ACCOUNTS - Final Accounts preparation

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

8 months ended

31 March

Registered number: SC770983

BROADWAY TOPCO LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025


BROADWAY TOPCO LIMITED

COMPANY INFORMATION

Directors	A W Dallas
	I R MacGregor
	M R Kerr
	M J Mathers
	R D Mayers
	A Shanghavi (resigned 21 October 2025)
	S J Slessor
	M J Tinning (resigned 7 June 2024)


Registered number	SC770983


Registered office	C/O Ross-Shire Engineering Limited
	Muir Of Ord Industrial Estate
	Muir Of Ord
	Ross-Shire
	United Kingdom
	IV6 7UA


Independent auditors	Anderson Anderson & Brown Audit LLP
	Kingshill View
	Prime Four Business Park
	Kingswells
	Aberdeen
	AB15 8PU


BROADWAY TOPCO LIMITED

CONTENTS

	Page
Group strategic report	1 - 3
Directors' report	4 - 9
Directors' responsibilities statement	10
Independent auditor's report	11 - 14
Consolidated statement of comprehensive income	15
Consolidated balance sheet	16 - 17
Company balance sheet	18
Consolidated statement of changes in equity	19
Company statement of changes in equity	20
Consolidated statement of cash flows	21 - 22
Notes to the financial statements	23 - 55


BROADWAY TOPCO LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 MARCH 2025

Introduction

Broadway Topco Limited was incorporated on 31 May 2023 and commenced trading on 18 August 2023 when it acquired 100% of the share capital of Ross-Shire Engineering Limited and subsidiaries (RSE group), through its immediate subsidiary company Broadway Midco Limited. This transaction was funded via a combination of equity issues, shareholder loans and bank funding through Broadway Bidco Limited and other parent companies, with Broadway Topco Limited becoming ultimate parent company of the group.

Business review

A prolonged and strategic approach to R&D differentiates RSE as a technology leader in the water treatment and purification markets. Its modularisation of process equipment and standardisation of products is changing the way the market meets its deliverables. This typically increases accessibility of important equipment (schedule and cost) and significantly reduces the carbon cost to the environment. In the period, RSE treatment plants were brought to market with 85% reduction in CO2 – aided by innovative engineering principles and strategic sourcing, including the first use of green steel in the UK market.

The results for RSE to the year ended 31 March 2025 reflect an increase in both turnover and profitability. An increase in demand for RSE products and solutions led to 20% growth on prior year revenue during the 12- month accounting period, and a commensurate increase in operating profit.

The prior year comparative figures represent an eight month period only.

Most of the growth in the year was achieved by organic means, through the development of new customers across England and Wales. However, strategic acquisitions were made to enhance the technical capability and capacity of the business to meet future demand. These were Aquazone Limited (September 2024), Biomatrix Water Solutions Limited (October 2024), Oasis Solutions Limited (December 2024) and Rolla Limited (March 2025).

Recruitment and talent management remain a high priority for the group, with investment in training continuing to increase. The group runs modern apprenticeship schemes, graduate recruitment programmes and a series of leadership development initiatives. RSE see the development of employees as fundamental to the continued success of the group.

RSE has made significant progress in our sustainability journey, aligning environmental commitments with the substantial growth achieved across the business. Achieving operational carbon neutrality in 2024 marks a key milestone, reflecting our commitment to reducing environmental impact.

Page 1


BROADWAY TOPCO LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

Principal risks and uncertainties

RSE operate a self-delivery, manufacturing based business model. Quality and performance standards are also underpinned by a high staff to contractor philosophy reinforced by significant levels of staff training and development. This approach requires sustainable revenues to avoid seasonal and cyclical trading. The choice of markets, customers, services and product development are carefully planned to anticipate risks with this approach.

The board continues to exercise caution in relation to the impact of macroeconomic and geopolitical risks, which can affect key variables such as liquidity, supply chain and skills. The board review the performance of key suppliers against project plans to ensure it can act swiftly to mitigate any challenges that may arise. The RSE group have continued to invest and focus on green energy sources which does prevent significant energy cost inflation.

Cashflow and liquidity

Cash flow is managed at subsidiary and group level through use of rolling cash flow forecasts which are formally reported on a monthly basis and reviewed regularly. Liquidity is ultimately managed at group level to ensure that there is adequate funding in place to cover both current trading and operational requirements as well as growth opportunities including capital expenditure and acquisitions.

Credit risk

Financial and commercial risk is prioritised through a conservative approach to capital and debt. Ongoing trading and growth liquidity are key to the ongoing success of the business; therefore robust measures are taken to ensure best practice throughout the portfolio.

Foreign exchange risk

Foreign exchange as a result of international operations is continually monitored to ensure the impact of currency movements is reduced wherever possible.

Financial key performance indicators

Financial
Management use a range of key performance indicators to effectively monitor the performance of individual trading entities as well as the overall group. Directors and senior management review the KPIs across the portfolio on a regular basis which are ultimately discussed at monthly board meetings. Financial performance and working capital is a priority that is monitored systematically to ensure adequate capital to develop products and solutions, support seasonal trading, CAPEX and acquisitions which are vital for the continued growth and development of the group. Trade working capital is a KPI for all senior management, along with a suite of financial and commercial metrics established to ensure the group maintains a strong balance sheet.

Other key performance indicators

Health, Safety, Quality & Environmental standards are crucial to the protection and development of the business. Management is committed to all of these areas and adhere to ISO 9001, 14001 and 45001 across a number of the portfolio companies.

Talent acquisition, retention and development underpins the success of all companies within RSE. The board and management invest heavily in apprenticeship and graduate schemes, technical training and leadership development. Such initiatives fit within a structured approach to organisational development and KPIs in this field which are closely linked to business performance.

Page 2


BROADWAY TOPCO LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

Directors' statement of compliance with duty to promote the success of the Group

The parent company directors consider, both individually and collectively, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the group for the benefit of its member as a whole in the decisions taken during the current period.

When making these decisions the directors have given regard to:

∙The likely consequences of any decisions in the long-term;

∙The interest of the group's employees;

∙The need to foster the group's business relationships with suppliers, customers and others;

∙The impact of the group's operations on the community and environment;

∙The desirability of the group maintaining a reputation for high standards of business conduct; and

∙The need to act fairly between shareholders of the group.

∙The vast majority of stakeholder engagement is carried out by the Board.

