| 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 |
| 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: |
| Registered office: |
| Registered number: |
| Auditors: |
| 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: |
| 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. |
| 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: |
| 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. |
| for and on behalf of |
| Statutory Auditor |
| Certified Accountants |
| Unit 2 Foley Works |
| Foley Trading Estate |
| Hereford |
| Herefordshire |
| HR1 2SF |
| 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 | ( |
) | ( |
) |
| 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 |
| CURRENT ASSETS |
| Debtors | 13 |
| CREDITORS |
| Amounts falling due within one year | 14 | ( |
) | ( |
) |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 20 |
| Share premium | 21 |
| SHAREHOLDERS' FUNDS |
| Company's profit for the financial year | 350,000 | - |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| 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 |
| Changes in equity |
| Balance at 31 December 2023 |
| Changes in equity |
| Dividends | - | ( |
) | - | ( |
) |
| Total comprehensive income | - | - |
| Balance at 31 December 2024 |
| 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 |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| 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 |
| 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 |
| Freehold property | - |
| Long leasehold | - |
| Plant and machinery | - |
| Fixtures and fittings | - |
| Motor vehicles | - |
| Computer equipment | - |
| 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 |
| 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 |
| Net book value |
| At 31 December 2024 |
| At 31 December 2023 |
| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Subsidiaries |
| 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 |
| Profit for the year/period |
| 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 |
| 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 |
| 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 |
| 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 | - | - |
| 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. | 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 | - | - |
| 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 |
| Pension fund | 45,190 | 52,706 | - | - |
| Directors' current accounts | - | 4 | - | - |
| Accruals and deferred income | 196,048 | 71,249 |
| 7,639,355 | 6,578,121 |
| 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: | £ | £ |
| 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 |
| Profit for the year |
| Dividends | ( |
) | ( |
) |
| At 31 December 2024 | 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. |