ACCOUNTS - Final Accounts

Operating profit

The operating profit is stated after charging/(crediting):

Registered number: 11928506

ROOFF HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

ROOFF HOLDINGS LIMITED

COMPANY INFORMATION

Directors	M P S Horn
	T J Ekers


Registered number	11928506


Registered office	The Granary
	80 Abbey Road
	Barking
	London
	IG11 7BT


Independent auditor	Barnes Roffe Audit Limited
	Chartered Accountants & Statutory Auditor
	Leytonstone House
	3 Hanbury Drive
	London
	E11 1GA

ROOFF HOLDINGS LIMITED

CONTENTS

	Page
Group strategic report	1
Directors' report	2 - 3
Independent auditor's report	4 - 8
Consolidated statement of comprehensive income	9
Consolidated balance sheet	10
Company balance sheet	11
Consolidated statement of changes in equity	12
Company statement of changes in equity	13
Consolidated statement of cash flows	14
Consolidated analysis of net debt	15
Notes to the financial statements	16 - 32

ROOFF HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 30 JUNE 2025

Introduction

The directors present their strategic review for the year ended 30 June 2025.

The principal activity of the Group continues to be that of general building contracting. The activities include traditional building, design and build, and construction management for the public and private sectors.

Business review

The Group revenue is slightly down on previous years as a result of delays to the start of certain projects caused by industry wide issues, linked to the implementation of the Building Safety Act.

Overall, it has been another excellent performance for the group.

The Group continues to maintain very strong relationships with both clients, consultants and with supply chains which has enabled a successful year of trading in difficult conditions.

Principal risks and uncertainties

The Group is dependent on consumer and business confidence in the construction market within London and the surrounding area. It also has a long standing core nucleus of staff that contribute heavily to the quality and profitability of the Company. The professional staff are provided throughout companies within the Group.

Financial key performance indicators

The Group's key performance indicators in the year were as follows:

	Year ended 30 June 2025 (£000's)	Year ended 30 June 2024 (£000's)	Change (%)
Turnover	32,832	38,854	(15.50)
Profit after tax	159	114	39.47
Shareholder's funds	4,069	3,911	4.04
Cash at bank	2,003	1,984	0.96

This report was approved by the board on 9 January 2026 and signed on its behalf.

................................................

M P S Horn

Director

Page 1

ROOFF HOLDINGS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 30 JUNE 2025

The directors present their report and the financial statements for the year ended 30 June 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 judgements and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £158,630 (2024 - £114,338).

The directors do not recommend the payment of a final dividend (2024 - £Nil).

Directors

The directors who served during the year were:

M P S Horn
T J Ekers

Disclosure of information to auditor

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 auditor is 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 auditor is aware of that information.

Page 2

ROOFF HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 30 JUNE 2025

Auditor

During the year Barnes Roffe LLP resigned as auditors due to the transfer of its audit business and its successor Barnes Roffe Audit Limited was appointed by the directors under s485 Companies Act 2006.

This report was approved by the board on 9 January 2026 and signed on its behalf.

................................................

M P S Horn

Director

Page 3

ROOFF HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROOFF HOLDINGS LIMITED

Opinion

We have audited the financial statements of Rooff Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 30 June 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated analysis of net debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

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 30 June 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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 4

ROOFF HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROOFF HOLDINGS LIMITED (CONTINUED)

Other information

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.

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.

Page 5

ROOFF HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROOFF HOLDINGS LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 2, 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 6

ROOFF HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROOFF HOLDINGS LIMITED (CONTINUED)

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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:

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities we considered the following:

∙Obtained an understanding of the nature of the industry and sector, including the legal and regulatory
frameworks that the group and parent company operates in and how the group and parent company are
complying with the legal and regulatory frameworks;

∙Enquired of management, and those charged with governance, about their own identification and
assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

∙Discussed matters about non-compliance with laws and regulations and how fraud might occur including
assessment of how and where the financial statements may be susceptible to fraud.

All relevant laws and regulations identified at a Group level and areas susceptible to fraud that could have an material effect on the financial statements were communicated. Any instances of non compliance with laws and regulations identified were considered in our audit approach.

The most significant laws and regulations were determined as follows:

∙UK GAAP FRS 102 and Companies Act;

∙Tax compliance regulations.