The vast majority of stakeholder engagement is carried out by the Board.

The Board considers and discusses information from across the organisation to understand the impact of the parent company, the group's operations and the interests of our key stakeholders. It also reviews strategy, financial and operational performance as well as information covering key areas such as risks, legal and regulatory compliance.

As a result of these activities, the Board has an overview of engagement with stakeholders and other relevant factors, which enables the directors to comply with their legal duty under Section 172 of the Companies Act 2006.

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

I R MacGregor

Director

Date: 19 December 2025

Page 3


BROADWAY TOPCO 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.

Results and dividends

The loss for the year, after taxation, amounted to £9,500k (2024 - loss £10,474k).

Directors

The directors who served during the year were:

A W Dallas

I R MacGregor

M R Kerr

M J Mathers

R D Mayers

A Shanghavi (resigned 21 October 2025)

S J Slessor

M J Tinning (resigned 7 June 2024)

Future developments

The directors are committed to delivering innovative, high-quality solutions that meet the evolving needs of the water industry. The directors believe that secured workflows and high demand for RSE Products and Solutions will continue to drive progress and opportunities. RSE’s investment in R&D, product development and focus upon smart, modular solutions are pivotal in addressing the current and future needs of the water treatment industry, aligning with the broader industry trend towards modular, factory-produced solutions that offer efficiency and reliability. Complemented by their long-term service agreements, the directors believe that future trading will be robust and further growth attainable.

The group continue to pursue UK opportunities and further expansion through acquisition if the correct target becomes available, complimentary to strategic direction.

Research and development activities

RSE’s product development and modular water technology solutions have industry-shifting potential. The solutions developed by the company and group reduce construction schedules, enhance quality, provide greater cost certainty and have a positive impact on the environment. RSE’s business model is to bring new technology to life through standardproducts, integrated as a solution. This reduces lead times, assures factory quality and reduces lifecycle cost, also opening different commercial models such as temporary or hire solutions.

Engagement with employees

The group adopts a policy of employee engagement, with management providing staff with updates on the parent company and the wider group, via interactive feedback sessions.

Engagement with suppliers, customers and others

Broadway Topco’s supply chain has been audited and verified against important criteria such as financial stability, antibribery, modern slavery and exploitation, safety, fair employment practices and environmental compliance. In addition, we are constantly reviewing our supply chain for compliance and will continue to support local businesses that encourage the fair employment of the disadvantaged and those that adopt fair ethical trading initiatives within the goods and services they supply RSE group. We pay our suppliers on time, and maintain close relationships with them, providing support where it may be required.

RSE actively engages with our customers, developing products and solutions to meet their business plans and objectives in the future. A sustained investment in R&D is enabling RSE to solve current and future challenges for customers, which promotes strong and deep partnership relationships.

Page 4


BROADWAY TOPCO LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

Disabled employees

The parent company, as part of its employment and ongoing practices has always and wishes to continue, to promote an environment of equality and fairness and therefore, recognises and complies with the Disability Discrimination Act 1995 (DDA).

The Disability Discrimination Act defines 'disability' as a physical or mental impairment which has substantial and long-term adverse effect on a person's ability to carry out their normal day-to-day activities.

The act makes it unlawful for employers to discriminate against current or prospective workers who have a disability or who have had a disability in the past. When an employer treats a person with a disability less favourable than they treat other people and this treatment cannot be justified then discrimination has taken place. The employer also has a duty to make a 'reasonable adjustment' in relation to the disabled person and failure to do so is again discrimination, if it cannot be justified.

Page 5


BROADWAY TOPCO LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

Greenhouse gas emissions, energy consumption and energy efficiency action

UK Energy Use

During the reporting period, the company used a total of 25,374,380 kWh (2023/24 – 22,543,222 kWh) of energy.

GHG Emissions

The table and chart below represent the GHG assessment results for Scope 1, 2 and 3 (select categories) for RSE’s operational activities for the period April 2024 to March 2025.

The total emissions figure is reported for both location-based and market-based Scope 2 emissions factor.

Page 6


BROADWAY TOPCO LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

Energy Efficiency Action

RSE are committed to meeting the Net Zero targets set by the Government and our clients. RSE have made a commitment to our key clients that we are working towards a 2030 target date for achieving Operational Net Zero (Scope 1 and 2). Our three key focus areas include:

∙Decarbonisation of the transport fleet

∙Decarbonisation of our heating (oil and gas)

∙Switch to 100% certified green electricity providers.

Ongoing improvements conducted during 2024/25 financial year include:

∙All Scottish sites (except islands) are using HVO to fuel onsite cabins, generators, and plant. This saved 332 tCO2e this year.

∙RSE introduced the use of HVO into our fleet vehicles in the North of Scotland. This has saved 240 tCO2e this year.

∙RSE have purchased low carbon steel from suppliers to minimise Scope 3 emissions. This reduced embodied carbon in our steel products by up to 85%. This year RSE have saved 808 tCO2e by using low carbon steel.

∙The roll out of the EV/Hybrid car lease scheme has encouraged more employees to drive electric vehicles. This has shown an increase in electric business miles, supporting our scope 3 business travel reduction.

∙New more fuel-efficient transport fleet is replacing older vehicles leading to improvement in fuel consumption and subsequent reductions in emissions.

∙The RSE-TMB (Timber Modular Building) has been deployed across 2 major sites, saving an accumulative 182 tCO2e.

∙11% of RSEs electricity comes from Solar Panels installed across 8 business locations.

∙49% of purchased electricity is from a renewable REGO electricity tariff.

∙Carbon Neutral for Scope 1 and 2 (market-based) emissions.

Intensity Ratio

Due to the diversity of the work conducted by RSE across many areas, emissions intensity ratios have been calculated based on three areas; turnover (per £M turnover), man-hours worked and number of employees. Based on scope 1 & 2 (location based) emissions.

In the 2024/25 reporting year, there has been a decrease across the following intensity matrixes: tCO2e per £M turnover, tCO2e per employee, and tCO2e per manhour worked.

Page 7


BROADWAY TOPCO LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

Page 8


BROADWAY TOPCO LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

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.

Post balance sheet events

Since the financial year end there has been no acquisition activity, significant hires to the business, material capital purchases or capital restructuring.

Auditor

A resolution to appoint AAB Audit and Accountancy Limited as auditor of the company will be proposed at the next general meeting.

