REGISTERED NUMBER: 04626905 (England and Wales)

BTL Industries Limited

Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 December 2024

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

14

DIRECTORS:

Z Pistak

T Schwarz

REGISTERED OFFICE:

161 Cleveland Way

Stevenage

Hertfordshire

SG1 6BU

REGISTERED NUMBER:

04626905 (England and Wales)

AUDITORS:

Independent Auditors LLP

Chartered Accountants & Statutory

Auditor

Emstrey House North

Shrewsbury Business Park

Shrewsbury

SY2 6LG

ACCOUNTANTS:

Slaters & Co Accountants

Lymore Villa

162a London Road

Chesterton

Newcastle

Staffordshire

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

BTL Industries has become one of the world’s major manufacturers of medical and aesthetic equipment with direct offices in more than 80 countries around the world.

We have become a market leader in non-invasive treatments, the fastest-growing segment of medicine.

During the year to 31 December 2024 the company saw a reduction in demand for it's products with turnover reducing from £12.6m to £9.5m.

The turnover and operating profit matched the directors expectations.

The directors monitor gross profit margins and noted an increase this year from 38% to 53%. The company achieved this by managing its purchase prices.

PRINCIPAL RISKS AND UNCERTAINTIES

The company faces a number of ongoing risks and uncertainties as a result of worldwide economic conditions.

Competitive pressure within the UK market is a continuing risk to the company. The risk is mitigated by being flexible and responsive to the demands of our customers.

The company is a forerunner in designing and adopting new technologies, so has no significant risk of its products becoming obsolete without it already having designed and manufactured its own replacements.

ON BEHALF OF THE BOARD:

Z Pistak - Director

25 September 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

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

Z Pistak

T Schwarz

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;

-	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 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.

AUDITORS

The auditors, Independent Auditors LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Z Pistak - Director

25 September 2025

Qualified opinion

We have audited the financial statements of BTL Industries Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the 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, except for the effects of the matters described in the basis for qualified opinion section of

our report, the financial statements:

- give a true and fair view of the state of the company's affairs at 31 December 2023 and of its profit for the period 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 qualified opinion

Included within capital and reserves is a shareholder loan of £6,736,275 as of 31st December 2024. In accordance with FRS 102 any liabilities due over one year should be discounted to their net present value. Consequently, creditors falling due after more than one year are understated by £6,356,485, capital and reserves overstated by £6,736,275 and other comprehensive income understated by £379,790.

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

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 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 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 three, 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:

Inquiry of management, those charged with governance and the company's solicitors around actual

and potential litigation and claims.

Inquiry of company staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations.

Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring 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.

Jonathon Dale BA(Hons) FCA (Senior Statutory Auditor)

for and on behalf of Independent Auditors LLP

Chartered Accountants & Statutory

Auditor

Emstrey House North

Shrewsbury Business Park

Shrewsbury

SY2 6LG

25 September 2025

TURNOVER

9,545,120

12,636,620

Cost of sales

4,405,094

7,792,364

GROSS PROFIT

5,140,026

4,844,256

Administrative expenses

5,438,778

4,782,088

(298,752

)

62,168

Other operating income

357,555

2,587

OPERATING PROFIT

4

58,803

64,755

Interest receivable and similar income

397

378

59,200

65,133

Interest payable and similar expenses

5

5,438

4,053

PROFIT BEFORE TAXATION

53,762

61,080

Tax on profit

6

22,002

27,543

PROFIT FOR THE FINANCIAL YEAR

31,760

33,537

PROFIT FOR THE YEAR

31,760

33,537

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

31,760

33,537

FIXED ASSETS

Intangible assets

7

34,837

6,863

Tangible assets

8

208,102

338,079

242,939

344,942

CURRENT ASSETS

Stocks

9

3,154,572

3,639,212

Debtors

10

4,834,592

3,906,262

Cash at bank and in hand

625,288

1,157,322

8,614,452

8,702,796

CREDITORS

Amounts falling due within one year

11

580,215

7,523,554

NET CURRENT ASSETS

8,034,237

1,179,242

TOTAL ASSETS LESS CURRENT LIABILITIES

8,277,176

1,524,184

CREDITORS

Amounts falling due after more than one year

12

(31,624

)

(44,961

)

PROVISIONS FOR LIABILITIES

15

(2,132

)

(3,838

)

NET ASSETS

8,243,420

1,475,385

CAPITAL AND RESERVES

Called up share capital

16

876,754

876,754

Shareholder loan

17

6,736,275

-

Retained earnings

17

630,391

598,631

SHAREHOLDERS' FUNDS

8,243,420

1,475,385

The financial statements were approved by the Board of Directors and authorised for issue on 25 September 2025 and were signed on its behalf by:

Z Pistak - Director

Called up

share

Retained

Shareholder

Total

capital

earnings

loan

equity

£

£

£

£

Balance at 1 January 2023

876,754

565,094

888,699

2,330,547

Changes in equity

Total comprehensive income

-

33,537

(888,699

)

(855,162

)

Balance at 31 December 2023

876,754

598,631

-

1,475,385

Changes in equity

Total comprehensive income

-

31,760

6,736,275

6,768,035

Balance at 31 December 2024

876,754

630,391

6,736,275

8,243,420

Cash flows from operating activities

Cash generated from operations

1

1,436,374

(1,711,425

)