Additional audit procedures performed by the audit engagement team included:

∙Review of the financial statement disclosures and testing to supporting documentation;

∙Completion of disclosure checklists to identify areas of non-compliance.

The areas that we identified as being susceptible to material misstatement due to fraud were:

∙Revenue recognition;

∙Amounts receivable on contracts;

∙Retentions;

∙Management override.

Audit procedures in report to the identified areas above:

∙Obtaining an understanding of the processes and controls around recognition of revenue and amounts receivable on contracts;

∙Performing a detailed review of sales obtaining evidence for key movements in the year;

∙Testing contracts ensuring turnover and costs are correctly recognised up to the respective stage of completion for a project;

∙Review contracts for evidence of losses and ensure they are correctly recorded;

∙Specific testing on retentions ensuring these are recoverable;

Page 7

ROOFF HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROOFF HOLDINGS LIMITED (CONTINUED)

∙Detailed discussions with management and review of post year end management information;

∙Evaluation of the appropriateness of the accounting policies;

∙Testing the appropriateness of journal entries and other adjustments;

∙Assessing whether the judgements made in making accounting estimates are indicative of a potential bias;

∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Stuart Moon (Senior statutory auditor)

for and on behalf of

Barnes Roffe Audit Limited

Chartered Accountants

Statutory Auditor

Leytonstone House

3 Hanbury Drive

London

E11 1GA

Date: 13 January 2026

Page 8

ROOFF HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2025

	2025	2024
Note	£	£


Turnover	4	32,831,968	38,854,271
Cost of sales		(26,652,410)	(32,747,032)
Gross profit		6,179,558	6,107,239
Administrative expenses		(6,084,828)	(6,061,479)
Other operating income	5	71,621	71,630
Operating profit	6	166,351	117,390
Tax on profit	9	(7,721)	(3,052)
Profit for the financial year		158,630	114,338

Profit for the year attributable to:
Owners of the Parent Company	158,630	114,338
	158,630	114,338

There were no recognised gains and losses for 2025 or 2024 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 16 to 32 form part of these financial statements.

Page 9

ROOFF HOLDINGS LIMITED

REGISTERED NUMBER: 11928506

CONSOLIDATED BALANCE SHEET

AS AT 30 JUNE 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	10		1,496,427		1,536,062
Current assets
Stocks	12	2,132,527		852,652
Debtors: amounts falling due within one year	13	11,130,800		10,703,759
Cash at bank and in hand	14	2,002,776		1,984,422
		15,266,103		13,540,833
Creditors: amounts falling due within one year	15	(12,175,163)		(10,770,137)
Net current assets			3,090,940		2,770,696
Total assets less current liabilities			4,587,367		4,306,758
Provisions for liabilities
Other provisions	18	(517,922)		(395,943)
Net assets			4,069,445		3,910,815

Capital and reserves
Called up share capital	19	37,154	37,154
Merger reserve	20	105,924	105,924
Profit and loss account	20	3,926,367	3,767,737
Equity attributable to owners of the Parent Company		4,069,445	3,910,815

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 9 January 2026.

................................................

M P S Horn

Director

The notes on pages 16 to 32 form part of these financial statements.

Page 10

ROOFF HOLDINGS LIMITED

REGISTERED NUMBER: 11928506

COMPANY BALANCE SHEET

AS AT 30 JUNE 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	10		1,435,433		1,447,673
Investments	11		10,300		10,300
			1,445,733		1,457,973
Current assets
Debtors: amounts falling due within one year	13	2,188,223		438,848
Creditors: amounts falling due within one year	15	(408,193)		(179,546)
Net current assets			1,780,030		259,302


Net assets			3,225,763		1,717,275

Capital and reserves
Called up share capital	19		37,154		37,154
Profit and loss account brought forward		1,680,121		1,684,318
Profit/(loss) for the year		1,508,488		(4,197)
Profit and loss account carried forward			3,188,609		1,680,121
			3,225,763		1,717,275

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 9 January 2026.

................................................

M P S Horn

Director

The notes on pages 16 to 32 form part of these financial statements.

