Company registration number 10429072 (England and Wales)
ROOFBASE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Richard Anthony
Chartered Accountants and Registered Auditors
ROOFBASE LIMITED
COMPANY INFORMATION
Directors
N Dickinson
S Lloyd
R Speroni
Company number
10429072
Registered office
Holland House, Valley Way
Rockingham Road
Market Harborough
Leicestershire
LE16 7PS
Auditor
Richard Anthony
Ground Floor Cooper House
316 Regents Park Road
London
United Kingdom
N3 2JX
ROOFBASE LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 5
Independent auditor's report
6 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 28
ROOFBASE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Review of the business

Sales and gross profit

Headline performance in 202 4 showed a circa 1% decrease in revenue and realised a 1 0% decrease in EBITA. 202 4 was a year of consolidation with no new depots opening and the Directors were satisfied with the performance.

Depot network

The directors continue to look for and have identified further locations in both the short and medium term, but will be staying steadfast to the model which has proved successful since beginning trading operations in 2017.

The Directors have a basic but unique model that forms the basis of identifying new depots and will continue to use this for future Roofbase depots.

Health & Safety

The protection of staff and customers is a leading priority for the Directors who are determined to provide a safe and welcoming environment for everyone.

Roofbase outsource all health & safety to a leading UK consultancy who provide detailed and ongoing oversight over all operations to ensure compliance with new and existing legislation.

Employees

The Directors’ desire is to create a culture of positivity and “can do” attitude, ensuring the workplace is somewhere where our staff enjoy working.

To assist with this, the Directors have outsourced training programmes for all staff to help with their own development and progression within the Roofbase business. These programmes are tailored to each department and all employees are encouraged to attend.

The Directors recognise the future of the business will be even stronger if we invest, support and help staff with career and skills advancement.

From the outset of the business, the Directors reward senior managers and all staff with remuneration above Government guidelines.

With all the above decisions and activities our staff retention is extremely high which is a main priority and ensures continued expertise and growth.

Environmental

An environmental strategy discussion takes place at every board meeting and future measures are currently being investigated including the provision of electric vehicles for senior staff.

All depots have two electric charging points for use by staff, customers and suppliers.

Suppliers and customers

We believe in supporting and treating both our suppliers and customers in the same professional and supportive way.

Our stock depth and range has contributed to our growth to date.

ROOFBASE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Principal risks and uncertainties

Price inflation continues to be a considerable challenge to manage and although overall inflation has reduced significantly, price increases have become embedded and regular. The Directors and senior management believe we have a robust data collection system and proven tools to manage margins. We recognise the pressure on our customers and we work closely with them via our depots.

Businesses in this sector are impacted by Government policy and the wider macroeconomic environment. The budgetary changes such as employers’ national insurance will have significant cost implications on Roofbase and the entire industry. Careful cost management remains central to our strategy to maintain resilience in uncertain market conditions.

Ongoing economic volatility presents a key risk to Roofbase Limited’s operations and strategic growth. Fluctuations in inflation, interest rates, and consumer confidence continue to impact the construction sector. Roofbase actively monitors macroeconomic indicators and maintains close relationships with suppliers and customers to mitigate exposure.

Potential risks and uncertainties have been discussed in advance and actions have been taken to ensure Roofbase continues to grow year on year.

Key performance indicators

The Directors and senior management team are able to monitor sales, margins, customer transactions and debt collection in real time and use this valuable data to react extremely quickly.

The focus on margin and debt collection are prioritised to ensure that the debt requirement within the business is kept to a minimum and allows it to strengthen its cash position notwithstanding new branch openings.

Principal key performance indicators include:

Branch contribution: Net positive monthly contribution (in performance and cash terms) to the overall business growth and branch contribution to grow year on year by at least CPI

Debt collection: Debtor days across the business to reduce year on year (in aggregate and by account).

On behalf of the board

S Lloyd
Director
29 August 2025
ROOFBASE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company continued to be that of wholesale of building and roofing products.

Results and dividends

The results for the year are set out on page 10.

Ordinary dividends were paid amounting to £1,000,000. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

N Dickinson
S Lloyd
R Speroni
Auditor

Richard Anthony were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Energy and carbon report

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per employee, the recommended ratio for the sector.

