REGISTERED NUMBER: 01371473 (England and Wales)

Group Strategic Report, Report of the Directors and

Audited Consolidated Financial Statements for the Year Ended 31 December 2025

for

M & J Group (Construction & Roofing)

Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Income Statement

8

Consolidated Other 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 Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

DIRECTORS:

P Henrickson

D Henrickson

J W Henrickson

REGISTERED OFFICE:

Hammond Road

Elms Farm Industrial Estate

Bedford

Bedfordshire

MK41 0UD

REGISTERED NUMBER:

01371473 (England and Wales)

AUDITORS:

Godfrey Laws Audit Limited

65 Knowl Piece

Wilbury Way

Hitchin

Hertfordshire

SG4 0TY

The directors present their strategic report of the company and the group for the year ended 31 December 2025.

REVIEW OF BUSINESS

The results for the year and the financial position of the group are shown in the annexed financial statements.

During the year we reviewed the range of services/work we were offering and after careful consideration felt it was necessary to no longer offer some services previously offered. By doing so this has meant a reduction in the group's turnover from £56.3m in 2024 to £40.7m in 2025.However our overall gross profit percentage has increased by 1.8% to 36.7% (2024 34.9%). Net profit percentage before tax has fallen to 10.9% (2024 16.0%). The group's profit for the year after tax was £3.9m (2024 £7.7m). The balance sheet continues to remain strong with net assets of £9.03m (2024 £8.27m) with net current assets being £7.77m (2024 £6.72).

Overall the group continues to remain profitable and is in a strong financial position.

KEY PERFORMANCE INDICATORS

The key performance indicators for us are turnover and gross margin and reducing carbon footprint.

Turnover and gross margin have been discussed in the business review with the gross margin improving even though turnover fell for the year.

In order to assist our clients in combating global warming and reducing carbon footprint we have been involved in the installation of green roof systems for a number of years in the UK. Our key personnel in every office are in charge of training in both the concept and application of these systems.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties would be the overall state of the economy. The impact on the group's operations has been limited to date. The business does a large amount of work with the public sector whether any squeeze on public sector finances in the future would affect the level of business of business available from that source and the need to concentrate more work in the private sector.

Due to the nature of the work health and safety is a constant concern. The group provides regular and continual training to mitigate the risk.

Failure to fulfil contractual obligations from clients could subject the company to action and claims made. A strong emphasis on appropriate business conduct by all employees and contractor's provides mitigation to this risk as well as its insurance cover.

FUTURE DEVELOPMENTS

We anticipate continued growth in both sectors of the roofing industry.

We continue to actively promote the advancements in waterproofing technology to assist in tackling the surge of CO2 emissions through a variety of methods entering the market. We are looking into new systems to reduce carbon footprint at the same costs as a traditional roofing system such as 'carbon neutralising flat roofing systems', a roof that allows a continual process of the conversion of CO2 into a harmless substance reducing alternative roofing system.

ON BEHALF OF THE BOARD:

J W Henrickson - Director

23 June 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of the supply and installation of flat and pitched roofing materials in the construction industry.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2025 will be £ 3,000,000 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

P Henrickson

D Henrickson

J W Henrickson

POLITICAL DONATIONS AND EXPENDITURE

During the year the company made charitable donations totalling £12,451.

WORKING CAPITAL AND OPERATIONAL CASHFLOW REQUIREMENTS

We believe that our liquid asset resources are adequate to meet our operational cashflow requirements and to support our ambition of the new carbon neutralising flat roofing systems.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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 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 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group's auditors are unaware, and each director 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 group's auditors are aware of that information.

ON BEHALF OF THE BOARD:

J W Henrickson - Director

23 June 2026

Opinion

We have audited the financial statements of M & J Group (Construction & Roofing) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated 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 group's and of the parent company affairs as at 31 December 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 Auditors' 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 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 group's and 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group 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 Group 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 Group 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 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 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 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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.

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:

Our approach was as follows:-

Based on our understanding of the Group, the industry and discussions with management we identified Financial Reporting Standard 102 and Companies Act 2006 and UK taxation legislation.

We obtained an understanding of how the Group complies with these requirement by discussions with management and those charged with governance.

We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur and whether there had been known instances of non compliance or suspected non compliance with laws and regulations.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of the financial statements of the financial statements, whether due to fraud and error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, misrepresentations, or intentional omissions.

