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REGISTERED NUMBER: 13500556 (England and Wales)















Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2024

for

Central Roofing Topco Limited

Central Roofing Topco Limited (Registered number: 13500556)

Contents of the Consolidated Financial Statements
for the year ended 31 December 2024










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 5

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 Cash Flow Statement 13

Notes to the Consolidated Cash Flow Statement 14

Notes to the Consolidated Financial Statements 16


Central Roofing Topco Limited

Company Information
for the year ended 31 December 2024







Directors: J Broady
N Petrusic
R Rigby





Registered office: Central Park
Holmer Road
Hereford
HR4 9BP





Registered number: 13500556 (England and Wales)





Auditors: Acre Accountancy Limited
Statutory Auditor
Certified Accountants
Unit 2 Foley Works
Foley Trading Estate
Hereford
Herefordshire
HR1 2SF

Central Roofing Topco Limited (Registered number: 13500556)

Group Strategic Report
for the year ended 31 December 2024


The directors present their strategic report of the company and the group for the year ended 31 December 2024.

Review of business
These consolidated financial statement's present the consolidated financial information of the group formed on 29 December 2021 by the acquisition of the Central Roofing Group of companies. The company changed its year-end to 31 December 2023, such that the current period is 12 months long and the comparative figures are for an 8 month period.

The key performance indicators are considered to be those that communicate the financial performance and strength of the group being turnover, gross profit margin, EBITDA and working capital ratios.

Group turnover for the year was £44.5m (8 months to to 31 December 2023 - £27.9m) and the gross profit margin was 33.8% (31December 2023: 35.1%). The Group EBITDA was £7.0m (31 December 2023: £5.1m) After depreciation, amortisation, interest and tax, the Group's net loss for the period was £0.9m (31 December 2023: £0.2m) arising principally due to the amortisation of goodwill arising on consolidation which is being charged to the profit and loss over a 5 year period. Group shareholders' funds therefore stood at £4.2m (31 December 2023: £5.4m) at the end of the period. The Group's current ratio was 2.2 at 31 December 2024 (31 December 2023: 2.2) and debtor days were 51.2 (31 December 2023: 57.1).

The Group's profit and loss, balance sheet and cash flow are all monitored monthly through the year by comparison to budget and prior performance.

Despite challenging macro-economic conditions, as a board we are satisfied with the performance of the Group for the year.

Principal risks and uncertainties
The risks facing the Group are assessed on an ongoing basis. The directors evaluate the likelihood and potential impact for each fo the risks and ensure appropriate action is taken to mitigate it.

A number of key risks such as credit and cash flow management, liquidity, health and safety and regulatory compliance come under the direct control of the directors.

Future developments
There are a number of exciting areas of opportunity that can help to increase the growth of the business including new branches, growth with existing client base, and working on maintenance agreements with clients close to branches. Implementing growth plans will be a key duty for the Central Group sales team. We believe we are strongly positioned to proceed with our growth plan.

On behalf of the board:





J Broady - Director


24 June 2025

Central Roofing Topco Limited (Registered number: 13500556)

Report of the Directors
for the year ended 31 December 2024


The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

Principal activity
The principal activity of the group in the year under review was that of a holding company. The principal activity of the trading subsidiaries in the group that it heads is that of roofing and building services.

Dividends
An interim dividend of £3.5 per share was paid on 30 September 2024. The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 31 December 2024 will be £ 350,000 .

Directors
The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

J Broady
N Petrusic
R Rigby

Political donations and expenditure
No political donations were made in the year.

Statement of directors' responsibilities
The directors are responsible for preparing the Group Strategic Report, 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 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 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

Central Roofing Topco Limited (Registered number: 13500556)

Report of the Directors
for the year ended 31 December 2024


Auditors
The auditors, Acre Accountancy Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

On behalf of the board:





J Broady - Director


24 June 2025

Report of the Independent Auditors to the Members of
Central Roofing Topco Limited


Opinion
We have audited the financial statements of Central Roofing Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

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

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

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

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

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

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

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

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

Report of the Independent Auditors to the Members of
Central Roofing Topco Limited


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

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

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

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

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 Topco 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.




