REGISTERED NUMBER: 15922060 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2025

FOR

BPX GROUP HOLDINGS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

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 Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

17

DIRECTORS:

Mr RW Collins

Mr AG Collins

Mr M J Barratt

Mr R Patel

REGISTERED OFFICE:

Unit 3 Rothley Lodge Commercial Park

Loughborough Road

Rothley

Leicestershire

LE7 7NL

REGISTERED NUMBER:

15922060 (England and Wales)

SENIOR STATUTORY AUDITOR:

Mark Harrison BA FCA

AUDITORS:

Mark J Rees LLP Chartered Accountants

Granville Hall

Granville Road

Leicester

Leicestershire

LE1 7RU

The directors present their strategic report of the company and the group for the year ended 31 October 2025.

The principal activity of the group in the year under review was that of the wholesale distribution of electrical goods.

The BPX Group of Companies stock, sell, supply and support a portfolio of over 80,000 electrical, electronic and pneumatic products that are used within control systems or upon machinery to make equipment or processes operate automatically and efficiently.

For 60 years we have been proudly stocking, selling, supporting and servicing automation and control components, devices and solutions, operating as distributors for many of the world's leading electrical, electronic and pneumatic manufacturers. Our guiding principle is to Help to Choose and Help to Use and we come to work each day determined to ensure that BPX customers have the most technically and commercially efficient solutions for their applications.

We now number over two hundred people throughout our 20 locations but remain an independent, responsive and dynamic business.

We represent only the best of equipment manufacturers, each world-wide, market leading companies in their fields. We are proud of our close partnerships with manufacturers such as Schneider Electric and Mitsubishi for whom we are the largest UK distributor.

We support our team members to grow in their current roles and to think about what is next. BPX employees are encouraged to attend courses and events, to share what they do and to learn new skills.

Our employees participate in programmes of technical and vocational training that teach product knowledge and professional skills.

REVIEW OF BUSINESS

The results for the year and financial position of the group are as shown in the annexed financial statements.

Performance of the Business and Outlook

We consider that our key financial performance indicators are those that communicate the financial performance and strength of the group as a whole, these being revenue, gross margin and net assets.

As noted below, these figures are affected by both direct competition to the company and by competition to its customers, changes in foreign exchange rates and also by changes in the customer purchasing strategy.

The profit for the year before taxation was £2,240,697 (2024: £2,314,002).

The group's balance sheet position as at the year end is considered to be strong. The net assets at the year end were £18,921,856 (2024: £16,880,996).

Revenue has increased by £2,894,170 being a 4.9% increase on last year. Targets going forward into next financial year are increased margin and improved profit position.

KPI's £'000

2025

2024

Revenue

£62,044

£59,150

Gross Profit

£15,162

£14,632

Gross Profit % of Sales

24.4%

24.7%

EBT

£2,241

£2,314

EBT % of sales

3.6%

3.9%

Net assets

£18,922

£16,881

Our experienced management team and strong financial position enable us to be well positioned to continue the successful development of the group throughout the years to come.

The directors consider that the results for the year are satisfactory and that the group will continue to trade profitably for the foreseeable future.

The directors are responsible for the maintenance of the group's website www.bpx.co.uk.

PRINCIPAL RISKS AND UNCERTAINTIES

The business environment in which the group operates continues to be challenging. The group itself faces increasing competition from domestic as well as larger firms with global presence.

The group's customers were also subject to continual competition from their respective markets. The majority of the group's purchases and sales are in domestic currencies; movements in the relevant exchange rates did not have a considerable impact on either its turnover or gross margin.

ON BEHALF OF THE BOARD:

Mr AG Collins - Director

30 June 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 October 2025.

DIVIDENDS

No dividends will be distributed for the year ended 31 October 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 November 2024 to the date of this report.

Mr RW Collins

Mr AG Collins

Other changes in directors holding office are as follows:

Mr M J Barratt and Mr R Patel were appointed as directors after 31 October 2025 but prior to the date of this report.

POLITICAL DONATIONS AND EXPENDITURE

During the year, the Group made no political donations.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Mark J Rees LLP Chartered Accountants, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr AG Collins - Director

30 June 2026

Opinion

We have audited the financial statements of BPX Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 affairs as at 31 October 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 UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors 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 Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and 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 directors either intend to liquidate the group or the parent company or to cease operations, or have 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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities outlined above, to detect material misstatements in respect of irregularities, including fraud. 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 ISA's (UK).

We obtained an understanding of the legal and regulatory frameworks applicable to the company and industry in which it operates through our general commercial experience. We determined that the following laws and regulations were most significant: FRS 102, Companies Act 2006 and the relevant tax compliance regulations in the UK. In addition, we concluded that there are certain laws and regulations that may have an effect in the determination of the amounts and disclosures in the financial statements such as health and safety and employee related matters.

