TROWBRIDGE TOPCO LIMITED
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Cash
£1.5M
-37.7% vs 2023
Net assets
-£55M
-105.4% vs 2023
Employees
567
+6.4% vs 2023
Profit before tax
-£30M
-111.7% vs 2023
Watchouts
Facts from the Companies House register and the latest accounts — not a rating
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Material uncertainty over going concern
These events or conditions as noted above indicate that there is a material uncertainty that may cast significant doubt on the Group's and Company's ability to continue as a going concern. However, as the largest specialist Schoolwear provider in the UK the Directors remain confident that the Group is well placed to navigate this legislative change and the forecasts demonstrate that the Group is expected to generate EBITDA and positive operating cash through to 31 December 2026 and 2027. Furthermore, the forecasts indicate that the Group has sufficient headroom against its financing facilities to meet its obligations as they fall due for a period of at least 12 months from the date of approval of these financial statements. On this basis, the Directors are satisfied that the Group has adequate resources to continue as a going concern. The Group also retains the strong support of its majority shareholders and its lenders as illustrated by the extension of its 'A' Term Loan from October 2026 to October 2027.
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Going-concern uncertainty disclosed
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Negative shareholders' funds
Net assets
2-year trend · vs Industrials median
Accounts
2-year trend · Δ = latest vs prior filed period · latest reflected 2024-12-31
| Metric | Trend | 2023-12-31 | 2024-12-31 | Δ vs prior |
|---|---|---|---|---|
| Turnover | £73,482,779 | £68,480,390 | -6.8% | |
| Operating profit | -£5,089,768 | -£20,148,460 | -295.9% | |
| Profit before tax | -£14,052,714 | -£29,742,729 | -111.7% | |
| Net profit | -£13,958,440 | -£28,445,451 | -103.8% | |
| Cash | £2,414,042 | £1,504,399 | -37.7% | |
| Total assets less current liabilities | £56,725,335 | £32,214,279 | -43.2% | |
| Net assets | -£26,665,536 | -£54,767,084 | -105.4% | |
| Equity | -£26,665,536 | — | — | |
| Average employees | 533 | 567 | +6.4% | |
| Wages | £14,879,223 | £14,689,987 | -1.3% | |
| Directors' remuneration | £797,905 | £1,246,879 | +56.3% |
Values shown as filed in the company's annual accounts. — indicates the figure wasn't present under that line item in that period. The Δ column is the change from the prior filed period as a percentage of |prior|; lines a company doesn't report show —. About these numbers
Ratios
Computed from the line items above — sparklines read oldest → newest
| Ratio | Trend | 2023-12-31 | 2024-12-31 |
|---|---|---|---|
| Operating margin | -6.9% | -29.4% | |
| Net margin | -19.0% | -41.5% | |
| Return on capital employed | -9.0% | -62.5% | |
| Gearing (liabilities / total assets) | 135.8% | 212.7% | |
| Current ratio | 1.90x | 1.79x | |
| Interest cover | -0.57x | -2.10x |
Margins divide P&L lines by turnover. Gearing is liabilities over total assets. Current ratio is current assets over creditors falling due within one year. Interest cover is operating profit over absolute finance costs. Sector-distribution context coming next.
Audit & accounting basis
- Accounting basis
- FRS 102
- Reporting scope
- Consolidated group
- Auditor
- RSM UK Audit LLP
- Audit opinion
- Unqualified (clean)
- Going concern
- Material uncertainty disclosed
“These events or conditions as noted above indicate that there is a material uncertainty that may cast significant doubt on the Group's and Company's ability to continue as a going concern. However, as the largest specialist Schoolwear provider in the UK the Directors remain confident that the Group is well placed to navigate this legislative change and the forecasts demonstrate that the Group is expected to generate EBITDA and positive operating cash through to 31 December 2026 and 2027. Furthermore, the forecasts indicate that the Group has sufficient headroom against its financing facilities to meet its obligations as they fall due for a period of at least 12 months from the date of approval of these financial statements. On this basis, the Directors are satisfied that the Group has adequate resources to continue as a going concern. The Group also retains the strong support of its majority shareholders and its lenders as illustrated by the extension of its 'A' Term Loan from October 2026 to October 2027.”
Group structure
- TROWBRIDGE TOPCO LIMITED · parent
- Trowbridge Holdco Limited 100%
- Trowbridge Midco Limited 100%
- Trowbridge Bidco Limited 100%
- Roman Group Topco Limited 100%
- Roman Bidco Limited 100%
- Banner Limited 100%
- Blue Max Limited 100%
- Stag Knitwear Company Limited 100%
- Sportswear International Limited 100%
- Orion Schoolwear Limited 100%
- Orion Teamwear Limited 100%
- William Turner & Son (Stockport) Limited 100%
- William Turner (Shanghai) Import and Export Co. Ltd 100%
- Tie Club Limited 100%
- Blue Max Group Limited 100%
- Banner (North) Limited 100%
- Banner Holdings Limited 100%
- Blue Max Banner Limited 100%
- F.R. Monkhouse Limited 100%
- Early Years Schoolwear Limited 100%
- Gridline Enterprises Limited 100%
- Forrester Sports Limited 100%
- Peak Sports Limited 100%
- Initially Yours Embroiderers Limited 100%
- Total Promotions Limited 100%
- John McHugh (Stretford) Limited 100%
- Sussex Uniforms Limited 100%
- Elite Uniforms Limited 100%
- S. Simmonds & Son Limited 100%
Significant events
- “Shipping disruptions from attacks in the Red Sea meant longer lead times and higher costs for freight, placing pressure on sales and profitability.”
