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Registered number: 13189670 BTGM GROUP LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
BTGM GROUP LIMITED COMPANY INFORMATION
Director | Mr B T G Milner
Registered number | 13189670
Registered office | King House
| Stotts Park James Street
| Westhoughton
| Bolton
| United Kingdom
| BL5 3QR
Independent auditors | AAB Audit & Accountancy Limited
| Carlyle House
| 78 Chorley New Road
| Bolton
| BL1 4BY
BTGM GROUP LIMITED CONTENTS
| Page
Group strategic report | 1 - 3
Director's report | 4
Director's responsibilities statement | 5
Independent auditors' report | 6 - 9
Consolidated statement of comprehensive income | 10
Consolidated balance sheet | 11
Company balance sheet | 12
Consolidated statement of changes in equity | 13
Company statement of changes in equity | 14
Consolidated statement of cash flows | 15
Consolidated analysis of net debt | 16
Notes to the financial statements | 17 - 32
BTGM GROUP LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The director present the strategic report for the year ended 31 December 2025. BTGM Group Limited, was incorporated on 9 February 2021 and on 26 February 2021 purchased the entire share capital of DL M & E Holdings Limited and its trading subsidiary, DL M & E Building Services Ltd. The group has built upon its foundations and provides a quality service to its customers through the mutually beneficial and ethical relationship with their suppliers. The group still offers its Mechanical and Electrical Design and Commercial resources. This resource offers the company the greater opportunity to engage further with its clients to provide additional support on larger project schemes. This underpins its strong links to the large blue-chip clients that it works for, which, along with reciprocal relationships will give the business the platform to build sustainable future growth upon. Fair review of the business The directors consider turnover and profit before tax to be key performance indicators.
|  | 2025 | 2024
|  | £ | £
| Turnover | 19,203,358 | 11,974,444
| Profit /(Loss) before taxation | 2,634,770 | (284,307)
2025 saw turnover increase by 60.37% when compared with 2024. Gross profit margin remained fairly consistent, being 21.72% in 2025 and 18.81% in 2024. Inflationary pressures held the group back from making any changes to the gross margin. The group's existing frameworks and tender projects continue to perform well, ensuring a steady workflow throughout the year. The year has also ended with a strong forward order book. In the prior year the group's financial performance was impacted by a key client, ISG, unexpected administration. After working hard during the year to secure replacement work and recover the workload, the group is now back performing in line with typical performance seen in previous years. Average staff numbers increased through the year, moving from 78 in 2024 to 81 in 2025. Cash balances increased by £500k throughout the year to be back in line with previous years after the dip in 2024 due to ISG going into administration. At the year end, shareholders' funds amounted to £5.2 million. The directors believe the company's position to be financially robust, particularly given that current assets exceed current liabilities by £3.6 million. Our strategy seeks to reinforce our position as a leader in the supply of Mechanical and Electrical services, whilst acting in a responsible and ethical manner. We aim to grow our cash flow and deliver competitive returns to fund future growth. The group specialises in the provision of Mechanical and Electrical engineering services for construction projects in both private and public sectors. Much of the group's activities are organised into the following divisions: • Small Mechanical and Electrical Competitive Tender projects • Large Mechanical and Electrical Competitive Tender projects • Small Mechanical and Electrical allocated Framework projects Page 1
BTGM GROUP LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
• Large Mechanical and Electrical allocated Framework projects • Small works contracts As the whole manner of our Mechanical and Electrical projects become more complex and demanding, we believe our technical expertise along with excellent customer service will be a deciding factor in the growth of the group. Our key strengths include our knowledge and application of product and technology, the financial and project management skills that allow us to deliver solutions and the management of integrated value chains. The group's credentials include registered membership of or accreditation by, the following associations and industry bodies; • NICEIC (National Inspection Council for Electrical Installation) • Construction UK Gold • CHAS (Construction Health and Safety Awareness Scheme) • ISO 9001 : 2015 Quality Management System • REFCOM F - Gas Registered • Mitsubishi Business Solutions Partner • Daiken D1 Partner Principal risks and uncertainties There are several potential risks and uncertainties which could have a material impact on the business performance and could cause actual results to differ materially from expected and historical results. The principal risks inherent in the business model, include the following: Operational risk The activities of the business subject it to risks relating to its ability to implement and maintain effective systems and process control. The group has implemented strict process control to monitor commercial and operational risks. Competitor risk The group faces competition in the core markets in which it operates. There is a danger that its profitability may be impaired. To manage this risk, the group maintains close relationships with its customers, introducers, and other significant participants. Supplier risk The group sources products from around the globe. There is the possibility that logistical problems in certain areas of the world may impact on its ability to supply. To mitigate this risk, the group has invested in strong relationships with its suppliers and has a comprehensive portfolio of products that mean it is able to supply from a variety of sources and minimise any disruption to supply. Credit risk The group operates larger contracts only with Blue Chip clients to mitigate any potential credit risks. The group also ensures that all its potential customers must go through a full test procedure before credit facilities are granted. Page 2
BTGM GROUP LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Key performance indicators
Key features of the group's performance during the year include the following: ∙Our diverse specialist engineering services offering has resulted in us further enhancing our market position and increased market share. ∙Proactive customer service, quality delivery performance and selective tendering focus were key performance drivers that assisted to enhance existing client relationships with repeat business as well as create new client opportunities. Financial KPIs have been discussed in the fair review of the business. This report was approved by the board on 3 July 2026 and signed on its behalf.
