REGISTERED NUMBER: 03533573 (England and Wales)

Group Strategic Report,

Report of the Director and

Consolidated Financial Statements

for the Year Ended 29 September 2024

for

B D I Group Ltd

Page

Company Information

1

Group Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

4

Consolidated Income Statement

7

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

19

DIRECTOR:

J A Elder

SECRETARY:

Dr C N P Elder

REGISTERED OFFICE:

Suite G, First Floor

Deanway Tech 2

Wilmslow Road

Handforth

Wilmslow

SK9 3FB

REGISTERED NUMBER:

03533573 (England and Wales)

AUDITORS:

SB&P

Chartered Accountants & Statutory Auditors

Oriel House

2-8 Oriel Road

Bootle

Liverpool

Merseyside

L20 7EP

The director presents his strategic report of the company and the group for the year ended 29 September 2024.

REVIEW OF BUSINESS

The Group continues to have interests in importing, utilities, financial services, and property, and is currently considering new opportunities and diversifying into other sectors.

All businesses have performed reasonably well and within expectation, and we are confident that this will continue into the future. We are also looking to build upon Preminox's recent expansion into Scotland and Europe.

The one historic exception is the Capital Life Group, which has undergone a number of changes during the year as a result of Capital Life Funeral Planning not getting authorised by the FCA. We withdrew our application as a result, we believe, of getting poor advice from a reputable and experienced legal firm that specialises in FCA matters. We have since taken advice from leading Counsel on this matter, who also concurs with our understanding and as such is very confident we have a substantial and valid claim in this regard.

Our financial advisors are now being instructed to determine the value of the business (including other group activities) at the time at which we withdrew our application to the FCA, in order to allow us to look to recover all our consequential losses and damages as a direct result of the negligent advice we believe we received from the above legal advisors, which we expect to be considerable.

PRINCIPAL RISKS AND UNCERTAINTIES

We monitor the success of new business streams closely and will also be managing the deferred consideration position regarding our financial services businesses.

The directors continually monitor risk, and manage the businesses in a risk-averse manner.

CORPORATE SOCIAL RESPONSIBILITY AND SECTION 172(1) STATEMENT

The group is aware of worldwide environment issues and contributes where it can to industry initiatives in all its trading activities, and in making environmentally-friendly choices

The group is an equal-opportunities employer and ensures that its recruitment and training processes and office environment are as free from equality issues as possible. It uses external expertise to help in this endeavour where necessary.

The directors continue to act in accordance with Section 172 of the Companies Act 2006, acting in good faith the promote the interests of the group, its members, its employees, the community, the environment, and other interested third parties where relevant, aiming to maintain high standards of governance and behaviour.

FINANCIAL SUMMARY AND KPI’S

Group turnover decreased by £5.3 m to £19.5m and post tax profits reduced by £2.8m to a loss of £0.6m

due to market conditions.

A small dividend of £39k was declared (PY = £39k).

Shareholders' funds therefore reduced by £0.6m to £14.7m (prior year growth £1.7m).

The cash and funding ability of the business remains strong.

ON BEHALF OF THE BOARD:

J A Elder - Director

29 September 2025

The director presents his report with the financial statements of the company and the group for the year ended 29 September 2024.

DIVIDENDS

No interim dividend was paid during the year. The director recommends a final dividend of 386.82 per share.

The total distribution of dividends for the year ended 29 September 2024 will be £ 38,682 .

DIRECTORS

J A Elder has held office during the whole of the period from 30 September 2023 to the date of this report.

Other changes in directors holding office are as follows:

C J M Darlaston ceased to be a director after 29 September 2024 but prior to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he 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.

ON BEHALF OF THE BOARD:

J A Elder - Director

29 September 2025

Opinion

We have audited the financial statements of B D I Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 29 September 2024 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 29 September 2024 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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 Director 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 Director 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 Director.

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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or the parent company or to cease operations, or has 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 objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud or error; and to respond appropriately to those risks. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

In identifying and assessing risk of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

- We obtained an understanding of the legal and regulatory frameworks applicable to the Company and the sector in which it operates. We determined that the following laws and regulations were most significant: the Companies Act 2006, UK employment laws and UK tax laws, together with the laws and regulations relevant to the individual subsidiary companies;

- We obtained an understanding of how the Group is complying with those legal and regulatory frameworks by making enquiries of management, reviewing any board meeting minutes, and reviewing the legal costs incurred in the year and enquiring with management as to the circumstances around these legal costs.

