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Registered number: 14734511










NASHIRA TOPCO LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 APRIL 2024

 
NASHIRA TOPCO LIMITED
 
 
COMPANY INFORMATION


Directors
Daniel Fuller 
Lucie Fuller 
Barry Wright 
Stuart Black (appointed 24 October 2024)




Registered number
14734511



Registered office
11-12a Hallsford Bridge Industrial Estate
Stondon Road

Ongar

Essex

CM5 9RB




Independent auditor
MHA

Building 4

Foundation Park

Roxborough Way

Maidenhead

Berkshire

SL6 3UD





 
NASHIRA TOPCO LIMITED
 

CONTENTS



Page
Group strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 7
Consolidated statement of comprehensive income
8
Consolidated balance sheet
9
Company balance sheet
10
Consolidated statement of changes in equity
11
Company statement of changes in equity
12
Consolidated statement of cash flows
13 - 14
Consolidated analysis of net debt
15
Notes to the financial statements
16 - 36


 
NASHIRA TOPCO LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 30 APRIL 2024

Introduction
 
The Directors present their Strategic Report and financial statements for the period from incorporation on 16 March 2023 to 30 April 2024.

Business review
 
Nashira Topco Limited is a leading specialist provider of planned, emergency plumbing and drain repair services from routine maintenance and CCTV surveys to complex repairs and installations within the UK

Principal risks and uncertainties
 
Health & Safety: The work carried out by the group often poses health and safety hazards to both its employees and members of the public. The directors take these risks very seriously and have implemented an accredited management complaint system, along with a formal review of health and safety at each SLT and Board Meeting.
Recruitment: The success of the group is dependent on the recruitment and retention of a high-quality engineering workforce, plus management and support staff. The Group has hired an internal recruiter and put in place a rigorous recruitment, induction, and retention programme to ensure success.
Financial: The primary risk involves credit and liquidity. All new clients or customers undergo credit checks upon sign-up, with monthly reviews conducted thereafter. The Group has maintained a historically low rate of bad debts. Rigorous cash flow forecasts and strategic planning help to keep long-term liquidity risks at a low level.

Financial key performance indicators
 
The Group considers its financial Key Performance Indicators to be Revenue growth, gross profit growth, and earnings before interest, tax, depreciation, and amortisation (EBITDA). The Directors monitor these measures on a monthly and annual basis. The Directors feel that in the year in review, they are satisfied with the performance of the Group but see an opportunity to improve on year-on-year results.

Other key performance indicators
 
The Group considers customer satisfaction scores and percentages, recall percentages, engineer audit scores, and employee satisfaction survey scores and employee retention to be its non-financial key performance indicators.


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



Barry Wright
Director

Date: 16 May 2025

Page 1

 
NASHIRA TOPCO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 APRIL 2024

The Directors present their report and the financial statements for the period from incorporation on 16 March 2023 to 30 April 2024.

Directors' responsibilities statement

The Directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

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


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

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

Results and dividends

The loss for the period, after taxation, amounted to £1,060,231.

There were no dividends declared nor paid during the financial year. The Directors have not recommended a final dividend for the year. 

Directors

The Directors who served during the period were:

Daniel Fuller (appointed 18 April 2023)
Lucie Fuller (appointed 18 April 2023)
Barry Wright (appointed 27 April 2023)
 

Future developments

The Directors of the business see the growth of the business growing organically with strategic acquisitions to enhance geographic reach or complementary service offerings. The business continues to monitor Revenue, G.P.%, and EBITDA as its key KPIs. The business continues to recruit engineers and invest in vehicles and equipment to facilitate growth.

Page 2

 
NASHIRA TOPCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024

Disclosure of information to auditor

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

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

Post balance sheet events

On 28 June 2024 750 C Ordinary shares and 2,074 D ordinary shares were cancelled and on the same date a further 1,000 C Ordinary shares and 3,706 D Ordinary shares were issued.
On 28 April 2025, the Group acquired the entire share capital of BlockBusters Contractors Limited, which provides draining and plumbing services across London and South East England. The total consideration was £1,716,439. £1,466,439 was paid immediately in cash, with deferred consideration of £250,000.