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

I R MacGregor

Director

Date: 19 December 2025

Page 9


BROADWAY TOPCO LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE YEAR ENDED 31 MARCH 2025

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;

∙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.

Page 10


BROADWAY TOPCO LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BROADWAY TOPCO LIMITED

Opinion

We have audited the financial statements of Broadway Topco Limited (the 'parent company') and its subsidiaries (the 'Group') for the year ended 31 March 2025, 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 March 2025 and of the Group's loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 11


BROADWAY TOPCO LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BROADWAY TOPCO 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.

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 10, 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 12


BROADWAY TOPCO LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BROADWAY TOPCO 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:

We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements.

The laws and regulations we considered in this context were the Companies Act 2006 and UK Taxation legislation.

We identified the greatest risk of material impact on the financial statements from irregularities including fraud to be:

∙Management override of controls to manipulate the company’s key performance indicators to meet targets;

∙Timing and completeness of revenue recognition;

∙Management judgement applied in calculating provisions; and

∙Compliance with relevant laws and regulations which directly impact the financial statements and those that the company needs to comply with for the purpose of trading.

Our audit procedures to respond to these risks included:

∙Testing of journal entries and other adjustments for appropriateness;

∙Evaluating the business rationale of significant transactions outside the normal course of business;

∙Reviewing judgements made by management in their calculation of accounting estimates for potential management bias;

∙Enquiries of management about litigation and claims and inspection of relevant correspondence; and

∙Reviewing legal and professional fees to identify indications of actual or potential litigation, claims and any non-compliance with laws and regulations.

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 13


BROADWAY TOPCO LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BROADWAY TOPCO 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.

Derek Mair (Senior statutory auditor)

for and on behalf of

Anderson Anderson & Brown Audit LLP

Statutory Auditor

Kingshill View

Prime Four Business Park

Kingswells

Aberdeen

AB15 8PU

19 December 2025

Page 14


BROADWAY TOPCO LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2025

	31 March	8 months ended 31 March
	2025	2024
Note	£000	£000


Turnover	4	307,001	179,445
Cost of sales		(224,846)	(136,798)
Gross profit		82,155	42,647
Administrative expenses		(69,722)	(38,088)
Exceptional items		-	(1,300)
Other operating income	5	1,150	903
Operating profit	6	13,583	4,162
Interest receivable and similar income	9	-	7
Interest payable and similar expenses	10	(18,733)	(11,326)
Loss before taxation		(5,150)	(7,157)
Tax on loss	11	(4,350)	(3,317)
Loss for the financial year		(9,500)	(10,474)

(Loss) for the year attributable to:
Owners of the parent company	(9,500)	(10,474)
	(9,500)	(10,474)

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 23 to 55 form part of these financial statements.

Page 15


BROADWAY TOPCO LIMITED REGISTERED NUMBER:SC770983

CONSOLIDATED BALANCE SHEET

AS AT 31 MARCH 2025

		2025		2024
Note		£000		£000

Fixed assets
Intangible assets	15		152,752		149,207
Tangible assets	16		36,069		26,663
			188,821		175,870
Current assets
Stocks	18	4,924		1,523
Debtors: amounts falling due within one year	19	68,543		50,338
Cash at bank and in hand	20	25,645		12,015
		99,112		63,876
Creditors: amounts falling due within one year	21	(77,396)		(49,186)
Net current assets			21,716		14,690
Total assets less current liabilities			210,537		190,560
Creditors: amounts falling due after more than one year	22		(141,415)		(118,497)
Provisions for liabilities
Deferred taxation	26	-		(944)
			-		(944)
			69,122		71,119

Financed by
Preference share debt		89,238	81,163

Capital and reserves
Called up share capital	27	9	9
Share premium account	28	993	955
Profit and loss account	28	(21,118)	(11,008)
		69,122	71,119

Page 16


BROADWAY TOPCO LIMITED REGISTERED NUMBER:SC770983

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:

I R MacGregor

Director

Date: 19 December 2025

The notes on pages 23 to 55 form part of these financial statements.

Page 17


BROADWAY TOPCO LIMITED REGISTERED NUMBER:SC770983

COMPANY BALANCE SHEET

AS AT 31 MARCH 2025

		2025		2024
Note		£000		£000

Fixed assets
Investments	17		420		420
			420		420
Current assets
Debtors: amounts falling due within one year	19	89,224		81,658
		89,224		81,658
Creditors: amounts falling due within one year	21	(2,064)		(304)
Net current assets			87,160		81,354


			87,580		81,774

Financed by
Preference share debt	23	89,238	81,163
			-
Capital and reserves			-
Called up share capital	27	9	9
Share premium account	28	993	955
Profit and loss account	28	(2,660)	(353)
		87,580	81,774

As permitted by s408 Companies Act 2006, the parent company has not presented its own profit and loss accounts and related notes. The company's loss for the period was £2,307k (2024 - £353k).

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

I R MacGregor

Director

Date: 19 December 2025

The notes on pages 23 to 55 form part of these financial statements.

Page 18


BROADWAY TOPCO LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025

	Called up share capital	Share premium account	Profit and loss account	Equity attributable to owners of parent company	Total equity
	£000	£000	£000	£000	£000
At 1 August 2023	-	-	-	-	-

Loss for the period	-	-	(10,474)	(10,474)	(10,474)
Dividends: Equity capital	-	-	(534)	(534)	(534)
Shares issued during the period	9	955	-	964	964

At 1 April 2024	9	955	(11,008)	(10,044)	(10,044)

Loss for the year	-	-	(9,500)	(9,500)	(9,500)
Dividends: Equity capital	-	-	(610)	(610)	(610)
Shares issued during the year	1	38	-	39	39
At 31 March 2025	10	993	(21,118)	(20,115)	(20,115)

The notes on pages 23 to 55 form part of these financial statements.

Page 19


BROADWAY TOPCO LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£000	£000	£000	£000
At 1 August 2023	-	-	-	-

Loss for the period	-	-	(353)	(353)
Shares issued during the period	9	955	-	964

At 1 April 2024	9	955	(353)	611

Loss for the year	-	-	(2,307)	(2,307)
Shares issued during the year	-	38	-	38
At 31 March 2025	9	993	(2,660)	(1,658)

The notes on pages 23 to 55 form part of these financial statements.

