Registered number: SC177939
FOR THE YEAR ENDED 31 MARCH 2025
PARENT COMPANY INFORMATION
CONTENTS
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
Ross-Shire Engineering Limited (“RSE”) (the “parent company” and the “group”) is a trusted clean water technology company – transforming how water treatment solutions are created, delivered and managed to help build a more sustainable world.
A prolonged and strategic approach to R&D differentiates RSE as a technology leader in the water treatment and purification markets. Its modularisation of process equipment and standardisation of products is changing the way the market meets its deliverables. This typically increases accessibility of important equipment (schedule and cost) and significantly reduces the carbon cost to the environment. In the period, RSE treatment plants were brought to market with 85% reduction in CO2 – aided by innovative engineering principles and strategic sourcing, including the first use of green steel in the UK market.
The results for the year ended 31 March 2025 reflect an increase in both turnover and profitability. An increase in demand for RSE products and solutions led to a 20% growth on prior year revenue during the 12-month accounting period, and a commensurate increase in operating profit.
The results for the year ended 31 March 2025 reflect an increase in both turnover and profitability. An increase in demand for RSE products and solutions led to a 20% growth on prior year revenue during the 12-month accounting period, and a commensurate increase in operating profit.
RSE operate a self-delivery, manufacturing based business model. Quality and performance standards are also underpinned by a high staff to contractor philosophy underpinned by significant levels of staff training and development.
This approach requires sustainable revenues to avoid seasonal and cyclical trading. The choice of markets, customers, services and product development are carefully planned to anticipate risks with this approach. The board also continues to exercise caution in relation to the impact of macroeconomic and geopolitical risks, which can affect key variables such as liquidity, supply chain and skills. The board monitor the performance of key suppliers against project plans to ensure it can act swiftly to mitigate any challenges that may arise. RSE continue to invest and focus on green energy sources which does prevent significant energy cost inflation.
Cashflow and liquidity
Cash flow is managed at subsidiary and group level through use of rolling cash flow forecasts which are formally reported on a monthly basis and reviewed regularly. Liquidity is ultimately managed at group level to ensure that there is adequate funding in place to cover both current trading and operational requirements as well as growth opportunities including capital expenditure and acquisitions.
Credit risk
Financial and commercial risk is prioritised through a conservative approach to capital and debt. Ongoing trading and growth liquidity are key to the future success of the business; therefore robust measures are taken to ensure best practice throughout the portfolio.
Foreign exchange risk
Foreign exchange as a result of international operations is continually monitored to ensure the impact of currency movements is reduced where possible.
This approach requires sustainable revenues to avoid seasonal and cyclical trading. The choice of markets, customers, services and product development are carefully planned to anticipate risks with this approach. The board also continues to exercise caution in relation to the impact of macroeconomic and geopolitical risks, which can affect key variables such as liquidity, supply chain and skills. The board monitor the performance of key suppliers against project plans to ensure it can act swiftly to mitigate any challenges that may arise. RSE continue to invest and focus on green energy sources which does prevent significant energy cost inflation.
Cashflow and liquidity
Cash flow is managed at subsidiary and group level through use of rolling cash flow forecasts which are formally reported on a monthly basis and reviewed regularly. Liquidity is ultimately managed at group level to ensure that there is adequate funding in place to cover both current trading and operational requirements as well as growth opportunities including capital expenditure and acquisitions.
Credit risk
Financial and commercial risk is prioritised through a conservative approach to capital and debt. Ongoing trading and growth liquidity are key to the future success of the business; therefore robust measures are taken to ensure best practice throughout the portfolio.
Foreign exchange risk
Foreign exchange as a result of international operations is continually monitored to ensure the impact of currency movements is reduced where possible.
