ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Year ended

31 March

Period ended

31 March

Registered number: SC824903

BSB BIDCO LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

BSB BIDCO LIMITED

COMPANY INFORMATION

Directors	Mr W Bell
	Mr G McKenna
	Mr S J Shields
	Mr A G Gardiner (resigned 31 July 2026)
	Mr S I Logan
	Mr C Reid
	Mr G M McKenna


Registered number	SC824903


Registered office	Unit 4 Suite 2a
	Flemington Court
	Flemington Industrial Park
	Motherwell
	Lanarkshire
	ML1 2NT


Independent auditors	Sumer Auditco Limited
	Chartered Accountants
	Pentland House
	Saltire Centre
	Glenrothes
	Fife
	KY6 2AH

BSB BIDCO LIMITED

CONTENTS

	Page
Group strategic report	1
Directors' report	2 - 3
Independent auditors' report	4 - 6
Consolidated statement of comprehensive income	7
Consolidated statement of financial position	8
Company statement of financial position	9
Consolidated statement of changes in equity	10
Company statement of changes in equity	11
Consolidated statement of cash flows	12 - 13
Consolidated analysis of net debt	13
Notes to the financial statements	14 - 29

BSB BIDCO LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 MARCH 2026

Introduction

The directors present the strategic report for the year ended 31 March 2026.

Business review

We aim to provide a balanced and comprehensive review of our business during the period and the position of the Group at the year-end. The main activity carried on by the Group is that of structural steel fabrications including installation & design.

In terms of the Group's trading subsidiary BSB Structural Ltd, turnover decreased by 19.56% from £20,183,928 in 2025 to £16,235,427 in 2026. Despite unpredictable steel prices, focused pricing and increased factory efficiencies resulted in gross profit margins improving by 2.70% in the year. Although turnover decreased, the improved gross profit margin resulted in a strong pre-tax profit of £2,471,787 - a decrease of 20% in line with the reduction in turnover.

The Directors are extremely pleased overall with the Group's performance for the year.

High level of uncertain raw materials and utility costs continued to cause raw material supply issues and price volatility throughout the year under review and this climate is forecast to continue for the foreseeable future.

However, the Group has a healthy order book for 2026/27 and is confident of continued strong results in the year ahead, despite the challenges outlined.

Principal risks and uncertainties

The directors consider that in the current economic climate, the principal risk is that of bad debts. This is managed through a combination of credit insurance, tight credit controls and the active pursuit of defaulters through all legal channels.

Performance in the sector is affected by general economic conditions and weather conditions. The directors carry out regular strategic reviews including assessments of competitor activity, market trends, forecasts and customer behaviour.

Financial key performance indicators

The group has developed a number of KPI reports that are monitored daily by the directors. These reports measure various performances within the business that are directly linked with revenue, gross margins and amounts recoverable under long-term contracts including retentions as at the year-end. The Company’s performance against these KPIs for the year (prior period - five months) are noted below:

Revenue £16,235,427 (2025 - £6,930,179)
Gross profit margin 30.60% (2025 - 45.52%)
Amounts recoverable under long-term contracts including retentions £3,862,317 (2025 - £2,094,144)

This report was approved by the board on 14 September 2026 and signed on its behalf.

Mr S J Shields

Director

Page 1

BSB BIDCO LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 MARCH 2026

The directors present their report and the financial statements for the Year ended 31 March 2026.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 for the Group's financial statements and then apply them consistently;

∙make judgments 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 Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to 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.

Results and dividends

The profit for the Year, after taxation, amounted to £1,294,677 (2025 - 423,237).

There were dividends of £99,900 (2025 - nil) paid in the year ended 31 March 2026.

Directors

The directors who served during the Year were:

Mr W Bell

Mr G McKenna

Mr S J Shields

Mr A G Gardiner (resigned 31 July 2026)

Mr S I Logan

Mr C Reid

Mr G M McKenna

Future developments

The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the 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. lt has done so in respect of future developments.

Page 2

BSB BIDCO LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2026

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditors, Sumer Auditco Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 14 September 2026 and signed on its behalf.

Mr S J Shields

Director

Page 3

BSB BIDCO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BSB BIDCO LIMITED

Opinion

We have audited the financial statements of BSB Bidco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the Year ended 31 March 2026, which comprise the Consolidated statement of comprehensive income, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, 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's affairs as at 31 March 2026 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 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 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 directors with respect to going concern are described in the relevant sections of this report.

