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Company registered number: 14783030



















RE:GEN GROUP LTD
FINANCIAL STATEMENTS
 31 MARCH 2025













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RE:GEN GROUP LTD
 

COMPANY INFORMATION


Directors
M R Hodgkiss 
G L Francis 
J Horner 
P A Flannigan 
R B Sheridan 
A N Mcintosh 
R B Sheridan 




Registered number
14783030



Registered office
RE:GEN House
3 Azure Court

Doxford International Business Park

Sunderland

England

SR3 3BE




Independent auditors
Armstrong Watson Audit Limited
Statutory Auditor & Chartered Accountants

One Strawberry Lane

Newcastle Upon Tyne

NE1 4BX





 
RE:GEN GROUP LTD
 

CONTENTS



Page
Group Strategic Report
 
1 - 10
Directors' Report
 
11 - 12
Independent Auditors' Report
 
13 - 16
Consolidated Statement of Comprehensive Income
 
17
Consolidated Balance Sheet
 
18
Company Balance Sheet
 
19
Consolidated Statement of Changes in Equity
 
20 - 21
Company Statement of Changes in Equity
 
22
Consolidated Statement of Cash Flows
 
23 - 24
Consolidated Analysis of Net Debt
 
25
Notes to the Financial Statements
 
26 - 42


 
RE:GEN GROUP LTD
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025

Introduction
The directors present their strategic report for the year ended 31 March 2025.

Business review

The Company was newly formed during the 2024/25 financial year to incorporate the consolidation of the following subsidiary companies, namely:
• RE:GEN North East Limited
• RE:GEN North West Limited
• RE:GEN Solutions Limited
• RE:GEN Green Limited
• RE:GEN Academy Limited
• RE:GEN Yorkshire And East Midlands Limited

The Group had a consolidated turnover of £84.2m which was a 32% increase on previous year (£63.8m).

Profit before tax continued to increase year on year with 2024/25 reporting £4m (4.8%) (2023/24 £2.9m - 4.5%).

The balance sheet continued to strengthen during 2024/25 with a strong emphasis on cash collection. The closing cash balance was £12m which was an increase year on year of £8m (2023/24 £4m).

RE:GEN North East

The principal activity of the subsidiary is that of building contractors comprising of estate regeneration including the refurbishment of Registered Providers dwellings and the construction of new build housing.

2024/25 was another year of significant growth with all financial targets exceeded. Turnover grew to £72.0m from a previous year of £61.3m.

There were significant increases on gross margin % with 2024/25 reporting 17.7% (2023/24 12.5%). This has been contributed to by the drive of an efficiency agenda through the business. There was also a significant increase in earnings with a 47% year on year increase in profit before tax with 2024/25 showing record net profit results of £5.7m (7.9%) compared to 2023/24 of £3.2m (5.3%).

During 2024/25 there were no loss-making schemes reported.

The company was exceptionally cash generative with a 100% cash conversion target achieved resulting in a closing cash balance of £4.2m (2023/24 £168k).

The company continued to be successful in the negotiation of long-term strategic partnerships and frameworks that has resulted in a forward pipeline of 90% of next year’s target turnover secured.

RE:GEN North West

The principal of the subsidiary is that building contractors comprising of estate regeneration including the refurbishment of Registered Provider dwellings.

Having been incorporated during 2023, 2024/2025 was its first full year of trading. The company secured its first main contracts with four separate clients and successfully delivered £7.7m worth of work during the year. Gross margin was very healthy at 13.9%.

The forward order book remained strong with a secured pipeline of £12m going into 2025/26.

 
Page 1

 
RE:GEN GROUP LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

RE:GEN Yorkshire and East Midlands

The principal activity of the subsidiary is that of building contractors, comprising of estate regeneration including the refurbishment of Registered Providers dwellings.

The region was newly formed during 2024/25 with significant investment made in a strong experienced regional leadership team.

The region has already secured £3m in turnover during 2024/2025 over three clients for works to be completed in 2025/26. A target of £9m has been set for 2025/26.

RE:GEN Solutions

The principal activity of the subsidiary is that of Asbestos Abatement works across the North East of England and Yorkshire, supplemented with loft insulation works. The majority of work is related to Registered Social Landlord properties which accounts for 85% of its total turnover.

Turnover for the year was £5.08m with a gross profit margin of 9.5%. Operating profit was above expectations at £483k (9.5%), which was an increase of 66% on the previous year (2023/24 £291k).

The forward pipeline is also in a very healthy position with 70% of works being secured on long term frameworks ranging from two to five years.

RE:GEN Green

The principal activity of the subsidiary is that of photovoltaic system installation and associated mechanical and non-renewable electrical installations.

In its first full year of trading turnover was £5.01m. Gross margin was 31.3% with an operating profit of £705k (14.1%).

The business has continued to invest heavily in compliance which has ensured it maintained its following accreditations:
• PAS 2023 Installer
• MCS Certificate in P.U
• NIC/EIC approved contractor

It has further enhanced its offering with the following additional accreditations achieved during the year.
• MCS – Heat Pump Certification
• Gas Safe Accreditation

As well as the above certification, the business has continued to develop and enhance their in house QMS system to ensure a robust process to project manage the delivery of works. This has ensured the turnover forecast for 2025/26 is now fully secured.

RE:GEN Academy

The principal activity of the subsidiary is that of provision of adult education within the construction industry.

The business continues to work closely with a range of external stakeholders to ensure the provision meets the needs of local communities as well as the wider society and responding to the needs of policy changes.

This provision has resulted in delivering our £2.1m of social and economic value delivery within its communities during the year.

The business recognises employee challenges that the supply chain face and has invested in model to support pathways into sustainable employment. To date the Company’s investment in the Academy has been £500k.

Aligning with this focus will allow a self-sufficient model going forward with partnership delivery and supporting the social commitment already committed to for 2025/26.
Page 2

 
RE:GEN GROUP LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025


Future Developments

The Group has maintained their strong ethics around safety, client delivery, people and the effective utilisation of cash across all of the subsidiaries.

There has been significant investment in technology and staff training including middle management and senior leadership programmes across all businesses and departments.

Following a successful geographical expansion into the North West of England the company further invested in the geographical expansion into Yorkshire and East Midlands during the year. Investment was committed in appointing a strong proven leadership team to set up and grow this region.