Financial
Management use a range of key performance indicators to effectively monitor the performance of individual trading entities as well as the overall group. Directors and senior management review the KPIs across the portfolio on a regular basis which are ultimately discussed at monthly board meetings. Financial performance and working capital is a priority that is monitored systematically to ensure adequate capital to develop products and solutions, support seasonal trading, CAPEX and acquisitions which are vital for the continued growth and development of the group. Trade working capital is a KPI for all senior management, along with a suite of financial and commercial metrics established to ensure the group maintains a strong balance sheet.
Management use a range of key performance indicators to effectively monitor the performance of individual trading entities as well as the overall group. Directors and senior management review the KPIs across the portfolio on a regular basis which are ultimately discussed at monthly board meetings. Financial performance and working capital is a priority that is monitored systematically to ensure adequate capital to develop products and solutions, support seasonal trading, CAPEX and acquisitions which are vital for the continued growth and development of the group. Trade working capital is a KPI for all senior management, along with a suite of financial and commercial metrics established to ensure the group maintains a strong balance sheet.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
Health, Safety, Quality & Environmental standards are crucial to the protection and development of the business. Management is committed to all of these areas and adhere to ISO 9001, 14001 and 45001 across a number of the portfolio companies.
Talent acquisition, retention and development underpins the success of all companies within RSE. The board and management invest heavily in apprenticeship and graduate schemes, technical training and leadership development. Such initiatives fit within a structured approach to organisational development and KPIs in this field which are closely linked to business performance.
Talent acquisition, retention and development underpins the success of all companies within RSE. The board and management invest heavily in apprenticeship and graduate schemes, technical training and leadership development. Such initiatives fit within a structured approach to organisational development and KPIs in this field which are closely linked to business performance.
The parent company directors consider, both individually and collectively, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the group for the benefit of its member as a whole in the decisions taken during the current year.
When making these decisions the directors have given regard to:
When making these decisions the directors have given regard to:
∙The likely consequences of any decisions in the long-term;
∙The interest of the group's employees;
∙The need to foster the group's business relationships with suppliers, customers and others;
∙The impact of the group maintaining a reputation for high standards of business conduct; and
∙The need to act fairly between shareholders of the group.
The vast majority of stakeholder engagement is carried out by the Board.
The Board considers and discusses information from across the organisation to understand the impact of the parent company, the group's operations and the interests of our key stakeholders. It also reviews strategy, financial and operational performance as well as information covering key areas such as risks, legal and regulatory compliance.
As a result of these activities, the Board has an overview of engagement with stakeholders and other relevant factors, which enables the directors to comply with their legal duty under Section 172 of the Companies Act 2006.
The Board considers and discusses information from across the organisation to understand the impact of the parent company, the group's operations and the interests of our key stakeholders. It also reviews strategy, financial and operational performance as well as information covering key areas such as risks, legal and regulatory compliance.
As a result of these activities, the Board has an overview of engagement with stakeholders and other relevant factors, which enables the directors to comply with their legal duty under Section 172 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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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.
The profit for the year, after taxation, amounted to £22,085k (2024 - £14,589k).
Dividends of £610k were paid during the year (2024 - £2,060k).
The directors who served during the year were:
The directors are committed to delivering innovative, high-quality solutions that meet the evolving needs of the water industry. The directors believe that secured workflows along with high demand for RSE Products and Solutions will continue to drive progress and opportunities. RSE’s investment in R&D, product development and focus upon smart, modular solutions are pivotal in addressing the current and future needs of the water treatment industry, aligning with the broader industry trend towards modular, factory-produced solutions that offer efficiency and reliability. Complemented by their long-term service agreements, the directors believe that future trading will be robust and further growth attainable.
The group continue to pursue UK opportunities and further expansion through acquisition if the correct target becomes available, complimentary to strategic direction.
The group continue to pursue UK opportunities and further expansion through acquisition if the correct target becomes available, complimentary to strategic direction.