Russell Spencer (Senior Statutory Auditor)
for and on behalf of Acre Accountancy Limited
Statutory Auditor
Certified Accountants
Unit 2 Foley Works
Foley Trading Estate
Hereford
Herefordshire
HR1 2SF

24 June 2025

Central Roofing Topco Limited (Registered number: 13500556)

Consolidated 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 44,598,372 27,980,991

Cost of sales (29,488,524 ) (18,160,566 )
GROSS PROFIT 15,109,848 9,820,425

Administrative expenses (13,033,364 ) (7,796,422 )
OPERATING PROFIT 4 2,076,484 2,024,003

Income from fixed asset investments - 3,043
Interest receivable and similar income 231,275 15,649
2,307,759 2,042,695

Interest payable and similar expenses 5 (2,022,338 ) (1,361,918 )
PROFIT BEFORE TAXATION 285,421 680,777

Tax on profit 6 (1,174,376 ) (906,912 )
LOSS FOR THE FINANCIAL YEAR (888,955 ) (226,135 )

OTHER COMPREHENSIVE INCOME
Fixed asset investment revaluation - 10,409
Income tax relating to other comprehensive
income

-

-
OTHER COMPREHENSIVE INCOME FOR
THE YEAR, NET OF INCOME TAX

-

10,409
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

(888,955

)

(215,726

)

Loss attributable to:
Owners of the parent (888,955 ) (226,135 )

Total comprehensive income attributable to:
Owners of the parent (888,955 ) (215,726 )

Central Roofing Topco Limited (Registered number: 13500556)

Consolidated Balance Sheet
31 December 2024

31/12/24 31/12/23
Notes £    £   
FIXED ASSETS
Intangible assets 9 8,657,212 12,985,818
Tangible assets 10 2,055,270 1,762,657
Investments 11 - -
10,712,482 14,748,475

CURRENT ASSETS
Stocks 12 87,345 111,139
Debtors 13 8,788,662 8,887,802
Cash at bank and in hand 8,239,696 5,336,759
17,115,703 14,335,700
CREDITORS
Amounts falling due within one year 14 (7,639,355 ) (6,578,121 )
NET CURRENT ASSETS 9,476,348 7,757,579
TOTAL ASSETS LESS CURRENT
LIABILITIES

20,188,830

22,506,054

CREDITORS
Amounts falling due after more than one year 15 (15,700,407 ) (16,858,093 )

PROVISIONS FOR LIABILITIES 19 (285,866 ) (206,449 )
NET ASSETS 4,202,557 5,441,512

CAPITAL AND RESERVES
Called up share capital 20 100,000 100,000
Share premium 21 10,375,978 10,375,978
Retained earnings 21 (6,273,421 ) (5,034,466 )
SHAREHOLDERS' FUNDS 4,202,557 5,441,512

The financial statements were approved by the Board of Directors and authorised for issue on 24 June 2025 and were signed on its behalf by:





J Broady - Director


Central Roofing Topco Limited (Registered number: 13500556)

Company Balance Sheet
31 December 2024

31/12/24 31/12/23
Notes £    £   
FIXED ASSETS
Intangible assets 9 - -
Tangible assets 10 - -
Investments 11 1 1
1 1

CURRENT ASSETS
Debtors 13 14,713,601 13,475,978

CREDITORS
Amounts falling due within one year 14 (4,237,624 ) (3,000,001 )
NET CURRENT ASSETS 10,475,977 10,475,977
TOTAL ASSETS LESS CURRENT
LIABILITIES

10,475,978

10,475,978

CAPITAL AND RESERVES
Called up share capital 20 100,000 100,000
Share premium 21 10,375,978 10,375,978
SHAREHOLDERS' FUNDS 10,475,978 10,475,978

Company's profit for the financial year 350,000 -

The financial statements were approved by the Board of Directors and authorised for issue on 24 June 2025 and were signed on its behalf by:





J Broady - Director


Central Roofing Topco Limited (Registered number: 13500556)

Consolidated Statement of Changes in Equity
for the year ended 31 December 2024

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 May 2023 100,000 (4,818,740 ) 10,375,978 5,657,238

Changes in equity
Total comprehensive income - (215,726 ) - (215,726 )
Balance at 31 December 2023 100,000 (5,034,466 ) 10,375,978 5,441,512

Changes in equity
Dividends - (350,000 ) - (350,000 )
Total comprehensive income - (888,955 ) - (888,955 )
Balance at 31 December 2024 100,000 (6,273,421 ) 10,375,978 4,202,557

