Billington Holdings Plc Annual Report 2023

FY2023 Annual Report · Billington Holdings Plc

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Annual Report &
Financial Statements

YEAR ENDED 31 DECEMBER 2023

Welcome to our Annual Report

I believe Billington
is increasingly being
seen as the steel work
contractor of choice

Billington Holdings Plc (AIM: BILN) ("Billington" or the "Company" or the "Group"), one
of the UK's leading structural steel and construction safety solutions specialists, is a
UK based Group of companies focused on structural steel and engineering activities
throughout the UK and European markets. Group companies pride themselves on the
provision of high technical and professional standards of service to niche markets with
emphasis on building strong, trusted and long-standing partnerships with all of our clients.
https://billington-holdings.plc.uk

Billington delivered a
RECORD
PERFORMANCE
IN 2023
with strong trading across
the Group

Revenue
increased by
53.0% to
£132.5 MILLION
(2022: £86.6 million)

The Group achieved a
significant increase
in profits,
with profit before tax of
£13.4 MILLION
(2022: £5.8 million)

Strong cash balance of
£22.1 MILLION
at year end (31 December
2022: £11.6 million) and
THE GROUP IS
NOW DEBT FREE

Dividend recommended of
33 pence per share, which should
be seen as an ordinary dividend of
20 pence per share
and as an additional exceptional amount of
13 pence per share, reflective of the outstanding
performance of the Group in the year (2022: 15.5 pence per
share, all relating to an ordinary dividend)

“2023 was an exceptional year for Billington, with
an excellent trading performance across the Group,
despite continuing macroeconomic challenges
and against the backdrop of demand for structural
steel in the UK remaining at a similar level to 2022.
I believe Billington is increasingly being seen as
the steel work contractor of choice and the growth
in Billington’s market share in 2023 is particularly
noteworthy. Whilst there inevitably remain further
challenges ahead and market uncertainties are

likely to remain for some time, the Group has made
significant investments for the future and currently
has a record order book. I am therefore confident
that with our strong balance sheet and order book
Billington will continue to perform well and in line
with current market expectations.”

Mark Smith
Chief Executive Officer

Contents

Strategic Report
1

Chairman’s Statement

Group Strategy

Operational Review

Key Performance Indicators

Financial Review

Sustainable and Responsible Business

Section 172 Statement

Risks and Uncertainties

Governance
29

Governance Report

Board of Directors and Advisors

Report of the Directors

Audit Committee Report

Remuneration Committee Report

Financial Statements
37

Independent Auditor's Report

Consolidated income statement

Consolidated statement of comprehensive income

Consolidated statement of financial position

Consolidated statement of changes in equity

Consolidated cash flow statement

Principal accounting policies

Notes forming part of the Group financial statements

Parent company statement of financial position

Parent company statement of changes in equity

Notes forming part of the parent company financial statements

Chairman's Statement

2023 was an exceptional
year for Billington

2023 was an exceptional year for Billington, with an excellent trading performance
across the Group.

In 2023 revenue increased by 53 per cent to £132.5
million (2022: £86.6 million) with profit before tax
increasing to £13.4 million (2022: £5.8 million), reflecting
strong trading across the Group and the benefit
of improved manufacturing efficiencies from our
capital investment programme across all the Group's
production facilities, combined with the successful
delivery of a number of high quality contracts. The
Basic Earnings Per Share (“EPS”) for the year amounted
to 84.4 pence compared with 39.1 pence in 2022. Our
balance sheet strengthened further with Net Assets of
£47.8 million at 31 December 2023 (2022: £34.3 million),
with a continuing strong gross cash balance of £22.1
million at 31 December 2023 (31 December 2022: £11.6
million), as working capital unwound from the middle of
the year, as expected.

Billington Structures performed
exceptionally in 2023, driven by a number
of high value contracts across a variety of sectors
including high tech manufacturing, data centres,
energy from waste, distribution and commercial office
developments. The business also benefited from
the Group’s capital investment strategy and focus on
efficiency improvements enabling increased capacity
and higher margins. The business is well set for the
future with steel prices softening to nearer long-
term average rates and more market stability being
experienced. As announced on 22 March 2024, the
Group has recently won contracts with a combined
value of approximately £90 million, to be delivered over
the next 24 months, providing further confidence for
the future.

Peter Marshall Steel Stairs continued the strong
performance seen over the past three years, recording
record revenues for the year. Whilst the business
continued to face challenging market conditions, it
retained robust margins by focusing on contracts where
a profitable performance could be achieved. The
Company currently enjoys a strong order book both

for projects being undertaken by Billington Structures
and third parties, with significant prospects to secure
further business.

The Easi-Edge perimeter edge protection and fall
prevention business faced a challenging period in
2023, although it remained a significant contributor to
Group profits. Significant investment has been made in
the business, with additional people resource added
and a product refurbishment and product development
programme being undertaken. Easi-Edge remains
a profitable market leader and is well placed for the
future.

Hoard-it enjoyed a record year in 2023, as
it continued to expand and diversify its offerings. The
business is increasingly being seen as the hoarding
supplier of choice and it is now established as one of
the leading suppliers in its markets. With the expanded
Brand-it offering complementing Hoard-it, the business
is well placed for the future and has made a good start
to 2024.

Specialist Protective Coatings (SPC), formed in March
2022, has proved to be an excellent addition to
the Group, focused on surface preparation and the
application of protective coatings for products across
a variety of sectors. The significant capital expenditure
programme undertaken to ensure the business had the
ability to thrive and grow was completed in 2023. SPC’s
performance was ahead of management’s expectations
in 2023 and it enjoyed its first year of profitability. With
SPC operating at full capacity for the foreseeable
future we expect it to continue to deliver a strong
performance.

The Group has secured a number of significant
contracts for 2024, and beyond, and is well placed
to take advantage of the wide-ranging further
opportunities within our strong pipeline.

My thanks
to the whole
Billington
team for their
contribution
in 2023

Dividend
In the first half of 2023 Billington declared a final
dividend in relation to the year ended 31 December
2022 of 15.5 pence per share amounting to £1.9 million,
which was 2.52 times covered by 2022 earnings.

The Board feels it is appropriate for Billington to
continue to be dividend paying at a level that reflects
underlying earnings whilst continuing to maintain a
robust balance sheet. The Board is therefore pleased
to be recommending an increased final dividend of
33.0 pence per share for 2023, which is covered 2.56
times by earnings. The dividend should be seen as
an ordinary dividend of 20 pence per share and an
additional exceptional amount of 13 pence per share
due to the outstanding performance of the Group in
the year.

The dividend will be paid on 2 July 2024, subject to
shareholder approval at the Company’s AGM expected
to be held on 4 June 2024. The associated ex-dividend
date will be 6 June 2024 with a record date of 7 June
2024. No interim dividend for 2023 was declared
(2022: nil), a policy consistent with prior years.

Board
John Gordon retired as an Independent Non-Executive
Director of Billington at the AGM in June 2023. John
had been a Non-executive Director since 2007 and I,
on behalf of the Board, would like to thank John for his
substantial contribution to Billington and we wish him
well in his future endeavours.

Lyndsey Scott was appointed as an
independent Non-Executive Director with
effect from 1 September 2023. Lyndsey has brought
a wealth of HR and people management experience
to the Group and has previously worked across a
range of sectors, both in the UK and internationally.
Lyndsey has experience as a Non-Executive Director
as well as being a member of remuneration, audit and
nomination committees with James Cropper Plc, an
AIM traded company. Lyndsey has assumed the chair
of the Company's Remuneration Committee since her
appointment.

Our People
The key to Billington’s continued success is the hard
work and dedication of its workforce, and I would
like to place on record my thanks to the whole
Billington team for their contribution in
2023.

The Group continues to work hard to address the
industry wide challenges in recruiting sufficient skilled
labour. In 2023 the Group expanded its partnership
with Betterweld, a specialist training provider, together
with working in partnership with other local education
providers. However, as stated in the last annual report
it became necessary for the Group to recruit from
overseas to have sufficient skilled labour to ensure
productive capacity is increased and profitability
maximised. The overseas recruitment programme
was concluded in 2023, at least for now, with an
additional 25 staff members joining during the year.
The new employees have already provided a valuable
contribution to the Group’s capabilities and are allowing
us to service the demand we are seeing.

The Group remains committed to supporting its
employees, particularly in a time when increases in
the cost of living are being experienced and continues
to actively promote its apprenticeship and graduate
schemes.

ESG
Billington believes that operating in a sustainable
and responsible manner is key to the growth and
success of the Group. The Group has an established
Environmental, Social and Governance (“ESG”)
committee to identify, develop and implement carbon
reduction projects, together with ensuring the Group’s
social impact is maximized through the delivery of a
wide range of social projects.

Chairman's Statement (continued)

Group Strategy

In September 2023, the Company's largest subsidiary,
Billington Structures, was certified as
'carbon neutral' for its operations, by Carbon
Neutral Britain, following their audit of Billington
Structures’ emissions and carbon dioxide offsetting
programme. Following carbon reduction initiatives
across the Group, I am pleased to report that all of the
Group's businesses are now certified as carbon neutral.
Billington is committed to achieving, as a minimum, the
goal set by SBTi (Science Based Targets Initiative), of a
50% carbon emissions reduction by 2030 and net zero
by 2050. There is a significant global initiative to ensure
'clean steel' and Billington are proud to be a member of
SteelZero, a global standards and certification initiative
designed to deliver environmentally responsible
production of steel and speed up the transition to a net
zero steel industry.

During 2023 the Group moved to using electricity
procured from 100 per cent green energy with a
REGO accredited zero per cent emissions factor. The
vehicle fleet is increasingly electric, reducing carbon
emissions by approximately 15% annually, and further
planned reduction activities include the introduction of
Biofuel (HVO) across factories and site-based activities.
Additionally, 1,770 tonnes of CO₂e emissions have been
offset via the Woodland Fund™ portfolio of verified
carbon offsetting projects. Billington also maintains the
'Gold Standard' awarded by the British Constructional
Steel Association for meeting the requirements of the
'Steel Construction Sustainability Charter'.

Economic Outlook
During the year a degree of stability returned on the
supply side and the Group experienced none of the
supply issues seen over the last few years. There was
some softening in steel prices, which has assisted
margins in the short term and energy costs were lower
than anticipated at the start of the year. This stability is
expected to remain during 2024.

The Group continues to benefit from significant projects
in energy from waste, high-tech manufacturing,
infrastructure and data centre facilities, where
activity has returned to, or exceeded, pre-Covid-19

pandemic levels. However, some of the markets in
which Billington operates continue to see reduced
levels of activity from historic levels, particularly large
office developments, and industrial warehousing
development, with less speculative development being
undertaken.

The overall consumption of structural steelwork in
the UK in 2023 remained at a similar level to 2022.
However, certain markets were more buoyant than
others, with the consumption of structural steelwork
in industrial buildings falling by 2.2 per cent and for
commercial offices rising by 6.8 per cent. The overall
market is expected to see a reduction in demand in
2024 of approximately 5 per cent, before stabilising
and returning to growth in 2026. Sector market
forecasts continue to be subject to revision as the
impact of wider macroeconomic factors are assessed,
with potential reductions in interest rates expected to
have a positive impact on demand.

We are conscious that many of the main construction
contractors continue to operate under significant
pressure, with a number ceasing business in 2023, and
the Group has experienced deferred and cancelled
contracts. The Group insures its exposures with the
maximum available cover, in an increasingly difficult
credit insurance market, and focuses on projects with
the more robust larger contractors that can deliver
an appropriate margin. We have a comprehensive
process in place to assess the risks associated with
individual projects on a case-by-case basis to reduce
and mitigate these associated risks where possible.

Current Trading and Outlook
Billington enjoyed an exceptional year in 2023 with
strong trading across the Group and benefits being
seen from the Group’s capital investment programme
and innovative approach. Whilst there inevitably
remain further challenges ahead and macroeconomic
uncertainties are likely to remain for some time, we
are seeing a consistent stream of opportunities at
sustainable margins, and with a strong balance sheet
and a record order book, I believe Billington is well
placed to deliver a strong performance again in 2024.

In closing, I would like to thank
Billington's Board, employees,
shareholders and all stakeholders
for their continued support.

Ian Lawson
Non-Executive Chairman

15 April 2024

The business model of the Group is to operate as a designer, manufacturer and installer of
structural steelwork through its subsidiaries Billington Structures Limited, Peter Marshall
Steel Stairs Limited and Specialist Protective Coatings Limited, and as a supplier of safety
solutions and barrier systems to the construction industry, through its subsidiary Easi-
Edge Limited as well as providing specialist site hoarding and branding systems through
Hoard-it Limited. The parent company acts as a holding company providing management
services to its subsidiaries.

Billington strives for continuous improvement in all aspects of its operations to ensure we harness the energy of
our people and deliver for our repeat clients in a safe, economic and sustainable manner, enabling the value for
our shareholders to be maximised.

The Company has adopted five key pillars to its strategy that will remain the focus of the business to drive
shareholder value. The five key pillars, or ‘5 P’s’, are focussed on developing, progressing and managing
the areas that can add value and protect our business, and are set out below:

People

Properties

Product

Position

Planet

To provide a
quality product
using a right first-
time philosophy

To innovate
and drive
technological
improvements
across the
businesses

To challenge the
status quo of
manufacturing
techniques in our
industry

To learn from
our mistakes
in an open,
constructive and
inclusive way

To ensure value
is driven from our
facilities

To maintain a
cost base to allow
manufacturing
margins to be
optimised

To ensure
manufacturing
capabilities are
appropriate to
service the needs
of our clients,
projects and
markets

To have
appropriate
infrastructure
to provide our
businesses the
ability to grow
and prosper

To ensure a
safe working
environment and
drive our safety
culture forward

To actively
promote and
encourage the
next generation
of people into our
exciting industry

To harness
individuals
energy, ambition
and core skills

To develop,
motivate and
inspire the next
generation of
people into
and within our
business

To evolve a
diverse, inclusive
and thriving
workforce

To operate with
environmental
considerations
at the forefront
of all operational
decisions

To support,
encourage and
take an active
involvement
in the UK's
structural
steelwork
industry's drive
for carbon
reduction

To ensure
the company
proactively
seeks areas for
energy reduction
and operational
efficiencies

To reduce waste
through proactive
engagement with
clients, optimum
engineering and
partnerships with
the supply chain

To be the
partnered
steelwork
contractor of
choice in the UK
for major projects

To seek
and expand
the Group's
operations
to provide
construction
solutions to our
clients

To actively
identify, target
and partner
with clients on
large projects
to maximise
collective value

To expand
operations into
markets which
can add value to
the business and
provide economic
resilience

To deliver long
term sustainable
returns and
growth to our
shareholders

Operational Review

Revenues increased by
53% to £132.5 million
for the year

2023 was an exceptional year for the Group as a number of high-quality contracts were
secured at improved margin levels. The Group’s revenues increased by 53.0 per cent to
£132.5 million for the year (2022: £86.6 million) despite the overall UK structural steel market
remaining at a similar level to 2022. This growth in Billington’s market share is particularly
pleasing and I believe places the Group in an even stronger position for the future.

Despite margin pressures remaining across the
industry, profit before tax increased by 131.0 per cent
to £13.4 million (2022:£5.8 million), resulting in the
highest levels of revenue and profits ever achieved by
the Billington Group and ahead of our expectations at
the start of the year. The Group is also now debt free,
having repaid the remaining modest outstanding debt
in January 2023.

The Shafton facility operates in two distinct business
areas. The first undertakes activities for Billington
Structures. The second, Shafton Steel Services,
offers a complete range of steel profiling services to
many diverse external engineering and construction
companies, allowing for the supply of value added,
complementary products and services enhancing the
comprehensive offering of the Group.

The Group’s structural steel businesses
had an exceptional 2023, with many of the
projects undertaken being at higher margins than
those achieved in 2022. The business continues to
serve a wide variety of markets, with a good portfolio
of customers. Particularly strong demand is being seen
in the energy from waste, high-tech manufacturing,
infrastructure and data centre sectors. Whilst large
office developments remain limited and industrial
warehousing development has slowed, Billington
Structures continued to secure contracts in these areas.

Whilst we are mindful of the uncertain macroeconomic
environment and continuing margin pressures,
the Group is enjoying significant benefits from the
improved manufacturing efficiencies arising from the
deployment of its capital investment programme across
all the Group's production facilities, together with
increases in skilled labour and the services the Group
is able to offer.

Billington Structures and
Shafton Steel Services
Billington Structures is one of the UK's leading
structural steelwork contractors with a highly
experienced workforce capable of delivering projects
from simple building frames to complex structures in
excess of 10,000 tonnes. With two facilities in Barnsley
and a further facility in Bristol and a heritage dating
back over 75 years, the business is well recognised
and respected in the industry with the capacity to
process over 50,000 tonnes of steel per annum.

These higher margin contract wins, coupled with
the benefits being realised from the Group’s
capital investment strategy and focus on efficiency
improvements enabled a significantly improved
performance to be realised. The structural steel
businesses also benefited from the additional skilled
labour recruited from overseas and a softening in steel
prices, with a return to nearer historic norms, aiding the
enhancement of margin on some projects.

The larger projects undertaken by Billington
Structures during 2023 included:

Westfield EfW (Scotland) – energy from waste

University of Huddersfield – education

Circle Square (Manchester) – commercial offices

Arle Court (Cheltenham) – infrastructure

LON1 (Slough), LON4 (Hayes) – data centres

It is pleasing to note that again some of the Company’s
complex and challenging projects were recognised
in some of the industry’s prestigious awards. This
included the New Bailey project in Manchester being
awarded ‘The Best Large Project Award’ at the iStructE
Northwest Structural Engineering Awards 2023.

Further large items of capital equipment were
purchased for Billington Structures in 2023, including
two saw and drill line replacements, one in the
Wombwell facility and the other in Bristol. In December
2023 orders were also placed for additional state of
the art equipment, including a plate laser machine
for Wombwell and a drill cope for Shafton. In making
these purchases we are seeking to capitalise on new
developments to further improve both efficiency and
customer service, whilst ensuring the business is well
placed for the future.

Billington Structures has a strong order
book for 2024 and into 2025, including the
£90 million of contracts announced in March 2024,
and is seeing additional significant future project
opportunities at improving margins. Whilst the outlook
for certain sectors is uncertain and a slight market
softening is expected in 2024, the future prospects for
Billington Structures are encouraging.

Specialist Protective Coatings
Specialist Protective Coatings ("SPC") was formed in
March 2022 following the Company's acquisition out of
administration of the trading assets of Orrmac Coatings
Ltd. SPC is focused on surface preparation and the
application of protective coatings for products across
a variety of sectors including rail, highways, defence,
water, petrochemical, energy, structural steel and
infrastructure.

Since its formation, SPC based in a 55,000 square
foot facility in Sheffield, has undergone a substantial
refurbishment and investment programme to ensure
the facility is able to effectively service the most
demanding of projects, including shotblasting and
lifting capabilities for steel assemblies that are amongst
the largest in the UK. This programme was substantially
completed in 2023 and the business is now fully
integrated within the Group, servicing both internal
Billington work and external customers.

During the year SPC operated at near
full capacity, trading ahead of management’s
expectations and was profitable over the full year.
In addition, the Group has further expanded its
dedicated on-site painting service to enable SPC to
be a one-stop-shop for the painting requirements of
the structural steel sector. SPC currently has a strong
pipeline of work and is expected to be operating at
maximum capacity during 2024.

Notable projects undertaken in 2023 included:

Skelton EfW (Leeds) – energy from waste

LON4 (Slough) – data centres

Traps and handling frames – oil and gas

Pipework – infrastructure

Surge vessels – infrastructure

Operational Review (continued)

Peter Marshall Steel Stairs
Based in Leeds, Peter Marshall Steel Stairs is a
specialist designer, fabricator and installer of bespoke
steel staircases, balustrade systems and secondary
steelwork. It has the capability to deliver stair structures
for the largest construction projects and operates
in sectors spanning retail, data, commercial offices,
education, healthcare, rail and many more.

Peter Marshall Steel Stairs continued to
produce a strong performance during the
year, again recording record revenues and maintaining
robust margins, undertaking substantial work alongside
Billington Structures and for third parties. The business
has maximised its capacity during the year, focusing on
efficiency to realise its full potential.

Contracts were secured from a variety of sectors,
and notable projects undertaken by Peter Marshall in
2023 included:

1 Leadenhall (London) – commercial offices

Eastbrook Studios (Dagenham) – film studios

Crown Packaging (Peterborough) – food production

British Steel (Saltburn) – manufacturing / distribution

Next (Rotherham) – distribution

Easi-Edge
Easi-Edge is a leading site safety solutions provider of
perimeter edge protection and fall prevention systems
for hire within the construction industry. Health and
safety is at the core of the business which operates in a
legislation driven market.

Easi-Edge faced ongoing challenges in 2023, with
a continued limited number of projects in those
sectors, such as commercial office developments, that
require a greater amount of product when compared
to most other types of projects, such as distribution
warehouses, although the business remained a
contributor to Group profits. Additional resource has
been added to the business to maximise its potential
and it retains its market leading position. A project
refurbishment and development programme is being
undertaken, with new barrier technologies being
explored, to ensure the business is appropriately
positioned to secure available projects.

Significant projects undertaken by Easi-Edge in 2023
included:

City Labs (Manchester) – medicine and health
innovation hub

Vantage Data Centre (London) – data centres

Animate Cinema Complex (Preston) – leisure

The outlook for Peter Marshall Steel Stairs continues to
be positive and the business has a strong order book
for 2024.

Council Offices (Blackpool) – commercial offices

Worrall Street (Salford) – residential development

Hoard-it
Hoard-it produces a unique range of re-
usable temporary hoarding solutions which are
environmentally sustainable and available on both a
hire and sale basis tailored to the requirements of its
customers. An expanded graphics solution, Brand-
it, was introduced in 2021, which is being utilised on
both Hoard-it’s own product and on those produced
by others. Brand-it’s site graphics solutions enable
site perimeter hoarding to be a prime marketing tool
with added functionality such as anti-graffiti and anti-
climbing coatings.

Hoard-it had a record year in 2023, operating
at near full capacity for much of the year and benefiting
from the Group’s investment in stock levels in advance
of anticipated demand, enabling rapid deployment
of its solutions. It continued to take advantage of
its industry leading position, with further product
development, diversification, and expansion. The
business is now established as one of the leading
suppliers in its sector and is increasingly being seen
as the supplier of choice, both in commercial and
residential developments.

During the year Brand-it’s graphics
solutions were expanded. This is a value added,
margin enhancing product, that has also been a
catalyst for the strong performance. In particular, it has
enabled the business to be increasingly attractive for
residential developments.

Significant projects were undertaken for both new
and existing customers and notable projects in 2023
undertaken by Hoard-it:

Baker Hicks (Scotland)

Vincent Wyles (Coventry)

Canvey Island (Essex)

Secret Cinema (Birmingham)

NOMA (Manchester)

Whilst material price inflation continued to be
experienced in the early part of the year, a softening
of material costs later in the year, in particular timber,
gives further confidence that margins can be enhanced
in 2024. The positive momentum seen in 2023 has
continued into the current year with a good pipeline of
new business for 2024. Further product development
and diversification is planned together with continued
expansion of the business geographically into areas of
the UK currently underserved.

Our People
Billington, alongside the wider steel industry has
struggled with the recruitment of sufficient skilled UK
production and technical labour at its facilities in recent
years. In order to address these issues, the Group has
both expanded its schemes to train and develop skilled
labour locally and has recruited skilled labour from
overseas.