RSE’s product development and modular water technology solutions have industry-shifting potential. The solutions developed by the company and group reduce construction schedules, enhance quality, provide greater cost certainty and have a positive impact on the environment. RSE’s business model is to bring new technology to life through standard integrated product solutions. This reduces lead times, assures factory quality and reduces lifecycle cost, also opening different commercial models such as temporary or hire solutions.
The group adopts a policy of employee engagement, with management providing staff with updates on the parent company and the wider group, via interactive feedback sessions.
RSE’s supply chain has been audited and verified against important criteria such as financial stability, antibribery, modern slavery and exploitation, safety, fair employment practices and environmental compliance. In addition, we are constantly reviewing our supply chain for compliance and will continue to support local businesses that encourage the fair employment of the disadvantaged and those that adopt fair ethical trading initiatives within the goods and services they supply to the RSE group. We pay our suppliers on time, and maintain close relationships with them, providing support where it may be required.
RSE actively engages with our customers, developing products and solutions to meet their business plans and objectives in the future. A sustained investment in R&D is enabling RSE to solve current and future challenges for customers, which promotes strong and deep partnership relationships.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
UK Energy Use
During the reporting period, the company used a total of 25,374,380 kWh (2023/24 – 22,543,222 kWh) of energy.
GHG Emissions
The table and chart below represent the GHG assessment results for Scope 1, 2 and 3 (select categories) for RSE’s operational activities for the period April 2024 to March 2025.
The total emissions figure is reported for location-based method for Scope 2 emissions. This is due to unavailability of data for market-based emissions.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
Energy Efficiency Action
RSE are committed to meeting the Net Zero targets set by the Government and our clients. RSE have made a commitment to our key clients that we are working towards a 2030 target date for achieving Operational Net Zero (Scope 1 and 2). Our three key focus areas include:
∙Decarbonisation of the transport fleet
∙Decarbonisation of our heating (oil and gas)
∙Switch to 100% certified green electricity providers.
Ongoing improvements conducted during 2024/25 financial year include:
∙All Scottish sites (except islands) are using HVO to fuel onsite cabins, generators, and plant. This saved 332 tCO2e this year.
∙RSE introduced the use of HVO into our fleet vehicles in the North of Scotland. This has saved 240 tCO2e this year.
∙RSE have purchased low carbon steel from suppliers to minimise Scope 3 emissions. This reduced embodied carbon in our steel products by up to 85%. This year RSE have saved 808 tCO2e by using low carbon steel.
∙The roll out of the EV/Hybrid car lease scheme has encouraged more employees to drive electric vehicles. This has shown an increase in electric business miles, supporting our scope 3 business travel reduction.
∙New more fuel-efficient transport fleet is replacing older vehicles leading to improvement in fuel consumption and subsequent reductions in emissions.
∙The RSE-TMB (Timber Modular Building) has been deployed across 2 major sites, saving an accumulative 182 tCO2e.
∙11% of RSEs electricity comes from Solar Panels installed across 8 business locations.
∙49% of purchased electricity is from a renewable REGO electricity tariff.
∙Carbon Neutral for Scope 1 and 2 (market-based) emissions.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
Intensity Ratio
Due to the diversity of the work conducted by RSE across many areas, emissions intensity ratios have been calculated based on three areas; turnover (per £M turnover), man-hours worked and number of employees. Based on scope 1 & 2 (location based) emissions.
In the 2024/25 reporting year, there has been a decrease across the following intensity matrixes: tCO2e per £M turnover, tCO2e per employee, and tCO2e per manhour worked.
Since the financial year end there has been no acquisition activity, significant hires to the business, material capital purchases or capital restructuring.
A resolution to appoint AAB Audit & Accountancy Limited as auditor of the company will be proposed at the next general meeting.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
This report was approved by the board and signed on its behalf.
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DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
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 parent 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 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 will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company's transactions and disclose with reasonable accuracy at any time the financial position of the parent company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the parent company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROSS-SHIRE ENGINEERING LIMITED
We have audited the financial statements of Ross-Shire Engineering Limited (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 Parent company balance sheet, the Consolidated statement of changes in equity, the Parent company statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's or the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROSS-SHIRE ENGINEERING LIMITED (CONTINUED)
The other information comprises the information included in the annual report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROSS-SHIRE ENGINEERING LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements.
