ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Registered number: 05932214

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

COMPANY INFORMATION

Directors	B Birdsall
	P Birdsall


Company secretary	K Chambers


Registered number	05932214


Registered office	13 Avebury Court
	Mark Road
	Hemel Hempstead
	Herts
	HP2 7TA


Independent auditor	Hillier Hopkins LLP
	Chartered Accountants & Statutory Auditor
	Radius House
	51 Clarendon Road
	Watford
	Herts
	WD17 1HP

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

CONTENTS

	Page
Group Strategic Report	1 - 2
Directors' Report	3 - 4
Independent Auditor's Report	5 - 9
Consolidated Profit and Loss Account	10
Consolidated Balance Sheet	11 - 12
Company Balance Sheet	13
Consolidated Statement of Changes in Equity	14 - 15
Company Statement of Changes in Equity	16 - 17
Consolidated Statement of Cash Flows	18 - 19
Consolidated Analysis of Net Debt	20
Notes to the Financial Statements	21 - 38

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 MARCH 2025

Introduction

The Directors present their strategic report for the year ended 31 March 2025. The results for the year demonstrate that the investments and the realignment of business operations within the Group, aimed at enabling more focused growth, are progressing well.

Business review

Profitability was significantly affected by internal investments in infrastructure and a large project that delivered a loss in the prior year. The directors are pleased with the increase in gross margin to 23.5% (2024: 21.7%) and the overall increase in net profit to March 2025.

The reorganisation of all existing business units continues and will be completed in 2025 to enable the business to focus on its core markets. The Group will then focus on its core strengths of maintenance and repair services which have minimal risk.

The Directors plan for the business to deliver improved profitability with the focus on growing the business in core niche markets. The projects being carried out in Birdsall Decarbonisation Limited have delivered positive results to date, with the hope that further work phases will be secured in the coming years.

Principal risks and uncertainties

The Companies three maintenance business units operate in relatively secure markets serving a wide variety of clients with multi-year contracts. Our projects business now primarily operates within Birdsall Decarbonisation Limited.

Rising labour costs and a scarcity of experienced engineers in the marketplace continues to be a risk to the business. Our investment in the Birdsall Academy and technology continues to help mitigate this risk.

Financial key performance indicators

Productivity and gross profits have performed well in two business units, with improvements required in the other
business unit.

Inflation has increased our costs and affected our bottom line.

It remains a focus of the Directors to continue to build up the Companies retained earnings.

Other key performance indicators

Our Investment are established in markets that will all benefit from the growing drive to decarbonise the UK economy and improve building efficiencies.

The opportunities available will further develop as its services value become more widely recognised.

Page 1

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

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

P Birdsall

Director

Date: 28 November 2025

Page 2

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 MARCH 2025

The directors present their report and the financial statements for the year ended 31 March 2025.

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 judgments 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 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 £352,648 (2024 - loss £54,351).

No dividends were paid in the period (2024: £Nil).

Directors

The directors who served during the year were:

B Birdsall

P Birdsall

Disclosure of information to auditor

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 auditor is 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 auditor is aware of that information.

Page 3

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

Auditor

The auditor, Hillier Hopkins LLP, 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.

P Birdsall

Director

Date: 28 November 2025

Page 4

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

Opinion

We have audited the financial statements of Birdsall Group Limited (Formally Birdsall Limited) (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2025, which comprise the Consolidated Profit and Loss Account, 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 March 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 Auditor's 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 5

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED) (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's 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 6

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED) (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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.

Page 7

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED) (CONTINUED)

Auditor's 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 Auditor's 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:

∙the nature of the industry and sector, control environment and business performance including the remuneration incentives and pressures of key management;

∙the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. We consider the results of our enquiries of management, about their own identification and assessment of the risks of irregularities;

∙any matters we identified having obtained and reviewed the Group’s documentation of their policies and procedures relating to:

°identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

°detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

°the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

∙the matters discussed among the audit engagement team, regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

We also obtained an understanding of the legal and regulatory frameworks that the Group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. We focused on laws and regulations that could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and relevant tax legislation.

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

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.

Page 8

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL 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 Auditor's 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.

