REGISTERED NUMBER: 14356840 (England and Wales)

BRIDGEBANK GROUP LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

AUDITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31 JANUARY 2025

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

19

DIRECTORS:

T P Ryan

K Adams

K J Mason

REGISTERED OFFICE:

Unit 3 Sherwood Oaks Close

Sherwood Oaks Business Park

Mansfield

Nottinghamshire

NG18 4TB

REGISTERED NUMBER:

14356840 (England and Wales)

AUDITORS:

Xeinadin Audit Limited

Statutory Auditor, Chartered Accountants

Sidings House, Sidings Court

Lakeside

Doncaster

South Yorkshire

DN4 5NU

The directors present their strategic report of the company and the group for the year ended 31 January 2025.

The directors aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the year end. Our review is consistent with the size and non-complex nature of the business and is written in the context of the risks and uncertainties faced by it.

REVIEW OF BUSINESS

During the period ended 31st January 2025 the directors consider the results of the group of companies to be positive.

FINANCIAL KEY PERFORMANCE INDICATORS

2025

2024

Turnover

£55,237,152

£60,650,123

Gross Profit

£8,020,718

£7,942,812

Gross Profit Percentage

14.52%

13.10%

Net Profit Before Tax

£1,687,618

£590,271

Net Current Assets

£5,427,308

£4,961,923

Net Assets

£10,352,817

£9,291,210

PRINCIPAL RISKS AND UNCERTAINTIES

The Board regularly considers the main risks that the company faces and how to mitigate them. The most significant business risks are as follows:

- that the company strategy and business model does not deliver positive results;

- the loss of key management or senior staff could threaten operational viability;

- that unforeseen or unexpected events beyond the control of the company result in a significant worsening of market conditions;

- that supply chain shortages restrict the company's ability to deliver its products and services.

EMPLOYEE MATTERS

The company continues to supplement staff competencies on key technical areas through internal skills development and external training courses. The company remains an equal opportunities employer and implements rigorous health and safety policies.

ENVIRONMENTAL MATTERS

The company is committed to minimising the impact of its activities on the environment and to continually improve its environmental performance.

BUSINESS RISKS

The board of directors regularly considers the main risks that the company faces and how to mitigate them. As for many businesses of our size and type, the business environment in which we operate continues to be challenging, with high levels of competition and tight margins. The most significant risk remains the depressed economic conditions in the United Kingdom and its impact on the new build housing market.

FUTURE DEVELOPMENTS

The directors continue to implement a long term strategy that will enable the company to continue to grow.

SECTION 172(1) STATEMENT

The Board of Bridgebank Limited ("The Company") consider that the requirement of Section 172 of the Companies Act 2006 ("The Act") has been complied with and the directors of the company have acted in good faith in performing their duty in promoting the success of the company. During the year the Directors have had regard for (amongst others):

- Any potential long term consequences as a result of decisions taken during the year

- The interests of the company's employees, including any training requirements

- The need to meet customer's needs as well as their expectations

- The impact on the environment as a result of the company carrying on its trade

One example of how the Company has had regard to the matters set out in Section 172 when discharging the duties of the Act and the effect of that on decisions taken, is by the payment of the dividend. The Board regularly reviews the performance of the company throughout the year including the strength of its Balance Sheet, as well as the expected future performance taking into consideration uncertainties in the wider economy. During the financial year ended 31 January 2025, an interim dividend of £146,000 was paid. In making this decision the Board considered the impact on the company's cash flow position and ability to meet future liabilities as they fall due.

ON BEHALF OF THE BOARD:

K J Mason - Director

29 October 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 January 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of groundworks and civil engineering.

DIVIDENDS

An interim dividend of £73.00 per share on the Ordinary 1 shares was paid on 5 November 2024. The directors recommend that no final dividend be paid on these shares.

No interim dividend was paid on the A Ordinary 1 shares. The directors recommend that no final dividend be paid on these shares.

The total distribution of dividends for the year ended 31 January 2025 will be £ 146,000 .

DIRECTORS

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

T P Ryan

K Adams

K J Mason

The directors are deemed to be the key management personnel of the company.

POLITICAL DONATIONS AND EXPENDITURE

During the period the company made donations of £6,657 (2024: £3,964), none of which were political in nature.

STREAMLINED ENERGY AND CARBON REPORTING

During the year the Group produced 4,245 (2024: 6,258) tonnes of CO2 equivalent, from its transport vehicles and site machinery. This equates to approximately 77 (2024: 103) tonnes of CO2 equivalent per £1m of Turnover.

The volume of fuel purchased was multiplied by the Governments published conversion factors in order to calculate CO2 equivalent.

