REGISTERED NUMBER: 10619432 (England and Wales)

RGB Facades Limited

Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 30 September 2025

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Statement of Income and Retained Earnings

9

Balance Sheet

10

Cash Flow Statement

11

Notes to the Cash Flow Statement

12

Notes to the Financial Statements

13

DIRECTORS:

J R Horsburgh

R J Corr

R Flynn

D K W McQuaid

Mrs T Bowman

S Gillespie

M Carroll

REGISTERED OFFICE:

Ropewalk House

2 Cottage Terrace

Nottingham

NG1 5DX

REGISTERED NUMBER:

10619432 (England and Wales)

AUDITORS:

Brooks Mayfield Limited

Chartered Accountants

12 Bridgford Road

West Bridgford

Nottinghamshire

NG2 6AB

The directors present their strategic report for the year ended 30 September 2025.

REVIEW OF BUSINESS AND PRINCIPAL ACTIVITIES

The principal activities of the company continued to be that of the distribution of building materials.

The company has retained its highly skilled and motivated workforce, and the directors pride themselves with putting together a team of staff who are experts in the field with assessing architects, developers and sourcing the best building products and construction materials for projects.

Despite the sector experiencing another year with some adverse economic conditions and increased costs, careful management of these factors have led to the company achieving its expected gross profit margin and net profit margin before tax.

PRINCIPAL RISKS AND UNCERTAINTIES

The company's risk management processes include an assessment of the likelihood and potential impact of a range of events to determine the overall level of risk and the actions required to mitigate their impact. The following risks have been identified as ones that could have a material impact on the future financial performance of the company and cause results to differ from those expected:

- Customer based risk - the company supplies to the UK building sector, which has and is being affected by adverse economic conditions. The directors seek to reduce the risk of a reduced customer base by gaining new customers via extensive networking, marketing, and having an active presence on social media, as well as strengthening its existing relationships with customers.

- Supplier based risk - the sector faces the risk of material supply shortages. The directors continue to maintain the company's buying power within the market and it experiences excellent relationships with its key suppliers to ensure continued supply of materials on a timely basis.

- Working capital requirements - the directors continue to monitor short to medium term cash requirements to ensure sufficient funding is in place to facilitate business growth.

- Debt recovery risk - the sector is experiencing a period of adverse economic conditions and finds itself in a position where several businesses are struggling to maintain trading leaving debts unpaid. The directors closely monitor debts on a daily basis and ensure customers remain within their credit terms and limits. Debts, where possible, are insured and for those that are uninsured payments in advance of delivery are obtained.

FINANCIAL KEY PERFORMANCE INDICATORS

The company considers the following to be its 'Key performance Indicators' which are closely monitored by directors and management throughout the year.

- Turnover for the year was £32.3m (2024 - £16.8m), an increase of £15.5m (92.3%)

- Gross profit for the year was £4.4m (2024 - £2.1m), an increase of £2.3m (109.5%).

- Gross profit margin for the year was 13.7% (2024 - 12.6%).

- Profit before tax for the year was £1.94m (2024 - £0.58m), an increase of £1.36m (234.5%).

- Net profit margin before tax for the year was 6.0% (2024 - 3.5%).

- Total equity at 30 September 2025 was £3.12m (2024 - £1.72m), an increase of £1.40m (81.4%)

FUTURE DEVELOPMENTS AND OUTLOOK

With the sector facing ever changing adverse economic conditions, the directors will continue to closely monitor the situation and implement contingency plans as and when required to ensure the continued stability of the company.

The outlook for the company remains positive with a healthy order book, obtaining new customers and new suppliers, maintain and expand its existing workforce, all of which the directors see as providing a strong platform from which to consolidate its position in the market.

ON BEHALF OF THE BOARD:

J R Horsburgh - Director

3 June 2026

The directors present their report with the financial statements of the company for the year ended 30 September 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the distribution of building materials.

DIVIDENDS

The total distribution of dividends for the year ended 30 September 2025 will be £40,000.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 October 2024 to the date of this report.

J R Horsburgh

R J Corr

R Flynn

D K W McQuaid

Mrs T Bowman

S Gillespie

Other changes in directors holding office are as follows:

M Carroll - appointed 1 August 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are 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 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 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 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 directors are 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 each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Brooks Mayfield Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

R J Corr - Director

3 June 2026

Opinion

We have audited the financial statements of RGB Facades Limited (the 'company') for the year ended 30 September 2025 which comprise the Statement of Income and Retained Earnings, Balance Sheet, Cash Flow Statement and Notes to the Cash Flow Statement, 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 30 September 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 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 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 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

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 Directors 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 Directors 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 Directors.

