REGISTERED NUMBER: 10125224 (England and Wales)

Strategic Report, Report of the Director and

Financial Statements for the Year Ended 31 August 2025

for

Roofdec Holdings Limited

Page

Company Information

1

Strategic Report

2

Report of the Director

3

Independent Auditors' Report

4

Statement of Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTOR:

Mr J R Barnes

REGISTERED OFFICE:

Marland House

13 Huddersfield Road

Barnsley

South Yorkshire

S70 2LW

REGISTERED NUMBER:

10125224 (England and Wales)

AUDITORS:

Harris & Co Limited

Chartered Accountants & Statutory Auditor

Marland House

13 Huddersfield Road

Barnsley

South Yorkshire

S70 2LW

The director presents his strategic report for the year ended 31 August 2025.

REVIEW OF BUSINESS

The business review is included in the consolidated group financial statements of Thirteen Investment Group Limited.

PRINCIPAL RISKS AND UNCERTAINTIES

The company's principal risks and uncertainties are included in the consolidated group financial statements of Thirteen Investment Group Limited.

ON BEHALF OF THE BOARD:

Mr J R Barnes - Director

29 May 2026

The director presents his report with the financial statements of the Company for the year ended 31 August 2025.

PRINCIPAL ACTIVITY

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

DIVIDENDS

The total distribution of dividends for the year ended 31 August 2025 will be £476,496.

DIRECTOR

Mr J R Barnes held office during the whole of the period from 1 September 2024 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies 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 Company will continue in business.

The director is 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 enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

AUDITORS

The auditors, Harris & Co Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr J R Barnes - Director

29 May 2026

Opinion

We have audited the financial statements of Roofdec Holdings Limited (the 'Company') for the year ended 31 August 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, 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 Company's affairs as at 31 August 2025 and of its 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 unqualified opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's 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 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, but does not include the financial statements and our Auditors' Report thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Director 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is responsible for assessing the 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 director either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

-

Enquiring of management, including obtaining and reviewing supporting documentation, concerning the company's policies and procedures relating to:

-

Identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

-

Detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

-

The internal controls established to mitigate risk related to fraud or non-compliance with laws & regulations;

-

Obtaining an understanding of the legal and regulatory frameworks that the company operates in, focusing on those laws and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations of the company. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.

Audit response to risks identified

Our procedures to respond to risks identified included the following:

-

Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with relevant laws and regulations;

-

Enquiring of management concerning actual and potential litigation and claims;

-

Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risk of material misstatement due to fraud; and

-

In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing the judgements used in accounting estimates to assess whether these may be indicative of potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

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.

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 Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Tom Garner CA CTA (Senior Statutory Auditor)

for and on behalf of Harris & Co Limited

Chartered Accountants & Statutory Auditor

Marland House

13 Huddersfield Road

Barnsley

South Yorkshire

S70 2LW

29 May 2026

TURNOVER

-

-

Administrative expenses

180

183

OPERATING LOSS

(180

)

(183

)

Income from shares in group undertakings

492,386

4,782,020

Interest receivable and similar income

-

62,102

492,386

4,844,122

492,206

4,843,939

Interest payable and similar expenses

5

-

214

PROFIT BEFORE TAXATION

492,206

4,843,725

Tax on profit

6

-

15,371

PROFIT FOR THE FINANCIAL YEAR

492,206

4,828,354

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

492,206

4,828,354

FIXED ASSETS

Investments

8

2,442,154

2,442,154

CURRENT ASSETS

Debtors

9

367,445

1,053,746

Cash at bank

92

23

367,537

1,053,769

CREDITORS

Amounts falling due within one year

10

322,307

1,024,249

NET CURRENT ASSETS

45,230

29,520

TOTAL ASSETS LESS CURRENT LIABILITIES

2,487,384

2,471,674

CAPITAL AND RESERVES

Called up share capital

11

10

10

Merger relief reserve

12

2,429,990

2,429,990

Retained earnings

12

57,384

41,674

SHAREHOLDERS' FUNDS

2,487,384

2,471,674

The financial statements were approved by the director and authorised for issue on 29 May 2026 and were signed by:

Mr J R Barnes - Director

Called up

Merger

share

Retained

relief

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 September 2023

10

2,319,717

2,429,990

4,749,717

Changes in equity

Dividends

-

(7,106,397

)

-

(7,106,397

)

Total comprehensive income

-

4,828,354

-

4,828,354

Balance at 31 August 2024

10

41,674

2,429,990

2,471,674

Changes in equity

Dividends

-

(476,496

)

-

(476,496

)

Total comprehensive income

-

492,206

-

492,206

Balance at 31 August 2025

10

57,384

2,429,990

2,487,384

1.	STATUTORY INFORMATION

Roofdec Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation and functional currency of the financial statements is the Pound Sterling (£).

