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Bay Topco Limited Registered number: 15438149 Annual report and consolidated financial statements For the year ended 30 September 2025
BAY TOPCO LIMITED COMPANY INFORMATION
Directors | SR Calverley
| JG Marsh
| HJ Mursell
| SJ May
| PJC Gallix
| SE Finnie (appointed 1 January 2026)
Registered number | 15438149
Registered office | The Second Floor
| Rosemount House
| Rosemount Estate
| Huddersfield
| Elland
| HX5 0EE
Independent auditor | Forvis Mazars LLP
| Chartered Accountants & Statutory Auditor
| 5th Floor
| 3 Wellington Place
| Leeds
| LS1 4AP
BAY TOPCO LIMITED CONTENTS
| Page
Group Strategic Report | 1 - 3
Directors' Report | 4 - 7
Independent Auditor's Report | 8 - 11
Consolidated Statement of Comprehensive Income | 12
Consolidated Statement of Financial Position | 13
Company Statement of Financial Position | 14
Consolidated Statement of Changes in Equity | 15
Company Statement of Changes in Equity | 16
Consolidated Statement of Cash Flows | 17 - 18
Notes to the Financial Statements | 19 - 41
BAY TOPCO LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2025
Introduction
The Directors present their Strategic Report for the period ended 30 September 2025.
Business review
The principal activity of the Group is the provision of specialist fire protection services across the UK. The Group remains committed to its ongoing growth and expansion as a market leader in the fire protection market. During the year, the Group's trading subsidiaries increased their annualised turnover by 26.4% to £57.4m (2024: £26.6m) Growth was predominantly driven by increased work from multi-year framework agreements, as the business continues its strategy of building long-term relationships with key customers across the healthcare, education, government, social housing and commercial sectors as well as new relationships within the hotels and leisure sector. This year also saw investment in a new division, delivering on survey and remediation of fire dampers as a new revenue stream. The Group continued to invest in its operating infrastructure to facilitate continued growth, with average employees increasing from 261 to 285, with a particular increase in project delivery capabilities as the business further develops its nationwide presence and range of services offered. Significant investment was also made in quality control, IT Systems and governance with new ERP and operational systems going live during the year to enhance sales, commercial and operational efficiencies. The Group continues to focus on training and development of its staff through its training facility in Sheffield. This promotes its emphasis on quality and excellence, being awarded the ASFP award for Small Scale Installation Project of the Year. The Directors utilise various Key Performance Indicators in order to measure the performance of the business, as set out below.
| 2025 | 2024
| £ | £
Turnover | 57,444,423 | 26,633,138
Gross Profit % | 32.4% | 33.1%
Profit/(loss) before tax | (1,858,288) | (287,596)
Cash at bank and in hand | 6,807,283 | 3,306,791
Shareholders funds | (1,414,468) | 789,033
Earnings before interest, tax, depreciation and amortisation (EBITDA) Exceptional and non-recurring costs Amortisation of loan arrangement and professional fees Adjusted EBITDA | 5,468,141 421,017 207,032 6,096,190 | 3,350,884 438,089 51,921 3,840,894
Page 1
BAY TOPCO LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 SEPTEMBER 2025
Principal risks and uncertainties
The Group has continued to efficiently manage its resources and maintain strong relationships with its customers and suppliers. Steps have been taken during the year to further safeguard product and resource availability and to forge stronger relationships with key strategic customers and suppliers. The Directors continue to audit the supply chain as appropriate in order to maintain high quality levels and have further invested in the management of this maturing supply chain with software development. The Directors are confident that the continuing growth prospects of the group, due to market share, regional and product growth will result in increased turnover and profits. The Directors have considered the risks facing the group and continually address these to minimise any future impact. The main risk and uncertainty of the group is cost inflation in the sector. The Directors and management are updating pricing models frequently to mitigate these risks.
Outlook
The business development pipeline is strong and detailed forecasts indicate that the financial year to 30 September 2026 is on track to deliver strong growth and profits. Strong relationships with long-term contracts continue to underpin the growth. The regulatory environment in our core marketplaces continues to drive the need for specialist fire protection. We are investing in our inspection services division with highly qualified, experienced consultants who can assist our clients with increasing regulatory challenges and design fully compliant, end to end passive fire solutions. Further investment is also being made in our new fire dampers division to increase our self-delivered service offering and support existing clients with their portfolios. From the regular financial position forecasts that are prepared, the Directors remain confident that based on the business liquidity position and the strong pipeline, the Group is in a Going Concern position and sufficiently able to service its debt and comply with all banking covenants.