Auditor

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

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





Barry Wright
Director

Date: 16 May 2025

Page 3

 
NASHIRA TOPCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NASHIRA TOPCO LIMITED
 

Opinion


We have audited the financial statements of Nashira Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 30 April 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 30 April 2024 and of the Group's loss for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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


Conclusions relating to going concern


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


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


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


Page 4

 
NASHIRA TOPCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NASHIRA TOPCO LIMITED (CONTINUED)


Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group strategic report and the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.


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


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of Directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 2, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 5

 
NASHIRA TOPCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NASHIRA TOPCO LIMITED (CONTINUED)


Auditor's responsibilities for the audit of the financial statements
 

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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
 
Enquiry of management and those charged with governance around actual and potential litigation and claims;
Enquiry of staff to identify any instances of non-compliance with laws and regulations;
Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness; evaluating the business rationale of significant transactions outside the normal course of business for reviewing accounting estimates for bias;
Reviewing minutes of meetings of those charged with governance; and
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.  


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 for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.


Page 6

 
NASHIRA TOPCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NASHIRA TOPCO LIMITED (CONTINUED)


Use of our report
 

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





Katharine Arnott BSc FCA (Senior statutory auditor)
for and on behalf of
MHA, Statutory Auditor
Maidenhead, United Kingdom

16 May 2025
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number (OC455542).
Page 7

 
NASHIRA TOPCO LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 APRIL 2024

16 March 2023 to
 30 April 2024
Note
£

  

Turnover
  
8,126,651

Cost of sales
  
(3,378,875)

Gross profit
  
4,747,776

Administrative expenses
  
(4,918,836)

Operating profit
  
(171,060)

Interest receivable and similar income
  
3,956

Interest payable and similar expenses
  
(951,627)

(Loss) before taxation
  
(1,118,731)

Tax on (loss)
 10 
58,500

(Loss) for the financial period
  
(1,060,231)

(Loss) for the period attributable to:
  

Owners of the parent Company
  
(1,060,231)

There were no recognised gains and losses for 2024 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2024.

The notes on pages 16 to 36 form part of these financial statements.

Page 8

 
NASHIRA TOPCO LIMITED
REGISTERED NUMBER: 14734511

CONSOLIDATED BALANCE SHEET
AS AT 30 APRIL 2024

2024
Note
£

Fixed assets
  

Intangible assets
 11 
4,713,000

Tangible assets
 12 
1,267,239

  
5,980,239

Current assets
  

Stocks
 14 
499,084

Debtors: amounts falling due within one year
 15 
1,689,059

Cash at bank and in hand
 16 
546,838

  
2,734,981

Creditors: amounts falling due within one year
 17 
(1,544,388)

Net current assets
  
 
 
1,190,593

Total assets less current liabilities
  
7,170,832

Creditors: amounts falling due after more than one year
 18 
(7,938,415)

Provisions for liabilities
  

Deferred taxation
 21 
(207,000)

  
 
 
(207,000)

Net (liabilities)
  
(974,583)


Capital and reserves
  

Called up share capital 
 22 
85,648

Profit and loss account
 23 
(1,060,231)

Equity attributable to owners of the parent Company
  
(974,583)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




Barry Wright
Director

Date: 16 May 2025

The notes on pages 16 to 36 form part of these financial statements.

