REGISTERED NUMBER: 14039552 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2025

FOR

BTE GROUP HOLDINGS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

17

DIRECTORS:

Miss R L Bryson

B T Elliott

REGISTERED OFFICE:

85 Ashby Road

Markfield

LE67 9UA

REGISTERED NUMBER:

14039552 (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 of the company and the group for the year ended 28 February 2025.

REVIEW OF BUSINESS

The company remains a holding company.

The group results for the year and its financial position as at the year ended 28 February 2025 were as follows:

A profit before taxation of £829,747 (2024: £1,368,722) was achieved.

Shareholders' funds at 28 February 2025 amounted to £1,807,252 (2024: £1,423,783).

The directors consider the state of affairs of the group and company to be satisfactory.

PRINCIPAL RISKS AND UNCERTAINTIES

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

FUTURE DEVELOPMENTS

2025 has again been a more challenging year for the group and company as demand continued to be impacted from the plentiful supply of stock throughout the sector.

Nevertheless, the group has still traded very solidly during the year and the directors remain confident that the group and company will still be profitable in the forthcoming 12 months and beyond, with growth still considered to be a key strategy.

As such, the directors believe the group and company to be a going concern and have adopted this assumption in preparing the financial statements, having considered any material uncertainties in this regard for a period of at least 12 months from the date of approval of these financial statements.

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 group 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 2023 was as follows:-

Energy source

Consumption

Scope

Conversion rate

Emissions calculator

Gas

273,753 kWh

Scope 1

0.18256

49,976kg CO2e

Diesel

65,848 litres

Scope 1

2.47887

163,229kg CO2e

Petrol

3,211 litres

Scope 1

2.08354

6,690kg CO2e

Electricity

126,370 kWh

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 group 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 and the group for the year ended 28 February 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of a holding company.

DIVIDENDS

No dividends will be distributed for the year ended 28 February 2025.

DIRECTORS

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

Miss R L Bryson

B T Elliott

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.

CHARITABLE DONATIONS AND EXPENDITURE

During the period the group made charitable donations of £65,467.

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.

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;

-	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 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 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 group'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 Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 28 February 2025 which comprise the Consolidated Income Statement, Consolidated Other 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 28 February 2025 and of the group's 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 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 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 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:

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 group and 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

3

55,516,082

61,294,138

Cost of sales

49,675,625

54,631,638

GROSS PROFIT

5,840,457

6,662,500

Administrative expenses

4,844,977

4,940,997

OPERATING PROFIT

5

995,480

1,721,503

Interest receivable and similar income

127,170

86,524

1,122,650

1,808,027

Interest payable and similar expenses

6

292,903

439,305

PROFIT BEFORE TAXATION

829,747

1,368,722

Tax on profit

7

446,278

616,764

PROFIT FOR THE FINANCIAL YEAR

383,469

751,958

Profit attributable to:

Owners of the parent

383,469

751,958

PROFIT FOR THE YEAR

383,469

751,958

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

383,469

751,958

Total comprehensive income attributable to:

Owners of the parent

383,469

751,958

FIXED ASSETS

Intangible assets

9

5,038,052

5,968,154

Tangible assets

10

1,075,458

968,717

Investments

11

-

-

6,113,510

6,936,871

CURRENT ASSETS

Stocks

12

6,116,532

10,594,098

Debtors

13

3,450,590

3,677,188

Cash at bank and in hand

3,042,393

3,945,774

12,609,515

18,217,060

CREDITORS

Amounts falling due within one year

14

13,974,984

19,940,609

NET CURRENT LIABILITIES

(1,365,469

)

(1,723,549

)

TOTAL ASSETS LESS CURRENT LIABILITIES

4,748,041

5,213,322

CREDITORS

Amounts falling due after more than one year

15

2,940,789

3,789,539

NET ASSETS

1,807,252

1,423,783

CAPITAL AND RESERVES

Called up share capital

19

142,857

142,857

Retained earnings

20

1,664,395

1,280,926

SHAREHOLDERS' FUNDS

1,807,252

1,423,783

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

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

14,133,718

14,133,718

14,133,718

14,133,718

CURRENT ASSETS

Debtors

13

38,000

1,626,000

Cash at bank

7,412

7,412

45,412

1,633,412

CREDITORS

Amounts falling due within one year

14

8,016,745

11,494,228

NET CURRENT LIABILITIES

(7,971,333

)

(9,860,816

)

