REGISTERED NUMBER: 11695988 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2025

FOR

BTE HOLDINGS LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Income Statement

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

DIRECTORS:

B T Elliott

Miss R L Bryson

REGISTERED OFFICE:

85 Ashby Road

Markfield

Leicester

LE67 9UA

REGISTERED NUMBER:

11695988 (England and Wales)

AUDITORS:

HB&O Ltd

Chartered Accountants and Statutory Auditors

Seven Stars House

1 Wheler Road

Coventry

CV3 4LB

The directors present their strategic report for the year ended 28 February 2025.

REVIEW OF BUSINESS

As part of a wider group reorgnisation during the year, the company ceased to be an intermediate holding company within the group and is now a fellow subsidiary of its former subsidiary undertaking, B.T.E. Plant Sales Limited.

As part of the reorgnisation, the company made a solvency statement on 20 February 2025 and effected a reduction in capital, with a view that the company is wound up within 12 months of this statement.

As such, the financial statements have not been prepared under the going concern basis.

PRINCIPAL RISKS AND UNCERTAINTIES

The key risks and uncertainties affecting the group are considered to relate to the demand for products from the construction industry and competition from overseas suppliers. The company and wider group is well positioned to manage these risks due to a strong supply chain, capable workforce and management team, alongside solid reserves.

FUTURE DEVELOPMENTS

As noted in the review of business, it is the intention of the directors to wind up the company within 12 months.

SECTION 172(1) STATEMENT

Each director of the company continues to be mindful of their statutory duty to promote the success of the company for the benefit of the members as a whole, and in doing so having regard (amongst other matters) to those factors set out in section 172(1)(a)-(f) of the Companies Act 2006.

Collectively, the board recognises how having regard to these and other relevant factors and stakeholder groups in their decision-making, contributes to the success of the company. Depending on the matter in question, the relevance of different stakeholder interests and other factors will inevitably vary and the board may have to make difficult decisions based on competing priorities which means that it may not always be possible to provide a favourable outcome for all stakeholders.

STREAMLINED ENERGY AND CARBON REPORTING

The company has used HM Governmental Environmental Reporting Guidelines including Streamlined Energy and Reporting guidance.

Energy source

Consumption

Scope

Conversion rate

Emissions calculator

Gas

241,910 kWh

Scope 1

0.18253

44,156kg CO2e

Diesel

38,578 litres

Scope 1

2.47960

95,658kg CO2e

Petrol

3,250 litres

Scope 1

2.07047

6,729kg CO2e

Electricity

154,186 kWh

Scope 2

0.207050

31,924kg CO2e

Total Scope 1 and 2 Gross emissions (all location based)

178,467kg CO2e

Equivalent expressed as tonnes of CO2e (tCO2)

178.467 tCO2e

Carbon intensity ratio (tCO2e per £m turnover)

3.215 tCO2e

Energy consumption used to calculate the above emissions (kWh)

420,133

The comparative date for the year ended 28 February 2024 was as follows:-

Energy source

Consumption

Scope

Conversion rate

Emissions calculator

Gas

273,753 kWh

Scope 1

0.18256

49,967kg CO2e

Diesel

65,848 litres

Scope 1

2.47887

163,229kg CO2e

Petrol

3,211 litres

Scope 1

2.08354

6,690kg CO2e

Electricity

126.370kWh

Scope 2

0.207074

26,168kg CO2e

Total Scope 1 and 2 Gross emissions (all location based)

246,063kg CO2e

Equivalent expressed as tonnes of CO2e (tCO2)

246.063 tCO2e

Carbon intensity ratio (tCO2e per £m turnover)

4.014 tCO2e

Energy consumption used to calculate the above emissions (kWh)

440,110

The company will seek to reduce consumption in future years through transition to Electric vehicles and the use of smart meters, amongst other strategies.

ON BEHALF OF THE BOARD:

Miss R L Bryson - Director

28 August 2025

The directors present their report with the financial statements of the company for the year ended 28 February 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of an intermediate holding company for a group whose main activity is the sale of new and used plant, including spares.

DIVIDENDS

Dividends per share were paid as follows on 28 February 2025:

Class

2025

2024

Amount per share

Amount per share

£

£

Ordinary 'A' shares

195,765

17,500

The directors recommend that no final dividends be paid.

The total distribution of dividends for the year ended 28 February 2025 will be £15,661,223 (2024: £1,400,000).

£13,930,000 of the dividend in 2025 is a dividend in specie.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 March 2024 to the date of this report.

B T Elliott

Miss R L Bryson

FINANCIAL INSTRUMENTS

Objectives and policies

The financial risk management objectives and policies of the group and company include policies to manage its interest rate, credit and liquidity risk. The use of financial instruments to manage these risks is summarised below.

Interest rate risk

The group and company have bank loans as well as significant cash balances. The general policy is to limit its exposure to interest rate movements by placing short-term deposits on the money markets with fixed maturities of up to one month. Deposits are only placed with the company's principal bankers.

