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REGISTERED NUMBER: 13506583 (England and Wales)















Report of the Directors and

Financial Statements for the Year Ended 31 December 2024

for

Central Roofing Bidco Limited

Central Roofing Bidco Limited (Registered number: 13506583)

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 Bidco Limited

Company Information
for the year ended 31 December 2024







Directors: J Broady
R Rigby



Registered office: Central Park
Holmer Road
Hereford
HR4 9BP



Registered number: 13506583 (England and Wales)



Senior statutory auditor: Russell Spencer



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

Central Roofing Bidco Limited (Registered number: 13506583)

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 £350,000 (2023: £nil).

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
R Rigby

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:





J Broady - Director


24 June 2025

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


Opinion
We have audited the financial statements of Central Roofing Bidco 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 Bidco 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 Bidco 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 Bidco Limited (Registered number: 13506583)

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 - -

Administrative expenses (41,250 ) (94,426 )
OPERATING LOSS 4 (41,250 ) (94,426 )

Income from shares in group undertakings 2,350,000 1,500,000
Interest receivable and similar income 7,190 -
2,315,940 1,405,574

Interest payable and similar expenses 5 (2,007,977 ) (1,364,638 )
PROFIT BEFORE TAXATION 307,963 40,936

Tax on profit 6 - -
PROFIT FOR THE FINANCIAL YEAR 307,963 40,936

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

307,963

40,936

Central Roofing Bidco Limited (Registered number: 13506583)

Balance Sheet
31 December 2024

31/12/24 31/12/23
Notes £    £   
FIXED ASSETS
Investments 8 31,006,988 31,006,988

CURRENT ASSETS
Debtors 9 1,116,813 -
Cash at bank 260,835 -
1,377,648 -
CREDITORS
Amounts falling due within one year 10 (16,670,324 ) (14,092,953 )
NET CURRENT LIABILITIES (15,292,676 ) (14,092,953 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

15,714,312

16,914,035

CREDITORS
Amounts falling due after more than one year 11 (15,700,407 ) (16,858,093 )
NET ASSETS 13,905 55,942

CAPITAL AND RESERVES
Called up share capital 13 1 1
Retained earnings 14 13,904 55,941
SHAREHOLDERS' FUNDS 13,905 55,942

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 Bidco Limited (Registered number: 13506583)

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 1 15,005 15,006

Changes in equity
Total comprehensive income - 40,936 40,936
Balance at 31 December 2023 1 55,941 55,942

Changes in equity
Dividends - (350,000 ) (350,000 )
Total comprehensive income - 307,963 307,963
Balance at 31 December 2024 1 13,904 13,905

Central Roofing Bidco Limited (Registered number: 13506583)

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


1. STATUTORY INFORMATION

Central Roofing Bidco 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 Company 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
The Balance Sheet shows net current liabilities of £15,292,676 principally due to loan balances with group undertakings, as detailed in note 10 to the financial statements. The group has confirmed 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.

Central Roofing Bidco Limited (Registered number: 13506583)

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


2. ACCOUNTING POLICIES - continued

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
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.

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. 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.

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 for the period ended 31 December 2023.

The average number of employees during the year was NIL (2023 - NIL).

Central Roofing Bidco Limited (Registered number: 13506583)

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


3. EMPLOYEES AND DIRECTORS - continued

period
1.5.23
year ended to
31.12.24 31.12.23
£    £   
Directors' remuneration - -

4. OPERATING LOSS

The operating loss is stated after charging:

period
1.5.23
year ended to
31.12.24 31.12.23
£    £   
Auditors' remuneration - (535 )

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
Finance costs 150,180 100,120
2,007,977 1,364,638

6. 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.

7. DIVIDENDS
period
1.5.23
year ended to
31.12.24 31.12.23
£    £   
Ordinary share of £1
Interim 350,000 -

Central Roofing Bidco Limited (Registered number: 13506583)

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


8. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
Cost
At 1 January 2024
and 31 December 2024 31,006,988
Net book value
At 31 December 2024 31,006,988
At 31 December 2023 31,006,988

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

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

Through its shareholding in Central Roofing Group (UK) Limited, the company also indirectly holds the entire issued share capital of the following companies:

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 Bidco Limited (Registered number: 13506583)

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


8. 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 (South Wales) 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 4,467,693 3,539,994
Profit for the year/period 927,699 507,976

9. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31/12/24 31/12/23
£    £   
Amounts owed by group undertakings 1,116,813 -

10. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31/12/24 31/12/23
£    £   
Bank loans and overdrafts (see note 12) 1,157,685 243,170
Amounts owed to group undertakings 15,493,890 13,827,285
Accruals and deferred income 18,749 22,498
16,670,324 14,092,953

11. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
31/12/24 31/12/23
£    £   
Bank loans (see note 12) 15,700,407 16,858,093

Central Roofing Bidco Limited (Registered number: 13506583)

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


12. LOANS

An analysis of the maturity of loans is given below:

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

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.

13. CALLED UP SHARE CAPITAL

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

14. RESERVES
Retained
earnings
£   

At 1 January 2024 55,941
Profit for the year 307,963
Dividends (350,000 )
At 31 December 2024 13,904

15. 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.

16. ULTIMATE CONTROLLING PARTY

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.