Page 4

BSB BIDCO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BSB BIDCO LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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 Directors' 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 Directors' 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 Directors' report.

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

∙adequate accounting records have not been kept 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 Directors' responsibilities statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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.

Page 5

BSB BIDCO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BSB BIDCO LIMITED (CONTINUED)

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.

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:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

We focused on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and enquiries of legal counsel. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due 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 Auditors' report.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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 Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Greg Stapley (Senior statutory auditor)

for and on behalf of

Sumer Auditco Limited

Chartered Accountants

Pentland House

Saltire Centre

Glenrothes

Fife

KY6 2AH

14 September 2026

Page 6

BSB BIDCO LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2026

	Year ended 31 March	Period ended 31 March
	2026	2025
	£	£


Turnover	4	16,235,427	6,930,179
Cost of sales		(11,267,643)	(3,775,265)
Gross profit		4,967,784	3,154,914
Administrative expenses		(3,039,649)	(2,454,987)
Operating profit	5	1,928,135	699,927
Interest receivable and similar income	9	-	25
Interest payable and similar expenses	10	(15,182)	(3,387)
Profit before taxation		1,912,953	696,565
Tax on profit	11	(618,276)	(273,328)
Profit for the financial Year		1,294,677	423,237

Profit for the Year attributable to:
Owners of the parent Company	1,294,677	423,237
	1,294,677	423,237

There were no recognised gains and losses for 2026 or 2025 other than those included in the consolidated statement of comprehensive income.

The notes on pages 14 to 29 form part of these financial statements.

Page 7

BSB BIDCO LIMITED

REGISTERED NUMBER: SC824903

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2026

		2026		2025
		£		£

Fixed assets
Intangible assets	14		4,215,437		4,706,556
Tangible assets	15		363,051		419,860
			4,578,488		5,126,416
Current assets
Stocks	17	32,258		34,957
Debtors: amounts falling due within one year	18	3,773,133		2,351,626
Debtors: amounts falling due after more than one year	18	430,346		575,602
Cash at bank and in hand	19	2,364,415		3,475,015
		6,600,152		6,437,200
Creditors: amounts falling due within one year	20	(4,867,296)		(4,885,360)
Net current assets			1,732,856		1,551,840
Total assets less current liabilities			6,311,344		6,678,256
Creditors: amounts falling due after more than one year	21		(1,451,633)		(2,997,364)
Provisions for liabilities
Deferred taxation	24	(75,005)		(90,963)
			(75,005)		(90,963)
Net assets			4,784,706		3,589,929

Capital and reserves
Called up share capital	25	36	36
Share premium account	26	3,166,656	3,166,656
Profit and loss account	26	1,618,014	423,237
		4,784,706	3,589,929

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 14 September 2026.

Mr S J Shields

Director

The notes on pages 14 to 29 form part of these financial statements.

Page 8

BSB BIDCO LIMITED

REGISTERED NUMBER: SC824903

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2026

		2026		2025
		£		£

Fixed assets
Investments	16		9,583,508		9,583,508
			9,583,508		9,583,508
Current assets
Debtors	18	-		24
Cash at bank and in hand	19	44		-
		44		24
Creditors: amounts falling due within one year	20	(1,007,876)		(1,291,504)
Net current liabilities			(1,007,832)		(1,291,480)
Total assets less current liabilities			8,575,676		8,292,028

Creditors: amounts falling due after more than one year	21		(1,383,336)		(2,883,336)

Net assets			7,192,340		5,408,692

Capital and reserves
Called up share capital	25	36	36
Share premium account	26	3,166,656	3,166,656
Profit and loss account	26	4,025,648	2,242,000
		7,192,340	5,408,692

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 14 September 2026.

Mr S J Shields

Director

The notes on pages 14 to 29 form part of these financial statements.

Page 9

BSB BIDCO LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2026

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 April 2025	36	3,166,656	423,237	3,589,929
Comprehensive income for the Year
Profit for the Year	-	-	1,294,677	1,294,677
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(99,900)	(99,900)
At 31 March 2026	36	3,166,656	1,618,014	4,784,706

The notes on pages 14 to 29 form part of these financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 MARCH 2025

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
Comprehensive income for the period
Profit for the Period	-	-	423,237	423,237
Contributions by and distributions to owners
Shares issued during the period	36	3,166,656	-	3,166,692
At 31 March 2025	36	3,166,656	423,237	3,589,929

The notes on pages 14 to 29 form part of these financial statements.