Mr B T G Milner Director
Page 3
BTGM GROUP LIMITED DIRECTOR'S REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The director presents his report and the financial statements for the year ended 31 December 2025.
Principal activity
The principal activity of the company is that of a holding company. BTGM Group Limited has two subsidiary undertakings: DL M & E Holdings Limited - Holding company DL M & E Building Services Ltd - Mechanical and electrical installations.
Results and dividends
The results for the year are set out on page 10. Ordinary dividends were paid amounting to £1,089,213. The director does not recommend payment of a further dividend.
Director
The director who held office during the year and up to the date of signature of the financial statements was as follows:
Mr B T G Milner
Future developments
The director and key management continuously seek to improve the group's operating performance with the emphasis on quality, performance, and operating costs. For 2026, we have set out three key priorities: improving our financial performance, develop existing and potential routes to market and to continue to focus on successful project delivery for our customers.
Auditors
The auditors, AAB Audit & Accountancy Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
Strategic Report
The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has been done so in respect of financial instruments.
Statement of disclosure to auditors
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. This report was approved by the board on 3 July 2026 and signed on its behalf.
Mr B T G Milner Director
Page 4
BTGM GROUP LIMITED DIRECTORS' RESPONSIBILITIES STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2025 The director is responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to: ∙select suitable accounting policies 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 director is responsible for keeping adequate accounting records that are sufficient to show and explain the group's and company's transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Page 5
BTGM GROUP LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BTGM GROUP LIMITED
Opinion
We have audited the financial statements of BTGM Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025, which comprise the group profit and loss account, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group 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 group's and of the parent company's affairs as at 31 December 2025 and of the Group's profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or 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 director 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 Auditors' report thereon. The director is 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 Page 6
BTGM GROUP LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BTGM GROUP LIMITED (CONTINUED) 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.
Opinion 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 Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Group strategic report and the Director's report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Director's 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 director's remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Director's responsibilities statement, the director is 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 director determines 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 director is responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the Group or the Parent Company or to cease operations, or has no realistic alternative but to do so.
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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 Group financial statements. Page 7
BTGM GROUP LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BTGM GROUP LIMITED (CONTINUED) 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 engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; ∙we identified the laws and regulations applicable to the group through discussions with directors and other management, and from our commercial knowledge and experience; ∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group, including the Companies Act 2006, taxation legislation and health and safety legislation; ∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and ∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur by: ∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and ∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the risk of fraud through management bias and override of controls, we: ∙performed analytical procedures to identify any unusual or unexpected relationships; ∙tested journal entries to identify unusual transactions; and ∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: ∙agreeing financial statement disclosures to underlying supporting documentation; and ∙enquiring of management as to actual and potential litigation and claims. There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. 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 Auditors' report. Page 8
BTGM GROUP LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BTGM GROUP LIMITED (CONTINUED)
Use of our report
This report is made solely to the group'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 group's members those matters we are required to state to them in an Auditors' 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 group and the group's members, as a body, for our audit work, for this report, or for the opinions we have formed. Alison Cornes (Senior statutory auditor) for and on behalf of Statutory Auditor for and on behalf of AAB Audit & Accountancy Limited (Statutory Auditor) Carlyle House 78 Chorley New Road Bolton BL1 4BY 3 July 2026 Page 9
BTGM GROUP LIMITED GROUP PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 19,203,358 | 11,974,444
Cost of sales |  | (15,032,017) | (9,721,537)
Gross profit |  | 4,171,341 | 2,252,907
Administrative expenses |  | (1,554,759) | (2,578,749)
Other operating income | 5 | 9,351 | 24,033
Operating profit/(loss) | 6 | 2,625,933 | (301,809)
Interest receivable and similar income |  | 8,895 | 17,502
Interest payable and similar expenses |  | (58) | -
Profit/(loss) before taxation |  | 2,634,770 | (284,307)
Tax on profit/(loss) | 10 | (748,662) | (6,682)
Profit/(loss) for the financial year |  | 1,886,108 | (290,989)
Profit/(loss) for the year attributable to: |  |  |
Owners of the Parent Company |  | 1,886,108 | (290,989)
|  | 1,886,108 | (290,989)
Profit/(Loss) for the financial year is all attributable to the owners of the parent company.