Central Roofing Topco Limited (Registered number: 13500556)

Company Statement of Changes in Equity
for the year ended 31 December 2024

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 May 2023 100,000 - 10,375,978 10,475,978

Changes in equity
Balance at 31 December 2023 100,000 - 10,375,978 10,475,978

Changes in equity
Dividends - (350,000 ) - (350,000 )
Total comprehensive income - 350,000 - 350,000
Balance at 31 December 2024 100,000 - 10,375,978 10,475,978

Central Roofing Topco Limited (Registered number: 13500556)

Consolidated Cash Flow Statement
for the year ended 31 December 2024

period
1.5.23
year ended to
31.12.24 31.12.23
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 7,226,499 3,726,266
Interest paid (1,872,338 ) (1,261,918 )
Finance costs paid (150,000 ) (100,000 )
Tax paid (1,277,842 ) (274,030 )
Net cash from operating activities 3,926,319 2,090,318

Cash flows from investing activities
Purchase of tangible fixed assets (693,020 ) (326,626 )
Purchase of fixed asset investments - (41,636 )
Sale of tangible fixed assets 30,529 48,362
Sale of fixed asset investments - 328,463
Interest received 231,275 15,649
Dividends received - 3,043
Net cash from investing activities (431,216 ) 27,255

Cash flows from financing activities
New loans in year 852,599 661,897
Loan repayments in year (1,095,770 ) (375,000 )
Amount introduced by directors 1,033 -
Amount withdrawn by directors (28 ) (1,232 )
Preference share redemption - (375,000 )
Equity dividends paid (350,000 ) -
Net cash from financing activities (592,166 ) (89,335 )

Increase in cash and cash equivalents 2,902,937 2,028,238
Cash and cash equivalents at beginning of
year

2

5,336,759

3,308,521

Cash and cash equivalents at end of year 2 8,239,696 5,336,759

Central Roofing Topco Limited (Registered number: 13500556)

Notes to the Consolidated Cash Flow Statement
for the year ended 31 December 2024


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

period
1.5.23
year ended to
31.12.24 31.12.23
£    £   
Profit before taxation 285,421 680,777
Depreciation charges 4,692,953 3,050,029
Loss/(profit) on disposal of fixed assets 5,531 (16,706 )
Finance costs 2,022,338 1,361,918
Finance income (231,275 ) (18,692 )
6,774,968 5,057,326
Decrease/(increase) in stocks 23,794 (3,748 )
Decrease/(increase) in trade and other debtors 98,131 (3,346,229 )
Increase in trade and other creditors 329,606 2,018,917
Cash generated from operations 7,226,499 3,726,266

2. CASH AND CASH EQUIVALENTS

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

Year ended 31 December 2024
31.12.24 1.1.24
£    £   
Cash and cash equivalents 8,239,696 5,336,759
Period ended 31 December 2023
31.12.23 1.5.23
£    £   
Cash and cash equivalents 5,336,759 3,308,521


Central Roofing Topco Limited (Registered number: 13500556)

Notes to the Consolidated Cash Flow Statement
for the year ended 31 December 2024


3. ANALYSIS OF CHANGES IN NET DEBT

At 1.1.24 Cash flow At 31.12.24
£    £    £   
Net cash
Cash at bank and in hand 5,336,759 2,902,937 8,239,696
5,336,759 2,902,937 8,239,696
Debt
Debts falling due within 1 year (243,170 ) (914,515 ) (1,157,685 )
Debts falling due after 1 year (16,858,093 ) 1,157,686 (15,700,407 )
(17,101,263 ) 243,171 (16,858,092 )
Total (11,764,504 ) 3,146,108 (8,618,396 )

Central Roofing Topco Limited (Registered number: 13500556)

Notes to the Consolidated Financial Statements
for the year ended 31 December 2024


1. STATUTORY INFORMATION

Central Roofing Topco Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern
In preparing these financial statements, the directors' confirm that they consider the group has sufficient resources to continue operating as a going concern for the foreseeable future - i.e. a period of at least twelve months from the date of approval of these financial statements.

Basis of consolidation
The consolidated financial statements incorporate the financial statements of the company and all group undertakings. These are adjusted, where appropriate, to conform to group accounting policies. Acquisitions are accounted for under the acquisition method and goodwill on consolidation is capitalised and written off over 5 years from the year of acquisition. The results of companies acquired or disposed of are included in the group profit and loss account after or up to the date that control passes respectively.