2024
2023
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
- Gas combustion
2,337,034
3,336,532
- Electricity purchased
254,696
317,541
- Fuel consumed for transport
61,272
51,753
2,653,002
3,705,826
ROOFBASE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
2024
2023
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
-
-
- Fuel consumed for owned transport
593.00
848.00
593.00
848.00
Scope 2 - indirect emissions
- Electricity purchased
53.00
66.00
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the company
62.00
52.00
Total gross emissions
708.00
966.00
Intensity ratio
Tonnes CO2e per employee
8
11
Quantification and reporting methodology

We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting.

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per employee, the recommended ratio for the sector.

Measures taken to improve energy efficiency

During the reporting period, the company implemented several initiatives to enhance energy efficiency, including upgrading to LED lighting, increase number of electric vehicle, investing on site electric charges and introducing energy monitoring tools. These measures have contributed to a reduction in overall energy consumption and operational costs. The company remains committed to further sustainability improvements aligned with its environmental goals.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report 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;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

ROOFBASE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -

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 of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
S Lloyd
Director
29 August 2025
ROOFBASE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ROOFBASE LIMITED
- 6 -
Opinion

We have audited the financial statements of Roofbase Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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 Auditor's 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

ROOFBASE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ROOFBASE LIMITED (CONTINUED)
- 7 -
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 identifie d material misstatements in the strategic report or the directors' r eport.

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

- adequate accounting records have not been kept, 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.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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.

Auditor's responsibilities for the audit of the financial statements

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

Risk identified:

The following risks were identified during the course of audit:

- Management override of control;

- Revenue recognition and the related estimation;

- Identification and disclosure of related party transactions.

Audit response:

We focussed on those areas that could give rise to a material misstatement in the company financial statements. Our procedures included but were not limited to:

- Engaged in discussions with management and those charged with governance regarding actual and potential litigation, claims, instances of non-compliance with laws and regulations, and any suspected fraud;

- Reviewed minutes of meetings held with those charged with governance, where available;

- Examined legal expenditure incurred during the year to identify indicators of inaccuracies or non-compliance;

- Assessed the reasonableness and completeness of notes and disclosures within the financial statements;

- Obtained third party confirmations regarding compliance with applicable laws and regulations;

- Performed audit procedures to detect potential management override of controls, including testing the appropriateness of journal entries and other adjustments;

- Reviewed transactions to evaluate their completeness and occurrence, ensuring they are accurately recorded and appropriately presented in the financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

ROOFBASE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ROOFBASE LIMITED (CONTINUED)
- 8 -

The company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant:

- The Companies Act 2006

- Financial Reporting Standard 102

- UK tax legislation

- UK employment legislation

- H ealth and safety at Work Act 1974

- General Data Protection Regulations

- Consumer Rights Act 2015

- The Fire Safety Regulations 2022

- The Building Regulations 2010 related to roofing products

We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

We understood how the company is complying with those legal and regulatory frameworks by making inquiries of management and those responsible for legal and compliance procedures.

The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with these laws and regulations. The assessment did not identify any issues in this area.

We assessed the susceptibility of the entity's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:

- Identifying and assessing the measures management has in place to prevent and detect fraud,

- Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process,

- Challenging assumptions and judgements made by management in its significant estimates, and

- Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential existed within the recording and recognition of revenue and the controls exercised over the maintenance of the stock levels.

Our procedures in these respects were focused on the origination of revenue and directed towards ensuring the accuracy and completeness of the same by undertaking testing on a sample basis of the revenue items to ensure that sales had been recorded correctly and in the appropriate accounting period. The stock was tested, again on a sample basis, to ensure that it existed and it was disclosed at the appropriate value. We consider that the work we undertook in this regard was considered capable of detecting irregularities and fraud within the sales and purchase/stock cycles respectively.

Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulations. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach. The risk is also greater regarding irregularities occurring to fraud other than error, as fraud involves intentional concealment, forgery, collusion, omission, or misrepresentation.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

ROOFBASE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ROOFBASE LIMITED (CONTINUED)
- 9 -

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 an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Michael Barnett BA FCA (Senior Statutory Auditor)
For and on behalf of Richard Anthony, Statutory Auditor
Chartered Accountants
Ground Floor Cooper House
316 Regents Park Road
United Kingdom
N3 2JX
29 August 2025
ROOFBASE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
Notes
£
£
Turnover
3
35,161,941
35,632,270
Cost of sales
(24,379,295)
(24,703,934)
Gross profit
10,782,646
10,928,336
Administrative expenses
(8,173,735)
(8,029,566)
Operating profit
4
2,608,911
2,898,770
Interest receivable and similar income
8
-
0
8,595
Interest payable and similar expenses
9
(525,864)
(370,486)
Profit before taxation
2,083,047
2,536,879
Tax on profit
10
(538,163)
(621,068)
Profit for the financial year
1,544,884
1,915,811

The profit and loss account has been prepared on the basis that all operations are continuing operations.

