Company registration number 03592895 (England and Wales)
MAKEMORE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
MAKEMORE LIMITED
COMPANY INFORMATION
Director
A Rothwell
Secretary
R Anderson
Company number
03592895
Registered office
c/o Patterson and Rothwell Limited
Oldham
Greater Manchester
OL2 6EH
Auditor
Champion Accountants LLP
1 Worsley Court
High Street
Worsley
Manchester
M28 3NJ
MAKEMORE LIMITED
CONTENTS
Page
Strategic report
1 - 2
Director's report
3
Independent auditor's report
4 - 6
Group statement of comprehensive income
7
Group balance sheet
8
Company balance sheet
9
Group statement of changes in equity
10
Company statement of changes in equity
11
Group statement of cash flows
12
Notes to the financial statements
13 - 29
MAKEMORE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The director presents the strategic report for the year ended 31 December 2024.
Business Performance and Overview
The board is satisfied with Makemore business performance in 2024. The strategic addition of Ultimate Roofing and Building Products Ltd into the Patterson and Rothwell Limited group was completed successfully and all objectives of the acquisition were executed on time and within budget.
The integration has enabled operational synergies for the group, strengthening the Ultimate Roofing and Building Products Ltd supply chain and utilize the benefit of 30+ years manufacturing experience and expertise of designing products for the roofing sector. In parallel, making a contribution to the future expansion of Patterson and Rothwell Limiteds presence in the wider building products markets.
Acknowledgement must be given to the combined businesses following a criminal attack on our infrastructure by cyber criminals during the second trading quarter of the year, impacting normal day to day operations, however through diligent management and careful planning a successful and full integration has been achieved.
External economic factors continued to limit growth in some trading sectors with in Patterson and Rothwell Ltd, however Ultimate Roofing and Building Products Ltd specific accounts increased by 24% in 2024 compared to the previous year.
Increasing costs of employment, energy and materials impacted overhead liabilities for the group, these have been largely mitigated through our focus and commitment to our Operational Excellence program enabling an off-set in costs in many of these areas.
Loyalty from our customers throughout 2024 has been invaluable and a testament to many of our trading partnerships who provided tremendous support throughout the year, which alongside our teams commitment and dedication, the on-boarding of Ultimate Roofing and Building products Ltd, alongside a continued drive for efficiency has enabled an optimistic end to the year.
People and Training
The core strength of the group remains in its most important resource – our people.
We have continued to invest in our teams and their personal development across all businesses in the group, as well as regulatory H&S obligations and engineering apprenticeship program.
Internally, our skill sharing philosophy has been invaluable with the integration of Ultimate Roofing and Building Products Ltd, creating a proactive mindset within all team members throughout the organisation
Our leadership teams have also participated in a customized HR development program which has driven improvements in our people and performance management procedures in parallel to a broader knowledge and adoption legislative policies.
Health and Safety and Environment
Our H&S record for 2024 has shown year on year improvement in reducing accidents and incidents, with particular focus given to hazard identification and elimination, machinery assessments and team involvement with incident follow up, remedial actions and close out.
Current industry best practices already integrated into Patterson and Rothwell Limited daily routines have been cascaded to Ultimate Roofing and Building Products Limited team members and successfully adopted to ensure consistent behaviours throughout the wider Makemore group, again, creating a standardized approach and consistent behaviours towards driving a safety first mindset.
MAKEMORE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
KPI’s
Gross profit for the group increased by 1.4%, from 25.7% in 2023 to 27.1% in 2024.
Turnover rose by 7% overall, driven largely by the onboarding of Ultimate Roofing and Building Products Ltd in to Patterson and Rothwell Ltd.
On time in full (OTIF) within the combined Sales functions rose to 88% in 2024 from 84.5% the previous year, an efficiency improvement driven from the successful implementation of a group Sales and Operational planning system.
Additionally, strategic stock holding throughout the group has increased our manufacturing OEE performance, again a contributing factor in our gross profit results.
All businesses within the Makemore group is measured and monitored using KPI metrics, with a robust tiered escalation operating system and where required, a corrective and preventative action process.