Related party exemption
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.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Significant judgements and estimates
The preparation of financial statements requires the use of certain accounting estimates. It also requires the Directors to exercise judgement in applying the company's accounting policies. The areas requiring a higher degree of judgement, or complexity, and areas where assumptions or estimates are most significant to the financial statements are disclosed below:

Long-term contract work in progress
In respect of long term contracts, profit is only recognised when the contracts outcome can be assessed with reasonable certainty. Long terms contracts are assessed on a contract by contract basis and reflected in the profit and loss account by recording turnover and related costs as the contract progresses. The stage of completion of the contract is assessed by comparing the cost of work completed at the financial year end with the total anticipated cost of the contract.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

In the case of long-term contracts, credit is taken appropriate to the stage of completion when the outcome of the contract can be ascertained with reasonable certainty. The stage of completion is calculated monthly based on completed works/materials on site confirmed by the quantity surveyor.

Central Roofing Topco Limited (Registered number: 13500556)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2024


2. ACCOUNTING POLICIES - continued

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2021, is being amortised evenly over its estimated useful life of five years.

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

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Freehold property - at varying rates on cost
Long leasehold - in accordance with the property
Plant and machinery - 20% on cost and 10% on cost
Fixtures and fittings - 20% on cost and 10% on cost
Motor vehicles - 25% on cost and Straight line over 7 years
Computer equipment - 33% on cost

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments
The company deals only in basic financial instruments, which are accounted for in accordance with section 11 of FRS102.

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 it is classed as and as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.

Current asset investments
Investments comprise signed memorabilia at cost less permanent diminution in value.

Fixed asset investments
Investments in group undertakings are initially recognised at cost. Transaction fees directly attributable to acquisition are included in the cost of the investment. The carrying value of investments is reviewed each balance sheet date for evidence of any impairment.

Listed investments held as fixed assets are shown at market value.

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 Topco Limited (Registered number: 13500556)

Notes to the Consolidated 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 Consolidated 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.

Hire purchase and leasing commitments
Assets acquired under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as as liability.

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

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

3. EMPLOYEES AND DIRECTORS
period
1.5.23
year ended to
31.12.24 31.12.23
£    £   
Wages and salaries 7,925,767 4,830,257
Social security costs 772,260 467,721
Other pension costs 337,343 233,378
9,035,370 5,531,356

Central Roofing Topco Limited (Registered number: 13500556)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2024


3. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
period
1.5.23
year ended to
31.12.24 31.12.23

Office 83 74
Operatives 82 85
165 159

period
1.5.23
year ended to
31.12.24 31.12.23
£    £   
Directors' remuneration 346,742 209,002
Directors' pension contributions to money purchase schemes 12,002 8,000

Information regarding the highest paid director is as follows:
period
1.5.23
year ended to
31.12.24 31.12.23
£    £   
Emoluments etc 174,210 120,806
Pension contributions to money purchase schemes 6,000 4,000

4. OPERATING PROFIT

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

period
1.5.23
year ended to
31.12.24 31.12.23
£    £   
Hire of plant and machinery 1,431,541 730,041
Other operating leases 293,564 148,981
Depreciation - owned assets 364,347 164,291
Loss/(profit) on disposal of fixed assets 5,531 (16,706 )
Goodwill amortisation 4,328,606 2,885,737
Auditors' remuneration 40,000 47,722
Auditors remuneration for non audit work 10,000 11,041

Central Roofing Topco Limited (Registered number: 13500556)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2024


5. INTEREST PAYABLE AND SIMILAR EXPENSES
period
1.5.23
year ended to
31.12.24 31.12.23
£    £   
Bank loan interest 1,857,797 1,264,518
HMRC interest (received)/paid 14,361 (2,720 )
Finance costs 150,180 100,120
2,022,338 1,361,918

6. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
period
1.5.23
year ended to
31.12.24 31.12.23
£    £   
Current tax:
UK corporation tax 1,094,959 868,818

Deferred tax 79,417 38,094
Tax on profit 1,174,376 906,912

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

period
1.5.23
year ended to
31.12.24 31.12.23
£    £   
Profit before tax 285,421 680,777
Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 -
25 %)

71,355

170,194

Effects of:
Expenses not deductible for tax purposes 17,648 7,116
Profits taxed at small companies rate (1,000 ) -
Group goodwill amortisation 1,082,152 721,434
Pension contributions timing (1,132 ) 4,612
Effect of depreciation on assets ineligible for CA's 5,353 3,556
Total tax charge 1,174,376 906,912

Central Roofing Topco Limited (Registered number: 13500556)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2024


6. TAXATION - continued

Tax effects relating to effects of other comprehensive income

There were no tax effects for the year ended 31 December 2024.

