The directors present their strategic report of the company and the group for the period 20 March 2023 to 31 December 2023.

The activity of the company is that of a holding company. The principal business of the group is the trading and distribution of primary and recycled minerals and aggregates. This is split into three sectors mainly loose aggregates, bagged aggregate and landfill.

The directors are satisfied with the performance of the group. Overall the group reported profitability as the trading activities of the group contribute to the continued sound financial position.

During 2024 a haulage operation was established to offer our customer base a wider range of services, this is now operating successfully and contributing to group profitability. Alongside recruitment of experienced industry personnel this has also included additional investment in a fleet of tipper/grab lorries. The group has continued to invest in both the vehicle fleet and new plant and machinery at operational sites.

Landfill operations were completed at one site during the year and the land was restored to agricultural use in line with Environment Agency and planning conditions. Landfill operations subsequently transferred to a new site.

The group continues to progress and grow and in 2025 have secured an additional site for bagging operations to expand our geographical coverage and customer base, the new site is now fully operational.

The management team are working to maintain, develop and grow our excellent reputation whilst working to build upon existing customer relationships and develop new opportunities. The group remains a strong industry presence and has continued to grow by expanding geographical coverage.

The board considers that the principal risks and uncertainties are credit risks, liquidity risks, competition and the economy.

The directors feel confident that it can maintain levels of profitability despite recent economic uncertainty following changes to Government policies and international developments impacting domestic trading conditions. This confidence is built upon the strong customer base and management team together with the long established trading record of the group.

The directors monitor overall working capital through regular cashflow forecasting to ensure adequate funding is maintained. The group has a good level of cash which is closely monitored. The directors also have a strong focus on financial planning, through the preparation of budgets and business plans, and carry out regular reviews of performance.

The group continues to use credit insurance to insure a proportion of its debtors, however a large percentage of its trading is with blue chip clients. The directors continue to set limits for customers based on independent credit reports and trading experience. These limits are reviewed regularly by the credit control team and finance director.

The quality of processes and services are regularly reviewed through internal audit and external accreditations, including ISO 9001 certification, in order to minimise operational risks and provide a high quality service to customers. The group takes health and safety and care of the environment very seriously and continues to practice a zero-breach tolerance.

The directors consider that demand for product and services remains reasonably strong. The directors are therefore continuing to invest in the business to expand the overall trading platform, including diversification and the development of new sites.

The group is exposed to the same risks and uncertainties as other businesses within the sector although the directors feel that the performance of the business is strong and that it has performed well. The directors are actively monitoring demand in the sector and are confident they have robust plans in place to accommodate future challenges.

Values

The group has core values which are driven by respect and care for:

• It's employees,

• It's clients, customers and suppliers,

• The environment,

• Health & Safety

Aims

• To create a sustainable business.

• To offer its customers the best possible product and customer care.

• To recruit, retain and train the best possible people for all positions, and to provide a safe working environment for all employees is a priority to the group.

• To create a safe vibrant, happy, exciting place of work where people want to come to work, contribute, develop and succeed. The group's employment practices and policies ensure that job applicants and all employees are treated in an equal and fair manner. Wherever possible, efforts are made to provide appropriate facilities and conditions of service to meet the workplace requirements of all employees including those with special needs or disability.

• To be a strong trading partner of choice by enhancing value for our customers and suppliers. The group understands the impact that it's operations may potentially have on the environment and promotes working practices to meet current environmental legislation and best practice.

The group has adopted strong strategies to ensure that it is achieving its objectives. These are reviewed regularly by the directors and the management team.

The group maintains a strong industry presence, building relationships that allows it to continue to develop its commercial activities and market presence.

It purposely seeks to trade with reputable companies who operate strict health and safety and environmental practices.

The group is privately owned and places great emphasis on recruiting, training and retaining high quality people. The directors consider staff resourcing and succession planning on a regular basis and promote from within where possible to maintain and develop the company culture.

The group appraises business performance and stability according to key performance indicators, such as revenue, activity levels, gross profit, profit before tax and cash, these are set out in the financial statements.

The directors are pleased with the overall result shown, especially as the group continues to face challenges in certain market sectors in which it operates, however the group projected activity remains strong due to its high levels of service and varied client base.

The group continues to invest in new plant & machinery. It has also invested in developing new projects which will further diversify the group for the future.

The directors are confident that the overall performance will hold the group well placed for the future.

On behalf of the board

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

The principal activity of the company in the year under review was that of a holding company.

The principal activity of the group in the year under review was that of the selling and distributing of various sands, gravels, aggregates and sub-base materials as well as decorative products, in addition to recycling and landfill facilities.

The total distribution for dividends for the year ended 31 December 2024 will be £203,250 (2023: £193,620).

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

Both the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting.

DJH Audit Limited has indicated its willingness to be reappointed for another term and appropriate arrangements are being made for it to be deemed reappointed as auditor in the absence of an Annual 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 group and company, and of the profit or loss of the group 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;

• 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 directors are 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. They are 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.

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.

