REGISTERED NUMBER: 13500556 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2025

for

Central Roofing Topco Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Statement of Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

Directors:

J Broady

N Petrusic

R Rigby

Registered office:

Central Park

Holmer Road

Hereford

HR4 9BP

Registered number:

13500556 (England and Wales)

Auditors:

Acre Accountancy Limited

Statutory Auditor

Certified Accountants

Unit 2 Foley Works

Foley Trading Estate

Hereford

Herefordshire

HR1 2SF

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

Review of business

These consolidated financial statement's present the consolidated financial information of the group formed on 29 December 2021 by the acquisition of the Central Roofing Group of companies.

The key performance indicators are considered to be those that communicate the financial performance and strength of the group being turnover, gross profit margin, EBITDA and working capital ratios.

Group turnover for the year was £47.6m (31 December 2024: £44.5m) and the gross profit margin was 35.2% (31 December 2024: 33.8%). The Group EBITDA was £6.37m (31 December 2024: £6.8m) After depreciation, amortisation, interest and tax, the Group's net loss for the period was £0.3m (31 December 2024: £0.9m) arising principally due to the amortisation of goodwill arising on consolidation which is being charged to the profit and loss over a revised 7 year period. Group shareholders' funds therefore stood at £2.2m (31 December 2024: £4.2m) at the end of the period. The Group's current ratio was 1.7 at 31 December 2025 (31 December 2024: 2.2) and debtor days were 54.9 (31 December 2024: 51.2).

The Group's profit and loss, balance sheet and cash flow are all monitored monthly through the year by comparison to budget and prior performance.

Despite challenging macro-economic conditions, as a board we are satisfied with the performance of the Group for the year.

Principal risks and uncertainties

The risks facing the Group are assessed on an ongoing basis. The directors evaluate the likelihood and potential impact for each of the risks and ensure appropriate action is taken to mitigate it.

A number of key risks such as credit and cash flow management, liquidity, health and safety and regulatory compliance come under the direct control of the directors.

Future developments

There are a number of exciting areas of opportunity that can help to increase the growth of the business including new branches, growth with existing client base, and working on maintenance agreements with clients close to branches. Implementing growth plans will be a key duty for the Central Group sales team. We believe we are strongly positioned to proceed with our growth plan.

On behalf of the board:

R Rigby - Director

3 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 a holding company. The principal activity of the trading subsidiaries in the group that it heads is that of roofing and building services.

Dividends

Interim dividends per share were paid as follows:

£5

- 23 April 2025

£12

- 17 October 2025

£17

The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 31 December 2025 will be £ 1,700,000 .

Directors

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

J Broady

N Petrusic

R Rigby

Political donations and expenditure

No political donations were made in the year.

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.

Auditors

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

On behalf of the board:

R Rigby - Director

3 June 2026

Opinion

We have audited the financial statements of Central Roofing Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Statement of 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 loss 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:

We enquired with management about the legal framework that the company operates in. We also enquired about the risk of fraud and whether they were aware of any instances of fraud.

We communicated the outcome of this risk assessment with the audit team and planned our audit work accordingly. Our work in these areas is limited to analytical procedures and inspection of relevant documentation. Where a breach of operational regulations is not disclosed to us, or it is not evident from documentation that we receive during the audit, an audit will not detect that breach.

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.

Russell Spencer (Senior Statutory Auditor)

for and on behalf of Acre Accountancy Limited

Statutory Auditor

Certified Accountants

Unit 2 Foley Works

Foley Trading Estate

Hereford

Herefordshire

HR1 2SF

3 June 2026

TURNOVER

47,595,635

44,598,372

Cost of sales

(30,804,298

)

(29,488,524

)

GROSS PROFIT

16,791,337

15,109,848

Administrative expenses

(14,360,302

)

(13,033,364

)

OPERATING PROFIT

4

2,431,035

2,076,484

Interest receivable and similar income

310,007

231,275

2,741,042

2,307,759

Interest payable and similar expenses

5

(1,867,177

)

(2,022,338

)

PROFIT BEFORE TAXATION

873,865

285,421

Tax on profit

6

(1,142,585

)

(1,174,376

)

