ACCOUNTS - Final Accounts

Operating profit

The operating profit is stated after charging:

Group
2024

Group
2023

Registered number: 14798159

BL HOLDCO LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

BL HOLDCO LIMITED

COMPANY INFORMATION

Directors	J A Feltwell
	R J Taylor


Registered number	14798159


Registered office	Westmoor House
	68 Main Street
	Pymor
	Cambridgeshire
	CB6 2DY


Independent auditors	MHA
	1 The Forum
	Minerva Business Park
	Lynch Wood
	Peterborough
	PE2 6FT

BL HOLDCO LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 4
Directors' Report	5 - 8
Independent Auditors' Report	9 - 12
Consolidated Statement of Comprehensive Income	13
Consolidated Balance Sheet	14 - 15
Company Balance Sheet	16
Consolidated Statement of Changes in Equity	17 - 18
Company Statement of Changes in Equity	19
Consolidated Statement of Cash Flows	20 - 21
Consolidated Analysis of Net Debt	22
Notes to the Financial Statements	23 - 43

BL HOLDCO LIMITED

GROUP STRATEGIC REPORT

FOR THE PERIOD ENDED 30 DECEMBER 2023

Introduction and principal activities

The Directors present their strategic report and business review, which includes a balanced and comprehensive review of the development and performance during the period and its position at the period end, including principal risks and uncertainties, and key performance indicators.
During the reported period ending 31 December 2024 BL Holdco Limited ("the Company") operated as a holding company. The principal activity of the Company’s subsidiary Buffaload Logistics Limited was the provision of temperature controlled distribution services within the food supply chain, partnering with retailers, manufacturers, growers and importers.

Business review

The development of the Company and its group was in line with expectations. Following the Company’s formation in 2023 it acquired 50% of the shares in Buffaload Logistics Limited. In 2024 the Company acquired the balancing 50% of shares in Buffaload Logistics Limited. During the reported year, the Company’s wholly owned subsidiary BL Propco Limited remained dormant.
The period ended 31 December 2024 was a challenging year for the distribution sector, with challenges stemming from the economic consequences of COVID 19 and the ongoing conflict in the Ukraine. The sector and Buffaload Logistics Limited saw significant underlying cost inflationary pressures and a general decline in market volumes. The national shortage of drivers as reported within the Buffaload Logistics Limited prior year reports continued into 2024.
The group continuously reviewed and adapted to the changes necessary to maintain its strong service level provision to customers, whilst operating a safe and flexible workplace for colleagues and visitors. The group’s ability to deliver strong service level saw it pick up incremental business despite the continuing market challenges.
Continuous investment in the fleet and in the sites has allowed the group to grow and this has strengthened the business financially. The group is adequately funded to meet the future economic challenges in 2025.
Employee engagement and development are key initiatives to maintaining a strong and committed workforce, enabling the business to adapt and be flexible to the constant challenges the industry faces.

Page 1

BL HOLDCO LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties

The Directors have identified the following principal risks and uncertainties affecting the group:
The haulage industry is highly competitive and leaves little opportunity for organic growth however the close working relationship that we keep with all of our customers and unique asset base means we consider ourselves to be in a strong position for the forthcoming year. The directors recognise the continuous requirement to control costs, increase efficiency and maintain margins but feel optimistic about the future prospects of the company and feel it is well placed to continue building key customer relationships to ensure its successful development into the future.
The impact of Brexit and conflict in Ukraine, whilst undeniable is also uncertain, with a primary risk of employee shortages as well as the knock on effect of changes or initial volatility in the wider food production industry. The group has developed a wider range of resource providers and has the flexibility to adapt as required to mitigate any risks.
Future developments
To support delivery of the Groups vision, a strengthened board of directors was established in 2023 in the Companies Subsidiary Buffaload Logistics. 2024 saw management capitalising on new logistics and warehousing opportunities through new business wins and via acquisitions. In the reported period management supported the Companies founder and owner Mr Ross Taylor in his acquisition of a majority shareholding in Arra Distribution Limited (May 2024). In 2025, Buffaload Logistics Limited acquired the majority shareholding in Drury Holdings Limited the 100% owner of Temples Transport Limited.
The establishment of a wider transport group provides the Group the opportunity to drive enhanced operational efficiencies and increase the depth and breadth of services it offers its customers. In June 2025 the Group announced the further strengthening of its leadership team with the appointment of Mr John Kerrigan as Buffaload Logistics CEO. John’s highly relevant experience strengthens the Company’s ability to control costs and build strong commercial partnerships which will be key to managing inflationary head winds.
The Group is committed to delivering on its sustainability agenda. In August 2025 Buffaload Logistics Limited announced the introduction of Bio LNG fuels to power its LNG truck fleet and the sale of Bio CO2. The inherent environmental benefits in Double Deck trailers and the introduction of Bio Products provide a clear market differentiator for the Group.