Directors' statement of compliance with duty to promote the success of the Group
The Directors of the Group act in accordance with the set of duties as detailed in s172 of the UK Companies Act 2006 which is summarised as follows: A director of a Company must act in the way they consider, 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 have regard (amongst other matters) to: ∙The likely consequences of any decisions in the long-term; ∙The interests of the Company’s employees; ∙The need to foster the Company’s business relationships with suppliers, customers and others; ∙The impact of the Company’s operations on the community and environment; ∙The desirability of the Company maintaining a reputation for high standards of business conduct; and; ∙The need to act fairly as between shareholders of The Company; The following paragraphs summarise how the Directors’ fulfil their duty to promote the success of the Company: Our Stakeholders The Directors consider that the following groups are the Group's key stakeholders: Employees, Customers, Suppliers, Shareholders & Third Party Debt Holders. Page 2
BAY TOPCO LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 SEPTEMBER 2025 Employees The Directors believe that the Group's success is aligned with the interests and well-being of its employees. We continue to invest in our Training Facility in Sheffield, providing training opportunities for all levels and roles within the business. We also support our employees through the provision of various benefits such as a salary exchange pension scheme and healthcare support. We strive to regularly communicate our strategy with our teams through our business forums, recognising outstanding performance and the importance of our Group’s values with our ‘Moments that Matter’ awards. Customers The Directors understand the importance of being not only a supplier, but a partner to our customers, supporting them with ensuring the safety and compliance of the passive fire protection in their buildings. Our focus is on delivering both a high-quality product and seamless service to our customers, giving them confidence in our solutions. We have a strong management team in place to support our customers, from divisional directors, customer relationship managers, technical managers and commercial leads to ensure their requirements are met. Suppliers Subcontractors, labour agencies and other suppliers are a key part of the Group’s ongoing trade. We maintain key relationships with these organisations and have invested in dedicated resource in our internal supply chain management team to continue to develop and mature these relationships. Our relationships with our supply chain are critical to enabling the high quality of service and value that we provide our customers. Shareholders and third party debt holders The Directors look to maintain the Group as a sound investment with a clear strategy for growth. The Directors work closely with the shareholders and third party debt holders to keep them appraised of the ongoing performance of the business. This report was approved by the board on 27 February 2026 and signed on its behalf.
SR Calverley Director
Page 3
BAY TOPCO LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2025 The Directors present their report and the financial statements for the year ended 30 September 2025.
Directors' responsibilities statement
The Directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to: ∙select suitable accounting policies for the Group's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The loss for the year, after taxation, amounted to £2,203,501 (2024 - loss £198,468). No dividends were paid or declared during the year (2024 - £Nil).
Directors
The Directors who served during the year were:
SR Calverley
JW Lewthwaite (resigned 1 January 2026)
JG Marsh
HJ Mursell
SJ May
PJC Gallix
Page 4
BAY TOPCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 SEPTEMBER 2025
Financial instruments
The Group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the Group has sufficient liquid resources to meet the operating needs of the business. The Group is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on floating rate deposit, bank overdrafts and loans. The Group uses interest rate derivatives to manage the mix of fixed and variable rate debt so as to reduce its exposure to changes in interest rates. Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board. All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.
Going concern
The Directors have prepared the financial statements on a going concern basis. This is based on the financial projections and the current expectations of the Directors about the prospects of the Group. The Group is in constant contact with all Stakeholders, including its Bank and Shareholders, and prepares regular financial forecasts to monitor the Group's funding requirements through retained profits and borrowing facilities, and projected compliance with the banking covenants. Based on these projections, the Directors consider that the Group can meet its obligations as they fall due for a period of at least twelve months from the date of the Directors' approval of these financial statements. Page 5
BAY TOPCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 SEPTEMBER 2025
Greenhouse gas emissions, energy consumption and energy efficiency action
The Company is required to report its annual greenhouse gas emissions pursuant to the (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 ("Regulations"). The 2018 regulations, known as Streamlined Energy and Carbon Reporting (SECR) came into effect on 1 April 2019 and the Company is required to report the emissions and energy consumption for this year to 30 September 2025 to coincide with the financial reporting period. The figures below cover Bay Topco Limited and its subsidiary, Checkmate Fire Solutions Limited’s energy consumption by monitoring a KPI through an intensity per employee ratio relating to electricity, gas and fuel consumed by the Company's UK premises and fleet. The intensity ratio per individual in 2025 is 3.48 TCO2e (2024: 3.09), as shown below. The Group is constantly looking at other ways to reduce this.