Our Management Operating System adopts industry best practices, underpinned by externally audited accreditations such as ISO 9001, ISO 14001, IATF 16949 and BRCGS v6, all of which continue to bolster our Business Excellence strategy and stable manufacturing foundations.
Objectives
The primary objective for Makemore in 2024 was the acquisition and integration of Ultimate Roofing and Building Products Ltd, which was successfully completed to plan.
Directionally, throughout 2024 and into next year, our objective is to continue to capitalize on the business synergies to drive efficiencies and level of service.
From a sales, marketing and commercial perspective, our strategic growth focus remained on track with investments in innovation, tooling and development as well as plant infrastructure to service our growth expectations.
Any volatility caused by world events which were deemed as a risk that could affect UK and global trading conditions have been largely mitigated through our on going adoption of a flexible cost model and continuous improvement methodology.
Principal Risks and Uncertainties
The Directors of Makemore Limited have acknowledged that the continued future-proofing of our infrastructure is a key focus area for us, therefore investments in to our people, plant, infrastructure, IT and R&D projects will underpin our current systems but also strengthen our foundation for the future.
Other pressures on the group from economic uncertainties, global unrest and government financial policies are carefully monitored, with considerations given to each specific scenario at regular senior level meetings where safeguarding actions are agreed and adopted with provisions made where necessary for local, national and international incidents
We are mindful that government spending and national debt will be an impacting factor throughout the coming years and are confident our loyal and skilled work force will adapt and adopt were necessary to ensure continued success.
Our reliance on the Earths natural resources remains at the forefront of our decision making with positive steps undertaken to reduce the use of fossil fuels in our group and supporting supply chain, reducing our impact on the environment and enhancing our ecological improvements.
R Anderson
Secretary
29 September 2025
MAKEMORE LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
The director presents his annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of the company and group continued to be that of plastic injection mouldings and associated engineering processes.
Director
The director who held office during the year and up to the date of signature of the financial statements was as follows:
A Rothwell
Results and dividends
The results for the year are set out on page 7.
No ordinary dividends were paid. The director does not recommend payment of a further dividend.
Auditor
The auditor, Champion Accountants LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of director's responsibilities
The director is responsible for preparing the Annual Report 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 group and company, and of the profit or loss of the group 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;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the group and 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 auditor of the company 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 auditor of the company is aware of that information.
By order of the board
R Anderson
Secretary
29 September 2025
MAKEMORE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MAKEMORE LIMITED
- 4 -
Opinion
We have audited the financial statements of Makemore Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group 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 group's and the parent company's affairs as at 31 December 2024 and of the group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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 group and parent 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 group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is 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 director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the director's report have been prepared in accordance with applicable legal requirements.
MAKEMORE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MAKEMORE LIMITED
- 5 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of director
As explained more fully in the director's responsibilities statement, 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 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 director is responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the parent company or to cease operations, or has 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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
As part of our planning process:
- We enquired of management the systems and controls the company has in place, the areas of the financial statements that are mostly susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. The company did not inform us of any known, suspected or alleged fraud.
- We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 102 and Companies Act 2006.
- We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment
accordingly.
- Using our knowledge of the company, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.
The key procedures we undertook to detect irregularities including fraud during the course of the audit included:
MAKEMORE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MAKEMORE LIMITED
- 6 -
- 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, in particular in relation to deferred income, depreciation methods & cut-off.
- Assessing the extent of compliance, or lack of, with the relevant laws and regulations.
- Testing key revenue lines, in particular cut-off, for evidence of management bias.
- Performing a physical verification of key assets.
- Obtaining third-party confirmation of material bank balances.
- Documenting and verifying all significant related party balances and transactions.
There are inherent limitations in the audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. The risk of not detecting a material misstatement resulting from fraud is higher than one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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.