LOSS FOR THE FINANCIAL YEAR

(268,720

)

(888,955

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(268,720

)

(888,955

)

Loss attributable to:

Owners of the parent

(268,720

)

(888,955

)

Total comprehensive income attributable to:

Owners of the parent

(268,720

)

(888,955

)

FIXED ASSETS

Intangible assets

9

5,050,040

8,657,212

Tangible assets

10

2,235,700

2,055,270

Investments

11

-

-

7,285,740

10,712,482

CURRENT ASSETS

Stocks

12

93,661

87,345

Debtors

13

9,248,060

8,788,662

Cash at bank and in hand

11,720,724

8,239,696

21,062,445

17,115,703

CREDITORS

Amounts falling due within one year

14

(12,405,889

)

(7,639,355

)

NET CURRENT ASSETS

8,656,556

9,476,348

TOTAL ASSETS LESS CURRENT LIABILITIES

15,942,296

20,188,830

CREDITORS

Amounts falling due after more than one year

15

(13,378,670

)

(15,700,407

)

PROVISIONS FOR LIABILITIES

19

(329,789

)

(285,866

)

NET ASSETS

2,233,837

4,202,557

CAPITAL AND RESERVES

Called up share capital

20

100,000

100,000

Share premium

21

10,375,978

10,375,978

Retained earnings

21

(8,242,141

)

(6,273,421

)

SHAREHOLDERS' FUNDS

2,233,837

4,202,557

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:

R Rigby - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

1

1

1

1

CURRENT ASSETS

Debtors

13

15,863,601

14,713,601

CREDITORS

Amounts falling due within one year

14

(5,387,624

)

(4,237,624

)

NET CURRENT ASSETS

10,475,977

10,475,977

TOTAL ASSETS LESS CURRENT LIABILITIES

10,475,978

10,475,978

CAPITAL AND RESERVES

Called up share capital

20

100,000

100,000

Share premium

21

10,375,978

10,375,978

SHAREHOLDERS' FUNDS

10,475,978

10,475,978

Company's profit for the financial year

1,700,000

350,000

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:

R Rigby - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2024

100,000

(5,034,466

)

10,375,978

5,441,512

Changes in equity

Dividends

-

(350,000

)

-

(350,000

)

Total comprehensive income

-

(888,955

)

-

(888,955

)

Balance at 31 December 2024

100,000

(6,273,421

)

10,375,978

4,202,557

Changes in equity

Dividends

-

(1,700,000

)

-

(1,700,000

)

Total comprehensive income

-

(268,720

)

-

(268,720

)

Balance at 31 December 2025

100,000

(8,242,141

)

10,375,978

2,233,837

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2024

100,000

-

10,375,978

10,475,978

Changes in equity

Dividends

-

(350,000

)

-

(350,000

)

Total comprehensive income

-

350,000

-

350,000

Balance at 31 December 2024

100,000

-

10,375,978

10,475,978

Changes in equity

Dividends

-

(1,700,000

)

-

(1,700,000

)

Total comprehensive income

-

1,700,000

-

1,700,000

Balance at 31 December 2025

100,000

-

10,375,978

10,475,978

Cash flows from operating activities

Cash generated from operations

1

9,824,780

7,226,499

Interest paid

(1,717,177

)

(1,872,338

)

Finance costs paid

(150,000

)

(150,000

)

Tax paid

(1,264,190

)

(1,277,842

)

Net cash from operating activities

6,693,413

3,926,319

Cash flows from investing activities

Purchase of tangible fixed assets

(544,861

)

(693,020

)

Sale of tangible fixed assets

28,549

30,529

Interest received

310,007

231,275

Net cash from investing activities

(206,305

)

(431,216

)

Cash flows from financing activities

New loans in year

929,778

852,599

Loan repayments in year

(2,231,428

)

(1,095,770

)

Amount introduced by directors

228

1,033

Amount withdrawn by directors

(4,658

)

(28

)

Equity dividends paid

(1,700,000

)

(350,000

)

Net cash from financing activities

(3,006,080

)

(592,166

)