There was no other comprehensive income for the period. The total comprehensive income is the profit for the financial period shown above.
Page 10
BTGM GROUP LIMITED REGISTERED NUMBER: 13189670 CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets |  |  | 1,531,402 |  | 1,827,803
Tangible assets | 13 |  | 34,861 |  | 20,374
|  |  | 1,566,263 |  | 1,848,177
Current assets |  |  |  |  |
Debtors | 15 | 3,570,007 |  | 1,710,451 |
Cash at bank and in hand |  | 2,156,079 |  | 1,662,718 |
|  | 5,726,086 |  | 3,373,169 |
Creditors: amounts falling due within one year | 16 | (2,118,054) |  | (843,946) |
Net current assets |  |  | 3,608,032 |  | 2,529,223
Total assets less current liabilities |  |  | 5,174,295 |  | 4,377,400
Provisions for liabilities |  |  |  |  |
Deferred taxation | 17 | (152) |  | (152) |
|  |  | (152) |  | (152)
Net assets |  |  | 5,174,143 |  | 4,377,248
Capital and reserves |  |  |  |  |
Called up share capital | 19 |  | 447,180 |  | 447,180
Profit and loss account |  |  | 4,726,963 |  | 3,930,068
Equity attributable to owners of the Parent Company |  |  | 5,174,143 |  | 4,377,248
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 3 July 2026.
Mr B T G Milner
Director
The notes on pages 17 to 32 form part of these financial statements. Page 11
BTGM GROUP LIMITED REGISTERED NUMBER: 13189670 COMPANY BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 14 |  | 9,761,370 |  | 9,761,370
|  |  | 9,761,370 |  | 9,761,370
Current assets |  |  |  |  |
Cash at bank and in hand |  | 1 |  | 1 |
|  | 1 |  | 1 |
Creditors: amounts falling due within one year | 16 | (9,311,393) |  | (9,307,613) |
Net current liabilities |  |  | (9,311,392) |  | (9,307,612)
Total assets less current liabilities |  |  | 449,978 |  | 453,758
Net assets |  |  | 449,978 |  | 453,758
Capital and reserves |  |  |  |  |
Called up share capital | 19 |  | 447,180 |  | 447,180
Profit and loss account brought forward |  | 6,578 |  | 178 |
Profit for the year |  | 1,085,433 |  | 1,141,523 |
Other changes in the profit and loss account |  | (1,089,213) |  | (1,135,123) |
Profit and loss account carried forward |  |  | 2,798 |  | 6,578
|  |  | 449,978 |  | 453,758
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company's profit for the year was £1,085,433 (2024- £1,141,523 profit). These financial statements have been prepared in accordance with the provisions relating to medium-sized companies. The financial statements were approved and signed by the director and authorised for issue on 3 July 2026
Mr B T G Milner
Director
The notes on pages 17 to 32 form part of these financial statements. Page 12
BTGM GROUP LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2024 | 447,180 | 5,356,180 | 5,803,360
Comprehensive income for the year |  |  |
Loss for the year | - | (290,989) | (290,989)
Total comprehensive income for the year | - | (290,989) | (290,989)
Contributions by and distributions to owners |  |  |
Dividends: Equity capital | - | (1,135,123) | (1,135,123)
Total transactions with owners | - | (1,135,123) | (1,135,123)
At 1 January 2025 | 447,180 | 3,930,068 | 4,377,248
Comprehensive income for the year |  |  |
Profit for the year | - | 1,886,108 | 1,886,108
Total comprehensive income for the year | - | 1,886,108 | 1,886,108
Contributions by and distributions to owners |  |  |
Dividends: Equity capital | - | (1,089,213) | (1,089,213)
Total transactions with owners | - | (1,089,213) | (1,089,213)
At 31 December 2025 | 447,180 | 4,726,963 | 5,174,143
Page 13
BTGM GROUP LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2024 | 447,180 | 178 | 447,358
Comprehensive income for the year |  |  |
Profit for the year | - | 1,141,523 | 1,141,523
Total comprehensive income for the year | - | 1,141,523 | 1,141,523
Contributions by and distributions to owners |  |  |
Dividends: Equity capital | - | (1,135,123) | (1,135,123)
Total transactions with owners | - | (1,135,123) | (1,135,123)
At 31 December 2024 | 447,180 | 6,578 | 453,758
Comprehensive income for the year |  |  |
Profit for the year | - | 1,085,433 | 1,085,433
Dividends: Equity capital | - | (1,089,213) | (1,089,213)
At 31 December 2025 | 447,180 | 2,798 | 449,978
Page 14
BTGM GROUP LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit/(loss) for the financial year | 1,886,108 | (290,989)
Adjustments for: |  |
Amortisation of intangible assets | 296,401 | 296,401
Depreciation of tangible assets | 10,173 | 7,302
Interest paid | 58 | -
Interest received | (8,895) | (17,502)
Taxation charge | 748,662 | 6,682
(Increase)/decrease in debtors | (2,054,483) | 1,901,195