This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Mark Turner FCA (Senior Statutory Auditor)
For and on behalf of Champion Accountants LLP
29 September 2025
Chartered Accountants
Statutory Auditor
1 Worsley Court
High Street
Worsley
Manchester
M28 3NJ
MAKEMORE LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
2024
2023
Notes
£
£
Turnover
5
15,075,331
14,092,653
Cost of sales
(10,992,534)
(10,474,826)
Gross profit
4,082,797
3,617,827
Distribution costs
(398,986)
(518,337)
Administrative expenses
(4,131,830)
(3,249,720)
Other operating income
-
82,250
Operating loss
6
(448,019)
(67,980)
Interest receivable and similar income
9
29,481
Interest payable and similar expenses
10
(146,880)
(146,008)
Loss before taxation
(594,899)
(184,507)
Tax on loss
11
196,869
250,046
(Loss)/profit for the financial year
26
(398,030)
65,539
(Loss)/profit for the financial year is attributable to:
- Owners of the parent company
(419,888)
65,539
- Non-controlling interests
21,858
-
(398,030)
65,539
Total comprehensive income for the year is attributable to:
- Owners of the parent company
(419,888)
65,539
- Non-controlling interests
21,858
(398,030)
65,539
The profit and loss account has been prepared on the basis that all operations are continuing operations.
MAKEMORE LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 8 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
13
6,717,706
7,109,373
6,717,706
7,109,373
Current assets
Stocks
16
3,587,385
2,964,364
Debtors
17
3,893,980
4,345,816
Cash at bank and in hand
104,733
404,088
7,586,098
7,714,268
Creditors: amounts falling due within one year
18
(5,200,703)
(5,307,679)
Net current assets
2,385,395
2,406,589
Total assets less current liabilities
9,103,101
9,515,962
Creditors: amounts falling due after more than one year
19
-
(22,756)
Provisions for liabilities
Deferred tax liability
23
752,422
755,491
(752,422)
(755,491)
Net assets
8,350,679
8,737,715
Capital and reserves
Called up share capital
22
31,375
31,375
Share premium account
26
4,607
4,607
Capital redemption reserve
26
6,276
6,276
Profit and loss reserves
26
8,275,569
8,695,457
Equity attributable to owners of the parent company
8,317,827
8,737,715
Non-controlling interests
32,852
Total equity
8,350,679
8,737,715
These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.
The financial statements were approved and signed by the director and authorised for issue on 29 September 2025
29 September 2025
A Rothwell
Director
Company registration number 03592895 (England and Wales)
MAKEMORE LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
14
1,256,677
1,256,677
Current assets
Debtors
17
6,275
6,275
Cash at bank and in hand
100
100
6,375
6,375
Creditors: amounts falling due within one year
18
(1,217,550)
(1,217,550)
Net current liabilities
(1,211,175)
(1,211,175)
Net assets
45,502
45,502
Capital and reserves
Called up share capital
22
31,375
31,375
Share premium account
26
4,607
4,607
Capital redemption reserve
26
6,276
6,276
Profit and loss reserves
26
3,244
3,244
Total equity
45,502
45,502
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £0 (2023 - £0 profit).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved and signed by the director and authorised for issue on 29 September 2025
29 September 2025
A Rothwell
Director
Company registration number 03592895 (England and Wales)
MAKEMORE LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
£
Balance at 1 January 2023
25,100
4,607
6,276
8,629,918
8,665,901
-
8,665,901
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
-
65,539
65,539
-
65,539
Issue of share capital
22
6,275
-
-
6,275
-
6,275
Balance at 31 December 2023
31,375
4,607
6,276
8,695,457
8,737,715
8,737,715
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
-
(419,888)
(419,888)
21,858
(398,030)
Acquisition of subsidiary
-
-
-
-
-
10,994
10,994
Balance at 31 December 2024
31,375
4,607
6,276
8,275,569
8,317,827
32,852
8,350,679
MAKEMORE LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2023
25,100
4,607
6,276
3,244
39,227
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
-
-
Issue of share capital
22
6,275
-
-
6,275
Balance at 31 December 2023
31,375
4,607
6,276
3,244
45,502
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
-
-
Balance at 31 December 2024
31,375
4,607
6,276
3,244
45,502
MAKEMORE LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
1
104,432
753,917
Interest paid
(146,880)
(146,008)
Income taxes refunded
349,728
245,215
Net cash inflow from operating activities
307,280
853,124
Investing activities
Purchase of business
133,708
-
Purchase of tangible fixed assets
(673,917)
(1,318,489)
Proceeds from disposal of tangible fixed assets
3,400
3,218,464
Interest received
29,481
Net cash (used in)/generated from investing activities
(536,809)
1,929,456
Financing activities
Repayment of bank loans
-
(2,208,693)
Payment of finance leases obligations
(69,826)
(164,637)
Net cash used in financing activities