Page 11

ROOFF HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2025

	Called up share capital	Merger reserve	Profit and loss account	Equity attributable to owners of Parent Company	Total equity
	£	£	£	£	£
At 1 July 2023	37,154	105,924	3,653,399	3,796,477	3,796,477
Comprehensive income for the year
Profit for the year	-	-	114,338	114,338	114,338

At 1 July 2024	37,154	105,924	3,767,737	3,910,815	3,910,815
Comprehensive income for the year
Profit for the year	-	-	158,630	158,630	158,630
At 30 June 2025	37,154	105,924	3,926,367	4,069,445	4,069,445

The notes on pages 16 to 32 form part of these financial statements.

Page 12

ROOFF HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 July 2021	37,154	1,684,318	1,721,472
Comprehensive income for the year
Loss for the year	-	(4,197)	(4,197)

At 1 July 2024	37,154	1,680,121	1,717,275
Comprehensive income for the year
Profit for the year	-	1,508,488	1,508,488
At 30 June 2025	37,154	3,188,609	3,225,763

The notes on pages 16 to 32 form part of these financial statements.

Page 13

ROOFF HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 JUNE 2025

			2025	2024
			£	£

Cash flows from operating activities
Profit for the financial year	158,630	114,338
Adjustments for:
Depreciation of tangible assets	68,914	88,785
Loss on disposal of tangible assets	(7,192)	(8,200)
Taxation charge	7,721	3,052
(Increase)/decrease in stocks	(1,279,875)	15,982
(Increase)/decrease in debtors	(421,097)	550,322
(Increase)/decrease in amounts owed by connected entities	(6,035)	(2,178,803)
Increase in creditors	1,355,584	657,624
Increase in provisions	121,979	42,943
Corporation tax received/(paid)	41,812	(16,527)
Net cash generated from operating activities	40,441	(730,484)

Cash flows from investing activities
Purchase of tangible fixed assets	(30,112)	(43,825)
Sale of tangible fixed assets	8,025	8,200
Net cash from investing activities	(22,087)	(35,625)

Net increase/(decrease) in cash and cash equivalents	18,354	(766,109)
Cash and cash equivalents at beginning of year	1,984,422	2,750,531
Cash and cash equivalents at the end of year	2,002,776	1,984,422

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	2,002,776	1,984,422
	2,002,776	1,984,422

The notes on pages 16 to 32 form part of these financial statements.

Page 14

ROOFF HOLDINGS LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 30 JUNE 2025


At 1 July 2024	Cash flows	At 30 June 2025
£	£	£

Cash at bank and in hand

1,984,422

18,354

2,002,776

The notes on pages 16 to 32 form part of these financial statements.

Page 15

ROOFF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

1.	General information

Rooff Holdings Limited ("the Company") is a private company limited by shares, incorporated in England and Wales. Its registered office is The Granary, 80 Abbey Road, Barking, London, IG11 7BT.

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 judgement 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.

The following principal accounting policies have been applied:

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.

Page 16

ROOFF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

2.Accounting policies (continued)

2.3

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.

Property sales
Revenue from the sale of properties held as stock is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated
with ownership nor effective control over the property sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably

Property sales that fall under long term contracts are included within turnover on the basis of the
sales value of work performed during the year by reference to the total sales value and stage of
completion of these contracts. Contract costs are recognised based on the recorded contract
turnover to ascertain attributable profit.

Property rentals

Rental income from operating leases is recognised on a straight line basis over the term of the lease unless the lease payments are structured to increase in line with expected general inflation in which case the income is recognised as revenue in accordance with the expected payments. Rental income is generated from fixed assets and investment properties and is recognised within turnover.

Revenue is also measured in line with long-term contracts in note 2.4.

Page 17

ROOFF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

2.Accounting policies (continued)

2.4

Long-term contracts

Profit is accounted for once the outcome of a contract can be assessed with reasonable certainty and is based on the appropriate stage of completion of the contract. Amounts recoverable on contracts which are included in debtors are valued at anticipated net sale value after provision for contingencies and anticipated future losses on contracts. Claims are included in the valuation of contracts and credited to the Statement of Income and Retained Earnings account only when entitlement has been established. Cash received on account of contracts is deducted from amounts recoverable on contracts. Such amounts which have been received and exceed amounts recoverable are included in creditors.

Contract provisions in excess of amounts recoverable are included in provisions for liabilities and charges.

Profit provisions in excess of amounts recoverable are included in provisions for liabilities and charges and are recognised within trade creditors.

Any potential loss on a long term contract is provided in full as soon as it is foreseen.

Page 18

ROOFF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

2.Accounting policies (continued)

2.5

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, using the straight-line method.