1.5.23 to 31.12.23
Gross Tax Net
£    £    £   
Fixed asset investment revaluation 10,409 - 10,409

7. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.

8. DIVIDENDS
period
1.5.23
year ended to
31.12.24 31.12.23
£    £   
Ordinary shares of £1 each
Interim 350,000 -

9. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
Cost
At 1 January 2024
and 31 December 2024 21,643,030
Amortisation
At 1 January 2024 8,657,212
Amortisation for year 4,328,606
At 31 December 2024 12,985,818
Net book value
At 31 December 2024 8,657,212
At 31 December 2023 12,985,818

Central Roofing Topco Limited (Registered number: 13500556)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2024


10. TANGIBLE FIXED ASSETS

Group
Freehold Long Plant and
property leasehold machinery
£    £    £   
Cost
At 1 January 2024 1,108,673 227,250 145,417
Additions 15,400 69,760 -
Disposals - - (21,452 )
At 31 December 2024 1,124,073 297,010 123,965
Depreciation
At 1 January 2024 370,032 35,368 112,506
Charge for year 19,414 4,843 27,811
Eliminated on disposal - - (21,452 )
At 31 December 2024 389,446 40,211 118,865
Net book value
At 31 December 2024 734,627 256,799 5,100
At 31 December 2023 738,641 191,882 32,911

Fixtures
and Motor Computer
fittings vehicles equipment Totals
£    £    £    £   
Cost
At 1 January 2024 436,259 1,555,488 415,050 3,888,137
Additions 16,522 539,657 51,681 693,020
Disposals (4,126 ) (312,975 ) (135,985 ) (474,538 )
At 31 December 2024 448,655 1,782,170 330,746 4,106,619
Depreciation
At 1 January 2024 358,462 897,355 351,757 2,125,480
Charge for year 50,659 222,155 39,465 364,347
Eliminated on disposal (3,955 ) (277,086 ) (135,985 ) (438,478 )
At 31 December 2024 405,166 842,424 255,237 2,051,349
Net book value
At 31 December 2024 43,489 939,746 75,509 2,055,270
At 31 December 2023 77,797 658,133 63,293 1,762,657

Central Roofing Topco Limited (Registered number: 13500556)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2024


11. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
Cost
At 1 January 2024
and 31 December 2024 1
Net book value
At 31 December 2024 1
At 31 December 2023 1

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Central Roofing Bidco Limited
Registered office: Central Park, Holmer Road, Hereford, Herefordshire, HR4 7QL
Nature of business: Holding company
%
Class of shares: holding
Ordinary 100.00
31/12/24 31/12/23
£    £   
Aggregate capital and reserves 13,905 55,942
Profit for the year/period 307,963 40,936

Central Roofing Group (UK) Limited
Registered office: Central Park, Holmer Road, Hereford, Herefordshire, HR4 7QL
Nature of business: Holding company
%
Class of shares: holding
Ordinary 100.00
31/12/24 31/12/23
£    £   
Aggregate capital and reserves 11,085 11,085
Profit for the year/period 2,350,000 1,500,000

Central Roofing Topco Limited (Registered number: 13500556)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2024


11. FIXED ASSET INVESTMENTS - continued

Central Roofing (Holdings) Limited
Registered office: Central Park, Holmer Road, Hereford, Herefordshire, HR4 7QL
Nature of business: Holding company
%
Class of shares: holding
Ordinary 100.00
31/12/24 31/12/23
£    £   
Aggregate capital and reserves 100 100

Central Roofing & Building Services Limited
Registered office: Central Park, Holmer Road, Hereford, Herefordshire, HR4 7QL
Nature of business: Roofing and building services
%
Class of shares: holding
Ordinary 100.00
31/12/24 31/12/23
£    £   
Aggregate capital and reserves 20,627,783 18,423,795
Profit for the year/period 4,553,988 3,621,100