Financial key performance indicators

	2024	2023
Sales	£55,612,288	£39,690,240
Gross Profit %	28.2%	27.4%
Profit Before Tax	£1,620,208	£2,109,376

Turnover and Gross Profit within Buffaload Logistics Limited were in line with management expectations for trading within the period to 31 December 2024.

Page 2

BL HOLDCO LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Statement by the Directors in performance of their statutory duties in accordance with s172(1) Companies Act 2006

The directors confirm that during the period under review, it has acted fairly between members of the Company to promote the long term success of the Company for the benefit of all shareholders, whilst having regard to the matters set out in section 172(1)(a)-(f) of the Companies Act 2006 in the decisions taken during the period ended 31 December 2024, further detail of which is set out below.

Why we engage	How we engage	What matters most to our stakeholders	How we respond
We let suppliers know both our requirements and the standards expected, so that they meet our expectations.	Our operational teams work directly with supplier sales contacts, supply timely purchase orders, and provide regular forecasts on requirements.	Healthy sustainable supply relationship, credit worthiness, financial stability to meet our commitments and adherence to both anti-bribery and anti-modem slavery laws.	We work closely to provide feedback on delivery performance and quality of product/service.
Without supplier partnerships we cannot guarantee high quality service to our customers.	There is constant, ongoing communication with suppliers.	-	Suppliers are benchmarked and there is a regular tendering process.
It is particularly important to our customers that we achieve and maintain the required standards in order to obtain the necessary accreditations that our customers require.	We retain active membership of all necessary trade bodies. There are regular meetings, audits & inspections, site visits and contact the accrediting bodies.	Maintain relationship with all regulatory bodies and demonstrate food safety and compliance to all trade bodies.	Maintain standards required by all regulatory and industry authority bodies.The senior leadership team sit on steering meetings and actively engage in all initiatives.
We take our responsibilities to the local community seriously.	Our businesses have regular meetings with local neighbourhood groups as well as engage in local charity initiatives.	That we are a responsible employer that respects our neighbours, local community and the wider environment.	We have regular meetings with local neighbourhood groups and maintain relationships with local council movers.
We acknowledge the responsibility we have to protect the environment and to minimise the environmental impact of our activities.	-	-	-

Page 3

BL HOLDCO LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

We wish to continue to be a responsible employer, both in terms of continuing to ensure the health, safety and wellbeing of our people and also ensuring we maintain a responsible approach to the pay and benefits our people receive.	We get to know our team members and give them the opportunity to have a voice, have meetings and an opportunity for feedback. We get to know our team members and give them the opportunity to have a voice, have meetings and an opportunity for feedback.	Employee safety and wellbeing, diversity and inclusion, career and personal development, air pay, clarity of direction, mutual respect and enjoyment at work.	Communication newsletters and/or noticeboards, information videos for our colleagues, regular appraisals and feedback.
We want employees to have pride in what they do and, in the company.	-	-	-
Our purpose is to deliver high quality service to all of our customers, who are at the heart of everything we do.	We work closely with our customers to let them know our services, capabilities, initiatives, and that we can meet their requirements to maintain continuity of services.	Our customers want services supplied at the right price, service level and on time delivery, with consistency of supply and technical compliance.	We are always there for our customers with an efficient order process, regular contact and communication from the commercial and operations teams.
-	AIl of our initiatives focus on clear communication.	It is important that we hold full accreditations to all certified bodies.	We track all service and operational statistics and follow feedback from our customers.

Other key performance indicators

The directors also review non-financial indicators in the group to reflect the wider view of the business in particular service delivery to key customers including on time delivery. A number of operating KPl's relating to the vehicle operation are monitored within the business to ensure operational efficiency is maximised.

This report was approved by the board and signed on its behalf.

................................................

J A Feltwell

Director

Date: 29 September 2025

Page 4

BL HOLDCO LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements and then apply them consistently;

∙make judgements and accounting estimates that are reasonable and prudent;

∙state whether applicable UK 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 Group 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 the Group and to 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.

Results and dividends

The profit for the year, after taxation, amounted to £937,870 (2023 - £643,764).