Increase/(decrease) in creditors | 1,020,315 | (1,257,576)
Corporation tax (paid) | (300,000) | (456,974)
Net cash generated from operating activities | 1,598,339 | 188,539
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (24,660) | (1,479)
Interest received | 8,895 | 17,502
Net cash from investing activities | (15,765) | 16,023
Cash flows from financing activities |  |
Dividends paid | (1,089,213) | (1,135,123)
Net cash used in financing activities | (1,089,213) | (1,135,123)
Net increase/(decrease) in cash and cash equivalents | 493,361 | (930,561)
Cash and cash equivalents at beginning of year | 1,662,718 | 2,593,279
Cash and cash equivalents at the end of year | 2,156,079 | 1,662,718
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 2,156,079 | 1,662,718
| 2,156,079 | 1,662,718
Page 15
BTGM GROUP LIMITED CONSOLIDATED ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 DECEMBER 2025
| At 1 January 2025 | Cash flows | At 31 December 2025
| £ | £ | £
Cash at bank and in hand | 1,662,718 | 493,361 | 2,156,079
| 1,662,718 | 493,361 | 2,156,079
Page 16
BTGM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
BTGM Group Limited ("the company") is a private limited company domiciled and incorporated in England and Wales. The registered office is King House, Stotts Park, James Street, Westhoughton, Bolton. The group consists of BTGM Group Limited and all of its subsidiaries. 2.Accounting policies
| 2.1 | Accounting convention
The financial statements have been prepared 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 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. The 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 for parent company information presented within the consolidated financial statements: ∙Section 7 'Statement of Cash Flows': Presentation of a statement of cash flow and related noted 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.
| 2.2 | Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries are accounted for at cost less impairment. Page 17
BTGM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.3 | Basic 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 Balance sheet, 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.
| 2.4 | Going concern
At the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the 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. In respect of long-term contracts and contracts for on-going services, turnover represents the value of work done in the year, including estimates of amounts not invoiced. Turnover in respect of long-term contracts and contracts for on-going services is recognised by reference to the stage of completion.
| 2.6 | 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. Page 18
BTGM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.7 | 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, on the following bases:. Depreciation is provided on the following basis:
|  |  |  | Plant and machinery | - | 20% | straight line
|  |  |  | Motor vehicles | - | 25% | reducing balance
|  |  |  | Fixtures and fittings | - | 20% | straight line
|  |  |  | Computers | - | 33% | 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.
| 2.8 | Fixed asset investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.9 | Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. Page 19
BTGM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued) Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
| 2.10 | Construction contracts
Where the outcome of a construction 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 construction 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.
| 2.11 | Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.
| 2.12 | 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. Financial instruments are recognised in the Group's Balance sheet 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. Page 20
BTGM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.12 | Financial instruments (continued)
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. 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 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. 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. 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. Page 21
BTGM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.12 | Financial instruments (continued)
Derecognition of financial liabilities Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
| 2.13 | Equity instruments
Equity instruments issued by the group 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 group.