Central Roofing (South Wales) Limited
Registered office: Central Park, Holmer Road, Hereford, Herefordshire, HR4 7QL
Nature of business:
%
Class of shares: holding
Ordinary 100.00
31/12/24 31/12/23
£    £   
Aggregate capital and reserves 4,467,693 3,539,994
Profit for the year/period 927,699 507,976


12. STOCKS

Group
31/12/24 31/12/23
£    £   
Stocks 87,345 111,139

Central Roofing Topco Limited (Registered number: 13500556)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2024


13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31/12/24 31/12/23 31/12/24 31/12/23
£    £    £    £   
Trade debtors 6,258,438 6,523,561 - -
Amounts owed by group undertakings - - 14,713,601 13,475,978
Amounts recoverable on contract 1,912,042 1,877,973 - -
Other debtors 143,151 182,652 - -
S455 debtor 3,091 3,091 - -
Directors' current accounts 246 1,255 - -
Prepayments 471,694 299,270 - -
8,788,662 8,887,802 14,713,601 13,475,978

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31/12/24 31/12/23 31/12/24 31/12/23
£    £    £    £   
Bank loans and overdrafts (see note 16) 1,157,685 243,170 - -
Payments on account 2,575,482 2,341,119 - -
Trade creditors 2,257,117 2,703,237 - -
Amounts owed to group undertakings - - 4,237,623 3,000,000
Tax 381,126 564,009 - -
Social security and other taxes 318,093 286,117 - -
VAT 667,124 274,805 - -
Other creditors 41,490 41,705 1 1
Pension fund 45,190 52,706 - -
Directors' current accounts - 4 - -
Accruals and deferred income 196,048 71,249 - -
7,639,355 6,578,121 4,237,624 3,000,001

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
31/12/24 31/12/23
£    £   
Bank loans (see note 16) 15,700,407 16,858,093

Central Roofing Topco Limited (Registered number: 13500556)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2024


16. LOANS

An analysis of the maturity of loans is given below:

Group
31/12/24 31/12/23
£    £   
Amounts falling due within one year or on demand:
Bank loans 1,157,685 243,170
Amounts falling due between one and two years:
Bank loans - 1-2 years 15,700,407 985,876
Amounts falling due between two and five years:
Bank loans - 2-5 years - 15,872,217

17. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable operating leases
31/12/24 31/12/23
£    £   
Within one year 365,092 214,564
Between one and five years 866,000 469,335
In more than five years 38,532 67,826
1,269,624 751,725

18. SECURED DEBTS

The following secured debts are included within creditors:

Group
31/12/24 31/12/23
£    £   
Other loans 16,858,092 17,101,263

The company is party to 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.

In addition to the above, the companies within the group have a group set-off arrangement within their banking arrangements.

Central Roofing Topco Limited (Registered number: 13500556)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2024


19. PROVISIONS FOR LIABILITIES

Group
31/12/24 31/12/23
£    £   
Deferred tax 285,866 206,449

Group
Deferred
tax
£   
Balance at 1 January 2024 206,449
Provided during year 79,417
Balance at 31 December 2024 285,866

20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31/12/24 31/12/23
value: £    £   
100,000 Ordinary £1 100,000 100,000
NIL - -
100,000 100,000

21. RESERVES

Group
Retained Share
earnings premium Totals
£    £    £   

At 1 January 2024 (5,034,466 ) 10,375,978 5,341,512
Deficit for the year (888,955 ) (888,955 )
Dividends (350,000 ) (350,000 )
At 31 December 2024 (6,273,421 ) 10,375,978 4,102,557

Central Roofing Topco Limited (Registered number: 13500556)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2024


21. RESERVES - continued

Company
Retained Share
earnings premium Totals
£    £    £   

At 1 January 2024 - 10,375,978 10,375,978
Profit for the year 350,000 350,000
Dividends (350,000 ) (350,000 )
At 31 December 2024 - 10,375,978 10,375,978


22. RELATED PARTY DISCLOSURES

At the year end directors owed the company £246 (2023: £1,255). The advances are repaid the following month and no interest is charged.

23. ULTIMATE CONTROLLING PARTY

The group is controlled by its directors. There is no single ultimate controlling party.