CONSTRUCTION WITHOUT WALLS ANNUAL REPORT 2012

CONSTRUCTION WITHOUT WALLS ANNUAL REPORT 2012

CONSTRUCTION WITHOUT WALLS ANNUAL REPORT 2012 T H R E E COMPANY INFORMATION DIRECTORS REPORT COMPANY OVERVIEW PEOPLE AND SUSTAINABILITY FINANCIAL ACCOUNTS AND REPORTS FIVE SEVEN NINE ELEVEN THIRTEEN CONSTRUCTION WITHOUT WALLS

CONSTRUCTION WITHOUT WALLS ANNUAL REPORT 2012 F I V E COMPANY INFORMATION Directors M J E Tidd D Redfern N G Sammes Company Registration Number: 06060123 Company Secretary: H&C Business Services Limited Registered Office Vaughan Chambers Vaughan Road Harpenden Hertfordshire AL5 4EE Auditors BDO LLP Chartered Accountants Registered Auditor 55 Baker Street London W1U 7EU Accountants Hicks and Company Chartered Accountants Vaughan Chambers Vaughan Road Harpenden Hertfordshire AL5 4EE Bankers The Royal Bank of Scotland 62/63 Threadneedle Street London EC2A 8LA

CONSTRUCTION WITHOUT WALLS ANNUAL REPORT 2012 S E V E N The business has continued to grow despite the challenging global economic circumstances. DIRECTORS REPORT The business has continued to grow despite the challenging global economic circumstances and I believe we have delivered a very positive set of results for the period ending June 2012. Key metrics include: turnover increased to 31.4 million in the UK from 25.8 million for the previous 18 month accountancy period gross margins of 7.4% generating an operating profit of 204,346 4.03 million cash at bank this year compared with 4 million last year repayment of loans and interest totalling 960,000. New unsecured finance of 400,000 was also put in place on a 3-year term. Meanwhile the forward order book looks healthy, with 31 million of contracted works, and current tenders in the office at the time of writing in excess of 40 million. We continue to enjoy the full support of our bank RBS which has continuously provided a significant banking facility (though it has never been utilised). In addition, our main surety provider Euler Hermes continues to provide Bonds at competitive levels that reflect its confidence in our business. During the year we commissioned an independent audit of the business, which looked at the key indicators of our Company. Feedback included the fact that Primus is seen as a strong player in its chosen niches, and is run with the same prudency seen in other, much larger, major quoted construction industry corporate plcs. depth of our supply chain support all scored highly, as did our teamwork and business unit leadership. There are of course areas for improvement, notably in business systems, IT and communications. These comments are being taken on board, so that we can improve the performance of the company and assist staff in their working environment. Looking ahead, we believe the four Primus business units Regions, London, Interiors and Prime residential are capable of delivering revenue growth of up to 30 million each by 2016, without significant growth in administration costs. The key to our success to date has been the quality of our people, and the business will only be allowed to grow in keeping with our key principle of hand-picked people who know what they are doing. Flexibility and teamwork between the units has also been, and will remain, important, so that as we grow we continue to adhere to our business ethic of construction without walls. Therefore we believe that a sensible growth plan of 40 million next year, 60m the year after, growing to 80m and reaching 120m by 2016, is an achievable goal for the company, and its path to long-term success and stability. M J E TIDD DIRECTOR 30 NOVEMBER 2012 Our professionalism in all that we do as we strive for building excellence came through strongly in the audit. Our market sector focus, the strength of our client relationships, and the

CONSTRUCTION WITHOUT WALLS ANNUAL REPORT 2012 COMPANY OVERVIEW INTERIORS LONDON

N I N E REGIONS PRIME

CONSTRUCTION WITHOUT WALLS ANNUAL REPORT 2012 PEOPLE As mentioned last year, we have introduced a new talent pool of people into the business, by taking on undergraduates and day release trainees. It is pleasing to see these young members of the team grow and develop, and as a small organisation we are providing a broad range of experience for them. The other important aspect of our business is the people in partnership with us through our supply chain. We have spent much time rationalising this aspect of our business, and have now established a reduced but comprehensive supply chain. We are now looking at our subcontract supply chain with the intention of rationalisation, and of strengthening our relationships with those key subcontractors fundamental to our success. We have introduced a new talent pool of people into the business, by taking on undergraduates and day release trainees. It is pleasing to see these young members of the team grow and develop.

