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

Masterfix GB Limited (the company), trading since 2009, specialises in delivering exceptional property care to owners, occupiers and managers of a diverse range of residential and commercial properties.

Driven to provide the highest service quality, the company delivers property maintenance and allied services to three key market sectors, retail & hospitality, residential & commercial and insurance reinstatement works specifically to the insurance market.

The last financial year saw overall revenues rise slightly to £15,985,906 with Insurance Services accounting for 53% of revenue, Building Services 22% and Technical Services 25%.

In preparation for 2024, we also merged our Building Services & Technical Services Departments to form one Technical Services Division alongside our Insurance Division. The change is in support of our strategy to increase activity in specialist services including Primary M&E, with our traditional general fabric and reactive maintenance services complementing the offering

Despite the on-going challenges in market conditions, we continued with our investment in underpinning the structure within the business and expanding the range of services that we offer

Notable developments :-

·    The extension in the range of services that we provide to the insurance market, to include drying, mould     remediation and leak detection. We believe that this has been key to our growth in 2024 and allow for     expected ongoing growth in 2025.

·    Taking advantage of lease expiries in the same year, from January 2025, we have consolidated our 2     London offices into one larger property in Kennington SE11 that is capable of accommodating all of our     London based staff.

·    The ongoing expansion of our primary Mechanical & Electrical Services to the London residential market

·    On-going development on our Fire Safety Offering.

·    The Acquisition of MDFX Limited to support the expansion of our Intelligent Homes offering.

Overall and despite the market conditions, the directors remain satisfied with the performance of the company for the year ended 31 December 2024 and optimistic for strategically planned growth for 2025.

The company operates in a competitive environment. Any risks and uncertainties that affect the industry may have an impact on the performance of the company.

Business Performance- 2025 Objectives

The company’s financial plan for the forthcoming year targets an increase in revenue but with strict control on overheads to ensure an improvement in our overall profitability.

The company’s strategy for business growth is set out below.

Insurance reinstatement works - insurance will continue to be primary key growth area for the company and further enhanced by extending our client base specifically with direct supply arrangements i.e. – working directly for the insurance companies.

The development of a Regional Delivery model for Insurance whilst maintaining London as our Hub and area of Prime geographical concentration.

Residential Sector - An on-going focus on Technical Services with a specific focus on the company's Mechanical & Electrical Services offering. Growth will be lower than the levels of growth anticipated for the Insurance Division, but we will continue with our focus on Multi Dwelling Units (MDU’s) and with the marketing approach of “One Building, Multiple Services.

Consolidation of our activity in the Retail & Hospitality Sectors where cost pressures remain prevalent .

The Growth of our Fire Safety Offering to support the on-going requirements of the Fire Safety Act.

Providing greater autonomy to the 2 operating divisions who have little overlap both in terms of Clients & Resource.

Increasing revenue from the Residential B2C marketplace and supported by the development of on-line booking and payment systems.

Investment in Technical /I.T advancement to increase operational efficiencies – increased automation and improved real-time communication with engineers and in turn Clients.

Strategic appointments - The directors have identified the following and considered critical to the continued success and growth of the company:

·    The appointments of a Managing Director for each of Technical Services & Insurance Services. It is our     intention that these will be internal appointments and linked to our succession planning for the business

·    Head of Operations for Technical Services

·    Head of Operations for Insurance Services

Acquisition Strategy update - Whilst the identification of suitable acquisition targets remains part of our strategy, this is no longer a primary driver in our growth plans. The reason for this is that our experience to date indicates that identifying suitable targets that combine strong “value added” and ease of integration that does not result in a distraction for Senior Team is extremely challenging in the current economic climate. Our priority is therefore to re-focus on organic growth of our service offering, this strategy supported by our success in the launch of our Restoration & Drying service.

Growth Strategy

Broadly this is consistent with our Growth strategy formulated in 2021 but with the very specific objective to increase our activity in the Insurance & Residential Sectors, dilute activity in the retail and hospitality sectors and extend our Fire & Security Offering.

The company considers the company has a normal level of exposure to liquidity and interest rate risk arising from its trading activities.

Credit risk

At 31 December 2024 the company had a bank loan of £611,111 repayable over a five-year term at 5.75% over base rate. The above loan was advanced in September 2022. It is due for repayment in August 2028 by way of equal monthly instalments.

Liquidity

The company has credit facilities with its bankers that enables it to draw funds against unpaid sales invoices, this facility is available should the company require short term liquidity.

Cash flow

The company generated cashflow in the year to 31 December 2024 of £698,496 from its operations. The majority of this cashflow was used to service loans and also to fund further investment in fixed assets.

Group

At 31 December 2024 included in debtors is £2,106,247 due from Carlo Bidco Limited. This balance arises from Carlo Bidco Limited's purchase of shares in Masterfix GB Limited and the payment of interest on redeemable loan notes used by Carlo Bidco Limited to purchase the shares. The company is responsible for the continued financial support of Carlo Bidco Limited.

The company's vision is to become a household name in the residential and commercial property management sectors, delivering exceptional building maintenance services all in support of long-term client relationships built on trust and reliability.

We aim to deliver on our promise of exceptional property care to residential and commercial clients who choose best value over lowest cost. The company does this through carefully selected engineers and service partners whose communication skills and service principles match their technical excellence.