Page 9

 
NASHIRA TOPCO LIMITED
REGISTERED NUMBER: 14734511

COMPANY BALANCE SHEET
AS AT 30 APRIL 2024

2024
Note
£

Fixed assets
  

Investments
 13 
8,724,356

  
8,724,356

Current assets
  

Debtors: amounts falling due within one year
 15 
64,601

Cash at bank and in hand
 16 
1,509

  
66,110

Creditors: amounts falling due within one year
 17 
(2,052,092)

Net current (liabilities)
  
 
 
(1,985,982)

Total assets less current liabilities
  
6,738,374

  

Creditors: amounts falling due after more than one year
 18 
(7,723,986)

  

Net (liabilities)
  
(985,612)


Capital and reserves
  

Called up share capital 
 22 
85,648

Profit and loss account
 23 
(1,071,260)

  
(985,612)


The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and
has not presented its own Statement of Profit or Loss and Other Comprehensive Income in these financial statements. The loss for the period from 16 March 2023 to 30 April 2024 of the parent Company was £(1,071,260).
The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 



Barry Wright
Director

Date: 16 May 2025

The notes on pages 16 to 36 form part of these financial statements.

Page 10

 
NASHIRA TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 APRIL 2024


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

£
£
£
£


Comprehensive income for the period

Loss for the period from 16 March 2023 to 30 April 2024
-
(1,060,231)
(1,060,231)
(1,060,231)


Contributions by and distributions to owners

Shares issued during the period
85,648
-
85,648
85,648


Total transactions with owners
85,648
-
85,648
85,648


At 30 April 2024
85,648
(1,060,231)
(974,583)
(974,583)

The notes on pages 16 to 36 form part of these financial statements.

Page 11

 
NASHIRA TOPCO LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 APRIL 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


Comprehensive income for the period

Loss for the period from 16 March 2023 to 30 April 2024
-
(1,071,260)
(1,071,260)


Contributions by and distributions to owners

Shares issued during the period
85,648
-
85,648


Total transactions with owners
85,648
-
85,648


At 30 April 2024
85,648
(1,071,260)
(985,612)

The notes on pages 16 to 36 form part of these financial statements.

Page 12

 
NASHIRA TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 APRIL 2024

2024
£

Cash flows from operating activities

(Loss) for the financial period
(1,060,231)

Adjustments for:

Amortisation of intangible assets
523,667

Depreciation of tangible assets
387,504

Loss on disposal of tangible assets
34,170

Interest paid
951,627

Interest received
(3,956)

Taxation charge
(58,500)

(Increase) in stocks
(231,745)

(Increase) in debtors
(486,592)

Increase in creditors
486,319

Increase in net pension liability
16,789

Corporation tax received
16,657

Net cash generated from operating activities

575,709


Cash flows from investing activities

Purchase of tangible fixed assets
(120,676)

Acquisition of business
635,858

Interest received
3,956

Net cash from investing activities

519,138
Page 13

 
NASHIRA TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024


2024

£



Cash flows from financing activities

Issue of ordinary shares
85,648

Hire purchase repayments
(166,632)

Interest paid
(436,922)

Hire purchase interest paid
(30,103)

Net cash used in financing activities
(548,009)

Net increase in cash and cash equivalents
546,838

Cash and cash equivalents at the end of period
546,838


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
546,838

546,838


The notes on pages 16 to 36 form part of these financial statements.

Page 14

 
NASHIRA TOPCO LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 30 APRIL 2024






Cash flows
Acquisition and disposal of subsidiaries
New hire purchase
Other non-cash changes
At 30 April 2024
£

£

£

£

£

Cash at bank and in hand

(89,020)

635,858

-

-

546,838

Debt due after 1 year

-

(3,300,000)

-

(4,423,986)

(7,723,986)

Finance leases

166,632

(353,079)

(173,893)

-

(360,340)


77,612
(3,017,221)
(173,893)
(4,423,986)
(7,537,488)

The notes on pages 16 to 36 form part of these financial statements.

Page 15

 
NASHIRA TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

1.


General information

Nashira Topco Limited is a private company, limited by shares, incorporated in England and Wales,on 16 March 2023 registered number 14734511. The registered office is 11-12a Hallsford Bridge Industrial Estate, Stanton Road, Ongar, Essex, CM5 9RB.
The financial statements are rounded to the nearest pound sterling. 
The significant accounting policies applied in the presentation of these financial statements are set out below. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
This is the first period of results for Nashira Topco Limited and the financial period ended 30 April 2024 is greater than 12 months to align with the subsidiary. As this is the first period of results, there are no comparatives. 