Gary Wong BFP FCA (Senior Statutory Auditor)

for and on behalf of

Hillier Hopkins LLP

Chartered Accountants

Statutory Auditor

Radius House

51 Clarendon Road

Watford

Herts

WD17 1HP

28 November 2025

Page 9

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

CONSOLIDATED PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 31 MARCH 2025

	2025	2024
Note	£	£


Turnover	4	14,703,210	15,019,139
Cost of sales		(11,246,021)	(11,755,227)
Gross profit		3,457,189	3,263,912
Distribution costs		(182,466)	(154,111)
Administrative expenses		(2,820,881)	(3,018,792)
Operating profit	5	453,842	91,009
Interest receivable and similar income	9	5,774	2,000
Interest payable and similar expenses	10	(57,973)	(88,503)
Profit before tax		401,643	4,506
Tax on profit	11	(48,995)	(58,857)
Profit/(loss) for the financial year		352,648	(54,351)

Profit/(loss) for the year attributable to:
Owners of the parent	352,648	(54,351)
	352,648	(54,351)

The notes on pages 21 to 38 form part of these financial statements.

Page 10

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

REGISTERED NUMBER: 05932214

CONSOLIDATED BALANCE SHEET

AS AT 31 MARCH 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	12		3,258		-
Tangible assets	13		567,374		481,722
			570,632		481,722
Current assets
Stocks	15	217,937		308,617
Debtors	16	2,811,699		2,704,836
Cash at bank and in hand	17	1,677,843		540,321
		4,707,479		3,553,774
Creditors: amounts falling due within one year	18	(2,866,189)		(2,084,352)
Net current assets			1,841,290		1,469,422
Total assets less current liabilities			2,411,922		1,951,144
Creditors: amounts falling due after more than one year	19		(319,212)		(221,950)
Provisions for liabilities
Deferred taxation	21	(133,978)		(112,319)
Other provisions	22	(24,774)		(41,782)
			(158,752)		(154,101)
Net assets			1,933,958		1,575,093

Capital and reserves
Called up share capital	23	125,000	118,783
Capital redemption reserve	24	5,471	5,471
Profit and loss account	24	1,803,487	1,450,839
		1,933,958	1,575,093

Page 11

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

REGISTERED NUMBER: 05932214

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 MARCH 2025

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

P Birdsall

Director

Date: 28 November 2025

The notes on pages 21 to 38 form part of these financial statements.

Page 12

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

REGISTERED NUMBER: 05932214

COMPANY BALANCE SHEET

AS AT 31 MARCH 2025

		2025		2024
Note		£		£

Fixed assets
Investments	14		1,250,100		1,250,000
			1,250,100		1,250,000
Current assets
Debtors	16	9,117		3,000
Cash at bank and in hand	17	1,458		1,578
		10,575		4,578
Creditors: amounts falling due within one year	18	(1,614)		(1,614)
Net current assets			8,961		2,964
Total assets less current liabilities			1,259,061		1,252,964


Net assets			1,259,061		1,252,964

Capital and reserves
Called up share capital	23		125,000		118,783
Capital redemption reserve	24		5,471		5,471
Profit and loss account brought forward		1,128,710		1,128,890
Loss for the year		(120)		(180)
Profit and loss account carried forward			1,128,590		1,128,710
			1,259,061		1,252,964

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

P Birdsall

Director

Date: 28 November 2025

The notes on pages 21 to 38 form part of these financial statements.

Page 13

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025

	Called up share capital	Capital redemption reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 April 2024	118,783	5,471	1,450,839	1,575,093
Comprehensive income for the year
Profit for the year	-	-	352,648	352,648
Total comprehensive income for the year	-	-	352,648	352,648
Contributions by and distributions to owners
Shares issued during the year	6,217	-	-	6,217
Total transactions with owners	6,217	-	-	6,217
At 31 March 2025	125,000	5,471	1,803,487	1,933,958

The notes on pages 21 to 38 form part of these financial statements.