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 directors' remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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 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 company or to cease operations, or have 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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 to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Discussions before the year end and during audit field work were held with senior management to obtain and understanding of the legal and regulatory framework applicable to the company and how it is complying with that framework. These discussions helped us obtain an understanding of the company's policies and procedures on compliance with laws and regulations. To support our understanding, we also reviewed any documentation regarding any instances of non-compliance with the minutes of meetings held by those charged with governance.

After obtaining such information, we designed our audit work so that appropriate tests could be devised to enable our work to cover the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, as well as evaluating the business rationale of significant transactions outside the normal course of business and the review of accounting estimates for bias.

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 Report of the Auditors.

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 a Report of the Auditors 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.

William Oates BA FCA (Senior Statutory Auditor)

for and on behalf of Brooks Mayfield Limited

Chartered Accountants

12 Bridgford Road

West Bridgford

Nottinghamshire

NG2 6AB

3 June 2026

TURNOVER

4

32,268,275

16,825,608

Cost of sales

27,844,726

14,710,062

GROSS PROFIT

4,423,549

2,115,546

Administrative expenses

2,480,715

1,556,390

1,942,834

559,156

Other operating income

-

21,600

OPERATING PROFIT and

PROFIT BEFORE TAXATION

1,942,834

580,756

Tax on profit

7

502,462

157,792

PROFIT FOR THE FINANCIAL YEAR

1,440,372

422,964

Retained earnings at beginning of year

1,717,201

1,445,227

Dividends

8

(40,000

)

(150,990

)

RETAINED EARNINGS AT END OF YEAR

3,117,573

1,717,201

FIXED ASSETS

Tangible assets

9

66,794

11,018

CURRENT ASSETS

Stocks

10

151,127

495,137

Debtors

11

6,449,920

5,238,479

Cash at bank

1,169,194

760,345

7,770,241

6,493,961

CREDITORS

Amounts falling due within one year

12

4,701,163

4,783,423

NET CURRENT ASSETS

3,069,078

1,710,538

TOTAL ASSETS LESS CURRENT LIABILITIES

3,135,872

1,721,556

PROVISIONS FOR LIABILITIES

15

16,699

2,755

NET ASSETS

3,119,173

1,718,801

CAPITAL AND RESERVES

Called up share capital

16

1,600

1,600

Retained earnings

17

3,117,573

1,717,201

SHAREHOLDERS' FUNDS

3,119,173

1,718,801

The financial statements were approved by the Board of Directors and authorised for issue on 3 June 2026 and were signed on its behalf by:

Mrs T Bowman - Director

Cash flows from operating activities

Cash generated from operations

1

682,247

442,160

Tax paid

(160,121

)

(138,274

)

Net cash from operating activities

522,126

303,886

Cash flows from investing activities

Purchase of tangible fixed assets

(65,613

)

-

Net cash from investing activities

(65,613

)

-

Cash flows from financing activities

Movement in net intra-group loans

(7,664

)

(14,474

)

Equity dividends paid

(40,000

)

(150,990

)

Net cash from financing activities

(47,664

)

(165,464

)

Increase in cash and cash equivalents

408,849

138,422

Cash and cash equivalents at beginning of year

2

760,345

621,923

Cash and cash equivalents at end of year

2

1,169,194

760,345

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

30.9.25

30.9.24

£

£

Profit before taxation

1,942,834

580,756

Depreciation charges

9,837

9,319

1,952,671

590,075

Decrease/(increase) in stocks

344,010

(326,768

)

Increase in trade and other debtors

(1,211,441

)

(614,245

)

(Decrease)/increase in trade and other creditors

(402,993

)

793,098

Cash generated from operations

682,247

442,160

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 September 2025

30.9.25

1.10.24

£

£

Cash and cash equivalents

1,169,194

760,345

Year ended 30 September 2024

30.9.24

1.10.23

£

£

Cash and cash equivalents

760,345

621,923

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.10.24

Cash flow

At 30.9.25

£

£

£

Net cash

Cash at bank

760,345

408,849

1,169,194

760,345

408,849

1,169,194

Total

760,345

408,849

1,169,194

1.	STATUTORY INFORMATION

RGB Facades 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 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 under the historical cost convention.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical evidence and other factors considered 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 estimates is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The directors do not consider there to be any estimates and assumptions which may have a significant risk of causing a material adjustment to the carrying amount of assets or liabilities.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for the distribution of goods, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of goods), the amount of revenue can be measured reliably, it is probable that the economical benefits associated with the transaction will flow to the entity and the costs incurred in respect of the transaction can be measured reliably.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Improvements to property

-

Straight line over the life of the lease

Fixtures and fittings

-

25% on cost

Computer equipment

-

33% on cost

Stocks

Stocks are stated at the lower of cost and net realisable value, after making allowance for obsolete and slow moving items. Cost is based on purchase cost on a first in, first out basis and includes other costs incurred in the normal course of business in bringing the stocks to their present location and condition. Net realisable value is the price at which stocks can be sold in the normal course of business after deducting costs of realisation.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Debtors and creditors receivable or payable within one year

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

Impairment

Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such and indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised, an impairment loss is recognised in profit and loss unless the asset is carried at revalued amount where the impairment loss is a revaluation decrease.

