| REGISTERED NUMBER: |
| Report of the Directors and |
| Financial Statements for the Year Ended 31 December 2024 |
| for |
| Central Roofing Group (UK) Limited |
| REGISTERED NUMBER: |
| Report of the Directors and |
| Financial Statements for the Year Ended 31 December 2024 |
| for |
| Central Roofing Group (UK) Limited |
| Central Roofing Group (UK) Limited (Registered number: 10439997) |
| Contents of the Financial Statements |
| for the year ended 31 December 2024 |
| Page |
| Company Information | 1 |
| Report of the Directors | 2 |
| Report of the Independent Auditors | 3 |
| Statement of Comprehensive Income | 6 |
| Balance Sheet | 7 |
| Statement of Changes in Equity | 8 |
| Notes to the Financial Statements | 9 |
| Central Roofing Group (UK) Limited |
| Company Information |
| for the year ended 31 December 2024 |
| Directors: |
| Registered office: |
| Registered number: |
| Senior statutory auditor: |
| Auditors: |
| Statutory Auditor |
| Certified Accountants |
| Unit 2 Foley Works |
| Foley Trading Estate |
| Hereford |
| Herefordshire |
| HR1 2SF |
| Central Roofing Group (UK) Limited (Registered number: 10439997) |
| Report of the Directors |
| for the year ended 31 December 2024 |
| The directors present their report with the financial statements of the company for the year ended 31 December 2024. |
| Principal activity |
| The principal activity of the company in the year under review was that of a holding company. |
| Dividends |
| The total distribution of dividends for the year was £2,3500,000 (2023: £1,500,000) |
| Directors |
| The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report. |
| Statement of directors' responsibilities |
| The directors are responsible for preparing the Report of the Directors 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: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| Statement as to disclosure of information to auditors |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| Auditors |
| The auditors, Acre Accountancy Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| On behalf of the board: |
| Report of the Independent Auditors to the Members of |
| Central Roofing Group (UK) Limited |
| Opinion |
| We have audited the financial statements of Central Roofing Group (UK) Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Report of the Directors has been prepared in accordance with applicable legal requirements. |
| Report of the Independent Auditors to the Members of |
| Central Roofing Group (UK) Limited |
| 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 Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the 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; or |
| - | the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the 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. |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| We enquired with management about the legal framework that the company operates in. We also enquired about the risk of fraud and whether they were aware of any instances of fraud. |
| We communicated the outcome of this risk assessment with the audit team and planned our audit work accordingly. Our work in these areas is limited to analytical procedures and inspection of relevant documentation. Where a breach of operational regulations is not disclosed to us, or it is not evident from documentation that we receive during the audit, an audit will not detect that breach. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| Report of the Independent Auditors to the Members of |
| Central Roofing Group (UK) Limited |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| Statutory Auditor |
| Certified Accountants |
| Unit 2 Foley Works |
| Foley Trading Estate |
| Hereford |
| Herefordshire |
| HR1 2SF |
| Central Roofing Group (UK) Limited (Registered number: 10439997) |
| Statement of Comprehensive Income |
| for the year ended 31 December 2024 |
| period |
| 1.5.23 |
| year ended | to |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| TURNOVER |
| OPERATING PROFIT |
| Income from shares in group undertakings |
| PROFIT BEFORE TAXATION |
| Tax on profit | 4 |
| PROFIT FOR THE FINANCIAL YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| Central Roofing Group (UK) Limited (Registered number: 10439997) |
| Balance Sheet |
| 31 December 2024 |
| 31/12/24 | 31/12/23 |
| Notes | £ | £ |
| FIXED ASSETS |
| Investments | 6 |
| CURRENT ASSETS |
| Debtors | 7 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 8 | ( |
) | ( |
) |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 9 |
| Retained earnings |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Central Roofing Group (UK) Limited (Registered number: 10439997) |
| Statement of Changes in Equity |
| for the year ended 31 December 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 May 2023 |
| Changes in equity |
| Dividends | - | ( |
) | ( |
) |
| Total comprehensive income | - |
| Balance at 31 December 2023 |
| Changes in equity |
| Dividends | - | ( |
) | ( |
) |
| Total comprehensive income | - |
| Balance at 31 December 2024 |