Price risk

The group and company do not have financial instruments that are exposed to price risk.

Credit risk

The group's and company's credit risk are primarily attributable to its trade debtors. The amounts presented in the balance sheet are net of allowances for doubtful debts as identified by the directors.

Liquidity risk

The group and company ensure that they have sufficient funds to meet obligations or commitments associated with their financial instruments by monitoring cashflow as part of their day to day control procedures and also, more strategically, by the use of agreed stocking loan facilities made available by certain suppliers.

ENGAGEMENT WITH EMPLOYEES

The directors seek to foster an environment in which employees can raise any issues in respect of business conduct at any time and look to ensure that any matters arising are dealt with in a transparent and fair way.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

The group and company seek to deal on a fair basis with their suppliers, customers and other stakeholders. Both directors and the wider management engage and communicate very regularly with these various stakeholders and terms of business are communicated in a transparent way.

STATEMENT OF CORPORATE GOVERNANCE ARRANGEMENTS

The directors ultimately take responsibility for the success of the group and company through setting the strategy of the group and company and providing entrepreneurial leadership, combined with regular management and review of the wider risks to the group and company, the employees and other management. Meetings are held regularly to ensure that this process is ongoing.

DISCLOSURE IN THE STRATEGIC REPORT

The group's review of business, principal risks and uncertainties and future developments are disclosed within the strategic report.

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;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	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:

Miss R L Bryson - Director

28 August 2025

Opinion

We have audited the financial statements of BTE Holdings Limited (the 'company') for the year ended 28 February 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 28 February 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

As stated in the below "Emphasis of matter" paragraph and in notes 2 and 18 of the financial statements, the company is not considered to be a going concern and the financial statements have therefore not been prepared on a going concern basis.

Emphasis of matter

In forming our opinion, we have considered the adequacy of the disclosures made in the financial statements regarding the fact that just before the year end, the directors and key management made a solvency statement with the intention to ultimately wind up the company within 12 months. The disclosures are made in notes 2 and 18 to the accounts. Our opinion is not qualified in this respect.

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 five, 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:

The audit process includes an assessment of the entity's risk environment, through enquiry of and discussion with management, including an assessment of any key laws and regulations with which the company must comply in the ordinary course of its business.

Additionally, the overall risks of irregular transactions occurring are assessed following our observations and confirmation of the design and implementation of management's controls. Whilst we are mindful of these risks, our audit focus is geared towards the risk of material misstatement in the financial statements as a whole.

As such, our procedures cannot guarantee that all transactions have been fully compliant with all relevant laws and regulations, including those regulations relating to fraud, as our procedures are not designed to detect all instances of non-compliance. By definition, the risk of our detection of non-compliance is greater where compliance with a law or regulation is removed from the events and transactions reflected in the financial statements. The risk is also greater regarding irregularities due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

Wayne Gutteridge FCA (Senior Statutory Auditor)

for and on behalf of HB&O Ltd

Chartered Accountants and Statutory Auditors

Seven Stars House

1 Wheler Road

Coventry

CV3 4LB

28 August 2025

TURNOVER

-

-

Administrative expenses

324,926

333,586

(324,926

)

(333,586

)

Other operating income

-

1,500,000

OPERATING (LOSS)/PROFIT

(324,926

)

1,166,414

Income from shares in group undertakings

450,000

1,000,000

125,074

2,166,414

Interest payable and similar expenses

4

5,855

3,789

PROFIT BEFORE TAXATION

119,219

2,162,625

Tax on profit

5

-

285,238

PROFIT FOR THE FINANCIAL YEAR

119,219

1,877,387

PROFIT FOR THE YEAR

119,219

1,877,387

OTHER COMPREHENSIVE INCOME

Reduction in share capital

6,840,400

-

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

6,840,400

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

6,959,619

1,877,387

FIXED ASSETS

Investments

7

-

13,930,000

CURRENT ASSETS

Debtors

8

83,000

3,459,541

Cash at bank

7,798

17,048

90,798

3,476,589

CREDITORS

Amounts falling due within one year

9

50,532

1,824,319

NET CURRENT ASSETS

40,266

1,652,270

TOTAL ASSETS LESS CURRENT LIABILITIES

40,266

15,582,270

CREDITORS

Amounts falling due after more than one year

10

-

6,840,400

NET ASSETS

40,266

8,741,870

CAPITAL AND RESERVES

Called up share capital

12

200

200

Share premium

13

39,800

39,800

Retained earnings

13

266

8,701,870

SHAREHOLDERS' FUNDS

40,266

8,741,870

The financial statements were approved by the Board of Directors and authorised for issue on 28 August 2025 and were signed on its behalf by:

Miss R L Bryson - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 March 2023

200

8,224,483

39,800

8,264,483

Changes in equity

Dividends

-

(1,400,000

)

-

(1,400,000

)

Total comprehensive income

-

1,877,387

-

1,877,387

Balance at 29 February 2024

200

8,701,870

39,800

8,741,870

Changes in equity

Reclassification of share

capital

6,840,400

-

-

6,840,400

Reduction in share capital

(6,840,400

)

-

-

(6,840,400

)

Dividends

-

(15,661,223

)

-

(15,661,223

)

Total comprehensive income

-

6,959,619

-

6,959,619

Balance at 28 February 2025

200

266

39,800

40,266

1.	STATUTORY INFORMATION

BTE Holdings 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 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.