Close relationships are being maintained with a
number of local education providers, and the Group
has provided support to the regional education sector
through collaborations with Barnsley College, Bath
College, the University of Sheffield and Sheffield
Hallam University. The Company regularly attends
educational career days, hosts school visits to its sites
and seeks to develop talent from a young age with
its range of internal training programmes across all
departments of the business.

Billington has expanded its partnership
with Betterweld, a specialist training provider, to
provide fabrication/welding training in Bristol, as well
as for its two Barnsley based facilities. This partnership
is providing increasing access to trained personnel
on a consistent basis through the structured training
and development programme. Internally, the Billington
Academy continues to assist apprentices and other
staff with training and upskilling, including business
best practice and compliance training.

We continue to actively promote the Company’s
apprenticeship and graduate schemes in other areas,
particularly focusing on technical staff. Additionally,
Billington continues as an advocate, promoter, and
contributor to the British Constructional Steelwork
Association’s CRAFT apprentice programme. The
scheme has become an important path for the Group
to train, educate and progress structural steelwork
fabricators.

Despite the continuing programmes to develop skilled
personnel locally, it became necessary for the Group
to recruit skilled labour from overseas in order to
meet the shortfall in available skilled personnel and
increase the production capacities of the Company. In
2022 a total of 22 staff members were recruited from
overseas and an additional 25 staff members joined
from overseas in 2023. The overseas recruitment
programme has now been concluded for the present
time. These highly skilled fabricators, welders and
technical staff, have proved to be a strong asset for
the business, being deployed in Billington Structures,
Shafton Steel Services, Peter Marshall Steel Stairs and
Group services.

Operational Review (continued)

In light of the cost of living crisis and the want to
support our employees the decision was taken to bring
forward the annual pay review planned for 1 January
2024 to July 2023. In July 2023 the Group awarded
a record 7.5 per cent pay increase to its staff,
together with a year-end £1,000 bonus to recognise
the employee contribution to delivering an exceptional
Group performance.

Average staff numbers in 2023 increased by 12.7 per
cent, with 463 employed at the year end. We expect
staff numbers to remain broadly at this level in 2024.

Health, Safety, Sustainability,
Quality and the Environment
A commitment to health, safety, sustainability, quality
and the environment is core to everything that
Billington does.

Across the Group, led by our Health and Safety
department, we work to ensure that continued
progress can be achieved in enhancing working
practices and improving the safety culture at all the
Group’s facilities and in our on-site activities. The
Group aims to be proactive in the identification,
reporting and resolution of risks both on site and in
our production facilities to ensure that we are able to
mitigate the risks and promote safe ways of working.
We are also actively involved in a number of initiatives
both locally and nationwide to ensure the safety of our
and other’s staff. In 2023 a new behavioural
safety programme was rolled out across
all Group facilities to further enhance the
safety culture and eliminate all avoidable
accidents.

Minimising the impact of our operations on the
environment remains a strong focus. The Group has
implemented a number of initiatives aimed at reducing
the carbon footprint of our activities and we were
pleased to report in September 2023 that Billington
Structures was certified as 'carbon neutral' for its
operations, by Carbon Neutral Britain, following their
audit of Billington Structures emissions and carbon
dioxide offsetting programme. Following this I am
pleased to report that all of the Group's businesses are
now certified as carbon neutral.

The Group’s primary requirement for energy comes
from electricity, as opposed to gas, and a large
proportion of the Group’s four-year fixed energy price
contracts ended in 2023. On renewal there was an
increase in Group costs, but the impact on Group
profitability is significantly less than that caused by
material price changes. All energy contracts entered
into by Group companies are, since May 2023, now on
‘green’ tariffs that include carbon offsetting. We are also
focused on reducing energy usage where possible,
altering or replacing machinery where appropriate,

and utilising hybrid, electric and biofuel vehicles. Steel
Zero, a commitment to become carbon neutral and
employ a responsible steel sourcing strategy was
joined in 2022 as part of the Group’s journey to be a
leader in driving carbon reduction initiatives.

The Group is also conscious of other environmental
impacts from its operations and is seeking to reduce
these as far as possible. Weld fume extraction is one
area of particular focus and covered by extensive
legislation. Further investments were made in this area
in this area to ensure the Group meets current and
expected future legislative requirements, together with
ensuring the safety and wellbeing of its staff and the
wider community.

Charity
In 2017 the Billington Charity Foundation was
established and Billington continues to be a significant
advocate and supporter of both local and national
charities.

Throughout 2023, Billington donated to charities
including Cancer Research UK, Barnardo’s, Oxfam and
Mind, together with a range of local sports teams and
other causes that our employees are involved with. The
Group actively encourages involvement in initiatives
intended to improve the local areas in which our people
live. Every year the Billington team is asked to choose
a charity they would like to see the Group support and
the Group’s charity of the year for 2023 was Cancer
Research UK.

Steel and Wider
Construction Industry
Following the significant increases in steel prices
experienced over recent years, there was a softening
in prices during the early part of 2023, before stablising
over the remainder of the year and into 2024.

The UK continues on its journey to become net zero by
2050. The UK steel industry is expected to undergo
a transformational change over the coming years as
domestic steel producers transition from blast furnace
virgin steel production to electric arc recycled steel
production, supported by the UK Government. The
decommissioning of domestic blast furnaces and
subsequent replacement of lower emitting electric arc
furnaces is not anticipated to significantly impact the
availability of the primary products the Group utilises.

Billington keeps its steel supply options under constant
review and employs a variety of measures to allow
the Company to reduce its exposure to volatility in
steel prices and any variability in supply over the short
term. The Company has a forward thinking strategy,
with hedging undertaken in times of price stability or
rising prices, coupled with appropriate stockpiling of
steel, to enable most project’s principal pricing risk to
be covered. Although, over the longer-term, any price

rises are passed onto customers as far as possible. The
Group also continually reviews its steel procurement
strategy in order to reduce its reliance on any one
supplier as far as possible.

The Company communicates fully and openly with
customers regarding costs of work undertaken and
provides accurate and honest guidance and advice to
customers to ensure their requirements are met.

The Company strives to develop positive relationships
with suppliers to ensure both parties understand each
other’s problems and requirements. It will not use
current or potential contracts to coerce suppliers into
unsustainable offers.

The Company treats its staff fairly in all aspects of
their employment, valuing their contribution to the
achievement of Company objectives and providing
them with opportunities for training and development.

The Company is proud of its long standing and
committed partner relationships with its supply chain
and in turn seeks to treat them fairly with timely
payment for works and the continued implementation
of a 'no retention' policy. The Group is also actively
working with trade bodies to seek to remove all cash
retentions in the industry.

Strategy, Investment and
Acquisitions
The Group has continued its strategy of improving
operating margins through the investment and
upgrading of some principal items of capital equipment,
combined with projects to increase the capacity from
the Company’s fixed asset base and adding additional
headcount where appropriate. The benefits of this
strategy have been seen in the increased capacity
and improved operating margins achieved in 2023 and
the Group will continue to invest to ensure the Group
maximises the inherent value within the business and
capitalises upon its strong market position within the
industry. 2023 was the third year of the Group’s five-
year capital replacement programme and further capital
expenditure is expected in 2024 and 2025, before
reducing to lower levels.

We continue to assess acquisition opportunities as
they are presented and the Company’s strong balance
sheet provides the ability for the Group to undertake
complimentary acquisitions. In addition, post the
year end, the Group has entered into an agreement
with HSBC, the Company’s bankers for a £6.0 million
Revolving Credit Facility (RCF) for three years to
provide enhanced flexibility to capitalise on acquisition
opportunities should suitable and appropriate
prospects be identified.

Prospects and Outlook
2023 was an exceptional year for Billington
as the benefits of the Group’s investment in efficiency
improvements and people, coupled with the Group’s
strong market position and increased offering, enabled
the Group to grow market share, achieve higher than
historic margins and to focus on those sectors that can
deliver better returns.

Whilst the macroeconomic background remains
uncertain, and some market softening is expected in
2024, Billington is a robust business, with
a strong market position. With the recent large
contracts secured, the Group currently has a record
order book and coupled with the Group’s strong
balance sheet and a committed workforce I believe that
Billington is very well positioned to continue to perform
well in line with current market expectations.

I would like to thank
Billington’s Board,
shareholders and all
stakeholders for their
continued support,
and in particular I
would like to thank
the Billington
workforce for their
hard work and
dedication.

Mark Smith
Chief Executive Officer

15 April 2024

Key Performance Indicators

REVENUE
(£'M)

PROFIT
BEFORE TAX (£'M)

RETURN ON CAPITAL
EMPLOYED (ROCE) (%)

BASIC EARNINGS
PER SHARE (EPS) (PENCE)

Measure
Revenue generated from operating activities in the
financial year.

Target
To increase revenue by expanding the scale
and quality of our operating businesses both
organically and through strategic acquisitions.

Progress
Revenue increased 53.0 per cent year on year as
a result of increased output across both trading
segments of the Group.

Measure
Profit before tax.

Target
To deliver sustainable growth in profit before tax.

Progress
Profit before tax increased 131.0 per cent to a
record £13.4m.

Measure
ROCE is calculated as the annualised operating
profit divided by average net assets, adjusted for
cash and defined benefit pension scheme.

Target
To deliver growth in ROCE to increase
shareholder value.

Progress
Shareholder value has continued to increase
with increasing returns being generated from the
Group's cost base.

Measure
Details of the calculation of EPS are included in
note 7.

Target
To deliver growth in EPS to increase shareholder
value.

Progress
Basic earnings per share increased 115.9 per cent.

82.7

86.6

132.5

0.2

5.8

13.4

1.4%

29.7%

57.4%

0.6p

39.1p

84.4p

2021

2022

2023

2021

2022

2023

2021

2022

2023

2021

2022

2023

OPERATING
PROFIT MARGIN (%)

CASH AND CASH
EQUIVALENTS (NET) (£'M)

DIVIDENDS
PER SHARE

ACCIDENT FREQUENCY RATE
(OWN EMPLOYEES) (AFR)

Measure
Operating profit divided by revenue.

Target
To deliver sustainable growth in operating margins.

Progress
Underlying operating margins increased to a
record 10.0 per cent in the year as a result of
reductions in raw material prices, further capital
expenditure efficiency gains and higher output
as a result of increased direct labour within all the
Groups facilities.

Measure
Cash and cash equivalents comprise cash on hand
and demand deposits, net of borrowings.

Target
To maintain a strong financial position with
sufficient capacity in our capital structure to enable
continuing investment in the business with the
ability to act swiftly when aquisition opportunities
arise.

Progress
The strong cash position leaves the Group well
placed to achieve both its short and long-term
objectives to maximise returns, while providing
financial security and providing the ability to invest
and seek opportunities for diversification.

Measure
Total dividend declared divided by the number of
shares at the year end.

Measure
AFR is the number of reportable injuries per
100,000 hours.

Target
Continue to provide consistent return to
shareholders through regular dividends. Dividend
cover (EPS divided by dividends per share) of
between 2.3 to 2.7.

Progress
An exceptional dividend of 13 pence per share
on top of an underlying dividend of 20 pence per
share delivering a record return to shareholders.

Target
To remain below the industry average of 0.3.

Progress
Continued implementation of a behavioural safety
programme has contributed to improved health
and safety performance across the Group.

1.6%

6.8%

10.0%

10.4

11.6

22.1

3.0p

15.5p

33.0p

0.57

0.22

0.10

2021

2022

2023

2021

2022

2023

2021

2022

2023

2021

2022

2023

Financial Review

£132.5
million

Revenue

£10.5
million

Net cash inflow

£13.4
million

Profit before tax

10.0%

Operating
profit margin

£22.1
million Cash and

cash equivalents

84.4p

Earnings per share from
continuing operations

Consolidated Income Statement

Revenue

Operating profit

Profit before tax

Profit after tax

Profit for shareholders

Operating profit margin

Return on capital employed*

Earnings per share (basic)

2023
£’000

132,495

13,246

13,388

10,325

2022
£’000

86,614

5,911

5,829

4,734

10,325

4,734

10.0%

57.4%

84.4p

6.8%

29.7%

39.1p

*Operating profit divided by total equity less the net defined benefit pension surplus and net cash.

Revenue increased 53.0 per cent year on year as
a result of increased output across both trading
segments of the Group. Structural Steel output
increased 55.9 per cent and output related to Safety
Solutions increased 2.9 per cent, primarily related to
additional site hoarding provided through Hoard-it.

The Structural Steel segment relates to the Billington
Structures, Peter Marshall Steel Stairs and Specialist
Protective Coatings entities. Activity across the
segment was materially higher than in the prior year
with a large number of significant contracts being
completed in the period. 2023 and 2022 has noted
significant increases in direct labour both from the
UK and overseas allowing the entities to expand their
productive capacities and enhance the recovery of
overheads resulting in improved margin returns.

Forecasts indicate that the consumption of structural
steelwork within the UK in 2023 remained consistent
with 2022 with an output of some 893,000 tonnes. The
Group notes an increase in market share during the
year with significant increases in output in a consistent
market.

The company has secured a number of
significant contracts in 2024 for delivery
in 2024 and 2025. A record orderbook is
noted and further supports that Billington
is becoming the steelwork contractor of
choice for its clients.

Sector market projections indicate that consumption
will reduce by 4.9 per cent to 849,000 tonnes in 2024
before returning to growth with a forecast 1.1 per cent
increase to 858,000 tonnes in 2025 and a further 1.7
per cent to 873,000 tonnes in 2026. The consistent
increases in UK Bank of England interest rates in 2023
has suppressed the UK construction sector. Forecast
stabilisation, and potential reductions in interest rates
towards the second half of 2024 is anticipated to have
a positive impact across the sector and allows the
Company to look forward with optimism.

Underlying operating margins increased to a record
10.0 per cent in the year as a result of reductions in raw
material prices, further capital expenditure efficiency
gains and higher output as a result of increased direct

Average staff numbers in 2023 increased 12.7 per cent
to 454 following a rise of 8.3 per cent in 2022, with
an overall rise in staff costs of 31.1 per cent year on
year excluding the cost associated with Share Based
Payments (SBP). Industry wide challenges remain to
ensure wage inflation is mitigated and in attracting
sufficient quality resource across all disciplines. At the
year end employee numbers increased to 463 and is
anticipated to remain consistent throughout 2024.

In light of the cost of living crisis and the want to
support our employees the decision was taken to
bring forward the annual pay review to July and award
a record increase to its staff. The workforce is the
lifeblood of the business ensuring a motivated and
settled environment allows the company to positively
seek to further build upon the most successful period
in the Billington era.

The business maintains credit insurance on its
customers where available at commercial rates.
In light of the recent challenging macro economic
environment, combined with high levels of inflation,
some contractors have had a number of poorly
performing contracts resulting in a negative financial
performance. Consequently, the level of insurance in
the market has noted reductions in the limits being
underwritten.

The Shafton facility continues to provide the Group
with opportunity to expand and diversify its operations
further optimising the current resources within the
control of the Group.

labour within all the Groups facilities. Furthermore,
energy costs incurred were below that anticipated at
the start of year as the energy market stabilised and
latterly has seen material declines to the wholesale
prices. The operating margin achieved within the
Safety Solutions entities declined to 13.8 per cent
(2022: 22.3 per cent) as a result of reduced volumes
of output in the Easi-Edge business relating to the
depressed commercial office sector combined with
raw material inflationary price pressures in the Hoard-it
business. The operating margin achieved within the
Structural Steelwork entities represented a significant
improvement against the prior period, at 10.5 per cent
(2022: 5.8 per cent).

Underlying earnings per share increased from 39.1
pence in 2022 to 84.4 pence in 2023 representing an
increase of 115.9 per cent.

As a result of high activity throughout the year cash
management and prudent utilisation was a primary
focus. Significant activity towards the latter part of
the first half of the year realised into cash by the year
end. The gross cash balance at the year end was
£22,084,000 (2022: £11,634,000). The average gross
cash balance during the year was £9,168,000 (2022:
£7,890,000). The strong cash position leaves the
Group well placed to achieve both its short and long-
term objectives to maximise returns, while providing
financial security and providing the ability to invest and
seek opportunities for diversification.

As a result of rising interest rates the remaining
mortgage of £750,000 associated with the purchase of
the Shafton site in 2015 was repaid in January 2023.

Since the year end the Group has entered
into an agreement with HSBC, the
Company’s bankers for a £6.0 million RCF
facility for 3 years to provide enhanced
flexibility to capitalise on acquisition
opportunities should suitable and
appropriate prospects be identified.

Financial Review (continued)

Consolidated Balance Sheet

Non current assets

Current assets

Current liabilities

Non current liabilities

Total equity

2023
£’000

27,814

53,782

(29,116)

(4,642)

47,838

2022
£’000

21,902

38,774

(22,506)

(3,823)

34,347

Within non-current assets, property, plant and
equipment increased by £6,065,000, represented by
capital additions of £2,927,000, revaluation of freehold
properties of £5,868,000, depreciation charges of
£2,215,000, impairment charges of £372,000 and net
disposals of £143,000.

The defined benefit pension scheme has performed
well in the period against a backdrop of continued
difficult equity and bond markets. At the year end,
a surplus of £1,871,000 along with a corresponding
deferred tax liability of £468,000 has resulted in a net
recognised surplus of £1,403,000 (2022: £1,630,000).
The scheme was closed to future accrual in 2011.

The net deferred tax liability at the year end was
£3,001,000 (2022: £1,525,000), being a deferred tax
liability of £1,066,000 (2022: £981,000) related to
temporary timing differences, combined with a deferred
tax liabilities of £468,000 (2022: £544,000) related to the
defined benefit pension scheme surplus and £1,467,000
related to the revaluation of land and buildings (2022: nil).

The increase of £15,008,000 in current assets included
a decrease of £1,758,000 in inventories, a decrease of
£7,008,000 in contract work in progress, an increase
of £13,324,000 in trade and other receivables, and an
increase in the gross cash balance of £10,450,000.

Retention balances, contained within trade and
other receivables outstanding at the year end, were
£4,848,000 (2022: £2,198,000). It is anticipated that
£3,840,000 will be received within one year and
£1,008,000 in greater than one year. Disappointingly,
main contractor clients are being more insistent upon
the holding of cash retention rather than the taking of
an appropriate retention bond in order to maintain and
preserve their cash resources. The company is driven to
work with the wider construction industry to abolish cash
retentions.

Trade and other payables increased by £6,437,000.
Within this, trade payables and accruals increased
£1,998,000 and £1,854,000 respectively with contract
liabilities increasing £346,000 and social security and
other taxes and other payables increasing £296,000.

Total equity increased by £13,491,000 in the year to
£47,838,000. The financial position of the Group at the
end of the year remains robust and provides a strong
platform to drive shareholder value.

As part of the capital investment programme across
the Group two further significant capital expenditure
projects were completed relating to the replacement
of saw/drill lines at two of the Groups facilities. The
Group’s 5-year capital investment strategy relating
to the upgrading and enhancement of the principal
pieces of equipment is yielding positive results and
with two years remaining will note the replacement
cycle principally complete. Two further orders for
major pieces of machinery were placed towards the
conclusion of the year with installation anticipated in
the first half of 2024.

Within the Autumn statement the Chancellor confirmed
the permanent extension of enhanced capital
allowances. The timing of the capital expenditure
strategy will allow the company to maximise the
benefit related to the claiming of its capital allowances
associated with its extensive investments in new plant
and machinery.

The decision was taken during the year to
revalue the Group's properties, in order
that they reflect current market value.
As a result, revaluation gains totalling
£5,868,000 have been recognised.

Consolidated Cash Flow Statement

Group profit after tax

Depreciation

Capital expenditure

Investment property movement

Tax (paid)/received

Tax per income statement

Decrease/(increase) in working capital

Dividends paid

Repayment of bank and other loans

Share based payment charge

Others

Net cash inflow

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

2023
£’000

10,325

2,215

(2,899)

(120)

(2,591)

3,063

1,853

(1,900)

(750)

939

315

10,450

11,634

22,084

2022
£’000

4,734

2,044

(4,516)

(404)

192

1,095

(2,064)

(363)

(250)

806

(22)

1,252

10,382

11,634

Dividends of £1,900,000 were paid in the year.

A dividend has been proposed in respect of the 2023
financial year of 33 pence per share (£4,268,000),
covered 2.56 times earnings and will be paid to
shareholders in July 2024 upon approval at the
AGM. The dividend is split as an ordinary dividend
of 20 pence per share and an exceptional dividend
of 13 pence per share, reflective of the outstanding
performance of the Group in the year.

The Group remains committed to treating its suppliers
and subcontractors fairly and to paying them in line
with their agreed payment terms. It is the Group's
policy not to withhold retentions from members of its
valued supply chain.

Financial Review (continued)

Working Capital

Inventories and contract work in progress

Trade and other receivables

Trade and other payables

Working capital at end of year

2023
£’000

8,116

23,582

(28,481)

3,217

2022
£’000

16,882

10,258

(22,044)

5,096

Pension Scheme

Scheme assets

Scheme liabilities

Surplus

Other finance income/(expense)

Contributions to defined benefit scheme

2023
£’000

6,611

(4,740)

1,871

2022
£’000

6,820

(4,646)

2,174

(13)

Cash balances at the year end totalled
£22,084,000 and there were no property
loans outstanding (2022: £750,000) following their
repayment, representing a net cash position of
£22,084,000 (2022: £10,884,000).

The strong cash position also provides the Group with
financial stability and allows the investment in capital
assets to improve operating margins and provide a
comprehensive service to its clients.

2024 and 2025 will see the conclusion of the
programme of capital additions, primarily within the
structural steel division of the Group. The additional
capital expenditure will support both an increase in
the range of services the Company can offer as well
as replacing a number of aged machines with more
efficient models. Investment in the latest technologies
will ensure Billington can deliver the most challenging
projects, efficiently, for its clients.

To limit the Group’s exposure to future potential
pension liabilities the decision was taken to close the
remaining Billington defined benefit pension scheme to
future accrual from 1 July 2011. The scheme’s liabilities
have moved broadly in line with the scheme’s assets.
The assets are primarily invested in UK Government
bonds and the scheme continues to remain in a strong
surplus position with an unlikely requirement that funds
will be required from the Company in the foreseeable
future.

The scheme's triennial valuation for the period ended
31 March 2023 was completed on 16 November 2023.
The position of the scheme as at the date of the
valuation was an asset position of £6,834,000 and a
liability position of £5,006,000 resulting in a surplus
of £1,828,000 (2020: £272,000). At the previous
valuation date of 31 March 2020, the equity market had
been significantly impacted by the pandemic and as a
consequence affected the value of the assets within
the scheme. The assets of the scheme have since been
transferred into UK government bonds to protect and
manage the strong surplus position of the scheme in
the long term. The next actuarial valuation is due to be
completed as at 31 March 2026.

Employee Share Option Trust
(ESOT)
The Group operates an ESOT to allow employees to
share in the future, continued success of the Group,
promote productivity and provide further incentives to
recruit and retain employees.

A Long-Term Incentive Plan (LTIP) was introduced
across the Group to assist in the remuneration of
management and further align the interests of senior
management and shareholders. Awards are made
subject to achieving progressive Group performance
metrics over a three-year period.

At the year end there were 928,718 (2022: 993,669)
share options outstanding at an average exercise price
of £0.05 (2022: £0.14) per share. Share options are in
place in HMRC approved and unapproved schemes.

The charge included within the accounts in respect of
options in issue is £939,000 (2022: £806,000).

A record orderbook
is noted and
further supports
that Billington
is becoming
the steelwork
contractor of choice
for its clients.