The Group continually updates its machinery, which enables it to take advantage of the latest low emission engine technology.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), 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 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Xeinadin Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

K J Mason - Director

29 October 2025

Opinion

We have audited the financial statements of Bridgebank Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 January 2025 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on pages four and five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the Group and Company, we identified that the principal risks of non-compliance with laws and regulations related to corporation tax legislation and we considered the extent to which non-compliance might have a material effect on the financial statements.

As part of this assessment we considered both quantitative and qualitative factors. We also considered those laws and regulations that have a direct impact on the preparation on the financial statements, such as the Companies Act 2006 and FRS 102.

We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements which included the risk of management override of controls. We determined that the principal risks were related to posting inappropriate journal entries, omitting, advancing or delaying recognition of events and transactions that have occurred during or after the reporting period, and potential management bias in the determination of accounting estimates or judgements to manipulate results.

Audit procedures performed by the engagement team include:

-

Enquiring of and obtaining written representation from management in relation to known or suspected instances of non-compliance with laws and regulations and fraud;

-

Enquiring of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations;

-

Evaluation of management's controls designed to prevent and detect irregularities;

-

Review of board meeting minutes and meetings of those charged with governance;

-

Identifying and, where relevant, testing journal entries posted by senior management or with unusual combinations;

-

Assessing and evaluating the business rationale of significant transactions outside the normal course of business;

-

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

-

Incorporating elements of unpredictability into the nature, timing and/or extent of audit procedures performed.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentation, or through collusion.

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.

Kelvin Fitton FCA (Senior Statutory Auditor)

for and on behalf of Xeinadin Audit Limited

Statutory Auditor, Chartered Accountants

Sidings House, Sidings Court

Lakeside

Doncaster

South Yorkshire

DN4 5NU

30 October 2025

TURNOVER

55,237,152

60,650,123

Cost of sales

47,216,434

52,707,311

GROSS PROFIT

8,020,718

7,942,812

Administrative expenses

6,043,703

6,173,209

OPERATING PROFIT

4

1,977,015

1,769,603

Exceptional item

5

-

815,255

1,977,015

954,348

Interest receivable and similar income

23,771

38,241

2,000,786

992,589

Interest payable and similar expenses

6

313,168

402,318

PROFIT BEFORE TAXATION

1,687,618

590,271

Tax on profit

7

480,011

242,111

PROFIT FOR THE FINANCIAL YEAR

1,207,607

348,160

Profit attributable to:

Owners of the parent

1,207,607

348,160

PROFIT FOR THE YEAR

1,207,607

348,160

OTHER COMPREHENSIVE INCOME

Other reserves at acquisition

-

10,051,120

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

10,051,120

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,207,607

10,399,280

Total comprehensive income attributable to:

Owners of the parent

1,207,607

10,399,280

FIXED ASSETS

Tangible assets

10

9,839,555

9,007,643

Investments

11

-

-

9,839,555

9,007,643

CURRENT ASSETS

Debtors

12

11,079,463

10,814,677

Cash at bank and in hand

5,641,791

3,257,006

16,721,254

14,071,683

CREDITORS

Amounts falling due within one year

13

11,293,946

9,109,760

NET CURRENT ASSETS

5,427,308

4,961,923

TOTAL ASSETS LESS CURRENT LIABILITIES

15,266,863

13,969,566

CREDITORS

Amounts falling due after more than one year

14

(3,879,702

)

(3,766,507

)

PROVISIONS FOR LIABILITIES

17

(1,034,344

)

(911,849

)

NET ASSETS

10,352,817

9,291,210

CAPITAL AND RESERVES

Called up share capital

18

2,000

1,930

Other reserves

19

10,051,120

10,051,120

Retained earnings

19

299,697

(761,840

)

SHAREHOLDERS' FUNDS

10,352,817

9,291,210

The financial statements were approved by the Board of Directors and authorised for issue on 29 October 2025 and were signed on its behalf by:

K J Mason - Director

FIXED ASSETS

Tangible assets

10

-

-

Investments

11

2,551,830

2,551,830

2,551,830

2,551,830

CURRENT ASSETS

Debtors

12

1,521,766

1,521,766

CREDITORS

Amounts falling due within one year

13

3,419,166

4,139,166

NET CURRENT LIABILITIES

(1,897,400

)

(2,617,400

)

TOTAL ASSETS LESS CURRENT LIABILITIES

654,430

(65,570

)

CAPITAL AND RESERVES

Called up share capital

18

2,000

1,930

Retained earnings

19

652,430

(67,500

)

SHAREHOLDERS' FUNDS

654,430

(65,570

)