Page 20


BROADWAY TOPCO LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2025

			2025	2024
			£000	£000

Cash flows from operating activities
Loss for the financial year	(9,500)	(10,474)
Adjustments for:
Amortisation of intangible assets	15,650	8,824
Depreciation of tangible assets	3,832	819
Loss on disposal of tangible assets	(40)	-
Interest expense	18,733	11,326
Interest received	-	(7)
Taxation charge	4,350	3,317
(Increase)/decrease in stocks	(5,718)	1,417
(Increase)/decrease in debtors	(11,317)	592
Increase/(decrease) in creditors	7,331	(8,840)
Corporation tax paid	(5,651)	(4,685)
Interest payable	(1,548)	(2,722)
Foreign exchange differences	8	235
Net cash generated from operating activities	16,130	(198)

Cash flows from investing activities
Purchase of tangible fixed assets	(9,508)	(7,354)
Sale of tangible fixed assets	114	-
Purchase of fixed asset investments	(585)	-
HP interest paid	(292)	-
Cash acquired on a business combination	6,897	13,433
Cash paid on a business combination	(16,758)	(102,956)
Net cash from investing activities	(20,132)	(96,877)

Page 21


BROADWAY TOPCO LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

		2025	2024
		£000	£000


Cash flows from financing activities
Issue of ordinary shares	39	964
New secured loans	25,348	48,888
Repayment of loans	(3,333)	-
Bank loan received	-	59,772
New finance leases	281	-
Dividends paid	(610)	(534)
Interest paid	(4,093)	-
Net cash used in financing activities	17,632	109,090
Net increase in cash and cash equivalents	13,630	12,015
Cash and cash equivalents at beginning of year	12,015	-
Cash and cash equivalents at the end of year	25,645	12,015

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	25,645	12,015
	25,645	12,015

The notes on pages 23 to 55 form part of these financial statements.

Page 22


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

1.	General information

Broadway Topco Limited is a private company limited by shares and incorporated in the United Kingdom. The address of the registered office is C/o Ross-Shire Engineering Limited, Muir of Ord Industrial Estate, Muir of Ord, Ross-Shire, United Kingdom, IV6 7UA.

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.

All amounts in the financial statements have been rounded to the nearest £1,000.

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 Statement of comprehensive income in these financial statements.

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

At the balance sheet date, the group had net assets of £69.1m (2024 - £71.1m) excluding preference shares treated as debt of £89.2m (2024 - £81.2m). Furthermore included within net assets are financing loans due to investors £70.7m (2024 - £65.4m), and external bank debt of £65.6m (2024 - £48.9m). The loan balance due to investors is repayable in 2030. £4.4m (2024 - £4.4m) of the external bank debt is due within 1 year and £61.1m (2024 - £44.5m) due after 1 year.
Ultimately, the group and company are supported by the cash flow generation of the Ross-Shire Engineering Limited group of companies. The underlying trading position of the Ross-Shire Engineering Limited group is strong, with the sub-group of companies having a net consolidated cash balance of £30.4m.

The directors, having made due and careful enquiry, are of the opinion that the company and group have adequate working capital and investment funding to execute their operations over the next 12 months and beyond. Management have prepared detailed financial projections and have funding in place in the form of cash at bank plus a group banking facility with an overdraft available. Sensitivity analysis is performed and taken into consideration when considering the adequacy of working capital over the going concern period and beyond. The directors, therefore, have made an informed judgment, at the time of approving the financial statements, that there is a reasonable expectation that the company and group have adequate resources to continue in operational existence for the foreseeable future. As a result, the directors have continued to adopt the going concern basis in preparing the annual financial statements.

Page 23


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

2.5

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:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

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

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

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.

Page 24


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.6

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.

2.7

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.

Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.

2.8

Interest income

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

2.9

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.

2.10

Borrowing costs

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

Page 25


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.11

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.

2.12

Pensions

Defined contribution pension plan
The group contributes to 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.

2.13

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 26


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.14

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.

2.15

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.

Depreciation is provided on the following basis:

Freehold property	-	2% straight line
Long-term leasehold property	-	over the term of the lease
Plant and machinery	-	15% on reducing balance
Motor vehicles	-	20% straight line
Fixtures and fittings	-	10% straight line
Other fixed assets	-	25% 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.

2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 27


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.17

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.18

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.

2.19

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.

2.20

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.

2.21

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.

2.22

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.

Page 28


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.22

Financial instruments (continued)

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.

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.

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.

Page 29


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.22

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.

2.23

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

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

The preparation of financial statements in compliance with FRS 102, requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Balance sheet date and the amounts reported during the year for revenue and costs. However, the nature of estimation means that actual outcomes could differ from those estimates.
There were no judgements affecting the reported financial performance in the current period.
The following is the parent company and group's key sources of estimation uncertainty:

Long term contracts
Profit on long term contracts is taken as the work is carried out if the final outcome can be assessed with reasonable certainty. The profit included is calculated on a prudent basis to reflect the proportion of the work carried out at the year end, by recording turnover and related costs as contract activity progresses. Turnover is calculated as that proportion of total contract value which costs incurred to date bear to total expected costs for the contract. Revenues derived from variations on contracts are recognised only when they are first foreseen.

Carrying value of intangible assets
The group establishes a reliable estimate of the useful life of goodwill and intangible assets arising on business combinations. This estimate is based on a variety of factors such as the expected use of the acquired business, the expected useful life of the cash generating units to which goodwill is attributed, any legal or contractual provisions that can limit useful life and assumptions that market participants would consider in respect of similar businesses.

Page 30


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Sale of goods	259,570	50,338
Provision of services	47,431	129,107
	307,001	179,445

Analysis of turnover by country of destination:

					31 March	8 months ended 31 March
					2025	2024
					£000	£000

United Kingdom	304,058	176,712
Rest of the world	2,943	2,733
	307,001	179,445

Government grants receivable	1,119	745
Sundry income	31	158
	1,150	903

Page 31


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Amortisation on intangibles	15,650	12,476
Exchange differences	79	13
Other operating lease rentals	2,524	307
Depreciation - owned	2,931	1,505
Depreciation - financed	901	500
Loss on sale of tangible assets	(25)	7

Fees payable to the company's auditor and its associates for the audit of the consolidated and parent company's financial statements	171	175
Fees payable to the company's auditor and its associates in respect of:
All non-audit services not included above	121	114

Page 32


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

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

		Group	Group
		2025	2024
		£000	£000


Wages and salaries	87,190	52,896
Social security costs	9,842	6,576
Cost of defined contribution scheme	3,780	1,612

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

	Group	Group	Company	Company
	31 March	31 March	31 March	31 March
	2025	2024	2025	2024
	No.	No.	No.	No.