TOTAL ASSETS LESS CURRENT LIABILITIES

6,162,385

4,272,902

CREDITORS

Amounts falling due after more than one year

15

2,312,872

3,106,622

NET ASSETS

3,849,513

1,166,280

CAPITAL AND RESERVES

Called up share capital

19

142,857

142,857

Retained earnings

20

3,706,656

1,023,423

SHAREHOLDERS' FUNDS

3,849,513

1,166,280

Company's profit for the financial year

2,683,233

1,012,521

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

Total

capital

earnings

equity

£

£

£

Balance at 1 March 2023

142,857

528,968

671,825

Changes in equity

Total comprehensive income

-

751,958

751,958

Balance at 29 February 2024

142,857

1,280,926

1,423,783

Changes in equity

Total comprehensive income

-

383,469

383,469

Balance at 28 February 2025

142,857

1,664,395

1,807,252

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 March 2023

142,857

10,902

153,759

Changes in equity

Total comprehensive income

-

1,012,521

1,012,521

Balance at 29 February 2024

142,857

1,023,423

1,166,280

Changes in equity

Total comprehensive income

-

2,683,233

2,683,233

Balance at 28 February 2025

142,857

3,706,656

3,849,513

Cash flows from operating activities

Cash generated from operations

1

1,734,842

1,163,686

Interest paid

(292,903

)

(439,030

)

Interest element of hire purchase payments paid

-

(275

)

Tax paid

(714,831

)

(348,324

)

Net cash from operating activities

727,108

376,057

Cash flows from investing activities

Purchase of tangible fixed assets

(293,920

)

(174,845

)

Sale of tangible fixed assets

139,750

185,600

Interest received

127,170

86,524

Net cash from investing activities

(27,000

)

97,279

Cash flows from financing activities

Loan repayments in year

(1,598,750

)

(1,848,750

)

Capital repayments in year

(4,739

)

(44,467

)

Net cash from financing activities

(1,603,489

)

(1,893,217

)

Decrease in cash and cash equivalents

(903,381

)

(1,419,881

)

Cash and cash equivalents at beginning of year

2

3,945,774

5,365,655

Cash and cash equivalents at end of year

2

3,042,393

3,945,774

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

2025

2024

£

£

Profit before taxation

829,747

1,368,722

Depreciation charges

1,097,075

1,214,465

Profit on disposal of fixed assets

(119,544

)

(116,381

)

Finance costs

292,903

439,305

Finance income

(127,170

)

(86,524

)

1,973,011

2,819,587

Decrease/(increase) in stocks

4,477,566

(743,707

)

Decrease in trade and other debtors

299,598

4,147,846

Decrease in trade and other creditors

(5,015,333

)

(5,060,040

)

Cash generated from operations

1,734,842

1,163,686

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 28 February 2025

28.2.25

1.3.24

£

£

Cash and cash equivalents

3,042,393

3,945,774

Year ended 29 February 2024

29.2.24

1.3.23

£

£

Cash and cash equivalents

3,945,774

5,365,655

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.3.24

Cash flow

At 28.2.25

£

£

£

Net cash

Cash at bank and in hand

3,945,774

(903,381

)

3,042,393

3,945,774

(903,381

)

3,042,393

Debt

Finance leases

(4,739

)

4,739

-

Debts falling due within 1 year

(848,750

)

-

(848,750

)

Debts falling due after 1 year

(3,789,539

)

848,750

(2,940,789

)

(4,643,028

)

853,489

(3,789,539

)

Total

(697,254

)

(49,892

)

(747,146

)

1.	STATUTORY INFORMATION

BTE Group 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 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.

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.

As at 28 February 2025 the group and company had net current liabilities. This is a result of the continued legacy of the group reorganisation, which took place in 2022.

The current liability position of the group has improved since 2024. In addition, the debt facilities utilised as part of the group reorganisation in 2022 have been reduced by £1.6m. Management will continue to monitor the operating cashflow position whilst reducing long term debt and are confident that both the group and company will be able to meet their debts as they fall due for the foreseeable future.

Accordingly, the group's and company's financial statements are drawn up on a going concern basis.

Basis of consolidation

The group financial statements consolidate the financial statements of BTE Group Holdings Limited and all of its subsidiary undertakings drawn up to the last day of February each year, after eliminating all intercompany balances and transactions, using the purchase method of accounting.

The company has taken advantage of the exemption contained within section 408 of the Companies Act 2006 not to present its own profit and loss account.

BTE Group Holdings Limited includes in the consolidation those subsidiary entities where control is established. Control is achieved where the group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

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 within the group.

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