Principal risks and uncertainties
 
Inflation will always remain a risk to the business however the Directors continue to attempt to navigate any risks by proactive management, particularly in relation to subcontractor procurement and supply chain management.

The majority of our client contracts are publicly procured long term frameworks with call-off order periods which are usually one year or less in duration. Wherever possible, we seek to negotiate the terms of the frameworks and call-off orders on as favourable terms as possible, including regular rates review periods to allow for inflation risks.  This is not always possible; therefore, we procure sub-contractor services on an order by order basis allowing for the majority of supply chain prices to be fixed against each scheme or individual scope of works.

The longer-term projects or frameworks have inflationary mechanisms embedded into the contracts.

The volatile labour market and shortage of skilled workers is also an industry wide risk. This will be mitigated where possible with ongoing investment in its current workforce and new appointments.

Significant investment in people development as well working closely with the RE: GEN Academy to develop apprenticeships is a key focus to ensure long term sustainable growth.

Page 3

 
RE:GEN GROUP LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

Governance

With the growth of the group and its continued geographical expansion significant investment was made during the year around governance. The appointment of the new C.O.O., Director of Customer and Assets and newly created Group Commercial Compliance Director role has been key priorities as well as the continued development of a new commercial and finance reporting system.

Streamlined energy and carbon reporting

Our Net Zero Strategy reflects both our commitments and purpose as a business. It is a fundamental part of our role in enhancing lives through safe, sustainable social housing regeneration.

Within our strategy we have outlined our group wide carbon reduction targets. We have applied the Greenhouse gas (GHG) protocol operational control methods to determine and outline our scope 1,2 and 3.

tCO2e = tonnes of carbon dioxide equivalent, kWh = Kilowatt hours

Emissions Scope
Financial Year 2024/25 (tco2e)
Financial Year 2023/24 (tco2e)
Scope 1
429
282
Scope 2
49
48
Scope 3
6,148
4,216
Total emissions Scope 1, 2 & 3
6,626
4,546
Total emissions Scope 1, 2 & 3 per £m turnover
73
69
Turnover (including intercompany trade)
90,326,984
65,862,463

Total UK energy split
kWh
Scope 1
1,695,763
Scope 2
235,159
Scope 3
743,759
Total kWhs (for scope 1, 2 & 3 Gry fleet)
3,090,276

Our emissions data highlight that as turnover, headcount and operational activity have expanded our scope 1, 2 and relevant Scope 3 emission have risen very slightly. This is not unexpected for a business at our stage of development and diversity on increasing new build activity which is more carbon intensive. Each project including new build projects are reviewed with an active carbon mitigation plan applied with output reviewed through the gathering of carbon data. 
 
Quantification and reporting methodology

Regen Group has adopted an operational control approach to establishing the boundary. The methodology adopted in line with the Greenhouse Gas Protocol and the BEIS Environmental Reporting Guidelines. The calculations were completed on the SmartCarbonTM Calculator using the UK Government emissions factors. CO2e is the universal unit of measurement to indicate the global warming potential (GWP) of Greenhouse Gases (GHGs), expressed in terms of the GWP of one unit of carbon dioxide. There are seven main GHGs that contribute to climate change, as covered by the Kyoto Protocol: carbon dioxide (CO2), methane (CH4), nitrous oxide (N2O), hydrofluorocarbons (HFCs), perfluorocarbons (PFCs), sulphur hexafluoride (SF6) and nitrogen trifluoride (NF3). Different activities emit different gases. Using CO2e allows all greenhouse gases to be measured on a like-for-like basis. For National grid electricity consumption, The organisation has included factors for the transmission and distribution of electricity (T&D) losses, which occur between the power station and site(s). The emissions from T&D has been accounted for in Scope 3. As with other Scope 3 impacts, reporting T&D is voluntary but is recommended standard practice by UK Government.
 
Page 4

 
RE:GEN GROUP LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025


Measures taken to improve energy efficiency

Since moving head offices we’ve been able to reduce our natural gas consumption by switching to all electric reflecting a reduction of 19 tonnes of CO2e. More recently the company has chosen to sign up to a salary sacrifice scheme, enabling staff members to switch to an electric vehicle, this will hopefully be reflected in FY 24-25 carbon data, although we are still showing year on year rapid growth as a business. Engagement within the buying team and environmental team has allowed for better planning at the start of projects, procuring more sustainable welfare units for live projects as well as looking at alternative fuel sources. Waste suppliers are also currently under review based on their waste reporting and recycling percentages, further development in this area will help to mitigate waste going to landfill. 2 Forklift have been removed completely from our operations, reducing the quantity of propane required.

The following energy efficient measures have been planned:
- A new green energy tariff is being explored for RE:GEN office.
- RE:GEN aim to phase in electric fleet where appropriate as their leases run out but also targeting     operations where shorter journeys are occurring with a longer view of staying up to date with new vehicles   on the market with higher mileage capacity. 
- HVO for fleet, plant and backup generators is being discussed as a way to operate in the same manner,    as at present electric plant isn’t feasible for the expected working hours. 
- An electric forklift has been implemented for RE:GEN Solutions.
- Key materials such as timber, concrete bricks etc will be explored for more sustainable options whilst    ensuring their performance is maintained. 

Page 5

 
RE:GEN GROUP LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

Financial key performance indicators
 
The directors used a range of financial key performance indicators to monitor business performance during the year, these were as follows:

            
2025   2024
Turnover             
84,171,240  63,821,771 Gross Profit            17,548,498  9,144,472
Gross Profit Margin         
 20.8%   14.3%
Profit Before Tax         
 4,012,519  2,872,571
Net Profit Margin          
4.8%   4.5%

There has been a dedicated focus on the utilisation of technology and driving efficiencies throughout the business. This has resulted in a significant increase in gross profit margins year on year.


S172 Statement
Introduction
The Directors of RE:GEN Group Ltd are committed to ensuring its business operations are undertaken in a fully compliant and well governed manner.  This includes complying, collectively and individually, with the Directors obligations and duties under the Companies Act 2006 (Act).  This statement details how the Directors have complied with those obligations, specifically in respect of s172 which states:

“A director of a company must act in a way he/she considers, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:

1.The likely consequences of any decision in the long term;
2.The interests of the Company’s employees;
3.The need to foster the Company’s business relationships with suppliers, customers and others;
4.The impact of the Company’s operations on the community and the environment;
5.The desirability of the Company maintaining a reputation for high standards of business conduct; and
6.The need to act fairly as between members of the Company.”