Trevor Taylor
Chief Financial Officer

15 April 2024

Sustainable and
Responsible Business

Billington believes that operating in a sustainable and responsible manner is key to the
growth and success of the Group. The Group have a number of policies in place that
underpin its day-to-day operations, ensuring the safeguarding of both the environment
and its stakeholders. This highlights Billington’s fundamental commitment to delivering
responsible business growth and development.

Health and Safety
Overview

Environment
Overview

Billington operates within an industry whereby if
risks are not appropriately identified, monitored and
mitigated against this could present risks to employees
and wider stakeholders. The Chief Executive Officer
is ultimately responsible for the implementation and
enforcement of the Group's policies and procedures.

The Health and Safety risks are mitigated through the
constant review of the Company's procedures by an
appropriately resourced and trained Health and Safety
department who operate on a Group level and are
able to cross pollinate good practices across all Group
entities. The Group Health and Safety Manager takes
an active involvement in the British Constructional
Steelwork Associations (BCSA) Health and Safety
Committee to enable the company to maintain and
improve its knowledge of industry observations, trends
and best practice.

The Company adheres to BS EN ISO 45001 and is
audited annually through the Steel Construction
Certification Scheme (SCCS) to ensure compliance.

The Health and Safety of the Group's employees,
subcontractors and its wider stakeholders is of
paramount importance and is at the heart of every
decision when considering activities that could have an
impact on individuals.

Due to the industry in which Billington operates, the
Group recognises that its business activities can impact
the wider environment, and therefore, has an obligation
to reduce the direct negative impact of these activities.
In order to manage the environmental risk, Billington
has adopted policies that comply with the ISO BS EN
14001 -Environmental Management System.

The policies implemented by Billington manage the
environmental impact by reducing pollution, improving
energy efficiency and reusing and recycling waste
(where possible), in order to achieve its long-term
environmental goals.

Billington also maintains the Gold Standard awarded by
the British Constructional Steel Association (“BCSA”)
for meeting the requirements of the Steel Construction
Sustainability Charter. The programme of sustainability
objectives is reviewed annually as a means of
demonstrating continuous improvement.

To ensure the successful implementation of the Group’s
environmental policies, Billington educates and informs
its employees of the environmental impact of their work
activities, and encourages staff to seek methods to
reduce these impacts. It also provides employees with
the necessary resources to deliver the environmental
objectives.

Additionally, the Group works in partnership with
sub-contractors to identify and develop procedures to
reduce the environmental impact of its onsite project
work to a practicable minimum and ensure optimum
efficiency of onsite operations.

The Board is responsible for continuously monitoring
and reviewing these policies to ensure the programme
is adapted and improved. This will ultimately save the
Group money, improve brand reputation and reduce
Billington’s environmental footprint.

Streamlined Energy and Carbon Reporting ('SECR')

Billington's SECR reporting is in accordance with UK regulations and includes emissions arising from our fleet, gas
and electricity in all sites and offices of the Group's parent company and the main subsidiary Billington Structures
Limited. All subsidiaries in the Group are 100% owned by Billington Holdings plc and the equity share approach has
therefore been applied, however all other subsidiaries have been excluded from the reporting as they would not
qualify under the 2018 Regulations in their own right. To calculate its emissions into equivalent tonnes of carbon
dioxide (CO2e) the Government's carbon conversion factors updated in 2023 were used.

For the year ended 31 December 2023 the energy usage is as follows:

2023
KwH

2022
KwH

Total energy consumption used to calculate emissions:

5,975,950

6,125,967

Emissions from combustion of gas (Scope 1)

Emissions from combustion of fuel for transport purposes (Scope 1)

Emissions from purchased electricity (Scope 2, location-based)

Emissions from business travel in employee-owned vehicles (Scope 3)

Total gross CO2e based on above

Greenhouse gas emissions - intensity ratio:
Tonnes of CO2e per £’m of revenue

Emissions from purchased electricity (Scope 2, market-based factors)

Total gross CO2e based on Scope 2 market-based factors

Carbon offsets from above

Total net CO2e

2023
Tonnes of
CO2e

2022
Tonnes of
CO2e

358

291

590

1,258

9.5

210

878

517

206

521

1,265

14.6

521

1,265

In 2021 the Group established a committee to focus on
the core principals related to its Environmental, Social
and Governance responsibilities. The committee is
made up of employees from across the Group and at
varying levels of seniority so as to ensure a diverse
range of views and opinions are gained and that buy in
is ensured from all areas of the business.

The Group has now replaced all lighting throughout
the business with low energy LED lights, resulting
in a 2%reduction on previous emissions. The Group
is currently undertaking various other initiatives to
reduce gross emissions, including switching to hybrid
and electric vehicles and planning changes to various
factories and site-based activities to Biodiesel (HVO).

A Carbon Reduction Policy is currently in place to make
to ensure that the Group actively seek and invest in
energy and efficiency saving measures, continues
to actively recycle waste where possible and target
improvements in transport and fuel efficiency.

Since May 2023, all of our electricity is sourced from
100% green energy with a REGO accredited 0%
emissions factor. This will provide a significant saving
on our yearly emissions and will be fully realised in
2024.

During the year the committee has produced the
Group's roadmap for future sustainability and has
committed to achieving, as a minimum, of 50% carbon
emissions reduction by 2030 and net zero by 2050.

The Company has also become a member of SteelZero
during the year, which a commitment to procure,
specify or stock 100% net zero steel by 2050 and an
interim commitment to procure, specify or stock 50% of
our steel requirement by 2030.

In August 2023 we offset our full Scope 1 and Scope
2 emissions for the year ended 31 December 2022
through Carbon Neutral Britain via the Woodland
Fund and therefore became Carbon Neutral. We will
continue to strive to reduce our gross emissions year
on year as we continue on our journey to Net Zero. We
will continue to offset any emissions to ensure that we
make an immediate impact now and in March 2024 we
offset our full Scope 1 and Scope 2 emissions for the
year ended 31 December 2023.

Sustainable and Responsible Business (continued)

Customers and Suppliers - Ethical Trading
The Company recognises the need to maintain a
supply chain that adheres to and is aligned with our
environmental, social and commercial objectives and
policies.

Billington is committed to carrying out all dealings with
clients, suppliers, sub-contractors and its own staff in
a fair, open and honest manner. It is also committed
to complying with all legislative and regulatory
requirements that are relevant to its business activities.

The Company communicates fully and openly with
customers regarding costs of work undertaken and will
provide accurate and honest guidance and advice to
customers to ensure their requirements are met.

The Company is proud of its long standing
and committed partner relationships with
its supply chain and in turn seeks to treat
them fairly with timely payment for works
and the implementation of a 'no retention'
policy.

Social
Overview

Billington’s stakeholders are an integral part of the
business, they consist of: customers, suppliers,
employees, shareholders, advisors and the local
communities within which the Group operates.

Employees
Employee engagement, development and satisfaction
is key to building a successful business. Billington
invests in the development of its staff, adopting a
number of policies aimed at recruiting and rewarding
employees, including operating effective training and
award-winning apprenticeship schemes.

During the year the Group employed a further 4
apprentices. The staff turnover rate for the year was
15.98% with a net increase in employee numbers of 48
to a total of 463 employees at the year end.

Billington keeps an open line of communication
with employees through regular briefings and the
production of company literature including a monthly
newsletter. Board members frequently attend
management briefings with Group companies to ensure
active engagement at all levels.

The Company implements an Employee Share Option
Trust (ESOT) to allow employees to share in the future
and continued success of the Group.

Employee health and welfare is of utmost importance
and a range of schemes and initiatives have been
implemented and communicated to employees to assist
in the promotion of an active and healthy lifestyle.
Mental health and the recognition of a need to ensure
employees are adequately supported has resulted in a
range of initiatives being implemented during the year
to further promote employee welfare. The Company
was recognised for its promotion of employee welfare
in the "Be Well at Work" awards in the local region.

These policies help to foster employee communication
and development, and help to deliver long-term
Company growth.

Equal Opportunities
Billington is an equal opportunity employer, it
adheres to the Equality Act 2010, and believes that all
individuals should be treated fairly and equally. The
Group strives to create a supportive and welcoming
environment where diversity is valued and employees
have the ability to progress and prosper without
prejudice or discrimination.

The Company gives full and fair consideration to
applications for employment by disabled persons
where the candidates aptitude and abilities adequately
meet the requirements of the role. It is the Company’s
policy to provide continuing development of, and to
arrange appropriate training wherever practicable
where an existing employee becomes disabled.
The company also provides equal opportunities for
the training, career development and promotion of
disabled persons.

Whistleblowing
The Group is committed to the highest standards
of openness, honesty and accountability, and has a
whistleblowing policy in place that allows all employees
to confidently raise any concerns they have internally,
without fear of reprisal. The Audit Committee continues
to review these procedures and their effectiveness in
order to positively enhance the working environment.

Health and Safety
Health and safety issues are monitored and reviewed
on a monthly basis by senior management and the
Board.

The Group has a well-developed management system
for the internal and external control of health and
safety which is managed by the Group Health & Safety
Manager. This includes the use of risk management
systems for the identification, mitigation and reporting
of health and safety management information.

Billington’s onsite teams have received numerous
awards and recognition for their dedication to health
and safety practices and the Company aims to continue
this success.

Charity
The Company is actively involved in supporting
local and national charities, and has established the
Billington Holdings Charity Foundation through which
it directs all charitable donations. It hosts charitable
events for employees and donates funds to its local
communities, sports teams and other worthwhile
causes.

Training
Billington recognises the importance of training and
development in maintaining and growing the success of
the business, especially considering the skills shortage
within the industry.

The Group has a long history of providing
apprenticeship programmes throughout the business,
and these form a key element of the overall recruitment
and development strategy for Billington. As part of this
strategy, the Company was instrumental in developing
the BCSA CRAFT Certificate that covers training for a
range of steelwork operations.

The Group also supports local colleges and
universities, providing young people with knowledge
of, and giving them an insight into, the industry.

Billington remains in partnership with Betterweld, a
specialist training provider, to provide fabrication/
welding training at an external facility before being
employed by the Group. This partnership provides
access to increased numbers of direct personnel on
a consistent basis at its two Barnsley based facilities
through a structured training and development
programme. Post year end the partnership has further
expanded to include the Yate facility.

Additionally, the Company provides various training
opportunities to existing employees, enabling them to
grow, develop and reach their full potential.

Modern Slavery
Modern slavery is a growing concern in the UK and,
therefore, Billington considers its responsibilities
regarding this with the upmost importance. It complies
with the Modern Slavery Act 2015 and recognises its
duties in relation to the Company’s employees and
supply chain. The Group implements a number of
processes and procedures within the business and
reviews these practices on an ongoing basis.

Sustainable and Responsible Business (continued)

Section 172 Statement

Governance
Overview

Ethical Principles
Overview

Good corporate governance is one of the Company’s
core values and, as an AIM listed entity, it is something
that the Group takes very seriously, ensuring that the
Board implements the Quoted Companies Alliance
Corporate Governance Code for Small and Mid-
Sized Quoted Companies throughout the Company’s
operations. See the Governance Report for further
details.

Bribery and Corruption Policy
Billington has a strict, zero tolerance Bribery and
Corruption Policy, which complies with the Bribery Act
2010, to ensure the integrity and transparency of the
Group is maintained. All Group employees are informed
of the Company’s Bribery and Corruption Policy and
the Board is responsible for ensuring that all sectors of
the business comply with these obligations.

Appropriate internal and external training is given to
employees who may be exposed to situations whereby
bribery, corruption and collusion could occur to ensure
they are able to identify, act and report instances as
they arise.

The Group values its reputation for ethical behaviour
and has a set of values that are at the core of its
business philosophy.

To conduct business ethically, maintaining the
Group’s integrity
The Group will communicate fully and openly in its
dealings with employees, clients, suppliers and the
community, ensuring Billington meets its obligations
to the best of its ability. The Group will conduct its
business operations in an honest, fair and transparent
manner. The Company will strive to meet the highest
industry standards across all Group companies and
ensure all employees are in the position to successfully
deliver these requirements.

To value the welfare of its employees and
ensure they have a safe, healthy and productive
working environment
Billington values its employees and understands
they are key to delivering the sustained growth and
development of the Company. The Group ensures
every employee has the opportunity to fulfil their
potential in a supportive and inclusive environment.

To be regarded as a good neighbour and
operate in a sustainable manner
The Group is highly regarded in the industry and aims
to maintain this positive reputation. It engages openly
and effectively with stakeholders and communities,
and adopts the highest standards of environmental and
sustainability guidelines to minimise its impact within
the areas it operates.

Section 172 of the Companies Act 2006 requires each Director to act in the way they
consider, in good faith, would most likely promote the success of the Group for the
benefit of its shareholders. In doing this, the Director must have regard, amongst
other matters, to:

the likely consequences of any decision in the long term;

the interests of the Group’s employees;

the need to foster the Group’s business relationships with suppliers, customers and others;

the impact of the Group’s operations on the community and the environment;

the Group’s reputation for high standards of business conduct; and

the need to act fairly as between members of the Group.

Details of how the board has met these requirements
during the year are contained throughout the Strategic
Report and Governance Report.

The Chairman’s Statement, Strategy and Vision section
and the Operational Review describe the Group’s
activities, strategy and future prospects, including the
considerations for long term decision making.

The Company considers that its major stakeholders
are its shareholders, employees, clients and supply
chain. When making decisions, the interests of these
stakeholders are considered informally as part of the
Board’s group discussions.

The Company is committed to being a responsible
employer and strives to create a working environment
where its employees are actively engaged and can
contribute to its success. How the Company has
taken the interests of its employees into consideration
are further detailed in the Chairman's Statement,
Operational Review and Sustainable and Responsible
Business report.

The Company understands the value of maintaining and
developing relationships with its clients and suppliers,
to support its potential for future growth. How the
Company fosters business relationships with its client
and suppliers are included within the Sustainable and
Responsible Business report.

The Board recognises that the Group has a duty to
be responsible and is conscious that its business
processes minimise harm to the environment, and
that it contributes as far as is practicable to the
local communities in which it operates. Details are
included in Sustainable and Responsible Business
report, including Streamlined Energy and
Carbon Reporting.

The Board recognises the importance of maintaining
high standards of business conduct. The Group
operates appropriate policies on business ethics
and provides mechanisms for whistle blowing and
complaints which all employees are aware of. Details
are included in Sustainable and Responsible Business
report.

Although the Board holds ultimate responsibility for
overseeing relationships with all stakeholders, certain
stakeholder groups are best engaged with directly
by individual Group companies. The Board takes a
supervisory role in these engagements, primarily
through quarterly subsidiary Board meetings that occur
between the Boards of each Group company and the
Executive Directors.

Risks and Uncertainties

A robust assessment
of the principal and
emerging risks

The Board has carried out a robust assessment of the principal and emerging risks and
uncertainties which have the potential to impact the Group’s profitability and ability to
achieve its strategic objectives. These are set out in the table below. The risk register is
reviewed and updated by the Board every 6 months.

Risk and impact

Mitigation

Risk*

Project Pricing Risk

The Group’s revenue is derived from
construction contracts, which, if priced
incorrectly at the tendering stage, can lock
the business into loss making commitments.
Failure to successfully deliver and manage
projects in line with cost and time estimates
can further impact profitability.

Failure to adequately assess and price a
project can cause significant and unavoidable
financial loss. Failure to deliver projects on
time and on budget can also have an adverse
impact on our reputation and relationships
with customers.

Project Contractual Risk

The Company enters into long term
construction contracts that place obligations
on the Company in the performance of and
satisfaction of its contractual requirements.

Failure to adequately identify and evaluate
contractual obligations can place unexpected
time and cost liabilities upon the Company
resulting in significant and unavoidable
financial loss.

We are very selective in accepting new
business to ensure that our portfolio of
ongoing projects has a balanced risk profile.
In particular there are certain sectors and
industries in which we will not operate as a
result of the risk that they represent.

We have robust contract evaluation
and approval procedures in place that
are followed, prior to any tender being
submitted, including set criteria that must be
met before a bid is made.

The delivery of projects is managed closely,
with project performance and costs to
complete being reviewed and challenged
monthly.

We have robust contract evaluation
and approval procedures in place that
are followed, prior to any tender being
submitted, including set criteria that must be
met before a bid is made.

The delivery of projects is managed closely,
with project performance and costs to
complete being reviewed and challenged
monthly.

Experienced Project Managers and
Quantity Surveyors are appointed, and
projects are delivered in line with agreed
methodologies. Project risk and opportunity
registers are in use for all projects.

Risk and impact

Mitigation

Risk*

Health and Safety

The nature of the Group’s activities expose
our people, subcontractors, suppliers,
members of the public and other stakeholders
to a significant risk of serious injury or death.

Failure to adequately manage health
and safety risk could have significant
consequences, even if no major incident were
to occur. Impacts may include:

Legal proceedings, significant financial
penalties and potential criminal
prosecutions of management.

Loss of reputation within the industry,
amongst customers and as an employer.

Project delays.

Widespread employee absence and
sickness possibly resulting in business and/
or site closures.

Cyber and Information Security

Cyber attacks or technology failures could
result in loss of data, misappropriation of
funds and interruption to the operation of the
business.

Prolonged loss of systems can significantly
impact on the operation of the business,
potentially impacting on projects in extreme
circumstances.

Cyber attacks can also result in loss of
confidential or personal data, potentially
resulting in commercial or reputational
damage, financial loss or fines.

Price and Availability of Raw Materials

Price fluctuations, as a result of raw material
price or exchange rate movements, can also
have a significant impact on the profitability of
our contracts.

Raw material price volatility, most notably
steel, can have a significant impact on contract
profitability, both positive and negative.

Cold rolled steel shortages could result in
project delays and consequential losses /
costs being incurred by the Company.

We have a Group Health and Safety
function in place that has established
consistent and effective procedures for
managing health and safety risk. This
includes risk assessments, safe working
procedures, onsite inspections and audits
and mobile incident reporting capabilities.

All of our people are given role-based
training on induction and throughout
their time with us, and the completion of
training is monitored by our Group Human
Resources function to ensure that training
records remain up to date.

Monthly Health and Safety meetings are
held to review and improve our practices
and Health and Safety performance is
regularly reported to Senior Management
and to Board.

We employ a range of technologies to
adequately safeguard our technology
assets and network, including firewalls and
Mimecast protection, enhanced password
protections and MFA.

Dual offsite backs ups are taken, and we
have an SLA in place with our IT provider to
get us back up and running within defined
timescales.

We have engaged a third party to conduct
a phishing attack and penetration testing,
as well as assessing our overall information
security control framework to identify areas
for further improvements.

Obtained Group’s Cyber Essentials Plus
qualification via a third party audit.

We aim to fix our steel prices with our
suppliers for the life of each contract so
that we can reduce the risk relating to price
volatility.

Ensuring that the supply chain for critical
input materials is not unduly restricted to a
single entity presenting an unduly high risk
to the business should the company fail or
supply interruptions noted through other
closure.

Risks and Uncertainties (continued)

Risk and impact

Mitigation

Risk*

Risk and impact

Mitigation

Risk*

Primary Contractor Liquidation

We typically operate as a secondary
contractor, appointed by a primary contractor.
This contractual position exposes us to risk
of financial loss in the event that a primary
contractor ceases to trade.

In the event of a primary contractor ceasing to
trade we could face significant financial loss,
for example outstanding debtor and work in
progress balances and for resources acquired
for delivery of the project (made to order
steel, subcontractors etc.).

Availability of Personnel and Skills

We have an ageing workforce and we operate
in an industry in which it is difficult to attract
new and young talent into roles.

Skills and labour shortages impact on our
ability to deliver projects on time, on budget
and in a safe manner. The consequences of
shortages, therefore, can include financial loss
and reputational damage.

We conduct robust due diligence on
potential customers prior to tendering. This
includes credit checks, review of trading
records and monitoring of those customers
in the news. All tenders are reviewed and
approved, in line with delegated authority
levels, prior to submission, including review
of the due diligence steps undertaken.

We establish payment profiles with all
customers and also procure credit insurance
wherever possible. Where credit insurance
is not available, we seek to mitigate our
risk via other means, for example by using
escrow accounts, payments upfront and
other guarantees.

We have invested heavily in an active
apprenticeship programme, and we train
as many apprentices as the business
can sustain. This helps to ensure that we
maintain a pipeline of personnel coming into
the business.

We strive to be the best employer in the
industry in order to retain our people, for
example by offering generous benefit
packages including health insurance,
ability to purchase holidays etc. We also
benchmark our salaries to ensure that we
remain ahead of our competitors.

Market / Economic Conditions

Whilst we are not reliant on Europe, the
company has previously contracted in a
number of European Countries and utilises
raw material products that are manufactured
in Europe. Slowdown in the global and UK
economies, specifically in the construction
sector would lead to a reduction in output
in the sector and could adversely impact
the volume of work (and attainable margins)
the Group is able to secure. Inflationary
and general market conditions provide a
risk to the business in times of slow UK
growth / output. Our competitors in timber
and concrete construction also continue
to innovate, potentially impacting on the
sustainability of our business.

A combination of a significant slow down in
the construction industry, steel shortages and
restrictions on our operations in Europe could
have significant impact on the performance
of the business. This could result in a
combination of significant financial loss and
reputational damage within the industry.

ESG Compliance

Environmental impact is increasingly regarded
by clients, markets and shareholders as a key
risk.

There is a risk that steel is regarded as having
too high an environmental impact due to
embedded carbon when compared to other
building materials.

If the business cannot meet clients’
expectations / tender requirements with
regards the Group’s environmental impact,
this may lead to the loss of contracts, or, other
building materials are favoured over steel and
the industry loses market share.

*Denotes the movement in the risk score from the previous year.

We have sought our own CE certification
to ensure that we meet health, safety,
and environmental protection standards
for products sold within the European
Economic Area.

Our bid production and approval processes
ensure that we select projects that offer
stable and sustainable margins, and we
minimise our risks by fixing costs wherever
possible, utilising credit insurance and
performing due diligence on customers and
suppliers alike.

We seek to balance risk through a balanced
portfolio of projects in different sectors and
geographies.

Our project portfolio is well diversified,
sheltering us from the impact of significant
recession in certain industries.

Establishment of an ESG committee with
senior members of the management team
to investigate, promote and implement a
cohesive ESG strategy.

To ensure compliance with and membership
of relevant bodies and schemes e.g.
Steel Zero to promote the businesses
commitment to achieving net zero by 2050.

Calculate the Group’s carbon footprint and
monitor its movement / progress over time.

Review and assess methods and associated
projects to reduce the Group’s carbon
footprint.

This report was approved by the Board
and signed on its behalf.

Darren Kemplay
Company Secretary

Billington Holdings Plc
Company Number - 02402219
15 April 2024

BASIC EARNINGS

PER SHARE (EPS) (PENCE)

Governance Report

Board of Directors and Advisors

The Board is authorised to manage the business of the Company on behalf of the
shareholders and in accordance with the Company’s Articles of Association. This is
achieved by delegating responsibilities to the Board Committees and designating authority
to manage the business to the Chief Executive Officer.

The Board is responsible for overseeing the
management of the business and for ensuring high
standards of corporate governance are maintained
throughout the Group. The Board is currently
comprised of two Executive Directors, three Non
Executive Directors and a Non Executive Chairman.

The Board is accountable for the long-term success
of the Group. The Directors meet on a regular basis
and the Executive Directors are in continual discussion
with the operational management to ensure that the
business objectives of the Group are achieved. Non
Executive Directors have a particular responsibility to
ensure that the strategies proposed by the Executive
Directors are fully challenged and supported.

