REGISTERED NUMBER: 03055926 (England and Wales)

CUBRALCO LIMITED

STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

Page

Company Information

1

Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

4

Income Statement

7

Other Comprehensive Income

8

Statement of Financial Position

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTOR:

Mr C J Egginton

SECRETARY:

Mr C J Egginton

REGISTERED OFFICE:

15-17 Church Street

Stourbridge

West Midlands

DY8 1LU

REGISTERED NUMBER:

03055926 (England and Wales)

AUDITORS:

Folkes Worton LLP

Chartered Accountants and Statutory Auditor

15-17 Church Street

Stourbridge

West Midlands

DY8 1LU

The director presents his strategic report for the year ended 31 January 2025.

REVIEW OF BUSINESS

The principal activity of the company is that of a wholesaler of copper tubes and associated products to UK plumbers and builders merchants.

The directors report that the activity for the period has remained consistent to the previous year.

Research into new products and markets continues as part of the long term diversification strategy.

PRINCIPAL RISKS AND UNCERTAINTIES

Close relationships with our suppliers enable satisfactory management of currency and metal contracts in order to minimise risk.

Overhead and stock levels will be managed in line with the service needs of customers.

The company manages credit risks by applying monitored credit limits and control procedures identifying and addressing any credit issues in a timely manner.

KEY PERFORMANCE INDICATORS

The key performance indicators of the company are turnover and profit before tax.

ON BEHALF OF THE BOARD:

Mr C J Egginton - Director

11 August 2025

The director presents his report with the financial statements of the company for the year ended 31 January 2025.

DIVIDENDS

No dividends will be distributed for the year ended 31 January 2025.

DIRECTOR

Mr C J Egginton held office during the whole of the period from 1 February 2024 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he 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, Folkes Worton LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting following their appointment this year..

ON BEHALF OF THE BOARD:

Mr C J Egginton - Director

11 August 2025

Opinion

We have audited the financial statements of Cubralco Limited (the 'company') for the year ended 31 January 2025 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, 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 January 2025 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, 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 Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

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 Strategic Report or the Report of the Director.

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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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:

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

- Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.

- Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied,

- Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates,

- Assessing the extent of compliance, or lack of, with the relevant laws and regulations,

- Testing key income lines, in particular cut-off, for evidence of management bias.

- Documenting and verifying all significant related party and consolidation balances and transactions.

- We have reviewed intergroup transactions to ensure these were at an arm's length.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remains a risk of not detecting irregularities, as these may include collusion, forgery, intentional omissions, misrepresentations or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with.

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.

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.

Mr Neil Smith (Senior Statutory Auditor)

for and on behalf of Folkes Worton LLP

Chartered Accountants and Statutory Auditor

15-17 Church Street

Stourbridge

West Midlands

DY8 1LU

11 August 2025

TURNOVER

3

20,943,535

21,630,993

Cost of sales

18,309,500

19,286,253

GROSS PROFIT

2,634,035

2,344,740

Distribution costs

304,567

328,920

Administrative expenses

1,387,998

1,187,088

1,692,565

1,516,008

941,470

828,732

Other operating income

-

98,342

OPERATING PROFIT

5

941,470

927,074

Interest receivable and similar income

127

94

941,597

927,168

Amounts written off investments

6

-

10,329

941,597

916,839

Interest payable and similar expenses

7

171,890

145,558

PROFIT BEFORE TAXATION

769,707

771,281

Tax on profit

8

220,595

253,343

PROFIT FOR THE FINANCIAL YEAR

549,112

517,938

PROFIT FOR THE YEAR

549,112

517,938

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

549,112

517,938

FIXED ASSETS

Intangible assets

10

804,000

904,500

Tangible assets

11

259,054

326,984

Investments

12

100

100

1,063,154

1,231,584

CURRENT ASSETS

Stocks

13

2,416,256

1,975,211

Debtors

14

4,217,348

3,883,871

Cash at bank and in hand

227,299

57,270

6,860,903

5,916,352

CREDITORS

Amounts falling due within one year

15

5,962,037

5,723,326

NET CURRENT ASSETS

898,866

193,026

TOTAL ASSETS LESS CURRENT LIABILITIES

1,962,020

1,424,610

CREDITORS

Amounts falling due after more than one year

16

(18,352

)

(20,367

)

PROVISIONS FOR LIABILITIES

19

(44,131

)

(53,818

)