We enquired of management concerning the company's policies and procedures relating to:

- the identification and compliance with laws and regulations;

- the detection and response to the risks of fraud;

- the internal controls inherent within the company to mitigate fraud risk and non-compliance to laws and regulations.

We enquired of management, whether they were aware of any instance of non-compliance with laws and regulations or whether they had any knowledge of actual, suspected or alleged fraud.

We communicated relevant laws and regulations and potential areas of fraud to all audit team members including the potential for fraud in revenue recognition. We remained alert to any indications of fraud or non compliance with laws and regulations throughout the audit.

We have determined that the principal risk areas where material irregularities could occur were related to posting manual journal entries to manipulate financial performance, revenue recognition and significant one-off or unusual transactions.

Our audit procedures were designed to respond in particular to these identified risks (including non compliance with laws and regulations and fraud).

Our audit procedures included but were not limited to:

- A review of a sample of stock lines to ensure the valuation of stock is at the lower of cost and net realisable value along with attendance at stocktake to sample the stock count of stock lines.

- A review of a sample of orders received in the year to ensure these were correctly recorded in revenue and detailed cut off testing around the year end to ensure revenue is correctly recognised.

- A review of laws and regulations the company is subject to, followed by compliance checks and discussion with management to ensure no instances of non compliance.

- Identifying and testing journal entries, on a sample basis, to review for potential management bias or manipulation of revenue recognition.

We did not identify any matters during the course of our work that indicated non-compliance with laws and regulations or relating to fraud.

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 Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Mark Harrison BA FCA (Senior Statutory Auditor)

for and on behalf of Mark J Rees LLP Chartered Accountants

Granville Hall

Granville Road

Leicester

Leicestershire

LE1 7RU

20 July 2026

TURNOVER

4

62,044,167

59,149,997

Cost of sales

46,881,946

44,517,582

GROSS PROFIT

15,162,221

14,632,415

Administrative expenses

13,104,364

12,443,813

2,057,857

2,188,602

Other operating income

5,190

10,894

OPERATING PROFIT

6

2,063,047

2,199,496

Interest receivable and similar income

178,335

122,749

2,241,382

2,322,245

Interest payable and similar expenses

7

685

8,243

PROFIT BEFORE TAXATION

2,240,697

2,314,002

Tax on profit

8

199,837

340,954

PROFIT FOR THE FINANCIAL YEAR

2,040,860

1,973,048

OTHER COMPREHENSIVE INCOME

Merger reserve movements

-

600

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

600

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,040,860

1,973,648

Profit attributable to:

Owners of the parent

2,040,860

1,973,048

Total comprehensive income attributable to:

Owners of the parent

2,040,860

1,973,648

FIXED ASSETS

Intangible assets

11

41,608

434,426

Tangible assets

12

1,804,034

1,331,109

Investments

13

-

-

1,845,642

1,765,535

CURRENT ASSETS

Stocks

14

6,808,696

6,568,056

Debtors

15

14,658,418

13,377,245

Cash at bank and in hand

7,032,022

9,094,146

28,499,136

29,039,447

CREDITORS

Amounts falling due within one year

16

11,165,590

13,741,806

NET CURRENT ASSETS

17,333,546

15,297,641

TOTAL ASSETS LESS CURRENT LIABILITIES

19,179,188

17,063,176

CREDITORS

Amounts falling due after more than one year

17

(24,751

)

(31,962

)

PROVISIONS FOR LIABILITIES

20

(232,581

)

(150,218

)

NET ASSETS

18,921,856

16,880,996

CAPITAL AND RESERVES

Called up share capital

21

300

300

Other reserves

22

1,502,800

1,502,800

Retained earnings

22

17,418,756

15,377,896

SHAREHOLDERS' FUNDS

18,921,856

16,880,996

The financial statements were approved by the Board of Directors and authorised for issue on 30 June 2026 and were signed on its behalf by:

Mr AG Collins - Director

Mr RW Collins - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

-

-

Investments

13

297

297

297

297

CURRENT ASSETS

Debtors

15

3

3

CREDITORS

Amounts falling due within one year

16

20,325

20,325

NET CURRENT LIABILITIES

(20,322

)

(20,322

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(20,025

)

(20,025

)

CAPITAL AND RESERVES

Called up share capital

21

300

300

Retained earnings

22

(20,325

)

(20,325

)

SHAREHOLDERS' FUNDS

(20,025

)

(20,025

)

Company's loss for the financial year

-

(20,325

)

The financial statements were approved by the Board of Directors and authorised for issue on 30 June 2026 and were signed on its behalf by:

Mr AG Collins - Director

Mr RW Collins - Director

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Balance at 1 November 2023

300

17,008,747

1,502,200

18,511,247

Changes in equity

Dividends

-

(3,603,899

)

-

(3,603,899

)

Total comprehensive income

-

1,973,048

600

1,973,648

Balance at 31 October 2024

300

15,377,896

1,502,800

16,880,996

Changes in equity

Total comprehensive income

-

2,040,860

-

2,040,860

Balance at 31 October 2025

300

17,418,756

1,502,800

18,921,856

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

300

-

300

Total comprehensive income

-

(20,325

)