To enable the Board to fulfil its duties, all Directors
receive appropriate information and are allowed
sufficient time to discharge their responsibilities
effectively. Briefing papers are distributed by the
Company Secretary in advance of Board Meetings and
the members of the Group Board attend the monthly
meetings of subsidiary companies. The Company’s Non
Executive Directors are considered by the Board to be
independent of the management, and bring a breadth
of experience which is welcomed by the Executive
Directors.

Further details on how the Company complies with
the Principals of the QCA code can be found on the
Billington Holdings Plc website at - https://billington-
holdings.plc.uk/aim-information/corporate-governance-
policy/

Dealing Code
The Company follows the guidelines and procedures
outlined in the Quoted Companies Alliance Code for
Directors’ Dealings, as applicable to AIM companies,
and all Directors and relevant employees comply with
this.

Communication with Shareholders
The Company encourages two-way communication
with both its institutional and private investors and
attempts to respond quickly to all queries received
verbally or in writing.

The Executive Directors undertake a programme of
regular communication with institutional shareholders
and with analysts covering the Group’s activities, its
performance and strategy.

The Executive Directors formally meet with institutional
shareholders at least twice a year, after the half year
and full year results are released. In addition, site
visits for current and prospective shareholders are
conducted throughout the year when requested to
allow the operations and capabilities of the Group to be
demonstrated and observed.

The Board has sought to use the AGM to communicate
with private investors and encourages their
participation. The notice of the AGM, detailing all
proposed resolutions, is notified to shareholders at
least 20 working days before the meeting.

Culture and Ethics
Billington is committed to carrying out all dealings with
clients, suppliers, sub-contractors and employees in
a fair, open and honest manner. It is also committed
to complying with all legislative and regulatory
requirements that impinge on its business activities.

The Board provides strong leadership and ensures that
the Company’s ethical values are delivered through
the business by regularly engaging with Directors and
members of senior management, and consistently
reviewing and updating policies.

Board
Each Board member has a direct responsibility to
Billington, its employees and its investors, and aims to
ensure the success of the Group.

The Board comprises a Non Executive Chairman, two
Executive Directors and three Non Executive Directors.

The Board members have different backgrounds and
bring a varied range of skills and experience to the
Company. Between them, members have in depth
knowledge of engineering, operations, finance,
investment and Billington itself, ensuring there is a
strong balance of expertise at Board level.

Board Meeting Attendance

Mark Smith – 11/11

Trevor Taylor – 11/11

Ian Lawson – 11/11

Stephen Wardell - 11/11

Alexander Ospelt – 9/11

John Gordon – 4/4

Lyndsey Scott – 4/5

Ian Michael Lawson
Non Executive Chairman
Appointed: 01/10/2018
Nationality: British

Stephen John Wardell
Non Executive Director
Appointed: 14/01/2019
Nationality: British

Ian is a fellow of both The Royal Institute of Chartered
Surveyors (FRICS) and the Chartered Institute of Building
(FCIOB) and has a wide range of skills and experience
from working within the construction industry for more
than 35 years.
Ian’s previous experience includes being a main Board
Director of a tier-1 Principal Contractor where he enjoyed a
13-year career and subsequently spent four years as Chief
Executive Officer for a prominent Steelwork Contractor.

Mark Smith
Chief Executive Officer
Appointed: 01/01/2015
Nationality: British

Stephen is a member of the Institute of Chartered
Accountants in England & Wales (ICAEW), having qualified
in 1988. He retired from KPMG in 2018 having been a
partner for nearly 20 years, having held a number of
management roles in the firm and was most recently a
Senior Audit Partner working with FTSE 100 and 250 boards
in an audit, advisory and relationship management capacity.
Throughout his career, Stephen has specialised in the
construction and contracting sectors and was a member
of the ICAEW Construction Sector Working Group in 2014.
As well as his role with Billiington, Stephen is currently
an independent Non-executive with accountancy firm,
Haysmacintyre and with the Central & Eastern European
Region of KPMG. He was previously on the KPMG UK
Audit Board (resigned 30/9/22) and a director of The 5%
Charity Club (resigned 6/12/23).

Mark joined Billington Holdings Plc as Chief Operating
Officer on 2 June 2014. Appointed as Chief Executive on
1 January 2015.
An in depth knowledge of construction industry for over
30 years driving for growth and profit in competitive
markets.

Lyndsey Jane Scott
Non Executive Director
Appointed: 01/09/2023
Nationality: British

Trevor Michael Taylor
Chief Financial Officer
Appointed: 31/10/2011
Nationality: British

Lyndsey has a wealth of experience in HR and people
management across a range of sectors, both in the UK
and internationally, with listed entities. Lyndsey, with
her extensive experience with Remuneration, Audit
and Nomination Committees will subsume the role of
Remuneration Committee Chair for Billingtons.
Lyndsey currently has a Non-Executive role with James
Cropper Plc, an AIM listed company specialising in
advanced materials and paper products.

Trevor is a fellow of the Institute of Chartered Accountants
in England & Wales (ICAEW) and joined Billington in 2008
after 5 years in audit practice specialising in Construction
and Financial Services.

Alexander Ospelt
Non Executive Director
Appointed: 01/01/2013
Nationality: Liechtensteiner

Secretary
Darren Kemplay

Registered Office
Barnsley Road,
Wombwell,
Barnsley,
South Yorkshire
S73 8DS

Alexander Ospelt has been in independent practice
as a lawyer since 1997 and is a Member of the Board
of Directors of Legacon Trust and Ospelt and Partner
Attorneys at Law, Liechtenstein. In addition, he is also
a Board Member of a number of other companies
including Opselt Holding Anstalt; Bergbahen Malbun
AG; Bank Havilland Ltd; Chairman of the Board of Seed
X Liechtenstein Ltd; and Chairman of the Board of ONE
Insurance Ltd. Alex was also appointed Honorary Consul
of the Kingdom of Belgium in 2017.

Auditor
RSM UK Audit LLP
Chartered Accountants & Statutory Auditors,
Central Square,
5th Floor, Wellington Street,
Leeds,
LS1 4DL

Registered in England
Company Number - 02402219

Report of the Directors

Audited financial
statements for the year
ended 31 December 2023

The Directors present their report together with the audited financial statements for the year
ended 31 December 2023.

1. Disclosures
As permitted by Companies Act 2006, s. 414C(11), some
of the matters normally included in this report have
instead been included in the Strategic Report, as the
board considers them to be of strategic importance.
Specifically, these relate to Streamlined Energy and
Carbon Reporting ('SECR'), future developments,
employment disclosures, employee engagement and
how the Directors have had regard to the need to foster
business relationships with suppliers, customers and
others.

The Governance Report is incorporated in this report
by reference.

2. Directors
The present membership of the board is set out in the
Board of Directors section of the Governance Report.

Mr J.S.Gordon resigned on 6 June 2023. Ms L.J.
Scott was appointed on 1 September 2023. All other
Directors served throughout the year.

In accordance with the Articles of Association Mr
T.M.Taylor and Mr M.Smith retire and offer themselves
for re-election.

A proposal to update the Company's Articles of
Association will be tabled at the next AGM so that all
Directors stand for re-election on an annual basis.

3. Directors' Indemnities
The articles entitle the Directors of the Company to
be indemnified, to the extent permitted by the Act and
any other applicable legislation, out of the assets of the
Company in the event that they suffer any loss or incur
any liability in connection with the execution of their
duties as Directors.

In addition, and in common with many other companies,
the Company had during the year, and continues to
have in place, Directors’ and officers’ insurance in
favour of its directors and other officers in respect
of certain losses or liabilities to which they may be
exposed due to their office.

4. Statement of Directors'

Responsibilities

The Directors are responsible for preparing the
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 Group
and Company financial statements for each financial
year. The Directors have elected under company law
and are required by the AIM Rules of the London Stock
Exchange to prepare Group financial statements in
accordance with UK-adopted International Accounting
Standards and have elected under Company law
to prepare the Company financial statements in
accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting
Standards and applicable law).

The Group financial statements are required by law
and UK-adopted International Accounting Standards
to present fairly the financial position and performance
of the Group. The Companies Act 2006 provides in
relation to such financial statements that references
in the relevant part of that Act to financial statements
giving a true and fair view are references to their
achieving a fair presentation.

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
Group and the Company and of the profit or loss of the
Group for that period.

In preparing each of the Group and Company 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;

for the Group financial statements, state whether they
have been prepared in accordance with UK-adopted
International Accounting Standards

distribution of dividends by Billington Holdings Plc
requires approval at the shareholders' meeting, no
liability in this respect is recognised in the consolidated
financial statements.

In accordance with the Company's Articles of
Association a write-back of £2,000 (2022: £142,000)
has been recognised during the year relating to
unclaimed dividends over 12 years old.

6. Going Concern
After making enquiries, the Directors have formed
a judgement at the time of approving the financial
statements that there is a reasonable expectation
that the Group has adequate resources to continue in
operational existence for at least 12 months from the
approval of the financial statements. For this reason,
the Directors continue to adopt the going concern
basis in preparing the financial statements.

Further details of the key factors considered by the
Directors in making the statement are set out in
the Financial Review on pages 13 to 18 and in the
Accounting Policies on page 51.

7. Research and Development
Research and development expenditure during the
year was £87,000 (2022: £95,000).

8. Post Balance Sheet Events
There were no post balance sheet events identified.

for the Company financial statements state whether
applicable UK accounting standards have been
followed, subject to any material departures
disclosed and explained in the Company financial
statements;

prepare the financial statements on the going
concern basis unless it is inappropriate to presume
that the Group and the Company will continue in
business.

The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Group’s and the Company’s transactions
and disclose with reasonable accuracy at any time the
financial position of the Group and the Company and
enable them to ensure that the financial statements
comply with the requirements of the Companies Act
2006. They are also responsible for safeguarding
the assets of the Group and the Company and hence
for taking reasonable steps for the prevention and
detection of fraud and other irregularities.

The directors are responsible for the maintenance
and integrity of the corporate and financial information
included on the Billington Holdings Plc website.

Legislation in the United Kingdom governing the
preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.

Statement of disclosure to auditor:

The Directors confirm that:

so far as each Director is aware, there is no relevant
audit information of which the Company's auditor is
unaware and;

the Directors have taken all steps that they ought to
have taken as Directors in order to make themselves
aware of any relevant audit information and to
establish that the auditor is aware of that information.

The Directors are responsible for the maintenance
and integrity of the corporate and financial information
included on the Company's website. Legislation in
the United Kingdom governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.

5. Dividends
A final dividend in respect of 2022 of 15.5 pence
(£1,900,000) per ordinary share was paid on 4 July
2023. No interim dividends were paid in 2023. A final
dividend has been proposed in respect of 2023 of
33.0 pence (£4,268,000) per ordinary share. As the

Report of the Directors (continued)

Audit Committee Report

9. Additional Disclosures
Additional information that is relevant to this report,
and which is incorporated by reference into this report,
including information required in accordance with the
UK Companies Act 2006, can be located as follows:

Employees, employee involvement
and engagement - Sustainable and Responsible
Business Report

Engagement with other stakeholders - Sustainable
and Responsible Business Report

Long-term incentive plans - Remuneration
Committee Report

Directors' interests - Remuneration Committee
Report

Equal opportunities (including the disabled) -
Sustainable and Responsible Business Report

Greenhouse gas emissions - Sustainable and
Responsible Business report

Financial instruments - note 20 to the Group
financial statements

10. Auditor
RSM UK Audit LLP have expressed their willingness to
continue in office. In accordance with Section 489 (4) of
the Companies Act 2006 a resolution to reappoint RSM
UK Audit LLP will be proposed at the Annual General
Meeting.

This report was approved by the Board
and signed on its behalf.

Darren Kemplay
Company Secretary

Billington Holdings Plc
Company Number - 02402219
15 April 2024

The Audit Committee
During the year the Audit Committee comprised:

Stephen Wardell (Chair)

Ian Lawson

John Gordon (resigned 6 June 2023)

Lyndsey Scott (appointed 1 September 2023)

The committee meets bi-annually, plus additional
meetings when required.

It is normal practice to invite the Chief Financial
Officer and the Chief Executive Officer to attend those
meetings when considered appropriate. Mr A.Ospelt is
also invited to attend the meetings.

The Audit Committee is responsible for the financial
reporting of the Company and the Group, as well as
detailed findings arising from the external audit.

The Committee reports to the Board on the Group’s full
and half year results, having examined the accounting
policies on which they are based and ensures
compliance with relevant accounting standards. In
addition, it reviews the scope of the external audit, the
effectiveness, independence and objectivity of the
auditors, taking into account relevant regulatory and
professional requirements.

Role of the External Auditor
The committee monitors the relationship with the
external auditor to ensure that auditor independence
and objectivity are maintained. Following a long
relationship with the incumbent auditors, Grant
Thornton, the committee has undertaken a tender
process during the year. To ensure independence is
safeguarded, following the conclusion of the tender
process Grant Thornton resigned as auditors and RSM
were appointed as the Group's new auditors.

Any instruction for RSM to provide non-audit services
to the group must be approved in advance by the
committee. No fees were payable to RSM for non-audit
services during the year.

Having reviewed the auditor’s independence and
performance, the committee has concluded that
these are effective and recommends that RSM be
reappointed at the next AGM.

Audit Process
The auditor prepares an annual planning report for
consideration by the committee, which details areas
of audit focus and anticipated key audit risks, together
with the anticipated level of materiality. This is reviewed
and approved by the committee. Following the audit,
the auditor presented its findings to the committee. No
significant areas of concern were raised by the external
auditor.

Internal Control and Risk
Management
The systems of internal control and risk management
are the ultimate responsibility of the Board, which
sets and reviews appropriate policies. The systems
are designed to provide reasonable, but not absolute,
assurance against material misstatement or loss.
Managers are delegated the tasks of implementation
and maintenance of systems in accordance with those
policies and the identification, evaluation, management
and reporting of risk and control issues.

Controls and processes are reviewed on a periodic
basis by the group’s finance team with any issues and
recommendations reported to the audit committee.

Budgets are produced annually and key performance
targets within them are set by the Board. Performance
against those budgets is regularly reviewed and
variances are investigated and acted upon by members
of the Board and the company and departmental
directors.

The principal risks and uncertainties faced by the
Group, together with mitigating activities, are disclosed
in the Strategic Report.

Remuneration
Committee Report

The Remuneration Committee
During the year the Remuneration Committee
comprised:

Lyndsey Scott (Chair, appointed 1 September 2023)

Stephen Wardell (Interim Chair)

John Gordon (Chair, resigned 6 June 2023)

Ian Lawson

The committee meets bi-annually, plus additional
meetings when required.

Mr A.Ospelt is invited to attend the meetings to present
the views of the shareholders.

It's primary responsibility is to review salary levels,
discretionary variable remuneration and the terms
and conditions of service of the Executive Directors
and other members of senior management where
their financial remuneration package is above
predetermined fiscal limits. The Remuneration
Committee also reviews the compensation decisions
made in respect of all other senior executives.

The Committee is also responsible for reviewing and
determining, along with the Executive Directors, the
overall Remuneration Policy applied to the Group. This
includes the quantum of variable remuneration and
the method of delivery, taking into account relevant
regulatory and corporate governance developments.

The Remuneration Committee is authorised to seek any
information it requires in order to perform its duties and
obtain external legal or other professional advice that it
considers necessary from time to time.

Remuneration Policy
The Group’s policy on remuneration for the current
year and, so far as is practicable, for subsequent
years, is set out below. However, the Remuneration
Committee believes that it should retain the flexibility to
adjust the remuneration policy in accordance with the
changing needs of the business. Any changes in policy
in subsequent years will be detailed in future reports
on remuneration. The Group must ensure that its
remuneration arrangements attract and retain people
of the right calibre in order to ensure corporate success
and to enhance shareholder value. Its overall approach
is to attract, develop, motivate and retain talented
people at all levels, by paying competitive salaries and
benefits to all its staff. Pay levels are set to take account
of contribution and individual performance, wage levels
elsewhere in the Group, and with reference to relevant
market information. The Group seeks to reward its

employees fairly and give them the opportunity to
increase their earnings by linking pay to achieving
business and individual performance targets. Executive
Directors are rewarded on the basis of individual
responsibility, competence and contribution, and salary
increases also consider pay awards made elsewhere in
the Group as well as external market benchmarking.

Non-Executive Directors' fees
Fees for Non-Executive Directors are determined by
the Board annually, taking advice as appropriate and
reflecting the time commitment and responsibilities
of the role. The Non-Executive Chairman currently
receives an annual fee of £73,000. Non-Executive
Directors’ fees currently comprise a basic fee of
£38,500 and an enhancement of £5,500 for chairing
either the Audit Committee or the Remuneration
Committee.

Non-Executive Directors do not participate in the
annual bonus plan or pension scheme, but do have
the option to participate in the Group healthcare
arrangements. The Company reimburses the
reasonable expenses they incur in carrying out their
duties as Directors.

Executive Director Remuneration
Basic Salary
Basic salary is set by the Remuneration Committee by
considering the responsibilities, individual performance
and experience of the Executive Directors, as well as
the market rates for executives in a similar position and
wage levels elsewhere in the Group. Basic salary is
reviewed annually by the Remuneration Committee.

Annual Bonus
The Executive Directors are eligible to participate in
the annual bonus plan. The range of award is based on
annual salary and is paid in both cash and shares via
the Group's Deferred Bonus Plan (DBP).

The performance requirements, for the ability to earn
a bonus, are set by the Committee annually and are
based on the long term strategy of the Group.

Long Term Incentive Plan and Deferred
Bonus Plan
On 21 April 2023, Mr M. Smith and Mr T. Taylor were
granted 24,903 and 18,677 shares respectively under
the Deferred Bonus Plan.

Details of the Groups long term incentive arrangement
are included in note 11 of the Group financial statements
and the Directors' interests are shown below.

Directors Remuneration
Remuneration received by the Directors was as follows:

Salary
& fees
£'000

Other
emoluments
£'000

Pension
£'000

Total
2023
£'000

Total
2022
£'000

Executive

M.Smith

T.M. Taylor

Non-executive

I.Lawson

J.S. Gordon

S.J. Wardell

L.J. Scott

A.Ospelt

Employer's NI

Share based payment charge

Total

288

215

684

112

199

421

317

921

187

605

1,713

389

293

855

524

1,463

Directors' Interests in Shares
The interests of the Directors at the year end in shares of the company were as follows:

Ian Lawson

Mark Smith

Trevor Taylor

Alexander Ospelt

Stephen Wardell

Lyndsey Scott

Billington Holdings Plc ordinary 10p shares

31 December 2023

1 January 2023

Options

17,200

63,807

52,513

6,500

274,705

206,028

17,200

19,554

19,323

6,500

337,115

252,835

Mr A.Ospelt is a representative of Gutenga Investments PCC Limited, who hold 4,447,985 (34.4%) ordinary 10p shares in the
company as at 31 December 2023.

The Directors outstanding options at the year of the year were as follows:

Deferred Bonus Plan

LTIP 2022 - 2023

LTIP 2022 - 2024

Mark
Smith

24,903

123,359

126,443

274,705

Trevor
Taylor

18,677

92,519

94,832

206,028

Exercise
price

Expected
exercise date

nil

Apr 26

Apr 24

Apr 25

Independent Auditor’s Report
to the members of Billington Holdings Plc

Opinion
We have audited the financial statements of Billington
Holdings plc (the ‘parent company’) and its subsidiaries
(the ‘group’) for the year ended 31 December 2023
which comprise the consolidated income statement,
the consolidated statement of comprehensive income,
the consolidated statement of financial position,
the consolidated statement of changes in equity,
the consolidated cash flow statement, the parent
company statement of financial position, the parent
company statement of changes in equity and notes
to the financial statements, including significant
accounting policies. The financial reporting framework
that has been applied in the preparation of the group
financial statements is applicable law and UK-adopted
International Accounting Standards. The financial
reporting framework that has been applied in the
preparation of the parent company financial statements
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 2023 and of the group’s
profit for the year then ended;

Summary of our audit approach

the group financial statements have been
properly prepared in accordance with UK-adopted
International Accounting Standards;

the parent company financial statements have
been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice;
and

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

Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs (UK))
and applicable law. Our responsibilities under those
standards are further described in the Auditor’s
responsibilities for the audit of the financial statements
section of our report. We are independent of the
group and the parent company in accordance with
the ethical requirements that are relevant to our audit
of the financial statements in the UK, including the
FRC’s Ethical Standard as applied to listed entities 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.

Key audit matters

Group

Revenue recognition in relation to construction contracts

Materiality

Group

Overall materiality: £666,000 (2022: £433,000)

Performance materiality: £500,000 (2022: £303,000)

Parent Company

Overall materiality: £559,000 (2022: £231,000)

Performance materiality: £419,000 (2022: £162,000)

Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the group financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on the
overall audit strategy, the allocation of resources in the audit and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the group financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue recognition in relation to construction contracts

Key audit matter
description

Refer to page 52 and 53 – Principal accounting policies

Refer to page 59 and 60 – Principal accounting policies (Significant management
judgements in applying accounting policies)

Refer to page 62 – Note 2, Revenue and profit before tax

Under International Standard on Auditing UK (ISA (UK)) 240 ‘The Auditor’s
Responsibilities Relating to Fraud in an Audit of Financial Statements’, there is
a rebuttable presumed risk that revenue may be misstated due to the improper
recognition of revenue.

The Group's primary revenue stream is derived from construction contracts and is
recognised in accordance with International Financial Reporting Standard (IFRS)
15 ‘Revenue from Contracts with Customers’. Recognition of revenue requires
management to make judgements relating to:

Identifying performance obligations and allocating consideration.

Estimating contract margins based on total contract consideration and total
expected contract costs.

Assessing stage of completion based on total contract consideration and total
expected contract costs.

The effect of these matters is that, as part of our risk assessment, we determined
that the carrying value of contract assets/liabilities, revenue and profit recognised
on construction contracts has a high degree of estimation uncertainty, with a
potential range of reasonable outcomes greater than our materiality for the financial
statements as a whole. Therefore, auditor judgement is required to assess whether
the estimates of total contract consideration and total expected contract costs are
appropriate.

In responding to the key audit matter, our audit procedures included:

Identifying high risk contracts with risk indicators including large contracts,
significant contact assets/liabilities, low/high margin contracts, loss making
contracts and contracts with significant variations.

Reviewing management’s assessment of performance obligations and the
allocation of consideration.

How the matter
was addressed
in the audit

Assessing total contract consideration by comparing to contracts, certifications,
final accounts and receipt of cash.

Testing costs incurred to date through sample testing, including an assessment of
whether costs were allocated to the correct contract

Challenging forecast costs to complete by testing a sample of forecast costs to
supporting evidence and by reviewing post year end results.

Assessing the historical accuracy of forecasting by comparing actual margin
achieved with initial forecasts and the expectation formed at the prior year end.

Auditing disclosures related to revenue recognition and the degree of estimation
involved in revenue and profit recognition.

Scope

Our audit procedures covered 91% of revenue, 90% of total
assets and 89% of profit before tax.

Key observations

Our audit work in respect of revenue recognition in relation to construction
contracts concluded that we did not identify any material misstatements and the
disclosures management have made are appropriate.

