These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

BTU Holdings 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 with the support of the group and there is a formal support letter in place. 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.

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, subject to support of the group if ever required. The directors have reasonable expectation that the group has adequate resources to continue to support the company and there is a formal letter in place. Accordingly, the financial statements have been prepared on a going‑concern basis.

Revenue from intercompany recharges is recognised when the related services are provided to group entities. Where services are delivered over a period of time, revenue is recognised on a straight-line-basis or another systematic basis that reflects the pattern in which the services are performed. Amounts are recognised only to the extent that the economic benefits are expected to be recoverable.

Income from investments is recognised when the right to receive payment is established. Gains and losses on disposal of investments are recognised in profit or loss when the investments are sold and the related gains or losses are realised.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Tangible fixed assets are stated at cost less depreciation. Depreciation is provided using the reducing balance method (except where otherwise indicated) at the following rates:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Recoverable amount is the higher of fair value less costs to sell and value in use.

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 balance sheet 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 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.

Listed shares investments

Investments in listed shares are measured at fair value, with changes in fair value recognised in profit or loss. Fair value is determined by reference to the quoted market price at the reporting date. Transaction costs are expensed as incurred.

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.

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 and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

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.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

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 leases asset are consumed.

Judgements and Key Sources of Estimation Uncertainty

The directors are required to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. These estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical Judgements

The directors have made no judgements, apart from those involving estimations, that have had a significant effect on amounts recognised in the financial statements.

Useful Lives of Property, Plant and Equipment

The useful lives of property, plant and equipment are reviewed annually to ensure they are in line with the expected economic benefits derived from the assets. The directors use their knowledge and experience of similar assets, as well as industry practice, to determine appropriate useful lives.

Factors Relating to Key Areas of Estimation Uncertainty

The useful economic life of an asset is the period over which the asset is expected to be available for use by the group. This estimate is based on the following factors:

• Expected usage of the asset: Assessed by reference to the asset’s expected usage capacity when compared to other companies in the industry.

• Expected physical wear and tear: Dependent on operational factors such as the number of repairs and maintenance program.

• Technical or commercial obsolescence: Arising from changes or improvements in technological advancement of similar assets available on the market.

• Historical usage of the asset not being aligned with expectations: Arising with over- or under- consuming the asset when compared with its assumed useful economic life.

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

Details of the company's subsidiaries at 31 October 2025 are as follows:

The following are the major deferred tax liabilities and assets recognised by the company:

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

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 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.

Emphasis of matter

We draw attention to note 1.2 of the financial statements, which describes reliance on support from the group. Our opinion is not modified in this respect.

Amounts contracted for but not provided in the financial statements:

The company has taken advantage of the exemption conferred by FRS 102 Section 33 whereby it has not disclosed transactions with any wholly owned subsidiary undertakings.

At the year end, creditors falling due within one year include unsecured, interest‑free and repayable‑on‑demand working capital loans due to subsidiary companies amounting to £3,352,642 (2024: £2,898,126). As the loans are interest‑free, they are not considered to be on an arm’s‑length basis.

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 Holdings Limited 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.