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iso4217:GBP xbrli:pure
Registered number: SC771084














BROADWAY BIDCO LIMITED





ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

 
BROADWAY BIDCO LIMITED
 

COMPANY INFORMATION


Directors
I R MacGregor 
A W Dallas 
M J Mathers 
S J Slessor 
M J Tinning (resigned 7 June 2024)




Registered number
SC771084



Registered office
C/O Ross-Shire Engineering Limited
Muir Of Ord Industrial Estate

Muir Of Ord

Ross-Shire

IV6 7UA




Independent auditors
Anderson Anderson & Brown Audit LLP

Kingshill View

Prime Four Business Park

Kingswells

Aberdeen

AB15 8PU





 
BROADWAY BIDCO LIMITED
 

CONTENTS



Page
Group strategic report
1 - 2
Directors' report
3 - 8
Directors' responsibilities statement
9
Independent auditor's report
10 - 13
Consolidated statement of comprehensive income
14
Consolidated balance sheet
15 - 16
Company balance sheet
17
Consolidated statement of changes in equity
18
Company statement of changes in equity
19
Notes to the financial statements
20 - 51


 
BROADWAY BIDCO LIMITED
 

GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MARCH 2025

Introduction
 
Broadway Bidco 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"). 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
 
The results for RSE to the year ended 31 March 2025 reflect 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.

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 provides 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 future 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.

Page 1

 
BROADWAY BIDCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025

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.  

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 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 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 2

 
BROADWAY BIDCO LIMITED
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2025

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

Results and dividends

The loss for the period, after taxation, amounted to £5,539k (2024 - loss £9,959k).


Directors

The directors who served during the period were:

I R MacGregor 
A W Dallas 
M J Mathers 
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 standard integrated product solutions. 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 Envoy group, via interactive feedback sessions.

Engagement with suppliers, customers and others

Broadway Bidco’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 3

 
BROADWAY BIDCO LIMITED
 

DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD 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 4

 
BROADWAY BIDCO LIMITED
 

DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD 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.

ole7611.png

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 method Scope 2 emissions factor. This is due to unavailability of data for market-based emissions. 

ole09be.png

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.

Page 5

 
BROADWAY BIDCO LIMITED
 

DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025

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.

Page 6

 
BROADWAY BIDCO LIMITED
 

DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025

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. 

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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. 

Page 7

 
BROADWAY BIDCO LIMITED
 

DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025

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 8

 
BROADWAY BIDCO LIMITED
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD 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; and

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 2006They 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 9

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

Opinion


We have audited the financial statements of Broadway Bidco Limited (the 'parent company') and its subsidiaries (the 'Group') for the period ended 31 March 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for 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 10

 
BROADWAY BIDCO LIMITED
 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BROADWAY BIDCO 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 ReportOur 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 period 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 9, 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 11

 
BROADWAY BIDCO LIMITED
 

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


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 2006Our 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.


Page 12

 
BROADWAY BIDCO LIMITED
 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BROADWAY BIDCO LIMITED (CONTINUED)




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 13

 
BROADWAY BIDCO LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2025

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

  

Turnover
 4 
307,001
179,505

Cost of sales
  
(224,846)
(136,798)

Gross profit
  
82,155
42,707

Administrative expenses
  
(69,671)
(37,831)

Exceptional items
  
-
(1,300)

Other operating income
 5 
1,150
903

Operating profit
 6 
13,634
4,479

Interest receivable and similar income
 9 
-
8

Interest payable and similar expenses
 10 
(17,998)
(11,129)

Loss before taxation
  
(4,364)
(6,642)

Tax on loss
 11 
(1,175)
(3,317)

Loss for the financial period
  
(5,539)
(9,959)

(Loss) for the period attributable to:
  

Owners of the parent company
  
(5,539)
(9,959)

  
(5,539)
(9,959)

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

The notes on pages 20 to 51 form part of these financial statements.