RE:GEN Group Ltd is the parent company of several subsidiary construction companies operating across the North of England.  Our purpose is to enhance lives through safe, sustainable social housing regeneration. 
The Group has experienced significant growth since its inception in 2020.  The board is aware that sustainable growth and the achievement of its long-term strategy is reliant upon meaningful engagement with all its stakeholders.  The directors consider that the Group’s strength is its culture which is achieved through the embodiment of its corporate values into its daily operations and business dealings:

We care
We are trusted
We are dynamic
We challenge the norm

RE:GEN’s values were determined with its stakeholders in mind with regards to the professional standards and quality service the company’s reputation is built upon.  The board promotes this culture by adopting the Group values into its operational and corporate decision-making as well as the governance policies and procedures implemented across the wider Group.









 
Page 6

 
RE:GEN GROUP LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

Stakeholders
RE:GEN Group has undertaken a stakeholder mapping exercise which is reviewed at regular intervals or in the event of a material operational change.

Our map has identified a variety of stakeholders with whom we actively engage, which are primarily:

1.Our shareholders;
2.Our workforce;
3.Our immediate supply chain;
4.Our clients, which primarily includes Registered Providers and local authorities;
5.Home occupiers or tenants of the properties in which we work;
6.Community Groups and charities;
7.Central and Local Government and regulatory bodies; and
8.Financial institutions. 

We actively engage with these groups and the board considers the impact of our business operations on them when making decisions for and on behalf of the company.

Our People
Shareholders
RE:GEN Group is a privately owned company whose shareholders are also its statutory board of directors.  This ensures that the strategic and operational objectives and performance of the business are communicated to and considered by our shareholders as a matter of ongoing concern.  As the business has grown, the directors have acknowledged the need to engage expertise in certain operational and corporate areas.  Subsequently, they have made internal appointments to ensure the expertise needed to facilitate their decision-making is available and reflects the growth and scale of the business.  
Following a Group restructure in 2023, the board acknowledged that the “hands-on” management of the statutory board was no longer sustainable to facilitate the effective operation of six immediate subsidiary companies.  Therefore, in Q2 FY24/25, the board approved the appointment of an Executive Board, of which several members are statutory directors and shareholders.  The statutory board delegates the day-to-day operational management of the Group to the Executive Board which reports directly into the statutory board of directors.

Workforce
Our workforce is the heart of our business, and the board acknowledges the contribution that everyone makes to our success.  

The scale of our workforce has grown commensurately with the rate of our business growth.  Our workforce is structured in accordance with the operations of our subsidiaries alongside several central services provided by RE:GEN Group for the benefit of its subsidiaries.

The recruitment of our workforce is managed as a central function.  This is intended to ensure consistent communication and standards from the point a role is advertised.  Similarly, every employee receives the same information and onboarding experience including information about our business structure, our purpose and values, our policies and procedures and business standards. Our CEO has attended several onboarding sessions personally to demonstrate the investment in our culture by the board.

The board acknowledges the importance of obtaining input and feedback from our employees.  We do this in several ways, including annual RE:PEP’s between employee and line manager, employee engagement surveys, annual business plan presentation to the entire workforce, quarterly business publications and various committees and forums, including our People Group.  We also host director site visits where a member of the statutory board attends an operational site and engages with the workforce to understand challenges being faced, performance concerns or celebrations and to hear people’s experiences and feedback in their role.
An example of our workforce input being responded to and actioned upon was the implementation of our salary sacrifice car scheme.  More detail of this can be found in our case study below.

Supply chain
Our supply chain is predominantly made up of SME’s and we acknowledge that they are a core part of our business and the wider industry.  We engage with our sub-contractors regularly and provide transparency of pipeline and opportunities to foster long term relationships and stability of supply.  This collaborative approach facilitates the confidence of our supply chain and their workforce which is generally localised labour.  Whilst not a
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RE:GEN GROUP LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

signatory, we follow the Prompt Payment Code in the payment of our supply chain.  When negotiating contracts, we are mindful of the cashflow throughout the whole chain and seek to ensure terms with clients to facilitate that flow wherever possible.

The directors consider our supply chain as partners in the delivery of our services and understand that, many of the industry wide issues we face are faced by our sub-contractors.  In attempting to address this, our RE:GEN Academy works closely with our supply chain members to identify and address skills gaps in labour.  The Academy also works closely with Registered Provider’s and their tenants and has assisted in placing unemployed members of the local communities in which we work into positions of employment within our supply chain.  This contributes not only to the wider communities but assists our supply chain in achieving its own ESG targets where they exist.
 
We seek feedback from our supply chain and have hosted a number of supply chain events giving them an open space in which to raise queries, provide feedback or identify concerns.  This allows the board to identify and take early action to mitigate against risks in the supply chain or the wider market.

We take the health and safety of any individuals on our sites extremely seriously.  Naturally, this includes our supply chain’s workforce.  Our experienced health and safety team take an active part in collaborating with our sub-contractors and their workforce to create a consistently safe working environment on all our sites.  Our health and safety manager meets with the managing directors and other senior leaders of our sub-contractors to give and procure feedback of health and safety performance and methods of improvement.  We host regular toolbox talks and share education and best practice to enhance health and safety on our sites for the benefit of anyone attending them.

Our clients
RP’s and Local authorities
We engage regularly with our client’s senior leadership teams to discuss ongoing business concerns and demands including long term agenda and challenges. We have completed a client relationship map to ensure equivalent collaboration at the right level in the respective organisation.  We recognise that the SLT of our client’s are not our only client stakeholders and our client mapping exercise ensures that the priorities of our client’s operational teams are communicated to us at the right level of our business.
 
As a standard consideration in our decision-making is long term strategy, governance and legislative requirements and challenges facing our clients.  The board has sought to educate itself on the internal governance processes many of our clients follow in relation to funding and budget allocations, asset management, rent reviews and the wider community challenges they face.  The board has also dedicated time to understanding the implications of the Social Housing Regulations and increased focus on consumer standards.  The board acknowledges that, due to the nature of the services we provide, we are in a prime place to impact tenant perception of our client’s and the standards of their home.