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who served during the year were:

J A Feltwell

R J Taylor

Future developments

The existing business and future growth are funded from free cash flow and the continued financial support of its owner and he has committed to provide sufficient liquidity and capital expenditure where needed. The business continues to commit in investing in its core assets; its people, property and product, through excellence and innovation to ensure customers receive the very best experience delivered with quality and provenance.

Page 5

BL HOLDCO LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Engagement with suppliers, customers and others

The group's policy is to consult and discuss with employees at meetings, matters likely to affect employee's interests. Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

Greenhouse gas emissions, energy consumption and energy efficiency action

The data below represents Buffaload Logistics Limited’s energy and associated greenhouse gas (GHG) emissions from electricity and fuel in the UK for the year ended 30 December 2024 and meets the requirements of the UK Government’s Streamlined Energy and Carbon Reporting (SECR) Policy. The data covers 3 sites (Crewe, Ellington and Skelmersdale) and applies to road going vehicles and the operation of chilled warehouses and associated offices within the UK.
Key environmental impacts are:
• GHG emissions from the operation of road going vehicles.
• Tyre degradation from the movement of vehicles and trailers.
• GHG emissions from the operation of chilled refrigerant trailers and warehouses.
Methodology:
Measurements are collated by a combination of Operational, Financial and Compliance team members (ESG Team) on a daily, weekly, monthly and annual basis. In order to see and validate fuel usage for company vehicles, fuel purchase receipts, fuel tank and vehicle telematic data is captured and collated alongside vehicle milage data. The members of this ESG team ensure energy and gas bills are accurate and reflect the underlying energy usage. The data is compiled and a total for the year calculated. In the case of incomplete data sets, management estimates are used based using previous year consumption profile adjust for any known operational variances. These calculations were conducted using the GHG Reporting Protocol – Corporate Standard. The GHG emissions are calculated in accordance with the UK government’s reporting guidelines for company reporting and 2024 GHG conversion factors for company reporting were used.
During the reported period the company made good progress in the
• Introduction of behavioural / environmental change programmes
• Introduction of Environmental / Energy Quality Management Systems (ISO 14001) to measure and drive continuous improvement - achieving full certification in 2025
• Development of infrastructure to reduce electrical and refrigeration related emissions
• Continued adoption of LNG (liquid natural gas) fleet, with the addition of 20 new Volvo tractor units.
Energy Consumption used to calculate emissions (kwh)

	2024	2023
Total Energy Consumption (kWh)	118,929,134	109,981,855

Breakdown	2024	2023
Natural Gas	100,942	8,281
Electricity	3,601,457	3,127,969
Gas Oil	0	4,876,797
Diesel	89,962,078	73,620,428
LNG	25,264,657	28,348,380

Page 6

BL HOLDCO LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Scope 1 and 2 total emissions in metric tonnes Co2e

		2024	2023
Total		27,625,704	25,524,774

Scope 1 emissions in metric tonnes CO2e

	2024	2023
Natural Gas	18,425	1,512
Refrigerant Emissions	493,442	418,637
Diesel	21,222,054	17,370,740
LNG	5,153,737	5,777,116
Gas Oil	0	1,315,662
Total	26,887,658	24,883,667

Scope 2 emissions in metric tonnes CO2e

		2024	2023
Electricity		738,047	641,108

Intensity Ratio

	2024	2023
Miles driven	15,914,576	14,695,443
Co2 Kg per mile	1.74	1.74

Following the reported period, in August 2025 announced the introduction of Bio LNG to power its expanded LNG fleet which will further reduce the companies carbon emissions.

Disabled employees

The company's policy is to recruit disabled workers for those vacancies that they are able to fill. All necessary assistance with initial training courses is given. Once employed, a career plan is developed so as to ensure suitable opportunities for development exist for each disabled person. Arrangements are made wherever possible for retraining employees who become disabled, to enable them to perform work identified as appropriate to their aptitude and abilities.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

On the 4th of April 2025 Buffaload Logistics acquired a majority shareholding in Drury Holdings Limited. Drury Holdings Limited owns 100% of the share capital in Temples Transport Limited and Temples Resources Limited. The acquisition enhances service breadth and scale to both new and existing customers of the expanded group.

Page 7

BL HOLDCO LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Auditors

The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP.
MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

................................................

J A Feltwell

Director

Date: 29 September 2025

Westmoor House

68 Main Street

Pymor

Cambridgeshire

CB6 2DY

Page 8

BL HOLDCO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BL HOLDCO LIMITED

Opinion

We have audited the financial statements of BL Holdco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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's affairs as at 31 December 2024 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 United Kingdom, including the Financial Reporting Council'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 or 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.

Page 9

BL HOLDCO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BL HOLDCO LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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.

Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group Strategic Report and the Directors' Report 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 Directors' Report.

We have nothing to report in respect of the following matters in relation to which 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.

Page 10

BL HOLDCO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BL HOLDCO LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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 is 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 an Auditors' Report 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 Group financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

• Enquiry of management and those charged with governance around actual and potential litigation and claims;
• Enquiry of entity staff to identify any instances of non-compliance with laws and regulations;
• Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, and reviewing accounting estimates for bias;
• Reviewing minutes of meetings of those charged with governance;
• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable 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 Auditors' Report.

Page 11

BL HOLDCO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BL HOLDCO LIMITED (CONTINUED)

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 an Auditors' Report 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.

Ian Jacobs BA FCA (Senior Statutory Auditor)

for and on behalf of

MHA

Peterborough, United Kingdom

Date:

MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)29 September 2025

Page 12

BL HOLDCO LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	55,612,288	39,690,240
Cost of sales		(39,934,594)	(28,819,797)
Gross profit		15,677,694	10,870,443
Administrative expenses		(14,736,661)	(8,638,936)
Other operating income	5	1,658,514	607,142
Operating profit	6	2,599,547	2,838,649
Interest receivable and similar income	10	28,232	-
Interest payable and similar expenses	11	(1,007,571)	(729,273)
Profit before taxation		1,620,208	2,109,376
Tax on profit	12	(682,338)	(575,241)
Profit for the financial year		937,870	1,534,135

Profit for the year attributable to:
Non-controlling interests	-	890,371
Owners of the parent Company	937,870	643,764
	937,870	1,534,135

Total comprehensive income for the year attributable to:
Non-controlling interest	-	890,371
Owners of the parent Company	937,870	643,764
	937,870	1,534,135

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 23 to 43 form part of these financial statements.

Page 13

BL HOLDCO LIMITED

REGISTERED NUMBER: 14798159

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	13		3,530,941		3,958,934
Tangible assets	14		19,295,462		12,170,402
			22,826,403		16,129,336
Current assets
Stocks	16	605,224		458,859
Debtors: amounts falling due within one year	17	17,405,622		15,397,744
Cash at bank and in hand	18	1,550,369		1,233,143
		19,561,215		17,089,746
Creditors: amounts falling due within one year	19	(23,025,443)		(23,962,129)
Net current liabilities			(3,464,228)		(6,872,383)
Total assets less current liabilities			19,362,175		9,256,953
Creditors: amounts falling due after more than one year	20		(8,336,804)		(2,404,878)
Provisions for liabilities
Deferred tax	22		(2,373,855)		(1,538,284)
Net assets			8,651,516		5,313,791

Capital and reserves
Called up share capital	23	5,000	-
Revaluation reserve	24	2,779,140	384,285
Profit and loss account	24	5,867,376	319,063
Equity attributable to owners of the parent Company		8,651,516	703,348
Non-controlling interests		-	4,610,443
		8,651,516	5,313,791

Page 14

BL HOLDCO LIMITED

REGISTERED NUMBER: 14798159

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

................................................

J A Feltwell

Director

Date: 29 September 2025

The notes on pages 23 to 43 form part of these financial statements.

Page 15

BL HOLDCO LIMITED

REGISTERED NUMBER: 14798159

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Investments	15		8,005,000		8,000,000

Creditors: amounts falling due within one year	19	(8,050,055)		(8,010,000)
Net current liabilities			(8,050,055)		(8,010,000)
Total assets less current liabilities			(45,055)		(10,000)


Net liabilities			(45,055)		(10,000)

Capital and reserves
Called up share capital		5,000		-
Profit and loss account brought forward	(10,000)		-
Loss for the year	(40,055)		(10,000)
Profit and loss account carried forward		(50,055)		(10,000)
		(45,055)		(10,000)

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

................................................

J A Feltwell

Director

Date: 29 September 2025

The notes on pages 23 to 43 form part of these financial statements.