Executive	9	6	7	7
Management	33	8	1	1
Production and Technical	1,505	1,377	-	-
Admin and Sales	179	155	-	-

	1,726	1,546	8	8

Bank interest receivable	-	3
Other interest receivable	-	4
	-	7

Page 33


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Bank interest payable	4,093	2,624
Other interest payable	14,348	8,655
Finance leases and hire purchase contracts	292	47
	18,733	11,326

Corporation tax
Current tax on profits for the year	10,021	3,891
Adjustments in respect of previous periods	(883)	(16)

Total current tax	9,138	3,875

	Deferred tax
	Origination and reversal of timing differences	(4,788)	(558)


	Tax on loss	4,350	3,317

Page 34


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

11.Taxation (continued)

Loss on ordinary activities before tax

(5,150)

(7,157)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	(1,288)	(1,789)
Effects of:
Non-tax deductible amortisation of goodwill and impairment	(441)	2,419
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	3,852	(47)
Capital allowances for year/period in excess of depreciation	-	(2)
Exempt ABGH distributions	(1,667)	-
R&D tax credits	(118)	-
Adjustments to tax charge in respect of prior periods	(883)	(16)
Adjustments to tax charge in respect of previous period for deferred tax	(233)	(63)
Non-taxable income	-	240
Movement in deferred tax not recognised	(1,728)	2,575
Other tax adjustments, relief's and transfers	6,856	-
Total tax charge for the year/period	4,350	3,317

Factors that may affect future tax charges

Deferred tax has been calculated based on the UK rate of corporation tax of 25%.

Research and development (“R&D”) tax credits have been recognised as other income. The tax charge for the financial year has been calculated on the profits on ordinary activities before tax using the UK standard rate of 25% prior to R&D.

Page 35


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

12.	Dividends
		2025	2024
		£000	£000

	Dividends paid	610	534
		610	534

Dividends paid during the period were made by subsidiaries of Broadway Topco Limited to minority interest shareholders.

	Exceptional items	-	1,300
		-	1,300

Exceptional items in the prior period relate to completion bonuses paid to employees post-acquisition of Ross-Shire Engineering Limited.

14.	Parent company profit for the year

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 loss after tax of the parent company for the year/period was £2,307k (2024 - loss £353k).

Page 36


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

15.	Intangible assets
	Group and Company

	Development expenditure	Trademarks	Computer software	Goodwill	Total
	£000	£000	£000	£000	£000
Cost
At 1 April 2024	51	147	200	161,333	161,731
Additions	-	-	8	19,187	19,195
At 31 March 2025	51	147	208	180,520	180,926
Amortisation
At 1 April 2024	51	102	92	12,279	12,524
Charge for the year on owned assets	-	15	24	15,611	15,650
At 31 March 2025	51	117	116	27,890	28,174
Net book value
At 31 March 2025	-	30	92	152,630	152,752
At 31 March 2024	-	46	107	149,054	149,207

Page 37


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

16.	Tangible fixed assets
	Group

	Freehold property	Tenant's improvements	Plant and machinery	Motor vehicles	Fixtures, fittings and computer equipment	Assets under construction	Total
	£000	£000	£000	£000	£000	£000	£000
Cost or valuation
At 1 April 2024	10,167	7,993	15,095	3,417	4,179	1,893	42,744
Additions	2,182	94	6,868	1,112	1,102	467	11,825
Acquisition of subsidiary	-	548	557	738	121	-	1,964
Disposals	-	-	(157)	(241)	(13)	(16)	(427)
Other movements	-	-	(340)	-	-	-	(340)
Transfers between classes	(1,725)	2,230	1,172	-	-	(1,677)	-
At 31 March 2025	10,624	10,865	23,195	5,026	5,389	667	55,766
Depreciation
At 1 April 2024	1,466	1,443	8,911	1,640	2,621	-	16,081
Charge for the year on owned assets	376	426	1,268	193	668	-	2,931
Charge for the year on financed assets	-	-	340	561	-	-	901
Disposals	-	-	(63)	(248)	(21)	-	(332)
Transfers between classes	(209)	254	(412)	367	-	-	-
Acquisition of subsidiary	-	-	79	-	37	-	116
At 31 March 2025	1,633	2,123	10,123	2,513	3,305	-	19,697
Net book value
At 31 March 2025	8,991	8,742	13,072	2,513	2,084	667	36,069
At 31 March 2024	8,701	6,550	6,184	1,777	1,558	1,893	26,663

Page 38


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

16.Tangible fixed assets (continued)

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
	2025	2024
	£000	£000


Plant and machinery	2,008	1,217
Motor vehicles	833	1,479
	2,841	2,696

17.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£000
	Cost or valuation
	At 1 April 2024	420
	At 31 March 2025	420

Page 39


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

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

Broadway Midco Limited	C/o Ross-Shire Engineering Limited, Muir of Ord Industrial Estate, Ross-Shire, IV6 7UA	Ordinary	100%
Broadway Holdco Limited	C/o Ross-Shire Engineering Limited, Muir of Ord Industrial Estate, Ross-Shire, IV6 7UA	Ordinary	100%
Broadway Bidco Limited	C/o Ross-Shire Engineering Limited, Muir of Ord Industrial Estate, Ross-Shire, IV6 7UA	Ordinary	100%
Ross-Shire Engineering Limited	Muir of Ord Industrial Estate, Ross-Shire, IV6 7UA	Ordinary	100%
DPS Group Limited	Unit 1 Lomond Business Park, Baltimore Road, Glenrothes, Fife, KY6 2PJ	Ordinary	100%
DP Systems (Scotland) Limited (100% owned by DPS Group Ltd)	Unit 1 Lomond Business Park, Baltimore Road, Glenrothes, Fife, KY6 2PJ	Ordinary	100%
DP Services (Holdings) Limited (100% owned by DPS Group Ltd)	Unit 1 Lomond Business Park, Baltimore Road, Glenrothes, Fife, KY6 2PJ	Ordinary	100%
OSS Software Limited (60% owned by DPS Group Ltd)	Wyastone Business Park, Wyastone Leys, Monmouth, Gwent, NP25 3SR	Ordinary	60%
Oasis Software Solutions Limited (100% owned by OSS Software Limited)	Wyastone Business Park, Wyastone Leys, Monmouth, Gwent, NP25 3SR	Ordinary	60%
Murray Technical Services Limited	Unit E2 Premier Centre Abbey Park Industrial Estate, Premier Way, Romsey, England, SO51 9DG	Ordinary	75%
MTD South West Limited	Pows Orchard, Pows Orchard, Midsomer Norton, United Kingdom, BA3 2HY	Ordinary	100%
Aciem Group Limited (100% owned by MTD South West Ltd)	Unit 700 Bretton Park Way, Dewsbury, England, WF12 9BS	Ordinary	100%

