REGISTERED NUMBER: 01564981 (England and Wales)

Strategic Report,

Report of the Directors and

Financial Statements

for the Year Ended 31 December 2025

for

Roe Bros. & Co Ltd.

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Cash Flow Statement

10

Notes to the Cash Flow Statement

11

Notes to the Financial Statements

12

DIRECTORS:

J P W Roe

J Robertson

C J Taylor

T G Bailey

R L Bell

REGISTERED OFFICE:

1 Fenlake Business Centre

Fengate

Peterborough

PE1 5BQ

REGISTERED NUMBER:

01564981 (England and Wales)

SENIOR STATUTORY AUDITOR:

Paul Colcomb FCCA

AUDITORS:

Wright Vigar Limited

Statutory Auditors

Chartered Accountants & Business Advisers

15 Newland

Lincoln

Lincolnshire

LN1 1XG

The directors present their strategic report for the year ended 31 December 2025.

REVIEW OF BUSINESS

The company's primary targets are growth in turnover and profitability. Specific operating and financial KPI's relevant to individual businesses achieving this objective are highlighted in the trading results.

Turnover decreased by 15.5% to £27,719,034 from £32,810,812 in the prior year.

The company's gross profit has decreased to £2,649,914 from £4,125,720 in the prior year. The company's profit before taxation has decreased to £575,583 from £945,521 in 2024. The strong balance sheet of the company allows for large bulk purchases of steel to be made along with the strategic timing of purchases, this allows the company to maximise it's gross profit margin.

The aim for 2026 is to continue to generate good profit margins.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors of the company regularly meet to review any risks and uncertainties that are either currently faced by the company or will potentially be faced by the company in the future. Measures are then agreed upon to be put in place to mitigate these risks and uncertainties as far as possible.

The principal risk of the company involve steel prices. This is mitigated as far as possible by bulk purchasing and forward pricing undertaken by the company.

ON BEHALF OF THE BOARD:

J P W Roe - Director

24 July 2026

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of processing steel reinforcing materials for the construction industry.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

DIRECTORS

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

J P W Roe

J Robertson

C J Taylor

T G Bailey

R L Bell

Other changes in directors holding office are as follows:

D P Simmons - resigned 31 May 2025

FINANCIAL INSTRUMENTS

The company uses a variety of financial instruments, including cash, inter-company debt and trade creditors that arise from its operations. The main purpose of these financial instruments are to provide working capital for the company's operations.

The company is financed with appropriate short-term and long-term finance to match the need of the business and enable the company to utilise its working capital in the most effective way.

ENGAGEMENT WITH EMPLOYEES

The company's policy is to consult and discuss with employees, at meetings, matters likely to affect employees' interests.

Information of matters of concern to employees is given through the information bulletins and reports which seeks to achieve a common awareness on the part of all employees of the financial economic factors affecting the company's performance.

DISABLED EMPLOYEES

The company's policy to recruit disabled workers for those vacancies that they are able to fill. All necessary assistance with initial training courses is given. Once employed, a career plan is developed to ensure suitable opportunities for each disabled person. Arrangements are made, wherever possible, for retraining employees who become disabled, to enable them to perform work identified as appropriate to their aptitudes and abilities.

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.

ON BEHALF OF THE BOARD:

J P W Roe - Director

24 July 2026

Opinion

We have audited the financial statements of Roe Bros. & Co Ltd. (the 'company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, 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 31 December 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 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 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:

Our work is performed to include an assessment of the susceptibility of the entity's financial statements to material misstatement, including the risk of fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

In identifying and assessing risk of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

-

We plan our work to gain an understanding of the significant laws and regulations that are of significance to the entity and the sector in which they operate. We perform our work to ensure that the entity is complying with its legal and regulatory framework.

-

We plan our work to gain an understanding of the significant laws and regulations that are of significance to the entity and the sector in which they operate. We perform our work to ensure that the entity is complying with its legal and regulatory framework.

We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:

-

Substantive procedures performed in accordance with the ISAs (UK).

-

Challenging assumptions and judgments made by management in its significant accounting estimates.

-

Identifying and testing journal entries, in particular material journal entries and an assessment of year end journals.