Page 16

BL HOLDCO LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Revaluation reserve	Profit and loss account	Equity attributable to owners of parent Company	Non-controlling interests	Total equity
	£	£	£	£	£	£
At 31 December 2022	-	384,285	(324,701)	59,584	-	59,584
Comprehensive income for the year
Profit for the year	-	-	643,764	643,764	890,371	1,534,135
Total comprehensive income for the year	-	-	643,764	643,764	890,371	1,534,135
Contributions by and distributions to owners
On acquisition of subsidiary	-	-	-	-	3,720,072	3,720,072
Total transactions with owners	-	-	-	-	3,720,072	3,720,072

At 30 December 2023	-	384,285	319,063	703,348	4,610,443	5,313,791
Comprehensive income for the year
Profit for the year	-	-	937,870	937,870	-	937,870
Total comprehensive income for the year	-	-	937,870	937,870	-	937,870

Page 17

BL HOLDCO LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Contributions by and distributions to owners
Shares issued during the year	5,000	-	-	5,000	-	5,000
On acquisition of subsidiary	-	2,394,855	-	2,394,855	-	2,394,855
Disposal of NCI	-	-	4,610,443	4,610,443	(4,610,443)	-
Total transactions with owners	5,000	2,394,855	4,610,443	7,010,298	(4,610,443)	2,399,855
At 31 December 2024	5,000	2,779,140	5,867,376	8,651,516	-	8,651,516

The notes on pages 23 to 43 form part of these financial statements.

Page 18

BL HOLDCO LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
Comprehensive income for the year
Loss for the year	-	(10,000)	(10,000)
Total comprehensive income for the year	-	(10,000)	(10,000)
Total transactions with owners	-	-	-

At 1 January 2024	-	(10,000)	(10,000)
Comprehensive income for the year
Loss for the year	-	(40,055)	(40,055)
Total comprehensive income for the year	-	(40,055)	(40,055)
Contributions by and distributions to owners
Shares issued during the year	5,000	-	5,000
Total transactions with owners	5,000	-	5,000
At 31 December 2024	5,000	(50,055)	(45,055)

The notes on pages 23 to 43 form part of these financial statements.

Page 19

BL HOLDCO LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
Profit for the financial year	937,870	1,534,135
Adjustments for:
Amortisation of intangible assets	427,993	320,995
Depreciation of tangible assets	2,776,652	1,608,605
Loss on disposal of tangible assets	28,423	31,969
Interest paid	1,007,571	729,273
Interest received	(28,232)	-
Taxation charge	538,366	575,241
(Increase)/decrease in stocks	(146,365)	24,846
(Increase) in debtors	(1,407,622)	(790,324)
Increase in creditors	112,819	4,090,247
Corporation tax (paid)/received	(303,051)	298,278
Net cash generated from operating activities	3,944,424	8,423,265

Page 20

BL HOLDCO LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

		2024	2023
		£	£

Cash flows from investing activities
Purchase of tangible fixed assets	(7,595,280)	(3,704,113)
Sale of tangible fixed assets	60,000	-
Interest received	28,232	-
HP interest paid	(303,271)	(266,393)
Net cash on acquisition of subsidiaries	-	1,398,408
Investment in subsidiary	-	(8,000,000)
Net cash from investing activities	(7,810,319)	(10,572,098)
Cash flows from financing activities
Issue of ordinary shares	5,000	-
New secured loans	3,019,341	3,606,938
Repayment of/new finance leases	1,863,080	237,918
Interest paid	(704,300)	(462,880)
Net cash used in financing activities	4,183,121	3,381,976
Net increase in cash and cash equivalents	317,226	1,233,143
Cash and cash equivalents at beginning of year	1,233,143	-
Cash and cash equivalents at the end of year	1,550,369	1,233,143

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	1,550,369	1,233,143
	1,550,369	1,233,143

The notes on pages 23 to 43 form part of these financial statements.

Page 21

BL HOLDCO LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024


At 1 January 2024	Cash flows	New finance leases	At 31 December 2024
£	£	£	£

Cash at bank and in hand	1,233,143	317,226	-	1,550,369
Debt due after 1 year	-	(3,372,946)	-	(3,372,946)
Debt due within 1 year	(3,687,269)	433,936	-	(3,253,333)
Finance leases	(5,002,876)	3,786,660	(5,649,740)	(6,865,956)
	(7,457,002)	1,164,876	(5,649,740)	(11,941,866)

The notes on pages 23 to 43 form part of these financial statements.

Page 22

BL HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

BL Holdco Limited ("the Company") is a private company limited by shares and is registered and incorporated in England and Wales. The registered office is Westmoor House, 68 Main Street, Pymor, Cambridgeshire, England, CB6 2DY.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

2.3

Going concern

The financial statements have been prepared on a going concern basis which assumes that the group will continue in operational existence for the foreseeable future. The Directors have considered relevant information, including the annual budget, forecast future cash flows and the impact of subsequent events in making their assessment.
Based on these assessments and having regards to the resources available to the entity, the Directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and accounts.