Wherever possible, we seek to engage with clients prior to commencing any project.  Time is dedicated to pre-construction meetings allowing us to plan the project with the client and identify and prepare for any challenges at the earliest opportunity. 

We have invested in technology to improve our client’s experience to streamline data collection allowing for a more seamless reporting exercise.   This has allowed us to communicate more effectively and efficiently with our clients by giving real time updates and centralised document collation.

The board prioritises ongoing communication and collaboration with clients.  To facilitate this, the appointment of our Director of Customer and Asset has been a significant appointment to the Executive team.  This assists in ensuring our clients have a voice at board level and influence in our decision-making.

The Community
Social impact – Tenants, Education providers, Community Group and Charities and the wider community generally
The board is very aware of the impact that safe and sustainable housing has on society and the economy.  It is statistically proven that the quality of housing has a direct impact on the health, education and financial stability of an individual.  However, the board is aware that our reach in the community and the impact on our client’s tenants goes beyond the commercial services we provide.   The directors acknowledge that the business is well placed to enhance the lives of those in vulnerable communities.
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RE:GEN GROUP LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025


The directors have taken various decisions with the wider community and our tenant stakeholders in mind.  Investing heavily in RE:GEN Academy, a non-profit making entity, to deliver social impact incentives and anticipatory, employer-led training and employment programmes.  Rising unemployment, a growing NEET population, and a national shift towards employer-led skills provision highlight the critical need for structured, accessible pathways into good-quality work. The Academy connects unemployed and underrepresented individuals with real jobs, real skills, and real prospects that align with current and future workforce needs of RE:GEN and its supply chain.

At an operational level, we seek tenant feedback on every project we work on and this tenant satisfaction score is monitored and reported to the board monthly.
 
Government and regulators
RE:GEN is subject to various regulatory requirements. Regulators are engaged with as and when necessary or beneficial.   Each Executive director is a champion for a regulatory area, such as health and safety, data protection, consumer and social housing, HMRC etc.  The business also has various internal support personnel, including governance, risk and audit, which reports directly to the board.

The board prepares an annual business plan which consists of sub-strategies which are informed by our legislative and regulatory obligations.  The board takes the approach that compliance is the lowest acceptable standard and that each area of the business should strive for best practice.
 
A key focus of the board is carbon reduction.  This relates not just in respect of the construction services we provide, but how we operate generally.  More information on our net zero strategy is found on page [x] of the strategic report.

Financial institutions and insurers
At the time of publication, RE:GEN is a debt free business with significant reserves to enable re-investment for future growth.  However, we utilise the services of several financial institutions for banking and surety facilities.  The directors ensure the business liaises with them regularly to ensure the facilities in place are fit for purpose.  We also provide regular updates and annual presentations on our performance and financial stability.
 
Case Study – Salary Sacrifice Implementation
In June 2025, RE:GEN Group launched a Car Salary Sacrifice Scheme (Scheme) for the benefit of its employees.  The launch of the Scheme was as a direct result of feedback procured from the workforce as to the benefits, they would like to see the company implement.  Wider research of the recruitment market also indicated that an employer operated car scheme was an attractive benefit.  Therefore, the board considered that, to assist in retaining our existing workforce and attracting the best talent from the market, the implementation of the Scheme would be in the best interest of the company.
 
An internal project group was created including members of our legal, finance and HR departments who oversaw the implementation of the Scheme, reporting directly to the board.  It was necessary for this group to liaise with and/or consider various stakeholders’ interests, including:
 
1.Workforce – collating the original feedback and understanding the desire and practical requirements of the Scheme to understand how it would best support the business and its staff.  Due to the operational requirements of the business, many members of our workforce are required to travel between multiple sites or offices.  The consideration of the board was that the Scheme would facilitate our workforce in procuring an affordable and reliable vehicle to carry out their roles.  

2.HMRC – the board instructed the project group to procure advice from tax and HR experts to fully understand our obligations and reporting requirements.  The advice and research obtained was reflected in the internal governance and policies prepared in relation to the Scheme and communicated to the workforce.

3.Environmental and Government policy – when selecting the Scheme, the board considered the impact on the environment including the potential for increased fuel emissions.  The board decided to implement an electric vehicle only Scheme.  This ensured that, any member taking up the Scheme would reduce the carbon emissions both in respect of their personal and professional use.  Similarly, the Scheme facilitates the workforce making the switch to an electric vehicle in line with the 2030 target date.

Page 9

 
RE:GEN GROUP LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

4. Financial institutions – it was necessary to liaise with the company’s bank and its underwriters to set up the necessary accounts and provide the required financial information to facilitate the practical working of the Scheme in the most efficient manner.


5.Shareholders – the board acknowledged that the implementation of a Scheme presented a risk to the business due to the long-term commitment required and the technical administration of it.  The board sought guidance from the project group to assess the risk and ensure action steps were taken to mitigate any that were identified.  The board considered the risk in the long term against the importance of providing an attractive proposition for new and existing talent as well as how it would best achieve its aim for carbon reduction.  The board sought input and feedback from the shareholders before implementing the Scheme.
The implementation of the Scheme was not without its challenges, and the board has used the experience to consider how to communicate and seek feedback from various stakeholders more effectively.

 


This report was approved by the board and signed on its behalf.





G L Francis
Director

Date: 22 December 2025

Page 10

 
RE:GEN GROUP LTD
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025

The directors present their report and the financial statements for the year ended 31 March 2025.

Directors' responsibilities statement

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.
 
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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group 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 for the Group's financial statements and then apply them consistently;

make judgments 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 2006They 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.

Results and dividends

The profit for the year, after taxation, amounted to £2,750,487 (2024 - £2,462,111).

Directors

The directors who served during the year were:

M R Hodgkiss 
G L Francis 
J Horner 
P A Flannigan 
R B Sheridan 
A N Mcintosh 
R B Sheridan 

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Page 11

 
RE:GEN GROUP LTD
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

Auditors

The auditorsArmstrong Watson Audit Limitedwill 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.
 