Independent Auditor’s Report (continued)

Our application of materiality
When establishing our overall audit strategy, we set certain thresholds which help us to determine the nature,
timing and extent of our audit procedures. When evaluating whether the effects of misstatements, both individually
and on the financial statements as a whole, could reasonably influence the economic decisions of the users we
take into account the qualitative nature and the size of the misstatements. Based on our professional judgement,
we determined materiality as follows:

An overview of the scope of our audit
The group consists of 8 components, all of which are based in the UK. The coverage achieved by our audit
procedures was:

11%

10%

Group

Parent Company

Overall materiality

£666,000 (2022: £433,000)

£559,000 (2022: £231,000)

Basis for
determining overall
materiality

5% of group profit before taxes

1.4% of total assets

Revenue

Profit
before tax

Total assets

91%

89%

90%

Rationale for
benchmark
applied

Profit before taxes is the key
benchmark against which the business
is assessed by management and
investors.

The parent company does not
trade and primarily holds group
investments, fixed assets and cash
balances. As such total assets was
deemed to be the most appropriate
benchmark.

Full scope

Specific audit procedures

Analytical procedures

Full scope audits were performed for 3 components, specific audit procedures for 4 components and analytical
procedures at group level for the remaining 1 component.

Of the above, no audit work was undertaken by component auditors.

Performance
materiality

Basis for
determining
performance
materiality

£500,000 (2022: £303,000)

£419,000 (2022: £162,000)

75% of overall materiality

Reporting of
misstatements to
the Audit Committee

Misstatements in excess of £33,000
and misstatements below that
threshold that, in our view, warranted
reporting on qualitative grounds.

Misstatements in excess of £27,900
and misstatements below that
threshold that, in our view, warranted
reporting on qualitative grounds.

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. Our evaluation of the
directors’ assessment of the group’s and parent
company’s ability to continue to adopt the going
concern basis of accounting included:

Assessing the forecasts prepared by management
covering the period to 30 April 2025 by challenging
the key assumptions by:

comparing forecast revenue with the Group’s order
book and historical performance;

evaluating the historical accuracy of forecasts
prepared by management;

assessing the sensitivity of the available headroom
on facilities and cash position of the Group;

review of post year end trading of the group
and comparison to the forecasts supplied by
management.

Checking the integrity and mechanism of the forecast
model provided by management

Evaluating the adequacy of going concern
disclosures in the financial statements, including
whether commentary regarding the new facility
entered into by the Group 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.

Independent Auditor’s Report (continued)

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 pages 31 and 32, 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.

Auditor’s 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 auditor’s report that
includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of
these financial statements.

Other information
The other information comprises the information
included in the annual report, other than the financial
statements and our auditor’s report thereon. The
directors are responsible for the other information
contained within the annual report. Our opinion on
the financial statements does not cover the other
information and, except to the extent otherwise
explicitly stated in our report, we do not express any
form of assurance conclusion thereon.

Our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements
or our knowledge obtained in the course of the audit
or otherwise appears to be materially misstated. If
we identify such material inconsistencies or apparent
material misstatements, we are required to determine
whether this gives rise to a material misstatement in
the financial statements themselves. If, based on the
work we have performed, we conclude that there is a
material misstatement of this other information, we are
required to report that fact.

We have nothing to report in this regard.

Opinions on other matters
prescribed by the Companies
Act 2006
In our opinion, based on the work undertaken in the
course of the audit:

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

the Strategic Report and the Directors’ Report have
been prepared in accordance with applicable legal
requirements.

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 their environment
obtained in the course of the audit, we have not
identified material misstatements in the Strategic
Report or the Directors’ Report.

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

adequate accounting records have not been kept 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

The extent to which the audit was
considered capable of detecting
irregularities, including fraud
Irregularities are instances of non-compliance with
laws and regulations. The objectives of our audit
are to obtain sufficient appropriate audit evidence
regarding compliance with laws and regulations that
have a direct effect on the determination of material
amounts and disclosures in the financial statements, to
perform audit procedures to help identify instances of
non-compliance with other laws and regulations that
may have a material effect on the financial statements,
and to respond appropriately to identified or suspected
non-compliance with laws and regulations identified
during the audit.

In relation to fraud, the objectives of our audit are to
identify and assess the risk of material misstatement
of the financial statements due to fraud, to obtain
sufficient appropriate audit evidence regarding the
assessed risks of material misstatement due to fraud
through designing and implementing appropriate
responses and to respond appropriately to fraud or
suspected fraud identified during the audit.

However, it is the primary responsibility of
management, with the oversight of those charged with
governance, to ensure that the entity's operations are
conducted in accordance with the provisions of laws
and regulations and for the prevention and detection of
fraud.

In identifying and assessing risks of material
misstatement in respect of irregularities, including
fraud, the group audit engagement team:

obtained an understanding of the nature of the
industry and sector, including the legal and
regulatory frameworks that the group and parent
company operates in and how the group and parent
company are complying with the legal and regulatory
frameworks;

inquired of management, and those charged with
governance, about their own identification and
assessment of the risks of irregularities, including
any known actual, suspected or alleged instances of
fraud;

discussed matters about non-compliance with
laws and regulations and how fraud might occur
including assessment of how and where the financial
statements may be susceptible to fraud

The most significant laws and regulations were determined as follows:

Legislation /
Regulation

Additional audit procedures performed by the
Group audit engagement team included:

UK-adopted IAS,
FRS 102 and
Companies Act
2006

Review of the financial statement disclosures and testing to supporting
documentation;

Completion of disclosure checklists to identify areas of non-compliance

Inspection and review of tax computations and workings prepared by external tax
advisors

Tax compliance
regulations

Inspection and review of advice received from external tax advisors

Inspection of correspondence with local tax authorities

Consideration of whether any matter identified during the audit required reporting
to an appropriate authority outside the entity

AIM listing rules

Review of announcements made during the year via RNS to identify any potential
instances of non-compliance

Health and safety
regulations

Inquiry of management and Directors

Inspection of correspondence with advisors and regulators (where applicable)

Independent Auditor’s Report (continued)

The areas that we identified as being susceptible to material misstatement due to fraud were:

Risk

Audit procedures performed by the audit engagement team:

Revenue
recognition
in relation to
construction
contracts

Provision for
contract losses

Management
override of
controls

Please refer to the Key Audit Matters section above regarding how this matter was
addressed as part of the audit.

Testing the appropriateness of journal entries and other adjustments

Assessing whether the judgements made in making accounting estimates are
indicative of a potential bias

Evaluating the business rationale of any significant transactions that are unusual or
outside the normal course of business.

A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.

Use of our report
This report is made solely to the company’s 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 auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s
members as a body, for our audit work, for this report, or for the opinions we have formed.

Finlay Lamont (Senior Statutory Auditor)

For and on behalf of RSM UK Audit LLP, Statutory Auditor

Chartered Accountants
Central Square
5th Floor
29 Wellington Street
Leeds
LS1 4DL

Consolidated income statement
for the year ended 31 December 2023

Consolidated statement of
comprehensive income
for the year ended 31 December 2023

Revenue

Raw materials and consumables

Other external charges

Staff costs

Depreciation

Other operating charges

Operating profit

Finance income

Finance costs

Net finance income/(expense)

Profit before tax

Tax

Profit for the year

Profit for the year attributable to equity holders
of the parent company

Basic earnings per share

Diluted earnings per share

All results arose from continuing operations.

Note

2023
£’000

2022
£’000

132,495

86,614

Profit for the year

(78,182)

(51,277)

(6,053)

(4,792)

(25,536)

(19,566)

(2,215)

(7,263)

(2,044)

(3,024)

(119,249)

(80,703)

13,246

224

(82)

142

13,388

(3,063)

10,325

84.4p

79.3p

5,911

(108)

(82)

5,829

(1,095)

4,734

39.1p

37.8p

Other comprehensive income

Items that will not be reclassified subsequently to profit or loss

Revaluation of land and buildings

Movement on deferred tax relating to revaluation

Remeasurement of net defined benefit pension surplus

Movement on deferred tax relating to pension surplus

Items that will be reclassified subsequently to profit or loss

Loss on forward currency contracts

Other comprehensive income/(expense), net of tax

Total comprehensive income for the year attributable
to equity holders of the parent company

The principal accounting policies and notes 1 to 27 form part of these Group financial statements.

Note

2023
£’000

10,325

5,868

(1,467)

(340)

4,146

(31)

4,115

2022
£’000

4,734

(486)

122

(364)

14,440

4,370

The principal accounting policies and notes 1 to 27 form part of these Group financial statements.

Consolidated statement
of financial position
as at 31 December 2023

Assets

Non current assets

Property, plant and equipment

Investment property

Pension asset

Total non current assets

Current assets

Inventories

Contract work in progress

Trade and other receivables

Cash and cash equivalents

Total current assets

Total assets

Liabilities

Current liabilities

Borrowings

Trade and other payables

Lease liabilities

Current tax payable

Derivative financial instruments

Total current liabilities

Non current liabilities

Borrowings

Lease liabilities

Deferred tax liabilities

Total non current liabilities

Total liabilities

Net assets

Equity

Share capital

Share premium

Capital redemption reserve

Other components of equity

Retained earnings

Total equity

Note

2023

2022

£’000

17, 18

1,576

6,540

23,582

22,084

28,481

157

447

1,641

3,001

25,329

614

1,871

27,814

53,782

81,596

19,264

464

2,174

21,902

38,774

60,676

3,334

13,548

10,258

11,634

250

22,044

143

29,116

22,506

500

1,798

1,525

3,823

26,329

34,347

1,293

1,864

132

(761)

31,819

34,347

4,642

33,758

47,838

1,293

1,864

132

3,847

40,702

47,838

The Group financial statements were approved and authorised for issue by the Board of Directors on 15 April 2024.

Ian Lawson
Non-Executive Chairman

Trevor Taylor
Chief Financial Officer

Consolidated statement
of changes in equity
for the year ended 31 December 2023

At 1 January 2022

Transactions with owners

Dividends

Credit relating to equity-settled
share based payments (note 11)

ESOT movement in year (note 22)

Transactions with owners

Profit for the financial year

Other comprehensive income

Actuarial gains recognised in the
pension scheme (note 25)

Income tax relating to components
of other comprehensive income

Total comprehensive income
for the year

Share
capital
£’000

Share
premium
£’000

Capital
redemption
reserve
£’000

Other
components
of equity
£’000

Retained
earnings
£’000

Total
equity
£’000

1,293

1,864

132

(770)

26,873

29,392

(221)

806

(9)

576

4,734

806

585

4,734

(486)

122

4,370

At 31 December 2022

1,293

1,864

132

(761)

31,819

34,347

At 1 January 2023

Transactions with owners

Dividends (note 6)

Credit relating to equity-settled
share based payments (note 11)

ESOT movement in year (note 22)

Transactions with owners

Profit for the financial year

Other comprehensive income

Actuarial loses recognised in the
pension scheme (note 25)

Deferred tax on pension

Financial instruments (note 20)

Revaluation of land and buildings (note 21)

Deferred tax on revaluation

Total comprehensive income
for the year

Share
capital
£’000

Share
premium
£’000

Capital
redemption
reserve
£’000

Other
components
of equity
£’000

Retained
earnings
£’000

Total
equity
£’000

1,293

1,864

132

(761)

31,819

34,347

238

(31)

5,868

(1,467)

4,370

3,847

(1,898)

939

(228)

(1,187)

939

(949)

10,325

(340)

(31)

5,868

(1,467)

10,070

14,440

40,702

47,838

At 31 December 2023

1,293

1,864

132

The Group retained earnings reserve includes a surplus of £1,403,000 (2022 - £1,630,000) relating to the net pension surplus (note 25).

The principal accounting policies and notes 1 to 27 form part of these Group financial statements.

Consolidated
cash flow statement
for the year ended 31 December 2023

Cash flows from operating activities

Group profit after tax

Taxation (paid)/received

Interest received

Depreciation on property, plant and equipment

Fair value adjustment of investment properties

Impairment of property, plant and equipment

Share based payment charge

Profit on sale of property, plant and equipment

Taxation charge recognised in income statement

Net finance (income)/expense

Decrease/(increase) in inventories

Decrease/(increase) in contract work in progress

(Decrease)/increase in trade and other receivables

Increase in trade and other payables

Net cash flows from operating activities

Cash flows from investing activities

Purchase of property, plant and equipment

Purchase of investment property

Proceeds from sales of property, plant and equipment

Net cash flow from investing activities

Cash flows from financing activities

Interest paid

Repayment of bank and other loans

Capital element of leasing payments

Dividends paid

Employee Share Ownership Plan share sales

Net cash flow from financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of year

Total cash and cash equivalents

Note

2023
£’000

2022
£’000

10,325

(2,591)

187

4,734

192

2,215

2,044

(30)

372

939

(243)

3,063

(142)

1,758

7,008

(13,324)

6,411

806

(309)

1,095

(1,440)

(3,291)

1,958

709

15,948

6,606

(2,899)

(4,516)

(120)

386

(404)

348

(2,633)

(4,572)

(82)

(750)

(143)

(1,900)

(2,865)

10,450

(95)

(250)

(74)

(363)

(782)

1,252

11,634

10,382

22,084

11,634

The principal accounting policies and notes 1 to 27 form part of these Group financial statements.

Principal accounting policies

The financial position of the Group and its continued
positive trading performance in 2023 are detailed in
the Financial Review and they demonstrate the robust
position of the Group heading into 2024.

The Group has a gross cash balance of £22.1 million
as at 31 December 2023 with no long-term borrowings
or commitments. The Group repaid its only remaining
borrowing at the start of the year, being £0.75m relating
to the mortgage on the Shafton site taken out in 2015
in order to reduce the interest cost associated with the
loan.

Since the year end the Group has entered into an
agreement with HSBC, the Company’s bankers' for
a £6.0 million Revolving Credit Facility for 3 years
to March 2027, which provides further funding and
headroom security.

The Group has maintained its strong cash position
notwithstanding the continued capital expenditure
programme currently being completed. The capital
expenditure programme across the Group is part of the
Group’s operational improvement programme that is,
and will continue to, yield production efficiency gains in
the short to medium term.

The company has secured a number of significant
contracts in 2024 for delivery in 2024 and 2025 and
has a record orderbook as at March 2024.

The Group anticipates making further progress in terms
of volumes and efficiency enhancements in 2024. The
Directors are forecasting trading performance will
continue to improve in comparison to historical levels,
generating positive cash flows and continuing to build
on a strong, debt free statement of financial position.

The Directors have reviewed the Group’s forecasts
and projections for the period to April 2025, including
sensitivity analysis to assess the Group’s resilience
to potential adverse outcomes including a highly
pessimistic ‘severe but plausible’ scenario. This
scenario is based on a significant reduced trading
performance for some of the entities within the
Group and no further orders being received for the
Group’s primary trading entity. Furthermore, significant
contract deterioration from that anticipated at the
period end date has been assumed in the pessimistic
scenario. Notwithstanding the stress tests that have
been completed on the forecasts and projections the
Group projects that it would have sufficient resources
to continue trading without the requirement for any
additional funding requirements.

The Directors expect that the Group has sufficient
resources to enable it to continue to adopt the going
concern basis in preparing the financial statements.

General information
Billington Holdings Plc is a public company limited by
shares registered and domiciled in England and Wales,
registration number 02402219. The registered office is
Barnsley Road, Wombwell, Barnsley, South Yorkshire,
S73 8DS. The nature of the Group’s operations and
its principal activities are set out in the Operational
Review.

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 £'000.

Basis of preparation
These consolidated financial statements have been
prepared under the historical cost convention with the
exception of the revaluations of following that are held
at fair value:

land and buildings;

investment property;

defined benefit pension obligations and plan
assets; and

financial instruments.

These consolidated financial statements have been
prepared in accordance with the accounting policies
set out below which comply with UK-adopted
international accounting standards and in conformity
with the Companies Act 2006.

The accounting policies have been applied consistently
throughout the Group for the purposes of preparation
of these consolidated financial statements.

Going concern
The consolidated financial statements have been
prepared on a going concern basis. The Directors have
taken note of the guidance issued by the Financial
Reporting Council on Going Concern Assessments
in determining that this is the appropriate basis of
preparation of the financial statements and have
considered a number of factors.

(a) Adoption of new and revised

standards

New and revised standards that are effective for
annual periods beginning on or after 1 January
2023
Accounting pronouncements which have become
effective from 1 January 2023 and have therefore
been adopted do not have a significant impact on the
Group's financial results or position.

New and revised standards that are not yet
effective
Accounting pronouncements which have not yet
become effective and have therefore not been adopted
are not anticipated to have a significant impact on the
Group's financial results or position.

(b) Basis of consolidation
The consolidated financial statements incorporate the
financial statements of the parent company and the
entities controlled by the group. The group controls
an entity where the group is exposed to, or has rights
to, variable returns from its involvement with the entity
and has the ability to affect those returns through its
power to direct the activities of the entity. Subsidiaries
are fully consolidated from the date on which control is
transferred to the group. They are disposed of from the
date that control ceases.

Income, expenditure, unrealised gains and intra-group
balances arising from transactions within the Group
are eliminated. Unrealised losses are also eliminated
unless the transaction provides evidence of an
impairment of the assets transferred. Amounts in the
financial statements of subsidiaries have been adjusted
where necessary to ensure consistency with the
accounting policies adopted by the Group. Acquisitions
of subsidiaries are dealt with by the acquisition method.
The acquisition method involves the recognition
at fair value of all identifiable assets and liabilities,
including contingent liabilities of the subsidiary, at
the acquisition date, regardless of whether or not
they were recorded in the financial statements of the
subsidiary prior to acquisition. On initial recognition,
the assets and liabilities of the subsidiary are included
in the consolidated balance sheet at their fair values,
which are also used as the bases for subsequent
measurement in accordance with the Group accounting
policies. Goodwill is stated after separating out
identifiable intangible assets. Goodwill represents the
excess of the fair value of the consideration transferred
to the vendor over the fair value of the Group's share of
the identifiable net assets of the acquired subsidiary at
the date of acquisition.

(c) Revenue
Revenue arises mainly from contracts for the design,
fabrication and erection of structural steelwork. To
determine whether to recognise revenue, the Group
follows a 5-step process:

1. Identifying the contract with a customer

2. Identifying the performance obligations

3. Determining the transaction price

4. Allocating the transaction price to the

performance obligations

5. Recognising revenue when/as performance

obligation(s) are satisfied.

Revenue is recognised either at a point in time or over
time, when (or as) the Group satisfies performance
obligations by transferring the promised goods or
services to its customers.

The Group recognises contract liabilities for
consideration received in respect of unsatisfied
performance obligations and reports these amounts
within trade and other payables in the statement
of financial position. Similarly, if the Group satisfies
a performance obligation before it receives the
consideration, the Group recognises either contract
work in progress or a receivable in its statement of
financial position, depending on whether something
other than the passage of time is required before the
consideration is due.

Construction of structural steelwork
The Group enters into contracts for the design,
fabrication and erection of structural steel frames
in exchange for a fixed fee and recognises the
related revenue over time. Due to the high degree
of interdependence between the various elements
of these projects, they are accounted for as a single
performance obligation. Revenue recognised includes
retentions and is net of rebates, discounts and value
added tax.

Principal accounting policies (continued)

To depict the progress by which the Group transfers
control of the assets to the customer, and to establish
when and to what extent revenue can be recognised,
the Group measures its progress towards complete
satisfaction of the performance obligation by use
of the input method based on the level of costs
incurred as a proportion of the total anticipated costs.
However, in the early stages of a contract when there
is uncertainty in reasonably being able to measure
the outcome of a performance obligation, but the
Company expects to recover the costs incurred in
satisfying the performance obligation, revenue is
recognised only to the extent of the costs incurred
until such time that the outcome of the performance
obligation can be reliably measured. Revenue is only
recognised to the extent that it is highly probable
that a significant reversal in the amount of cumulative
revenue recognised will not occur.

The transaction price is measured based on the
consideration specified in a contract with a customer
and, where applicable, the best estimate of any
consideration related to modifications to the contract,
where the price has yet to be agreed but has been
approved as it relates to an instruction provided by
the customer that is enforceable under the terms of
the construction contract. Where a modification to
an existing contract occurs, the Group assesses the
nature of the modification and whether it represents
a separate performance obligation required to be
satisfied or whether it is a modification to the existing
performance obligation. This method is considered to
most faithfully depict the transfer of goods and services
to the customer over the life of the performance
obligation.

The construction of structural steel frames normally
takes 6–12 months from commencement of design
through to completion of installation. As the period of
time between customer payment and performance

will always be one year or less, the Group applies
the practical expedient in IFRS 15.63 and does not
adjust the promised amount of consideration for
the effects of financing. The Group also applies the
practical expedient in IFRS 15.121 and does not disclose
information about the aggregate amount of the
transaction price allocated to performance obligations
that are unsatisfied.

In obtaining these contracts, the Group incurs a number
of incremental costs, such as commissions paid to
sales staff. As the amortisation period of these costs,
if capitalised, would be less than one year, the Group
makes use of the practical expedient in IFRS 15.94 and
expenses them as they are incurred.

Provision is made for probable losses on all contracts
based on the loss which is currently estimated to arise
over the duration of any contract, irrespective of the
amount of work carried out at the balance sheet date.
Losses are calculated and recognised using the full
cost approach and are included within trade and other
payables.

Safety solutions
Revenue from the sale or hire of safety solutions for a
fixed fee is recognised when or as the Group transfers
control of the assets to the customer. Invoices for
goods or services transferred are due upon receipt by
the customer.

For stand-alone sales of safety solutions, control
transfers at the point in time the installation is complete
and hand-over is signed by the customer.

In the case of asset rentals relating to the use of the
Group's safety solutions products, revenue is charged
to customers on a time accrual basis.

Other sales
In all other cases, revenue represents the transaction
price of consideration received or receivable for
goods supplied in the period, excluding VAT and other
discounts. Revenue is recognised when or as the
Group transfers control of the assets to the customer,
which is when the customer takes undisputed delivery
of the goods.

The Group does not recognise the revenue and
profit attributable to claims and disputed amounts
on contracts until the recovery of these amounts is
considered probable and when the outcome can be
estimated reliably.

(d) Property, plant and equipment
During the year, the Group has chosen to voluntarily
change accounting policy from a cost to a revaluation
model for land and buildings as it results in more
reliable and relevant information, the assets fair value,
being provided. On initial application, the assets were
revalued at the year end through other comprehensive
income with no retrospective restatement of
comparatives.

Land and buildings are recognised at fair value based
on periodic, but at least triennial, valuations by external
independent valuers, less subsequent depreciation
for buildings. A revaluation surplus is credited to other
reserves in shareholders’ equity. All other property,
plant and equipment is recognised at historic cost less
depreciation.

The gain or loss arising on the disposal of an asset is
determined as the difference between the disposal
proceeds and the carrying amount of the asset and is
recognised in the income statement.

Depreciation is calculated to write off the cost of
property, plant and equipment (other than freehold land
and assets under construction) less estimated residual
value by equal annual instalments over their expected
useful lives on a straight line basis. The expected
useful lives and material residual value estimates are
updated as required, but at least annually.

The rates applicable are:

Freehold property ............................................................. 2%

Long leasehold property ................................Lease term

Plant and machinery .................................. 6.66% to 33%

Fixtures, fittings and
office equipment ............................................. 20% to 25%

Motor vehicles ...................................................................25%

Depreciation rates for plant and machinery vary
depending on type. Small plant and machinery such
as welding equipment, forklift trucks and trailers
are depreciated over 3 to 5 years. Large plant and
machinery such as saw and drill lines, shotblast
machines and overhead cranes are depreciated over
10 to 15 years.

Impairment testing of property, plant and equipment

For the purposes of assessing impairment, assets
are grouped at the lowest levels for which there are
separately identifiable cash flows (cash-generating
units). As a result, some assets are tested individually
for impairment and some are tested at a cash-
generating unit level.