Page 23

BL HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.5

Operating leases: the Group as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 24

BL HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 25

BL HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.11

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property	-	2% straight line
Short-term leasehold property	-	over the period of the lease
Plant and machinery	-	between 3 and 10 years straight line
Motor vehicles	-	between 7 and 10 years straight line
Office equipment	-	between 2 and 5 years straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 26

BL HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.13

Revaluation of tangible fixed assets

Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.

2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

2.15

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell.

2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.18

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 27

BL HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.20

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes 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 an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Page 28

BL HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.20

Financial instruments (continued)

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

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

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Page 29

BL HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.20

Financial instruments (continued)

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

In applying the group's accounting policies set out above management is required to make certain estimates and judgements concerning the future. These judgements are regularly reviewed and updated as necessary.
In preparing these financial statements, the directors have had to make the following judgements:
Determine whether there are any indicators of impairment of the group's tangible fixed assets. Factors take into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.
Other key sources of estimation uncertainity:
Tangible fixed assets and depreciation
Tangible fixed assets are depreciated over their useful lives taking into account residual values where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, all relevant known factors are taken into account but there is inherent uncertainty present in making this assessment (refer to note 14).
Trade debtors and related party debtors provisions
Provisions for impairment are recognised when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of receivable. The amount of the provision is the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable (refer to note 17).

Turnover

The whole of the turnover is attributable to the principal activity of the Subsidiary.

All turnover arose within the United Kingdom.

Page 30

BL HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

5.	Other operating income
		Group 2024	Group 2023
		£	£

	Rental income	1,658,514	607,142

Depreciation of owned tangible fixed assets	1,055,653	1,608,605
Amortisation on intangible fixed assets	427,993	320,995
Operating lease charges	1,292,468	24,860
Loss on disposal of tangible fixed assets	28,423	31,969

Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements	45,000	31,125
Fees payable to the Company's auditors and their associates in respect of:
Taxation compliance services	3,400	4,500
All non-audit services not included above	8,500	5,000

Page 31

BL HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

8.	Employees
	Staff costs, including directors' remuneration, were as follows:

		Group	Group
		2024	2023
		£	£


Wages and salaries	11,349,898	7,678,387
Social security costs	1,190,724	814,624
Cost of defined contribution pension scheme	266,281	176,381
	12,806,903	8,669,392

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2024	2023	2024	2023
	No.	No.	No.	No.

Administrative staff	97	79	2	2
Operating staff	187	93	-	-

	284	172	2	2

9.	Directors' remuneration
		2024	2023
		£	£


Directors' emoluments	187,417	91,835
Group contributions to defined contribution pension schemes	13,645	12,539
	201,062	104,374

During the year retirement benefits were accruing to 2 directors in respect of defined contribution pension schemes.
Key Management Compensation
The Company considers its Key Management Personnel to be Directors R Taylor and J Feltwell. The compensation paid or payable to key management for employee services for the year ended 31 December 2024 for the company amounted to £187,417 (31 December 2023: £91,835).

Page 32

BL HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.	Interest receivable
		Group 2024	Group 2023
		£	£

Other interest receivable

28,232

11.	Interest payable and similar expenses
		Group 2024	Group 2023
		£	£

Bank interest payable	704,300	462,880
Finance leases and hire purchase contracts	303,271	266,393
	1,007,571	729,273

Corporation tax
Current tax on profits for the year	-	(108,116)
Adjustments in respect of previous periods	(153,233)	-

Total current tax	(153,233)	(108,116)

Deferred tax
Origination and reversal of timing differences	835,571	683,357
Total deferred tax	835,571	683,357


	Tax on profit	682,338	575,241

Page 33

BL HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.Taxation (continued)

Profit on ordinary activities before tax

1,620,208

2,109,376

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)	405,052	495,703
Effects of:
Non-tax deductible amortisation of goodwill and impairment	106,998	-
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	31,213	35,642
Capital allowances for year in excess of depreciation	(1,002,967)	23,039
Utilisation of tax losses	275,764	-
Adjustments to tax charge in respect of prior periods	(297,205)	-
Other timing differences leading to an increase (decrease) in taxation	835,571	-
Adjustment in relation to pre-acquisition profits	143,972	-
Changes in provisions leading to an increase (decrease) in the tax charge	-	20,857
Unrelieved tax losses carried forward	183,940	-
Total tax charge for the year	682,338	575,241

Page 34

BL HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Intangible assets
	Group and Company

		Goodwill
		£
	Cost
	At 1 January 2024	4,279,929
	At 31 December 2024	4,279,929
	Amortisation
	At 1 January 2024	320,995
	Charge for the year on owned assets	427,993
	At 31 December 2024	748,988
	Net book value
	At 31 December 2024	3,530,941
	At 31 December 2023	3,958,934