ROOFBASE LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
12
2,200,614
2,098,408
Current assets
Stocks
13
4,571,039
4,822,889
Debtors
14
4,831,406
4,853,363
Cash at bank and in hand
289,858
74,388
9,692,303
9,750,640
Creditors: amounts falling due within one year
15
(9,038,146)
(9,529,059)
Net current assets
654,157
221,581
Total assets less current liabilities
2,854,771
2,319,989
Creditors: amounts falling due after more than one year
16
(195,924)
(386,997)
Provisions for liabilities
Provisions
18
185,075
-
0
Deferred tax liability
19
442,810
446,914
(627,885)
(446,914)
Net assets
2,030,962
1,486,078
Capital and reserves
Called up share capital
21
1
1
Profit and loss reserves
22
2,030,961
1,486,077
Total equity
2,030,962
1,486,078
The financial statements were approved by the board of directors and authorised for issue on 29 August 2025 and are signed on its behalf by:
S Lloyd
Director
Company registration number 10429072 (England and Wales)
ROOFBASE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2023
1
2,570,266
2,570,267
Year ended 31 December 2023:
Profit and total comprehensive income
-
1,915,811
1,915,811
Dividends
11
-
(3,000,000)
(3,000,000)
Balance at 31 December 2023
1
1,486,077
1,486,078
Year ended 31 December 2024:
Profit and total comprehensive income
-
1,544,884
1,544,884
Dividends
11
-
(1,000,000)
(1,000,000)
Balance at 31 December 2024
1
2,030,961
2,030,962
ROOFBASE LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
26
3,358,921
4,744,410
Interest paid
(525,864)
(370,486)
Income taxes paid
(694,241)
(473,005)
Net cash inflow from operating activities
2,138,816
3,900,919
Investing activities
Purchase of tangible fixed assets
(710,034)
(738,332)
Proceeds from disposal of tangible fixed assets
40,700
27,098
Repayment of loans
2,482
(2,629)
Interest received
-
0
8,595
Net cash used in investing activities
(666,852)
(705,268)
Financing activities
Payment of finance leases obligations
(256,494)
(170,237)
Dividends paid
(1,000,000)
(3,000,000)
Net cash used in financing activities
(1,256,494)
(3,170,237)
Net increase in cash and cash equivalents
215,470
25,414
Cash and cash equivalents at beginning of year
74,388
48,974
Cash and cash equivalents at end of year
289,858
74,388
ROOFBASE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
1
Accounting policies
Company information

Roofbase Limited is a private company limited by shares incorporated in England and Wales. The registered office is Holland House, Valley Way, Rockingham Road, Market Harborough, Leicestershire, LE16 7PS.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

Roofbase Limited is a subsidiary of Roofbase Group Limited, with an ultimate parent Radmat Limited. The results of the company are included in the consolidated financial statements of Radmat Limited, which are available from the website of Companies House.

1.2
Going concern

As at the balance sheet date, the company reported net assets of £2,030,962 (2023: £1,486,078) and maintained a positive cash balance. The company remained profitable, reporting a profit before tax of £2,083,048 (2023: £2,536,879) at the year end.true

A t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

T urnover is recognised when the sale of building and roofing products is complete, typically at the point of delivery or collection by the customer. Revenue is measured net of VAT, trade discounts, and returns, and is only recognised when it is probable that the economic benefits will flow to the company and the amount can be reliably measured. Returns are accounted for based on historical trends, and turnover excludes any promotional allowances or discounts provided to customers.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
Over the term of the lease
Fixtures and fittings
25% reducing balance
Computers
33.33% straight line
Motor vehicles
Over 7 years

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

ROOFBASE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.5
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.6
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell . Cost comprises direct materials bought during the year.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

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

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

ROOFBASE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

ROOFBASE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

ROOFBASE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.11
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision i s measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Leases
As lessee

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to the profit and loss account so as to produce a constant periodic rate of interest on the remaining balance of the liability.

1.15
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

ROOFBASE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the effect on amounts recognised in the financial statements.