Page 14

 
BROADWAY BIDCO LIMITED
REGISTERED NUMBER:SC771084

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
26,664

  
188,821
175,871

Current assets
  

Stocks
 18 
4,924
1,525

Debtors: amounts falling due within one year
 19 
66,018
49,110

Cash at bank and in hand
 20 
25,645
12,015

  
96,587
62,650

Creditors: amounts falling due within one year
 21 
(70,781)
(47,674)

Net current assets
  
 
 
25,806
 
 
14,976

Total assets less current liabilities
  
214,627
190,847

Creditors: amounts falling due after more than one year
 22 
(230,849)
(199,976)

Provisions for liabilities
  

Deferred taxation
 26 
-
(944)

  
 
 
-
 
 
(944)

Net liabilities
  
(16,222)
(10,073)


Capital and reserves
  

Called up share capital 
 27 
4
4

Share premium account
 28 
416
416

Profit and loss account
 28 
(16,642)
(10,493)

Equity attributable to owners of the parent company
  
(16,222)
(10,073)


Page 15

 
BROADWAY BIDCO LIMITED
REGISTERED NUMBER:SC771084

CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2025

As permitted by s480 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 £13,774k (2024 - £10,301k).
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 20 to 51 form part of these financial statements.

Page 16

 
BROADWAY BIDCO LIMITED
REGISTERED NUMBER:SC771084

COMPANY BALANCE SHEET
AS AT 31 MARCH 2025

2025
2024
Note
£000
£000

Fixed assets
  

Investments
 17 
184,044
184,044

  
184,044
184,044

Current assets
  

Debtors: amounts falling due within one year
 19 
5,306
1,406

  
5,306
1,406

Creditors: amounts falling due within one year
 21 
(9,993)
(5,850)

Net current liabilities
  
 
 
(4,687)
 
 
(4,444)

Total assets less current liabilities
  
179,357
179,600

  

Creditors: amounts falling due after more than one year
 22 
(203,012)
(189,481)

  

Net liabilities
  
(23,655)
(9,881)


Capital and reserves
  

Called up share capital 
 27 
4
4

Share premium account
 28 
416
416

Profit and loss account
 28 
(24,075)
(10,301)

  
(23,655)
(9,881)


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 20 to 51 form part of these financial statements.

Page 17

 
BROADWAY BIDCO LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD 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
-
-
-
-
-


Comprehensive income for the period

Loss for the period
-
-
(9,959)
(9,959)
(9,959)

Dividends: Equity capital
-
-
(534)
(534)
(534)

Shares issued during the period
4
416
-
420
420



At 1 April 2024
4
416
(10,493)
(10,073)
(10,073)


Comprehensive income for the period

Loss for the period
-
-
(5,539)
(5,539)
(5,539)

Dividends: Equity capital
-
-
(610)
(610)
(610)


At 31 March 2025
4
416
(16,642)
(16,222)
(16,222)


The notes on pages 20 to 51 form part of these financial statements.

Page 18

 
BROADWAY BIDCO LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD 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
-
-
-
-


Comprehensive income for the period

Loss for the period
-
-
(10,301)
(10,301)

Shares issued during the period
4
416
-
420



At 1 April 2024
4
416
(10,301)
(9,881)


Comprehensive income for the period

Loss for the period
-
-
(13,774)
(13,774)


At 31 March 2025
4
416
(24,075)
(23,655)


The notes on pages 20 to 51 form part of these financial statements.

Page 19

 
BROADWAY BIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

1.


General information

Broadway Bidco 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

Financial Reporting Standard 102 - reduced disclosure exemptions

The group has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": 
the requirements of Section 7 Statement of Cash Flows
the requirement of Section 3 Financial Statement Presentation paragraph 3.17 (d); and
the requirements of Section 33 Related Party Dislosures paragraph 33.7.

This information is included in the consolidated financial statements of Broadway Topco Limited as at 31 March 2025 and these financial statements can be obtained from Companies House. 

 
2.3

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.

Page 20

 
BROADWAY BIDCO LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.4

Going concern

At the balance sheet date, the group had net liabilities of £16.2m (2024 - £10.1m) and net current assets of £25.8m (2024 - net assets £15.0m).  There is a significant intercompany balance due by Broadway Bidco Limited to parent companies within the group totalling £159.3m (2024 - £145.0m) that creates the net liability position. This balance is made up of a mixture of loans contractually due for repayment upon sale of the business or if earlier in 2030, and loans contractually repayable on demand, where in substance the intention is to settle upon sale of the business. Therefore, there is no short to mid-term cash flow risk associated with this balance.   
At the balance sheet date, the company had net liabilities of £23.7m (2024 - £9.9m) and net current liabilities of £4.7m (2024 - £4.4m). Included in this position are bank loans totalling £61.1m (2024 - £48.9m), of which £4.4m (2024 - £4.4m) is due within 1 year and £61.1m (2024 - £44.5m) due after 1 year, and an intercompany balance due to the parent company of £141.9m (2024 - £145.0m). The intercompany balance is a result of the acquisition of the RSE group of companies which was funded through other parent companies of Broadway Bidco Limited. As explained above, the intercompany balance is not intended to be settled until the group is sold and therefore there is no short to mid-term cash impact of this balance.  
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 group of companies having a net consolidated cash balance of £30.4m (2024 - £13.1m).