The accounts have been prepared in accordance with applicable accounting standards. The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year, aside from the below on going concern.

Going concern

In February 2025 the directors and key management took the decision to effect a group reorganisation through a capital reduction. A solvency statement was made on 20 February 2025 whereby the directors stated their intentions to wind up the company within 12 months, following the discharge of any remaining liabilities.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirement of paragraph 33.7.

Preparation of consolidated financial statements

The financial statements contain information about BTE Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, BTE Group Holdings Limited, 85 Ashby Road, Markfield, Leicester, LE67 9UA.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the 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.

Share capital

Share capital is treated as an equity instrument where there is evidence of a residual interest in the assets of an entity after deducting all its liabilities. Accordingly, a financial instrument is treated as equity if:

- there is no contractual obligation to deliver cash or other financial assets or to exchange financial assets or liabilities on terms that may be unfavourable; and

- the instrument is a non-derivative that contains no contractual obligations to deliver a variable number of shares or is a derivative that will be settled only by the company exchanging a fixed amount of cash or other assets for a fixed number of the company's own equity instruments.

Where shares are issued for a value in excess of their nominal value, the resultant premium is included in a share premium account.

Preference shares, which result in fixed returns to the holder or are mandatorily redeemable on a specific date, are classified as liabilities. The dividends on these shares are recognised in the income statement as interest expense.

Financial instruments

Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment.

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the income statement.

3.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

287,533

254,833

Social security costs

37,168

33,089

324,701

287,922

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

2025

2024

Management

2

2

2025

2024

£

£

Directors' remuneration

290,673

254,833

Information regarding the highest paid director is as follows:

2025

2024

£

£

Emoluments etc

174,511

154,000

No (2024: Two) directors were remunerated elsewhere in the group. No charges or recharges are paid or payable for the services of these directors to the company.

4.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Other interest

5,855

1,789

Preference dividends

-

2,000

5,855

3,789

5.

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

-

285,238

Tax on profit

-

285,238

UK corporation tax has been charged at 25% (2024 - 25%).

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Profit before tax

119,219

2,162,625

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

29,805

540,656

Effects of:

Expenses not deductible for tax purposes

-

500

Income not taxable for tax purposes

(112,500

)

(250,000

)

Other tax adjustments

-

(5,918

)

Group relief

82,695

-

Total tax charge

-

285,238

Tax effects relating to effects of other comprehensive income

2025

Gross

Tax

Net

£

£

£

Reduction in share capital

6,840,400

-

6,840,400

During the year the UK corporation tax rate remained at 25% and is set to remain so for the foreseeable future.

6.

DIVIDENDS

2025

2024

£

£

Ordinary A shares of £1 each

Interim

15,661,223

1,400,000

7.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 March 2024

13,930,000

Transfer

(13,930,000

)

At 28 February 2025

-

NET BOOK VALUE

At 28 February 2025

-

At 29 February 2024

13,930,000

In February 2025, the company transferred ownership in its subsidiary undertakings by way of a dividend in specie for £13,930,000.

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed by group undertakings

10,000

3,459,541

Tax

73,000

-

83,000

3,459,541

.

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

-

1

Amounts owed to group undertakings

38,000

1,626,000

Tax

-

185,822

Social security and other taxes

12,532

12,063

Accruals and deferred income

-

433

50,532

1,824,319

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Preference shares (see note 11)

-

6,840,400

11.

LOANS

An analysis of the maturity of loans is given below:

2025

2024

£

£

Amounts falling due between two and five years:

Preference shares

-

6,840,400

Details of shares shown as liabilities are as follows:

Preference shares were comprised of 6,840,400 shares with a nominal value of £1 each.

On 20 February 2025 the preference shares were re-designated as Ordinary shares and subject to a capital reduction.

The shares carried the following rights:

An annual entitlement to fixed cumulative dividends of £2,000 per annum in priority to holders of other classes of shares and without the need for a directors' resolution.

First priority on the distribution of assets in the event of the sale of ordinary shares whether as a result of a change in control of the group and company or in the event of a winding up, with amounts due including the nominal value of the shares and any arrears of fixed cumulative dividends.

The preference shares carried no voting rights.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

80

Ordinary A

£1

80

80

50

Ordinary B

£1

50

50

18

Ordinary C

£1

18

18

52

Ordinary D

£1

52

52

200

200

All Ordinary A, B, C and D shares rank pari passu with respect to voting rights, the rights to distribution of dividends voted within the class and the rights to distribution from a winding up of the company.

On 20 February 2025 6,840,000 Preference shares were re-designated as Ordinary shares and then subject to a further capital reduction.