- We assessed the susceptibility of the Group's financial statements to materiality misstatement, including how fraud might occur. Audit procedures performed by the audit engagement team included:

- identifying the controls that management has in place to prevent and detect fraud;

-challenging assumptions and judgements made by management in its significant accounting estimates;

- auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business;

- assessing the extent of compliance with the relevant laws and regulations.

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.

Suzanne Draper FCCA ACA (Senior Statutory Auditor)

for and on behalf of SB&P

Chartered Accountants & Statutory Auditors

Oriel House

2-8 Oriel Road

Bootle

Liverpool

Merseyside

L20 7EP

29 September 2025

TURNOVER

3

19,490,799

-

19,490,799

Cost of sales

(15,646,634

)

-

(15,646,634

)

GROSS PROFIT

3,844,165

-

3,844,165

Administrative expenses

(4,956,907

)

-

(4,956,907

)

(1,112,742

)

-

(1,112,742

)

Other operating income

122,315

-

122,315

OPERATING LOSS

5

(990,427

)

-

(990,427

)

Income from interest in associated undertakings

(2,884

)

-

(2,884

)

Interest receivable and similar income

140,557

-

140,557

Interest payable and similar expenses

8

(52,571

)

-

(52,571

)

LOSS BEFORE TAXATION

(905,325

)

-

(905,325

)

Tax on loss

9

262,719

-

262,719

LOSS FOR THE FINANCIAL YEAR

(642,606

)

-

(642,606

)

Loss attributable to:

Owners of the parent

(459,696

)

Non-controlling interests

(182,910

)

(642,606

)

TURNOVER

3

23,141,546

1,650,778

24,792,324

Cost of sales

(17,762,672

)

(115,498

)

(17,878,170

)

GROSS PROFIT

5,378,874

1,535,280

6,914,154

Administrative expenses

(3,904,314

)

(572,985

)

(4,477,299

)

1,474,560

962,295

2,436,855

Other operating income

236,124

-

236,124

OPERATING PROFIT

5

1,710,684

962,295

2,672,979

Income from interest in associated undertakings

9,115

-

9,115

Interest receivable and similar income

143,375

-

143,375

Interest payable and similar expenses

8

(60,481

)

-

(60,481

)

PROFIT BEFORE TAXATION

1,802,693

962,295

2,764,988

Tax on profit

9

(407,979

)

(207,378

)

(615,357

)

PROFIT FOR THE FINANCIAL YEAR

1,394,714

754,917

2,149,631

Profit attributable to:

Owners of the parent

1,919,874

Non-controlling interests

229,757

2,149,631

There are mismatches - which must be resolved for last year - between amounts posted and amounts shown on the data screen Profit and Loss Account - Continuing and Discontinued Operations. The detail of these is shown below.

29.9.23

£

Administrative expenses - data screen

(4,477,299

)

Balance per postings

(4,475,750

)

Other operating income - data screen

236,124

Balance per postings

234,295

(LOSS)/PROFIT FOR THE YEAR

(642,606

)

2,149,351

OTHER COMPREHENSIVE INCOME

Foreign exchange translation

(54,574

)

(2,328

)

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(54,574

)

(2,328

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(697,180

)

2,147,023

Total comprehensive income attributable to:

Owners of the parent

(514,270

)

1,917,266

Non-controlling interests

(182,910

)

229,757

(697,180

)

2,147,023

FIXED ASSETS

Intangible assets

12

(15,578

)

-

Tangible assets

13

876,919

939,503

Investments

14

Interest in associate

2

162,289

Investment property

15

5,837,197

5,768,162

6,698,540

6,869,954

CURRENT ASSETS

Stocks

16

6,834,956

9,514,180

Debtors

17

4,928,748

5,123,728

Cash at bank and in hand

6,064,816

6,333,016

17,828,520

20,970,924

CREDITORS

Amounts falling due within one year

18

8,426,210

10,936,648

NET CURRENT ASSETS

9,402,310

10,034,276

TOTAL ASSETS LESS CURRENT LIABILITIES

16,100,850

16,904,230

CREDITORS

Amounts falling due after more than one year

19

(97,994

)

(97,082

)

PROVISIONS FOR LIABILITIES

22

-

(48,823

)

NET ASSETS

16,002,856

16,758,325

CAPITAL AND RESERVES

Called up share capital

23

100

99

Present value reserve

24

(115,041

)

(95,433

)