Page 14

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2024

	Called up share capital	Capital redemption reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 April 2023	118,783	5,471	1,505,190	1,629,444
Comprehensive income for the year
Loss for the year	-	-	(54,351)	(54,351)
Total comprehensive income for the year	-	-	(54,351)	(54,351)
Total transactions with owners	-	-	-	-
At 31 March 2024	118,783	5,471	1,450,839	1,575,093

The notes on pages 21 to 38 form part of these financial statements.

Page 15

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025

	Called up share capital	Capital redemption reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 April 2024	118,783	5,471	1,128,710	1,252,964
Comprehensive income for the year
Loss for the year	-	-	(120)	(120)
Total comprehensive income for the year	-	-	(120)	(120)
Contributions by and distributions to owners
Shares issued during the year	6,217	-	-	6,217
Total transactions with owners	6,217	-	-	6,217
At 31 March 2025	125,000	5,471	1,128,590	1,259,061

The notes on pages 21 to 38 form part of these financial statements.

Page 16

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2024

	Called up share capital	Capital redemption reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 April 2023	118,783	5,471	1,128,890	1,253,144
Comprehensive income for the year
Loss for the year	-	-	(180)	(180)
Total comprehensive income for the year	-	-	(180)	(180)
Total transactions with owners	-	-	-	-
At 31 March 2024	118,783	5,471	1,128,710	1,252,964

The notes on pages 21 to 38 form part of these financial statements.

Page 17

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2025

			2025	2024
			£	£

Cash flows from operating activities
Profit for the financial year	352,648	(54,351)
Adjustments for:
Amortisation of intangible assets	142	-
Depreciation of tangible assets	232,768	233,623
Loss on disposal of tangible assets	(17,154)	(8,500)
Interest paid	57,973	88,503
Interest received	(5,774)	(2,000)
Taxation charge	48,995	58,857
Decrease in stocks	90,680	439,747
(Increase) in debtors	(106,863)	(578,294)
Increase/(decrease) in creditors	717,850	(291,133)
(Decrease)/increase in provisions	(17,008)	6,222
Corporation tax received/(paid)	-	(33,750)
Net cash generated from operating activities	1,354,257	(141,076)

Cash flows from investing activities
Purchase of intangible fixed assets	(3,400)	-
Purchase of tangible fixed assets	(319,820)	(339,650)
Sale of tangible fixed assets	18,554	8,500
Interest received	5,774	2,000
Net cash from investing activities	(298,892)	(329,150)

Page 18

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

		2025	2024
		£	£


Cash flows from financing activities
Repayment of/new finance leases	140,130	233,572
Interest paid	(57,973)	(88,503)
Net cash used in financing activities	82,157	145,069
Net increase/(decrease) in cash and cash equivalents	1,137,522	(325,157)
Cash and cash equivalents at beginning of year	540,321	865,478
Cash and cash equivalents at the end of year	1,677,843	540,321

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	1,677,843	540,321
	1,677,843	540,321

The notes on pages 21 to 38 form part of these financial statements.

Page 19

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 MARCH 2025


At 1 April 2024	Cash flows	New finance leases	At 31 March 2025
£	£	£	£

Cash at bank and in hand	540,321	1,137,522	-	1,677,843
Finance leases	(308,136)	101,463	(241,593)	(448,266)
	232,185	1,238,985	(241,593)	1,229,577

The notes on pages 21 to 38 form part of these financial statements.

Page 20

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

1.	General information

Birdsall Group Limited is a private company, limited by shares, incorporated in England & Wales, registered number 05932214.

The registered office is 13 Avebury Court, Mark Road, Hemel Hempstead, Hertfordshire, HP2 7TA.

The principal activity of the entity is that the entity is a building services engineering company incorporating four business units that deliver a complete range of specialist services: Building Services, HVAC Services, Energy Services and Project Services.

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 judgment 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 Profit and Loss Account 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 Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 21

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.3

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.

2.4

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.

2.5

Leased assets: the Group as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

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.

Page 22

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.8

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 accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

2.9

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 23

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.10

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.

The estimated useful lives range as follows:

Computer software

years

2.11

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 as below.