Individual assets or cash-generating units are tested
for impairment whenever events or changes in
circumstances indicate that the carrying amount may
not be recoverable.

An impairment loss is recognised for the amount by
which the asset's or cash-generating unit's carrying
amount exceeds its recoverable amount. The
recoverable amount is the higher of fair value, reflecting
market conditions less costs to sell, and value in use
based on an internal discounted cash flow evaluation.
All assets are subsequently reassessed for indications
that an impairment loss previously recognised may no
longer exist.

(e) Investment property
Investment property is carried at fair value determined
annually by the Directors by reference to current market
rents and investment property yields for comparable
properties. No depreciation is provided. Changes in
fair value are recognised in the consolidated income
statement.

(f) Inventories
Inventories are valued at the lower of cost, including
applicable overheads, and net realisable value. Costs
of ordinarily interchangeable items are assigned using
the first in, first out cost formula.

(g) Contract work in progress and

contract liabilities

Contract work in progress arises when the Group
satisfies a performance obligation before it receives
the consideration. When the Group transfers goods
or services to a customer before the customer pays
consideration or before payment is due, the amount
of revenue associated with the transfer of goods or
services is accrued and presented as contract work in
progress in the balance sheet (excluding any amounts
presented as a receivable). A contract asset represents
the Group’s right to consideration in exchange for
goods or services that the Group has transferred to a
customer.

Principal accounting policies (continued)

In addition, tax losses available to be carried forward
as well as other income tax credits to the Group are
assessed for recognition as deferred tax assets.

Deferred tax liabilities are provided in full, with no
discounting. Deferred tax assets are recognised to the
extent that it is probable that the underlying deductible
temporary differences will be able to be offset against
future taxable income. Current and deferred tax
assets and liabilities are calculated at tax rates that
are expected to apply to their respective period of
realisation, provided they are enacted or substantively
enacted at the balance sheet date.

Changes in deferred tax assets or liabilities are
recognised as a component of tax expense in profit
or loss, except where they relate to items that are
recognised in other comprehensive income (ie actuarial
gains and losses) in which case the related deferred tax
is also recognised in other comprehensive income.

(i) Retirement benefits
Defined Contribution pension schemes
The pension costs charged against operating profits
represent the amount of the contributions payable to
the schemes in respect of the accounting period.

Defined Benefit pension schemes
Scheme assets are measured at fair values. Scheme
liabilities are measured on an actuarial basis using
the projected unit method and are discounted at
appropriate high quality corporate bond rates that have
terms to maturity approximating to the terms of the
related liability.

Actuarial gains and losses are recognised immediately
in other comprehensive income. The gross surplus
or deficit is presented on the face of the statement of
financial position. The related deferred tax is shown with
other deferred tax balances. A surplus is recognised
only to the extent that it is recoverable by the Group.

The current service cost, past service cost and costs
from settlements and curtailments are charged against
other operating charges. Interest on the scheme
liabilities and the expected return on scheme assets
are included in other finance income/costs.

Short-term benefits
Short-term employee benefits, including holiday
entitlement, are included in current pension and other
employee obligations at the undiscounted amount that
the Group expects to pay as a result of the unused
entitlement.

(j) Leases in which the Group

is a lessee

The Group assesses whether a contract is or contains
a lease at inception of the contract. A lease is defined
as ‘a contract, or part of a contract, that conveys the
right to use an asset (the underlying asset) for a period

When the lease liability is remeasured, the
corresponding adjustment is reflected in the right-of-
use asset, or profit and loss if the right-of-use asset is
already reduced to zero.

The Group has elected to account for short-term leases
and leases of low-value assets using the practical
expedients. Instead of recognising a right-of-use asset
and lease liability, the payments in relation to these are
recognised as an expense in profit or loss on a straight-
line basis over the lease term.

On the statement of financial position, right-of-use
assets have been included in property, plant and
equipment and lease liabilities have been separately
disclosed.

Right-of-use assets are depreciated on a straight-line
basis over the unexpired period of the lease.

(k) Employee Share Ownership

Trust (ESOT)

The Group's Employee Share Ownership Trust ("ESOT")
is a separately administered trust. The assets of the
ESOT comprise shares in the company and cash.
The assets, liabilities, income and costs of the ESOT
have been included in the consolidated financial
statements as the Group exercises control over the
ESOT in accordance with the terms of the trust deed.
The shares in the Company are included at cost to the
ESOT and deducted from equity. Dividend income is
excluded in arriving at profit before tax and deducted
from the aggregate of dividends paid and proposed.
When calculating earnings per share these shares are
treated as if they were cancelled.

(l) Share-based payment

transactions

The Group issues equity-settled share-based
payments. These share-based payments are measured
at fair value at the date of grant using a Black-Scholes
model based on the Group’s estimate of shares that
will eventually vest. The fair value determined is then
expensed in the consolidated income statement on
a straight-line basis over the vesting period, with a
corresponding increase in equity. Further details are
included in notes 3 and 11.

(m) Foreign currencies
Transactions in foreign currencies are translated at
the exchange rate ruling at the date of the transaction.
Monetary assets and liabilities in foreign currencies are
translated at the rates of exchange ruling at the balance
sheet date. All foreign exchange differences are dealt
with through the income statement, unless subject to
hedging arrangements.

of time in exchange for consideration’. To apply this
definition the Group assesses whether the contract
meets three key evaluations which are whether:

the contract contains an identified asset, which is
either explicitly identified in the contract or implicitly
specified by being identified at the time the asset is
made available to the Group

the Group has the right to obtain substantially all
of the economic benefits from use of the identified
asset throughout the period of use, considering its
rights within the defined scope of the contract

the Group has the right to direct the use of the
identified asset throughout the period of use. The
Group assess whether it has the right to direct ‘how
and for what purpose’ the asset is used throughout
the period of use.

Recognition and derecognition
At lease commencement date, the Group recognises
a right-of-use asset and a lease liability on the balance
sheet. The right-of-use asset is measured at cost, which
is made up of the initial measurement of the lease
liability, any initial direct costs incurred by the Group,
an estimate of any costs to dismantle and remove the
asset at the end of the lease, and any lease payments
made in advance of the lease commencement date (net
of any incentives received).

The Group depreciates the right-of-use assets on a
straight-line basis from the lease commencement date
to the earlier of the end of the useful life of the right-of-
use asset or the end of the lease term. The Group also
assesses the right-of-use asset for impairment when
such indicators exist.

At the commencement date, the Group measures
the lease liability at the present value of the lease
payments unpaid at that date, discounted using the
interest rate implicit in the lease if that rate is readily
available or the Group’s incremental borrowing rate.

Lease payments included in the measurement of the
lease liability are made up of fixed payments (including
in substance fixed), variable payments based on an
index or rate, amounts expected to be payable under
a residual value guarantee and payments arising from
options reasonably certain to be exercised.

Subsequent to initial measurement, the liability will
be reduced for payments made and increased for
interest. It is remeasured to reflect any reassessment
or modification, or if there are changes in in-substance
fixed payments.

The Group recognises either work in progress or
a receivable in its statement of financial position,
depending on whether something other than the
passage of time is required before consideration is
due. A receivable is usually recognised once works are
certified by a customer.

Contract assets are reduced by appropriate allowances
for expected credit losses.

Contract liabilities primarily relate to the advance
payments from customers for construction contracts,
for which revenue is recognised over time.

(h) Taxation
Current tax is the tax currently payable based on
taxable profit for the year.

Deferred income taxes are calculated using the liability
method on temporary differences. Deferred tax is
generally provided on the difference between the
carrying amounts of assets and liabilities and their
tax bases. However, deferred tax is not provided on
the initial recognition of goodwill, nor on the initial
recognition of an asset or liability unless the related
transaction is a business combination or affects
tax or accounting profit. Deferred tax on temporary
differences associated with shares in subsidiaries is
not provided if reversal of these temporary differences
can be controlled by the Group and it is probable
that reversal will not occur in the foreseeable future.

Principal accounting policies (continued)

(n) Financial instruments
Recognition and derecognition
Financial assets and financial liabilities are recognised
when the Group becomes a party to the contractual
provisions of the financial instrument.

Financial assets are recognised initially at fair value
plus transaction costs.

Financial assets are derecognised when the contractual
rights to the cash flows from the financial asset expire,
or when the financial asset and substantially all the
risks and rewards are transferred. A financial liability
is derecognised when it is extinguished, discharged,
cancelled or expires.

Classification and initial measurement of
financial assets
Financial assets, other than those designated and
effective as hedging instruments, are classified into the
following categories:

amortised cost

fair value through profit or loss (FVTPL)

fair value through other comprehensive income
(FVOCI).

In the periods presented the Group does not have any
financial assets categorised as FVTPL or FVOCI. The
classification is determined by both:

the entity’s business model for managing the financial
asset

the contractual cash flow characteristics of the
financial asset.

All income and expenses relating to financial assets
that are recognised in profit or loss are presented
within finance costs, finance income or other financial
items, except for impairment of trade receivables which
is presented within other expenses.

Subsequent measurement of financial assets
Financial assets at amortised cost

Financial assets are measured at amortised cost if
the assets meet the following conditions (and are not
designated as FVTPL):

they are held within a business model whose
objective is to hold the financial assets and collect its
contractual cash flows

the contractual terms of the financial assets give rise
to cash flows that are solely payments of principal
and interest on the principal amount outstanding

After initial recognition, these are measured at
amortised cost using the effective interest method.
Discounting is omitted where the effect of discounting
is immaterial. The Group’s cash and cash equivalents,
trade and most other receivables fall into this category
of financial instruments.

Impairment of financial assets
IFRS 9’s impairment requirements use forward-looking
information to recognise expected credit losses –the
‘expected credit loss (ECL) model’. Instruments within
the scope of the requirements include loans and other
debt-type financial assets measured at amortised
cost and FVOCI, trade receivables, contract work in
progress recognised and measured under IFRS 15
and loan commitments and some financial guarantee
contracts (for the issuer) that are not measured at fair
value through profit or loss.

Recognition of credit losses is not dependent on the
Group first identifying a credit loss event. Instead the
Group considers a broader range of information when
assessing credit risk and measuring expected credit
losses, including past events, current conditions,
reasonable and supportable forecasts that affect the
expected collectability of the future cash flows of the
instrument.

In applying this forward-looking approach, a distinction
is made between:

financial instruments that have not deteriorated
significantly in credit quality since initial recognition
or that have low credit risk (‘Stage 1’) and

financial instruments that have deteriorated
significantly in credit quality since initial recognition
and whose credit risk is not low (‘Stage 2’).

Stage 3’ would cover financial assets that have
objective evidence of impairment at the reporting date.

‘12-month expected credit losses’ are recognised for
the first category while ‘lifetime expected credit losses’
are recognised for the second category.

Measurement of the expected credit losses is
determined by a probability-weighted estimate of credit
losses over the expected life of the financial instrument.

Trade and other receivables and contract work in
progress

Trade receivables are initially measured at the
transaction price upon inception.

The Group makes use of a simplified approach in
accounting for trade and other receivables as well
as contract work in progress and records the loss
allowance as lifetime expected credit losses. These
are the expected shortfalls in contractual cash flows,
considering the potential for default at any point during
the life of the financial instrument. In calculating, the
Group uses its historical experience, external indicators
and forward-looking information to calculate the
expected credit losses using a provision matrix.

The Group assess impairment of trade receivables on
a collective basis as they possess shared credit risk
characteristics they have been grouped based on the
days past due. Refer to note 20 for a detailed analysis
of how the impairment requirements of IFRS 9 are
applied.

Classification and measurement of financial
liabilities
The Group’s financial liabilities include borrowings,
trade and other payables and derivative financial
instruments.

Financial liabilities are initially measured at fair value,
and, where applicable, adjusted for transaction costs
unless the Group designated a financial liability at fair
value through profit or loss.

Subsequently, financial liabilities are measured at
amortised cost using the effective interest method

except for derivatives and financial liabilities
designated at FVTPL, which are carried subsequently
at fair value with gains or losses recognised in profit or
loss (other than derivative financial instruments that are
designated and effective as hedging instruments).

All interest-related charges and, if applicable, changes
in an instrument’s fair value that are reported in profit
or loss are included within finance costs or finance
income.

Derivative financial instruments and hedge
accounting
Derivative financial instruments are accounted for at
fair value through profit and loss (FVTPL) except for
derivatives designated as hedging instruments in cash
flow hedge relationships, which require a specific
accounting treatment. To qualify for hedge accounting,
the hedging relationship must meet all of the following
requirements:

there is an economic relationship between the
hedged item and the hedging instrument

the effect of credit risk does not dominate the value
changes that result from that economic relationship

the hedge ratio of the hedging relationship is the
same as that resulting from the quantity of the
hedged item that the entity actually hedges and the
quantity of the hedging instrument that the entity
actually uses to hedge that quantity of hedged item.

All derivative financial instruments used for hedge
accounting are recognised initially at fair value and
reported subsequently at fair value in the statement of
financial position.

To the extent that the hedge is effective, changes in
the fair value of derivatives designated as hedging
instruments in cash flow hedges are recognised in
other comprehensive income and included within the
cash flow hedge reserve in equity. Any ineffectiveness
in the hedge relationship is recognised immediately in
profit or loss.

Principal accounting policies (continued)

At the time the hedged item affects profit or loss,
any gain or loss previously recognised in other
comprehensive income is reclassified from equity
to profit or loss and presented as a reclassification
adjustment within other comprehensive income.
However, if a non-financial asset or liability is
recognised as a result of the hedged transaction,
the gains and losses previously recognised in other
comprehensive income are included in the initial
measurement of the hedged item.

(o) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and
demand deposits.

(p) Dividends
Dividend distributions payable to equity shareholders
are included in "trade and other payables" when the
dividends are approved in a general meeting prior to
the balance sheet date, and are debited direct to equity
within retained earnings.

(q) Equity
Equity comprises the following:

"Called up share capital" represents the nominal value
of equity shares.

"Share premium" represents the excess over nominal
value of the fair value of consideration received for
equity shares, net of expenses of the share issue.

"Capital redemption reserve" represents the nominal
cost of shares repurchased by the Group in 1998.

"Other components of equity" represents the purchase
cost of the shares held within the Employee Share
Ownership Trust (ESOT) and the revaluation of land and
buildings (see note 22).

"Retained earnings" represents retained profit,
and gains and losses due to the revaluation of
certain property, plant and equipment prior to the
implementation of IFRS.

(r) Segmental reporting
In identifying its operating segments, management
follows the Group's service lines, which represent the
main products and services provided by the Group.
The disclosure is based on the information that is
presented to the chief operating decision maker, which
is considered to be the executive board of Billington
Holdings Plc. There have been no changes from
prior periods in the measurement methods used to
determine segment profit or loss.

(s) Capital management policies

and procedures

Billington Holdings' capital management objectives
are to ensure the Group's ability to continue as a
going concern and provide an adequate return to
shareholders.

The Group and subsidiary companies' Boards meet
regularly to review performance and discuss future
opportunities and threats with an aim to maximising
return and minimising risk.

The Group monitors capital as the carrying amount of
equity less cash and cash equivalents as set out on
the face of the statement of financial position. There
are no covenants in place over the capital ratio to be
maintained.

(t) Significant management

judgements and estimates in
applying accounting policies
The preparation of financial statements under
IFRS requires management to make judgements,
assumptions and estimates that affect the application
of accounting policies and the reported amounts of
assets, liabilities, income and expense. Actual results
may differ from these estimates. Assumptions and
estimates are reviewed on an ongoing basis and any
revisions to them are recognised in the period in which
they are revised.

The following items are those that management
considers to be the most significant due to the level of
judgement and estimation required:

Construction contract revenue and overall
contract outcome
Recognition of revenue and profit is based on
judgements made in respect of the ultimate profitability
of a contract. Such judgements are arrived at through
the use of estimates in relation to the value of work
performed to date and to be performed in bringing
contracts to completion. These estimates are made by

reference to recovery of pre-contract costs, surveys
of progress against the construction programme,
changes in design and work scope, the contractual
terms and site conditions under which the work is being
performed, delays, costs incurred, claims received by
the Group, external certification of the work performed
and the recoverability of any unagreed income from
claims and variations.

highly probable not to significantly reverse. However,
there are a host of factors affecting potential outcomes
in respect of these entitlements based on a wide
varierty of risks across the portfolio. This could result
in a range of reasonably possible outcomes on these
contracts in the following financial year, ranging from
an impact on the portfilio of contracts of both a material
gain or a materical loss.

Management has assessed the range of reasonably
possible outcomes on these limited number of
contracts based on facts and circumstances that were
present and known at the balance sheet date. As with
any contract applying long-term contract accounting,
these contracts are also affected by a variety of
uncertainties that depend on future events, and so
often need to be revised as contracts progress.

Management continually reviews the estimated final
outturn on contracts and makes adjustments where
necessary. Based on the above, management believes
it is reasonably possible, on the basis of existing
knowledge, that outcomes within the next financial year
that are different from these assumptions could require
a material adjustment. However, due to the level of
uncertainty, combination of cost and income variables
and timing across a large portfolio of contracts at
different stages of their contract life, it is impracticable
to provide a quantitative analysis of the aggregated
judgements that are applied at a portfolio level.

Within this portfolio, there are a limited number of
long-term contracts where the Group has incorporated
significant judgements over revenue and profit, which
have been recognised at a level that is considered

Notes forming part of the
Group financial statements
for the year ended 31 December 2023

1. Segmental information
The Group trading operations of Billington Holdings Plc are in Structural Steelwork and Safety Solutions, and all
are continuing. The Structural Steelwork segment includes the activities of Billington Structures Limited, Peter
Marshall Steel Stairs Limited and Specialist Protective Coatings Limited. The Safety Solutions segment includes the
activities of Easi-Edge Limited and Hoard-it Limited. The Group activities, comprising services and assets provided
to Group companies and a small element of external property rentals and management charges, are shown in
Other. All assets of the Group reside in the UK.

31 December 2023

Revenue

From external customers

From other segments

Segment revenues

Elimination of segment revenues

Revenue

Raw materials and consumables

Other external charges

Staff costs

Depreciation

Other operating (charges)/income

Segment operating profit/(loss)

Structural
steelwork
£’000

Safety
solutions
£’000

Other
£’000

Total
£’000

121,545

121,583

(74,046)

(4,152)

(20,118)

(1,233)

(9,310)

12,724

10,949

541

11,490

(4,136)

(1,901)

(2,179)

(593)

(1,095)

1,586

132,495

579

133,074

(579)

132,495

(78,182)

(6,053)

(3,239)

(25,536)

(389)

3,142

(485)

(2,215)

(7,263)

13,246

Additions to non-current assets

1,636

863

428

2,927

31 December 2022

Revenue

From external customers

From other segments

Segment revenues

Elimination of segment revenues

Revenue

Raw materials and consumables

Other external charges

Staff costs

Depreciation

Other operating (charges)/income

Segment operating profit/(loss)

75,977

76,017

(47,607)

(3,143)

(15,162)

(969)

(4,696)

4,440

10,637

612

11,249

(3,670)

(1,649)

(1,926)

(760)

(730)

2,514

319

86,614

971

87,585

(971)

86,614

(51,277)

(4,792)

(2,478)

(19,566)

(315)

2,402

(72)

(2,044)

(3,024)

5,911

Additions to non-current assets

5,729

367

462

6,558

2. Revenue and profit before tax
Revenue and profit before tax are attributable to the Group's continuing operations. Two customers included
within the structural steel sector accounted for greater than 10% of the Group's revenue. The customers accounted
for 36% and 17% respectively (2022: two contractors greater than 10% with 17% and 15% respectively) of Group
revenue. Both of the contractors with revenue of greater than 10%in 2022 are also both of the customers with
revenue of greater than 10% in 2023.

Analysis of revenue:

31 December 2023

United Kingdom

31 December 2022

United Kingdom

Structural Steelwork

Safety Solutions

Contracts with
customers
£’000

Other sources
of revenue
£’000

Hire Other sources
of revenue
£’000

revenue
£’000

Total
£’000

119,279

73,318

2,267

2,659

6,810

6,206

4,139

132,495

4,139

132,495

4,431

86,614

Information about contract balances

Contract work in progress - gross

Contract work in progress - impairment losses

Contract receivables

Contract receivables - impairment losses

Contract liabilities

2023
£’000

2022
£’000

7,824

13,548

(1,248)

18,753

5,804

(340)

(5,828)

(5,482)

Combined contract work in progress and contract
receivables have increased due to increased
workload at the year end and timing of contracts with
a significant amount of advanced steel purchased.
Contract liabilities have increased due to the timing of
contract progress at the year end and the performance
obligations not yet satisfied at that point.

At the beginning of the financial year £5,482,000 was
included within contract liabilities. This has all been
recognised as revenue in the year ended 31 December
2023.

There was no revenue recognised in the reporting
period from performance obligations satisfied or
partially satisfied in previous periods.

Profit before tax is stated after:

An analysis of fees paid to the Group’s auditor

Fees payable to the parent Company’s auditor for the audit of the Company’s annual accounts

Fees payable to the Company’s auditor for other services:

the audit of the Company’s subsidiaries

Depreciation

Foreign exchange losses/(gains)

Profit on disposal of property, plant and equipment

2023
£’000

2022
£’000

129

113

2,215

2,044

(5)

(243)

(309)

Notes forming part of the Group
financial statements (continued)

3. Staff costs

Staff costs during the year including Directors:

Wages and salaries

Social security

Pension costs

Share-based payments

2023
£’000

21,163

2,638

796

939

2022
£’000

16,361

1,749

650

806

25,536

19,566

The average number of production employees of the Group during the year was 267 (2022: 232).

The average number of administration employees of the Group during the year was 187 (2022: 171).

Directors' remuneration during the year was as follows:

Emoluments

Pension costs

Share-based payments

2023
£’000

2022
£’000

883

605

1,526

823

524

1,379

4. Net finance income/(expense)

Payable on bank loans and overdrafts

Interest expense for leasing arrangements

Receivable on bank balances

Other finance income

Pension scheme income/(expense) (see note 25)

Net finance income/(expense)

5. Tax on profit
The tax charge represents:

Corporation tax at 23.52% (2022 - 19%)

Adjustments in respect of prior years

Total current tax

Deferred tax charge at 25% (2022 - 25%)

Adjustments in respect of prior years

Total tax charge for the year

Other emoluments received consist of the provision for private medical care, bonuses and motor car allowances.

During the year two Directors (2022: two Directors) exercised share options with a total gain on exercise of £576,000
(£329,000 related to the highest paid Director).

During the year no Directors (2022: no Directors) participated in defined benefit pension schemes and two Directors
(2022: two Directors) participated in a defined contribution pension scheme.

The tax assessed for the year is at the standard rate of corporation tax in the
United Kingdom of 23.52% (2022: 19%). The differences are explained as follows:

Profit before tax

Profit multiplied by the standard rate of corporation tax in the United Kingdom of 23.52% (2022: 19%)

The amounts set out above include remuneration in respect of the highest paid Director as
follows:

Aggregate emoluments

Company pension contributions to a defined contribution scheme

2023
£’000

2022
£’000

400

372

Effects of:

expenses not deductible for tax purposes

fixed asset differences

adjustments to tax charge in respect of prior years

rate differences

other adjustments

Total tax charge for year

2023
£’000

2022
£’000

(82)

187

142

2023
£’000

2,986

(17)

2,969

(1)

(34)

(61)

(13)

(82)

2022
£’000

505

556

593

(54)

3,063

1,095

2023
£’000

13,388

3,149

131

(18)

(241)

2022
£’000

5,829

1,108

(144)

(3)

152

(23)

3,063

1,095

In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would
increase to 25%. This new law was substantively enacted on 24 May 2021. Deferred taxes at the balance sheet date
have been measured using these enacted tax rates and reflected in these financial statements.