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 21

 
BROADWAY BIDCO LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.5

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'.

 
2.6

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 22

 
BROADWAY BIDCO LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.7

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 the contract activity progresses. Turnover is calculated as that proportion of the total contract value which costs incurred to date bear to total expected costs for that contract. Revenues derived from variations on contracts are recognised only when they have been accepted by the customer or there is a reasonable degree of certainty that they will be accepted. Full provision is made for losses on all contracts in the year in which they are first foreseen. 

Amounts recoverable on contracts are included in debtors and represent turnover recognised in excess of payments on account. The excess of payments on accounts over the value of the work done on individual contracts is included in creditors. 

 
2.8

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.

 
2.9

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.

 
2.10

Interest income

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

 
2.11

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.

 
2.12

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.

Page 23

 
BROADWAY BIDCO LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.13

Current and deferred taxation

The tax expense for the period 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.


 
2.14

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.

 
2.15

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.

Page 24

 
BROADWAY BIDCO LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.16

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 follows:.

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.

 
2.17

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.18

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.

 
2.19

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.

 
2.20

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.

Page 25

 
BROADWAY BIDCO LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.21

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.

 
2.22

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.

 
2.23

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.

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.
Page 26

 
BROADWAY BIDCO LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

2.Accounting policies (continued)


2.23
Financial instruments (continued)


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.

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.

 
2.24

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.

Page 27

 
BROADWAY BIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

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.


4.


Turnover

Analysis of turnover by country of destination:

31 March
31 March
2025
2024
£000
£000

United Kingdom
304,058
176,772

Rest of the world
2,943
2,733

307,001
179,505



5.


Other operating income

31 March
31 March
2025
2024
£000
£000

Government grants receivable
1,119
745

Sundry income
31
158

1,150
903


Page 28

 
BROADWAY BIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

6.


Operating profit

The operating profit is stated after charging:

31 March
31 March
2025
2024
£000
£000

Amortisation of intangibles
15,650
12,476

Exchange differences
79
(249)

Other operating lease rentals
2,524
307

Depreciation - owned
2,931
1,505

Depreciation - financed
901
487

Loss on sale of tangible assets
(25)
6


7.


Auditor's remuneration

During the period, the Group obtained the following services from the company's auditor and its associates:


31 March
31 March
2025
2024
£000
£000

Fees payable to the company's auditor and its associates for the audit of the consolidated and parent company's financial statements
140
124

Fees payable to the company's auditor and its associates in respect of:

All non-audit services
159
114

Page 29

 
BROADWAY BIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 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
52,862

Social security costs
9,842
6,576

Cost of defined contribution scheme
3,780
1,612

100,812
61,050


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



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









Executive
7
7
7
7



Management
33
8
-
-



Administration
1,505
1,376
-
-



Operations
179
155
-
-

1,724
1,546
7
7

This Company has no employees other than the directors, who did not receive any remuneration within this entity. 


9.


Interest receivable

31 March
31 March
2025
2024
£000
£000


Other interest receivable
-
3

Bank interest receivable
-
5

-
8

Page 30

 
BROADWAY BIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

10.


Interest payable and similar expenses

31 March
31 March
2025
2024
£000
£000


Bank interest payable
4,093
2,624

Other interest payable
13,640
8,421

Finance leases and hire purchase contracts
265
84

17,998
11,129


11.


