REGISTERED NUMBER: 07143062 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

FOR

BETHELL GROUP HOLDINGS LTD

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

7

Report of the Independent Auditors

10

Consolidated Income Statement

14

Consolidated Other Comprehensive Income

15

Consolidated Balance Sheet

16

Company Balance Sheet

17

Consolidated Statement of Changes in Equity

18

Company Statement of Changes in Equity

19

Consolidated Cash Flow Statement

20

Notes to the Consolidated Financial Statements

21

DIRECTORS:

T A Kilroe

Mrs C M Kilroe

N Hopkins-Coman

C M Morley

REGISTERED OFFICE:

Dane House

Europa Park

Stoneclough Road

Kearsley

Manchester

M26 1GG

REGISTERED NUMBER:

07143062 (England and Wales)

INDEPENDENT AUDITORS:

Fairhurst Audit Services Ltd

Statutory Auditor

Chartered Accountants

Douglas Bank House

Wigan Lane

Wigan

Lancashire

WN1 2TB

BANKERS:

Lloyds Bank Plc

PO Box 1000

Market Street

Manchester

BX1 1LT

SECOND BANK:

Investec

3 Hardman Street

Spinningfields

Manchester

M3 3HF

The directors present their strategic report of the company and the group for the year ended 30 September 2025.

For the year under review the principal activity of the Company was ultimate holding company for the Bethell group of companies engaged in civil engineering. No change in activities is anticipated in the foreseeable future.

The Group's principal trading companies are Bethell Construction Ltd ("BCL"), Bethell Utility Services Ltd ("BUSL"), Bethell Property Services Ltd ("BETPRO") and Bethell Plant Services Ltd ("BETPLA").

BCL is able to offer its clients intelligent solutions from initial design collaboration through to construction and ongoing infrastructure maintenance services. BCL places great emphasis on self-delivery of projects through its large base of skilled and semi-skilled staff. Attracting and retaining such a skill base is challenging, especially in the current economic environment, but BCL has the advantage of established training and development strategies including apprenticeship and graduate programmes.

BUSL operates as an Independent Connections Provider (ICP) for multi utility installations covering the water, gas, and electricity infrastructure to both commercial and residential premises and the installation of Electric Vehicle (EV) charging infrastructure. It has a strong reputation and employs skilled and experienced operatives from this sector.

BETPRO is a property development company with two investments in Greater Manchester including a block of twelve high specification apartments. BETPRO intends to sell these units when the property market is more buoyant, but they are rented out in the medium term pending longer term disposals.

BETPLA is a plant hire business which owns, and hires out, a wide range of construction plant equipment and heavy goods vehicles mainly within the Bethell group.

REVIEW OF BUSINESS

2025 has been an excellent year for the Group with turnover up by 17.5% on last year at £89.5m (2024: £76.2m) and a gross margin of 17.6% (2024: 17.5%). Administration expenses increased by 19% in the year to £10.7m (2024: £9.0m) with the recruitment of key employees to support the turnover growth and future diversification. The Group also invested in new premises both at the head office site in Kearsley and in regional offices in the Northeast of England. Overheads in 2025 represented 12.0% of sales revenue (2024:11.8%). Operating profits increased, broadly in line with the turnover growth, by 16% to £5.0m (2024: £4.3m) and after net interest receivable of £0.1m (2024: payable £0.1m) the consolidated profit before tax was £5.1m (2024: £4.2m).

Group consolidated net assets have increased to £11.5m from £8.8m at the start of the year with further significant fixed asset investment of £3.1m (2024: £2.5m). This expenditure continued the expansion of the Group's own plant and machinery and vehicle base which now includes specialist cranes. This large base of owned equipment reduces operating costs and improves key asset availability over hired in equipment. The majority of the asset purchases were made using finance meaning the Group cash position was protected and allowing an inflow in the year of £6.4m (2024: £5.2m) making the closing in hand balance of £16.3m (2024: £9.9m). The Group's external debt increased this year to £5.0m (2024: £4.1m) but the Group remains a zero gearing position.