NET ASSETS

1,899,537

1,350,425

CAPITAL AND RESERVES

Called up share capital

20

50,000

50,000

Fair value reserve

21

32,656

32,656

Retained earnings

21

1,816,881

1,267,769

SHAREHOLDERS' FUNDS

1,899,537

1,350,425

The financial statements were approved by the director and authorised for issue on 11 August 2025 and were signed by:

Mr C J Egginton - Director

Called up

Fair

share

Retained

value

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 February 2023

50,000

879,831

32,656

962,487

Changes in equity

Dividends

-

(130,000

)

-

(130,000

)

Total comprehensive income

-

517,938

-

517,938

Balance at 31 January 2024

50,000

1,267,769

32,656

1,350,425

Changes in equity

Total comprehensive income

-

549,112

-

549,112

Balance at 31 January 2025

50,000

1,816,881

32,656

1,899,537

1.	STATUTORY INFORMATION

Cubralco 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.

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 financial statements contain information about Cubralco Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, TBSGG Limited, 15-17 Church Street, Stourbridge, DY8 1LU.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of copper tubes and other products is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Goodwill

Goodwill, being amount received at book value in connection with the group restructure and subsequent hive down of the parent company on the 31st January 2023, is being amortised evenly over its estimated useful life of 10 years. .

Intangible assets

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

Tangible fixed assets

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 land and building

20% straight line

Plant and equipment

25% straight line

Fixtures and fittings

25% straight line

Computers

25% straight line

Motor vehicles

25% straight line except specialist vehicles not depreciated but reviewed annually for any impairment

Decoiling machine

25% straight line

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 recognised in the profit and loss account.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

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

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

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

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.

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 and 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.

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 assets

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 payments 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 obligated to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts 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.

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 subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in the profit and 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 and loss. Debt instruments may be designated as being measured at fair value through profit and 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 recognised when the company's contractual obligations expire or are discharged or cancelled.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

Foreign exchange

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange difference gains and losses arising on translation in the period are included in profit and loss.

Hire purchase and leasing commitments

Assets obtained 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 the 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 a liability.

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

Retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

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

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2025

2024

£

£

United Kingdom

20,901,171

21,588,327

Rest of the world

42,364

42,666

20,943,535

21,630,993

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

451,475

386,858

Social security costs

47,778

33,843

Other pension costs

40,905

27,577

540,158

448,278

The average number of employees during the year was as follows:

2025

2024

Administration and sales

6

6

Warehouse and transport

7

6

13

12

2025

2024

£

£

Director's remuneration

12,564

11,517

5.	OPERATING PROFIT

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

2025

2024

£

£

Other operating leases

55,447

60,483

Depreciation - owned assets

87,875

26,048

Depreciation - assets on hire purchase contracts

10,236

2,558

Profit on disposal of fixed assets

-

(3,936

)

Goodwill amortisation

100,500

100,500

Auditors' remuneration

8,400

8,000

6.

AMOUNTS WRITTEN OFF INVESTMENTS

2025

2024

£

£

Amounts written off

-

10,329

The amount written off was as a result of the group restructure which took place last year. The companies were both under common control.

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bank interest on loans

4,561

(10,806

)

Invoice finance interest

payable

165,116

155,706

Hire purchase interest

2,213

658

171,890

145,558

8.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

230,282

201,969

Prior year tax adjustment

-

10,623

Total current tax

230,282

212,592

Deferred tax

(9,687

)

40,751

Tax on profit

220,595

253,343

9.

DIVIDENDS

2025

2024

£

£

Interim

-

130,000

10.	INTANGIBLE FIXED ASSETS

Goodwill

£

COST

At 1 February 2024

and 31 January 2025

1,113,400

AMORTISATION

At 1 February 2024

208,900

Amortisation for year

100,500

At 31 January 2025

309,400

NET BOOK VALUE

At 31 January 2025

804,000

At 31 January 2024

904,500

11.	TANGIBLE FIXED ASSETS

Fixtures

Short

Plant and

and

leasehold

machinery

fittings

£

£

£

COST

At 1 February 2024

12,400

50,062

185,807

Additions

-

889

11,100

Disposals

-

-

-

At 31 January 2025

12,400

50,951

196,907

DEPRECIATION

At 1 February 2024

12,400

27,433

117,998

Charge for year

-

8,588

28,231

At 31 January 2025

12,400

36,021

146,229

NET BOOK VALUE

At 31 January 2025

-

14,930

50,678

At 31 January 2024

-

22,629

67,809