Taxation


31 March
31 March
2025
2024
£000
£000

Corporation tax


Current tax on profits for the year
6,847
3,891

Adjustments in respect of previous periods
(883)
(16)


5,964
3,875


Total current tax
5,964
3,875

Deferred tax


Origination and reversal of timing differences
(4,556)
(558)

Adjustments in respect of previous periods
(233)
-

Total deferred tax
(4,789)
(558)


Tax on loss
1,175
3,317
Page 31

 
BROADWAY BIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025
 
11.Taxation (continued)


Factors affecting tax charge for the period

The tax assessed for the period is higher than (2024 - higher than) the standard rate of corporation tax in the UK of  25% (2024 - 25%). The differences are explained below:

31 March
31 March
2025
2024
£000
£000


Loss on ordinary activities before tax
(4,364)
(6,642)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
(1,091)
(1,661)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
7,028
2,291

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
-
(47)

Capital allowances for period in excess of depreciation
(441)
(2)

Exempt ABGH distributions
(1,667)
-

R&D tax credits
(118)
-

Non-taxable income
-
240

Adjustments to tax charge in respect of previous period
(883)
(16)

Adjustments to tax charge in respect of previous period for deferred tax
-
(63)

Movement in deferred tax not recognised
(1,641)
2,575

Other tax adjustments, relief's and transfers
(12)
-

Total tax charge for the period
1,175
3,317

Page 32

 
BROADWAY BIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025
 
11.Taxation (continued)


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.


12.


Dividends

2025
2024
£000
£000


Equity dividends on ordinary shares
610
534

610
534

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


13.


Exceptional items

31 March
31 March
2025
2024
£000
£000


Exceptional items
-
1,300

-
1,300

Exceptional items in the prior year 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 period was £13,774k (2024 - loss £10,301k).

Page 33

 
BROADWAY BIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

15.


Intangible assets

Group





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 period 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 34

 
BROADWAY BIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

16.


Tangible fixed assets

Group






Freehold property
Long-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Other fixed assets
Total

£000
£000
£000
£000
£000
£000
£000



Cost or valuation


At 1 April 2024
10,168
7,993
15,095
3,417
4,179
1,893
42,745


Additions
2,181
94
6,868
1,112
1,102
467
11,824


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 period on owned assets
376
426
1,268
193
668
-
2,931


Charge for the period on financed assets
-
-
340
561
-
-
901


Disposals
-
-
(63)
(248)
(21)
-
(332)


Transfers between classes
(209)
254
(412)
367
-
-
-


On 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
8,702
6,550
6,184
1,777
1,558
1,893
26,664

Page 35

 
BROADWAY BIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 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
184,044



At 31 March 2025
184,044




Page 36

 
BROADWAY BIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holding

Ross-Shire Engineering Limited
Muir of Ord Industrial Estate, Great North Road, Muir of Ord, Ross shire, IV67UA
Ordinary
100%
RSE Control Systems Limited
Muir of Ord Industrial Estate, Great North Road, Muir of Ord, Ross shire, IV67UA
Ordinary
100%
Saftronics Group Limited (100% owned by RSE Control Systems Limited)
Pearson Street, Leeds,West Yorks, LS10 1BQ
Ordinary
100%
Saftronics Holdings Limited (100% owned by Saftronics Group Limited)
Pearson Street, Leeds,West Yorks, LS10 1BQ
Ordinary
100%
Saftronics Limited (100% owned by Saftronics Holdings Limited)
Pearson Street, Leeds,West Yorks, LS10 1BQ
Ordinary
100%
MTD South West Ltd
Pows Orchard, Misomer Norton, 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%
Murray Technical Services Limited
Unit E2 Premier Centre, Abbey Park Industrial Estate, Premier Way,Romsey, England
Ordinary
75%
Sheers Limited
Unit G7, Morton ParkWay, Darlington, CountyDurham, DL1 4PQ
Ordinary
100%
W.E.S. LTD.
Precision House,Rankine Road,Basingstoke, Hampshire,RG24 8PP
Ordinary
100%
Weschem Ltd. (100% owned by W.E.S. LTD.)
Precision House,Rankine Road,Basingstoke, Hampshire,RG24 8PP
Ordinary
100%
Watermech Services Ltd. (100% owned by W.E.S LTD.)
Precision House,Rankine Road,Basingstoke, Hampshire,RG24 8PP
Ordinary
100%
Prime Pumps Limited
Muir of Ord Industrial Estate, Great North Road, Muir of Ord, Ross shire, IV67UA
Ordinary
100%
North Hill Limited (100% owned by RSE Control Systems Limited)
Control Works Treefield,Industrial EstateGildersome, Leeds,West Yorkshire, LS277JU
Ordinary
100%
Page 37