BCL enjoyed a strong financial performance this year with a 31% increase in turnover to £70.1m (2024: £53.5m). This was achieved through a continued focus on cost control, business processes, and strong commercial acumen which enabled the gross profit to increase by 35% to £11.8m (2024: £8.7m), representing a margin of 17% (2024: 16%). BCL's indirect overheads increased this year by 37% to £7.4m (2024: £5.4m) due not only to the recruitment of key employees in support of this growth but also preparing for future diversification, whilst also investing in new premises both at the head office base in Kearsley and supporting BCL's growing presence in the North East of England. In 2025 overheads represented 11% of turnover (2024: 10%) and after net interest BCL reported a strong 32% increase in operating profit to £4.3m (2024: £3.3m) at an operating margin of 6.2% (2024: 6.1%). Turnover growth in 2025 was underpinned by relationships sustained with a number of key clients including United Utilities (UU), Manchester Airport Group (MAG), Trans Pennine Route Alliance, and a number of local Highways Authorities. In all client engagement, collaborative relationships and infrastructure delivery are key as BCL supports asset maintenance programmes and renewable energy sectors. In 2025, BCL was also successful in securing further engagement with UU via the NMS framework and developing a pipeline for future opportunities through the Design & Build AMP8, Build Only AMP8 and Reservoir AMP8 frameworks. These are anticipated to include multiple design and build opportunities which should allow diversification across regional water boundaries and the potential for strong tier one relationships. BCL continues to maintain a strong brand recognition and profile within its operating sectors, achieving acknowledgement as a solutions provider with a strong emphasis on safety, quality, and management of the well-being of all its people and those who interact with its activities. This is also recognised through industry awards including Investors in People Gold Status. This approach has increased overall client confidence and engagement, contributing to BCL being able to increase average order values to in excess of £3.5m from £2.5m.

BUSL had another challenging trading year due to the current economic conditions with turnover decreasing by 10% to £19.7m (2024: £22m). However, with a strong focus on cost control throughout the year, a higher gross margin was achieved of 16% (2024: 12%) and a gross profit of £3.1m (2024: £2.7m). BUSL's operating overheads increased by 13% to £2.8m (2024: £2.4m) and accordingly reported an operating profit of £301k (2024: £225k). After a reduced net interest payable figure in 2025 of £80k (2024: £184k), due to an improved working capital performance throughout the year, the profit before tax was £221k (2024: £41k).

As was the case last year, the decrease in turnover was in the main due to the multi utility (residential) part of the business experiencing far slower build progress for a variety of reasons. The house builders have managed their sites far more cautiously over the past few years building in single phases (sales lead), as opposed to constructing large sections at a time. Planning laws have continued to impact on the sector, resulting in significant delays in planning approvals especially on the larger sites in the North West which continues to be a very competitive area. Competition for these services has increased with established ICP's from other areas now entering this arena, which has impacted tending prices to secure new work. To help BUSL remain competitive, it has developed new relationships with a number of new Independent Distribution Network Operators (IDNOs) who are also keen to secure new sites.

The year saw BUSL's expansion into the EV charging arena slowing down. Although BUSL continued to perform well for its Charge Point Operator customers (CPOs), it became apparent that the CPOs, under pressure from their investors, looked to complete projects as quickly and as cheaply as possible resulting in them, approaching the smaller "man in a van" ICP contractors.

However, the year also saw BUSL make significant strides in larger EV projects such as electrifying passenger service vehicle ("PSV") depots. BUSL's relationship with EO strengthened with the commencement of two such schemes which helped to increase the turnover and margin in Green Energy. During 2025, BUSL has been able to maintain a solid client base of CPOs who will continue to award work if BUSL maintains its record for on time and on budget project deliveries. Future success will, however, be accelerated if BUSL can build on these foundations and increase the client base to include, haulage, waste, and more PSV depots.

BUSL's Industrial and Commercial workstream gained momentum in the year with it delivering numerous, high-profile projects in the North West. Work enquiries were particularly slow coming during the first half of the year which was the catalyst for a refinement of BUSL's business development strategies including new senior business development resource which has led to far more work enquiries and relationships being forged. To ensure the successful delivery of these projects, BUSL has tailored its operational structure to ensure delivery and client satisfaction to secure repeat work.

BETPLA has had a strong operational performance this year with sales of £2.1m (2024: £1.4m) which were again predominantly intra-group The 2025 pre-tax profit was slightly lower than last year at £232k (2024: £289k). During the year there was further investment in plant and vehicles with the net book value of fixed assets at the year-ended standing at £4.9m (2024: £3.2m) with the majority of these acquired on finance. As a result, asset finance debt at the year-end was £3.5m (2024: £2.4m) of which £1.2m (2024: £0.9m) falls due within one year.

BETPRO generated external income this year of £0.2m (last year £0.2m) and was again breakeven.