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

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

 
2.2

Basis of consolidation

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

Page 16

 
NASHIRA TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.3

Revenue

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

Rendering of services

Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.4

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.7

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

Page 17

 
NASHIRA TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

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

 
2.9

Current and deferred taxation

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

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

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

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

Page 18

 
NASHIRA TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.10

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Goodwill
-
10
years

 
2.11

Tangible fixed assets

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

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, over the following basis.

Depreciation is provided on the following basis:

Freehold property
-
10 years straight line
Long-term leasehold property
-
Over the terms of the lease
Plant and machinery
-
25% reducing balance
Motor vehicles
-
25% reducing balance
Fixtures and fittings
-
25% reducing balance
Office equipment
-
25% reducing balance

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

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

Page 19

 
NASHIRA TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

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

 
2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.17

Provisions for liabilities

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

Page 20

 
NASHIRA TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.18

Financial instruments

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

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

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

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

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

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

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Page 21

 
NASHIRA TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

2.Accounting policies (continued)


2.18
Financial instruments (continued)


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

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


3.


Turnover

An analysis of turnover by class of business is as follows:


2024
£

Sales
8,126,651


Analysis of turnover by country of destination:

2024
£

United Kingdom
8,126,651



4.


Operating (loss)/profit

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

2024
£

Depreciation
387,503

Other operating lease rentals
35,296

Page 22

 
NASHIRA TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

5.


Auditor's remuneration

During the period, the Group obtained the following services from the Company's auditor:


2024
£

Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
19,750

Fees payable to the Company's auditor in respect of:

Taxation compliance services
3,000

All non-audit services not included above
5,250


6.


Employees

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


Group
2024
£


Wages and salaries
4,199,573

Social security costs
443,660

Cost of defined contribution scheme
69,043

4,712,276


The average monthly number of employees, including the Directors, during the period was as follows:



Group
Company
        2024
        2024
            No.
            No.







Staff
97
3

Page 23

 
NASHIRA TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

7.


Directors' remuneration

2024
£

Directors' emoluments
282,729

Group contributions to defined contribution pension schemes
1,101

283,830


During the period retirement benefits were accruing to 1 Director in respect of defined contribution pension schemes.

The highest paid Director received remuneration of £130,000.

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £1,101.


8.


Interest receivable

2024
£


Other interest receivable
3,956


9.


Interest payable and similar expenses

2024
£


Other loan interest payable
921,524

Finance leases and hire purchase contracts
30,103

951,627

Page 24

 
NASHIRA TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

10.


Taxation


2024
£

Corporation tax


Current tax on profits for the year
(7,500)


(7,500)


Total current tax
(7,500)

Deferred tax


Origination and reversal of timing differences
(51,000)

Total deferred tax
(51,000)


Tax on (loss)
(58,500)

Factors affecting tax charge for the period

The tax assessed for the period is lower than the standard rate of corporation tax in the UK of 25%. The differences are explained below:

2024
£


(Loss) on ordinary activities before tax
(1,118,731)


(Loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%
(279,683)

Effects of:


Non-tax deductible amortisation of goodwill
131,402

Unrelieved tax losses carried forward
89,781

Total tax charge for the period
(58,500)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 25

 
NASHIRA TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

11.


Intangible assets

Group




Goodwill

£



Cost


Additions
5,236,667



At 30 April 2024

5,236,667



Amortisation


Charge for the period on owned assets
523,667



At 30 April 2024

523,667



Net book value



At 30 April 2024
4,713,000



Page 26

 
NASHIRA TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

12.