Provision for dilapidations

A provision for dilapidations has been recognised in accordance with the requirements of FRS 102 Section 21, which requires a provision to be made when:

- The company has a present legal or constructive obligation as a result of a past event;

- It is probable that an outflow of economic benefits will be required to settle the obligation; and

- A reliable estimate can be made of the amount of the obligation.

The provision represents management’s best estimate of the costs expected to be incurred to restore leased properties to their original condition at the end of the lease term, where such an obligation exists. The estimate is based on current knowledge and historical experience. Carrying value of provision for the dilapidations at the year end was £185,075.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Sales of goods
35,161,941
35,632,270
2024
2023
£
£
Turnover analysed by geographical market
UK
35,161,941
35,632,270
2024
2023
£
£
Other revenue
Interest income
-
8,595
ROOFBASE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
4
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange gains
(4,090)
-
0
Depreciation of owned tangible fixed assets
558,238
223,866
Depreciation of tangible fixed assets held under finance leases
-
226,675
Loss/(profit) on disposal of tangible fixed assets
8,890
(5,130)
Operating lease charges
152,940
146,991
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
37,000
31,000
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
89
86

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
3,692,281
3,717,574
Social security costs
401,823
381,873
Pension costs
107,012
99,227
4,201,116
4,198,674
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
546,750
581,488
ROOFBASE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
7
Directors' remuneration
(Continued)
- 21 -
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
546,750
581,488

The remuneration of the highest paid director included a bonus accrual of £139,735 as at the year end date. Bonuses were subsequently paid in post year end.

8
Interest receivable and similar income
2024
2023
£
£
Interest income
Other interest income
-
0
8,595
9
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
472,761
319,699
Other finance costs:
Interest on finance leases and hire purchase contracts
36,276
50,787
Other interest
16,827
-
0
525,864
370,486
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
542,267
529,528
Deferred tax
Origination and reversal of timing differences
(4,104)
91,540
Total tax charge
538,163
621,068
ROOFBASE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Taxation
(Continued)
- 22 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
2,083,047
2,536,879
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
520,762
634,220
Tax effect of expenses that are not deductible in determining taxable profit
14,901
130,291
Tax effect of income not taxable in determining taxable profit
-
0
(1,283)
Effect of change in corporation tax rate
-
0
(33,308)
Permanent capital allowances in excess of depreciation
6,604
(200,392)
Deferred tax movements
(4,104)
91,540
Taxation charge for the year
538,163
621,068
11
Dividends
2024
2023
£
£
Interim paid
1,000,000
3,000,000
12
Tangible fixed assets
Leasehold improvements
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 January 2024
849,580
140,463
161,277
2,571,168
3,722,488
Additions
242,210
2,399
18,389
447,036
710,034
Disposals
-
0
-
0
-
0
(124,755)
(124,755)
At 31 December 2024
1,091,790
142,862
179,666
2,893,449
4,307,767
Depreciation and impairment
At 1 January 2024
235,642
33,433
150,277
1,204,728
1,624,080
Depreciation charged in the year
119,224
29,661
8,372
400,981
558,238
Eliminated in respect of disposals
-
0
-
0
-
0
(75,165)
(75,165)
At 31 December 2024
354,866
63,094
158,649
1,530,544
2,107,153
Carrying amount
At 31 December 2024
736,924
79,768
21,017
1,362,905
2,200,614
At 31 December 2023
613,938
107,030
11,000
1,366,440
2,098,408
ROOFBASE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
12
Tangible fixed assets
(Continued)
- 23 -

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

The directors note that the carrying value of these assets is lower than the debt due on the associated agreements. Based on past policy, the vehicles are retained within the business following the discharge of the associated agreement and therefore the depreciation policy remains appropriate for the business.

2024
2023
£
£
Motor vehicles
368,853
597,394
13
Stocks
2024
2023
£
£
Finished goods and goods for resale
4,571,039
4,822,889
14
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
3,276,600
3,412,290
Amounts owed by group undertakings
4,185
60
Other debtors
1,287,572
1,315,350
Prepayments and accrued income
263,049
125,663
4,831,406
4,853,363
15
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Obligations under finance leases
17
207,375
272,796
Trade creditors
3,271,493
4,087,061
Amounts owed to group undertakings
3,412,587
3,470,265
Corporation tax
262,267
414,241
Other taxation and social security
599,598
365,906
Other creditors
575,959
215,088
Accruals and deferred income
708,867
703,702
9,038,146
9,529,059
ROOFBASE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
15
Creditors: amounts falling due within one year
(Continued)
- 24 -

There are two outstanding registered charges o n the company. One is held by RBS Invoice Finance Limited (24 April 2017) and the second is held by National Westminster Bank Plc (14 May 2020). Both charges include the following:

- Fixed charge over all fixture and fittings, plant and machinery, goodwill, uncalled capital, stock and intellectual property.