Increase in cash and cash equivalents

3,481,028

2,902,937

Cash and cash equivalents at beginning of year

2

8,239,696

5,336,759

Cash and cash equivalents at end of year

2

11,720,724

8,239,696

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

2025

2024

£

£

Profit before taxation

873,865

285,421

Depreciation charges

3,945,849

4,692,953

(Profit)/loss on disposal of fixed assets

(2,797

)

5,531

Finance costs

1,867,177

2,022,338

Finance income

(310,007

)

(231,275

)

6,374,087

6,774,968

(Increase)/decrease in stocks

(6,316

)

23,794

(Increase)/decrease in trade and other debtors

(454,968

)

98,131

Increase in trade and other creditors

3,911,977

329,606

Cash generated from operations

9,824,780

7,226,499

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

11,720,724

8,239,696

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

8,239,696

5,336,759

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank and in hand

8,239,696

3,481,028

11,720,724

8,239,696

3,481,028

11,720,724

Debt

Debts falling due within 1 year

(1,157,685

)

(1,020,086

)

(2,177,771

)

Debts falling due after 1 year

(15,700,407

)

2,321,737

(13,378,670

)

(16,858,092

)

1,301,651

(15,556,441

)

Total

(8,618,396

)

4,782,679

(3,835,717

)

1.	STATUTORY INFORMATION

Central Roofing Topco 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.

Going concern

In preparing these financial statements, the directors' confirm that they consider the group has sufficient resources to continue operating as a going concern for the foreseeable future - i.e. a period of at least twelve months from the date of approval of these financial statements.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the company and all group undertakings. These are adjusted, where appropriate, to conform to group accounting policies. Acquisitions are accounted for under the acquisition method and goodwill on consolidation is capitalised and written off over 7 years from the year of acquisition. The results of companies acquired or disposed of are included in the group profit and loss account after or up to the date that control passes respectively.

Related party exemption

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

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Significant judgements and estimates

The preparation of financial statements requires the use of certain accounting estimates. It also requires the Directors to exercise judgement in applying the company's accounting policies. The areas requiring a higher degree of judgement, or complexity, and areas where assumptions or estimates are most significant to the financial statements are disclosed below:

Long-term contract work in progress

In respect of long term contracts, profit is only recognised when the contracts outcome can be assessed with reasonable certainty. Long terms contracts are assessed on a contract by contract basis and reflected in the profit and loss account by recording turnover and related costs as the contract progresses. The stage of completion of the contract is assessed by comparing the cost of work completed at the financial year end with the total anticipated cost of the contract.

Turnover

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

In the case of long-term contracts, credit is taken appropriate to the stage of completion when the outcome of the contract can be ascertained with reasonable certainty. The stage of completion is calculated monthly based on completed works/materials on site confirmed by the quantity surveyor.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2021, was being amortised on a straight line basis over its estimated useful life of five years. Following a review in September the directors now consider the useful life to be 7 years and have amortised on a straight line basis over the revised remaining useful life.

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.

Freehold property

-

at varying rates on cost

Long leasehold

-

in accordance with the property

Plant and machinery

-

20% on cost and 10% on cost

Fixtures and fittings

-

20% on cost and 10% on cost

Motor vehicles

-

25% on cost and Straight line over 7 years

Computer equipment

-

33% on cost

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 deals only in basic financial instruments, which are accounted for in accordance with section 11 of FRS102.

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 entity after deducting all of its financial liabilities.

Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classified as financial liabilities.Financial liabilities are presented as such in the balance sheet. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.

Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then it is classed as and as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.

Fixed asset investments

Investments in group undertakings are initially recognised at cost. Transaction fees directly attributable to acquisition are included in the cost of the investment. The carrying value of investments is reviewed each balance sheet date for evidence of any impairment.

Listed investments held as fixed assets are shown at market value.

Debtors and creditors receivable/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 from impairment are recognised in the profit and loss account in other administrative expenses.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Hire purchase and leasing commitments

Assets acquired under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as as liability.

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 in which they relate.

3.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

8,730,870

7,925,767

Social security costs

1,029,710

772,260

Other pension costs

383,645

337,343

10,144,225

9,035,370

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

2025

2024

Office

84

83

Operatives

93

82

177

165