(69,826)
(2,373,330)
Net (decrease)/increase in cash and cash equivalents
(299,355)
409,250
Cash and cash equivalents at beginning of year
404,088
(5,162)
Cash and cash equivalents at end of year
104,733
404,088
MAKEMORE LIMITED
GROUP STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
1
Cash generated from group operations
2024
2023
£
£
(Loss)/profit after taxation
(398,030)
65,539
Adjustments for:
Taxation credited
(196,869)
(250,046)
Finance costs
146,880
146,008
Investment income
(29,481)
Gain on disposal of tangible fixed assets
-
(368,218)
Amortisation and impairment of intangible assets
(62,302)
-
Depreciation and impairment of tangible fixed assets
1,315,753
1,397,341
Movements in working capital:
Increase in stocks
(66,401)
(316,909)
Decrease in debtors
933,009
529,605
Decrease in creditors
(1,567,608)
(419,922)
Cash generated from operations
104,432
753,917
2
Analysis of changes in net debt - group
2024
£
Opening net funds/(debt)
Cash and cash equivalents
404,088
Obligations under finance leases
(92,586)
311,502
Changes in net debt arising from:
Cash flows of the entity
(229,529)
Closing net funds/(debt) as analysed below
81,973
Closing net funds/(debt)
Cash and cash equivalents
104,733
Obligations under finance leases
(22,760)
81,973
MAKEMORE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
3
Accounting policies
Company information
Makemore Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is c/o Patterson and Rothwell Limited, Bee Mill, Shaw Road, Oldham, Greater Manchester, OL2 6EH.
The group consists of Makemore Limited and all of its subsidiaries.
3.1
Basis of preparation
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 £.
The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.
The 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 for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
3.2
Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
MAKEMORE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
3
Accounting policies
(Continued)
- 15 -
3.3
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company Makemore Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
3.4
Going concern
At the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.
3.5
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 goods 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.
3.6
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 1 year.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
3.7
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:
Plant and equipment
20% and 10 % reducing balance
Fixtures and fittings
25% reducing balance
Motor vehicles
25% reducing balance
MAKEMORE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
3
Accounting policies
(Continued)
- 16 -
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.
3.8
Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
3.9
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
3.10
Stocks
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.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
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 or loss. Reversals of impairment losses are also recognised in profit or loss.
3.11
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.
3.12
Financial instruments
The group 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 group's balance sheet when the group 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.
MAKEMORE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
3
Accounting policies
(Continued)
- 17 -
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 group 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 group 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 obligations 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.
MAKEMORE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
3
Accounting policies
(Continued)
- 18 -
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 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 through 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 group's contractual obligations expire or are discharged or cancelled.
3.13
Equity instruments
Equity instruments issued by the group 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 group.
3.14
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 group’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 if, and only if, there is 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.
MAKEMORE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
3
Accounting policies
(Continued)
- 19 -
3.15
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.
3.16
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
3.17
Leases
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 leased asset are consumed.
3.18
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.
4
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the director is 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.