Page 40


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Subsidiary undertakings (continued)

Name

Registered office

Class of shares

Holding

Prime Pumps Limited	C/o Ross-Shire Engineering Limited, Muir of Ord Industrial Estate, Ross-Shire, IV6 7UA	Ordinary	100%
RSE Control Systems Limited	C/o Ross-Shire Engineering Limited, Muir of Ord Industrial Estate, Ross-Shire, IV6 7UA	Ordinary	100%
Wilford Limited (100% owned by RSE Control Systems Limited)	Queens Drive, Nottingham, NG2 3AY	Ordinary	100%
Blackburn Starling & Company Limited (100% owned by Wilford Limited)	Queens Drive, Nottingham, NG2 3AY	Ordinary	100%
General Panel Systems Limited	Unit 3 St Philips Central Albert Road, St. Philips, Bristol, England, BS2 0XJ	Ordinary	100%
GPS Links Limited (80% owned by General Panel Systems Limited)	Unit 3 St Philips Central Albert Road, St. Philips, Bristol, England, BS2 0XJ	Ordinary	80%
North Hill Limited (100% owned by RSE Control Systems Limited)	Control Works Treefield, Industrial Estate Gildersome, Leeds, West Yorkshire, LS27 7JU	Ordinary	100%
Technical Control Systems Limited (100% owned by RSE Control Systems Limited)	Control Works Treefield, Industrial Estate Gildersome, Leeds, West Yorkshire, LS27 7JU	Ordinary	100%
Amber Integrated Controls and Automation Limited (100% owned by Technical Control Systems Limited)	Unit 3 Belbins Business Park, Cupernham Lane, Romsey, Hampshire, SO51 7JF	Ordinary	100%
Saftronics Group Limited (100% owned by RSE Control Systems Limited)	Pearson Street, Leeds, West Yorkshire, LS10 1BQ	Ordinary	100%
Saftronics Holdings Limited (100% owned by Saftonics Group Limited)	Pearson Street, Leeds, West Yorkshire, LS10 1BQ	Ordinary	100%
Saftronics Limited (100% owned by Saftonics Holdings Limited)	Pearson Street, Leeds, West Yorkshire, LS10 1BQ	Ordinary	100%
Sheers Limited	Unit G7, Morton Park Way, Darlington, County Durham, DL1 4PQ	Ordinary	100%
GES Holdco Limited	Unit 17 Riverside Way, Ravensthorpe Industrial Estate, Dewsbury, England, WF13 3LG	Ordinary	75%

Page 41


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Subsidiary undertakings (continued)

Name

Registered office

Class of shares

Holding

Greenacre Environmental System Limited (100% owned by GES Holdco Limited)	Unit 17 Riverside Way, Ravensthorpe Industrial Estate, Dewsbury, England, WF13 3LG	Ordinary	75%
W.E.S. Limited	Precision House, Rankine Road, Basingstoke, Hampshire, RG24 8PP	Ordinary	100%
Weschem Limited (100% owned by W.E.S. Ltd)	Precision House, Rankine Road, Basingstoke, Hampshire, RG24 8PP	Ordinary	100%
Watermech Services Limited (100% owned by W.E.S. Ltd)	Precision House, Rankine Road, Basingstoke, Hampshire, England, RG24 8PP	Ordinary	100%
Chem Resist Holdings Limited	Britannia House Lock Way, Ravensthorpe Industrial Estate, Dewsbury, West Yorkshire, WF13 3SX	Ordinary	75%
Chem Resist Group Limited (100% owned by Chem Resist Holdings Limited)	Britannia House Lock Way, Ravensthorpe Industrial Estate, Dewsbury, West Yorkshire, WF13 3SX	Ordinary	75%
Chem-Resist Plastic Fabrications Limited (100% owned by Chem Resist Group Limited)	Britannia House Lock Way, Ravensthorpe Industrial Estate, Dewsbury, West Yorkshire, WF13 3SX	Ordinary	75%
Chem-Resist (N.E.) Limited (100% owned by Chem Resist Group Limited)	Britannia House Lock Way, Ravensthorpe Industrial Estate, Dewsbury, West Yorkshire, WF13 3SX	Ordinary	75%
A.C.E. Industrial Plastics Limited	Britannia House Lock Way, Ravensthorpe Industrial Estate, Dewsbury, West Yorkshire, WF13 3SX	Ordinary	75%
Trifoliata Ltd	Mansefield House, Muir of Ord Industrial Estate, Muir of Ord, Ross-Shire, United Kingdom, IV6 7UA	Ordinary	75%
Biomatrix Water Solutions Ltd (100% owned by Trifoliata Ltd)	Mansefield House, Muir of Ord Industrial Estate, Muir of Ord, Ross-Shire, United Kingdom, IV6 7UA	Ordinary	75%
Biomatrix B.V. (100% owned by Trifoliata Ltd)	Agora 4, 8934CJ LEEUWARDEN, Friesland, Netherlands	Ordinary	75%

Page 42


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Subsidiary undertakings (continued)

Name

Registered office

Class of shares

Holding

Aquazone Group Limited	Unit 20 Brinell Way, Harfreys Industrial Estate, Great Yarmouth, Norfolk, United Kingdom, NR31 0LU	Ordinary	75%
Aquazone Limited (100% owned by Aquazone Group Limited)	Unit 20 Brinell Way, Harfreys Industrial Estate, Great Yarmouth, Norfolk, United Kingdom, NR31 0LU	Ordinary	75%
Rolla Holdings Limited	Atlas Mill Road, Brighouse, West Yorkshire, HD6 1ES	Ordinary	75%
Rolla Limited (100% owned by Rolla Holdings Limited)	Atlas Mill Road, Brighouse, West Yorkshire, HD6 1ES	Ordinary	75%
Rolla Distribution Systems Limited (100% owned by Rolla Limited)	Atlas Mill Road, Brighouse, West Yorkshire, HD6 1ES	Ordinary	75%