E L E V E N SUSTAINABILITY Procurement As we appoint responsible sub-contractors and suppliers, Primus are in a prime position to influence their procurement route for sustainable materials and items. This is particularly true for timber items within our industry. We insist on evidence from our suppliers and subcontractors that timber products have been responsibly sourced from a managed forest, and certificated by the Forest Stewardship Council or similar. Over the last 12 months we have actively encouraged our suppliers and sub-contractors who are not already sourcing timber responsibly, to do so. Some of our projects have required us to meet the standards of BREEAM or the Code for Sustainable Homes, with a rating of either very good or excellent. Over the last 12 months we have achieved the following standards in the projects listed: Edmonton BREEAM very good Duston BREEAM excellent Newby Place BREEAM excellent Ashley School BREEAM excellent Otley House CSH - level 3 Graham Street CSH - level 3 Elthorne Estate CSH - level 3 Waste minimisation The minimisation of waste is an area where Primus has substantial input, and extensive management experience. If current trends remain stable for the next two months (at the time of writing), then the overall company figure for 2012 will be around 94% a substantial increase on the 88% achieved in 2011. This is a consistent consideration during the construction phases of all Primus projects, and we continually discuss new ideas with our sub-contractors to improve our waste minimisation objectives. Project initiatives At our health centre project in Duston, we installed 177m2 of Photo Voltaic (solar) panels, providing 23KW at peak output. This should produce 10% of its total energy requirement. If at any time the panels generate more power than the health centre is consuming, the surplus is fed into the National Grid and the health centre is paid a feed-in tariff for the power it supplies. At Wimbledon, we are currently excavating 15 bore holes of 150mm diameter, to a depth of 120m. These will enable the installation of a 100KW ground heat recovery system to feed via heat pumps underfloor pipe work and fan coil units in the new dwelling. A similar installation was carried out at Fitzwaryn School.

40 T H I R T E E N 35 30 25 20 DIVIDENDS No dividends were paid during the period ended 30 June 2012 ( Year ended 30 June 2011 - NIL ). No final dividend is proposed for the period ended 30 June 2012. 15 10 5 0 2007 2008 2009 2010 2011 2012 FINANCIAL ACCOUNTS The Directors of Primus Build Limited ( the Company ) and its subsidiaries present highlights of our annual report on the affairs of the Group together with the audited financial statements and independent auditors report for the period ended 30 June 2012. The principal activities of the Group in the period under review was the provision of main contractor services across the range of residential, retail and commercial sectors. The Group s turnover for the period ended 30 June 2012 was 31,400,000 compared to the turnover for the year ended 30 June 2011 of 25,800,000. The Group s profit before tax was 204,346 compared to 242,524 in the previous year. Turnover per employee for the 12 month period was 603,500 compared to 555,000 for the previous year. The Directors recognise the industry continues to face a recessionary environment. At 30 June 2012 the Group had an unsecured loan of 400,000 (Year ended June 2011-1,000,000) at a fixed rate of interest of 6% for 3 years. Liquidity - at 30 June 2012 the Group had cash at Bank of 4,030,000. In addition 793,000 was received 6 July 2012 late payment from client.

CONSTRUCTION WITHOUT WALLS ANNUAL REPORT 2012 F I F T E E N FINANCIAL ACCOUNTS CREDITOR PAYMENT POLICY The Group aims to pay all its suppliers within the payment terms negotiated with each individual supplier. At 30 June 2012, the Group s payment days according to Experian Credit Rating was 39 days ( 7 days better than the industry average). CHARITABLE DONATIONS During the period the Group contributed 1,210 to charities. DIRECTORS AND THEIR INTERESTS The present members of the Board of Directors are shown on page 5. The Directors who served during the year and their respective interests in the company are stated below: CLASS OF SHARE 30/06/12 30/06/11 M J E TIDD ORDINARY A SHARES 112,500 112,500 ORDINARY B SHARES 74,250 90,000 ORDINARY C SHARES 2,500 1,250 D REDFERN ORDINARY A SHARES - - ORDINARY B SHARES 18,000 11,250 ORDINARY C SHARES 10,000 10,000 N G SAMMES ORDINARY A SHARES - - ORDINARY B SHARES 20,250 11,250 ORDINARY C SHARES 5000 5000 AUDITORS Each of the persons who is a director at the date of approval of this report confirms that: 1. So far as the director is aware, there is no relevant audit information (information needed by the company s auditors in connection with preparing their report) of which the Company s auditors are unaware; and 2. The 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 Company s auditors are aware of that information. BDO LLP have expressed their willingness to continue in office as auditors and a resolution proposing their reappointment with be put to the Annual General Meeting. In addition, a further resolution will be put to the Meeting authorising the Directors to determine the Auditors remuneration. Approved by the Board of Directors and signed on behalf of the Board. M J E TIDD DIRECTOR 30 NOVEMBER 2012