Company's profit for the financial year

866,000

1,042,500

The financial statements were approved by the Board of Directors and authorised for issue on 29 October 2025 and were signed on its behalf by:

K J Mason - Director

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Changes in equity

Issue of share capital

1,930

-

-

1,930

Dividends

-

(1,110,000

)

-

(1,110,000

)

Total comprehensive income

-

348,160

10,051,120

10,399,280

Balance at 31 January 2024

1,930

(761,840

)

10,051,120

9,291,210

Changes in equity

Issue of share capital

70

-

-

70

Dividends

-

(146,000

)

-

(146,000

)

Total comprehensive income

-

1,207,537

-

1,207,537

Balance at 31 January 2025

2,000

299,697

10,051,120

10,352,817

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

1,930

-

1,930

Dividends

-

(1,110,000

)

(1,110,000

)

Total comprehensive income

-

1,042,500

1,042,500

Balance at 31 January 2024

1,930

(67,500

)

(65,570

)

Changes in equity

Issue of share capital

70

-

70

Dividends

-

(146,000

)

(146,000

)

Total comprehensive income

-

865,930

865,930

Balance at 31 January 2025

2,000

652,430

654,430

Cash flows from operating activities

Cash generated from operations

1

5,300,310

(1,171,033

)

Interest paid

37,694

(127,500

)

Interest element of hire purchase payments paid

(350,862

)

(274,818

)

Tax paid

174,304

(371,423

)

Net cash from operating activities

5,161,446

(1,944,774

)

Cash flows from investing activities

Purchase of tangible fixed assets

(3,863,512

)

(4,442,344

)

Sale of tangible fixed assets

705,165

2,140,723

Debtors / creditors on acq Bridgbank Hld

-

2,686,330

Cash on acquisition of Bridgebank Hlding

-

5,460,623

Interest received

23,771

38,241

Net cash from investing activities

(3,134,576

)

5,883,573

Cash flows from financing activities

Capital repayments in year

477,845

426,277

Amount introduced by directors

26,000

-

Share issue

70

1,930

Equity dividends paid

(146,000

)

(1,110,000

)

Net cash from financing activities

357,915

(681,793

)

Increase in cash and cash equivalents

2,384,785

3,257,006

Cash and cash equivalents at beginning of year

2

3,257,006

-

Cash and cash equivalents at end of year

2

5,641,791

3,257,006

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

Period

14.9.22

Year Ended

to

31.1.25

31.1.24

£

£

Profit before taxation

1,687,618

590,271

Depreciation charges

2,547,071

2,502,122

Profit on disposal of fixed assets

(220,813

)

(599,963

)

Finance costs

313,168

402,318

Finance income

(23,771

)

(38,241

)

4,303,273

2,856,507

Increase in trade and other debtors

(550,484

)

(10,528,979

)

Increase in trade and other creditors

1,547,521

6,501,439

Cash generated from operations

5,300,310

(1,171,033

)

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 January 2025

31.1.25

1.2.24

£

£

Cash and cash equivalents

5,641,791

3,257,006

Period ended 31 January 2024

31.1.24

14.9.22

£

£

Cash and cash equivalents

3,257,006

-

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.2.24

Cash flow

At 31.1.25

£

£

£

Net cash

Cash at bank and in hand

3,257,006

2,384,785

5,641,791

3,257,006

2,384,785

5,641,791

Debt

Finance leases

(6,374,828

)

(477,738

)

(6,852,566

)

(6,374,828

)

(477,738

)

(6,852,566

)

Total

(3,117,822

)

1,907,047

(1,210,775

)

1.	STATUTORY INFORMATION

Bridgebank Group Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The presentational and functional currency of these financial statements is sterling. Values are rounded to the nearest pound.

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Bridgebank Group Lifted together with all entities controlled by the parent company (it's subsidiaries).

All financial statements are made up to 31 January 2025. Where necessary, adjustments are made to the financial statements to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of impairment od the assets transferred.

Subsidiaries are consolidate in the groups financial statements from the date that control commences until that after the date that control ceases.

Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributed to the business combination. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.

Bridgebank Holdings Limited, Bridgebank Plant Limited and Bridgebank Limited have been fully consolidated within the group accounts for the period being reported.

Turnover

The Company recognises revenue when the amount of revenue can be measured reliably, when it is probable that future economic benefits associated with the transaction will flow to the entity and when specific criteria are met.

Turnover consists of groundworks and civil engineering contracting activities predominantly on new build residential housing developments, working as subcontractor to the main developer.

Turnover and profit on contracts are recognised according to the value of work carried out in the period based on monthly surveyor valuations and related applications for payment, with reference to tendered prices.