The Directors present the strategic report for the period ended 30 September 2025.
The principal activity of the Company is that of an intermediary holding company. The Company incurs administrative expenses on behalf of the Pyr Topco group and has intercompany balances with interest income and expenses flowing through the entity.
During the period, the Company and its related subsidiaries, including RGE Services Limited (trading as RGE Services), were acquired by RGE Bidco Limited, which forms part of the Pyr Topco Limited group. During the same period, the Pyr Topco group also acquired a 100% interest in NRT Building Services Group Limited (trading as NRT), together with its associated holding companies. Both RGE Services and NRT provide fire and electrical installation and compliance services, primarily across the South East of England.
Both businesses delivered strong performance during the period, with revenue growth driven by robust underlying contract performance as well as a number of contract wins. Gross profit also increased, reflecting a continued focus on delivering high‑quality services, developing long‑term client relationships, and maintaining leading client satisfaction scores within the social housing and related sectors.
The businesses continued to invest in their workforce, with the average number of employees in the period increasing to 415. Growth was seen across both the engineering team and head office function. This investment supports the group’s commitment to maintaining high standards of service delivery and ensuring that its engineering capability reflects the values and ethical standards that the group considers non negotiable.
The Company reported a loss before taxation of £1.9m for the period, driven predominantly by interest payable. At the period end, the Company had net liabilities of £2.9m.
Strategy and business model
The group’s strategy is to grow its presence in the fire, electrical and related sectors by providing installation and compliance services. This is expected to be delivered through organic growth in established sectors, expanding into new, complementary sectors, as well as target acquisitions to access additional market sectors and regions within the United Kingdom. Across all sectors, the group’s objective is to deliver work safely and to build and maintain excellent long‑term customer relationships. The group is also focused on reducing the operating costs through investment in best in class IT systems and equipment.
Its shareholders have representation on the group board and are involved in key strategic decisions in and out of formal board meetings working alongside the executive directors and the senior management team.
Financial risk
The Company is exposed to a variety of financial risks because its operations, including credit risk and liquidity risk. The Directors have established policies and procedures to monitor and manage these risks in a prudent manner.
Liquidity risk
Liquidity risk arises from the finance charges and principal repayments on its debt instruments. The Company's policy is to ensure that it will always have sufficient cash to allow it to meet its financial obligations as they become due. To achieve this the Company's management makes use of 13 week rolling weekly cash forecasts and minimum 12-month budgets and forecasts.
Interest risk
The Company is exposed to cash flow interest rate risk due to fluctuations in interest rates on its intercompany balances.
Risk management and consequence of decisions
Key strategic and operational risks are reviewed at each monthly board meeting specifically considering the likelihood, impact and mitigations. As the environment in which the Company and its fellow subsidiaries operate changes the risks can also change as can the grading of risks.
Key decisions made by the board will be supported by specific discussion papers and analysis. The key factors in arriving at the decision are recorded in the board minutes or other appropriate media. Further information on key risks and the management approach are set out later in this report.
Financial key performance indicators
The Company’s key performance indicators during the period were:
| 2025 | 2024 |
| £’000 | £’000 |
Turnover | - | 1,975 |
EBITDA | (864) | (2,160) |
Operating loss | (864) | (2,160) |
Disabled persons
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the Company continues and that the appropriate training is arranged. It is the policy of the Company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
Employee involvement
The Company's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the Company's performance.
The Directors are aware of their duty under Section 172 (1) of the Companies Act 2006 to act in a way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of shareholders as a whole and, in doing so, to have regard (amongst other matters) to:
The likely consequences of any decision in the long term.
The interests of the Company’s employees.
The need to foster business relationships with suppliers, clients and others.
The impact of the Company’s operations on the community and the environment.
The desirability of the Company maintaining a reputation for high standards of business conduct.
The need to act fairly towards all shareholders of the Company.
Engagement with stakeholders
To deliver our strategy successfully, we need to understand our operating environment, and the relationships between our organisation and the stakeholders we impact.