Depreciation is provided on the following basis:

Plant and machinery	-	25%	Reducing balance
Motor vehicles	-	25%	Reducing balance
Fixtures and fittings	-	25%	Straight line

2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.13

Stocks

Stock includes work in progress valued at the lower of cost and net realisable value and stock of
goods held for sale. Work in progress costs include all direct costs and an appropriate proportion of
overhead costs, and finance charges that are released on an activity basis as contracts progress.

At each balance sheet date, stock and work in progress are assessed for impairment on a job by job
or item by item basis and if necessary any impairment is recognised immediately in profit or loss.

2.14

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.

Page 24

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.15

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.

2.16

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.

2.17

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.

2.18

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.

Basic financial liabilities

Page 25

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.18

Financial instruments (continued)

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.

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

In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

Work in progress
The directors exercise judgement in allocating costs attributable to stock and work in progress. The recoverability of work in progress is a key area of judgement. The directors perform interim job appraisals over the period of the contract to validate the recoverability of each contract and stage of recognition.

Warranty provisions
The directors exercise judgement in estimating provisions for rectification work under warranty on completed contracts based on their knowledge and past experience. The provisions are estimated at 0.3%
of costs incurred.

Page 26

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Energy Services	7,422,885	6,221,286
Building Services	3,134,167	3,519,303
HVAC AC	2,324,436	2,400,013
Projects	1,821,722	2,878,537
	14,703,210	15,019,139

All turnover arose within the United Kingdom.

Other operating lease rentals

(140,744)

(34,222)

Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements

28,000

17,050

Page 27

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

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

		Group	Group
		2025	2024
		£	£


Wages and salaries	5,789,926	5,681,856
Social security costs	57,264	49,942
Cost of defined contribution scheme	43,110	42,682
	5,890,300	5,774,480

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

	2025	2024
	No.	No.

Employees	104	101

The Company had no employees, other than the directors who were remunerated through the subsidiary entity.

8.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	117,258	138,812
Group contributions to defined contribution pension schemes	9,672	17,173
	126,930	155,985

During the year retirement benefits were accruing to 2 directors (2024 - 2) in respect of defined contribution pension schemes.

9.	Interest receivable
		2025	2024
		£	£

	Other interest receivable	5,774	2,000
		5,774	2,000

Page 28

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

10.	Interest payable and similar expenses
		2025	2024
		£	£

	Bank interest payable	57,973	88,503
		57,973	88,503

Corporation tax
Current tax on profits for the year	61,086	-
Adjustments in respect of previous periods	(33,750)	33,750
	27,336	33,750

Total current tax	27,336	33,750

Deferred tax
Origination and reversal of timing differences	21,659	25,107
Total deferred tax	21,659	25,107


	Tax on profit	48,995	58,857

Page 29

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

11.Taxation (continued)

Profit on ordinary activities before tax

401,643

4,506

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 19%)	100,411	856
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	1,713	24,496
Utilisation of tax losses	(22,553)	-
Adjustments to tax charge in respect of prior periods	(33,750)	33,750
Other timing differences leading to an increase (decrease) in taxation	-	(799)
Other differences leading to an increase (decrease) in the tax charge	3,174	554
Total tax charge for the year	48,995	58,857

Factors that may affect future tax charges

There are no factors affecting the future tax charge.

Page 30

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

12.	Intangible assets
	Group and Company

		Computer software
		£
	Cost
	Additions	3,400
	At 31 March 2025	3,400
	Amortisation
	Charge for the year on owned assets	142
	At 31 March 2025	142
	Net book value
	At 31 March 2025	3,258
	At 31 March 2024	-

Page 31

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

13.	Tangible fixed assets
	Group

	Plant and machinery	Motor vehicles	Fixtures and fittings	Total
	£	£	£	£
Cost or valuation
At 1 April 2024	493,104	623,965	459,939	1,577,008
Additions	44,733	243,180	31,907	319,820
Disposals	(3,452)	(99,812)	-	(103,264)
At 31 March 2025	534,385	767,333	491,846	1,793,564
Depreciation
At 1 April 2024	355,070	293,520	446,696	1,095,286
Charge for the year on owned assets	77,249	139,313	16,206	232,768
Disposals	(2,052)	(99,812)	-	(101,864)
At 31 March 2025	430,267	333,021	462,902	1,226,190
Net book value
At 31 March 2025	104,118	434,312	28,944	567,374
At 31 March 2024	138,034	330,445	13,243	481,722