PRINCIPAL RISKS AND UNCERTAINTIES

In common with similar business the Group faces a number of risks and uncertainties, and the directors believe that the key business risks other than the macro-economic environment are in respect of competition from both UK and international construction businesses and in ensuring safe and to budget project delivery. In view of these risks and uncertainties, the directors are aware that the development of the Group may be affected by factors outside their control.

The backdrop of political change has not affected trading in the year, with the Group's revenue streams experiencing and anticipating growth, with a watchful eye on public sector budgets key to ensuring sustainability. The high levels of investment in UK infrastructure continues to provide good opportunities for continued revenue growth. The well-publicised and significant impact of inflation in recent times, appear to have plateaued, with a manageable position maintained across all contract commitments. Although reduced, cost inflation does remain a risk to operations with the potential to impact labour and material costs as well as fuel and utility material prices throughout the market. The Company therefore continues to monitor such costs with increases being passed onto clients in tendering submissions and exercises appropriate contract clauses wherever appropriate.

FUTURE DEVELOPMENTS

The directors anticipate the business environment will continue to be competitive with economic uncertainty and input price inflation especially around labour costs, energy, and oil-based construction materials.

For BCL key successes gained throughout 2025, including an increased breadth of client base, provide a robust foundation for 2026 and beyond, with placement on the Leeds City Council Minor Works Framework, UU AMP 8 Framework, amongst several other procurement processes the potential forward work pipeline forecast is very strong. Together with key client development in the renewables energy sector this gives confidence in business forecasting and planning. A further area of focus for strategic growth comes from the aviation industry where capital investment programmes from MAG are buoyant across both airside and landside opportunities, with further framework procurement underway.

The new financial year has begun well, with in excess of 75% of budgeted turnover already secured or accounted for in anticipated awards, supported with a strong cash balance. This position of strength is affording the opportunity for appropriate investment in further regional growth across the North West and North East.

For BUSL the directors anticipate the economic conditions in the UK, particularly relevant being the depressed residential housing market, will continue to present a challenging year again in 2026. However, certain sectors of BUSL's business, such as I&C and Green Energy (EV charging, PSV, and haulage depots), remain strong growth areas. BUSL is widely recognised as a partner of choice for independent connection operations in the North West, with a diversified client base over all its operating sectors.

For BETPLA the directors anticipate the business will have a successful 2026 with asset hires to the Bethell group continuing. The business will also now support all supplier cross hired in plant for the wider group which will generate a substantial increase in turnover. A number of further orders have been placed since the year-end for new plant and equipment that will be delivered during 2026 with credit lines approved through tier one asset finance funders. Continuous reviews of re-hire schedules through the year will ensure the company only procures high-demand equipment to maintain strong utilisation levels.

The Group has started the 2026 financial year with a secured order book of £67m which is 10% higher than a year ago and is a major proportion of budget revenue. BCL and BUSL are also in discussion with clients and potential clients over a number of anticipated awards. The directors therefore anticipate 2025 will be another year of profitable growth.

SECTION 172(1) STATEMENT

Duty to promote the success of the Company

In executing our strategy, Directors must act in accordance with a set of general duties detailed in section 172 of the Companies Act 2006. These general duties include a duty to promote the success of the Company, and specifically, to act in a way that the Director considers, in good faith, would be most likely to promote the success of the Company for the benefit of its shareholders as a whole and, in doing so, having regard (amongst other matters) to the:

- likely consequences of any decisions in the long-term.

- interests of the Company's employees.

- need to foster the Company's business relationships with suppliers, customers, and others.

- impact of the Company's operations on the community and environment; and

- desirability of the Company maintaining a reputation for high standards of business conduct.

This statement has been prepared in accordance with the requirements of The Companies (Miscellaneous Reporting) Regulations 2018, which require the Company to describe how the Directors have had regard to the matters set out in section 172 of the Companies Act 2006 during the financial year under review. It is noted that the Directors have always acted in accordance with such duties in their decision making and they will continue to do so. Considering the additional disclosure requirements, we have set out in the strategic report how the Directors have fulfilled their duties during the year ended 30th September 2025..

Having regard to the likely consequences of any decisions in the long-term

The Board cultivates strong relationships with key stakeholders so that it is well placed and sufficiently informed to take their considerations into account when making decisions and assessing any likely long-term impact of those decisions.

Having regard to the interest of the Company's employees

The Board understands that the Group's employees are fundamental to its long-term success. The health, safety and well-being of the employees are of paramount importance alongside the provision of an ethical workplace. The Group engages in an active way with its employees. Many of the staff work on site and senior management regularly complete site visits to maintain timely interaction.