The laws and regulations we considered in this context were the Companies Act 2006 and UK Taxation legislation.
We identified the greatest risk of material impact on the financial statements from irregularities including fraud to be:
∙Management override of controls to manipulate the company’s key performance indicators to meet targets;
∙Timing and completeness of revenue recognition;
∙Management judgement applied in calculating provisions; and
∙Compliance with relevant laws and regulations which directly impact the financial statements and those that the company needs to comply with for the purpose of trading.
Our audit procedures to respond to these risks included:
∙Testing of journal entries and other adjustments for appropriateness;
∙Evaluating the business rationale of significant transactions outside the normal course of business;
∙Reviewing judgements made by management in their calculation of accounting estimates for potential management bias;
∙Enquiries of management about litigation and claims and inspection of relevant correspondence; and
∙Reviewing legal and professional fees to identify indications of actual or potential litigation, claims and any non-compliance with laws and regulations.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROSS-SHIRE ENGINEERING LIMITED (CONTINUED)
This report is made solely to the parent company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the parent company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Statutory Auditor
Kingshill View
Prime Four Business Park
Kingswells
AB15 8PU
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
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CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2025
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CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 21 to 56 form part of these financial statements.
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COMPANY BALANCE SHEET
AS AT 31 MARCH 2025
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COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2025
As permitted by s408 Companies Act 2006, the parent company has not presented its own profit and loss accounts and related notes. The company's profit for the year, including dividend income of £6m, was £17,022k (2024 - £9,298k).
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 21 to 56 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
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COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
The parent company is a private company limited by shares and incorporated in the United Kingdom. The address of the registered office is Muir of Ord Industrial Estate, Muir Of Ord, Ross-Shire, IV6 7UA.
Ross-Shire Engineering Limited (`RSE`) is a specialist mechanical & electrical engineering company that provides products and services to the UK’s Utility (water / wastewater), Industrial and Energy sectors.
Ross-Shire Engineering Limited (`RSE`) is a specialist mechanical & electrical engineering company that provides products and services to the UK’s Utility (water / wastewater), Industrial and Energy sectors.
2.Accounting policies
All amounts in the financial statements have been rounded to the nearest £1,000.
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 judgement in applying the Group's accounting policies (see note 3).
The parent 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.
The group has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); and
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Broadway Topco Limited as at 31 March 2025 and these financial statements may be obtained from Companies House.
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 profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
The directors, having prepared budgets and cash flow forecasts, and having made due and careful enquiry, are of the opinion that the group and parent company have adequate working capital to execute their operations for a period of at least 12 months following the date of approval of these financial statements.
Management have prepared budgets and cashflow forecasts which are reviewed on a regular basis, and have carried out sensitivity analysis to covenant calculations, all of which are reviewed on a regular basis. The directors therefore, have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that the group and parent company have adequate resources to continue in operational existence for the foreseeable future.
As a result, the directors have continued to adopt the going concern basis of accounting in preparing the annual financial statements.
Management have prepared budgets and cashflow forecasts which are reviewed on a regular basis, and have carried out sensitivity analysis to covenant calculations, all of which are reviewed on a regular basis. The directors therefore, have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that the group and parent company have adequate resources to continue in operational existence for the foreseeable future.
As a result, the directors have continued to adopt the going concern basis of accounting in preparing the annual financial statements.
Functional and presentation currency
Transactions and balances
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Amounts recoverable on contracts are included in debtors and represent turnover recognised in excess of payments on account. The excess of payments on accounts over the value of the work done on individual contracts is included in creditors.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Consolidated statement of comprehensive income over its useful economic life, which is between 10 - 20 years.