| Central Roofing Group (UK) Limited (Registered number: 10439997) |
| Notes to the Financial Statements |
| for the year ended 31 December 2024 |
| 1. | STATUTORY INFORMATION |
| Central Roofing Group (UK) Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Going Concern |
| The Balance Sheet shows net current liabilities of £9,027,140 due to loan balances with group undertakings as detailed in the notes to the financial statements. The group has conformed it will not call in any amounts due for repayment for at least 12 months from the date of approval of these financial statements or until working capital allows. The directors confirm that the company and wider group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in the preparation of the financial statements. |
| Financial Reporting Standard 102 - reduced disclosure exemptions |
| The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
| • | the requirements of Section 7 Statement of Cash Flows. |
| Preparation of consolidated financial statements |
| The company is included by full consolidation in the the consolidated financial statements of its ultimate parent company, Central Roofing TopCo Limited. The registered office of Central Roofing TopCo Limited is: Central Park, Holmer Road, Hereford, HR4 7QL. |
| Investments in subsidiaries |
| Investments in subsidiary undertakings are recognised at cost. |
| Financial instruments |
| 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 entity after deducting all of its financial liabilities. |
| Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classified as financial liabilities.Financial liabilities are presented as such in the balance sheet. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability. |
| Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity. |
| Debtors and creditors receivable/payable within one year |
| Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses from impairment are recognised in the profit and loss account in other administrative expenses. |
| Central Roofing Group (UK) Limited (Registered number: 10439997) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| 3. | EMPLOYEES AND DIRECTORS |
| There were no staff costs for the year ended 31 December 2024 nor in the year ended 31 December 2023. |
| period |
| 1.5.23 |
| year ended | to |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Directors' remuneration |
| 4. | TAXATION |
| Analysis of the tax charge |
| No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the period ended 31 December 2023. |
| 5. | DIVIDENDS |
| period |
| 1.5.23 |
| year ended | to |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Ordinary shares of £1 each |
| Interim |
| Central Roofing Group (UK) Limited (Registered number: 10439997) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 6. | FIXED ASSET INVESTMENTS |
| Shares in |
| group |
| undertakings |
| £ |
| Cost |
| At 1 January 2024 |
| and 31 December 2024 |
| Net book value |
| At 31 December 2024 |
| At 31 December 2023 |
| The company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Registered office: Central Park, Holmer Road, Hereford, Herefordshire, HR4 7QL. |
| Nature of business: |
| % |
| Class of shares: | holding |
| 31/12/24 | 31/12/23 |
| £ | £ |
| Aggregate capital and reserves |
| Profit for the year/period |
| Registered office: Central Park, Holmer Road, Hereford, Herefordshire, HR4 7QL. |
| Nature of business: |
| % |
| Class of shares: | holding |
| 31/12/24 | 31/12/23 |
| £ | £ |
| Aggregate capital and reserves |
| Registered office: Central Park, Holmer Road, Hereford, Herefordshire, HR4 7QL. |
| Nature of business: |
| % |
| Class of shares: | holding |
| 31/12/24 | 31/12/23 |
| £ | £ |
| Aggregate capital and reserves |
| Profit for the year/period |
| Central Roofing Group (UK) Limited (Registered number: 10439997) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31/12/24 | 31/12/23 |
| £ | £ |
| Amounts owed by group undertakings |
| 8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31/12/24 | 31/12/23 |
| £ | £ |
| Amounts owed to group undertakings |
| 9. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31/12/24 | 31/12/23 |
| value: | £ | £ |
| Ordinary | £1 | 10,326 | 10,326 |
| 10. | RELATED PARTY DISCLOSURES |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| The company is party to a Debenture for HSBC Bank Plc dated 19 January 2017, including fixed and floating charges over the undertaking and all property and assets present and future. |
| The company signed a Multilateral Guarantee for Prefequity LLP, dated 29 December 2021. The guarantee was signed by all group companies and includes fixed and floating charges on all of the property or undertaking of the company. |
| 11. | ULTIMATE PARENT COMPANY |
| Central Roofing TopCo Limited is the ultimate parent company. Central Roofing TopCo Limited is registered in England & Wales (company number 10439997) and the registered office address is Central Park, Holmer Road, Hereford HR4 9BP. |
| The company is controlled by its directors. There is no single ultimate controlling party. |