Activity | Country | Unit | Reading | Year | kg CO2e | kg CO2e | tCO2e
Electricity generated | Electricty: UK | kWh | 54,530 | 24/25 | 0.21 | 11,290 | 11
Gas | Gas: UK | kWh | 51,142 | 24/25 | 0.18 | 9,532 | 10
Company Cars | Electricity: UK | Miles | 382,512 | 24/25 | 0.07 | 26,011 | 26
Cars | Petrol | Miles | 57,297 | 24/25 | 0.26 | 15,115 | 15
Cars | Diesel | Miles | 88,448 | 24/25 | 0.23 | 20,340 | 20
Company Vans | Diesel | Litres | 248,399 | 24/25 | 2.68 | 665,708 | 666
Company Vans | Petrol | Litres | 34,953 | 24/25 | 2.30 | 80,392 | 80
Total tCO2e |  |  |  |  |  |  | 828
Intensity Ratio (tCO2e per employee) |  |  |  |  |  |  | 3.48
Since 2020, the Group has been committed to reducing its carbon footprint through the introduction of a fully electric company car fleet. For the year ended September 2025, this fleet increased by 15% on the previous year. Where appropriate, we have also replaced some of our operational van fleet with hybrid commercial vehicles to further reduce our emissions. For the last three years, the Group has had a partnership with Forest Carbon whereby we plant a tree for every fire door installation we have undertaken, in 2025 this resulted in 3,888 trees being planted (2024: 2,888). For projects with more than 50 fire door replacements we also ensure recycling of the fire doors that have been removed, reducing our contribution to landfill. We utilise our supply chain to support environmental responsibility, with one of our waste partners ensuring that 97% of our operational waste is diverted from landfill disposal to energy from waste. We also support our customers by providing project specific tCO2e data, this allows us to offset our Scope 1 and Scope 2 emissions, and our clients to offset their Scope 3 emissions.
Matters covered in the Group Strategic Report
Certain information not shown in the Directors' Report is shown in the Strategic Report instead in accordance with Section 414C(11) of the Companies Act 2006. This includes future developments and engagements with suppliers, customers and others. Page 6
BAY TOPCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 SEPTEMBER 2025
Disclosure of information to auditor
Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the Director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and ∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
Post balance sheet events
There have been no significant events affecting the Group since the year end.
Auditor
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 27 February 2026 and signed on its behalf.
SR Calverley Director
Page 7
BAY TOPCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BAY TOPCO LIMITED Opinion We have audited the financial statements of Bay Topco Limited (the ‘Parent Company’) and its subsidiaries (the 'Group') for the year ended 30 September 2025 which comprise Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Financial Position, the Consolidated and Company Statements of Changes in Equity, the Consolidated Statement of Cash Flows 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 FRS 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 Parent Company’s affairs as at 30 September 2025 and of the Group's loss for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group and Parent Company 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 nor 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 other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Page 8
BAY TOPCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BAY TOPCO LIMITED 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. 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 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 light of the knowledge and understanding of the Group and Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the Parent Company financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of Directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit. Page 9
BAY TOPCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BAY TOPCO LIMITED Responsibilities of Directors As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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 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 intend either to liquidate the Group or Parent Company or to cease operations, or have no realistic alternative but to do so. 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 financial statements. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. 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. Based on our understanding of the Group and Parent Company and their industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering legislation, and the Bribery Act 2010. To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to: ∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Group and Parent Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations; ∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities; ∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and ∙Considering the risk of acts by the Group and Parent Company which were contrary to applicable laws and regulations, including fraud. We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as FRS 102, tax legislation and the Companies Act 2006. Page 10
BAY TOPCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BAY TOPCO LIMITED In addition, we evaluated the Directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut-off assertion) and significant one-off or unusual transactions. Our audit procedures in relation to fraud included but were not limited to: ∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud; ∙Gaining an understanding of the internal controls established to mitigate risks related to fraud; ∙Discussing amongst the engagement team the risks of fraud; and ∙Addressing the risks of fraud through management override of controls by performing journal entry testing. There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls. 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 the audit report This report is made solely to the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body for our audit work, for this report, or for the opinions we have formed. Christopher Hudson (Senior statutory auditor) for and on behalf of Forvis Mazars LLP Chartered Accountants and Statutory Auditor 5th Floor 3 Wellington Place Leeds LS1 4AP 27 February 2026 Page 11
BAY TOPCO LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 SEPTEMBER 2025
| 12 months ended 30 September | 8 months ended 30 September
| 2025 | 2024
Note | £ | £
Turnover | 4 | 57,444,423 | 26,633,138
Cost of sales |  | (38,839,797) | (17,815,207)
Gross profit |  | 18,604,626 | 8,817,931
Administrative expenses |  | (16,366,783) | (6,971,014)
Exceptional administrative expenses | 13 | - | (92,094)
Operating profit | 5 | 2,237,843 | 1,754,823
Fair value movements |  | (51,672) | (100,781)
Interest receivable and similar income | 10 | 33,923 | 22,326
Interest payable and similar expenses | 11 | (4,078,382) | (1,963,964)
Loss before taxation |  | (1,858,288) | (287,596)
Tax on loss | 12 | (345,213) | 89,128
Loss for the financial year |  | (2,203,501) | (198,468)
There were no recognised gains and losses for 2025 or 2024 other than those included in the consolidated statement of comprehensive income.
There was no other comprehensive income for 2025 (2024: £NIL).
The notes on pages 19 to 41 form part of these financial statements.