The company will continue to reinforce its key values, considered critical in promoting its ethos of “Exceptional Property Care”.

On behalf of the board

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

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

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

FMCB 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.

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.

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.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of financial instruments and future developments.

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.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

We have audited the financial statements of Masterfix GB Limited (the 'company') for the year ended 31 December 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity 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' report 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.

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 directors' report.

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.

As explained more fully in the directors' responsibilities statement, 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.

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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered information including the following:

• the nature of the industry and sector, control environment and business performance;

• results of our enquiries of management regarding identification and assessment of the risks of irregularities;

• the internal controls and company procedures established to detect and mitigate risks of fraud or non-compliance with laws and regulations;

• the legal and regulatory framework that the company operates in which includes in this context the Companies Act and tax legislation;

• consideration of factors that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate.

As a result of considering the above we use audit procedures to respond to any potential risks. Procedures used include the following:

• reviewing the financial statement disclosures and testing supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

• reading minutes of meetings of those charged with governance;

• enquiring of management to obtain an understanding of any provisions and testing the appropriateness of journal entries and other adjustments;

• evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above procedures the engagement team remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

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.

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.

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

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Masterfix GB Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 1 & 3, 33 Stannary Street, Kennington, London, SE11 4AA.

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 amounts in these financial statements are rounded to the nearest pound.

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

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 33 ‘Related Party Disclosures.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Masterfix GB Limited is a wholly owned subsidiary of Carlo Bidco Limited and its ultimate parent undertaking is Carlo Topco Limited. The results of Masterfix GB Limited are included in the consolidated financial statements of Carlo Topco Limited which are available from Unit 1 & 3 33 Stannary Street, Kennington, London, United Kingdom, SE11 4AA.

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

Turnover is measured at the fair value of the consideration received or receivable and represents amounts for services provided in the normal course of business, net of discounts, VAT and other sales related taxes. Revenue from the provision of services is recognised when those services have been performed.

Intangible assets are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation 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:

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:

At each reporting date fixed assets are reviewed to determine whether there is any indication that those assets have suffered a material impairment loss. If a material impairment loss arises then it is recognised in the profit and loss account or against the revaluation reserve if the asset has been revalued.

Stocks are stated at the lower of cost and net realisable value after making due allowance for impairment losses on obsolete and slow moving items. Impairment losses are recognised in profit or loss.

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 and 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.

Financial assets include debtors, cash and bank balances. Debtors, cash and bank balances which are basic financial assets are measured at transaction price less any impairment. Financial assets are assessed for indicators of impairment at each reporting end date. Any changes in value are recognised in the profit or loss. account.

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.

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.

Financial liabilities includes creditors, bank loans and borrowings. creditors, bank loans and borrowings which are basic financial liabilities are measured at transaction price. Any changes in value are recognised in the profit or loss account.

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

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

The tax currently payable is based on taxable profit for the year. 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 liabilities are recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

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

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 profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

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.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The charge for depreciation is derived after determining an estimate of an asset’s expected useful life and the expected residual value at the end of its life. Increasing an asset’s expected life or its residual value would result in a reduced depreciation charge in the profit and loss account. The useful lives and residual values of the assets are determined by management at the time the asset is acquired and reviewed annually for appropriateness. The useful lives are based on historical experience with similar assets as well as anticipation of future events which may impact their life. Depreciation charged in the year was £96,947 (2023: £88,885).

Cost of sales includes accruals for unrecorded costs. These are determined by management who review each project. Accruals are based upon contract income, value of work done and expected gross profit margins. Accruals includes £472,978 (2023: £375,167) for unrecorded costs.

An analysis of the company's turnover is as follows:

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2023 - 3).

Following the year end, MDFX Limited being a fellow group subsidiary went into voluntary liquidation. The amount written off as shown above represents the intercompany loan balance with MDFX Limited that is considered not recoverable.

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

The actual charge/(credit) 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:

The carrying value of land and buildings comprises:

Tangible fixed assets includes assets held under finance leases or hire purchase contracts, as follows:

Amounts falling due within one year include £1,584,019 (2023: £1,781,577) secured over the assets of the company.

Bank loans are secured over the assets of the company.

The above loan was advanced in September 2022. It is due for repayment in August 2028 by way of equal monthly instalments. Interest is charged at 5.75% over base rate.

Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Operating lease obligations represent amounts payable by the company for premises rentals for Unit 1 & 3, 33 Stannary Street, Kennington, London SE11 4AA and motor vehicles rentals.

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:

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.

Coniston I LP is a shareholder in Carlo Topco Limited, the company's parent undertaking. There is a debenture and guarantee registered at Companies House in favour of Coniston I LP. Coniston I LP has a fixed and floating charge over the assets of the company. There is also a debenture and guarantee registered at Companies House in favour of Arbuthnot Commercial Asset Based Lending Limited has a fixed and floating charge over the assets of the company.

The company is a wholly owned subsidiary of Carlo Bidco Limited and its ultimate parent undertaking is Carlo Topco Limited. The results of the company are included in the consolidated financial statements of Carlo Topco Limited which are available from Unit 1 & 3, 33 Stannary Street, Kennington, London, SE11 4AA.