Depreciation is provided on the following annual basis:

Freehold property	-	2% Straight line
Plant and machinery	-	8 - 25% Straight line
Motor vehicles	-	25% Reducing balance
Office equipment	-	33% 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.

The depreciation policy has been restated to more accurately reflect the rates of depreciation. There is no change to accounting estimate.

2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.7

Debtors

Short term debtors are measured at transaction price, less any impairment.

2.8

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.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

Page 19

ROOFF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

2.Accounting policies (continued)

2.9

Financial instruments

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

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

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.

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.

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.

2.10

Creditors

Short term creditors are measured at the transaction price.

Page 20

ROOFF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

2.Accounting policies (continued)

2.11

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.

2.12

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.13

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.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 21

ROOFF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

2.Accounting policies (continued)

2.14

Stocks

Stocks represent the cost of long term balances on construction projects.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Consolidated statement of comprehensive income.

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

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

a) Critical judgements in applying the entity's accounting policies

No significant judgements have had to be made by management in preparing these financial statements.

b) Critical accounting estimates and assumptions

These directors have made key assumptions regarding the stage of completion, future costs to complete and collectability of billings of some construction contracts. The amount receivable from customers on such construction contracts at the end of the reporting period has been estimated at £400,000 (2024 - £315,728) and is included within trade debtors. The total amount of provisions made against such contracts is £355,000 (2024 - £134,552). The total amount of costs provisions made against such contracts is £6,169,163 (2024 - £3,645,304). Both figures are included within the trade creditors figure.

Turnover

The whole of the turnover is attributable to building activity.

All turnover arose within the United Kingdom.

5.	Other operating income
		2025	2024
		£	£

	Net rents receivable	71,621	71,630

Page 22

ROOFF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

Net rents receivable

71,621

71,630

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

		Group	Group
		2025	2024
		£	£


Wages and salaries	4,724,894	4,532,737
Social security costs	395,745	426,653
Cost of defined contribution scheme	308,768	297,638
	5,429,407	5,257,028

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

	2025	2024
	No.	No.

Management and administration	71	74
Production and construction	15	13

	86	87

The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL)

Page 23

ROOFF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

8.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	241,619	237,786
Group contributions to defined contribution pension schemes	6,799	6,601
	248,418	244,387

The highest paid director received remuneration of £123,909 (2024 - £121,182).

The directors' remuneration is in respect of members remuneration charged as an expense in the Company's subsidiary, Rooff Employee Services LLP. The member's remuneration charged as an expense is due to the individuals who are also directors of this company in their capacity as members of the LLP for managing the LLP. This is included in the directors' remuneration above in accordance with the Companies Act 2006.

Corporation tax
Current tax on profits for the year	57,989	4,328
Adjustments in respect of previous periods	(50,359)	(1,388)

Total current tax	7,630	2,940

	Deferred tax
	Origination and reversal of timing differences	91	112


		7,721	3,052

Page 24

ROOFF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

9.Taxation (continued)

Profit on ordinary activities before tax

166,351

114,338

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	41,588	28,584
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	7,624	12,561
Capital allowances for year in excess of depreciation	2,539	-
Brought forward losses utilised	-	(36,705)
Adjustments to tax charge in respect of prior periods	(50,359)	(1,388)
Unrelieved tax losses carried forward	418	-
Profit share on LLP	6,110	-
Marginal relief	(199)	-
Total tax charge for the year	7,721	3,052

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 25

ROOFF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

10.	Tangible fixed assets
	Group

	Freehold property	Plant and machinery	Motor vehicles	Office equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 July 2024	1,510,579	631,533	293,953	117,773	2,553,838
Additions	-	-	19,250	10,862	30,112
Disposals	-	-	(12,118)	-	(12,118)
At 30 June 2025	1,510,579	631,533	301,085	128,635	2,571,832
Depreciation
At 1 July 2024	62,906	631,533	238,600	84,737	1,017,776
Charge for the year on owned assets	12,240	-	31,527	25,147	68,914
Disposals	-	-	(11,285)	-	(11,285)
At 30 June 2025	75,146	631,533	258,842	109,884	1,075,405
Net book value
At 30 June 2025	1,435,433	-	42,243	18,751	1,496,427
At 30 June 2024	1,447,673	-	55,353	33,036	1,536,062