Having regard to the need to foster the Company's business relationships with suppliers, customers, and others.

Fostering positive business relationships with key stakeholders, such as suppliers and customers is also important to the success of the Group's businesses. As a result, engagement with customers is in part delegated to senior management, who know their customers best. The Board has been and continues to be, available to support the business in this area as and when required and will continue to maintain the relationships with key suppliers and customers.

Having regard to the impact of the Company's operations on the community and environment in their decision making.

The Directors need to have regard to the impact of the Company's operations on the community and environment. The Board plays a constructive role in tackling issues through engagement and investment.

We are committed to reducing our carbon footprint and contribution to climate change where economically viable.

Having regards to the desirability of the Company maintaining a reputation for high standards of business conduct.

The Board recognises that culture, values, and standards are key contributors to how a company creates and sustains value over the longer-term, to enable it to maintain a reputation for high standards of business conduct which guide and assist in the Board's decision making, and in doing so, help promote the Company's success, recognising, amongst other things, the likely consequences of any decision in the long-term and wider stakeholder considerations.

On the basis of the above, the members of the Board consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1)(a-f) of the Companies Act 2006) in the decisions taken during the year ended 30 September 25.

FINANCIAL INSTRUMENTS

The Group has a normal level of exposure to price, credit, liquidity, and cash flow risks arising from trading activities which are only conducted in sterling. The Group does not enter into any hedging transactions.

ON BEHALF OF THE BOARD:

C M Morley - Director

18 December 2025

The directors present their report with the financial statements of the company and the group for the year ended 30 September 2025.

PRINCIPAL ACTIVITY

For the year under review the principal activity of the company was ultimate holding company for the Bethell group of companies whose activites were civil engineering. No change in activities is anticipated in the foreseeable future.

The Group's principal trading companies are Bethell Construction Ltd ("BCL"), Bethell Utility Services Ltd ("BUSL"), Bethell Property Services Ltd ("BETPRO") and Bethell Plant Services Ltd ("BETPLA") with the latter currently only servicing internal customers BCL and BUSL.

BCL is a long-established integrated infrastructure services business undertaking multi-discipline construction, engineering and maintenance for transportation, utility and environmental sectors for both local authority and private sector clients. It is able to offer its clients intelligent solutions from initial design collaboration through to construction and ongoing maintenance services for both public and private infrastructure.

BUSL has been trading for less than ten years but has already become well established as a multi-utility company within the electricity, gas and water arenas, focused on housing and commercial sectors. Its growth has been underpinned by an experienced and strong management team and a highly skilled workforce. As the business has grown, its markets have started to diversify away from just residential to also include industrial and commercial opportunities and a rapidly expanding areas of green energy.

BETPRO is a small property development company with one live investment at Charlton Drive, Sale which comprises a single block of twelve apartments finished to a high specification in a quiet residential area, close to Sale town centre and the MetroLink network. Due to continued relatively poor economic conditions these apartments have been let in the medium term pending longer term disposals.

BETPLA is an internal group plant hire business

DIVIDENDS

No dividends will be distributed for the year ended 30 September 2025.

FUTURE DEVELOPMENTS

The directors anticipate the business environment will continue to be competitive with economic challenges increasing input price inflation especially around energy and oil-based construction materials. Further details regarding future developments are contained within the Strategic Report.

DIRECTORS

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

T A Kilroe

Mrs C M Kilroe

N Hopkins-Coman

C M Morley

STREAMLINED ENERGY AND CARBON REPORTING

Under the Companies (Directors' Report) and Limited Liabilities Partnerships (Energy & Carbon Report) regulations 2019, we are mandated to disclose our energy use and associated greenhouse gas emissions. These disclosures are set out below:

2025

2024

Energy Consumption

kWh

kWh

Aggregate of energy consumption in the year

164.505

101.9 44

Emissions of CO2 equivalent

2025

2024

metric

metri

tonnes

tonne

Scope 1 - direct emissions

- gas combustion

-

-

-fuel consumed for own transport

1,735

2,996

Scope 2 - indirect emissions

-electricity purchased

5.0

4.7

Scope 3 - other indirect emissions

-fuel consumed for transport not owned

24.7

-

3,025.7

1,740

Intensity ratio

Tonnes CO2 per £100,000 turnover

3.381

2.285

Quantification and reporting methodology

We have followed the 2019 HM Government Environmental Reporting Guidelines: Including streamline energy and carbon reporting guidance. we have used the 2019 UK Governments Conversion Factors for Company Reporting

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £100,000 of turnover, the recommended ratio for the sector.