5
Turnover and other revenue
An analysis of the group's turnover is as follows:
2024
2023
£
£
Turnover analysed by class of business
Sale of goods
15,075,331
14,092,653
MAKEMORE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
5
Turnover and other revenue
(Continued)
- 20 -
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
13,258,535
12,942,651
Overseas
1,816,796
1,150,002
15,075,331
14,092,653
2024
2023
£
£
Other revenue
Interest income
-
29,481
6
Operating loss
2024
2023
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange gains
(6,536)
(5,723)
Fees payable to the group's auditor for the audit of the group's financial statements
-
-
Depreciation of owned tangible fixed assets
1,289,353
1,337,778
Depreciation of tangible fixed assets held under finance leases
26,400
59,563
Profit on disposal of tangible fixed assets
-
(368,218)
Release of negative goodwill
(62,302)
-
Operating lease charges
300,000
100,000
7
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Production staff
117
130
-
-
Administrative staff
32
27
-
-
Directors
4
3
1
1
Total
153
160
1
1
MAKEMORE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
7
Employees
(Continued)
- 21 -
Their aggregate remuneration comprised:
Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
4,756,947
4,705,679
Social security costs
460,137
427,225
-
-
Pension costs
135,840
122,225
5,352,924
5,255,129
8
Director's remuneration
2024
2023
£
£
Remuneration for qualifying services
68,076
88,629
9
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
420
Other interest income
-
29,061
Total income
29,481
10
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
4,565
24,803
Interest on invoice finance arrangements
140,870
115,676
Interest on finance leases and hire purchase contracts
1,445
5,529
Total finance costs
146,880
146,008
11
Taxation
2024
2023
£
£
Current tax
Adjustments in respect of prior periods
(174,691)
(370,172)
MAKEMORE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Taxation
2024
2023
£
£
(Continued)
- 22 -
Deferred tax
Origination and reversal of timing differences
(22,178)
120,126
Total tax credit
(196,869)
(250,046)
The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Loss before taxation
(594,899)
(184,507)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
(148,725)
(46,127)
Tax effect of expenses that are not deductible in determining taxable profit
9,331
12,820
Gains not taxable
(15,576)
Research and development tax credit
(174,691)
(370,172)
Other permanent differences
49,737
Deferred tax adjustments in respect of prior years
83,055
153,433
Taxation credit
(196,869)
(250,046)
12
Intangible fixed assets
Group
Goodwill
Negative goodwill
Total
£
£
£
Cost
At 1 January 2024
1,453,520
1,453,520
Additions
(62,302)
(62,302)
At 31 December 2024
1,453,520
(62,302)
1,391,218
Amortisation and impairment
At 1 January 2024
1,453,520
1,453,520
Amortisation charged for the year
(62,302)
(62,302)
At 31 December 2024
1,453,520
(62,302)
1,391,218
MAKEMORE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
12
Intangible fixed assets
(Continued)
- 23 -
Carrying amount
At 31 December 2024
At 31 December 2023
The company had no intangible fixed assets at 31 December 2024 or 31 December 2023.
13
Tangible fixed assets
Group
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
Cost
At 1 January 2024
18,674,264
1,506,133
54,104
20,234,501
Additions
456,286
169,231
45,000
670,517
Business combinations
216,019
40,950
256,969
At 31 December 2024
19,346,569
1,675,364
140,054
21,161,987
Depreciation and impairment
At 1 January 2024
11,902,357
1,182,276
40,495
13,125,128
Depreciation charged in the year
1,183,496
108,626
23,631
1,315,753
Transfers
3,400
3,400
At 31 December 2024
13,085,853
1,290,902
67,526
14,444,281
Carrying amount
At 31 December 2024
6,260,716
384,462
72,528
6,717,706
At 31 December 2023
6,771,907
323,857
13,609
7,109,373
The company had no tangible fixed assets at 31 December 2024 or 31 December 2023.
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
Group
Company
2024
2023
2024
2023
£
£
£
£
Plant and equipment
105,600
238,250
MAKEMORE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
15
1,256,677
1,256,677
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024 and 31 December 2024
1,256,677
Carrying amount
At 31 December 2024
1,256,677
At 31 December 2023
1,256,677
15
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Patterson and Rothwell Limited
United Kingdom
Plastic injection moulding
Ordinary and Ordinary G
100.00
-
Ultimate Roofing and Building Products Ltd
United Kingdom
Supply of building products
Ordinary
0
85.00
16
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Raw materials and consumables
1,349,555
1,496,562
-
-
Finished goods and goods for resale
2,237,830
1,467,802
3,587,385
2,964,364
-
-
MAKEMORE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
17
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,327,559
2,034,903
Unpaid share capital
6,275
6,275
6,275
6,275
Corporation tax recoverable
174,691
370,172
Other debtors
808,823
1,661,917
Prepayments and accrued income
576,632
272,549
3,893,980
4,345,816
6,275
6,275
18
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Obligations under finance leases
20
22,760
69,830
Trade creditors
1,995,217
1,924,130
Amounts owed to group undertakings
1,217,550
1,217,550
Other taxation and social security
277,193
901,706
-
-
Other creditors
1,879,663
1,845,621
Accruals and deferred income
1,025,870
566,392
5,200,703
5,307,679
1,217,550
1,217,550
Obligations under hire purchase contracts and finance leases are secured on the assets concerned.