For their respective years ended 31 March 2025 the following subsidiaries are entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies via issuance of a section 479C guarantee:

18.	Stocks
		Group	Group
		2025	2024
		£000	£000

Finished goods and goods for resale	4,924	1,523
	4,924	1,523

Page 43


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

19.	Debtors

Group	Group	Company	Company
2025	2024	2025	2024
£000	£000	£000	£000


Trade debtors	40,996	33,303	-	-
Amounts owed by group undertakings	-	-	89,192	81,610
Other debtors	5,631	1,616	32	48
Prepayments and accrued income	2,461	1,476	-	-
Amounts recoverable on long-term contracts	14,211	11,296	-	-
Tax recoverable	1,436	2,647	-	-
Deferred taxation	3,808	-	-	-
	68,543	50,338	89,224	81,658

20.	Cash and cash equivalents
		Group	Group
		2025	2024
		£000	£000

Cash at bank and in hand	25,645	12,015
	25,645	12,015

The overdraft facility in Broadway Bidco Limited is an integral part of the group's cash management and therefore, has been classified as cash and cash equivalents.

21.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£000	£000	£000	£000

Trade creditors	27,160	14,706	-	-
Corporation tax	9,732	3,201	1,806	-
Other taxation and social security	5,866	5,572	-	-
Obligations under finance lease and hire purchase contracts	824	721	-	-
Other creditors	11,052	6,072	-	-
Bank loans	4,444	4,444	-	-
Amounts owed to group undertakings	-	-	37	171
Accruals and deferred income	18,318	14,470	221	133
	77,396	49,186	2,064	304

Page 44


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

22.	Creditors: Amounts falling due after more than one year
		Group	Group
		2025	2024
		£000	£000

Bank loans	61,111	44,444
Net obligations under finance leases and hire purchase contracts	1,663	1,484
Other loans	70,702	65,354
Option creditors	7,939	7,215
	141,415	118,497

Bank borrowings are secured by a floating charge over certain companies within the group including a group overdraft facility.

The long term loan has an interest rate of 10% per annum on a compounding basis and is repayable in full in August 2028, or prior to that date if the group is sold.

Included within Other Loans are A Loan Notes and B Preference Shares. The A Loan Notes and the B Preference Shares are treated pari passu, save where otherwise specifically provided. All liabilities (or to be owed) by Topco pursuant to the B Preference Shares issued by Broadway Topco Limited and under the A Loan Notes issued by Broadway Midco Limited shall rank pari passu between themselves and without any preference between them save for proceeds upon an event. On an event, including an exit, proceeds are to be distributed to the A Loan Note holders in priority to the Preference shareholders.

Page 45


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

23.	Bank loans
	Analysis of the maturity of loans is given below:
		Group	Group
		2025	2024
		£000	£000

Amounts falling due within one year
Bank loans	4,444	4,444
	4,444	4,444
Amounts falling due 1-2 years
Bank loans	4,444	4,444
	4,444	4,444
Amounts falling due 2-5 years
Bank loans	56,667	40,000
	56,667	40,000

	65,555	48,888

Loans included in the balance sheet at 31 March 2025 are as follows:

∙£20m Term Loan A. This loan is repaid in quarterly intalments of £1,111,111 with the final repayment due 18 August 2028

∙£20m Term Loan B. This loan is due to be repaid in one instalment of £20m on 18 August 2028

∙£10m RCF. This is a revolving loan facility with no fixed amortisation schedule, which can be repaid and then re-drawn up to a maximum of £10m throughout the life of the facility. Any amounts outstanding at 18 August 2028 will be repaid in full.

Both Term Loan A and Term Loan B as well as the RCF attract interest at a daily non-cumulative compounded RFR rate plus margin. The margin is dependent upon the adjusted net leverage of the group and is determined on a quarterly basis. The average margin applied for the period was 3.48%.

Page 46


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

24.	Hire purchase and finance leases
	Minimum lease payments under hire purchase fall due as follows:
		Group	Group
		2025	2024
		£000	£000

Within one year	824	721
Between 1-5 years	1,663	1,484
	2,487	2,205

Obligations under finance leases and hire purchase contracts are secured against the assets to which they relate.

25.	Financial instruments
		Group	Group	Company	Company
		2025	2024	2025	2024
		£000	£000	£000	£000

	Financial assets
	Financial assets that are debt instruments measured at amortised cost	74,733	57,541	32	-

	Financial liabilities
	Financial liabilities measured at amortised cost	56,530	36,929	221	-

	Financial assets that are debt instruments measured at amortised cost comprise trade debtors, other debtors, accrued income and cash and cash equivalents.
	Financial liabilities measured at amortised cost comprise trade creditors, other creditors and accruals.

Page 47


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

26.	Deferred taxation
	Group

	2025	2024
	£000	£000

At beginning of year	944	-
Charged to profit or loss	(4,751)	944
At end of year	(3,807)	944

The deferred taxation balance is made up as follows:
	Group	Group
	2025	2024
	£000	£000

	Accelerated capital allowances	(3,808)	944
		(3,808)	944

Page 48


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

27.	Share capital
		2025	2024
		£000	£000

Allotted, called up and fully paid

373,152 (2024 - 373,152) A Ordinary shares of £0.01 each	4	4
373,152 (2024 - 373,152) B Ordinary shares of £0.01 each	4	4
43,430 (2024 - 43,430) C Ordinary shares of £0.01 each	-	-
9,129 (2024 - 9,129) D Ordinary shares of £0.01 each	-	-
18,566 (2024 - 18,566) E1 Ordinary shares of £0.01 each	-	-
32,571 (2024 - 32,571) E2 Ordinary shares of £0.01 each	-	-
97,500 (2024 - 50,000) F Ordinary shares of £0.01 each	1	1

	9	9

During the period, the company allotted and issued the following shares:

∙32,500 £0.01 F Ordinary Shares for a premium of £0.99 per share

Preference shares rank ahead of Ordinary Shares in terms of income rights, all Ordinary shares rank pari passu.

