The directors present the strategic report for the year ended 31 October 2025.

The Company’s principal activity remains the installation and maintenance of mechanical and electrical systems to the Building Services Industry.

The year ended 31 October 2025 represents a significant step forward for the Company, both operationally and strategically. The business has delivered strong growth across its core activities, alongside the successful completion of a Management Buyout (“MBO”) at year end, positioning the Company for its next phase of sustainable development.

Turnover increased to £22.99m (2024: £21.31m), representing growth of approximately 7.9%, reflecting continued demand across both Installation and Maintenance services and the strengthening of long-standing client relationships.

Profit before tax increased significantly to £1.36m (2024: £0.63m), demonstrating improved operational performance and cost control across the business. Gross profit margins also improved to 27.4% (2024: 26.6%), continuing the Company’s track record of maintaining and enhancing margins while scaling activity.

Although the Company continued to generate cash, the working‑capital outflow was driven principally by the £3.5m loan provided to the ultimate parent undertaking to fund the sale consideration.

Operational Performance

The Installation division continued its strong trajectory, benefiting from increased activity with NHS Trusts, Local Authorities, and University partners. The Company has successfully secured and delivered a number of new projects, including specialist laboratory works, and continues to build a pipeline of opportunities with both new and existing clients.

The Maintenance division remained a stable and important contributor to the business, with a continued focus on long-term relationships and recurring revenue streams. Whilst some contract churn and procurement changes continue to occur across the sector, the Company has maintained a strong base of clients and continues to secure new maintenance opportunities.

The Company’s collaborative delivery model and reputation for quality have resulted in repeat business and further contract awards, underpinning future revenue visibility.

Management Buyout (MBO)

A key milestone during the year was the successful completion of a Management Buyout on 31 October 2025. Andrew McCracken and Paul Bass completed the acquisition of the Company from the former owner, Paul Merritt, who resigned as a director at that date.

This transition represents a natural evolution of the business, placing ownership firmly with the existing leadership team who have been instrumental in driving the Company’s growth in recent years.

The MBO has simplified the ownership structure, removed legacy share option arrangements, and aligned management fully with the long-term success of the Company. It provides a strong platform for continued strategic growth and reinforces stability for employees, clients, and stakeholders.

Overheads and Investment

Administrative expenses reduced to £4.43m (2024: £4.61m), reflecting ongoing cost discipline and the benefits of prior investment in people, systems, and infrastructure.

The business continues to invest in its workforce and operational capability, with employee numbers increasing to an average of 125 (2024: 121), particularly within production roles to support increased activity levels.

The principal risks facing the Company remain consistent with prior years and include:

• Economic pressures impacting public sector spending

• Contract retention and re-tendering risk

• Working capital requirements associated with growth

• Recruitment and retention of skilled labour

These risks are actively managed through strong client relationships, diversified revenue streams, prudent financial management, and ongoing investment in people.

Future Developments and Outlook

Following the successful MBO, the Company enters 2026 with a clear strategic focus on sustainable growth.

The Board’s priorities are:

• Delivering high-quality service to existing clients.

• Successfully retaining key contracts through upcoming re-tender processes.

• Expanding the client portfolio through targeted new business opportunities.

• Continuing to grow expertise in decarbonisation and hard facilities management with a particular emphasis on fabric maintenance opportunities alongside our M & E and HVAC contracts.

The Company sees significant opportunities in the continued transition towards low-carbon buildings and increased demand for integrated building services solutions.

With a strong order book, an experienced management team, and a proven delivery model, the Company is confident in its ability to continue growing without any discernible reduction in margins, while remaining cash generative.

The Board believes the business is well positioned to maintain its trajectory of sustainable growth into 2026 and beyond.

On behalf of the board

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend. In the prior year £180,000 of dividends were paid.

The auditor, Ward Williams Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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; 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 BTU (Installation & Maintenance) Limited (the 'company') for the year ended 31 October 2025 which comprise the income statement, the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows 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).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 October 2025 and of its profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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 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. 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 our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or

• the 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.

As explained more fully in the directors' responsibilities statement, 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

The objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud or error; and to respond appropriately to those risks. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

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

• We obtained an understanding of the legal and regulatory frameworks applicable to the company and the sector in which they operate. We determined that the following were the most significant: the Companies Act 2006 and UK corporate taxation laws.

• We obtained an understanding of how the company are complying with those legal and regulatory frameworks by making inquiries to the management of the company. We corroborated our inquiries through our review of correspondence during our audit work.

• We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed included:

• identifying and assessing the design and implementation of controls management has in place to prevent and detect fraud;

• understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;

• challenging assumptions and judgements made by management in its significant accounting estimates;

• identifying and testing journal entries, in particular journal entries posted with unusual account combinations; and

• assessing the extent of compliance with the relevant laws and regulations.