| 2.14 | 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 balance sheet 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 balance sheet 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 balance sheet date.
| 2.15 | 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 debtors. The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received. Page 22
BTGM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.16 | Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
| 2.17 | Leases
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the group's accounting policies, the director is 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 causing a material adjustment to the carrying amount of assets and liabilities are as follows. Stage of contract completion Profit is recognised in the profit and loss account in proportion to the stage of completion of a contract, taking into account the work done and expected margin. Professional judgement is applied in assessing the stage of completion of a contract and the anticipated outcome.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Mechanical and electrical installations | 19,203,358 | 11,974,444
|  | 19,203,358 | 11,974,444
| All turnover arose within the United Kingdom.
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BTGM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Sundry income | 9,351 | 24,033
|  | 9,351 | 24,033
6. | Operating profit/(loss)
| The operating profit/(loss) is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Depreciation of owned tangible fixed assets | 10,173 | 7,302
| Amortisation of intangible assets | 296,401 | 296,401
| Operating lease charges | 136,740 | 125,544
7. | Auditors' remuneration
| Fees payable to the company's auditor and associates:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Audit of the financial statements of the group and company | 3,780 | 3,600
| Audit of the financial statements of the company's subsidiaries | 25,610 | 22,700
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BTGM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Employees
| Staff costs, including director's remuneration, were as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Wages and salaries | 3,970,540 | 3,687,963
| Social security costs | 496,421 | 390,092
| Cost of defined contribution scheme | 73,385 | 268,258
|  | 4,540,346 | 4,346,313
| The average monthly number of employees, including the director, during the year was as follows:
|  |  | Group | Group | Company | Company
|  |  | 2025 | 2024 | 2025 | 2024
|  |  | No. | No. | No. | No.
|  | Management | 26 | 27 | 1 | 1
|  | Productive | 55 | 51 | - | -
|  |  | 81 | 78 | 1 | 1
9. | Director's remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Remuneration for qualifying services | 14,236 | 23,327
| Company contributions to defined contribution pension schemes | - | 3,809
|  | 14,236 | 27,136
| During the year retirement benefits were accruing to 1 director (2024 - 1) in respect of defined contribution pension schemes.
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BTGM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 748,662 | 7,173
| Total current tax | 748,662 | 7,173
| Deferred tax |  |
| Origination and reversal of timing differences | - | (491)
| Total deferred tax | - | (491)
| Tax on profit/(loss) | 748,662 | 6,682
| Factors affecting tax charge for the year
| The tax assessed for the year is the same as the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit/(loss) on ordinary activities before tax | 2,634,770 | (284,307)
| Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 658,693 | (71,077)
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 93,980 | 78,530
| Capital allowances for year in excess of depreciation | (3,622) | 1,456
| Deferred tax movement | - | (491)
| Marginal relief | (389) | (1,736)
| Total tax charge for the year | 748,662 | 6,682
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BTGM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Dividends
|  | 2025 | 2024
|  | £ | £
| Recognised as distributions to equity holders: |  |
| Final paid | 1,089,213 | 1,135,123
12. | Intangible assets
| Group and Company
|  | Goodwill
|  | £
| Cost |
| At 1 January 2025 | 2,989,070
| At 31 December 2025 | 2,989,070
| Amortisation |
| At 1 January 2025 | 1,161,267
| Charge for the year on owned assets | 296,401
| At 31 December 2025 | 1,457,668
| Net book value |
| At 31 December 2025 | 1,531,402
| At 31 December 2024 | 1,827,803
| The company has no intangible fixed assets at 31 December 2025 or 31 December 2024.