In the Autumn Statement in November 2022, the government confirmed the increase in corporation tax rate to 25%
from April 2023.

Notes forming part of the Group
financial statements (continued)

8. Property, plant and equipment

Freehold
property
£’000

Long
leasehold
property
£’000

Plant
equipment &
vehicles
£’000

Assets
under
construction
£’000

6. Dividends
A final dividend in respect of 2022 of 15.5 pence (£1,900,000) per ordinary share was paid on 4 July 2023. No
interim dividends were paid in 2023. A final dividend has been proposed in respect of 2023 of 33.0 pence
(£4,268,000) per ordinary share. As the distribution of dividends by Billington Holdings Plc requires approval at the
shareholders' meeting, no liability in this respect is recognised in the consolidated financial statements.

In accordance with the Company's Articles of Association a write-back of £2,000 (2022: £142,000) has been
recognised during the year relating to unclaimed dividends over 12 years old.

7. Earnings per share

Basic earnings per share

Diluted earnings per share

2023
£’000

84.4p

79.3p

2022
£’000

39.1p

37.8p

Basic earnings per share is calculated by dividing the profit for the year of £10,325,000 (2022: profit for the year
of £4,734,000) by 12,232,690 (2022: 12,117,190) fully paid ordinary shares, being the weighted average number of
ordinary shares in issue during the year, excluding those held in the ESOT.

Diluted earnings per share is calculated by dividing the profit for the year of £10,325,000 (2022: profit for the year
of £4,734,000) by 13,014,903 (2022: 12,507,863) fully paid ordinary shares, being the weighted average number of
ordinary shares in issue during the year, excluding those held in the ESOT, plus shares deemed to be issued for no
consideration in respect of share-based payments of 782,213 (2022: 386,481).

Cost
At 1 January 2022

Additions

Reclassification

Transfer to investment property

Disposals

At 1 January 2023

Additions

Reclassification

Disposals

Revaluation

At 31 December 2023

Depreciation
At 1 January 2022

Charge for year

Disposals

At 1 January 2023

Charge for year

Disposals

Impairment

Revaluation

At 31 December 2023

Net book value at 31 December 2023

Net book value at 31 December 2022

8,414

(60)

8,354

4,066

12,420

1,030

1,113

(1,062)

138

12,282

7,241

1,000

2,078

3,078

740

3,846

131

188

319

3,527

2,947

18,989

4,146

421

(1,466)

22,090

2,899

321

(1,191)

24,119

12,940

1,830

(1,422)

13,348

1,940

(1,048)

372

14,612

9,507

8,742

Total
£’000

28,824

6,558

(60)

(1,466)

421

334

(421)

334

33,856

2,927

(321)

(1,191)

4,806

40,398

13,970

2,044

(1,422)

14,592

2,215

(1,048)

372

(1,062)

15,069

25,329

334

19,264

Freehold property includes £5,808,333 in respect of land which is held at fair value and is not subject to
depreciation. Long leasehold property includes £1,740,000 in respect of land which is held at fair value and is not
subject to depreciation.

If land and buildings were stated on the historical cost basis, including long leasehold property of £1,000,000 in
respect of land which is not subject to depreciation, the amount would be as follows:

At 1 January

Accumulated depreciation

At 31 December

2023
£’000

2022
£’000

9,354

(1,200)

8,154

(1,113)

8,241

Included within land and buildings above, is land with a cost of £3,994,000 inclusive of freehold land of £1,740,000,
both of which are not depreciated.

The Company has charged the freehold properties to secure bank facilities across the Group.

The Group has a contractual commitment to acquire plant of £2,025,000 payable in 2024. There were no other
material contractual commitments to acquire property, plant and equipment at 31 December 2023 (2022: £970,000).

Notes forming part of the Group
financial statements (continued)

9. Investment property

At 1 January 2023

Additions

Transfers from property, plant and equipment

Fair value adjustment

At 31 December 2023

2023
£’000

2022
£’000

464

120

614

404

464

10. Investments
All Group companies have only ordinary shares in issue, are registered in England and Wales and have the same
registered office as the parent company.

The company's subsidiary undertakings are as follows:

Activity

Proportion of shares held by
Company
%

Group
%

Continuing

Billington Structures Limited

Easi-Edge Limited

Peter Marshall Steel Stairs Limited

Hoard-it Limited

Structural steel

Safety solutions

Structural steel

Site hoarding solutions

Specialist Protective Coatings Limited

Specialist treatment applicator

Billington Fleet Management Limited

Vehicle leasing solutions

Billington Investment Management Limited

Residential property leasing

Shafton Steel Limited

Shafton Steel Services Limited

Tubecon Limited

Amco Corporation Limited

Dormant

100

Billington Investment Management Limited was incorporated on 11 April 2023.

Certain subsidiaries of the Group have opted to take advantage of a statutory exemption from having an audit in
respect of their individual statutory accounts. Strict criteria must be met for this exemption to be taken and must be
agreed by the directors of those subsidiary companies.

In order to facilitate the adoption of this exemption, Billington Holdings Plc, the ultimate parent company of the
subsidiaries concerned, undertakes to provide a guarantee under Section 479C of the Companies Act 20006 is
respect of those subsidiaries.

The subsidiaries controlled and consolidated by the Group where the directors have taken advantage of the
exemption from having an audit of the companies’ individual financial statements in accordance with Section 479C of
the Companies Act 2006 are listed below.

Company name

Easi-Edge Limited

Hoard-it Limited

Specialist Protective Coatings Limited

Billington Fleet Management Limited

Billington Investment Management Limited

Company number

Year end

06312583

07299124

13811390

06545617

31 December 2023

14792729

31 December 2023

Notes forming part of the Group
financial statements (continued)

11. Share based payments
The Employee Share Ownership Trust ("the Trust"/"ESOT") was established by Deed dated 14 December 2015
between Billington Holdings Plc ("the Company") and Ocorian Trustees (Jersey) Limited ("the Trustee") (previously
Bedell Trustees Limited). It is an employee benefit trust established for the benefit of the bona fide employees
of the Company and other Group companies ("the Beneficiaries"). The Trust is a discretionary trust whose assets
at present are shares in the Company and cash, although there are wide investment powers in the hands of the
Trustee, who has full power to distribute the assets as it deems fit to the Beneficiaries.

The Trust was established to allow for the participation of any HMRC approved or unapproved share schemes to
employees of the Group.

As of 31 December 2023 the Trust held 590,330 (2022: 812,945) ordinary shares of 10p each in the capital of the
company (4.56% of the allotted share capital (2022: 6.2%)). The market value of the shares in the ESOT Trust at 31
December 2023 was £2,686,001 (2022:£2,235,599).

Dividends have been waived by the Trust.

During the year ended 31 December 2023, the Group had two share-based payment arrangements for employees,
subsidiary and Group Directors (Approved ESOT and LTIP) and two share-based payment arrangements for the
Group Directors (Bonus Scheme and Deferred Bonus Scheme). Under each of the arrangements the options are
granted with a fixed exercise price, are exercisable three years after the date of grant and expire ten years after
the date of grant. Employees are not entitled to dividends until the share options are exercised. Employees are
required to remain in employment with the Group, or have left in accordance with the 'good leaver' provisions until
exercise, otherwise the awards lapse. On exercise of the options by the employees the Company issues shares
held in trust by the Billington Holdings ESOT.

In addition, the LTIP provides additional remuneration for those employees who are key to the operations of the
Company. Vesting of the options for this scheme is also conditional on meeting agreed growth targets (non-market
performance conditions).

Brought forward at 1 January

Granted

Exercised

Lapsed

Number of shares

2023
No.

993,669

236,569

(249,516)

(52,004)

2022
No.

474,577

730,827

(8,385)

(203,350)

Outstanding at 31 December

928,718

993,669

Exerciseable at 31 December

16,112

77,309

Weighted average exercise price
2022
£

2023
£

0.14

0.32

0.23

0.05

3.03

0.29

0.14

1.78

The weighted average share price at the date of exercise of options exercised during the year ended 31 December
2023 was £3.98 (2022: £2.18).

The Company is unable to directly measure the fair value of employee services received. Instead the fair value of the
share options granted during the year is determined using the Black-Scholes model. The following inputs were used:

Scheme

Date of Grant

Share price at date of grant

Weighted average exercise price

Expected volatility

Expected dividend yield

Risk free rate

Expected option life

Approved ESOT

LTIP 2022 - 2023

LTIP 2022 - 2024

LTIP 2023 - 2025

18 Jan 2016

27 July 2022

31 Dec 2023*

303p

263p

25.0%

nil

1.5%

196.5p

455p

nil

n/a

nil

n/a

nil

n/a

nil

n/a

nil

n/a

nil

n/a

3 years

2 years

3 years

*Formal grant of the options had not yet occurred. As such, the fair value of the options is based on the share price at
31 December 2023.

The assessed fair value at grant date of options granted during the year ended 31 December 2023 was £4.55 per
option (2022: £1.965).

The underlying volatility was determined by reference to historical data of the Company's shares over a period of
time since its flotation. No special features inherent to the options granted were incorporated into measurement of
fair value.

The total share option charge for the year was £939,000 (2022: £806,000).

Notes forming part of the Group
financial statements (continued)

12. Inventories

Raw materials

2023
£’000

2022
£’000

1,576

3,334

Raw materials recognised as an expense in the Income Statement for the year ended 31 December 2023 totalled
£4,076,000 (2022: £4,223,000).

The provision against the value of raw materials at the balance sheet date was £173,000 (2022: £84,000).

No reversal of previous write-downs was recognised as a reduction of expense in 2023 or 2022. None of the
inventories are pledged as securities for liabilities.

13. Contract work in progress

Contract work in progress

2023
£’000

2022
£’000

6,540

13,548

The provision against contract work in progress at the balance sheet date was £1,248,000 (2022: £nil).

14. Trade and other receivables

Amounts due from customers:

- Trade receivables

- Retentions due within one year

- Retentions due after one year

Total

Other receivables

Prepayments and accrued income

2023
£’000

2022
£’000

16,365

5,908

3,840

1,008

21,213

964

1,405

1,992

206

8,106

909

1,243

23,582

10,258

Detailed disclosures relating to the credit risk exposures and analysis relating to the allowance for expected credit
losses are included in note 20. Certain trade receivables were found to be impaired and a loss allowance for lifetime
credit losses of £583,000 (2022: £551,000) has been recorded accordingly. The amount debited to the consolidated
income statement for the year in relation to expected credit losses was £2,000 (2022: £54,000).

The movement in the expected lifetime credit losses for trade receivables can be reconciled as follows:

Balance at 1 January

Impairment loss

Receivables written off during the year

Balance at 31 December

2023
£’000

2022
£’000

551

(2)

583

542

(45)

551

15. Trade and other payables

Trade payables

Social security and other taxes

Other payables

Contract liabilities

Contract losses

Accruals

16. Cash and cash equivalents

Cash at bank and in hand

Short term deposits

17. Long term borrowings

Property loans (note 18)

18. Property loans

Loans at commercial rates:

due within one year

repayable within five years

2023
£’000

2022
£’000

14,882

12,884

891

250

595

177

5,828

5,482

1,870

4,760

28,481

2,906

22,044

2023
£’000

10,084

12,000

22,084

2022
£’000

6,623

5,011

11,634

2023
£’000

2022
£’000

750

2023
£’000

2022
£’000

250

500

750

The bank loan is secured by way of first legal charge over certain freehold properties of the Group. The loan was for
a five year term and interest was payable at 2% over bank base rate. The loan was repaid in January 2023.

Notes forming part of the Group
financial statements (continued)

20. Financial assets and liabilities
Categories of financial assets and financial liabilities

The accounting policies for each category of financial assets and financial liabilities, can be found in the accounting
policies. The carrying amounts of financial assets and financial liabilities are equal to the fair value and are as follows:

19. Deferred tax liability

Deferred tax provided in the financial statements is set out below and is calculated using a tax rate of 25% (2022: 25%).

Deferred tax liability

Accelerated capital allowances

Other temporary differences

Revaluation of land and buildings

Pension surplus

Deferred tax movement in the year

At 1 January

Recognised in the income statement

Recognised in other comprehensive income

At 31 December

2023
£’000

2022
£’000

(1,056)

(10)

(1,467)

(468)

(777)

(204)

(544)

(3,001)

(1,525)

(1,525)|

(1,108)|

(94)

(1,382)

(539)

122

(3001)

(1,525)

Billington Holdings Plc and its wholly owned UK subsidiaries have applied the tax consolidation legislation, which
means that these entities are taxed as a single entity. As a consequence, the deferred tax assets and deferred tax
liabilities of these entities have been offset in the consolidated financial statements.

The recoverability of deferred tax assets are dependent on future taxable profits. Group companies are budgeted
to make profits in the next few years which supports the recognition of these assets. There are no unrecognised
deferred tax assets.

Movements on the deferred tax liability relating to the pension asset (see statement of comprehensive income) are
recognised directly in equity. All other deferred tax movements are recognised in the income statement.

In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would
increase to 25%. This new law was substantially enacted on 24 May 2021. Deferred taxes at the balance sheet date
have been measured using these enacted tax rates and reflected in these financial statements.

In the Autumn Statement in November 2022, the government confirmed the increase in corporation tax rate to 25%
from April 2023.

31 December 2023

Current financial assets

Trade and other receivables

Cash and cash equivalents

Liabilities

Trade, other payables and accruals

Lease liabilities

Derivative financial instruments

31 December 2022

Current financial assets

Trade and other receivables

Cash and cash equivalents

Liabilities

Trade, other payables

Lease liabilities

Non-current borrowings

Current borrowings

Amortised cost
£'000

FVOCI
£'000

Total
£'000

22,177

22,084

44,261

19,892

1,798

21,690

(31)

22,177

22,084

44,261

19,892

1,798

(31)

21,659

Amortised cost
£'000

FVOCI
£'000

Total
£'000

9,015

11,634

20,649

15,967

1,941

500

250

18,658

9,015

11,634

20,649

15,967

1,941

500

250

18,658

2022
£'000

Derivative financial instruments

The Group's derivative financial instruments are measured at fair value and are summarised below:

EUR time-option forward contracts

Derivative financial liabilities

2023
£'000

(31)

The Group uses certain derivative financial instruments to mitigate foreign exchange rate exposure arising from
forecast sales in Euros. The Group's policy is to hedge 100% of all contracted future sales in Euros.

As at 31 December 2023 the Group had an open forward exchange contract to sell EUR 2,750,000. The contract is
a time-option that matures January to June 2024 and the forward rate of the contract is 1.1669. The fair value of the
contract as at 31 December 2023 was a liability of £31,000. The Group had no open forward exchange contracts as at
31 December 2022.

The forward exchange contract is considered by management to be part of economic hedge arrangements and has
formally been designated as such. Therefore a loss of £31,000 has been recognised in the other comprehensive
income during the year.

All financial instruments in the current and prior year are held at amortised cost.

Notes forming part of the Group
financial statements (continued)

Financial instruments risk
Risk management objectives and policies

The Group is exposed to various risks in relation to
financial instruments. The main types of risks are foreign
currency risk, market risk, credit risk and liquidity risk.

The Group’s risk management is coordinated at its
headquarters, in close cooperation with the Board of
Directors, and focuses on actively securing the Group’s
short to medium-term cash flows by minimising the
exposure to volatile financial markets. Long-term financial
investments are managed to generate lasting returns.

The Group does not actively engage in the trading of
financial assets for speculative purposes nor does it
write options. The most significant financial risks to which
the Group is exposed are described below.

The Group enters into derivatives when required,
principally for hedging foreign exchange risk.

Market risk analysis
The Group is exposed to market risk through its use

of financial instruments and specifically to interest rate
risk, which results from both its operating and investing
activities.

Interest rate sensitivity
The Group’s policy is to minimise interest rate cash
flow risk exposures on long-term financing where
commercially viable. At 31 December 2022, the Group
was exposed to changes in market interest rates through
bank borrowings at variable interest rates. Following
the repayment of bank borrowings during the year,
the Group is no longer exposed to changes in market
interest rates through bank borrowings. The exposure
to interest rates for the Group’s money market funds is
considered immaterial.

The following table illustrates the sensitivity of profit and
equity to a reasonably possible change in interest rates
of +/- 1% (2022: +/- 1%). These changes are considered
to be reasonably possible based on observation of
current market conditions. The calculations are based
on a change in the average market interest rate for
each period, and the financial instruments held at each
reporting date that are sensitive to changes in interest
rates. All other variables are held constant.

Security
Trade receivables consist of a large number of
customers in various industries, predominantly although
not exclusively construction, and geographical areas.
The Group does not hold any security on the trade
receivables balance.

In addition, the group does not hold collateral relating
to other financial assets (eg derivative assets, cash and
cash equivalents held with banks).

Trade receivables
The Group applies the IFRS 9 simplified model of
recognising lifetime expected credit losses for all trade
receivables as these items do not have a significant
financing component.

In measuring the expected credit losses, the trade
receivables have been assessed on a collective basis
as they possess shared credit risk characteristics.
They have been grouped based on the days past due
and also according to the geographical location of
customers.

The expected loss rates are based on the payment
profile for sales over the past 48 months before 31
December 2023 and 1 January 2023 respectively as well
as the corresponding historical credit losses during that
period. The historical rates are adjusted to reflect current
and forwarding looking macroeconomic factors affecting
the customer’s ability to settle the amount outstanding.
The Group has identified gross domestic product (GDP)
and unemployment rates of the countries in which
the customers are domiciled to be the most relevant
factors and accordingly adjusts historical loss rates for
expected changes in these factors. However given
the short period exposed to credit risk, the impact of
these macroeconomic factors has not been considered
material within the reporting period.

Trade receivables are written off (ie derecognised) when
there is no reasonable expectation of recovery. Failure
to make payments within 180 days from the invoice date
and failure to engage with the Group on alternative
payment arrangement amongst others are considered
indicators of no reasonable expectation of recovery.

On the above basis the expected credit loss for trade receivables as at 31 December 2023 was determined as follows:

31 December 2023

31 December 2022

Credit risk analysis
Credit risk is the risk that a counterparty fails to
discharge an obligation to the Group. The group is
exposed to credit risk from financial assets including
cash and cash equivalents held at banks, trade and
other receivables.

Profit for the year

+1%

-1%

(8)

Equity

+1%

-1%

(8)

Credit risk management
The credit risk is managed on a group basis based
on the Group’s credit risk management policies and
procedures.

The credit risk in respect of cash balances held with
banks and deposits with banks are managed via
diversification of bank deposits, and are only with major
reputable financial institutions.

The Group continuously monitors the credit quality of
customers based on a credit rating scorecard. Where
available, credit insurance is obtained on all customers
across the Group. External credit ratings and/or reports
on customers are also obtained and used. The Group’s
policy is to deal only with credit worthy counterparties.
Where credit insurance is not obtainable for a specific
customer, trade is only permissible following Director
approval. Exposure is monitored on an ongoing basis.
The credit terms range between 30 and 90 days. The
credit terms for customers as negotiated with customers
are subject to an internal approval process which
considers the credit rating scorecard. The ongoing
credit risk is managed through regular review of ageing
analysis, together with credit limits per customer.

Expected credit rate loss

Gross carrying amount (£’000)

Lifetime expected credit loss (£’000)

Current

16,324

(217)

20%

292

(57)

51%

(22)

Total

99%

289

16,948

(287)

(583)

Trade receivables days past due

More than
30 days

More than
60 days

More than
90 days

The closing balance of the of the trade receivables loss allowance as at 31 December 2023 reconciles with the trade
receivables loss allowance opening balance as follows:

Opening loss allowance as at 1 January 2023

Loss allowance recognised during the year

Receivables written off during the year

Loss allowance as at 31 December 2023

Contract assets
All contract assets are considered current as at 31
December 2023 and 31 December 2022. Expected
credit losses are assessed on an individual main
contractor basis, based on their financial stability
along with the credit insurance cover held and current
economic climate. The expected credit loss as at 31
December 2023 is £1,248,000 (2022: £nil).

£’000

551

(2)

583

Notes forming part of the Group
financial statements (continued)

Liquidity risk

21. Fair value measurement

As at 31 December 2023 the Group's financial liabilities have contractual maturities (including interest payments
where applicable) which are summarised below:

The following tables detail the consolidated entity's assets and liabilities, measured or disclosed at fair value, using a
three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being:

31 December 2023

Trade payables

Other payables

Lease liabilities

Current within
six months
£’000

Current six to
twelve months
£’000

Between one
and five years
£’000

Greater than
five years
£’000

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at
the measurement date

14,882

5,010

116

20,008

116

927

1,033

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly or indirectly

Level 3: Unobservable inputs for the asset or liability

This compares to the maturity of financial liabilities for the Group in the previous reporting period which was as
follows:

31 December 2022

Trade payables

Other payables and accruals

Property loans

Lease liabilities

Current within
six months
£’000

Current six to
twelve months
£’000

Between one
and five years
£’000

Greater than
five years
£’000

12,884

3,083

146

108

16,221

142

116

258

524

927

1,451

1,265

Liquidity risk is the risk that the Group might be unable to meet its obligations. The Group manages its liquidity needs
through the close control, monitoring and forecasting of cash inflows and cash outflows. Net cash requirements are
compared to available borrowing facilities in order to determine headroom or any shortfalls. Management believe
that levels of cash reserves and available headroom are sufficient to meet the Group's needs over its forecast period.

31 December 2023

Assets

Land and buidlings

Investment property

Liabilities

Forward foreign exchange contracts

Level 1
£’000

Level 2
£’000

Level 3
£’000

Total
£’000

(31)

14,022

614

14,636

(31)

As at 31 December 2022 the only assets held at fair value were investment property. The fair value at 31 December
2022 was equal to the historic cost of £464,000. There were no liabilities held at fair value at 31 December 2022.

Valuation techniques for fair value measurements categorised within level 2 and level 3
The basis of the valuation of land and buildings and the investment property is fair value. The land and buildings
were revalued for the first time on 31 December 2023 based on independent assessments by RICS Registered
Valuers having recent experience in the location and category of land and buildings being valued. Valuations are
based on current prices for similar properties in the same location and condition.

Derivative financial instruments have been valued based on the present value of future cash flows based on the
forward exchange rates at the reporting date.

Level 3 assets and liabilities
Movements in level 3 assets and liabilities during the current and previous financial year are set out below:

Balance at 1 January 2023

Additions

Depreciation

Gains recognised in profit or loss

Gains recognised in other comprehensive income

Balance at 31 December 2023

Land and
buildings

Investment
property

8,241

(87)

5,868

14,022

464

120

614

Total

8,705

120

(87)

5,868

14,636

The unobservable inputs used to determine the fair value to land and buildings are the market values per square foot
that the properties could expect to realise if sold on the open market. A range of values have been used across the
property portfolio from £25 to £85 per square foot. A 1% change in market values would increase or decrease fair
value by £140,000.

Notes forming part of the Group
financial statements (continued)

22. Equity
Called up share capital

Allotted and fully paid

Ordinary shares of 10p each

“A” ordinary shares of 10p each

2023

2022

No. of shares

£’000

No. of shares

£’000

12,860,959

73,368

12,934,327

1,286

1,293

12,860,959

73,368

12,934,327

1,286

1,293

Both classes of share rank pari passu in all respects.

Details of company share options outstanding at 31 December 2023 and shares held by the ESOT are given in note 11.