Page 10

BSB BIDCO LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2026

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 April 2025	36	3,166,656	2,242,000	5,408,692
Comprehensive income for the period
Profit for the Year	-	-	1,883,548	1,883,548
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(99,900)	(99,900)
At 31 March 2026	36	3,166,656	4,025,648	7,192,340

The notes on pages 14 to 29 form part of these financial statements.

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 MARCH 2025

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
Comprehensive income for the period
Profit for the period	-	-	2,242,000	2,242,000
Contributions by and distributions to owners
Shares issued during the period	36	3,166,656	-	3,166,692
At 31 March 2025	36	3,166,656	2,242,000	5,408,692

The notes on pages 14 to 29 form part of these financial statements.

Page 11

BSB BIDCO LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2026

			2026	2025
			£	£

Cash flows from operating activities
Profit for the financial Year	1,294,677	423,237
Adjustments for:
Amortisation of intangible assets	491,119	204,633
Depreciation of tangible assets	93,038	42,969
Loss on disposal of tangible assets	-	11,462
Interest paid	15,182	3,387
Interest received	-	(25)
Taxation charge	618,276	273,328
Decrease in stocks	2,699	39,259
(Increase)/decrease in debtors	(1,276,251)	380,461
(Decrease)/increase in creditors	(1,527,178)	3,949,056
Corporation tax (paid)	(634,234)	(1,100,262)
Net cash generated from operating activities	(922,672)	4,227,505

Cash flows from investing activities
Investment cost of subsidiary	-	(9,583,508)
Purchase of tangible fixed assets	(36,229)	(18,597)
Interest received	-	25
HP interest paid	(7,522)	(3,387)
Cash on acquisition of subsidiary	-	5,660,434
Net cash from investing activities	(43,751)	(3,945,033)

Page 12

BSB BIDCO LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2026

		2026	2025
		£	£


Cash flows from financing activities
Issue of ordinary shares	-	36
Repayment of/new finance leases	(36,617)	30,351
Dividends paid	(99,900)	-
Interest paid	(7,660)	-
Repayment of directors loans	-	(4,500)
Share premium issued	-	3,166,656
Net cash used in financing activities	(144,177)	3,192,543
Net (decrease)/increase in cash and cash equivalents	(1,110,600)	3,475,015
Cash and cash equivalents at beginning of Year	3,475,015	-
Cash and cash equivalents at the end of Year	2,364,415	3,475,015

Cash and cash equivalents at the end of Year comprise:
Cash at bank and in hand	2,364,415	3,475,015
	2,364,415	3,475,015

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 MARCH 2026


At 1 April 2025	Cash flows	At 31 March 2026
£	£	£

Cash at bank and in hand	3,475,015	(1,110,600)	2,364,415
Debt due after 1 year	(2,883,336)	1,499,970	(1,383,366)
Debt due within 1 year	(1,200,000)	299,600	(900,400)
Finance leases	(177,226)	36,617	(140,609)
	(785,547)	725,587	(59,960)

The notes on pages 14 to 29 form part of these financial statements.

Page 13

BSB BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

1.	General information

BSB Bidco Limited is a private company, limited by shares, incorporated in Scotland with registration number SC824903. The registered office is Unit 4 Suite 2a, Flemington Court, Flemington Industrial Park, Motherwell, ML1 2NT.

The financial statements are presented in Sterling which is the functional currency of the company and rounded to the nearest £.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis 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 Statement of financial position, 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.

Page 14

BSB BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

2.Accounting policies (continued)

2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.4

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.5

Finance leases and hire purchase contracts

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 15

BSB BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

2.Accounting policies (continued)

2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

2.9

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 tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting 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 reporting 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 reporting date.

Page 16

BSB BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

2.Accounting policies (continued)

2.10

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.

2.11

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 a reducing balance basis.

Depreciation is provided on the following basis:

Land and buildings	-	20% reducing balance
Plant and machinery	-	20-25% reducing balance
Motor vehicles	-	20% reducing balance
Fixtures, fittings and equipment	-	20% reducing balance

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.

2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 17

BSB BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

2.Accounting policies (continued)

2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.18

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 Statement of financial position 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.

Page 18

BSB BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

2.Accounting policies (continued)

2.19

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The most significant estimation within the Group's financial statements relates to work in progress.

The directors review work in progress (included within amounts recoverable on long-term contracts) on a monthly basis to ensure that all work carried out on ongoing contracts is reflected in the company's financial statements.