 
BROADWAY BIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025
Subsidiary undertakings (continued)


Name

Registered office

Class of shares

Holding

Technical Control Systems Limited (100% owed by North Hill Limited)
Control Works Treefield,Industrial EstateGildersome, Leeds,West Yorkshire, LS277JU
Ordinary
100%
Amber Integrated Controls and Automation Limited (100% owned by Technical Control Systems Limited)
Unit 3 Belbins BusinessPark, Cupernham Lane,Romsey, Hampshire,SO51 7JF
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 (100% owned by RSE Control Systems Limited)
Unit 3 St Philips Central,Albert Road, Bristol,England, BS2 0XJ
Ordinary
100%
GPS Links Limited (80% owned by General Panel Systems Limited)
Unit 3 St Philips Central,Albert Road, Bristol,England, BS2 0XJ
Ordinary
80%
DPS Group Ltd
Unit 1 Lomond BusinessPark, Baltimore Road,Glenrothes, Scotland,KY6 2PJ
Ordinary
100%
DP Services (Holdings) Ltd (100% owned by DPS Group Ltd)
Unit 1 Lomond BusinessPark, Baltimore Road,Glenrothes, Scotland,KY6 2PJ
Ordinary
100%
DP Systems (Scotland) Limited (100% owned by DPS Group Ltd)
Unit 1 Lomond BusinessPark, Baltimore Road,Glenrothes, Scotland,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 (60% owned by OSS Software Limited)
Wyastone Business Park, Wyastone Leys, Monmouth, Gwent, NP25 3SR
Ordinary
60%
GES Holdco Ltd
Unit 17 Riverside WayRavensthorpe IndustrialEstate, Dewsbury,England, WF13 3LG
Ordinary
75%
Greenacre Environmental Systems Limited (100% owned by GES Holdco Limited)
Unit 17 Riverside Way, Ravensthorpe Industrial Estate, Dewsbury, England, WF13 3LG
Ordinary
75%
Page 38

 
BROADWAY BIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025
Subsidiary undertakings (continued)


Name

Registered office

Class of shares

Holding

Chem Resist Holdings Limited
Britannia House LockWay, RavensthorpeIndustrial Estate,Dewsbury, WestYorkshire, WF13 3SX
Ordinary
75%
Chem Resist Group Limited (100% owned by Chem Resist Holdings Limited)
Britannia House LockWay, RavensthorpeIndustrial Estate,Dewsbury, WestYorkshire, WF13 3SX
Ordinary
75%
Chem-Resist (N.E.) Limited (100% owned by Chem Resist Group Limited)
Britannia House LockWay, RavensthorpeIndustrial Estate,Dewsbury, WestYorkshire, WF13 3SX
Ordinary
75%
A.C.E. Industrial Plastics Limited (100% owned by Chem Resist Group Limited)
Britannia House LockWay, RavensthorpeIndustrial Estate,Dewsbury, WestYorkshire, WF13 3SX
Ordinary
75%
Chem-Resist Plastic Fabrications Ltd (100% owned by Chem Resist Group Limited)
Britannia House LockWay, RavensthorpeIndustrial Estate,Dewsbury, WestYorkshire, 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%
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%
Page 39

 
BROADWAY BIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025
Subsidiary undertakings (continued)


Name

Registered office

Class of shares

Holding

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 Limite (100% owned by Rolla Limited)
Atlas Mill Road, Brighouse, West Yorkshire, HD6 1ES
Ordinary
75%



18.


Stocks

Group
Group
2025
2024
£000
£000

Inventory held for manufacture and resale
4,924
1,525

4,924
1,525


Page 40

 
BROADWAY BIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 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
-
-
-
776

Other debtors
3,086
1,710
59
16

Prepayments and accrued income
2,461
1,476
660
614

Amounts recoverable on long-term contracts
14,211
11,298
-
-

Tax recoverable
1,456
1,323
-
-

Deferred taxation
3,808
-
4,587
-

66,018
49,110
5,306
1,406


Amounts owed by group undertakings are unsecured, interest free and repayable on demand.


20.


