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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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ASSEMBUILD TOPCO LIMITED
COMPANY INFORMATION
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ASSEMBUILD TOPCO LIMITED
CONTENTS
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ASSEMBUILD TOPCO LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their Strategic Report on the affairs of Assembuild Topco Limited (the “Company”) and its subsidiary undertakings (together, the “Group”) for the year ended 31 December 2024.
The Group, headed by Assembuild Topco Limited, combines online platforms, a branch network and specialist distribution channels to deliver building products and electrical cable to trade and retail customers.
The Company acts as a non-trading holding company to the Group. The Assembuild Group’s activities are carried out by the subsidiary undertakings which are listed in note 13 on page 37 and 38 to the financial statements. The Group was formed in March 2021 through the cornerstone acquisition of PBSL Group Limited, an online-led specialist builders merchant, and the simultaneous acquisitions of Securi-Flex Limited, a specialist cable distributor. On completion Group managements team was formed combining incoming sector experts, with existing employees from the two businesses. The Group aims to accelerate growth by expanding organically into new product categories and customer segments, driving operational efficiencies and increasing investment in both online and offline sales channels. The Group operates via three operational revenue streams being Securi-Flex, PBSL Group Online and PBSL Group Branch. More on the Group’s principal activities can be found on our main websites, www.securiflex.co.uk and www.professionalbuildingsupplies.co.uk.
We aim to present a balanced and comprehensive review of the development and performance of the Group during the year and its position as at 31 December 2024. Our review is consistent with the size and relatively noncomplex nature of our business and is written in the context of the risks and uncertainties we face.
The Group saw turnover marginally increase in the year underpinned by strong performance from Securi-Flex, which significantly exceeded the market average. PBSL Group Branch and PBSL Group Online had a more challenging year, primarily due to wider macro-economic headwinds which impacted the construction sector. The Directors are comfortable with the performance of the Group during the year and the Group is in a strong position for 2025.
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ASSEMBUILD TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors measure the performance of the Group principally by the yardstick of an adjusted EBITDA, in line with the definition within the Group Bank Loan Facility documents. In the year ended 31 December 2024 an EBITDA of £3.8m (2023: £4.7m) was achieved. EBITDA is arrived at by adjusting operating profit as follows:
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ASSEMBUILD TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors have set out below the principal risks facing the business. The directors are of the opinion that a thorough risk management process is in place which involves the formal review of risks identified below. Where possible, processes are in place to monitor and mitigate such risks.
Macroeconomic conditions in the UK The UK economy is expected to return to modest growth in 2025 following two years of subdued performance. However, inflation remains above the Bank of England’s target and interest rates are likely to stay higher for longer. The labour market is softening, consumer confidence is fragile, and sector performance is uneven, with services showing relative resilience while construction remains under pressure. These conditions present risks for the Group. Demand for our products is influenced by inflation, employment levels, disposable income and housing activity, while elevated borrowing costs and weaker property values may dampen overall spending. Competitive pressures from both traditional and online retailers remain significant, reinforcing the need for a disciplined approach to pricing, marketing and product strategy. Against this backdrop, the Group continues to mitigate risks through working capital optimisation, investment in stock availability, expansion into new categories and channels, targeted customer acquisition and retention, and maintaining strong supplier relationships. Despite the challenges outlined above, both PBSL Group Limited and Securi-Flex Limited have demonstrated resilience throughout the first half of 2025, delivering a strong financial performance. During this period, the Group achieved a notable increase in profit, driven by higher sales, improved margins, and enhanced operational cost efficiencies. People Risk We have just over 100 highly engaged employees across the Group who are fundamental to our success as they drive market opportunities using their experience and knowledge. We need to continue to attract, retain, invest in and incentivise them. We are committed to high standards of employment practice. We always look to promote from within the businesses. Technology and IT Infrastructure Risk Our ability to trade depends on our IT infrastructure and we are therefore exposed to the risk of system failure. Our systems remain fit for purpose, and overtime we identify that the pace of technology change could mean our systems become outdated, making our business processes inefficient, or that they become more vulnerable to unauthorised access. We constantly monitor our system for threats and rigorously test system changes to ensure business acceptance prior to launch. Our two main operating businesses operate on different ERP systems, which would limit the consequences to the Group if one of these systems suffered an outage. Appropriate cyber security is in place across the Group. Financial risk management objectives and policies The Group’s activities expose it to a number of financial risks including credit risk and liquidity risk. The principal financial risks are outlined below. The primary financial instruments are bank loans, trade debtors and trade creditors. These arise directly from the Group’s trading operations and are regularly reviewed to ensure the Group is not over exposed. Credit risk Credit risk is principally on third party derived revenues excluding online purchases which are paid for at the time of placing the order online. Group policy is aimed at minimising such risk and collection of debts is actively managed to ensure the payments are received in a timely manner and credit limits are set at acceptable levels. Appropriate credit insurance exists in the event of a credit default.