Page 12
BAY TOPCO LIMITED REGISTERED NUMBER: 15438149 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 14 |  | 29,333,337 |  | 31,888,051
Tangible assets | 15 |  | 190,178 |  | 194,707
|  |  | 29,523,515 |  | 32,082,758
Current assets |  |  |  |  |
Stocks | 17 | 247,141 |  | 173,367 |
Debtors: amounts falling due within one year | 18 | 20,915,818 |  | 17,741,697 |
Cash at bank and in hand | 19 | 6,807,283 |  | 3,306,791 |
|  | 27,970,242 |  | 21,221,855 |
Creditors: amounts falling due within one year | 20 | (19,147,643) |  | (14,282,370) |
Net current assets |  |  | 8,822,599 |  | 6,939,485
Total assets less current liabilities |  |  | 38,346,114 |  | 39,022,243
Creditors: amounts falling due after more than one year | 21 |  | (35,353,734) |  | (33,516,391)
Provisions for liabilities |  |  |  |  |
Deferred taxation | 23 | (4,406,848) |  | (4,716,819) |
|  |  | (4,406,848) |  | (4,716,819)
Net (liabilities)/assets |  |  | (1,414,468) |  | 789,033
Capital and reserves |  |  |  |  |
Called up share capital | 24 |  | 9,875 |  | 9,875
Share premium account | 25 |  | 977,626 |  | 977,626
Profit and loss account | 25 |  | (2,401,969) |  | (198,468)
|  |  | (1,414,468) |  | 789,033
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 February 2026.
SR Calverley
Director
The notes on pages 19 to 41 form part of these financial statements. Page 13
BAY TOPCO LIMITED REGISTERED NUMBER: 15438149 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 16 |  | 16,603,558 |  | 16,603,558
|  |  | 16,603,558 |  | 16,603,558
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 18 | 4,133,943 |  | 4,133,943 |
Total assets less current liabilities |  |  | 20,737,501 |  | 20,737,501
Creditors: amounts falling due after more than one year | 21 |  | (23,510,932) |  | (20,993,280)
Net liabilities |  |  | (2,773,431) |  | (255,779)
Capital and reserves |  |  |  |  |
Called up share capital | 24 |  | 9,875 |  | 9,875
Share premium account | 25 |  | 977,626 |  | 977,626
Profit and loss account | 25 |  | (3,760,932) |  | (1,243,280)
|  |  | (2,773,431) |  | (255,779)
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 Company for the year was £2,517,652 (2024 - £1,243,280). The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 February 2026.
SR Calverley
Director
The notes on pages 19 to 41 form part of these financial statements. Page 14
BAY TOPCO LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 SEPTEMBER 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 24 January 2024 | - | - | - | -
Comprehensive expense for the period |  |  |  |
Loss for the period | - | - | (198,468) | (198,468)
Total comprehensive expense for the period | - | - | (198,468) | (198,468)
Contributions by and distributions to owners |  |  |  |
Shares issued during the period | 9,875 | 977,626 | - | 987,501
Total transactions with owners | 9,875 | 977,626 | - | 987,501
At 1 October 2024 | 9,875 | 977,626 | (198,468) | 789,033
Comprehensive expense for the period |  |  |  |
Loss for the year | - | - | (2,203,501) | (2,203,501)
Total comprehensive expense for the period | - | - | (2,203,501) | (2,203,501)
At 30 September 2025 | 9,875 | 977,626 | (2,401,969) | (1,414,468)
| The notes on pages 19 to 41 form part of these financial statements.
Page 15
BAY TOPCO LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 SEPTEMBER 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 24 January 2024 | - | - | - | -
Comprehensive expense for the period |  |  |  |
Loss for the period | - | - | (1,243,280) | (1,243,280)
Total comprehensive expense for the period | - | - | (1,243,280) | (1,243,280)
Contributions by and distributions to owners |  |  |  |
Shares issued during the period | 9,875 | 977,626 | - | 987,501
Total transactions with owners | 9,875 | 977,626 | - | 987,501
At 1 October 2024 | 9,875 | 977,626 | (1,243,280) | (255,779)
Comprehensive expense for the period |  |  |  |
Loss for the year | - | - | (2,517,652) | (2,517,652)
Total comprehensive expense for the period | - | - | (2,517,652) | (2,517,652)
At 30 September 2025 | 9,875 | 977,626 | (3,760,932) | (2,773,431)
| The notes on pages 19 to 41 form part of these financial statements.