Enquiries of management regarding compliance of Laws & Regulations and any known instances of non compliance,;

Examining supporting documentation for all material balances, transactions and disclosures;

Evaluation of the selection and application of accounting policies;

Reviewing the appropriateness of journal entries made in the general ledger and other adjustments made in the preparation of financial statements;

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.

Howard Ashmore FCA (Senior Statutory Auditor)

for and on behalf of Godfrey Laws Audit Limited

65 Knowl Piece

Wilbury Way

Hitchin

Hertfordshire

SG4 0TY

23 June 2026

TURNOVER

40,761,383

56,291,952

Cost of sales

25,803,123

36,655,044

GROSS PROFIT

14,958,260

19,636,908

Administrative expenses

10,678,911

10,838,609

4,279,349

8,798,299

Other operating income

15,000

75,000

OPERATING PROFIT

4

4,294,349

8,873,299

Interest receivable and similar income

132,228

120,395

4,426,577

8,993,694

Interest payable and similar expenses

5

(30

)

829

PROFIT BEFORE TAXATION

4,426,607

8,992,865

Tax on profit

6

501,445

1,246,236

PROFIT FOR THE FINANCIAL YEAR

3,925,162

7,746,629

Profit attributable to:

Owners of the parent

3,925,162

7,746,629

PROFIT FOR THE YEAR

3,925,162

7,746,629

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

3,925,162

7,746,629

Total comprehensive income attributable to:

Owners of the parent

3,925,162

7,746,629

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

1,283,282

1,546,489

Investments

11

-

-

1,283,282

1,546,489

CURRENT ASSETS

Stocks

12

256,790

220,596

Debtors

13

8,797,895

10,554,461

Cash at bank and in hand

4,324,443

3,407,338

13,379,128

14,182,395

CREDITORS

Amounts falling due within one year

14

5,499,579

7,458,076

NET CURRENT ASSETS

7,879,549

6,724,319

TOTAL ASSETS LESS CURRENT LIABILITIES

9,162,831

8,270,808

PROVISIONS FOR LIABILITIES

16

134,289

167,428

NET ASSETS

9,028,542

8,103,380

CAPITAL AND RESERVES

Called up share capital

17

120

120

Retained earnings

18

9,028,422

8,103,260

SHAREHOLDERS' FUNDS

9,028,542

8,103,380

The financial statements were approved by the Board of Directors and authorised for issue on 23 June 2026 and were signed on its behalf by:

J W Henrickson - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

1,143,317

1,335,488

Investments

11

100

100

1,143,417

1,335,588

CURRENT ASSETS

Stocks

12

143,417

117,334

Debtors

13

8,920,560

10,463,871

Cash at bank and in hand

4,110,090

3,089,541

13,174,067

13,670,746

CREDITORS

Amounts falling due within one year

14

5,770,479

8,800,818

NET CURRENT ASSETS

7,403,588

4,869,928

TOTAL ASSETS LESS CURRENT LIABILITIES

8,547,005

6,205,516

PROVISIONS FOR LIABILITIES

16

99,566

114,945

NET ASSETS

8,447,439

6,090,571

CAPITAL AND RESERVES

Called up share capital

17

120

120

Retained earnings

18

8,447,319

6,090,451

SHAREHOLDERS' FUNDS

8,447,439

6,090,571

Company's profit for the financial year

5,356,868

6,743,749

The financial statements were approved by the Board of Directors and authorised for issue on 23 June 2026 and were signed on its behalf by:

J W Henrickson - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

120

7,656,631

7,656,751

Changes in equity

Dividends

-

(7,300,000

)

(7,300,000

)

Total comprehensive income

-

7,746,629

7,746,629

Balance at 31 December 2024

120

8,103,260

8,103,380

Changes in equity

Dividends

-

(3,000,000

)

(3,000,000

)

Total comprehensive income

-

3,925,162

3,925,162

Balance at 31 December 2025

120

9,028,422

9,028,542

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

120

6,646,702

6,646,822

Changes in equity

Dividends

-

(7,300,000

)

(7,300,000

)

Total comprehensive income

-

6,743,749

6,743,749

Balance at 31 December 2024

120

6,090,451

6,090,571

Changes in equity

Dividends

-

(3,000,000

)