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ASSEMBUILD TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Financial risk management objectives and policies (continued)
Exposure the liquidity risk and debt service risk Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Group aims to mitigate liquidity risk by managing cash generation on a Group basis from its operations. We undertake rigorous forecasting to ensure we maintain sufficient funding and facilities. The Group also manages liquidity risk via an invoice discounting facility with HSBC and long term debt. The Group has sufficient facilities to fund current and anticipated commitments. Our operations are financed by a mix of retained profits and bank borrowings based on floating rates. Foreign currency risk The Group purchases goods from international markets and is therefore exposed to currency movements on such purchases. The Group manages the risk with forward foreign exchange contracts in line with the foreign exchange policy implemented during 2023.
The Group has just over 100 employees and it is important to thank all of them for their hard work and commitment to the Group. The Group is very much a people business and our success is always a team effort.
As required by Section 172 of the Companies Act, a director must act in a way they, in good faith, would likely promote the success of the Company for the benefit of all of its members as a whole both in the current period and in the long term. When making decisions, each director ensures that they act in the way they consider to be in good faith, would most likely promote the Company’s success for the benefit of its members as a whole, and in doing so have regard, among other matters, to:
Likely consequences of any decisions in the long term The Group has a strategy which forms the basis for its business model. Any deviations from this strategy are agreed by the Board. The long term strategy of the Company and Group is to continue to grow both organically and inorganically. Interests of the Group’s employees The directors recognise that the Company and Group’s employees are fundamental and core to its business. The success of the business depends on attracting, retaining and motivating employees. From ensuring that it is a responsible employer, including fair pay, being mindful of employee wellbeing and health and safety, the directors factor the implications of decisions on employees where relevant and feasible. Need to foster the Group’s business relationships with suppliers/customers and others The success of the business depends on good relationships with our key external stakeholders. The Company and Group manages these on a day to day basis by: • Dealing with any customer enquiries/issues quickly and efficiently • Making supplier payments promptly when due • Being open and transparent with all stakeholders Impact of the Group’s operations on the community and the environment The Company and Group takes its role within the sectors it operates very seriously and promotes and encourages community and charitable contribution. The Company and Group also recognises the importance of its environmental standards.
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ASSEMBUILD TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Group agreed an ESG policy and strategy in 2022, and embarked on the first stage making improvements to our recycling via reuse of packaging and other materials to reduce our carbon footprint. Stage 2 commenced in late 2023, which is measuring our scope 1 and 2 emissions. Our first ESG report has been delayed until 2026, which will include a detailed strategy to get to carbon neutral by 2035. Additionally, the Group is supporting our local communities wherever possible.
The UK construction market is expected to enter a cautious recovery towards the end of 2025, with more sustained growth anticipated from 2026 as confidence gradually improves.
The current strategy of the Group is to organically grow PBSL Group Limited and Securi-Flex Limited as two independent operating businesses. The Group will consider acquisitions if there was a strong strategic fit.
This report was approved by the board and signed on its behalf.
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ASSEMBUILD TOPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the year, after taxation and minority interests, amounted to £2,610k (2023 - loss £2,458k).
The Directors have not approved any dividends for the year ending 31 December 2024 and to the date of signing this report (2023: nil).
The Group has made qualifying third party indemnity provisions for the benefit of its Directors during the year. These provisions remain in force at the date of this report.
The directors who served during the year were:
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ASSEMBUILD TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Below is a breakdown of the Group's activity during the year:
Methodology statement The report includes all emissions generated by UK offices and operations during the period. Emissions were consolidated using a "control" approach, considering all activities over which AssemBuild Topco Ltd has operational control (i.e. the authority to direct the activity). Emissions have been calculated by reference to invoices the Company received from our gas, electricity and energy providers, containing the consumption data. The emissions have been calculated using the conversion calculator from a third party website https://ccalculators .co.uk/kwh-to-co2-calculator /. Assumptions and exclusions No assumptions or exclusions to disclose. All calculations have been completed on the basis of direct energy usage data (or fuel in the case of vehicles).
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ASSEMBUILD TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
There have been no significant events affecting the Group since the year end.
The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP.
MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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ASSEMBUILD TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASSEMBUILD TOPCO LIMITED
We have audited the financial statements of AssemBuild Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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 in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
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 Group's or the 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 directors with respect to going concern are described in the relevant sections of this report.
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ASSEMBUILD TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASSEMBUILD TOPCO LIMITED (CONTINUED)
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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group 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 Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
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ASSEMBUILD TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASSEMBUILD TOPCO LIMITED (CONTINUED)
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 Group 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:
∙Enquiry of management and those charged with governance around actual and potential litigation and claims;
∙Enquiry of company staff in finance and compliance functions to identify any instances of non-compliance with laws and regulations;
∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;
∙Reviewing minutes of meetings of those charged with governance;
∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.
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ASSEMBUILD TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASSEMBUILD TOPCO LIMITED (CONTINUED)
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.
for and on behalf of
Maidenhead, United Kingdom
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)
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ASSEMBUILD TOPCO LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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ASSEMBUILD TOPCO LIMITED
REGISTERED NUMBER: 13207964
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024
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ASSEMBUILD TOPCO LIMITED
REGISTERED NUMBER: 13207964
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 22 to 42 form part of these financial statements.
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ASSEMBUILD TOPCO LIMITED
REGISTERED NUMBER: 13207964
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 22 to 42 form part of these financial statements.
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