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BTGM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13. | Tangible fixed assets
| Group
|  | Plant and machinery | Motor vehicles | Fixtures and fittings | Office equipment | Total
|  | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |
| At 1 January 2025 | 662 | 30,050 | 14,298 | 10,918 | 55,928
| Additions | - | - | 813 | 23,847 | 24,660
| At 31 December 2025 | 662 | 30,050 | 15,111 | 34,765 | 80,588
| Depreciation |  |  |  |  |
| At 1 January 2025 | 661 | 17,905 | 7,069 | 9,919 | 35,554
| Charge for the year on owned assets | - | 3,036 | 2,901 | 4,236 | 10,173
| At 31 December 2025 | 661 | 20,941 | 9,970 | 14,155 | 45,727
| Net book value |  |  |  |  |
| At 31 December 2025 | 1 | 9,109 | 5,141 | 20,610 | 34,861
| At 31 December 2024 | 1 | 12,145 | 7,229 | 999 | 20,374
14. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2025 | 9,761,370
| At 31 December 2025 | 9,761,370
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BTGM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
| Direct subsidiary undertaking
| The following was a direct subsidiary undertaking of the Company:
| Name | Registered office | Class of shares | Holding
| DL M & E Holdings Limited | King House, James Street, Bolton | Ordinary | 100%
| Indirect subsidiary undertaking
| The following was an indirect subsidiary undertaking of the Company:
| Name | Registered office | Class of shares | Holding
| DL M & E Building Services Ltd | King House, James Street, Bolton | Ordinary | 100%
15. | Debtors
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Trade debtors | 1,974,298 | 581,112
| Other debtors | 244,289 | 206,219
| Prepayments and accrued income | 170,230 | 106,685
| Amounts recoverable on long-term contracts | 1,177,904 | 618,222
| Tax recoverable | 3,286 | 198,213
|  | 3,570,007 | 1,710,451
| The company have no debtors at 31 December 2025 or 31 December 2024.
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BTGM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
16. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade creditors | 1,540,641 | 668,143 | - | -
| Amounts owed to group undertakings | - | - | 9,308,893 | 9,305,113
| Corporation tax | 256,379 | 2,586 | - | -
| Other taxation and social security | 114,857 | 85,075 | - | -
| Other creditors | 30,848 | 20,374 | - | -
| Accruals and deferred income | 175,329 | 67,768 | 2,500 | 2,500
|  | 2,118,054 | 843,946 | 9,311,393 | 9,307,613
17. | Deferred taxation
| Group
|  | 2025
|  | £
| At beginning of year | (152)
| At end of year | (152)
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Liability at 1 January 2025 | (152) | (643)
| Credit to profit of loss | - | 491
|  | (152) | (152)
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BTGM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
18. | Retirement benefit schemes
|  | 2025 | 2024
|  | £ | £
| Charge to profit or loss in respect of defined contribution schemes | 73,382 | 268,258
| A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund. At the year end the group owed £30,848 (2024 - £20,374) in regard to pension contributions.
19. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 31,526,105 (2024 - 31,526,105) Ordinary shares of £0.01 each | 315,261 | 315,261
|  | 7,154,860 (2024 - 7,154,860) B Ordinary shares of £0.01 each | 71,549 | 71,549
|  | 1,788,716 (2024 - 1,788,716) C Ordinary shares of £0.01 each | 17,887 | 17,887
|  | 447,179 (2024 - 447,179) D Ordinary shares of £0.01 each | 4,472 | 4,472
|  | 447,179 (2024 - 447,179) E Ordinary shares of £0.01 each | 4,472 | 4,472
|  | 2,235,895 (2024 - 2,235,895) F Ordinary shares of £0.01 each | 22,359 | 22,359
|  | 670,768 (2024 - 670,768) G Ordinary shares of £0.01 each | 6,708 | 6,708
|  | 447,179 (2024 - 447,179) H Ordinary shares of £0.01 each | 4,472 | 4,472
|  |  | 447,180 | 447,180
| The ordinary shares and F ordinary shares rank pari passu in all respects as regard voting, dividends and distributions, including on winding up and are not redeemable. The B, C, D, E, G and H shares rank pari passu with regard to dividends and distributions, however, the shares have no voting rights.
20. | Commitments under operating leases
| At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Not later than 1 year | 39,437 | 61,739
| Later than 1 year and not later than 5 years | 35,027 | 89,024
|  | 74,464 | 150,763
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BTGM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
21. | Related party transactions
| Remuneration of key management personnel The remuneration of key management personnel is as follows.
|  | 2025 | 2024
|  | £ | £
| Aggregate compensation | 169,633 | 273,713
|  | 169,633 | 273,713
| Transactions with related parties Amounts in relation to wages and pensions totalling £12,500 (2024 - £115,113) were paid to an employee connected to the director.
22.Director's transactions During 2024, the company loaned the director £9,735, this was still outstanding at the year ended 2025. Dividends totalling £385,000 (2024 - £429,125) were paid in the year in respect of shares held by the director and an employee connected to the director.
23. | Controlling party
The group is under the control of the director, Mr B T G Milner.
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