CONSTRUCTION WITHOUT WALLS ANNUAL REPORT 2012 S E V E N T E E N PRIMUS BUILD LIMITED CONSOLIDATED PROFIT AND LOSS for the period ended 30 June 2012 TURNOVER Cost of sales GROSS PROFIT Administrative Expenses OPERATING PROFIT Interest receivable and similar income Interest payable and similar charges PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION Tax charge on profit on ordinary activities PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION Profit ended 30-Jun-12 31,380,101 (29,063,025) 2,317,076 (2,112,730) 204,346 12,220 (80,195) 136,371 (29,626) 106,745 Profit ended 30-Jun-11 25,790,682 (21,966,129) 3,824,553 (3,582,029) 242,524 134 (168,530) 74,128 (15,011) 59,117

PRIMUS BUILD LIMITED CONSOLIDATED BALANCE SHEET as at 30 June 2012 FIXED ASSETS Tangible assets CURRENT ASSETS Stock Debtors Cash at bank and in hand CREDITORS Amounts falling due within one year NET CURRENT ASSETS TOTAL ASSETS LESS CURRENT LIABILITIES CREDITORS Amount falling due after more than one year PROVISIONS FOR LIABILITIES NET ASSETS CAPITAL AND RESERVES Called up share capital Share premium account Other reserves Profit and loss account SHAREHOLDERS FUND Profit ended 30-Jun-12 51,559 51,559 2,548,579 5,386,539 4,027,043 11,962,161 (10,466,146) 1,496,015 1,547,574 (400,00) (7,980) 1,139,594 24,500 685,875 1,125 428,094 1,139,594 Profit ended 30-Jun-11 36,329 36,329 639,197 6,196,409 4,000,708 10,836,314 (9,789,800) 1,046,514 1,082,843 - (3,995) 1,078,848 25,625 685,875-367,348 1,078,848 These financial statements were approved by the Board of Directors, and authorised for issue on 30 November 2012 and are signed on its behalf by: M J E TIDD DIRECTOR D REDFERN DIRECTOR

N I N E T E E N GROUP CASH FLOW STATEMENT for the period ending 30 June 2012 RECONCILIATION OF OPERATING PROFIT TO NET CASH FLOW/(OUTFLOW) FROM OPERATING ACTIVITIES Operation profit Depreciation (Increase)/decrease in stocks and work in progress (Increase) in debtors Increase/(decrease) in creditors NET CASH INFLOW/(OUTFLOW) FROM OPERATING ACTIVITIES CASH FLOW STATEMENT Net cash inflow/(outflow) from operating activities Returns on investments and servicing of finance Taxation Capital expenditure Equity dividends paid Financing INCREASE/(DECREASE) IN CASH IN THE YEAR RECONCILIATION OF NET CASH TO MOVEMENT IN NET FUNDS INCREASE/(DECREASE) IN CASH IN THE YEAR Cash outflow from decrease in debts Change in net funds resulting from cash flows Net funds brought forward Net funds carried forwards Profit ended 30-Jun-12 204,346 26,191 (1,909,380) 809,871 1,804,575 935,603 935,603 (207,976) (13,871) (41,422) 672,334-672,334 (645,999) 26,335 26,335 600,000 626,335 3,000,708 3,627,043 Profit ended 30-Jun-11 242,524 17,772 (639,197) (2,417,696) 3,661,435 864,838 864,838 (138,792) (215,876) (29,683) 480,487 (15,958) 464,529-464,529 464,529-464,529 2,536,179 3,000,708

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