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared on a going concern basis under the historical cost convention.

Going concern

The Company's financial projections indicate that it has sufficient facilities and funds to operate for at least the next 12 months and its bankers continue to be supportive. Accordingly, the directors have a reasonable expectation that the company has adequate financial resources to continue in operational existence for the foreseeable future and so the financial statements are prepared on a going concern basis.

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by 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 paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirement of paragraph 33.7.

Roofdec Holdings Limited is a qualifying entity for the above exemptions as the results of the holding company are consolidated into the group financial statements of Thirteen Investment Group Limited which are publically available.

Significant judgements and estimates

The principal accounting policies and significant judgements and estimates applied in the preparation of these financial statements are set out below. These policies, judgements and estimates have been consistently applied to all years presented unless otherwise stated.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less any provision for impairment.

Financial instruments

The company has adopted the provisions set out in sections 11 and 12 of FRS 102 in the recognition and measurement of financial instruments. All financial instruments are initially measured at the original transaction price, less associated costs. For subsequent measurement, basic financial instruments are measured at amortised cost in accordance with section 11 of FRS 102. Other financial instruments that are not considered basic and that are material to the financial statements are measured at fair value through profit or loss in accordance with section 12 of FRS 102.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

4.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 August 2025 nor for the year ended 31 August 2024.

The average number of employees during the year was NIL (2024 - NIL).

2025

2024

£

£

Directors' remuneration

-

-

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Interest on taxation

-

214

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

-

15,426

Tax adjustment previous years

-

(55

)

Tax on profit

-

15,371

Reconciliation of total tax charge included in profit and loss

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

2025

2024

£

£

Profit before tax

492,206

4,843,725

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

123,052

1,210,931

Effects of:

Income not taxable for tax purposes

(123,097

)

(1,195,505

)

Adjustments to tax charge in respect of previous periods

-

(55

)

Group tax relief

45

-

Total tax charge

-

15,371

7.

DIVIDENDS

2025

2024

£

£

Interim dividends

476,496

7,106,397

8.	FIXED ASSET INVESTMENTS

Shares in

group

undertaking

£

COST

At 1 September 2024

and 31 August 2025

2,442,154

NET BOOK VALUE

At 31 August 2025

2,442,154

At 31 August 2024

2,442,154

The Company's investments at the Balance Sheet date in the share capital of companies include the following:

Roofdec Limited

Registered office: Braithwell Way, Hellaby Industrial Estate, Rotherham, South Yorkshire, S66 8QY

Nature of business: Roofing and cladding contractors.

%

Class of shares:

holding

Ordinary

99.40

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed by group undertakings

367,445

1,040,413

Other debtors

-

13,333

367,445

1,053,746

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed to group undertakings

322,207

1,008,509

Corporation tax

-

15,640

Other creditors

100

100

322,307

1,024,249

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Nominal

2025

2024

Number:

Class:

value:

p

p

894

Ordinary A

1p

894

894

100

Ordinary B

1p

100

100

994

994

Both classes of Ordinary shares rank pari passu with each other and carry full voting and distribution rights.

12.

RESERVES

The following reserves are included in the financial statements:

Retained earnings - records retained profits, less accumulated losses and dividends.

Merger relief reserve - records the fair value of new shares issued over and above the par value.

13.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Entities over which the entity has control, joint control or significant influence

2025

2024

£

£

Dividends received

492,386

4,782,021

Amount due from related party

367,445

1,040,413

Other related parties

2025

2024

£

£

Amount due from related party

-

13,333

14.	ULTIMATE CONTROLLING PARTY

The controlling party is Mr J R Barnes.

15.	CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of Thirteen Investment Group Limited are available from Braithwell Way, Hellaby Industrial Estate, Hellaby, Rotherham, South Yorkshire, S66 8QY.