Page 16
BAY TOPCO LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 SEPTEMBER 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Loss for the financial year | (2,203,501) | (198,468)
Adjustments for: |  |
Amortisation of intangible assets | 3,126,544 | 1,545,573
Depreciation of tangible assets | 103,754 | 50,488
Amortisation of loan arrangement and professional fees | 207,032 | -
(Profit)/loss on disposal of tangible assets | (25,063) | 16,692
Interest payable | 4,078,382 | 1,963,964
Interest receivable | (33,923) | (22,326)
Taxation charge | 345,213 | (89,128)
(Increase)/decrease in stocks | (73,774) | 23,868
(Increase) in debtors | (3,122,433) | (4,863,690)
Increase in creditors | 5,130,511 | 2,146,547
Net fair value losses | 51,672 | 100,781
Corporation tax paid | (778,623) | (508,321)
Net cash generated from operating activities | 6,805,791 | 165,980
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (571,830) | -
Purchase of tangible fixed assets | (99,758) | (57,976)
Sale of tangible fixed assets | 25,596 | -
Purchase of subsidiaries | - | (26,788,933)
Interest received | 33,923 | 22,326
Net cash from investing activities | (612,069) | (26,824,583)
Page 17
BAY TOPCO LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 30 SEPTEMBER 2025
|  | 2025 | 2024
|  | £ | £
Cash flows from financing activities |  |
Issue of ordinary shares | - | 987,499
Issue of preference shares | - | 19,750,000
Repayment of/new secured loans | (382,500) | 7,698,579
Interest paid | (1,560,730) | (720,684)
Net cash used in financing activities | (1,943,230) | 27,715,394
Net increase in cash and cash equivalents | 4,250,492 | 1,056,791
Cash and cash equivalents at beginning of year | 1,056,791 | -
Cash and cash equivalents at the end of year | 5,307,283 | 1,056,791
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 6,807,283 | 3,306,791
Bank credit facility | (1,500,000) | (2,250,000)
| 5,307,283 | 1,056,791
Page 18
BAY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
1. | General information
Bay Topco Limited ("the Company") is a private company, limited by shares and incorporated in England and Wales, registered number 15438149. The address of the registered office is The Second Floor, Rosemount House, Rosemount Estate, Elland, United Kingdom, HX5 0EE. The prior period financial statements have been prepared for an 8 month period to 30 September 2024 and are therefore not directly comparable. The principal activity of the Group is the sale and distribution of fire protection and prevention services. The principal activity of the Company is that of a holding company. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. These financial statements have been presented in pound sterling which is the functional currency of the Company, and rounded to the nearest £. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, 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 19
BAY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.3 | The financial reporting standard 102 - reduced disclosure exemptions
The Parent Company 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 requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
| 2.4 | Going concern
The Directors have prepared the financial statements on a going concern basis. This is based on the financial projections and the current expectations of the Directors about the prospects of the Group. The Group is in constant contact with all Stakeholders, including its Bank and Shareholders, and prepares regular financial forecasts to monitor the Group's funding requirements through retained profits and borrowing facilities, and projected compliance with the banking covenants. Based on these projections, the Directors consider that the Group can meet its obligations as they fall due for a period of at least twelve months from the date of the Directors' approval of these financial statements.
| 2.5 | Revenue
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates. When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income. Revenue from contracts for the provision of fire safety installations is recognised by reference to the stage of completion, when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is estimated by reference to a number of factors including comparing costs incurred to date to total expected costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
| 2.6 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset. Page 20
BAY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.7 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.8 | 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.
| 2.9 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.10 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
| 2.11 | Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets. The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received. Termination benefits are recognised immediately as an expense when the Group is demonstrably committed to terminate the employment of an employee or to provide termination benefits. Page 21
BAY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.12 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting 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 reporting 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 reporting date.
| 2.13 | Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence. Page 22
BAY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.14 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life. Other intangible assets Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
|  |  |  | Customer contracts | - |  | 11.5 years
|  |  |  | Computer software | - |  | 5 years
|  |  |  | Goodwill | - |  | 10 years
|  |  |  | Brand | - |  | 12 years
| 2.15 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the following methods:. Depreciation is provided on the following basis:
|  |  |  | Tools and equipment | - | 3 years straight line and 15% reducing balance
|  |  |  | Motor vehicles | - | 25% straight line
|  |  |  | Fixtures and fittings | - | 3 years straight line and 25% reducing balance
|  |  |  | Office equipment | - | 3 years 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. Page 23
BAY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.16 | Long term contracts
Where the outcome of a long term contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the reporting end date. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable. When it is probable that total contract costs will exceed total contract turnover, the expected loss is recognised as an expense immediately. Where the outcome of a long term contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred where it is probable that they will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When costs incurred in securing a contract are recognised as an expense in the period in which they are incurred, they are not included in contract costs if the contract is obtained in a subsequent period.
| 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 estimated selling price less costs to sell, which is equivalent to net realisable value. At each reporting date, stocks are assessed for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised 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. In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
| 2.21 | 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. Page 24
BAY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 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. The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102. Financial instruments are recognised in the Group's Statement of Financial Position 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. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Page 25
BAY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.23 | Financial instruments (continued)
Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. Page 26
BAY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.23 | Financial instruments (continued)
Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In the application of the Group's accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. Key sources of estimation uncertainty The estimates and assumptions which have a significant risk of using a material adjustment to the carrying amount of assets and liabilities are as follows: (i) Assessment of income receivable from contracts Management assess the amount of income receivable in respect of contracts based on their estimate of the stage of completion of each contract, anticipated contract revenue and the estimate of costs to complete. (ii) Assessing indicators of impairment In assessing whether there have been any indicators of impairment assets, the Directors have considered both external and internal sources of information, such as market conditions, counterparty credit ratings and experience of recoverability. There have been no indicators of impairments identified during the current financial year. Page 27
BAY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
4. | Turnover
The total turnover of the Group for the period has been derived from its principal activity wholly undertaken in the United Kingdom.