The directors review depreciation rates on a regular basis to ensure that the policy rates remain appropriate and fairly charge the cost of fixed assets over their predicted useful lives for each specific category of fixed assets.

	Structural enginering and construction services	16,235,427	6,930,179

All turnover arose within the United Kingdom.

Depreciation of tangible fixed assets	93,038	42,969
Operating lease rentals	190,504	74,125
Amortisation of goodwill	491,119	204,633

Page 19

BSB BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

Fees payable to the Company's auditors for the audit of the group, parent company and subsidiary financial statements

24,750

23,500

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

		Group	Group
		2026	2025
		£	£


Wages and salaries	2,651,261	1,007,996
Social security costs	293,419	62,504
Cost of defined contribution scheme	55,672	35,954
	3,000,352	1,106,454

The average monthly number of employees, including the directors, during the Year was as follows:

	Year ended 31 March	Period ended 31 March
	2026	2025
	No.	No.

Managers	4	6
Technical	10	10
Operatives	48	52
Directors	7	7

	69	75

The Company has no employees other than the directors, who did not receive any remuneration from the company.

Page 20

BSB BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

Directors' emoluments	507,955	197,928
Group contributions to defined contribution pension schemes	2,936	14,434
	510,891	212,362

	During the Year retirement benefits were accruing to 7 directors (2025 - 7 in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £80,883 (2025 - £53,315).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £2,936 (2025 - £24,000).

Other interest receivable

Finance leases and hire purchase contracts	7,522	3,387
Other interest payable	7,660	-
	15,182	3,387

Page 21

BSB BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

Corporation tax
Current tax on profits for the year	634,234	281,434
	634,234	281,434

Total current tax	634,234	281,434

Deferred tax
Origination and reversal of timing differences	(15,958)	(8,106)
Total deferred tax	(15,958)	(8,106)


	Tax on profit	618,276	273,328

Profit on ordinary activities before tax

1,912,953

696,565

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%	478,238	174,141
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	17,258	51,285
Effect of amortisation of goodwill on consolidation	122,780	51,158
Group relief	-	(3,256)
Total tax charge for the period	618,276	273,328

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 22

BSB BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

12.	Dividends
		2026	2025
		£	£

	Dividends	99,900	-
		99,900	-

13.	Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The profit after tax of the parent Company for the Period was £1,883,548 (2025 - £ 2,242,000).

14.	Intangible assets
	Group

		Goodwill
		£
	Cost
	At 1 April 2025	4,911,189
	At 31 March 2026	4,911,189
	Amortisation
	At 1 April 2025	204,633
	Charge for the Year	491,119
	At 31 March 2026	695,752
	Net book value
	At 31 March 2026	4,215,437
	At 31 March 2025	4,706,556

The company has no intangble assets.

Page 23

BSB BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

15.	Tangible fixed assets
	Group

	Long-term leasehold property	Plant and machinery	Motor vehicles	Fixtures and fittings	Total
	£	£	£	£	£
Cost or valuation
At 1 April 2025	2,200	919,393	167,728	119,645	1,208,966
Additions	-	800	29,996	5,433	36,229
At 31 March 2026	2,200	920,193	197,724	125,078	1,245,195
Depreciation
At 1 April 2025	1,721	657,329	55,942	74,114	789,106
Charge for the year	-	51,395	34,846	6,797	93,038
At 31 March 2026	1,721	708,724	90,788	80,911	882,144
Net book value
At 31 March 2026	479	211,469	106,936	44,167	363,051
At 31 March 2025	479	262,064	111,786	45,531	419,860

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
	2026	2025
	£	£


Plant and machinery	94,834	118,543
Motor vehicles	114,628	109,866
	209,462	228,409

The company has no tangible fixed assets.

Page 24

BSB BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

16.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 April 2025	9,583,508
	At 31 March 2026	9,583,508

Subsidiary undertakings
The following were direct and indirect subsidiary undertakings of the Company:
Name	Class of shares	Holding

	BSB Structural Topco Limited	Ordinary	100%
	BSB Structural Limited	Ordinary	100%

The registered office of all the above listed subsidiaries is Unit 4, Suite 2A Flemington Court, Flemington Industrial Park, Craigneuk Street, Motherwell, Lanarkshire, ML1 2NT, Scotland.

17.	Stocks
		Group	Group
		2026	2025
		£	£

	Raw materials	32,258	34,957

The company has no stock.