(3,000,000

)

Total comprehensive income

-

5,356,868

5,356,868

Balance at 31 December 2025

120

8,447,319

8,447,439

Cash flows from operating activities

Cash generated from operations

1

4,123,300

6,959,696

Interest paid

30

(829

)

Tax paid

(369,055

)

(1,755,114

)

Net cash from operating activities

3,754,275

5,203,753

Cash flows from investing activities

Purchase of tangible fixed assets

(9,318

)

(634,861

)

Sale of tangible fixed assets

39,920

44,165

Interest received

132,228

120,395

Net cash from investing activities

162,830

(470,301

)

Cash flows from financing activities

Equity dividends paid

(3,000,000

)

(7,300,000

)

Net cash from financing activities

(3,000,000

)

(7,300,000

)

Increase/(decrease) in cash and cash equivalents

917,105

(2,566,548

)

Cash and cash equivalents at beginning of year

2

3,407,338

5,973,886

Cash and cash equivalents at end of year

2

4,324,443

3,407,338

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

31.12.25

31.12.24

£

£

Profit before taxation

4,426,607

8,992,865

Depreciation charges

235,939

303,829

(Profit)/loss on disposal of fixed assets

(3,334

)

14,318

Finance costs

(30

)

829

Finance income

(132,228

)

(120,395

)

4,526,954

9,191,446

(Increase)/decrease in stocks

(36,194

)

13,849

Decrease in trade and other debtors

1,756,566

267,030

Decrease in trade and other creditors

(2,124,026

)

(2,512,629

)

Cash generated from operations

4,123,300

6,959,696

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 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

4,324,443

3,407,338

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

3,407,338

5,973,886

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank and in hand

3,407,338

917,105

4,324,443

3,407,338

917,105

4,324,443

Total

3,407,338

917,105

4,324,443

1.	STATUTORY INFORMATION

M & J Group (Construction & Roofing) 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 General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue is recognised on the completion of completion of the work the exception to this policy is for certain contracts which are recognised over time. Such contact revenue being recognised over time, by reference to the stage of completion of contract activity at the balance sheet date. This is normally measured by surveys of work performed to date. Where progress on a contract cannot be reasonably determined, revenue is recognised over time as the work is performed to the extent that costs have been incurred and are expected to be recoverable, and contract costs are recognised as expenses in the period in which they are incurred. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised immediately in the income statement within cost of sales.

All revenue being measured as above excluding any discounts, rebates, value added tax and other sales taxes adjusting for where the customer has paid in excess of the work done if applicable.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2017, is being amortised evenly over its estimated useful life of five years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

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

Plant and machinery

-

20% on reducing balance

Fixtures and fittings

-

10% on reducing balance

Motor vehicles

-

25% on reducing balance

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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 group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the Group's accounting policies, which are described above, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying 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 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.

There are no key sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

3.	EMPLOYEES AND DIRECTORS

31.12.25

31.12.24

£

£

Wages and salaries

5,625,185

6,437,483

Social security costs

722,200

728,720

Other pension costs

199,336

197,088

6,546,721

7,363,291

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

31.12.25

31.12.24

Directors

3

3

Office and administration

91

97

94

100

The average number of employees by undertakings that were proportionately consolidated during the year was NIL (2024 - NIL).

31.12.25

31.12.24

£

£

Directors' remuneration

686,183

820,751

Information regarding the highest paid director is as follows:

31.12.25

31.12.24

£

£

Emoluments etc

538,344

490,682

4.	OPERATING PROFIT

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

31.12.25

31.12.24

£

£

Hire of plant and machinery

2,589,690

3,397,606

Depreciation - owned assets

235,939

303,829

(Profit)/loss on disposal of fixed assets

(3,334

)

14,318

Auditors' remuneration

22,000

13,700

Auditors' remuneration for non audit work

9,885

5,490

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.25

31.12.24

£

£

Interest on corporation tax

(30

)

829

6.

TAXATION

Analysis of the tax charge

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

31.12.25

31.12.24

£

£

Current tax:

UK corporation tax

1,152,547

2,276,042

Over prov Corp tax prev year

(617,964

)

(1,010,043

)

Total current tax

534,583

1,265,999

Deferred tax:

Accelerated capital allowances

(33,138

)

(19,763

)

Tax on profit

501,445

1,246,236