|  |  |  |  | 12 months ended 30 September | 8 months ended 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 57,444,423 | 26,633,138
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 12 months ended 30 September | 8 months ended 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Depreciation of tangible fixed assets | 103,754 | 50,488
| Amortisation of intangible assets | 3,126,544 | 1,545,573
| Other operating lease rentals | 795,367 | 453,700
| (Profit)/Loss on disposal of fixed assets | (25,063) | 16,692
6. | Auditor's remuneration
| During the year, the Group obtained the following services from the Company's auditor::
|  |  |  |  | 12 months ended 30 September | 8 months ended 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditor: for the audit of the consolidated and parent Company's financial statements | 85,000 | 94,000
| Fees payable to the Company's auditor: in respect of: |  |
| Taxation compliance services | 22,615 | 22,000
| All non-audit services not included above | 28,005 | 27,800
Page 28
BAY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
7. | Employees
| Staff costs, including Directors' remuneration, were as follows:
|  | 12 months ended 30 September 2025 | 8 months ended 30 September 2024
|  | £ | £
| Wages and salaries | 13,374,999 | 5,053,900
| Social security costs | 1,706,674 | 674,152
| Cost of defined contribution scheme (see note 28) | 670,618 | 281,871
|  | 15,752,291 | 6,009,923
| The average monthly number of employees, including the Directors, during the year was as follows:
|  |  | 12 months ended 30 September | 8 months ended 30 September
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Directors and key management | 6 | 6
|  | Direct labour | 117 | 100
|  | Contract overheads | 93 | 83
|  | Administration | 69 | 72
|  |  | 285 | 261
Page 29
BAY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
8. | Directors' remuneration
|  |  |  |  | 12 months ended 30 September | 8 months ended 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 796,905 | 439,943
| Group contributions to defined contribution pension schemes | 147,010 | 71,367
|  | 943,915 | 511,310
| During the year retirement benefits were accruing to 3 Directors (2024 - 3) in respect of defined contribution pension schemes.
| The highest paid Director received remuneration of £185,421 (2024 - £94,256).
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £37,816 (2024 - £14,595).
9. | Fair value movements
|  | 2025 | 2024
|  | £ | £
| Fair value movement on interest rate cap | 51,672 | 100,781
10. | Interest receivable
|  |  |  |  | 12 months ended 30 September | 8 months ended 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | 33,923 | 22,326
Page 30
BAY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
11. | Interest payable and similar expenses
|  |  |  |  | 12 months ended 30 September | 8 months ended 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | 1,480,612 | 690,639
| Other loan interest payable | 80,118 | 30,045
| Interest on preference shares | 2,517,652 | 1,243,280
|  | 4,078,382 | 1,963,964
12. | Taxation
|  |  |  |  | 12 months ended 30 September | 8 months ended 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 689,629 | 174,588
| Adjustments in respect of previous periods | (34,445) | (23,222)
|  | 655,184 | 151,366
| Total current tax | 655,184 | 151,366
| Deferred tax |  |
| Origination and reversal of timing differences | (311,288) | (240,494)
| Adjustments in respect of prior periods | 1,317 | -
| Total deferred tax | (309,971) | (240,494)
| Tax on loss | 345,213 | (89,128)
Page 31
BAY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 12.Taxation (continued)
| Factors affecting tax charge for the year/period
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 12 months ended 30 September | 8 months ended 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (1,858,288) | (287,596)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (464,572) | (71,899)
| Effects of: |  |
| Non-tax deductible amortisation of goodwill and impairment | 343,573 | 171,787
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 671,406 | 566,412
| Adjustments to tax charge in respect of prior periods | (34,445) | (23,222)
| Adjustments to tax charge in respect of prior periods - deferred tax | 1,317 | -
| Non-taxable income | - | (582)
| Fixed asset differences | 1,367 | 1,447
| Movement in deferred tax not recognised | (173,433) | 132,792
| Other permanent differences | - | (865,863)
| Total tax charge for the year/period | 345,213 | (89,128)
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 32
BAY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
13. | Exceptional items
|  |  |  |  | 12 months ended 30 September | 8 months ended 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Legal and other fees | - | 92,094
| Included within the prior period exceptional items are amounts related to the restructuring of the Group.