G L Francis
Director

Date: 22 December 2025

Page 12

 
RE:GEN GROUP LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RE:GEN GROUP LTD
 

Opinion


We have audited the financial statements of RE:GEN Group Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2025, 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 policiesThe 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 of the parent Company's affairs as at 31 March 2025 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 Auditors' 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.


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 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.


Page 13

 
RE:GEN GROUP LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RE:GEN GROUP LTD (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the 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.


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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 11, 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 Group's and 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 14

 
RE:GEN GROUP LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RE:GEN GROUP LTD (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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:

We obtained an understanding of laws and regulations that affect the company. focusing on those that had a
 
      direct effect on the financial statements or that had a fundamental effect on its operations. Key laws and
      regulations that we identified included the UK Companies Act, tax legislation and occupational health and
      employment legislation.

We reviewed directors meeting minutes for evidence of non-compliance with relevant laws and regulations.

We gained an understanding of the controls that the directors have in place to prevent and detect fraud. We
      enquired of the directors about any incidences of fraud that had taken place during the accounting period.

The risk of fraud and non-compliance with laws and regulations and fraud was discussed within the audit
      team and tests were planned and performed to address these risks. We identified the potential for fraud in
      the following areas: revenue recognition (with a focus on amounts recoverable on long term contracts) and
      management override of controls.

We reviewed financial statements disclosures and tested to supporting documentation to assess compliance
      with relevant laws and regulations discussed above.

We enquired of the directors about actual and potential litigation and claims.

We performed analytical procedures to identify any unusual or unexpected relationships that might indicate
      risks of material misstatement due to fraud.

In addressing the risk of fraud due to management override of internal controls we tested the
      appropriateness of journal entries and assessed whether the judgements made in making accounting
      estimates were indicative of a potential bias.

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 Auditors' Report.


Page 15

 
RE:GEN GROUP LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RE:GEN GROUP LTD (CONTINUED)


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 2006Our 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 Auditors' 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.





Simon Turner (Senior Statutory Auditor)
  
for and on behalf of
Armstrong Watson Audit Limited
 
Statutory Auditor & Chartered Accountants
  
Newcastle Upon Tyne

23 December 2025
Page 16

 
RE:GEN GROUP LTD
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025

2025
2024
Note
£
£

  

Turnover
 4 
84,171,240
63,821,771

Cost of sales
  
(66,622,742)
(54,677,299)

Gross profit
  
17,548,498
9,144,472

Administrative expenses
  
(13,733,785)
(7,151,923)

Exceptional administrative expenses
 13 
-
874,078

Other operating income
 5 
9,105
4,686

Operating profit
 6 
3,823,818
2,871,313

Interest receivable and similar income
 10 
213,315
56,149

Interest payable and similar expenses
 11 
(24,614)
(47,052)

Profit before taxation
  
4,012,519
2,880,410

Tax on profit
 12 
(1,262,032)
(418,299)

Profit for the financial year
  
2,750,487
2,462,111

  

Total comprehensive income for the year
  
2,750,487
2,462,111

Profit for the year attributable to:
  

Owners of the parent Company
  
2,750,487
2,462,111

  
2,750,487
2,462,111

The notes on pages 26 to 42 form part of these financial statements.

Page 17

 
RE:GEN GROUP LTD
REGISTERED NUMBER: 14783030

CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2025

2025
Restated 2024
Note
£
£

Fixed assets
  

Tangible assets
 15 
684,959
1,003,804

  
684,959
1,003,804

Current assets
  

Debtors: amounts falling due within one year
 17 
18,563,906
15,257,747

Cash at bank and in hand
 18 
12,058,389
4,004,407

  
30,622,295
19,262,154

Creditors: amounts falling due within one year
 19 
(25,628,988)
(17,364,336)

Net current assets
  
 
 
4,993,307
 
 
1,897,818

Total assets less current liabilities
  
5,678,266
2,901,622

Creditors: amounts falling due after more than one year
  
(187,064)
(277,217)

Provisions for liabilities
  

Deferred taxation
 21 
(93,368)
(125,537)

  
 
 
(93,368)
 
 
(125,537)

Net assets
  
5,397,834
2,498,868


Capital and reserves
  

Called up share capital 
 22 
10,000,000
10,000,000

Share reserve
 23 
148,479
-

Merger reserve
 23 
(9,840,481)
(9,840,481)

Profit and loss account
 23 
5,089,836
2,339,349

Equity attributable to owners of the parent Company
  
5,397,834
2,498,868

  
5,397,834
2,498,868


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




G L Francis
R B Sheridan
Director
Director


Date: 22 December 2025

The notes on pages 26 to 42 form part of these financial statements.

Page 18

 
RE:GEN GROUP LTD
REGISTERED NUMBER: 14783030

COMPANY BALANCE SHEET
AS AT 31 MARCH 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 15 
56,322
35,057

Investments
 16 
10,092,681
10,000,000

  
10,149,003
10,035,057

Current assets
  

Debtors: amounts falling due within one year
 17 
1,860,189
2,302,000

Cash at bank and in hand
 18 
7,696,949
3,666,224

  
9,557,138
5,968,224

Creditors: amounts falling due within one year
 19 
(4,679,238)
(3,207,273)

Net current assets
  
 
 
4,877,900
 
 
2,760,951

Total assets less current liabilities
  
15,026,903
12,796,008

  

Creditors: amounts falling due after more than one year
 20 
(17,930)
-

Provisions for liabilities
  

Deferred taxation
 21 
(16,330)
(395)

  
 
 
(16,330)
 
 
(395)

Net assets
  
14,992,643
12,795,613


Capital and reserves
  

Called up share capital 
 22 
10,000,000
10,000,000

Share reserve
 23 
148,479
-

Profit and loss account
 23 
4,844,164
2,795,613

  
14,992,643
12,795,613


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


G L Francis
R B Sheridan
Director
Director


Date: 22 December 2025

The notes on pages 26 to 42 form part of these financial statements.

Page 19

 
RE:GEN GROUP LTD
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025


Called up share capital
Share reserve
Merger reserve
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£
£
£

At 1 April 2024
10,000,000
-
(9,840,481)
2,339,349
2,498,868
2,498,868


Comprehensive income for the year

Profit for the year

-
-
-
2,750,487
2,750,487
2,750,487


Other comprehensive income for the year
-
-
-
-
-
-


Total comprehensive income for the year
-
-
-
2,750,487
2,750,487
2,750,487


Contributions by and distributions to owners

Movement on share options
-
148,479
-
-
148,479
148,479


Total transactions with owners
-
148,479
-
-
148,479
148,479


At 31 March 2025
10,000,000
148,479
(9,840,481)
5,089,836
5,397,834
5,397,834


The notes on pages 26 to 42 form part of these financial statements.