Preference shares do not carry any voting rights but are entitled to a preference share dividend of 10% which accrues on a compounding basis, and is paid upon the date of redemption of buy back of the relevant B Preference shares to which it relates.

The Preference shares will be redeemed on the 7th anniversary of the date of completion if there is not an event prior to that date.

The Preference shares have been classified as debt.

28.

Reserves

Share premium account

The share premium account represents the excess of par value received for the ordinary share capital on initial issue of shares. This reserve is non-distributable.

Profit and loss account

Profit and loss reserves represent cumulative distributable reserves.

Page 49


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

29.	Business combinations

During the year, Ross-Shire Engineering Limited acquired share capital in Trifoliata Limited, Rolla

Holdings Limited, OSS Software Limited, Aquazone Group Limited and their subsidiaries.

Acquisition of 75% of the share capital in Rolla Holdings Limited and its subsidiaries
Recognised amounts of identifiable assets acquired and liabilities assumed
	Book value	Fair value adjustments	Fair value
	£000	£000	£000

Fixed Assets
Tangible	880	-	880
	880	-	880
Current Assets
Stocks	186	-	186
Debtors	1,205	-	1,205
Cash at bank and in hand	292	-	292
Total Assets	2,563	-	2,563
Creditors
Due within one year	(1,546)	-	(1,546)
Total Identifiable net assets	1,017	-	1,017


	Goodwill	59
	Total purchase consideration	1,076

	Consideration
					£000


	Cash	750
	Deal fees and stamp duty	76
	Option creditors	250
	Total purchase consideration	1,076

Page 50


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

29.Business combinations (continued)

	Cash outflow on acquisition
					£000


	Purchase consideration settled in cash, as above	(750)
		(750)
	Less: Cash and cash equivalents acquired	292
	Net cash outflow on acquisition	(458)

Acquisition of 60% of the share capital of OSS Software Limited and its subsidiaries
Recognised amounts of identifiable assets acquired and liabilities assumed
	Book value	Fair value adjustments	Fair value
	£000	£000	£000

Fixed Assets
Tangible	11	-	11
	11	-	11
Current Assets
Stocks	67	-	67
Debtors	297	-	297
Cash at bank and in hand	391	-	391
Total Assets	766	-	766
Creditors
Due within one year	(155)	-	(155)
Deferred taxation	(1)	-	(1)
Total Identifiable net assets	610	-	610


	Goodwill	443
	Total purchase consideration	1,053

	Consideration
					£000


	Cash	600
	Stamp duty	53
	Other	400
	Total purchase consideration	1,053

Page 51


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

29.Business combinations (continued)


					£000


	Purchase consideration settled in cash, as above	(600)
		(600)
	Less: Cash and cash equivalents acquired	391
	Net cash outflow on acquisition	(209)

Acquisition of 75% of the share capital of Trifoliata Ltd and its subsidiaries
Recognised amounts of identifiable assets acquired and liabilities assumed
	Book value	Fair value adjustments	Fair value
	£000	£000	£000

Fixed Assets
Tangible	49	-	49
	49	-	49
Current Assets
Stocks	105	-	105
Debtors	650	-	650
Cash at bank and in hand	6,040	-	6,040
Total Assets	6,844	-	6,844
Creditors
Due within one year	(593)	-	(593)
Total Identifiable net assets	6,251	-	6,251


	Goodwill	8,691
	Total purchase consideration	14,942

	Consideration
					£000


	Cash	11,275
	Deal fees and stamp duty	67
	Option creditors	3,600
	Total purchase consideration	14,942

Page 52


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

29.Business combinations (continued)


					£000


	Purchase consideration settled in cash, as above	(11,275)
		(11,275)
	Less: Cash and cash equivalents acquired	6,040
	Net cash outflow on acquisition	(5,235)

Acquisition of 75% of the share capital in Aquazone Group Limited and its subsidiaries
Recognised amounts of identifiable assets acquired and liabilities assumed
	Book value	Fair value adjustments	Fair value
	£000	£000	£000

Fixed Assets
Tangible	523	-	523
	523	-	523
Current Assets
Stocks	2,727	-	2,727
Debtors	476	-	476
Cash at bank and in hand	(52)	-	(52)
Total Assets	3,674	-	3,674
Creditors
Due within one year	(1,256)	-	(1,256)
Due after more than one year	(82)	-	(82)
Total Identifiable net assets	2,336	-	2,336


	Goodwill	4,540
	Total purchase consideration	6,876

	Consideration
					£000


	Cash	4,133
	Deal fees and stamp duty	27
	Option creditors	2,716
	Total purchase consideration	6,876

Page 53


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

29.Business combinations (continued)

	Cash outflow on acquisition
					£000


	Purchase consideration settled in cash, as above	(4,133)
		(4,133)
	Less: Cash and cash equivalents acquired	(52)
	Net cash outflow on acquisition	(4,185)

The goodwill arising on acquisition is attributable to ... ...

30.	Capital commitments
	At 31 March 2025 the group had capital commitments as follows:
		Group	Group
		2025	2024
		£000	£000

Contracted for but not provided in these financial statements

544

31.	Pension commitments

The group contributes to 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 £3,780k (2024 - £1,612k).

Contributions totaling £523k (2024 - £482k) were payable to the fund at the balance sheet date and are included in creditors.

32.	Commitments under operating leases
	At 31 March 2025 the group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2025	2024
		£000	£000

Not later than 1 year	2,735	2,006
Later than 1 year and not later than 5 years	9,409	8,475
Later than 5 years	7,287	7,963
	19,431	18,444

Page 54


BROADWAY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

33.

Related party transactions

During the year the parent company had net sales & purchases of £5.0m (2024: £3.45m) and the group had net sales & purchases of £6.2m (2024: £4.22m) from fellow subsidiaries that are not 100% owned within the overall group. The net receivables balance with these companies at the year end is £13.3m (2024 - £5.7m net receivable).

During the year the group incurred sales and costs from companies which are controlled by members of

the MacGregor family as follows:

34.	Post balance sheet events

Since the financial year end there has been no acquisition activity, significant hires to the business, material capital purchases or capital restructuring.

35.	Controlling party

The directors do not consider there to be an ultimate controlling party of Broadway Topco Limited.

Page 55