14. | Intangible assets
| Group
|  | Customer contracts | Brand | Computer software | Goodwill | Total
|  | £ | £ | £ | £ | £
| Cost |  |  |  |  |
| At 1 October 2024 | 13,090,000 | 6,512,000 | 175,625 | 13,742,927 | 33,520,552
| Additions | - | - | 571,830 | - | 571,830
| At 30 September 2025 | 13,090,000 | 6,512,000 | 747,455 | 13,742,927 | 34,092,382
| Amortisation |  |  |  |  |
| At 1 October 2024 | 569,130 | 271,333 | 104,892 | 687,146 | 1,632,501
| Charge for the year | 1,138,261 | 542,667 | 71,323 | 1,374,293 | 3,126,544
| At 30 September 2025 | 1,707,391 | 814,000 | 176,215 | 2,061,439 | 4,759,045
| Net book value |  |  |  |  |
| At 30 September 2025 | 11,382,609 | 5,698,000 | 571,240 | 11,681,488 | 29,333,337
| At 30 September 2024 | 12,520,870 | 6,240,667 | 70,733 | 13,055,781 | 31,888,051
Page 33
BAY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
15. | Tangible fixed assets
| Group
|  | Plant and machinery | Motor vehicles | Fixtures and fittings | Office equipment | Total
|  | £ | £ | £ | £ | £
| Cost |  |  |  |  |
| At 1 October 2024 | 62,495 | 189,409 | 332,012 | 358,550 | 942,466
| Additions | 9,773 | - | 30,960 | 59,025 | 99,758
| Disposals | - | (189,409) | - | (738) | (190,147)
| At 30 September 2025 | 72,268 | - | 362,972 | 416,837 | 852,077
| Depreciation |  |  |  |  |
| At 1 October 2024 | 55,285 | 189,409 | 243,229 | 259,836 | 747,759
| Charge for the year | 6,416 | - | 38,226 | 59,112 | 103,754
| Disposals | - | (189,409) | - | (205) | (189,614)
| At 30 September 2025 | 61,701 | - | 281,455 | 318,743 | 661,899
| Net book value |  |  |  |  |
| At 30 September 2025 | 10,567 | - | 81,517 | 98,094 | 190,178
| At 30 September 2024 | 7,210 | - | 88,783 | 98,714 | 194,707
16. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost and net book value |
| At 1 October 2024 | 16,603,558
| At 30 September 2025 | 16,603,558
Page 34
BAY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Class of shares | Holding
| Bay Holdco Limited | Ordinary | 100%
| Bay Midco Limited* | Ordinary | 100%
| Bay Bidco Limited* | Ordinary | 100%
| Checkmate Holdings Group Limited* | Ordinary | 100%
| Rosse Systems Limited* | Ordinary | 100%
| Checkmate Holdings Ltd* | Ordinary | 100%
| Checkmate Fire Solutions Limited* | Ordinary | 100%
| Checkmate Fire Compliance Limited* | Ordinary | 100%
| All the subsidiary undertakings listed above, with the exception of Rosse Systems Limited, have their registered office at The Second Floor, Rosemount House, Rosemount Estate, Huddersfield Road, Elland, England, HX5 0EE. Rosse Systems Limited have their registered office at 4 Peel House, Taunton Street, Shipley, West Yorkshire, BD18 3NA. Those marked with a * are held indirectly. The following subsidiary companies have elected to take the audit exemption available under section 479A, as a result of the parent guarantee which has been issued under section 479C of the Companies Act 2006: - Bay Holdco Limited - Bay Midco Limited - Checkmate Holdings Group Limited - Checkmate Holdings Limited Checkmate Fire Compliance Limited was exempt from the requirements relating to audit of the individual financial statements by virtue of section 480 of the Companies Act 2006.
17. | Stocks
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Finished goods and goods for resale | 247,141 | 173,367
Page 35
BAY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
18. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade debtors | 5,526,937 | 7,528,618 | - | -
| Amounts owed by group undertakings | - | - | 4,133,943 | 4,133,943
| Other debtors | 933,126 | 723,814 | - | -
| Prepayments and accrued income | 8,251,448 | 4,407,859 | - | -
| Amounts recoverable on long-term contracts | 5,574,686 | 4,555,145 | - | -
| Tax recoverable | 629,621 | 526,261 | - | -
|  | 20,915,818 | 17,741,697 | 4,133,943 | 4,133,943
| Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
19. | Cash and cash equivalents
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Cash at bank and in hand | 6,807,283 | 3,306,791
| Less: bank credit facility | (1,500,000) | (2,250,000)
|  | 5,307,283 | 1,056,791
Page 36
BAY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
20. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank credit facility | 1,500,000 | 2,250,000 | - | -
| Bank loans | 680,309 | 175,468 | - | -
| Gross amounts owed to contract customers | 1,395,601 | 2,040,506 | - | -
| Trade creditors | 7,456,062 | 3,821,679 | - | -
| Corporation tax | - | 20,079 | - | -
| Other taxation and social security | 1,928,223 | 2,629,801 | - | -
| Other creditors | 1,298,046 | 685,248 | - | -
| Accruals and deferred income | 4,889,402 | 2,659,589 | - | -
|  | 19,147,643 | 14,282,370 | - | -
| Amounts owed to group undertakings are unsecured, interest free and repayable on demand. The bank overdraft facility is repayable in installments and is secured by way of a fixed and floating charge over all assets held.