Page 20

 
RE:GEN GROUP LTD
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024


Called up share capital
Merger reserve
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£
£

At 1 April 2023
129
-
2,224,928
2,225,057
2,225,057


Comprehensive income for the year

Profit for the year

-
-
2,462,111
2,462,111
2,462,111


Other comprehensive income for the year
-
-
-
-
-


Total comprehensive income for the year
-
-
2,462,111
2,462,111
2,462,111


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(347,690)
(347,690)
(347,690)

Shares issued during the year
9,999,871
-
-
9,999,871
9,999,871

Merger reserve movement
-
(9,840,481)
-
(9,840,481)
(9,840,481)

Dividends: Distribution of property
-
-
(2,000,000)
(2,000,000)
(2,000,000)


Total transactions with owners
9,999,871
(9,840,481)
(2,347,690)
(2,188,300)
(2,188,300)


At 31 March 2024
10,000,000
(9,840,481)
2,339,349
2,498,868
2,498,868


The notes on pages 26 to 42 form part of these financial statements.

Page 21

 
RE:GEN GROUP LTD
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025


Called up share capital
Share reserve
Profit and loss account
Total equity

£
£
£
£


Comprehensive income for the year

Profit for the year

-
-
2,795,613
2,795,613


Other comprehensive income for the year
-
-
-
-


Total comprehensive income for the year
-
-
2,795,613
2,795,613


Contributions by and distributions to owners

Shares issued during the year
10,000,000
-
-
10,000,000


Total transactions with owners
10,000,000
-
-
10,000,000



At 1 April 2024
10,000,000
-
2,795,613
12,795,613


Comprehensive income for the year

Profit for the year

-
-
2,048,551
2,048,551


Other comprehensive income for the year
-
-
-
-


Total comprehensive income for the year
-
-
2,048,551
2,048,551


Contributions by and distributions to owners

Movement on share options
-
148,479
-
148,479


Total transactions with owners
-
148,479
-
148,479


At 31 March 2025
10,000,000
148,479
4,844,164
14,992,643


The notes on pages 26 to 42 form part of these financial statements.

Page 22

 
RE:GEN GROUP LTD
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025

2025
2024
£
£

Cash flows from operating activities

Profit for the financial year
2,750,487
2,462,111

Adjustments for:

Amortisation of intangible assets
-
337,992

Depreciation of tangible assets
409,635
295,701

Loss on disposal of tangible assets
-
(874,078)

Interest paid
24,614
47,052

Interest received
(213,315)
(56,149)

Taxation charge
1,240,784
419,107

(Increase) in debtors
(3,306,119)
(4,682,109)

Increase in creditors
8,009,976
6,646,975

Corporation tax (paid)
(1,272,953)
(682,979)

Share option movement
148,479
-

Net cash generated from operating activities

7,791,588
3,913,623


Cash flows from investing activities

Purchase of intangible fixed assets
-
(337,993)

Purchase of tangible fixed assets
(90,790)
(226,789)

Sale of tangible fixed assets
-
2,000,000

Interest received
213,315
56,149

HP interest paid
-
(19,729)

Investment in subsidiary movement
-
(9,999,831)

Net cash from investing activities

122,525
(8,528,193)

Cash flows from financing activities

Issue of ordinary shares
-
9,999,831

Repayment of loans
-
(873,088)

Interest paid
(24,614)
(27,324)

Dividends paid
-
(347,690)

Dividends - Distribution of property
-
(2,000,000)

Net cash used in financing activities
(24,614)
6,751,729

Net increase in cash and cash equivalents
7,889,499
2,137,159
Page 23

 
RE:GEN GROUP LTD
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025


2025
2024

£
£



Cash and cash equivalents at beginning of year
4,004,406
1,867,247

Cash and cash equivalents at the end of year
11,893,905
4,004,406


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
12,058,389
4,004,406

Bank overdrafts
(164,484)
-

11,893,905
4,004,406


The notes on pages 26 to 42 form part of these financial statements.

Page 24

 
RE:GEN GROUP LTD
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MARCH 2025




At 1 April 2024
Cash flows
At 31 March 2025
£

£

£

Cash at bank and in hand

4,004,406

8,053,983

12,058,389

Bank overdrafts

-

(164,484)

(164,484)

Debt due within 1 year

(54,346)

(84,058)

(138,404)

Finance leases

(421,582)

125,108

(296,474)


3,528,478
7,930,549
11,459,027

The notes on pages 26 to 42 form part of these financial statements.

Page 25

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

1.


General information

The company is a private company limited by shares incorporated in England.

The address of its registered office is RE:GEN House 3 Azure Court, Doxford International Business Park, Sunderland, England, SR3 3BE.

The functional and presentational currency is Pounds Sterling.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.

Therefore, the Group continues to recognise a merger reserve which arose on a past business combination that was accounted for as a merger in accordance with UK GAAP as applied at that time.

 
2.3

Going concern

Management and the Directors have considered a period of at least twelve months from the date of sign off when making their assessment with regards to going concern. After consideration of all factors, including review of forecasted future profitability, pipeline of work, and wider economic conditions, the Directors have continued to adopt the going concern basis in preparing the financial statements.

Page 26

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.


Construction Contracts

When the outcome of a construction contract can be estimated reliably in terms of its stage of completion, future costs to complete and collectability of billings, the group recognises revenue and expenses on the construction contract by reference to the stage of completion of the contract activity at the end of the reporting period. The stage of completion is determined on the basis of the proportion of the contract costs incurred to date over the estimated total costs.

When the outcome of a contract cannot be estimated reliably the group only recognises revenue to the extent of the recoverable contract costs incurred.

 
2.5

Interest income

Interest income is recognised in profit or loss on an accruals basis.

 
2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.7

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 27

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.8

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.