Page 35

BL HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Tangible fixed assets
	Group

	Freehold property	Short-term leasehold property	Plant and machinery	Motor vehicles	Office equipment	Total
	£	£	£	£	£	£
Cost or valuation
At 1 January 2024	2,979,982	949,392	1,614,116	17,651,967	640,459	23,835,916
Additions	1,791,483	-	442,108	5,342,574	19,115	7,595,280
Disposals	(6,750)	-	-	(101,638)	-	(108,388)
Revaluations	2,394,855	-	-	-	-	2,394,855
At 31 December 2024	7,159,570	949,392	2,056,224	22,892,903	659,574	33,717,663
Depreciation
At 1 January 2024	250,649	635,676	1,152,199	9,014,375	612,615	11,665,514
Charge for the year on owned assets	300,682	-	165,242	2,300,812	9,916	2,776,652
Disposals	(6,750)	-	-	(13,215)	-	(19,965)
At 31 December 2024	544,581	635,676	1,317,441	11,301,972	622,531	14,422,201
Net book value
At 31 December 2024	6,614,989	313,716	738,783	11,590,931	37,043	19,295,462
At 31 December 2023	2,729,333	313,716	461,917	8,637,592	27,844	12,170,402

The net book value of land and buildings may be further analysed as follows:
	Group 2024	Group 2023
	£	£

Freehold	6,614,989	2,729,333
Short leasehold	313,716	313,716
	6,928,705	3,043,049

Page 36

BL HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	8,000,000
	Additions	5,000
	At 31 December 2024	8,005,000

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

	Buffaload Logistics Limited	Grove Parc Grove Lane, Ellington, Huntingdon, England, PE28 0AA	Ordinary	100%
	BL Propco Limited	Westmoor House, 68 Main Street, Pymor, Cambridgeshire, England, CB6 2DY	Ordinary	100%

The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	£	£

	Buffaload Logistics Limited	13,170,630	1,554,890
	BL Propco Limited	-	-

16.	Stocks
		Group	Group
		2024	2023
		£	£

	Raw materials and consumables	605,224	458,859

Page 37

BL HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.

Debtors

		Group	Group
		2024	2023
		£	£


Trade debtors	15,139,865	12,687,910
Other debtors	748,155	444,121
Prepayments and accrued income	1,517,602	2,265,713
	17,405,622	15,397,744

18.	Cash and cash equivalents
		Group	Group
		2024	2023
		£	£

	Cash at bank and in hand	1,550,369	1,233,143

19.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Bank loans	3,253,333	3,606,938	3,000,000	3,000,000
Trade creditors	4,870,729	4,730,454	-	-
Amounts owed to group undertakings	-	-	5,000,000	5,000,000
Other taxation and social security	466,523	546,834	-	-
Obligations under finance lease and hire purchase contracts	1,902,098	2,597,998	-	-
Other creditors	10,282,993	9,978,643	-	-
Accruals and deferred income	2,249,767	2,501,262	50,055	10,000
	23,025,443	23,962,129	8,050,055	8,010,000

During the reported period the loans brought forward into the period were repaid in full and the Group agreed new bank loans. Bank loans are secured on an unlimited debenture, and a first legal charge from the company over the freehold land and buildings at Grove Lane, Ellington.
Within other creditors is the invoice discounting facility of £9,818,942 (2023: £9,801,890) which is secured against the sales ledger balances to which it relates.

Page 38

BL HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

20.	Creditors: Amounts falling due after more than one year
		Group	Group
		2024	2023
		£	£

Bank loans	3,372,946	-
Obligations under finance leases and hire purchase contracts	4,963,858	2,404,878
	8,336,804	2,404,878

21.	Hire purchase and finance leases
	Minimum lease payments under hire purchase fall due as follows:
		Group	Group
		2024	2023
		£	£

Within one year	1,902,098	2,597,998
Between 1-5 years	4,963,858	2,404,878
	6,865,956	5,002,876

22.	Deferred taxation
	Group

		2024
		£

	At beginning of year	1,538,284
	Charged to profit or loss	835,571
	At end of year	2,373,855

Company



	At end of year	-

Page 39

BL HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

22.Deferred taxation (continued)

The provision for deferred taxation is made up as follows:
	Group	Group
	2024	2023
	£	£

Accelerated capital allowances	2,569,741	1,546,915
Tax losses carried forward	(183,940)	-
Short-term timing differences	(11,946)	(8,631)
	2,373,855	1,538,284

23.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

500,001 (2023 - 1) Ordinary shares of £0.01 each	5,000	-

Additional shares of 500,000 at £0.01 each were issued during the year.