Page 25

BSB BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

18.

Debtors

Group	Group	Company	Company
2026	2025	2026	2025
£	£	£	£

Due after more than one year
Other debtors	430,346	575,602	-	-
	430,346	575,602	-	-
Due within one year
Trade debtors	74,404	799,886	-	-
Other debtors	684,692	336,070	-	24
Prepayments and accrued income	60,278	33,174	-	-
Amounts recoverable on long-term contracts	2,953,759	1,182,496	-	-
	4,203,479	2,927,228	-	24

19.	Cash and cash equivalents
		Group	Group	Company	Company
		2026	2025	2026	2025
		£	£	£	£

	Cash at bank and in hand	2,364,415	3,475,015	44	-

20.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2026	2025	2026	2025
		£	£	£	£

Trade creditors	3,060,588	2,816,316	-	-
Amounts owed to group undertakings	-	-	-	83,504
Other taxation and social security	430,977	637,222	-	-
Net obligations under hire purchase creditors	72,312	63,198	-	-
Other creditors	1,035,750	1,214,794	999,876	1,200,000
Accruals and deferred income	267,669	153,830	8,000	8,000
	4,867,296	4,885,360	1,007,876	1,291,504

Net obligations under hire purchase creditors are secured by the relevant assets.

Page 26

BSB BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

21.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2026	2025	2026	2025
		£	£	£	£

Net obligations under hire purchase creditors	68,297	114,028	-	-
Other creditors	1,383,336	2,883,336	1,383,336	2,883,336
	1,451,633	2,997,364	1,383,336	2,883,336

Net obligations under hire purchase creditors are secured by the relevant assets.

22.	Hire purchase and finance leases
	Minimum lease payments under hire purchase fall due as follows:
		Group	Group
		2026	2025
		£	£

Within one year	72,312	63,198
Between 1-5 years	68,297	114,028
	140,609	177,226

23.	Financial instruments
		Group	Group	Company	Company
		2026	2025	2026	2025
		£	£	£	£

Financial assets
Financial assets measured at fair value through profit or loss	2,364,415	3,475,015	44	-
Financial assets that are debt instruments measured at amortised cost	4,143,201	2,894,054	-	24
	6,507,616	6,369,069	44	24

	Financial liabilities
	Financial liabilities measured at amortised cost	(5,887,952)	(7,245,502)	(2,391,212)	(4,091,336)

	Financial assets measured at fair value through profit or loss comprise at bank and in hand.
	Financial assets that are debt instruments measured at amortised cost comprise trade debtors, other debtors, and amounts recoverable on long-term contracts and retentions.
	Financial liabilities measured at amortised cost comprise trade creditors, accruals, other creditors and loans.

Page 27

BSB BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

24.	Deferred taxation
	Group

		2026
		£

	At beginning of year	(90,963)
	Charged to profit or loss	15,958
	At end of year	(75,005)

		Group	Group
		2026	2025
		£	£

Accelerated capital allowances	(75,840)	(91,390)
Pension surplus	835	427
	(75,005)	(90,963)

The company has no deferred tax balances.

25.	Share capital
		2026	2025
		£	£

Allotted, called up and fully paid

24 A Ordinary shares of £1.00 each	24	24
4 B Ordinary shares of £1.00 each	4	4
4 C Ordinary shares of £1.00 each	4	4
4 D Ordinary shares of £1.00 each	4	4

	36	36

26.

Reserves

Share premium account

This reserve records the amount above nominal value received for shares sold, less transaction costs.

Profit and loss account

This reserve records retained earnings and accumulated losses.

Page 28

BSB BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

27.	Pension commitments

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amount to £55,672 (2025 - £35,954). Contributions totaling £3,334 (2025 - £1,707) were payable to the fund at the reporting date and are included in creditors.

28.	Commitments under operating leases
	At 31 March 2026 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2026	2025
		£	£

Not later than 1 year	260,954	241,041
Later than 1 year and not later than 5 years	605,941	730,376
	866,895	971,417

29.

Related party transactions

The company has taken advantage of the exemption within FRS 102 from disclosing transactions with other companies that are wholly owned by the group headed by BSB Bidco Limited.

Included within other creditors are balances due to some of the directors of the company amounting to £2,283,766 (2025 - £4,083,336), in relation to deferred consideration payments regarding the acquisition of subsidiary companies during the period. A repayment plan has been agreed and no interest is to be charged on amounts outstanding.

Page 29