 
2.9

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.10

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

Depreciation is provided on the following basis:

Long-term leasehold property
-
5%
Straight line
Plant and machinery
-
15%
Reducing balance
Motor vehicles
-
25%
Straight line
Fixtures and fittings
-
15%
Reducing balance
Office equipment
-
25%
Straight line
Computer equipment
-
25%
Straight line
Other fixed assets
-
5%
Straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 28

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.13

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.14

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.


 
2.15

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

  
2.16

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

 
2.17

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

  
2.18

Share-based payments

Where share options are awarded to employees, the fair value of the options at the grant date is charged to the profit or loss over the vesting period. Non-market vesting conditions are taken into accounts by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options. The cumulative expense is not adjusted for failure to achieve market vesting conditions.

Page 29

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of these financial statements require management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities and income and expenses.

Judgements and estimates are continually evaluated and are based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

a) Stage of completion of contracts

The stage of completion of contracts is measured using the costs to complete method. This involves forecasting future costs and therefore involves uncertainty. Forecast costs are based on the budgeted costs and historic experience of costs to complete similar contracts. Where contracts are forecast to be loss-making, the full loss is recognised as soon as this is foreseen. Margin is taken only where it is considered that the outcome of the contract can be measured reliably.


4.


Turnover

An analysis of turnover by class of business is as follows:


2025
2024
£
£

Contracting income
83,676,627
63,661,831

Training services income
494,613
159,940

84,171,240
63,821,771


All turnover arose within the United Kingdom.


5.


Other operating income

2025
2024
£
£

Other operating income
9,105
4,686


Page 30

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

6.


Operating profit

The operating profit is stated after charging:

2025
2024
£
£

Depreciation
409,635
295,701

Other operating lease rentals
294,886
223,303


7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2025
2024
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
59,650
41,250


8.


Employees

Staff costs, including directors' remuneration, were as follows:





Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£


Wages and salaries
18,315,506
10,801,039
4,736,986
-

Social security costs
1,504,061
1,040,777
604,813
-

Cost of defined contribution scheme
434,982
361,899
189,522
-

20,254,549
12,203,715
5,531,321
-


The average monthly number of employees, including the directors, during the year was as follows:


        2025
        2024
            No.
            No.







Employees
279
224

Page 31

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

9.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
3,108,637
1,424,411

Group contributions to defined contribution pension schemes
32,800
13,200

3,141,437
1,437,611


During the year retirement benefits were accruing to 7 directors (2024 - 7) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £659,253 (2024 - £313,332).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £24,000 (2024 - £NIL).


10.


Interest receivable

2025
Restated 2024
£
£


Other interest receivable
213,315
56,149


11.


Interest payable and similar expenses

2025
2024
£
£


Bank interest payable
4,282
27,323

Finance leases and hire purchase contracts
20,332
19,729

24,614
47,052

Page 32

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

12.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
1,279,840
603,539

Adjustments in respect of previous periods
14,361
(94,276)


1,294,201
509,263


Total current tax
1,294,201
509,263

Deferred tax


Origination and reversal of timing differences
(32,169)
(90,964)

Total deferred tax
(32,169)
(90,964)


Tax on profit
1,262,032
418,299

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


Profit on ordinary activities before tax
4,012,518
2,880,411


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
1,003,130
720,103

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
110,655
36,175

Capital allowances for year in excess of depreciation
-
(40,206)

Adjustments to tax charge in respect of prior periods
21,360
-

Other differences leading to an increase (decrease) in the tax charge
127,038
(140,559)

Group relief claimed
-
(157,214)

Marginal relief
(151)
-

Total tax charge for the year
1,262,032
418,299


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 33

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

13.


Exceptional items

2025
2024
£
£


Profit/Loss on sale tangible fixed asset
-
874,078

Exceptional items represent the gain on disposal of freehold property to a related company outside of the group.


14.


Intangible assets

Group and Company





Goodwill

£



Cost


At 1 April 2024
337,993



At 31 March 2025

337,993



Amortisation


At 1 April 2024
337,993



At 31 March 2025

337,993



Net book value



At 31 March 2025
-



At 31 March 2024
-



Page 34

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

15.


Tangible fixed assets

Group






Land and building
Plant and machinery
Fixtures, fittings and equipment
Motor vehicles
Other  tangible assets

£
£
£
£
£



Cost or valuation


At 1 April 2024
78,104
58,582
130,103
1,009,657
240,919


Additions
10,708
11,683
13,287
48,204
6,908



At 31 March 2025

88,812
70,265
143,390
1,057,861
247,827



Depreciation


At 1 April 2024
6,281
17,308
35,594
356,573
97,805


Charge for the year on owned assets
5,583
7,623
25,488
128,244
55,865


Charge for the year on financed assets
-
-
-
186,832
-



At 31 March 2025

11,864
24,931
61,082
671,649
153,670



Net book value



At 31 March 2025
76,948
45,334
82,308
386,212
94,157



At 31 March 2024
71,823
41,274
94,509
653,084
143,114
Page 35

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

           15.Tangible fixed assets (continued)


Total

£



Cost or valuation


At 1 April 2024
1,517,365


Additions
90,790



At 31 March 2025

1,608,155



Depreciation


At 1 April 2024
513,561


Charge for the year on owned assets
222,803


Charge for the year on financed assets
186,832



At 31 March 2025

923,196



Net book value



At 31 March 2025
684,959



At 31 March 2024
1,003,804

Included within the net book value of land and buildings above is £Nil (2024 - £Nil) in respect of freehold land and buildings.

During the prior year a property was transferred outside of the group via a dividend in specie of £2,000,000 as part of a restructure.

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2025
2024
£
£



Motor vehicles
247,344
434,176

Page 36

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

           15.Tangible fixed assets (continued)


Company






Motor vehicles
Computer equipment
Total

£
£
£

Cost or valuation


At 1 April 2024
35,057
-
35,057


Additions
-
40,349
40,349



At 31 March 2025

35,057
40,349
75,406



Depreciation


Charge for the year on owned assets
15,337
3,747
19,084



At 31 March 2025

15,337
3,747
19,084



Net book value



At 31 March 2025
19,720
36,602
56,322



At 31 March 2024
35,057
-
35,057







16.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 April 2024
10,000,000


Additions
92,681



At 31 March 2025
10,092,681




Page 37

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

RE:GEN North East Limited
Ordinary
100%
RE:GEN North West Limited
Ordinary
100%
RE:GEN Solutions Limited
Ordinary
100%
RE:GEN Green Limited
Ordinary
100%
RE:GEN Academy
Ordinary
100%
RE:GEN Yorkshire And East Midlands Limited
Ordinary
100%

All subsidiary undertakings have the same registered office as RE:GEN Group Ltd.