- Floating charge over all the other property, assets and rights of the owner owned now or in the future.

- Negative pledge.

Obligations under hire purchase agreements and finance leases are secured on the assets to which they relate.

16
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Obligations under finance leases
17
195,924
386,997

Obligations under hire purchase agreements and finance leases are secured on the assets to which they relate.

17
Finance lease obligations
2024
2023
Future minimum lease payments due under finance leases:
£
£
Within one year
207,375
272,796
In two to five years
195,924
371,739
In over five years
-
0
15,258
403,299
659,793

Finance lease payments represent rentals payable by the company for certain motor vehicles. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

18
Provisions for liabilities
2024
2023
£
£
Provision for dilapidations
185,075
-
Movements on provisions:
Provision for dilapidations
£
Additional provisions in the year
185,075
ROOFBASE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
18
Provisions for liabilities
(Continued)
- 25 -

The provision represents management’s best estimate of the costs expected to be incurred to restore leased properties to their original condition at the end of the lease term, where such an obligation exists. The estimate is based on current knowledge and historical experience.

19
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
442,810
446,914
2024
Movements in the year:
£
Liability at 1 January 2024
446,914
Credit to profit or loss
(4,104)
Liability at 31 December 2024
442,810
20
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
107,012
99,227

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

21
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share of £1 each
1
1
1
1

No issue of share capital during the year.

ROOFBASE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
22
Profit and loss reserves
2024
2023
£
£
At the beginning of the year
1,486,077
2,570,266
Adjusted balance
1,486,077
2,570,266
Profit for the year
1,544,884
1,915,811
Dividends declared and paid in the year
(1,000,000)
(3,000,000)
At the end of the year
2,030,961
1,486,077

23
Operating lease commitments
As lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2024
2023
£
£
Within 1 year
815,960
777,960
Years 2-5
2,412,018
2,588,982
After 5 years
643,966
735,117
3,871,944
4,102,059
ROOFBASE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
24
Related party transactions

As at the balance sheet date, the following amounts were owed by group undertakings:

2024 2023

£ £

Roofbase (Exeter) Limited - 60

Roof Giant Limited 4,125 Nil

And the following amounts were owed to group undertakings:

2024 2023

£ £

Radmat Building Products Limited 3,391,903 3,439,153

Roofbase Group Limited 20,685 20,685

Roof Giant Limited Nil 10,428

Included in other debtors is an amount of £248,518 (2023 - £251,000) owed by S Lloyd, a director of the company.

On the amount owed to Radmat Building Products Limited, the company paid interest at a rate of 3% above base rate at the year end date. Rate of interest for the period to June 2024 was 4% above base rate. Interest payable for the year was £472,761 (2023 - £319,699). The loan balance is repayable on demand.

The amounts owed by and to the other group undertakings are unsecured, repayable on demand and interest free.

25
Ultimate controlling party

Roofbase Group Limited (registered office is Holland House, Valley Way, Rockingham Road, Market Harborough, Leicestershire, LE16 7PS) is the immediate parent undertaking with Radmat Limited (registered office is Ground Floor, Cooper House, 316 Regents Park Road, London N3 2JX) being the ultimate parent undertaking.

Radmat Limited prepares consolidated financial statements and copies will be available from the website of Companies House.

R Speroni is the ultimate controlling party by virtue of his shareholding and control in Radmat Limted.

ROOFBASE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
26
Cash generated from operations
2024
2023
£
£
Profit after taxation
1,544,884
1,915,811
Adjustments for:
Taxation charged
538,163
621,068
Finance costs
525,864
370,486
Investment income
-
0
(8,595)
Loss/(gain) on disposal of tangible fixed assets
8,890
(5,130)
Depreciation and impairment of tangible fixed assets
558,238
450,541
Increase in provisions
185,075
-
Movements in working capital:
Decrease/(increase) in stocks
251,850
(595,326)
Decrease in debtors
19,475
242,805
(Decrease)/increase in creditors
(273,518)
1,752,750
Cash generated from operations
3,358,921
4,744,410
27
Analysis of changes in net debt
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
74,388
215,470
289,858
Lease liabilities
(659,793)
256,494
(403,299)
(585,405)
471,964
(113,441)
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