Equity instruments

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

1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

- 17 -
RC INFRA CONSTRUCTION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

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

 

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

1.10
Employee benefits

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

1.11
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.12
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.13
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

- 18 -
RC INFRA CONSTRUCTION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
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 amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

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

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by geographical market
Rest of the world
78,445,844
13,335,312
2024
2023
£
£
Other revenue
Interest income
176,162
11,120
4
Operating profit
2024
2023
Operating profit for the year is stated after charging:
£
£
Exchange losses
401,298
93,784
Depreciation of owned tangible fixed assets
830
56
Operating lease charges
144,847
9,766
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
18,000
14,500
6
Employees

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

2024
2023
Number
Number
11
13
- 19 -
RC INFRA CONSTRUCTION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
6
Employees
(Continued)

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
748,500
372,774
Social security costs
62,789
23,201
Pension costs
4,764
1,898
816,053
397,873
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
57,177
-
0
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
176,162
11,120
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
176,162
11,120
9
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
1,553
208
10
Taxation
2024
2023
£
£
Current tax
Foreign current tax on profits for the current period
555,394
-
0
Deferred tax
Origination and reversal of timing differences
91,634
39,294
Total tax charge
647,028
39,294
- 20 -
RC INFRA CONSTRUCTION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Taxation
(Continued)

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
5,502,998
91,731
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
1,375,750
22,933
Tax effect of expenses that are not deductible in determining taxable profit
1,050
212
Tax effect of utilisation of tax losses not previously recognised
(15,561)
(23,089)
Group relief
(805,845)
-
0
Capital allowances in excess of depreciation
-
0
(56)
Deferred tax
91,634
39,294
Taxation charge for the year
647,028
39,294
11
Tangible fixed assets
Plant and equipment
Computers
Total
£
£
£
Cost
At 1 January 2024
-
0
224
224
Additions
2,642
-
0
2,642
At 31 December 2024
2,642
224
2,866
Depreciation and impairment
At 1 January 2024
-
0
56
56
Depreciation charged in the year
774
56
830
At 31 December 2024
774
112
886
Carrying amount
At 31 December 2024
1,868
112
1,980
At 31 December 2023
-
0
168
168
- 21 -
RC INFRA CONSTRUCTION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
12
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
270,636
345,006
Amounts owed by group undertakings
17,458,519
3,007,825
Other debtors
8,838,154
8,125,184
Prepayments and accrued income
17,459
2,131
26,584,768
11,480,146
13
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
2,540,234
48,447
Amounts owed to group undertakings
22,242,886
11,925,496
Corporation tax
555,394
-
0
Other taxation and social security
6,601
16,031
Other creditors
686,703
632,358
Accruals and deferred income
18,000
18,375
26,049,818
12,640,707
14
Deferred taxation

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

Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
495
42
Tax losses
-
(2,377)
Non taxable accrued revenue
88,461
45,836
Adjustments for hyperinflation
29,135
-
118,091
43,501
2024
Movements in the year:
£
Liability at 1 January 2024
43,501
Charge to profit or loss
91,634
Currency translation reserve
(17,044)
Liability at 31 December 2024
118,091
- 22 -
RC INFRA CONSTRUCTION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
15
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
4,764
1,898

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

16
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each of 0p each
100,001
100,001
100,001
100,001
17
Hyperinflation

The trading results of a foreign branch of the company operating in Turkey have been adjusted for the effects of hyperinflation.

The Company has used the adjustment coefficients from the Consumer Price Indexes published by the Turkish Statistical Institute. The adjustment coefficients for the current and previous periods since 1 January 2005 (when the Turkish lira previously ceased to be considered the currency of a hyperinflationary economy) are as follows:

 

Year-End

Index

Adjustment

Coefficient

Three-Year

Compound Inflation

Rate

2022

1,128.45

2.37897

156%

2023

1,859.38

1.44379

268%

2024

2,684.55

1.00000

291%

 

The financial statements in question and the amounts comparing to previous periods have been adjusted according to the changes in the general purchasing power of the Turkish Lira and are reflected in terms of the purchasing power of the Turkish Lira as at 31 December 2024.

 

The loss on the monetary items included in the profit and loss account is £365,211 (2023: £59,282).

18
Operating lease commitments
Lessee

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

2024
2023
£
£
Within one year
131,517
-
0
Between two and five years
395,915
-
0
527,432
-
0
- 23 -
RC INFRA CONSTRUCTION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
19
Related party transactions
Transactions with related parties

During the year the company entered into the following transactions with related parties:

Included in other creditors due within one year is a non-trade payable of £555 (2023: £2,518) due to fellow group and related undertakings.

 

There were expense transactions of £941 (2023: £9,751) with fellow group and related undertakings.

20
Ultimate controlling party

The parent company is Renaissance Construction Investments B.V, a company incorporated in the Netherlands.

The ultimate parent company is Ronesans Holdings AS, a company incorporated in Turkey.

21
Cash generated from operations
2024
2023
£
£
Profit after taxation
4,855,970
52,437
Adjustments for:
Taxation charged
647,028
39,294
Finance costs
1,553
208
Investment income
(176,162)
(11,120)
Depreciation and impairment of tangible fixed assets
830
56
Foreign exchange gains on cash equivalents
24,895
-
Movements in working capital:
Increase in debtors
(15,104,622)
(8,094,620)
Increase in creditors
12,853,717
9,233,888
Cash generated from operations
3,103,209
1,220,143
22
Analysis of changes in net funds
1 January 2024
Cash flows
Exchange rate movements
31 December 2024
£
£
£
£
Cash at bank and in hand
1,195,150
3,258,132
(24,895)
4,428,387
- 24 -
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