Interest paid

-

(232

)

Interest element of hire purchase payments paid

(5,438

)

(3,821

)

Amount owed to group

(8,657,533

)

3,066,320

Tax paid

(23,894

)

(29,604

)

Net cash from operating activities

(7,250,491

)

1,321,238

Cash flows from investing activities

Purchase of intangible fixed assets

(40,207

)

(8,470

)

Purchase of tangible fixed assets

(52,865

)

(286,663

)

Sale of tangible fixed assets

95,808

36,006

Shareholder loan

6,736,275

(888,699

)

Interest received

397

378

Net cash from investing activities

6,739,408

(1,147,448

)

Cash flows from financing activities

Capital repayments in year

(20,951

)

13,191

Net cash from financing activities

(20,951

)

13,191

(Decrease)/increase in cash and cash equivalents

(532,034

)

186,981

Cash and cash equivalents at beginning of year

2

1,157,322

970,341

Cash and cash equivalents at end of year

2

625,288

1,157,322

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

2024

2023

£

£

Profit before taxation

53,762

61,080

Depreciation charges

90,310

111,913

Loss/(profit) on disposal of fixed assets

8,956

(12,524

)

Finance costs

5,438

4,053

Finance income

(397

)

(378

)

158,069

164,144

Decrease/(increase) in stocks

484,640

(766,769

)

Decrease/(increase) in trade and other debtors

1,159,478

(843,805

)

Decrease in trade and other creditors

(365,813

)

(264,995

)

Cash generated from operations

1,436,374

(1,711,425

)

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 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

625,288

1,157,322

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

1,157,322

970,341

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

1,157,322

(532,034

)

625,288

1,157,322

(532,034

)

625,288

Debt

Finance leases

(65,125

)

20,951

(44,174

)

(65,125

)

20,951

(44,174

)

Total

1,092,197

(511,083

)

581,114

1.	STATUTORY INFORMATION

BTL Industries 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 financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.

Turnover

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods), the amount of revenue can be measured reliably, it is probable that the associated economic benefits will flow to the entity, and the costs incurred or to be incurred in respect of the transactions can be measured reliably.

Intangible fixed assets

Intangible fixed assets are amortised on a straight line basis over their useful lives. The useful lives of intangible fixed assets are as follows:

Patents and licences - 10 years

Computer software - 4 years

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Leasehold improvements

-

in accordance with the lease

Fixtures and fittings

-

25% on cost

Motor vehicles

-

25% on reducing balance

Computer equipment

-

25% on cost

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes a party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, which the transaction is measured at the present value of the future receipts discounted at market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangement entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payment discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

2,304,907

2,290,460

Social security costs

302,548

295,548

Other pension costs

32,294

26,807

2,639,749

2,612,815

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

2024

2023

Director

2

2

Staff

32

28

34

30

2024

2023

£

£

Directors' remuneration

142,495

275,332

4.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2024

2023

£

£

Other operating leases

207,967

100,910

Depreciation - owned assets

78,078

109,732

Loss/(profit) on disposal of fixed assets

8,956

(12,524

)

Patents and licences amortisation

63

64

Computer software amortisation

12,170

2,117

Auditors' remuneration

8,000

6,500

Foreign exchange differences

(237,555

)

(2,587

)

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Other interest

-

232

Hire purchase

5,438

3,821

5,438

4,053

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2024

2023

£

£

Current tax:

UK corporation tax

23,708

23,895

Interest on Corporation Tax

-

(190

)

Total current tax

23,708

23,705

Deferred tax

(1,706

)

3,838

Tax on profit

22,002

27,543

Reconciliation of total tax charge included in profit and loss

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

2024

2023

£

£

Profit before tax

53,762

61,080

Profit multiplied by the standard rate of corporation tax in the UK of 24.550% (2023 - 23.278%)

13,199

14,218

Effects of:

Expenses not deductible for tax purposes

4,942

16,117

Capital allowances in excess of depreciation

-

(3,715

)

Depreciation in excess of capital allowances

3,369

-

Deferred tax

(1,706

)

3,838

Disposal of assets

2,198

(2,915

)

Total tax charge

22,002

27,543

7.	INTANGIBLE FIXED ASSETS

Patents

and

Computer

licences

software

Totals

£

£

£

COST

At 1 January 2024

638

8,470

9,108

Additions

-

40,207

40,207

At 31 December 2024

638

48,677

49,315

AMORTISATION

At 1 January 2024

128

2,117

2,245

Amortisation for year

63

12,170

12,233

At 31 December 2024

191

14,287

14,478

NET BOOK VALUE

At 31 December 2024

447

34,390

34,837

At 31 December 2023

510

6,353

6,863

8.	TANGIBLE FIXED ASSETS

Fixtures

Leasehold

Plant and

and

improvements

machinery

fittings

£

£

£

COST

At 1 January 2024

68,530

41,466

25,227

Additions

-

3,654

17,793

Disposals

-

-

-

At 31 December 2024

68,530

45,120

43,020

DEPRECIATION

At 1 January 2024

13,706

11,024

13,524

Charge for year

13,706

11,280

8,390

Eliminated on disposal

-

-

-

At 31 December 2024

27,412

22,304

21,914

NET BOOK VALUE

At 31 December 2024

41,118

22,816

21,106

At 31 December 2023

54,824

30,442

11,703