Other 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. If a reliable estimate of the useful life of other intangible assets cannot be made, the useful life shall not exceed 10 years.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, as follows.
Depreciation is provided on the following basis:
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
There were no judgements affecting the reported financial performance in the current or prior year.
The following is the parent company and group's key sources of estimation uncertainty:
The whole of the turnover during the current and prior period is attributable to the principal activities of the group.
Analysis of turnover by country of destination:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
12.Taxation (continued)
Deferred tax has been calculated based on the UK rate of corporation tax of 25%.
Research and development (“R&D”) tax credits have been recognised as other income. The tax charge for the financial year has been calculated on the profits on ordinary activities before tax using the UK standard rate of 25% prior to R&D.
Research and development (“R&D”) tax credits have been recognised as other income. The tax charge for the financial year has been calculated on the profits on ordinary activities before tax using the UK standard rate of 25% prior to R&D.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
The parent 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. The profit after tax of the parent parent company for the year was £17,022 k (2024 - £9,298 k).
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Page 34
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
16.Intangible assets (continued)
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Page 35
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Page 36
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
17.Tangible fixed assets (continued)
Page 37
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Page 38
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Page 39
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Page 40
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Subsidiary undertakings (continued)
Page 41
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Subsidiary undertakings (continued)
Page 42
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Subsidiary undertakings (continued)
Page 43
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Page 44
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Obligations under finance leases and hire purchase contracts are secured against the assets to which they relate.
The option creditors balance is inclusive of amounts payable to acquire certain minority shareholdings of subsidiary companies at future dates. These amounts are subject to contractually agreed Put and Call Option agreements, all in place at the Balance sheet date. The directors' view is that the exercise of these Options is likely in future years, and as such consider it appropriate to recognise the assumed obligations at the Balance sheet date.
The option creditors balance is inclusive of amounts payable to acquire certain minority shareholdings of subsidiary companies at future dates. These amounts are subject to contractually agreed Put and Call Option agreements, all in place at the Balance sheet date. The directors' view is that the exercise of these Options is likely in future years, and as such consider it appropriate to recognise the assumed obligations at the Balance sheet date.
Page 45
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Page 46
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Page 47
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Share premium account
Capital redemption reserve
Other reserves
Profit and loss account
Page 48
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Page 49
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
29.Business combinations (continued)
Page 50
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
29.Business combinations (continued)
Page 51
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
29.Business combinations (continued)
Page 52
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
29.Business combinations (continued)
There are contingent liabilities arising from contractual obligations entered into in the normal course of business, including performance bonds and guarantees, issued by the group’s bankers.
The group contributes to a defined contribution 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 £3,780k (2024 - £2,351k). Contributions totaling £523k (2024 - £482k) were payable to the fund at the balance sheet date and are included in creditors.
Page 53
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Page 54
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Since the financial year end there has been no acquisition activity, significant hires to the business, material capital purchases or capital restructuring.
Page 55
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
The company’s immediate parent company is Broadway Bidco Limited , a company registered in the United Kingdom. The ultimate parent undertaking is Broadway Topco Limited , a company registered in the United Kingdom. The directors do not consider there to be an ultimate controlling party of Broadway Topco Limited.
Broadway Topco Limited is the ultimate parent undertaking and the largest group of which Ross-Shire Engineering Limited is a member and for which consolidated group financial statements are drawn up.
The consolidated accounts of Broadway Topco Limited can be obtained from Ross-Shire Engineering Limited, Muir of Ord Industrial Estate, Muir of Ord, Ross-Shire, IV6 7UA.
Broadway Topco Limited is the ultimate parent undertaking and the largest group of which Ross-Shire Engineering Limited is a member and for which consolidated group financial statements are drawn up.
The consolidated accounts of Broadway Topco Limited can be obtained from Ross-Shire Engineering Limited, Muir of Ord Industrial Estate, Muir of Ord, Ross-Shire, IV6 7UA.
Page 56