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
	2025	2024
	£	£


Motor vehicles	413,884	281,562
	413,884	281,562

Page 32

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

14.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 April 2024	1,250,000
	Additions	100
	At 31 March 2025	1,250,100

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

Birdsall Networks Ltd (formerly Birdsall Services Ltd)	Same as parent	Ordinary	100%
Birdsall Decarbonisation Limited	Same as parent	Ordinary	100%
Birdsall Technical Services Limited	Same as parent	Ordinary	100%

15.	Stocks
		Group	Group
		2025	2024
		£	£

Goods to be sold	25,397	32,583
Work in progress	192,540	276,034
	217,937	308,617

Page 33

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

16.

Debtors

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£



Trade debtors	2,005,949	1,910,304	-	-
Amounts owed by group undertakings	-	-	3,000	3,000
Other debtors	170,076	162,759	6,117	-
Prepayments and accrued income	635,674	631,773	-	-
	2,811,699	2,704,836	9,117	3,000

17.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Cash at bank and in hand	1,677,843	540,321	1,458	1,578
	1,677,843	540,321	1,458	1,578

18.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Trade creditors	804,776	971,458	-	-
Corporation tax	61,761	-	-	-
Other taxation and social security	752,745	549,928	-	-
Obligations under finance lease and hire purchase contracts	129,054	86,186	-	-
Other creditors	50,489	54,037	-	-
Accruals and deferred income	1,067,364	422,743	1,614	1,614
	2,866,189	2,084,352	1,614	1,614

The company has created a debenture in respect of Lloyds TSB Commercial Finance Limited securing all monies due or to become due as fixed and floating charges over all assets in Birdsall Networks Limited.

The company has created a second charge in respect of Mr B Birdsall and Mr P Birdsall on all the assets of the company after satisfying the first charge in Birdsall Networks Limited.

Page 34

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

19.	Creditors: Amounts falling due after more than one year
		Group	Group
		2025	2024
		£	£

Net obligations under finance leases and hire purchase contracts	319,212	221,950
	319,212	221,950

Hire purchase liabilities are secured over the assets to which they relate.

20.	Hire purchase and finance leases
	Minimum lease payments under hire purchase fall due as follows:
		Group	Group
		2025	2024
		£	£

Within one year	129,054	86,186
Between 1-5 years	319,212	221,950
	448,266	308,136

Page 35

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

21.	Deferred taxation
	Group

		2025
		£

	At beginning of year	(112,319)
	Charged to profit or loss	(21,659)
	At end of year	(133,978)

Company

		2025

	At end of year	-

		Group	Group
		2025	2024
		£	£

	Accelerated capital allowances	(133,978)	(112,319)
		(133,978)	(112,319)

22.	Provisions
	Group

		Warranty provision
		£

	At 1 April 2024	41,782
	Charged to profit or loss	(17,008)
	At 31 March 2025	24,774

Page 36

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

23.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

125,000 (2024 - 118,783) Ordinary shares of £1.00 each	125,000	118,783

During the year additional share capital was issued at par value.

24.

Reserves

Capital redemption reserve

The capital redemption reserve represents share capital previously redeemed.

Profit and loss account

The profit and loss reserve represents the cumulative profit or loss, net of dividends paid and other adjustments.

25.	Pension commitments

The group operates a defined contributions pension scheme. The pension cost charge represents contributions payable by the company to the fund and amounted to £387,778 (2024 - £380,462).

26.	Commitments under operating leases
	At 31 March 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2025	2024
		£	£

Not later than 1 year	146,363	38,224
Later than 1 year and not later than 5 years	107,586	25,473
	253,949	63,697

27.	Related party transactions
	The directors have taken advantage of the exemption in FRS 102 section 33.1A from disclosing transactions between two or more wholly owned members of a group.

Page 37

BIRDSALL GROUP LIMITED (FORMALLY BIRDSALL LIMITED)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

28.	Controlling party

The ultimate controlling party of the Group is the director, P Birdsall.

Page 38