-

Assessing the extent of compliance with the relevant laws and regulations.

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.

Paul Colcomb FCCA (Senior Statutory Auditor)

for and on behalf of Wright Vigar Limited

Statutory Auditors

Chartered Accountants & Business Advisers

15 Newland

Lincoln

Lincolnshire

LN1 1XG

24 July 2026

TURNOVER

3

27,719,034

32,810,812

Cost of sales

25,069,120

28,685,092

GROSS PROFIT

2,649,914

4,125,720

Distribution costs

465,302

480,332

Administrative expenses

2,306,111

3,762,964

2,771,413

4,243,296

(121,499

)

(117,576

)

Other operating income

4

264,000

265,124

OPERATING PROFIT

6

142,501

147,548

Interest receivable and similar income

524,564

894,713

667,065

1,042,261

Interest payable and similar expenses

7

91,482

96,740

PROFIT BEFORE TAXATION

575,583

945,521

Tax on profit

8

227,995

278,590

PROFIT FOR THE FINANCIAL YEAR

347,588

666,931

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

347,588

666,931

FIXED ASSETS

Tangible assets

9

3,759,383

4,090,244

Investments

10

-

-

3,759,383

4,090,244

CURRENT ASSETS

Stocks

11

5,515,127

5,312,664

Debtors

12

15,124,773

13,315,190

Cash at bank and in hand

17,003,715

13,905,779

37,643,615

32,533,633

CREDITORS

Amounts falling due within one year

13

7,534,708

2,861,328

NET CURRENT ASSETS

30,108,907

29,672,305

TOTAL ASSETS LESS CURRENT LIABILITIES

33,868,290

33,762,549

CREDITORS

Amounts falling due after more than one year

14

(600,838

)

(842,685

)

PROVISIONS FOR LIABILITIES

17

(401,230

)

(401,230

)

NET ASSETS

32,866,222

32,518,634

CAPITAL AND RESERVES

Called up share capital

18

126,000

126,000

Retained earnings

32,740,222

32,392,634

SHAREHOLDERS' FUNDS

32,866,222

32,518,634

The financial statements were approved by the Board of Directors and authorised for issue on 24 July 2026 and were signed on its behalf by:

J P W Roe - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

126,000

31,725,703

31,851,703

Changes in equity

Total comprehensive income

-

666,931

666,931

Balance at 31 December 2024

126,000

32,392,634

32,518,634

Changes in equity

Total comprehensive income

-

347,588

347,588

Balance at 31 December 2025

126,000

32,740,222

32,866,222

Cash flows from operating activities

Cash generated from operations

1

(717,843

)

(2,661,659

)

Interest paid

-

(10,449

)

Interest element of hire purchase payments paid

(91,482

)

(86,291

)

Tax paid

(300,001

)

(800,474

)

Net cash from operating activities

(1,109,326

)

(3,558,873

)

Cash flows from investing activities

Purchase of tangible fixed assets

(290,262

)

(923,523

)

Sale of tangible fixed assets

39,174

148,750

Interest received

524,564

894,713

Net cash from investing activities

273,476

119,940

Cash flows from financing activities

Related party loan movement

4,107,068

(2,336,126

)

Capital repayments in year

(181,982

)

483,056

Amount introduced by directors

8,700

3,600

Net cash from financing activities

3,933,786

(1,849,470

)

Increase/(decrease) in cash and cash equivalents

3,097,936

(5,288,403

)

Cash and cash equivalents at beginning of year

2

13,905,779

19,194,182

Cash and cash equivalents at end of year

2

17,003,715

13,905,779

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

2025

2024

£

£

Profit before taxation

575,583

945,521

Depreciation charges

576,075

579,713

Loss/(profit) on disposal of fixed assets

5,874

(81,935

)

Finance costs

91,482

96,740

Finance income

(524,564

)

(894,713

)

724,450

645,326

(Increase)/decrease in stocks

(202,463

)

997,178

Increase in trade and other debtors

(1,877,947

)

(1,896,476

)

Increase/(decrease) in trade and other creditors

638,117

(2,407,687

)

Cash generated from operations

(717,843

)

(2,661,659

)

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

17,003,715

13,905,779

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

13,905,779

19,194,182

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

13,905,779

3,097,936

17,003,715

13,905,779

3,097,936

17,003,715

Debt

Finance leases

(1,148,534

)

181,982

(966,552

)

(1,148,534

)

181,982

(966,552

)

Total

12,757,245

3,279,918

16,037,163

1.	STATUTORY INFORMATION

Roe Bros. & Co Ltd. 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.