4.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

Turnover for the current and comparative year is solely attributable to the United Kingdom.

5.	EMPLOYEES AND DIRECTORS

30.9.25

30.9.24

£

£

Wages and salaries

1,166,266

910,969

Social security costs

157,020

112,518

Other pension costs

50,275

32,733

1,373,561

1,056,220

The average number of employees during the year was as follows:

30.9.25

30.9.24

Directors

7

6

Sales

4

5

Administration

5

4

16

15

30.9.25

30.9.24

£

£

Directors' remuneration

419,483

263,839

Directors' pension contributions to money purchase schemes

7,386

2,965

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

2

1

Information regarding the highest paid director is as follows:

30.9.25

30.9.24

£

£

Emoluments etc

194,823

165,000

Pension contributions to money purchase schemes

5,845

-

6.	OPERATING PROFIT

The operating profit is stated after charging:

30.9.25

30.9.24

£

£

Other operating leases

67,729

48,721

Depreciation - owned assets

9,837

9,319

Auditors' remuneration

12,500

7,500

7.

TAXATION

Analysis of the tax charge

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

30.9.25

30.9.24

£

£

Current tax:

UK corporation tax

488,518

160,121

Deferred tax

13,944

(2,329

)

Tax on profit

502,462

157,792

UK corporation tax has been charged at 25% (2024 - 25%).

Reconciliation of total tax charge included in profit and loss

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

30.9.25

30.9.24

£

£

Profit before tax

1,942,834

580,756

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

485,709

145,189

Effects of:

Expenses not deductible for tax purposes

16,753

12,603

Capital allowances in excess of depreciation

(13,944

)

-

Depreciation in excess of capital allowances

-

2,329

Deferred tax

13,944

(2,329

)

Total tax charge

502,462

157,792

8.

DIVIDENDS

30.9.25

30.9.24

£

£

Ordinary shares of £1 each

Interim

40,000

150,990

9.	TANGIBLE FIXED ASSETS

Improvements

Fixtures

to

and

Computer

property

fittings

equipment

Totals

£

£

£

£

COST

At 1 October 2024

24,936

4,530

3,586

33,052

Additions

42,992

11,581

11,040

65,613

Disposals

-

-

(3,586

)

(3,586

)

At 30 September 2025

67,928

16,111

11,040

95,079

DEPRECIATION

At 1 October 2024

15,741

2,921

3,372

22,034

Charge for year

7,731

1,892

214

9,837

Eliminated on disposal

-

-

(3,586

)

(3,586

)

At 30 September 2025

23,472

4,813

-

28,285

NET BOOK VALUE

At 30 September 2025

44,456

11,298

11,040

66,794

At 30 September 2024

9,195

1,609

214

11,018

10.

STOCKS

30.9.25

30.9.24

£

£

Finished goods

151,127

495,137

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.9.25

30.9.24

£

£

Trade debtors

6,205,644

5,031,639

Other debtors

168,398

156,665

Prepayments and accrued income

75,878

50,175

6,449,920

5,238,479

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.9.25

30.9.24

£

£

Trade creditors

3,626,351

3,353,894

Amounts owed to group undertakings

73,607

81,271

Corporation Tax

488,518

160,121

Social security and other taxes

45,273

24,868

VAT

131,000

140,430

Invoice financing facility

-

740,909

Accruals and deferred income

336,414

281,930

4,701,163

4,783,423

13.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

30.9.25

30.9.24

£

£

Within one year

119,423

73,233

Between one and five years

318,011

100,764

437,434

173,997

14.	SECURED DEBTS

The following secured debts are included within creditors:

30.9.25

30.9.24

£

£

Invoice financing facility

-

740,909

The invoice financing facility is provided by HSBC Invoice Finance (UK) Limited and is secured by way of a fixed charge on purchased debts that fail to vest.

15.	PROVISIONS FOR LIABILITIES

30.9.25

30.9.24

£

£

Deferred tax

16,699

2,755