Page 26

ROOFF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

10.Tangible fixed assets (continued)

	Company

	Freehold property	Office equipment	Total
	£	£	£
Cost
At 1 July 2024	1,510,579	5,025	1,515,604
At 30 June 2025	1,510,579	5,025	1,515,604
Depreciation
At 1 July 2024	62,906	5,025	67,931
Charge for the year on owned assets	12,240	-	12,240
At 30 June 2025	75,146	5,025	80,171
Net book value
At 30 June 2025	1,435,433	-	1,435,433

Page 27

ROOFF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

11.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 July 2024	10,300
	At 30 June 2025	10,300

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Principal activity	Class of shares	Holding

Rooff Residential Limited	Property developments	Ordinary	100%
Rooff Limited	Building contractors	Ordinary	100%
Rooff Employee Services LLP	Management services	N/A	100*%
Rooff Construction Limited	Building contractors	Ordinary	100%

* The Company has a controlling interest.

12.	Stocks
		Group	Group
		2025	2024
		£	£

	Property development stock	2,132,527	852,652

Page 28

ROOFF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

13.

Debtors

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


Trade debtors	6,294,357	5,826,726	25,756	33,570
Amounts owed by group undertakings	-	-	2,025,744	209,158
Amounts owed by connected entities	4,634,851	4,628,816	-	-
Other debtors	45,792	48,879	37,155	37,155
Prepayments and accrued income	155,385	198,832	99,568	158,965
Deferred taxation	415	506	-	-
	11,130,800	10,703,759	2,188,223	438,848

14.	Cash and cash equivalents
		Group	Group
		2025	2024
		£	£

	Cash at bank and in hand	2,002,776	1,984,422

15.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Trade creditors	11,107,185	10,184,792	-	-
Amounts owed to group undertakings	-	-	178,844	140,251
Amounts owed to connected entities	-	-	167,396	-
Corporation tax	58,128	8,686	9,111	4,358
Other taxation and social security	450,614	160,145	-	-
Other creditors	324,035	295,983	28,937	28,937
Accruals and deferred income	235,201	120,531	23,905	6,000
	12,175,163	10,770,137	408,193	179,546

Page 29

ROOFF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

16.	Financial instruments
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

	Financial assets
	Trade and other debtors	13,392,157	10,504,420	2,088,655	279,882

	Financial liabilities
	Financial liabilities measured at amortised cost	(12,273,876)	(10,601,306)	(399,082)	(175,188)

17.	Deferred taxation
	Group

		2025
		£

	At beginning of year	506
	Charged to profit or loss	(91)
	At end of year	415

The deferred tax asset is made up as follows:
	Group	Group
	2025	2024
	£	£

Accelerated capital allowances

415

506

Page 30

ROOFF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

18.	Provisions
	Group

		Other provisions
		£

	At 1 July 2024	395,943
	Charged to profit or loss	372,000
	Utilised in year	(250,021)
	At 30 June 2025	517,922

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past and future events. These provisions, which have been reliably estimated, relate to claims and after costs to settle obligations which are likely to occur after the completion of construction projects.

19.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

37,154 (2024 - 37,154) Ordinary shares of £1.00 each	37,154	37,154

All classes of shares rank equally in all respects.

20.

Reserves

Merger Reserve

This represents the reserve created upon the group reconstruction during the period.

Profit and loss account

The profit & loss account represents cumulative distributable profits and losses net of dividends and other adjustments.

21.	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 £308,768 (2024 - £297,638). Contributions totalling £45,570 (2024 - £43,045) were payable to the fund at the balance sheet date.

Page 31

ROOFF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

22.

Related party transactions

The Company has taken advantage of the exemption available under Financial Reporting Standard 102 section 33 'Related Party Transactions' not to disclose transactions with entities included in the Group's consolidated financial statements.

During the year, the Company was charged net fees of £156,000 (2024 - £156,000) by companies under common control. At the year end the Company owed net amounts of £167,396 (2023 - £139,995) to these companies.

During the year, the Group recognised net income of £90,000 (2024 - £90,000) from companies under common control. At the year end the Group was owed net amounts of £4,634,851 (2024 - £4,628,816) from these companies.

23.	Controlling party

As at 30 June 2025 the ultimate controlling party of the Group is a family trust in which A A Horn and M P S Horn are Trustees.

Page 32