(20,325

)

Balance at 31 October 2024

300

(20,325

)

(20,025

)

Changes in equity

Balance at 31 October 2025

300

(20,325

)

(20,025

)

Cash flows from operating activities

Cash generated from operations

1

(354,175

)

3,197,855

Interest paid

(685

)

(8,243

)

Tax paid

(587,908

)

(1,186,732

)

Net cash from operating activities

(942,768

)

2,002,880

Cash flows from investing activities

Purchase of intangible fixed assets

-

(69,784

)

Purchase of tangible fixed assets

(1,054,194

)

(655,720

)

Sale of tangible fixed assets

84,309

3,618,324

Interest received

178,335

122,749

Net cash from investing activities

(791,550

)

3,015,569

Cash flows from financing activities

Capital repayments in year

(4,887

)

(8,654

)

Amount withdrawn by directors

(322,919

)

(497,486

)

Equity dividends paid

-

(3,603,899

)

Net cash from financing activities

(327,806

)

(4,110,039

)

(Decrease)/increase in cash and cash equivalents

(2,062,124

)

908,410

Cash and cash equivalents at beginning of year

2

9,094,146

8,185,736

Cash and cash equivalents at end of year

2

7,032,022

9,094,146

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit before taxation

2,240,697

2,314,002

Depreciation charges

942,956

959,758

Profit on disposal of fixed assets

(53,178

)

(59,337

)

Finance costs

685

8,243

Finance income

(178,335

)

(122,749

)

2,952,825

3,099,917

(Increase)/decrease in stocks

(240,640

)

1,037,104

(Increase)/decrease in trade and other debtors

(924,668

)

1,830,446

Decrease in trade and other creditors

(2,141,692

)

(2,769,612

)

Cash generated from operations

(354,175

)

3,197,855

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 October 2025

31.10.25

1.11.24

£

£

Cash and cash equivalents

7,032,022

9,094,146

Year ended 31 October 2024

31.10.24

1.11.23

£

£

Cash and cash equivalents

9,094,146

8,185,736

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.11.24

Cash flow

At 31.10.25

£

£

£

Net cash

Cash at bank and in hand

9,094,146

(2,062,124

)

7,032,022

9,094,146

(2,062,124

)

7,032,022

Debt

Finance leases

(43,581

)

4,887

(38,694

)

(43,581

)

4,887

(38,694

)

Total

9,050,565

(2,057,237

)

6,993,328

1.	STATUTORY INFORMATION

BPX Group Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 ''The Financial Reporting Standard applicable in the UK and Republic of Ireland'' and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

The group financial statements consolidate the financial statements of BPX Group Holdings Limited and all its subsidiary undertakings drawn up to 31 October each year.

The financial statements are presented in Sterling (£).

Basis of consolidation

The group financial statements consolidate those of the company and of its subsidiary undertakings drawn up to 31 October 2025. Profits and losses on intra group transactions are eliminated in full. On acquisition of a subsidiary, all of the subsidiary's assets and liabilities which exist at the date of acquisition are recorded at their fair values reflecting their condition at that date.

The group has adopted the merger basis of accounting. The merger reserve included in the reserves represent the excess of the cost of the investment in subsidiary undertakings over the nominal values of the share capital of those subsidiary undertakings.

Significant judgements and estimates

There were no areas in which the preparation of the financial statements required to make significant judgements or estimates.

Turnover

Revenue comprises the fair value for the sale of goods excluding value added taxes and represents net invoice value less estimated rebates, returns and settlement discounts.

The group supplies products to customers from its manufacturing sites and warehouses, under standard terms and conditions. In all cases revenue is recognised when the risks and rewards of ownership are transferred and this is defined to be on dispatch of the goods.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of businesses in 2014, 2016 and 2023, is being amortised evenly over its useful life of three years for each business acquired.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Freehold property

-

2% on cost excluding land, 2% on cost and 2% on cost of buildings

Short leasehold

-

2% on cost and 10% - 20% on cost

Plant and machinery

-

33% on cost and 20% on cost

Fixtures and fittings

-

33% on cost, 20% on cost and 15% on reducing balance

Motor vehicles

-

50% on cost, 25% on cost and 25% on reducing balance

Computer equipment

-

25% on cost, 25% on reducing balance, 15% on reducing balance, 10% on cost and Straight line over 3 years

Fixed assets are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable or as otherwise required by relevant accounting standards.

Shortfalls between the carrying value of fixed assets and their recoverable amounts, being the higher of fair value less costs to sell and value-in-use, are recognised as impairment losses. Impairments of revalued assets are treated as a revaluation decrease. All other impairment losses are recognised in profit and loss.

Stocks

Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

Stocks, work in progress and goods for resale are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

Provision is made for obsolete, slow-moving or defective items where appropriate.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.