The Directors have identified the Company’s key stakeholders as shareholders, lenders and staff. Engaging effectively with each group is crucial to the Company’s ongoing success and sustainability. The following summarises the Directors’ approach and engagement mechanisms with these stakeholders.
Shareholders and lenders
The key areas of interest for the shareholders and lenders are the current and future financial performance of the Company along with the sales performance; marketing; HR; operations; risks. The shareholders also determine the overall strategic direction of the Company taking into consideration the needs of all our stakeholders.
Our staff
The Company’s long-term success is predicated on the commitment of our colleagues to our purpose and its demonstration of our values every day. We engage with our workforce to ensure that we are fostering an environment that they are happy to work in and supports their well-being. We engage through one-to-one meetings with managers, employees and regular business update emails to all staff.
The Company aims to be the employer of choice in each of the local regions in which it is located, recognising the pressures of competing demands. The Company aims to remain a responsible employer, both in terms of ensuring the wellbeing of its people as well as maintaining a responsible approach to the pay and benefits of its staff. The Company's employment policies are documented in an Employee Handbook and comply with equal opportunities and relevant legislation. Senior management are responsible for improving policies and procedures in this regard and promulgating best practice learnings throughout the business.
Employee safety and wellbeing, diversity and inclusion, career and personal development, fair pay, clarity of direction, mutual respect and enjoyment at work are essential to our employees. The Company engages with its employees through regular appraisals and performance reviews. In addition, employees are kept informed about matters of concern to them via business updates and specific supplementary communications as required. Team briefings are intended to be two-way communication forums with feedback from employees on business matters actively sought and encouraged.
Energy and carbon report
The Company is exempt from the requirement to report energy and carbon information under The Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. This exemption applies because the Company is a subsidiary undertaking included in the consolidated accounts of PYR Topco Limited for the financial period ending 30 September 2025.
On behalf of the board
The Directors present their annual report and financial statements for the period ended 30 September 2025.
The results for the period are set out on page 9.
No ordinary dividends were paid. The Directors do not recommend payment of a final dividend.
The Directors who held office during the period and up to the date of signature of the financial statements were as follows:
The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
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 including FRS 102 ' The Financial Reporting Standard applicable in the UK and Republic of Ireland 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 of the profit or loss of the Company 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 UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of Bolton Topco Limited (the 'Company') for the period ended 30 September 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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).
Basis for 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 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the 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 strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the Company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.
Bolton Topco Limited is a private company limited by shares incorporated in England and Wales. The registered office is The Nurseries, Gravel Lane, Chigwell, Essex, England, IG7 6BZ.
In the current period, the Company extended its reporting period to 30 September 2025 to coincide with fellow group companies, and the figures presented are for a fifteen month period. The prior year results cover a twelve month period and are therefore not directly comparable.
The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The Company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the Company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 Company after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the Company’s contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the Company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.
Interest income
Interest income is recognised in the statement of comprehensive income using the effective interest method.
Finance costs
Finance costs are charged to statement of comprehensive income 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 proceeds of the associated capital instrument.
Exceptional items
Exceptional items are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance of the Company. They are material either because of thier size or thier nature, and are considered nonrecurring. These items are presented within the line items to which they best relate and reported separately as exceptional items.
In the application of the Company’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.
With the exception of the estimates described above, the Directors consider that there are no other significant judgements or estimates in the preparation of these financial statements.
All income was generated in the United Kingdom.
Exceptional costs relate to non recurring legal fees, professional fees, recruitment and training costs directly related to the group restructure.
The average monthly number of persons (including Directors) employed by the Company during the period was:
Their aggregate remuneration comprised:
During the reporting period, Directors of the Company were remunerated from another group entity.
The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:
Details of the Company's subsidiaries at 30 September 2025 are as follows:
Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
Amounts owed to group undertakings are unsecured and repayable on demand. £7.2m of the balance attracts interest at SONIA + 6%.
The Company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.
There were no outstanding contributions to the scheme as at the year-end (2024: £Nil).
Each class of share ranks pari passu except in certain circumstances where class A Ordinary Shares are entitled to enhanced voting rights.
The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’, not to disclose related party transactions with wholly owned subsidiaries within the group.