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.

Critical accounting judgements and key sources of estimation uncertainty

In the process of applying its accounting policies, the company is required to make certain estimates, judgments and assumptions that it believes are reasonable based on the information available. These judgments, estimates and assumptions affect the amounts of assets and liabilities at the date of the financial statements and the amounts of revenues and expenses recognised during the reporting periods presented.

On an ongoing basis, the company evaluates its estimates using historical experience, consultation with experts and other methods considered reasonable in the particular circumstances. Actual results may differ significantly from the estimates, the effect of which is recognised in the period in which the facts that give rise to the revision become known.

Management has made judgment over the following accounting policies:

-

The estimated useful economic lives of tangible fixed assets; and

-

Stock deterioration provisions which are calculated by management based on their ongoing review of stock quality and scrap amounts

Turnover

Turnover represents net invoiced sales of goods, excluding value added tax.

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

Turnover is recognised on the despatch of the goods ordered.

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight line method and reducing balance basis.

The estimated useful lives range as follows:

Buildings

2% on cost

Improvements to property

20% on cost

Plant and machinery

6.5% on cost

Office equipment

15% reducing balance

Motor vehicles

33% reducing balance

Computer equipment

33% on cost

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are

recognised in profit or loss.

Stocks

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

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference

between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.

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 that have been enacted or substantively enacted by the balance sheet date.

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 for the year are charged in the profit and loss account.

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the

obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

Consolidation

Under section 405 of the Companies Act 2006, the company does not need to prepare consolidated accounts on the grounds that the results of the subsidiary companies of the group are immaterial, and consist solely of inter-group transactions which would be eliminated on consolidation. As such the financial statements only refer to Roe Bros & Co Ltd.

3.

TURNOVER

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

An analysis of turnover by class of business is given below:

2025

2024

£

£

Sale of goods

27,719,034

32,810,812

27,719,034

32,810,812

An analysis of turnover by geographical market is given below:

2025

2024

£

£

United Kingdom

27,719,034

32,810,812

27,719,034

32,810,812

4.	OTHER OPERATING INCOME

2025

2024

£

£

Management fees

264,000

265,124

5.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

3,015,934

4,141,381

Social security costs

391,315

476,414

Other pension costs

70,707

72,115

3,477,956

4,689,910

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

2025

2024

Warehouse

54

57

Sales, distribution and administration

18

18

72

75

Termination benefits totalling £77,337 were paid to a director during the year.

2025

2024

£

£

Directors' remuneration

419,807

1,021,212

Directors' pension contributions to money purchase schemes

10,000

-

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

Money purchase schemes

1

1

Information regarding the highest paid director is as follows:

2025

2024

£

£

Emoluments etc

110,250

175,000

Pension contributions to money purchase schemes

10,000

-

6.	OPERATING PROFIT

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

2025

2024

£

£

Hire of plant and machinery

40,931

30,722

Depreciation - owned assets

576,075

579,714

Loss/(profit) on disposal of fixed assets

5,874

(81,935

)

Auditors' remuneration

21,695

17,916

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bank interest

-

4

Interest on overdue tax

-

10,445

Hire purchase

91,482

86,291

91,482

96,740

8.

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

227,995

124,679

Deferred tax

-

153,911

Tax on profit

227,995

278,590

UK corporation tax was charged at 25%) in 2024.

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:

2025

2024

£

£

Profit before tax

575,583

945,521

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

143,896

236,380

Effects of:

Expenses not deductible for tax purposes

2,897

2,121

Capital allowances in excess of depreciation

-

(93,339

)

Depreciation in excess of capital allowances

79,733

-

Loss/ (Profit) of disposal of fixed assets

1,469

(20,483

)

Deferred tax

-

153,911

Total tax charge

227,995

278,590