The aggregate of the share capital and reserves as at 31 March 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

RE:GEN North East Limited
956,047
4,769,584

RE:GEN North West Limited
(275,767)
(31,599)

RE:GEN Solutions Limited
603,073
360,251

RE:GEN Green Limited
589,267
527,862

RE:GEN Academy Limited
(443,005)
7,580

RE:GEN Yorkshire And East Midlands Limited
(432,302)
(432,303)


17.


Debtors

Group
Group
Company
Company
2025
Restated 2024
2025
Restated 2024
£
£
£
£


Trade debtors
9,220,437
10,016,548
-
-

Amounts owed by group undertakings
-
-
1,420,000
1,082,693

Other debtors
844,137
1,461,126
406,922
1,219,307

Called up share capital not paid
-
202
-
-

Prepayments and accrued income
522,928
198,616
33,267
-

Amounts recoverable on long-term contracts
7,976,404
3,581,255
-
-

18,563,906
15,257,747
1,860,189
2,302,000


Page 38

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

18.


Cash and cash equivalents

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Cash at bank and in hand
12,058,389
4,004,407
7,696,949
3,666,224

Less: bank overdrafts
(164,484)
-
-
-

11,893,905
4,004,407
7,696,949
3,666,224



19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Bank overdrafts
164,484
-
-
-

Trade creditors
8,262,602
5,876,190
225,088
-

Amounts owed to group undertakings
-
-
2,302,001
3,176,034

Corporation tax
1,156,194
116,039
-
652

Other taxation and social security
2,093,295
1,886,245
623,047
-

Obligations under finance lease and hire purchase contracts
109,410
144,365
6,856
30,587

Other creditors
311,152
55,416
244,941
-

Accruals and deferred income
13,531,851
9,286,081
1,277,305
-

25,628,988
17,364,336
4,679,238
3,207,273


Obligations under finance lease and hire purchase contracts are secured against the assets to which they relate.


20.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Net obligations under finance leases and hire purchase contracts
187,064
277,217
17,930
-


Obligations under finance lease and hire purchase contracts are secured against the assets to which they relate.

Page 39

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

21.


Deferred taxation


Group



2025


£






At beginning of year
(125,537)


Charged to profit or loss
33,640


Utilised in year
(1,472)



At end of year
(93,369)

Company


2025


£






At beginning of year
(395)


Charged to profit or loss
(15,935)



At end of year
(16,330)

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Accelerated capital allowances
(100,805)
(132,973)
(395)
(395)

Pension surplus
7,436
7,436
(15,935)
-

(93,369)
(125,537)
(16,330)
(395)


22.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



10,000,000 (2024 - 10,000,000) Ordinary shares of £1.00 each
10,000,000
10,000,000


Page 40

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

23.


Reserves

Share reserve

This reserve represents the movement on the share options.

Merger Reserve

This reserve represents cumulative adjustments made due to the application of merger accounting.

Profit and loss account

This reserve records retained earnings and accumulated profits net of dividends.


24.


Share-based payments

RE:GEN Group Limited (the company) has a number of share-based payment schemes at 31 March 2025. Management have used the Monte Carlo model to value the share option expense for the scheme.

Equity-Settled share option plans
Under these plans, certain employees are granted options to acquire shares in the company. These options vest over various periods subject to the employees continued service. At the beginning of the period, there were no share options brought forward. During the year, 200,000 share options were granted and no options were exercised during the year. At the balance sheet date there were 200,000 options with employees under the equity-settled share schemes. The total expense recognised in the profit or loss in respect of these schemes in the year was £55,798.

Input variables used to value the shares:
Share price  £1.20
Vesting period 4 years
Volatility  35.0%
Risk free rate 4.20%


25.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £421,982 (2024 - £369,595). Contributions totalling £138,404 (2024 - £54,346) were payable to the fund at the balance sheet date and are included in creditors.


26.


Related party transactions

The group has taken the exemption within section 33 of FRS102 to not disclose transactions between wholly owned member of the group.

During the year dividends totalling £NIL (2024: 347,640) were paid to shareholders.

Key management personnel comprises of the Directors whose remuneration is disclosed in note 9 of these financial statements.

Page 41

 
RE:GEN GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

27.


Prior year restatement

During the year ended 31 March 2025, the Company identified that the share premium in a subsidiary arising from the issue of shares under the EMI scheme, which vested in the year ended 31 March 2023, had not been recognised in the prior year financial statements. To correct this, the comparative figures in the subsidiary for the year ended 31 March 2024 have been restated to include the share premium within equity, with a corresponding adjustment to debtors. From a Group perspective, this share premium is eliminated on consolidation, with the credit side of this elimination impacting the merger reserve.  This restatement has no impact on the reported profit or net assets for the current year.

The adjustment has been reflected in the opening balances as at 1 April 2024 to present comparative information on a consistent basis. The impact of the restatement on the Group position is as follows:

    
2024 (as previously stated) Adjustment  2024 (restated)
Debtors   £15,090,558    £159,390  £15,249,948
Merger reserve  (£9,999,831)    £159,390  (£9,840,441)

A further prior year restatement has been made to recognise the interest in relation to this debtor. The impact of the restatement on the Group position is as follows:

   
 2024 (per above)   Adjustment  2024 (restated)
Debtors   £15,249,948    £7,839  £15,257,787
Interest receivable  £48,310    £7,839  £56,149

A further prior year restatement has been made to reduce the share capital recognised in previous periods in a subsidiary, as a result of the amended filings at Companies House. The impact of the restatement on the Group position is as follows:

   
 2024 (per above)   Adjustment  2024 (restated)
Debtors   £15,257,787    (£40)   £15,257,747
Merger reserve  (£9,840,441)    (£40)   (£9,840,481)


28.


Controlling party

The company was under the control of the directors throughout the period. No individual shareholder holds a controlling stake in the company or group therefore there is no ultimate controlling party.

Page 42