The directors present the strategic report for the period ended 31 August 2025.
Despite being in its initial period of operation, the group delivered a strong financial performance. Turnover for the period was £16,829,699, primarily generated from the supply and installation of UPVC products, consistent with the revenue recognition policy. After cost of sales of £13,719,748, the group achieved a gross profit of £3,109,951 and an operating profit of £890,479. Profit after taxation for the period was £785,399.
The group also undertook significant investment activity during the period, including:
the acquisition of goodwill and other intangible assets totalling £4,834,660;
the acquisition of tangible asset additions of £188,287; and
investments of £147,316.
These investments reflect the group's strategy of expanding operational capacity and consolidating its position within its chosen markets. At the period end, the group reported net assets of £8,857,560, supported by the successful issue of £8,072,161 of share capital during the period.
Operationally, the group maintained an experienced and skilled workforce to support its operations across its project portfolio. The average number of employees during the period was 37, including directors, management, quantity surveyors, contract managers, manufacturing staff and administrative personnel.
The company uses various financial instruments to finance its operations. These include cash, trade debtors and leasing. The existence of these financial instruments exposes the company to a number of financial risks, which are described in more detail below.
The main risks arising from the company's financial instruments are liquidity risk, cash flow risk, interest rate risk, price risk, credit risk, competition risk and people risk.
Liquidity Risk
The company seeks to manage its financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash in assets safely and profitably. The company's policy throughout the period has been to utilise finance facilities wherever possible and to take advantage of credit terms provided.
Cash Flow Risk
The business manages working capital tightly using daily, weekly and monthly key performance measurements. Rolling forecasts are produced each month to minimise cash flow risk.
Interest Rate Fluctuations
The company has limited exposure to interest rate risk and monitors its financial arrangements on an ongoing basis. The directors consider the company's exposure to fluctuations in interest rates to be minimal.
Price Risk
There has been a significant rise in suppliers' raw material costs, energy and transport. We have absorbed these costs temporarily; however, ongoing inflationary pressures have led us to pass some of these costs on to our end customers.
Credit Risk
The principal credit risk arises from both our trade debtors and trade suppliers. The company does not currently take credit insurance on trade debtors given the sector within which they operate. Key suppliers are monitored on a monthly basis.
Competition Risk
We adhere to our customers' KPI measures and constantly scan the market environment to ensure that we price our work competitively.
People Risk
We face a tight labour market due to current conditions and a general shortage of skilled workers. The success of the company is ultimately driven by its people and the environment we provide. The company's recruitment and retention policies are embedded within its values to promote a friendly working environment and to recognise and reward colleagues who help the company thrive through their passion, strong work ethics, striving to be best in class and supporting their colleagues' career growth.
In addition to reviewing turnover and net profit figures, the board closely monitor KPI's principally relating to short term and medium term liquidity, cash flow and working capital requirements.
On behalf of the board
The directors present their annual report and financial statements for the period ended 31 August 2025.
Principal activities
The principal activities of the holding company and group are set out in the strategic report.
Results and dividends
The results for the period are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
The group continues to invest in research and development activities to enhance its product range and manufacturing processes. The directors regard the company's R&D activity as an important driver of innovation and competitiveness,, and continue to assess qualifying expenditure for future claims.
There have been no significant events affecting the company since the year end.
The group has been successful in sourcing additional warehousing to increase its storage and create additional manufacturing capacity.
Given the strong performance to 31st August 2025, the group plans to grow further alongside seeking additional warehousing and storage facilities to continue to cope with increase in demand.
The auditors, Xeinadin Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
We have audited the financial statements of Sutton & Tawney Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 August 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of the company of not complying with such laws and regulations, including fraud, where non-compliance could have a material impact on the financial statements. This included those regulations directly related to the financial statements, including financial reporting and tax legislation. In relation to the industry, this included health and safety and employment legislation.
The risks were discussed with the audit team and we remained alert to any indications of non-compliance throughout the audit. We carried out specific procedures to address the risks identified as follows:
- Review of the control environment
- Meeting key personal responsible for specific functions relating to laws and regulations
- Review of legal fees incurred
- Agreeing the financial statement disclosures to underlying supporting documentation
- Reviewing the key accounting policies and estimates
To address the risk of management override of controls, we carried out testing of journal entries and other adjustments for appropriateness and evaluated the business rationale of significant transactions outside of 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 and misrepresentation.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the 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.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £26,965.