Tangible fixed assets

Group






Freehold property
Long-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Office equipment
Total

£
£
£
£
£
£
£



Cost


Additions
9,308
-
87,632
184,704
7,213
5,712
294,569


Acquisition of subsidiary
182,343
562
540,451
593,108
46,726
31,153
1,394,343


Disposals
-
-
-
(34,170)
-
-
(34,170)



At 30 April 2024

191,651
562
628,083
743,642
53,939
36,865
1,654,742



Depreciation


Charge for the period on owned assets
21,197
469
170,900
173,172
12,147
9,618
387,503



At 30 April 2024

21,197
469
170,900
173,172
12,147
9,618
387,503



Net book value



At 30 April 2024
170,454
93
457,183
570,470
41,792
27,247
1,267,239

Page 27

 
NASHIRA TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

13.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost


Additions
8,724,356



At 30 April 2024
8,724,356





Subsidiary undertaking


The following was a subsidiary undertaking of the Company and has been included in the consolidation:

Name

Registered office

Class of shares

Holding

London Drainage Facilities Limited
11-12a Hallsford Bridge Industrial Estate,Stondon Road, Ongar, Essex, CM5 9RX
Ordinary
100%

The aggregate of the share capital and reserves as at 30 April 2024 and the profit or loss for the period ended on that date for the subsidiary undertaking were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)

London Drainage Facilities Limited
2,661,462
498,460

Page 28

 
NASHIRA TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

14.


Stocks

Group
2024
£

Work in progress
427,999

Finished goods and goods for resale
71,085

499,084


The difference between purchase price or production cost of stocks and their replacement cost is not material.


15.


Debtors

Group
Company
2024
2024
£
£


Trade debtors
1,626,676
-

Other debtors
44,204
15,601

Prepayments and accrued income
18,179
-

Deferred taxation
-
49,000

1,689,059
64,601



16.


Cash and cash equivalents

Group
Company
2024
2024
£
£

Cash at bank and in hand
546,838
1,509


Page 29

 
NASHIRA TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

17.


Creditors: Amounts falling due within one year

Group
Company
2024
2024
£
£

Trade creditors
710,323
13,157

Amounts owed to group undertakings
-
1,846,496

Corporation tax
6,209
-

Other taxation and social security
316,490
-

Obligations under finance lease and hire purchase contracts
145,911
-

Other creditors
195,214
178,425

Accruals and deferred income
170,241
14,014

1,544,388
2,052,092



18.


Creditors: Amounts falling due after more than one year

Group
Company
2024
2024
£
£

Loan notes
7,723,986
7,723,986

Net obligations under finance leases and hire purchase contracts
214,429
-

7,938,415
7,723,986



The following liabilities were secured:
Group
Company
2024
2024
£
£


Loan notes
7,723,986
7,723,986

Details of security provided:

The assets of the Group, both present and future, are subject to a fixed charge dated 18 April 2023 in
favour of YFM Private Equity Limited as Loan Note Security Agent for the Noteholders, being YFM Equity
Partners Buyout II LLP and Palmer Nominees Limited (the A Noteholders), Daniel Anthony Fuller and
Lucie Fuller (the B Noteholders), and Adrian Ringrose (the C Noteholder). 



Page 30

 
NASHIRA TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

19.


Loans


Analysis of the maturity of loans is given below:


Group
Company
2024
2024
£
£



Amounts falling due 2-5 years

Other loans
7,723,986
7,723,986




20.


Hire purchase


Minimum lease payments under hire purchase fall due as follows:

Group
2024
£

Within one year
145,911

Between 1-5 years
214,429

360,340

The above liabilities are included in creditors due within one year and due after more than one year and
are secured through way of guaranteeing and indemnifying the party with whom the agreements are with.

Page 31

 
NASHIRA TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

21.


Deferred taxation


Group




2024


£






Charged to profit or loss
51,000


Arising on acquisition
(258,000)



At end of year
207,000

Company



2024


£






Charged to profit or loss
49,000



At end of year
49,000


The deferred taxation balance is made up as follows:

Group
Company
2024
2024
£
£

Accelerated capital allowances
207,000
(49,000)


22.


Share capital

2024
£
Allotted, called up and fully paid


40,000 A shares of £1.00 each
40,000
40,000 B shares of £1.00 each
40,000
750 C shares of £1.00 each
750
4,898 D shares of £1.00 each
4,898

85,648


Page 32

 
NASHIRA TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

22.Share capital (continued)

On incorporation on 14 March 2023 1 share was issued for £1 each. This class of share was amended to A Shares on 18 April 2023.
 