- “Goodwill was written down by £15.8m in addition to the amortisation of intangibles by a further £6.4m, leading to a reporting operating loss after impairment of £20.1m.”
- “Investment was made in IT & digital platforms, developing Retail and Wholesale websites to further improve customer experience.”
- “The Group achieved B Corp status in 2023 and continued to build on this in 2024 with an increase in eco product transition from 75% to 81%.”
- “The Banner Foundation, a registered charity, was launched in 2023, and first donations to Children's charities were made in 2024.”
- “The Child Well Being Bill, placing a cap on the number of uniform items Schools can mandate as compulsory, is set to be implemented in 2026, potentially impacting sales volumes and profitability.”
Auditor, going-concern and subsidiary information is drawn from the narrative of the latest annual accounts. About these numbers
People
4 active · 5 resigned
| Name | Role | Appointed | Born | Nationality |
|---|---|---|---|---|
| BLACKMAN, Heather Frances | Director | 2024-04-15 | Feb 1963 | British |
| FREELAND, Bruce Royston | Director | 2021-10-27 | Jan 1967 | British |
| LEWIS, Paul | Director | 2024-06-03 | Feb 1974 | British |
| MORLEY, Octavia Kate | Director | 2022-03-02 | Apr 1968 | British |
Show 5 resigned officers
| Name | Role | Appointed | Resigned |
|---|---|---|---|
| DINNEN, Sean Michael, Mr. | Director | 2021-10-27 | 2026-02-03 |
| HEWLETT, Harry Richard | Director | 2021-10-13 | 2025-03-14 |
| LEECH, Glenn Peter | Director | 2021-10-27 | 2025-03-14 |
| MONKHOUSE, Peter John Robert, Mr. | Director | 2021-10-27 | 2024-04-10 |
| WEBB, Ian John | Director | 2021-10-27 | 2024-02-28 |
Ownership
Persons with significant control
| Name | Kind | Nature of control | Notified | Status |
|---|---|---|---|---|
| Cbpe Capital Llp | Corporate entity | Voting 75–100%, Appoints directors, Significant influence (as firm) | 2021-10-27 | Active |
| Cbpe Capital X Gp Llp | Corporate entity | Shares 75–100%, Significant influence (as firm) | 2021-10-27 | Active |
| Cbpe Nominees Limited | Corporate entity | Shares 75–100%, Voting 75–100%, Appoints directors | 2021-10-13 | Ceased 2021-10-27 |
Filing timeline
Last 20 of 36 total filings
Material constitutional events — rename, articles re-file, resolution
- 2023-01-23 MA Memorandum articles
- 2023-01-20 RESOLUTIONS Resolution
- 2023-01-19 CC04 Statement of companys objects
| Date | Type | Category | Description | |
|---|---|---|---|---|
| 2026-02-05 | TM01 | officers | Termination director company with name termination date | |
| 2026-01-03 | AA | accounts | Accounts with accounts type group | |
| 2025-10-15 | CS01 | confirmation-statement | Confirmation statement with updates | |
| 2025-03-14 | TM01 | officers | Termination director company with name termination date | |
| 2025-03-14 | TM01 | officers | Termination director company with name termination date | |
| 2024-10-15 | CS01 | confirmation-statement | Confirmation statement with updates | |
| 2024-06-11 | AA | accounts | Accounts with accounts type group | |
| 2024-06-10 | AP01 | officers | Appoint person director company with name date | |
| 2024-04-24 | AP01 | officers | Appoint person director company with name date | |
| 2024-04-24 | TM01 | officers | Termination director company with name termination date | |
| 2024-03-01 | TM01 | officers | Termination director company with name termination date | |
| 2023-10-16 | CS01 | confirmation-statement | Confirmation statement with updates | |
| 2023-08-16 | AA | accounts | Accounts with accounts type group | |
| 2023-06-14 | AAMD | accounts | Accounts amended with accounts type group | |
| 2023-01-23 | MA | incorporation | Memorandum articles | |
| 2023-01-20 | RESOLUTIONS | resolution | Resolution | |
| 2023-01-19 | CC04 | change-of-constitution | Statement of companys objects | |
| 2022-10-20 | AA | accounts | Accounts with accounts type group | |
| 2022-10-12 | CS01 | confirmation-statement | Confirmation statement with updates | |
| 2022-03-10 | AP01 | officers | Appoint person director company with name date |
Public-record activity
Raw counts from Companies House — last 12–24 months
- Filings
- 3
- Capital events
- 0
- Officers appointed
- 0
- Officers resigned
- 1
last 12 months
last 24 months
last 12 months
last 12 months
Direct counts from the register. No score, no rating — see the Filing timeline for the underlying events.