Cash and cash equivalents

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

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

Less: bank overdrafts
-
-
(4,745)
(1,090)

25,645
12,015
(4,745)
(1,090)


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
3,962
1,819
-
-

Other taxation and social security
5,865
5,572
-
-

Obligations under finance lease and hire purchase contracts
824
721
-
-

Other creditors
11,053
6,074
-
-

Bank overdrafts
-
-
4,745
1,090

Other loans
4,444
4,444
4,444
4,444

Accruals and deferred income
17,473
14,338
804
316

70,781
47,674
9,993
5,850


Page 41

 
BROADWAY BIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

22.


Creditors: Amounts falling due after more than one year

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

Bank loans
56,667
40,000
56,668
40,000

Other loans
4,444
4,444
4,444
4,444

Net obligations under finance leases and hire purchase contracts
1,663
1,484
-
-

Amounts owed to group undertakings
159,255
145,036
141,900
145,037

Other creditors
881
1,797
-
-

Accruals and deferred income
7,939
7,215
-
-

230,849
199,976
203,012
189,481


Amounts owed to group undertakings are unsecured, interest free and repayable on demand.


23.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2025
2024
2025
2024
£000
£000
£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
65,555
48,888


As noted, a transaction in the prior period, 18 August 2023 resulted in a change in ownership along with a new banking facility with its parent company, Broadway Holdco Limited, and certain companies within the RSE group.  The following loans were drawn:

£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 42

 
BROADWAY BIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 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
72,188
57,541
125
16


Financial liabilities

Financial liabilities measured at amortised cost
55,686
36,929
6
332


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, accruals and bank overdrafts.


26.


Deferred taxation


Group



2025
2024


£000

£000






At beginning of year
(944)
-


Charged to profit or loss
4,751
473


Arising on business combinations
-
(1,417)



At end of year
3,807
(944)

Page 43

 
BROADWAY BIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025
 
26.Deferred taxation (continued)

Company


2025
2024


£000

£000






At beginning of year
-
-


Charged to profit or loss
4,587
-



At end of year
4,587
-

The deferred taxation balance is made up as follows:

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

Accelerated capital allowances
3,808
(944)
4,587
-

3,808
(944)
4,587
-


27.


Share capital

2025
2024
£000
£000
Allotted, called up and fully paid



419,919 (2024 - 419,919) Ordinary shares of £0.01 each
4
4



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 44

 
BROADWAY BIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 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


£000


Cash
750

Fees and stamp duty
76

Option creditor
250

Total purchase consideration
1,076

Page 45

 
BROADWAY BIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

29.Business combinations (continued)


£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

Deal fees
53

Stamp duty
400

Total purchase consideration
1,053

Page 46

 
BROADWAY BIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 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

Option creditor
3,600

Deal fees and stamp duty
67

Total purchase consideration
14,942

Page 47

 
BROADWAY BIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

29.Business combinations (continued)

Cash outflow on acquisition

£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 subsidiary

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)

Deferred taxation
(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 48

 
BROADWAY BIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 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)


30.


Contingent liabilities

From 18 August 2023, Ross-Shire Engineering Limited is party to a cross guarantee with Broadway Holdco Limited.  HSBC UK Bank PLC holds a fixed and floating charge over assets owned by the group.
There are contingent liabilities arising from contractual obligations entered into in the normal course of business, including performance bonds and guarantees, issued by the group’s bankers.


31.


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
97

544
97


32.


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: £2,351k).
Contributions totaling £523k (2024: £482k) were payable to the fund at the balance sheet date and are included in creditors. 

Page 49

 
BROADWAY BIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

33.


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


34.


Related party transactions

During the year the parent company had net sales & purchases of £860k (2024: £3.45m) and the group had net sales & purchases of £1.4m (2024: £4.22m) from fellow subsidiaries that are not 100% owned within the overall group. The net receivable 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:
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35.


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. 
Page 50

 
BROADWAY BIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

36.


Controlling party

The company's immediate controlling party is Broadway Holdco Limited, a company registered in the United Kingdom. The ultimate parent undertaking in Broadway Topco Limited, a company registered in the United Kingdom. The directors do not consider there to be an ultimate controlling party of Broadway Topco Limited.
Broadway Topco Limited is the ultimate parent undertaking and the largest group for which Broadway Bidco Limited is a member, and for which group consolidated financial statements are drawn up.
The consolidated group financial statements of Broadway Topco Limited can be obtained from c/o Muir of Ord Industrial Estates, Muir of Ord, Ross-Shire, United Kingdom, IV6 7UA. 

Page 51