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
Sutton & Tawney Group Ltd (“the company”) is a private limited company limited by shares, domiciled and incorporated in England and Wales. The registered office is Unit 5 Weald Hall Lane, Thornwood, Epping, CM16 6NR.
The group consists of Sutton & Tawney Group Ltd and all of its subsidiaries, the details of which are shown at note 12.
The current period ended 31 August 2025 covers a 13.5 month period from incorporation of the group to 31 August 2025.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company Sutton & Tawney Group Ltd together with EP Group Holdings Limited and Exterior Plas Limited, material subsidiaries controlled by the parent company and the group’s share of its interests in associates.
All financial statements are made up to 31 August 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Entities other than subsidiary undertakings in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
Investments in associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in associates include acquired goodwill.
If the group’s share of losses in an associate equals or exceeds its investment in the associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the associate.
Unrealised gains arising from transactions with associates are eliminated to the extent of the group’s interest in the entity.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
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:
Sale of goods
Revenue from the sale of goods 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 goods 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.
Revenue is recognised when the group has supplied and installed UPVC products, which the directors believe this is the date at which the significant risks and rewards of ownership have been transferred to the buyer.
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 can be measured reliably;
it is probable that the company 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;
the costs incurred and the costs to complete the contract can be measured reliably.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ 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 and 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries and associates, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Interest payable
Finance costs are charged to the profit and loss account over the term of the debt using the effective interest rate method and are charged at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the associated capital instrument.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The directors do not believe that there have been any judgements (apart from those involving estimates) made in the process of applying the above accounting policies that have had a significant effect on amounts recognised in the financial statements.
All revenue arises in the United Kingdom.
The average monthly number of persons (including directors) employed by the group and company during the period was:
Their aggregate remuneration comprised:
The actual charge for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
Of the total depreciation charged in the year, £8,537 relates to assets held under finance leases or hire purchase contracts.
The subsidiaries were acquired in the period due to a group reorganisation. Details of the company's subsidiaries at 31 August 2025 are noted below:
The company made a contribution to the company's Employee Benefit Trust (EBT) during the year ended 31 August 2010 amounting to £500,500.
All bank loans and overdrafts of the company are secured by fixed charges over the property, plant and equipment, share capital and stock. There are also floating charges over any current or future assets the business owns which is not covered by the fixed charge.
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
At the balance sheet date £1,949 (2024: £1,949) was due to the fund an is included in creditors.
The shares rank pari passu in terms of dividends, voting and rights to capital on winding up or other capital distribution.
Changes in share capital in the period
The ordinary shares were issued on incorporation of the company on 9 July 2024.
The remainder of the share capital was issued in the group reorganisation on 11 September 2024.
The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting standard in the UK and Republic of Ireland' not to disclose related party transactions with wholly-owned subsidiaries within the the Sutton and Tawney Group.
The following related party transactions and balances are disclosed:
(a) Investment in associate - Vertedge Limited
The Company holds a 35% interest in Vertedge Limited, a company incorporated in England and Wales. A. Sheen, a director of the Company, is also a director of Vertedge Limited.
During the period the Company advanced £21,000 (2024: £nil) to Vertedge Limited, which remained outstanding at the year end. The advance is unsecured, interest-free and repayable on demand. During the period the Company incurred costs of £nil (2024: £16,877) in respect of services provided by Vertedge Limited.
(b) Sutton & Tawney Estates Limited
L. Pelosi, K. Sheen, L. Sheen and A. Sheen are directors of Sutton & Tawney Estates Limited and are also directors of the Company.
During the year, the company made net advances to Sutton & Tawney Estates Ltd of £284,641 and at the year end the amount receivable from Sutton & Tawney Estates Limited was £3,810,161 (2024: £3,525,520).
The balance is unsecured, interest-free and repayable on demand. No security is held in respect of the balance.
(c) J. Pelosi (close family member of a director)
At the year end the Company had a loan receivable of £45,000 (2024: £45,000) due from J. Pelosi. No further amounts were advanced or repaid during the period (2024: £45,000 advanced). The loan is unsecured, interest-free and repayable on demand.