Included within other creditors is a balance owed to Lloyds Bank Commercial Finance Ltd of £961,927 (2023: £1,099,090). The balance relates to an invoice finance facility and is secured by a fixed and floating charge over the assets of the group.
19
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Obligations under finance leases
20
22,756
Obligations under hire purchase contracts and finance leases are secured on the assets concerned.
MAKEMORE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
20
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
22,760
69,830
In two to five years
22,756
22,760
92,586
-
-
21
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
135,840
122,225
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
22
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and not fully paid
Ordinary shares of £1 each
25,100
25,100
25,100
25,100
Ordinary G shares of £1 each
6,275
6,275
6,275
6,275
31,375
31,375
31,375
31,375
23
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
1,420,911
1,458,606
Tax losses
(644,672)
(679,298)
Other timing differences
(23,817)
(23,817)
752,422
755,491
MAKEMORE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
23
Deferred taxation
(Continued)
- 27 -
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 January 2024
755,491
-
Credit to profit or loss
(22,178)
-
Business combination
19,109
-
Liability at 31 December 2024
752,422
-
24
Acquisition of a business
On 1 January 2024 the group acquired the business of Ultimate Roofing and Building Products Ltd.
Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
253,569
-
253,569
Inventories
556,620
-
556,620
Trade and other receivables
676,654
-
676,654
Cash and cash equivalents
133,708
-
133,708
Trade and other payables
(1,507,702)
-
(1,507,702)
Tax liabilities
(20,444)
-
(20,444)
Deferred tax
(19,109)
-
(19,109)
Total identifiable net assets
73,296
-
73,296
Non-controlling interests
(10,994)
Goodwill
(62,302)
Total consideration
-
The consideration was satisfied by:
£
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
2,183,624
Profit after tax
145,719
MAKEMORE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
25
Operating lease commitments
Lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
320,383
349,998
-
-
Between two and five years
823,999
1,114,846
-
-
1,144,382
1,464,844
-
-
26
Reserves
Share premium account - This reserve records the amount above the nominal value received for shares sold, less transaction costs.
Capital redemption reserve - This reserve records the nominal value of shares repurchased by the company.
Profit and loss account - This reserve records retained earnings and accumulated losses.
MAKEMORE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 29 -
27
Related party transactions
By virtue of common directors, partners and shareholdings, the following are related parties:
P & R Security Systems Limited
Dekko Window Systems Limited
North East Commercial Limited
BM Property Partnership
Ultimate Roofing and Building Products Ltd
By virtue of A Rothwell being a trustee, Patterson and Rothwell Directors Retirement Pension Scheme is a related party.
During the year the following transactions took place:
At the year end, a balance of £798,685 (2023: £798,685) was due from P & R Security Systems Limited.
The group sold freehold property with proceeds of £NIL (2023: £3,000,000) to BM Property Partnership. The group paid rent of £300,000 (2023: £100,000) to BM Property Partnership.
At the year end, a balance of £37,300 (2023: £49,300) was due to Patterson and Rothwell Directors Retirement Pension Scheme.
The group sold goods of £92,357 (2023: £68,112) to Dekko Window Systems Limited. At the year end, a balance of £4,534 (2023: £3,216), included within trade debtors, was due from Dekko Window Systems Limited.
At the year end, a balance of £NIL (2023: £977) was due from North East Commercial Limited.
On 1 January 2024, the group acquired 85% of Ultimate Roofing and Building Products Ltd. From the date of acquisition to the year end, the group sold goods of £2,197,424, sold tooling with proceeds of £356,130 and received management income of £68,400 from the subsidiary. At the year end, a total balance of £757,184 was due from Ultimate Roofing and Building Products Ltd.
At the year end, a balance of £305,201 (2023: £697,231) was owed to directors of the group. The loans do not bear interest.
The company has taken advantage of FRS 102 paragraph 33.1A available to companies producing consolidated group financial statements and chosen not to disclose related party transactions within the group for 100% owned subsidiaries.
28
Controlling party
By virtue of a majority shareholding in the issued share capital of Makemore Limited, A Rothwell controls the company and group.
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