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.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

The income statement has been prepared on the basis that all operations are continuing operations.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

BTU (Installation & Maintenance) Limited is a private company limited by shares incorporated in England and Wales. The registered office is 38 Weyside Road, Guildford, Surrey, GU1 1JB.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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 £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

At the time of approving the financial statements, the directors have assessed the company’s ability to continue as a going concern. This assessment included a review of the latest management accounts, detailed cash‑flow forecasts and budgets prepared through to October 2026, expected trading performance, and the timing of key contractual receipts and payments.true

As part of this assessment, the directors also considered the company’s available funding facilities which were formally entered into after year-end, including the invoice‑discounting facility with Lloyds Bank, which provides a review limit of £1,750,000. The facility operates on a rolling four‑month funding period, with no fixed expiry date. The directors have reviewed the facility’s terms, renewal profile and notice arrangements and are satisfied that the facility remains available for the foreseeable future and continues to provide adequate working‑capital support. No issues have been identified that would indicate an inability to renew or continue accessing the facility beyond its current review cycle.

Although the formal budget period does not extend beyond October 2026, the directors consider that extending forecasts further is not required to support the going‑concern conclusion. The board has supplemented the formal forecasts beyond that date with an informal assessment of liquidity, including:

•     analysis of historic cash‑generation trends

•     expected working capital cycle including that of customer collections and supplier payments pattern

•     stability of key customer relationships and contracted revenue

•     availability of external funding as outlined above

Based on this combined review, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going‑concern basis.

Revenue is recognised at the fair value of the consideration received or receivable for plumbing and heating 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.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (upon delivery), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of services 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 calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

Inventories are stated at the lower of cost and net realisable value.

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventories 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.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company 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, which include trade and other receivables and cash and bank balances, are initially measured at transaction price, less any impairment

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.

Loans and receivables are measured at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

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.

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 trade and other payables and loans from fellow group companies are recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.

Trade payables 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.

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.

The tax expense represents the sum of the tax currently payable.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

The costs of short-term employee benefits are recognised as a liability and an expense.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

The group operates defined contribution pension schemes. The assets of the schemes are held separately from those of the group in an independently administered fund.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the EBITDA model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

An analysis of the company's revenue is as follows:

The total turnover for the company for the year has been derived from its principal activity wholly undertaken in the United Kingdom.

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 2).

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

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.

Prior to 31 October 2025, the outstanding share options had an exercise price of £30.31 per share and a remaining contractual life of 8 years and 11 months.

During the year, the Group formally cancelled these options, rendering them invalid. As no further service or performance conditions were required and no additional share‑based payment expense arose, the previously recognised share‑based payment reserve of £176,072 has been transferred to retained earnings reserves.

No share based expenses were incurred (2024: £169,000).

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The operating lease commitment disclosed in the prior year (£18,699) reflected only the period up to the break clause date of 30 April 2025, in line with the terms of the agreement at that time. As the break date has now passed and the lease continues in force, the commitment disclosed in the current year represents the full remaining term of the lease through to its contractual expiry on 30 April 2030. The property is owned by AFM (Holdings) Limited Pension Scheme, in which director Paul Merritt is a Trustee and has a significant interest.

The remuneration of key management personnel, who are also directors, is as follows.

As detailed in note 19, the company entered into a lease agreement for premises owned by AFM (Holdings) Limited Pension Scheme, a scheme in which former director Paul Merritt was a Trustee and had a significant interest. Rent of £37,500 (2024: £37,500) was incurred during the year in respect of this property. Paul Merritt resigned as a director during the year.

There is an intercompany loan between BTU (Installation & Maintenance) Limited and BTU Holdings Limited, with a balance of £3,020,464 due from BTU Holdings Limited as at 31 October 2025. This is a working capital loan, which is interest free and repayable on demand.

There is also an intercompany loan between BTU (Installation & Maintenance) Limited and BTU Group Limited, with a balance of £3,500,000 due from BTU Group Limited as at 31 October 2025. This is a working capital loan, which is interest free and repayable on demand.

The immediate parent of the company is BTU Holdings Limited, a company registered in England and Wales.

The ultimate parent company is BTU Group Limited, a company registered in England and Wales, BTU Group Limited prepares consolidated accounts which can be obtained from their registered address.

Following the resignation of Paul Merritt, the controlling parties of the ultimate parent, BTU Group Limited. are Andrew McCracken (59 ordinary shares at £1 each), Helen McCracken (1 ordinary share at £1), Paul Bass (39 ordinary shares at £1 each) and Susan Bass (1 ordinary share at £1), who together hold 100% of the issued voting share capital.

Andrew McCracken is the majority shareholder and ultimate individual shareholder controlling the group.

BTU Group Limited, including BTU (Installation & Maintenance) has agreed to purchase the shares of the company from former director, Paul Merritt, who resigned on 31 October 2025. There is a charge to include the obligation to pay deferred consideration under the SPA.