On 18 April 2023 a further 39,999 A Shares, 40,000 B Shares, 750 C Shares and 2,074 D Shares were issued for £1 each.
On 26 January 2024 a further 2,824 D Shares were issued for £1 each.


23.


Reserves

Profit and loss account

The profit and loss account represents the accumulation of retained (losses)/profits, net of dividends, that are in the form of distributable reserves.


24.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held
separately from those of the Group in an independently administered fund. The pension cost charge
represents contributions payable by the Group to the fund and amounted to £74,942.
Contributions totalling £16,789 were payable to the fund at the balance sheet date and
are included in creditors.


25.


Commitments under operating leases

At 30 April 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
2024
£

Not later than 1 year
22,750
Page 33

 
NASHIRA TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

26.


Related party transactions

The Company has not disclosed transactions with fellow group members that are on normal commercial
terms in accordance with the exemptions available under FRS102 1A. 
During the year, London Drainage Facilities Limited paid rent of £144,667 to the LML Trust, which D Fuller and L Fuller are trustees of. There was no balance outstanding at the balance sheet date (2023 - £Nil).
During the year, Nashira Topco Limited incurred expenses of £207,303 from YFM Equity Partners Buyout II (GP) LLP Ltd, a shareholder of the Group. Loan notes were also issued during the year for a total value of £3,961,189. At the balance sheet, the amount outstanding was £3,961,189.
During the year, loan notes were issued to D A Fuller and L Fuller, shareholders of the Group. At the balance sheet date, the amount outstanding was £3,260,000.
During the year, loan notes were issued to Palmer Nominees Limited, a shareholder of the Group. At the balance sheet date, the amount outstanding was £121,311.
During the year, loan notes were issued to A Ringrose, a previous director of the Group. At the balance sheet date, the amount outstanding was £74,250.


27.


Post balance sheet events

On 28 June 2024 750 C Ordinary shares and 2,074 D ordinary shares were cancelled and on the same date a further 1,000 C Ordinary shares and 3,706 D Ordinary shares were issued.
On 28 April 2025, the Group acquired the entire share capital of BlockBusters Contractors Limited, which provides draining and plumbing services across London and South East England. The total consideration was £1,716,439. £1,466,439 was paid immediately in cash, with deferred consideration of £250,000.


28.


Business combinations

On 18 April 2023, the Group acquired control of London Drainage Facilities Limited through the purchase of 100% of the share capital for total consideration of £8,724,354.
London Drainage Facilities Limited operates across London and South East of England.
As a result of the acquisition, the Group expects to increase its sales to customers in these areas. The goodwill of £5,236,667 arising from the acquisition is attributable to the acquired customer base.
Management have estimated the useful life of the goodwill to be 10 years. The acquired company is established in its local markets and have a long track record of stable revenue. 
The following table summarises the consideration paid by the group, the fair value of assets acquired, liabilities assumed and the non-controlling interest at the acquisition date.
 
Page 34

 
NASHIRA TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024
ole36ec.png


 
Page 35

 
NASHIRA TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

The adjustment to cash is in respect of an amount paid by London Drainage Facilities Limited to the seller.
Contingent consideration is payable based on the successful collection of trade debtors and retentions. The amount recognised in the business combination is based on management’s expectation for the recovery of these balances. 
The revenue from London Drainage Facilities Limited included in the consolidated income statement for 2024 was £8,126,651. London Drainage Facilities Limited also contributed a loss of £163,954 over the same period.


29.


Controlling party

YFM Equity Partners Buyout II (GP) LLP is the controlling party by virtue of their shareholdings in Nashira Topco Limited. There is no ultimate controlling person.
YFM Equity Partners Buyout II (GP) LLP is a limited liability partnership, incorporated in England and Wales. Its registered office is 4th Floor, 2 Bond Court, Leeds, LS1 2JZ.   
Page 36