24.

Reserves

Revaluation reserve

Represents the accumulated surpluses and deficits arising on the revaluation of the company's freehold property asset.

Profit and loss account

Includes all current and prior periods retained profits and losses.

25.	Pension commitments

The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £266,281 (2023: £176,381).
Contributions totalling £47,485 (2023: £80,331) were payable to the fund at the balance sheet date.

Page 40

BL HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

26.	Commitments under operating leases
	At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2024	2023
		£	£

Not later than 1 year	1,480,814	1,467,173
Later than 1 year and not later than 5 years	2,901,759	2,974,083
	4,382,573	4,441,256

Page 41

BL HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

27.

Related party transactions

During the prior year transactions took place with Corkers Crisps Limited, a company which is under common control. Sales were made totalling £34,515 (2023: £Nil). Purchases were made totalling £3,500 (2023: £Nil). Within trade creditors, there is a total balance owed of £537 (2023: £537).
During the year transactions took place with Buffaload Agriculture Limited, a company in which Ms J A Feltwell and Ross Taylor Holdings Limited are shareholders. Ross Taylor Holdings Limited is controlled by Mr R Taylor. Sales were made totaling £132,003 (2023: £22,527). Purchases were made totaling £Nil (2023: £2,527). Within trade debtors, there is a total balance due of £16,267 (2023: £6,072).
During the year transactions took place with Jaxdene Solutions Limited, a company which is under the control of Mr R Taylor and Ms J A Feltwell. Sales were made totalling £Nil (2023: £1,423). Purchases were made totalling £8,451,532 (2023: £7,387,072). Within trade creditors, there is a total balance owed of £498,974 (2023: £166,118).
During the year transactions took place with WMS (Cambridge) Limited, a company which is under the control of a family member of Mr R Taylor. Sales were made totalling £40,792 (2023: £15,498). Purchases were made totalling £428,112 (2023: £508,687). Within trade creditors, there is a total balance owed of £Nil (2023: £56,983). Within trade debtors, there is a total balance due of £49,027 (2023: Nil).
During the year transactions took place with TFP Ventures Limited, a company which is under the control of Mr R Taylor and Ms J A Feltwell. Sales were made totalling £2,226 (2023: £Nil). Purchases were made totalling £1,678,438 (2023: £787,676). Within trade creditors, there is a total balance owed of £79,433 (2023: £34,162).
During the year transactions took place with A Barwell & Sons (UK) Limited, a company which is controlled by TFP Ventures Limited, a company in which Mr R Taylor is a shareholder. Sales were made totalling £Nil (2023: £12,064). Purchases were made totalling £32,400 (2023: £33,559). Within trade creditors, there is a total balance owed of £2,880 (2023: £Nil).
During the year transactions took place with Big Sky Venue Limited, a company with common directorship of Mr R Taylor. Sales were made totalling £800 (2023: £40,000). There have been no purchases. Within trade creditors, there is a total balance owed of £Nil (2023: £800).
During the year transactions took place with Jaxdene Partners Limited, a company which is under the control of family members of Buffaload Logistics Limited's Directors. There have been no sales. Purchases were made totalling £9,832 (2023: £64,862). Within trade creditors, there is a total balance owed of £Nil (2023: £15,130).
During the year transactions took place with RJ Taylor Farms Limited, a company which is under the control of Mr R Taylor. Sales were made totalling £Nil (2023: £732). Purchases were made totalling £280,524 (2023: £130,454). Within trade debtors, there is a total balance due of £Nil (2023: £2,845). Within trade creditors, there is a total balance owed of £36,000 (2023: £41,529).
During the year transactions took place with WMS Services (Cambridge) Limited, a company which is under the control of a family member of Mr R Taylor. Purchases were made totalling £625,673 (2023: £278,325). Within trade creditors, there is a total balance owed of £Nil (2023: £56,803).
During the year transactions took place with Arra Distribution Limited, a company which is under the control of Ross Taylor who owns 100% of the shares in BL Holdco, the Company's parent company. Within trade debtors, there is a total balance due of £22,756 (2023: £Nil).

Page 42

BL HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

28.	Post balance sheet events

On the 4th April 2025 Buffaload Logistics Limited acquired a majority shareholding in Drury Holdings Limited. Drury Holdings Limited owns 100% of the share capital in Temples Transport Limited and Temples Resources Limited. The acquisition enhances service breadth and scale to both new and existing customers of the Group.

29.	Controlling party

The ultimate controlling party is deemed to be R Taylor by virtue of his shareholding.

Page 43