Measures taken to improve energy efficiency

We continue to look at ways to minimise frequency of visits to sites and to use environmentally friendly methods to remove rubble and other hardcore.

We have installed electric vehicle charge points at head office and ensure our own vehicles are environmentally friendly.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

-	state whether applicable 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 company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Fairhurst Audit Services Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

C M Morley - Director

18 December 2025

Opinion

We have audited the financial statements of Bethell Group Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 30 September 2025 and of the group's profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

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

Extent to which the audit was considered capable of detecting irregularities including fraud

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect in the determination of material amounts and disclosures in the financial statement, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatements of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and addressing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

-

The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

-

We obtained an understanding of laws and regulations that affect the company, focusing on those that had a direct effect on the financial statements or that had a fundamental effect on its operations. As a result of these procedures we consider that the most significant laws and regulations that have a direct impact on the financial statements are FRS 102 and the Companies Act 2006.

-

We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management, reviewing minutes of meetings and inspecting legal correspondence.

In assessing the susceptibility of the company's financial statements to material misstatement, including obtaining and understanding of how fraud might occur;

-

We gained an understanding of the controls that management have in place to prevent and detect fraud.

-

We enquired of management about any instances of fraud that had taken place during the year.

To address the risk of fraud through management bias and override of controls;

-

We performed analytical procedures to identify any unusual or unexpected relationships;

-

We tested journal entries to identify unusual transactions; and

-

We assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias.

Due to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of

internal controls. We are not responsible for preventing fraud or non-compliance with laws and regulations and cannot be expected to detect all fraud and non-compliance with laws and regulations.

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Louise Webster BSc BFP ACA (Senior Statutory Auditor)

for and on behalf of Fairhurst Audit Services Ltd

Statutory Auditor

Chartered Accountants

Douglas Bank House

Wigan Lane

Wigan

Lancashire

WN1 2TB

18 December 2025

TURNOVER

4

89,496,276

76,165,065

Cost of sales

73,752,822

62,867,511

GROSS PROFIT

15,743,454

13,297,554

Administrative expenses

10,793,972

9,057,146

4,949,482

4,240,408

Other operating income

53,194

56,904

OPERATING PROFIT

6

5,002,676

4,297,312

Interest receivable and similar income

7

441,556

140,408

5,444,232

4,437,720

Interest payable and similar expenses

8

310,562

241,712

PROFIT BEFORE TAXATION

5,133,670

4,196,008

Tax on profit

9

1,349,911

968,310

PROFIT FOR THE FINANCIAL YEAR

3,783,759

3,227,698

Profit attributable to:

Owners of the parent

2,902,375

2,643,883

Non-controlling interests

881,384

583,815

3,783,759

3,227,698

PROFIT FOR THE YEAR

3,783,759

3,227,698

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

3,783,759

3,227,698

Total comprehensive income attributable to:

Owners of the parent

2,902,374

2,643,883

Non-controlling interests

881,385

583,815

3,783,759

3,227,698

FIXED ASSETS

Intangible assets

11

201,419

241,655

Tangible assets

12

7,189,601

5,510,602

Investments

13

-

-

7,391,020

5,752,257

CURRENT ASSETS

Stocks

14

2,835,548

2,748,788

Debtors

15

20,507,870

20,106,761

Cash at bank and in hand

16

16,344,334

9,912,955

39,687,752

32,768,504

CREDITORS

Amounts falling due within one year

17

29,320,725

25,346,855

NET CURRENT ASSETS

10,367,027

7,421,649

TOTAL ASSETS LESS CURRENT LIABILITIES

17,758,047

13,173,906

CREDITORS

Amounts falling due after more than one year

18

(5,260,131

)

(3,772,859

)

PROVISIONS FOR LIABILITIES

21

(287,345

)

(262,445

)

NET ASSETS

12,210,571

9,138,602

CAPITAL AND RESERVES

Called up share capital

22

800,002

800,002

Other reserves

23

200,100

200,100

Retained earnings

23

10,468,803

7,566,428

SHAREHOLDERS' FUNDS

11,468,905

8,566,530

NON-CONTROLLING INTERESTS

741,666

572,072

TOTAL EQUITY

12,210,571

9,138,602

The financial statements were approved by the Board of Directors and authorised for issue on 17 December 2025 and were signed on its behalf by:

T A Kilroe - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

-

-

Investments

13

1,500,003

1,500,003

1,500,003

1,500,003

CURRENT ASSETS

Debtors

15

2,303,528

2,303,528

CREDITORS

Amounts falling due within one year

17

98

98

NET CURRENT ASSETS

2,303,430

2,303,430

TOTAL ASSETS LESS CURRENT LIABILITIES

3,803,433

3,803,433

CAPITAL AND RESERVES

Called up share capital

22

800,002

800,002

Retained earnings

23

3,003,431

3,003,431

SHAREHOLDERS' FUNDS

3,803,433

3,803,433

Company's profit for the financial year

-

-

The financial statements were approved by the Board of Directors and authorised for issue on 17 December 2025 and were signed on its behalf by:

T A Kilroe - Director

Called up

share

Retained

Other

capital

earnings

reserves

£

£

£

Balance at 1 October 2023

800,002

4,922,545

200,100

Changes in equity

Total comprehensive income

-

2,643,883

-

Balance at 30 September 2024

800,002

7,566,428

200,100

Changes in equity

Total comprehensive income

-

2,902,375

-

Balance at 30 September 2025

800,002

10,468,803

200,100

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 October 2023

5,922,647

447,478

6,370,125

Changes in equity

Dividends

-

(459,221

)

(459,221

)

Total comprehensive income

2,643,883

583,815

3,227,698

Balance at 30 September 2024

8,566,530

572,072

9,138,602

Changes in equity

Dividends

-

(711,791

)

(711,791

)

Total comprehensive income

2,902,375

881,385

3,783,760

Balance at 30 September 2025

11,468,905

741,666

12,210,571

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 October 2023

800,002

3,003,431

3,803,433

Balance at 30 September 2024

800,002

3,003,431

3,803,433

Balance at 30 September 2025

800,002

3,003,431

3,803,433

Cash flows from operating activities

Cash generated from operations

29

11,022,529

7,506,812

Interest paid

(127,032

)

(116,468

)

Interest element of hire purchase payments paid

(188,117

)

(125,806

)

Tax paid

(2,026,930

)

(421,299

)

Net cash from operating activities

8,680,450

6,843,239

Cash flows from investing activities

Purchase of tangible fixed assets

(914,347

)

(577,109

)

Sale of tangible fixed assets

177,347

229,512

Interest received

441,556

140,408

Net cash from investing activities

(295,444

)

(207,189

)

Cash flows from financing activities

Loan repayments in year

(30,500

)

(330,500

)

Capital repayments in year

(1,211,336

)

(644,917

)

Dividends paid to minority interests

(711,791

)

(459,221

)

Net cash from financing activities

(1,953,627

)

(1,434,638

)

Increase in cash and cash equivalents

6,431,379

5,201,412

Cash and cash equivalents at beginning of year

30

9,912,955

4,711,543

Cash and cash equivalents at end of year

30

16,344,334

9,912,955

1.	STATUTORY INFORMATION

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

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of accounting

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

The accounts of Bethell Group Holdings Ltd and its subsidiaries are made up to 30th September 2025 and the consolidated profit and loss account includes the results of all subsidiary companies. The consolidated balance sheet includes the asset and liabilities of all subsidiary companies (as disclosed in note 13).

Significant judgements and key areas of estimation uncertainty

Preparation of the financial statements requires management to make significant judgements and estimates. The items in the financial statements where these judgements and estimates have been made include:

-

Depreciation and residual values. The directors have reviewed the asset lives and associated residual values of all fixed asset classes, and in particular, the useful economic life and residual values of leasehold buildings and fixtures and fittings, and have concluded that the asset lives and residual values are appropriate.

-

The stage of completion as noted in the turnover policy is subject to estimation and judgement and the directors make use of the information available to them at the balance sheet date to formulate their calculation, this information often involves external certification of the work completed.

Turnover

Contracting turnover is based on the invoiced value of all goods despatched and services provided prior to the year end, excluding VAT and other sales-based discounts and net of trade discounts, and includes the proportion of the sales value of long term contracts relevant to the stage of completion. Development turnover is based on the invoiced value of properties sold and the rentals receivable in the period excluding VAT together with exempt land sales and other sales-based taxes and net of trade discounts.

Goodwill

Goodwill is the amount by which the purchase consideration for shares in subsidiary companies and business acquired exceeds the fair value to the group of the net assets acquired. Goodwill carried in the post balance sheet is amortised, on a straight line basis, over period not exceeding 20 years, such periods being chosen to reflect the expected useful economic lives. These periods are the periods over which the directors estimates that the values of the underlying businesses acquired are expected to match the value of the underlying assets.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.