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 AABC Bidco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group profit and loss account, 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 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 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 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 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 directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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 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 directors either intend to liquidate the parent 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.

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 group 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 group did not inform us of any known, suspected or alleged fraud.

• We obtained an understanding of the legal and regulatory frameworks applicable to the group. We determined that the following were most relevant: FRS 102, Companies Act 2006, Health & Safety at Work 1974, Fire Precautions Act 1971, Employment Act 2008, Waste (England and Wales) Regulations 2011 and General Data Protection Regulation (GDPR).

• We considered the incentives and opportunities that exist in the group, 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 group, together with the discussions held with the group 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:

• Identifying and testing journal entries, 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 the calculation of depreciation charge, categorising the leases, the level of provision for stock, and the level of provision for bad debts.

• Assessing the extent of compliance, or lack of, with the relevant laws and regulations in particular those that are central to the entity's ability to continue in operation.

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

• Obtaining third-party confirmation of material bank and loan balances.

• Documenting and verifying all significant related party and consolidated balances and transactions.

• Reviewing documentation such as the group board minutes, correspondence with solicitors, for discussions of irregularities including fraud.

• Testing all material consolidation adjustments.

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.

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

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

AABC Bidco Ltd is a private company, limited by shares, registered in England and Wales. The company's registered number is 14741991 and its registered office address is Unit 11 Gateway 1000 Arlington Business, Whittle Way, Stevenage, Hertfordshire, SG1 2FP.

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. The principal accounting policies adopted are set out below.

The financial statements consolidate AABC Bidco Limited and all of its subsidiary undertakings.

Subsidiary undertakings acquired are accounted for under the acquisition method and their results included from the acquisition date.

At the time of approving the financial statements, the directors have a reasonable expectation that the group 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 represents the aggregate of the fair value of the sale of goods, net of value added tax, rebates and discounts.

Turnover is recognised once goods have been delivered to customers.

Goodwill is the difference between the fair value of the amounts paid on acquisition of a business and the fair value of the identifiable assets and liabilities. It is amortised to the income statement over its useful economic life of 5 to 10 years.

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

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

The residual values, estimated useful lives and depreciation method of property, plant and equipment are reviewed, and adjusted as appropriate, at each statement of financial position date. The effects of any revision are recognised in the income statement when the change arises.

Fixed asset investments in subsidiary companies are stated at cost less any provision for a permanent diminution in value.

Stocks are are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow-moving items. Net realisable value is estimated selling price less costs to complete and sell.

The cost comprises of actual purchase price.

The group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties and loans to related parties.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the income statement.

Basic financial liabilities are initially measured at transaction price and subsequently measured at amortised cost being the transaction price less any amounts settled.

Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

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

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

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

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value using a pre-tax discount rate. The unwinding of the discount is recognised as a finance cost in the income statement in the period it arises.

The group operates a defined contribution pension scheme for employees. The assets of the scheme are held separately from those of the group. The annual contributions payable are charged to the income statement.

Assets obtained under hire purchase contracts or finance leases are capitalised in the statement of financial position. Those held under hire purchase contracts are depreciated over the estimated useful lives. Those held under finance leases are depreciated over their useful lives or lease terms, whichever is shorter.

The interest element of these obligations is charged to the income statement over the relevant period. The capital element of the future repayments is treated as a liability.

Rentals paid under operating leases are charged to the income statement account on a straight line basis over the period of the lease.

Dividends

Equity dividends are recognised when they become legally payable and are no longer at the discretion of the company.

In the application of the group's accounting policies, the directors are required to make estimates and judgements. The estimates are based on historical experience and other relevant factors. Actual results may differ from these estimates.

The estimates are continually evaluated. Revisions to accounting estimates are recognised in the period in which the estimate is revised.

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

Estimating the useful economic life of an asset and the anticipated residual value are considered key judgement in calculating an appropriate depreciation charge.

In categorising leases as finance or operating leases, the directors make judgements as to whether significant risks and rewards of ownership have transferred to the group as lessee.

Making judgement based on historical experience on the level of provision required for impairment of inventory. Further information received after the statement of financial position date may impact on the level of provision

required.

The directors use judgement to provide against bad debts using knowledge of customers and experience. The provisions are revisited after the statement of financial position date to ensure appropriate.

The revenue and profit before taxation are attributable to the one principal activity of the group.

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

Their aggregate remuneration comprised:

The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below:

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

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

The group or the company's investments at the Statement of Financial position date in the share capital of companies includes the following:

All the above subsidiaries are included in the consolidation. The Company’s investment in AABC Topco Limited is direct ownership, all other investments are indirect ownership.

*Denotes indirect shareholding.

Hire purchase liabilities are secured on the assets concerned.

The invoice discounting facility is secured by way of fixed and floating charge over all of the assets of the subsidiary companies.

Bank funding is secured by way of debenture against all assets of the subsidiary companies.

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

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:

Amounts contracted for but not provided in the financial statements:

P Ewen, the Managing director, is considered to be the ultimate controlling party.