21. | Creditors: Amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank loans | 11,842,802 | 12,523,111 | - | -
| Shares treated as debt | 23,510,932 | 20,993,280 | 23,510,932 | 20,993,280
|  | 35,353,734 | 33,516,391 | 23,510,932 | 20,993,280
| Disclosure of the terms and conditions attached to the non-equity shares is made in note 24.
The bank loans are secured by way of fixed and floating charges over the assets of the following group companies: Bay Bidco Limited, Bay Midco Limited, Checkmate Holdings Group Limited, Rosse Systems Limited, Checkmate Holdings Ltd and Checkmate Fire Solutions Limited. Interest is payable at a rate of between 7.72% and 9.70%. Page 37
BAY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
22. | Loans
| Analysis of the maturity of loans is given below:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Amounts falling due within one year |  |
| Bank loans | 680,309 | 175,468
|  | 680,309 | 175,468
| Amounts falling due 2-5 years |  |
| Bank loans | 2,342,802 | 2,720,770
|  | 2,342,802 | 2,720,770
| Amounts falling due after more than 5 years |  |
| Bank loans | 9,500,000 | 9,802,341
|  | 9,500,000 | 9,802,341
|  | 12,523,111 | 12,698,579
23. | Deferred taxation
| Group
|  | 2025 | 2024
|  | £ | £
| At beginning of year | (4,716,819) | -
| Charged to profit or loss | 309,971 | 240,494
| Arising on business combinations | - | (56,813)
| Intangible assets arising on consolidation | - | (4,900,500)
| At end of year | (4,406,848) | (4,716,819)
Page 38
BAY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 23.Deferred taxation (continued)
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Fixed asset timing differences | (173,222) | (38,893)
| Short term timing differences | 36,526 | 12,458
| Intangible assets arising on consolidation | (4,270,152) | (4,690,384)
|  | (4,406,848) | (4,716,819)
24. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Shares classified as equity
|  | Allotted, called up and fully paid |  |
|  | 741,708 (2024 - 741,708) A Ordinary shares of £0.01 each | 7,417 | 7,417
|  | 88,291 (2024 - 88,291) B Ordinary shares of £0.01 each | 883 | 883
|  | 157,500 (2024 - 157,500) C Ordinary shares of £0.01 each | 1,575 | 1,575
|  |  | 9,875 | 9,875
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Shares classified as debt
|  | Allotted, called up and fully paid |  |
|  | 19,750,000 (2024 - 19,750,000) Preference shares of £1.00 each | 19,750,000 | 19,750,000
| The holders of the A Ordinary B Ordinary and C Ordinary shares are entitled to attend and vote at general meetings, receive dividends and participate in a distribution in the event of the winding up of the Company. The shares are not redeemable. Preference shares accrue a fixed cumulative preferential dividend at an annual rate of 12% of the issue price per share. This compounds annually.
Page 39
BAY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
25. | Reserves
Share premium account The share premium account represents amounts paid for shares above their nominal value. Profit and loss account Profit and loss reserve represents cumulative total comprehensive income less dividends paid.
26. | Analysis of net debt
|  | At 1 October 2024 | Cash flows | Preference share interest | Repayment of/new loans | Other non-cash changes | At 30 September 2025
|  | £ | £ | £ | £ | £ | £
| Cash at bank and in hand | 3,306,791 | 3,500,492 | - | - | - | 6,807,283
| Bank overdrafts | (2,250,000) | 750,000 | - | - | - | (1,500,000)
| Debt due after 1 year | (33,516,391) | 680,309 | (2,517,652) | - | - | (35,353,734)
| Debt due within 1 year | (175,468) | (680,309) | - | 382,500 | (207,032) | (680,309)
|  | (32,635,068) | 4,250,492 | (2,517,652) | 382,500 | (207,032) | (30,726,760)
27. | Capital commitments
| At 30 September 2025 the Group and Company had capital commitments as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Contracted for but not provided in these financial statements | - | (305,120)
28. | Pension commitments
The Group operates a defined contributions 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 £670,618 (2024 - £281,871). Contributions totalling £4,426 (2024 - £8,710). were payable to the fund at the balance sheet date. Page 40
BAY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
29. | Commitments under operating leases
| At 30 September 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Not later than 1 year | 745,486 | 889,034
| Later than 1 year and not later than 5 years | 1,034,222 | 1,446,078
|  | 1,779,708 | 2,335,112
30. | Related party transactions
| The Group has taken advantage of the exemption available in section 33 of FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" related party disclosures from the requirement to disclose transactions with wholly owned group companies. During the prior period, the Group was charged £350,059 by the ultimate parent undertaking, IK DC Luxco 10 Sarl, in relation to the group restructure. During the period, the Group incurred £50,280 (2024 - £61,539) of fees with other related parties, and amounts totalling £5,152 (2024 - £4,855) were due at the year end. During the year, the Group incurred interest of £2,517,652 (2024 - £1,243,280) on preference shares. The full amount is included within creditors at the year end.
31. | Controlling party
The Company's immediate and ultimate parent undertaking is IK DC Luxco 10 Sarl, a company registered in Luxembourg.
Page 41