Retained earnings

24

14,855,435

15,408,387

SHAREHOLDERS' FUNDS

14,740,494

15,313,053

NON-CONTROLLING INTERESTS

1,262,362

1,445,272

TOTAL EQUITY

16,002,856

16,758,325

The financial statements were approved by the director and authorised for issue on 29 September 2025 and were signed by:

J A Elder - Director

FIXED ASSETS

Intangible assets

12

-

-

Tangible assets

13

606,893

626,118

Investments

14

536

536

Investment property

15

1,725,430

1,725,430

2,332,859

2,352,084

CURRENT ASSETS

Debtors

17

3,702,026

5,671,117

Cash at bank

5,264,155

5,542,143

8,966,181

11,213,260

CREDITORS

Amounts falling due within one year

18

1,137,292

3,481,474

NET CURRENT ASSETS

7,828,889

7,731,786

TOTAL ASSETS LESS CURRENT LIABILITIES

10,161,748

10,083,870

PROVISIONS FOR LIABILITIES

22

13,021

13,021

NET ASSETS

10,148,727

10,070,849

CAPITAL AND RESERVES

Called up share capital

23

100

100

Retained earnings

24

10,148,627

10,070,749

SHAREHOLDERS' FUNDS

10,148,727

10,070,849

Company's profit for the financial year

116,560

1,125,297

The financial statements were approved by the director and authorised for issue on 29 September 2025 and were signed by:

J A Elder - Director

Called up

Present

share

Retained

value

capital

earnings

reserve

£

£

£

Balance at 30 September 2022

100

13,275,083

316,303

Changes in equity

Issue of share capital

(1

)

-

-

Dividends

-

(39,039

)

-

Total comprehensive income

-

2,172,343

(255,077

)

Present value reserve

-

-

(156,659

)

Balance at 29 September 2023

99

15,408,387

(95,433

)

Changes in equity

Issue of share capital

1

-

-

Dividends

-

(38,682

)

-

Total comprehensive income

-

(514,270

)

-

Present value reserve

-

-

(19,608

)

Balance at 29 September 2024

100

14,855,435

(115,041

)

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 30 September 2022

13,591,486

1,457,274

15,048,760

Changes in equity

Issue of share capital

(1

)

-

(1

)

Dividends

(39,039

)

(241,759

)

(280,798

)

Total comprehensive income

1,917,266

229,757

2,147,023

Present value reserve

(156,659

)

-

(156,659

)

Balance at 29 September 2023

15,313,053

1,445,272

16,758,325

Changes in equity

Issue of share capital

1

-

1

Dividends

(38,682

)

-

(38,682

)

Total comprehensive income

(514,270

)

(182,910

)

(697,180

)

Present value reserve

(19,608

)

-

(19,608

)

Balance at 29 September 2024

14,740,494

1,262,362

16,002,856

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 30 September 2022

100

8,984,491

8,984,591

Changes in equity

Dividends

-

(39,039

)

(39,039

)

Total comprehensive income

-

1,125,297

1,125,297

Balance at 29 September 2023

100

10,070,749

10,070,849

Changes in equity

Dividends

-

(38,682

)

(38,682

)

Total comprehensive income

-

116,560

116,560

Balance at 29 September 2024

100

10,148,627

10,148,727

Cash flows from operating activities

Cash generated from operations

1

253,099

1,644,515

Interest paid

(41,450

)

(53,714

)

Interest element of hire purchase payments paid

(11,121

)

(6,767

)

Tax paid

(96,465

)

(1,192,345

)

Net cash from operating activities

104,063

391,689

Cash flows from investing activities

Purchase of tangible fixed assets

(44,500

)

(73,599

)

Purchase of investment property

(69,035

)

(171,326

)

Sale of tangible fixed assets

34,457

1,272,609

Sale of current asset investments

-

3,882

Disposal of subsidiary

-

300,000

Purchase of subsidiary

(188,721

)

-

Interest received

140,557

143,375

Dividends received

-

(21,570

)

Net cash from investing activities

(127,242

)

1,453,371

Cash flows from financing activities

Loan repayments in year

(10,000

)

(10,000

)

Capital repayments in year

(20,983

)

(55,177

)

Amount introduced by directors

2,720,689

4,195,098

Amount withdrawn by directors

(2,934,731

)

(3,906,694

)

Share issue

1

(1

)

Dividends paid to minority interests

-

(241,759

)

Net cash from financing activities

(245,024

)

(18,533

)

(Decrease)/increase in cash and cash equivalents

(268,203

)

1,826,527

Cash and cash equivalents at beginning of year

2

6,333,016

4,506,209

Cash and cash equivalents at end of year

2

6,064,816

6,333,016