Other components of equity

The details of other components of equity are as follows:

At 1 January 2022

ESOT movement in year

At 31 December 2022

At 1 January 2023

Revaluation of land and buildings

Deferred tax on revaluation

ESOT movement in year

Financial instruments

At 31 December 2023

Revaluation of land
and buildings
£’000

Financial instruments
at FVOCI
£’000

ESOT
£’000

5,868

(1,467)

(770)

(761)

238

4,401

(523)

(31)

Total
£’000

(770)

(761)

5,868

(1,467)

238

(31)

3,847

23. Ultimate controlling related party
At the year end, the Directors considered that the Company had no ultimate controlling party.

24. Leases
The balance sheet shows the following amounts relating to leases:

Right of use assets included within property, plant and equipment

Long leasehold property

Lease liabilities

Current

Non-current

2023
£’000

1,788

2023
£’000

157

1,641

1,798

2022
£’000

1,947

2022
£’000

143

1,798

1,941

There were additions of £28,000 to right of use assets during the year (2022: £2,078,000).

The Group leased two properties during the year. The Group is not exposed to any significant future cash outflows that
are not reflected in the measurement of the lease liabilities. The lease agreements do not impose any covenants.

The statement of profit or loss shows the following amounts relating to leases:

Depreciation of right of use assets:

Property

Interest expense (included in net finance costs)

The total cash outflow for leases for the period was £225,000 (2022: £135,000).

2023
£’000

2022
£’000

188

131

Notes forming part of the Group
financial statements (continued)

Interest rate risk
The present value of the defined benefit liabilities
is calculated using a discount rate determined by
reference to market yields of high quality corporate
bonds. The estimated term of the bonds is consistent
with the estimated term of the defined benefit obligation.

A decrease in market yield on high quality corporate
bonds will increase the value of the scheme's liabilities,
although it is expected that this would be offset partially
by an increase in the fair value of certain of the plan
assets.

Investment risk
The plan assets at 31 December 2023 are held
predominantly in bonds and debt instruments. The fair
value of the equity assets is exposed to the risks of
movements in UK and Overseas equity markets.

Longevity risk
The Group is required to provide benefits for life for the
members of the scheme. The liabilities of the scheme
are sensitive to unexpected changes in future mortality.

Inflation risk
Elements of the pensions in payment under the scheme
are linked to inflation. An increase in the inflation rate
would increase the value of the defined benefit liability.
A portion of the plan assets are inflation-linked debt
securities which will mitigate some of the effects of
inflation.

25. Retirement benefits
The Group operates funded pension schemes for
certain employees and Directors. The total contributions
to all pensions by the Group for the year was £796,000
(2022: £650,000).

Defined contribution schemes accounted for £796,000
(2022: £650,000) of this amount with £nil (2022: £nil)
relating to a defined benefit scheme, where the benefits
are based on final pensionable pay.

The defined benefit scheme is legally separate from
the Group and is managed by a board of trustees.
The board of trustees of the scheme is required by
its articles of association to act in the best interest of
the fund and is responsible for setting the investment
policies. The Group is represented on the board of
trustees by employer nominated and appointed trustees.

The defined benefit obligation relating to the defined
benefit scheme is assessed in accordance with the
advice of an independent qualified actuary using the
projected unit credit method of valuation. The latest
actuarial valuation of the Company's pension scheme
was carried out as at 31 March 2023 (approved 16
November 2023).

In accordance with the terms of the schedule of
contributions dated 16 November 2023 the Company
expects to contribute approximately £nil to the defined
benefit pension scheme in the year ending 31 December
2024. The next scheme funding actuarial valuation
is due as at 31 March 2026. The recovery plan and
schedule of contributions will be reviewed at this date.

The scheme was closed to future accrual at 1 July 2011
and the group has an unconditional right of refund of
any surplus upon satisfaction of the scheme's liabilities..

The scheme exposes the Group to actuarial risk such
as interest rate risk, investment risk, longevity risk and
inflation risk:

The value of the assets of the schemes at 31 December were:

Bonds - UK Government

Cash

Other

Total market value of assets

Present value of scheme liabilities

Surplus in the scheme

Related deferred tax liability

Net pension asset

A reconciliation of the defined benefit obligation and plan assets to the amounts
presented in the balance sheet for each of the reporting periods is presented below:

Defined benefit obligation

Fair value of plan assets

Scheme surplus

Analysis of the amount recognised in profit or loss:

Interest income

Interest on pension scheme liabilities

Administration cost

Total income/(expense) recognised in profit or loss

Analysis of amount recognised in statement of comprehensive income:

Return on plan assets (excluding amounts included in net interest)

Actuarial (losses)/gains from changes in financial assumptions

Actuarial gains from changes in demographic assumptions

Actuarial losses from experience differing from that assumed

Total loss recognised in other comprehensive income

2023
£’000

5,205

116

1,290

6,611

(4,740)

1,871

(468)

1,403

2022
£’000

5,250

1,517

6,820

(4,646)

2,174

(544)

1,630

2023
£’000

2022
£’000

(4,740)

(4,646)

6,611

1,871

6,820

2,174

318

(215)

(66)

(139)

(125)

(159)

(340)

172

(124))

(61)

(13)

(2,725)

2,443

(210)

(486)

Notes forming part of the Group
financial statements (continued)

Movements in the fair value of plan assets during the year were as follows:

Average life expectancies - Billington Scheme

Male retiring at reporting date at age 62 (in years)

Male retiring at reporting date +20 years at age 62 (in years)

Female retiring at reporting date at age 62 (in years)

Female retiring at reporting date +20 years at age 62 (in years)

2023
£’000

2022
£’000

24.4

26.2

27.1

28.8

25.0

26.7

27.5

29.3

Members are assumed to retire at the earliest age at which they can take their full pension unreduced. No allowance
is included for members continuing their benefits at retirement.

Impact of changes in the significant actuarial assumptions:

0.5% increase to discount rate

0.5% increase in inflation and related assumptions

1 year increase in life expectancy

2023
£’000

(284)

142

2022
£’000

(279)

139

The above shows the impact on the defined benefit obligation if the assumptions were changed as shown (assuming
all other assumptions remain constant). This sensitivity analysis may not be representative of the actual change in the
defined benefit obligation as it is unlikely that the change in the assumptions would occur in isolation of one another
as some of the assumptions may be correlated.

At 1 January

Interest cost

Return on plan assets (excluding amounts included in net interest)

Benefits paid

Administration costs

At 31 December

Movements in the defined benefit obligation during the year were as follows:

At 1 January

Interest cost

Remeasurement - actuarial (losses)/gains from changes in financial assumptions

Remeasurement - actuarial gains from changes in demographic assumptions

Remeasurement - experience differing from that assumed

Benefits paid

At 31 December

2023
£’000

6,820

318

(139)

(322)

(66)

6,611

2022
£’000

9,693

172

(2,725)

(259)

(61)

6,820

2023
£’000

2022
£’000

(4,646)

(7,020)

(215)

(125)

(159)

322

(124)

2,443

(210)

259

(4,740)

(4,646)

The assumptions adopted for the scheme valuation were developed by Group management with the advice of
an independent actuary. These assumptions are based on current actuarial benchmarks, management's historical
experience and by reference to market yields on corporate bonds.

The significant actuarial assumptions used for the valuation are as follows:

Rate of increase in pensionable salaries

Rate of increase in pensions in payment

Discount rate

Inflation assumption

2023
%

2022
%

2.5

2.9

4.5

3.0

2.5

3.1

4.8

3.1

The mortality assumption adopted for the purposes of the calculations as at 31 December 2023 is as follows:

Base table: S3PxA tables, year of birth

Future mortality improvements: CMI 2022 mortality projection model at 1.5% per annum.

Notes forming part of the Group
financial statements (continued)

26. Related party transactions
During the year sales of £nil (2022: £42,000) were made to related parties. In 2022, one of the Group subsidiaries,
Easi-Edge Limited, made sales to Tolent Construction Limited. A non-executive Director of the ultimate parent of
Tolent Construction Limited was also a non-executive Director of Billington Holdings Plc. All transactions were
conducted on an arm's length basis on normal trading terms. At 31 December 2023 £nil (2022: £38,000) was owed
to Easi-Edge Limited.

No other transactions took place with any companies with which the Group has common Directors during the year.
There were no outstanding balances with any such related parties at either the opening or closing balance
sheet dates.

Key management personnel

Key management are only considered to be the Directors of Billington Holdings Plc and all are remunerated through
this Company. Remuneration in respect of key management was as follows:

Short-term employee benefits

Post-employment benefits

Share based payment charge

27. Reconciliation of financing activities

2023
£’000

1,070

605

1,713

2022
£’000

907

524

1,463

At 1 January 2022

Cash flow

Non-cash

At 31 December 2022

Cash flow

Non-cash

At 31 December 2023

Cash and cash
equivalents
£’000

10,382

1,252

11,634

10,450

22,084

Property
loans
£’000

(1,000)

250

(750)

750

Lease
liabilities
£'000

Total
£’000

9,382

1,598

(2,037)

(1,941)

143

8,943

11,343

(1,798)

20,286

Parent company
statement of changes in equity
for the year ended 31 December 2023

At 1 January 2022

ESOT movement in year

Profit for the financial year

Credit relating to equity-settled
share based payments

Dividends

Share
capital
£’000

1,293

Share
premium
£’000

Capital
redemption
reserve
£’000

Other
reserve -
ESOT
£’000

Accumulated
profits
£’000

Total
equity
£’000

1,864

132

(770)

13,641

16,160

(9)

644

559

(221)

644

559

(221)

At 31 December 2022

1,293

1,864

132

(761)

14,614

17,142

At 1 January 2023

ESOT movement in year

Profit for the financial year

Credit relating to equity-settled
share based payments

Dividends

Revaluation of land and buildings

Deferred tax on revaluation

Share
capital
£’000

1,293

Share
premium
£’000

Capital
redemption
reserve
£’000

Other
reserve -
ESOT
£’000

Accumulated
profits
£’000

1,864

132

(761)

238

5,868

(1,467)

3,878

Total
equity
£’000

17,142

6,793

14,614

(228)

6,793

1,305

(1,898)

5,868

(1,467)

20,586

27,753

At 31 December 2023

1,293

1,864

132

Notes 1 to 21 form part of these parent company financial statements.

Parent company
statement of financial position
as at 31 December 2023

Non-current assets

Property, plant and equipment

Investment property

Investments in subsidiaries

Deferred tax asset

Total non current assets

Current assets

Debtors

Cash at bank and in hand

Total current assets

Total assets

Current liabilities

Creditors

Current tax payable

Total current liabilities

Non-current liabilities

Deferred tax liability

Long term borrowings

Total non-current liabilities

Total liabilities

Net assets

Capital and reserves

Share capital

Share premium

Capital redemption reserve

Other reserve

Retained earnings

Shareholders’ funds

Note

2023

2022

£’000

13,991

494

1,223

15,708

24,659

40,367

2,577

22,082

(11,382)

8,214

464

570

167

9,415

14,011

23,426

2,392

11,619

(5,781)

(3)

(11,382)

(5,784)

(1,232)

500

(1,232)

(12,614)

27,753

1,293

1,864

132

3,878

20,586

27,753

(500)

(6,284)

17,142

1,293

1,864

132

(761)

14,614

17,142

The parent company has taken advantage of Section 408 of the Companies Act 2006 and has not included its own profit and loss
account and related notes in these financial statements.

The profit after taxation of the company for the year was £6,793,000 (2022: £644,000). Total comprehensive income of the
company for the year was £11,194,000 (2022: £644,000).

The parent company financial statements were approved and authorised for issue by the Board of Directors on 15 April 2024.

Ian Lawson
Non-Executive Chairman

Trevor Taylor
Chief Financial Officer

Notes 1 to 21 form part of these parent company financial statements.

Notes forming part of the
parent company financial statements
for the year ended 31 December 2023

1. Company information
Billington Holdings Plc is a company domiciled in
England and Wales, registration number 02402219. The
registered office is Barnsley Road, Wombwell, Barnsley,
South Yorkshire, S73 8DS.

The company is a holding company providing
management services to its subsidiaries.

2. Compliance with

Accounting Standards

These financial statements have been prepared in
accordance with FRS 102 “The Financial Reporting
Standard applicable in the UK and Republic of Ireland”
(“FRS 102”) and the requirements of the Companies
Act 2006, including the provisions of the Large and
Medium sized Companies and Groups (Accounts and
Reports) Regulations 2008, and under the historical
cost convention, modified to include the revaluation
of freehold properties and to include investment
properties and certain financial instruments at fair
value.

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 £'000.

The Company has taken advantage of the exemption
from disclosing the following information in its company
only accounts, as permitted by the reduced disclosure
regime within FRS 102:

Section 7 ‘Statement of Cash Flows’ – Presentation
of a Statement of Cash Flow and related notes and
disclosures

Section 11 ‘Basic Financial Instruments’ & Section 12
‘Other Financial Instrument Issues’

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

3. Significant judgements

and estimates

Preparation of the financial statements requires
management to make significant judgements and
estimates. The items in the financial statements where
these judgements and estimates have been made
include:

Estimation uncertainty
When preparing the financial statements management
undertakes a number of judgements, estimates and
assumptions about recognition and measurement of
assets, liabilities, income and expenses. The actual
results may differ from the judgements, estimates and
assumptions made by management, and will seldom
equal the estimated results. There are no areas of
significant judgment and estimation.

4. Accounting Policies
Going concern
The financial statements have been prepared on a
going concern basis. The going concern basis of the
parent company is dependent on that of the Group.
The Directors have taken note of the guidance issued
by the Financial Reporting Council on Going Concern
Assessments in determining that this is the appropriate
basis of preparation of the financial statements and
have considered a number of factors.

The Company has a gross cash balance of £22.1
million as at 31 December 2023 with no long-term
borrowings or commitments. The Company repaid its
only remaining borrowing at the start of the year, being
£0.75m relating to the mortgage on the Shafton site
taken out in 2015 in order to reduce the interest cost
associated with the loan.

Since the year end the Company has entered into
an agreement with HSBC, the Company’s bankers
for a £6.0 million Revolving Credit Facility for 3 years
to March 2027, which provide further funding and
headroom security.

The Group has secured a number of significant
contracts in 2024 for delivery in 2024 and 2025 and
has a record orderbook as at March 2024.

The Directors expect that the parent comapany and
Group has sufficient resources to enable it to continue
to adopt the going concern basis in preparing the
financial statements.

(a) Property, plant and equipment
During the year, the Company has chosen to voluntarily
change accounting policy from a cost to a revaluation
model for land and buildings as it results in more
reliable and relevant information, the assets fair value,
being provided. On initial application, the assets were
revalued at the year end through other comprehensive
income with no retrospective restatement of
comparatives.

Depreciation is calculated to write off the cost of fixed
assets less estimated residual value by equal annual
instalments over their expected useful lives. Land is not
depreciated. The rates applicable are:

Buildings ................................................................................ 2%

Plant and equipment .....................................5% to 33.3%

Impairment testing of property,
plant and equipment
For the purposes of assessing impairment, assets
are grouped at the lowest levels for which there are
separately identifiable cash flows (cash-generating
units). As a result, some assets are tested individually
for impairment and some are tested at a cash-
generating unit level.

Individual assets or cash-generating units are tested
for impairment whenever events or changes in
circumstances indicate that the carrying amount may
not be recoverable.

Notes forming part of the parent company
financial statements (continued)

any deferred tax balances are reversed if and when
all conditions for retaining associated tax allowances
have been met.

Deferred tax balances are not recognised in respect of
permanent differences.

(d) Retirement benefits
Defined Contribution Pension Schemes
The pension costs charged against operating profits
represent the amount of the contributions payable to
the schemes in respect of the accounting period.

(e) Investments
In the separate accounts of the company, interests in
subsidiaries, associates and jointly controlled entities
are initially measured at cost and subsequently
measured at cost less any accumulated impairment
losses.

(f) Cash
Cash comprises cash at bank and in hand.

(g) Employee Share Ownership

Trust (ESOT)

The Companys Employee Share Ownership Trust
("ESOT") is a separately administered trust. The assets
of the ESOT comprise shares in the company and
cash. The assets, liabilities, income and costs of the
ESOT have been included in the financial statements
as the Company exercises control over the ESOT
in accordance with the terms of the trust deed. The
shares in the Company are included at cost to the
ESOT and deducted from equity. Dividend income is
excluded in arriving at profit before tax and deducted
from the aggregate of dividends paid and proposed.
When calculating earnings per share these shares are
treated as if they were cancelled.

(b) Investment property
Investment property is held at fair value and is
subject to measurement at each statement of financial
position date by reference to recent valuations by an
independent professional valuer, current market rates
and yields for comparable properties. No depreciation
is provided. Changes in fair value are recognised in the
income statement.

Investment properties held by the Company and leased
to other group entities are accounted for as property,
plant and equipment using the cost model.

(c) Current and deferred tax
The tax expense for the year comprises current and
deferred tax. Tax is recognised in retained earnings.
The current income tax charge is calculated on the
basis of tax rates and laws that have been enacted or
substantively enacted by the reporting date.

Deferred balances are recognised on all timing
differences that have originated but not reversed by the
statement of financial position 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; and

(h) Share-based payment

transactions

The Company issues equity-settled share-based
payments. These share-based payments are measured
at fair value at the date of grant using a Black-Scholes
model based on the Company’s estimate of shares that
will eventually vest. The fair value determined is then
expensed in the income statement on a straight-line
basis over the vesting period, with a corresponding
increase in equity. Further details are included in note 11
of the consolidated financial statements.

(i) Financial instruments
The company uses financial instruments, other than
derivatives, comprising borrowings, cash resources and
various items such as trade debtors, trade creditors
etc. that arise from its operations. The main purpose
of these financial instruments is to raise finance for the
company's operations.

Financial liabilities are initially recognised at fair value.
Subsequently, financial liabilities are measured at
amortised cost using the effective interest method.

5. Profit before taxation

Income and expenditure arising on financial instruments
is recognised on the accruals basis, and credited or
charged to retained earnings in the financial period to
which it relates.

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.

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.

(j) Leased assets
All leases are operating leases and the annual rentals
are charged wholly to profit or loss on a straight line
basis over the lease term.

Fees payable to the Company’s auditor for the audit of the Company’s annual accounts

6. Directors and employees
Staff costs during the year including Directors:

Wages and salaries

Social security

Pension costs

Share-based payments

The average number of administration employees of the
company during the year was 25 (2022: 21).

Information relating Directors’ emoluments, pension
entitlements, share options and LTIP interests are inlcuded
in Note 3 of the consolidated financial statements.

7. Dividends
A final dividend in respect of 2022 of 15.5 pence
(£1,900,000) per ordinary share was paid on 4 July
2023. No interim dividends were paid in 2023. A final
dividend has been proposed in respect of 2023 of
33.0 pence (£4,268,000) per ordinary share. As the
distribution of dividends by Billington Holdings Plc
requires approval at the shareholders' meeting, no
liability in this respect is recognised in the consolidated
financial statements.

In accordance with the Company's Articles of
Association a write-back of £2,000 (2022: £142,000)
has been recognised during the year relating to
unclaimed dividends over 12 years old.

2023
£’000

2022
£’000

2023
£’000

1,977

521

652

2022
£’000

1,607

246

559

3,238

2,481

Notes forming part of the parent company
financial statements (continued)

8. Property, plant and equipment

Land & buildings
£’000

Plant & equipment
£’000

Assets under
construction
£'000

Total
£’000

Cost

At 1 January 2023

Additions

Revaluation

Transfer

At 31 December 2023

Depreciation

At 1 January 2023

Charge for year

Revaluation

At 31 December 2023

Net book value at 31 December 2023

Net book value at 31 December 2022

9,139

4,806

13,945

975

(1,062)

13,945

8,164

157

181

120

135

(13)

9,309

4,806

14,126

1,095

102

(1,062)

135

13,991

8,214

Included within land and buildings above is land with a fair value of £5,808,333 inclusive of leasehold land of
£1,740,000, both of which are not depreciated.

If land and buildings were stated on the historical cost basis, the amount would be as follows:

At 1 January

Accumulated depreciation

At 31 December

2023
£’000

9,139

(1,062)

8,077

2022
£’000

9,139

(975)

8,164

Included within land and buildings above, is land with a cost of £3,994,000 inclusive of freehold land of £1,740,000,
both of which are not depreciated.

The Company has charged the freehold properties to secure bank facilities across the Group.

9. Investment property

At 1 January

Additions

Transfers from property, plant and equipment

Fair value adjustment

At 31 December

10. Investments

Shares in subsidiary undertakings:

At 1 January

Capital contributions

At 31 December

2023
£’000

464

494

2022
£’000

404

464

2023
£’000

2022
£’000

570

653

1,223

570

All companies have only ordinary shares in issue and are registered in England and Wales unless otherwise stated.

The principal trading subsidiary undertakings are disclosed in note 9 of the Group consolidated financial statements.

Capital contributions of £287,000 were made during the year ended 31 December 2023 in relation to share-based
payments on behalf of subsidiaries in the current year and £366,000 in relation to the prior year.

Notes forming part of the parent company
financial statements (continued)

11. Share based payments
Details of the share-based payment arrangements are the same for the parent company as for the Group and the
relevant information is disclosed in Note 11 of the consolidated financial statements.

Under FRS102, the Group recognises an expense in the relevant company's financial statements. The expense is
apportioned over the vesting period based upon the number of options which are expected to vest and the fair value
of those options at the date of grant. The total charge apportioned to Billington Holdings Plc and recognised as debit
in the year was £652,000 (2022: debit of £559,000) in respect of the company. In addition a share-based payment
charge of £287,000 has been recognised on behalf of subsidiaries in the current year and £366,000 in relation to the
prior year.

14. Long term borrowings

Bank loans

Bank loans are repayable as follows:

Within one year

Between one to two years

Between two to five years

2023
£’000

2022
£’000

500

250

750

12. Debtors

Amounts falling due within one year

Amounts owed by group undertakings

Other debtors

Prepayments

2023
£’000

2022
£’000

2,518

2,328

2,577

2,392

Amounts owed by group undertakings are repayable on demand. Interest payable on these loans is charged at a
market rate. No provisions are deemed to be required against the outstanding amounts.

13. Creditors

Bank loans

Trade creditors

Amounts owed to group undertakings

Social security and other taxes

Accruals

2023
£’000

2022
£’000

250

417

10,288

4,539

984

11,382

513

5,781

Amounts owed to group undertakings are repayable on demand. Interest payable on these loans is charged at a
market rate.

The bank loans are secured by way of first legal mortgage over certain freehold properties of the Group. The loan
was repaid in January 2023.

15. Deferred tax
Deferred tax provided in the financial statements is set out below and is calculated
using a tax rate of 25% (2022: 25%).

Accelerated capital allowances

Other short term timing differences

Deferred tax recognised in other comprehensive income
Revaluation of land and buildings

Total deferred tax (liability)/asset

2023
£’000

(7)

242

235

(1,467)

(1,232)

2022
£’000

(3)

170

167

The recoverability of the deferred tax asset is dependent on future Group taxable profits which the Directors
consider likely as a result of recently prepared financial forecasts.

18. Ultimate controlling

related party

At the year end, the Directors considered that the
Company had no ultimate controlling party.

19. Retirement benefits
The company operates funded pension schemes
for certain employees and Directors. The total
contributions to all pensions by the company for the
year was £88,000 (2022: £69,000).

20. Related party transactions
No transactions took place with any companies with
which the Group has common Directors during the
year. There were no outstanding balances with any
such related parties at either the opening or closing
balance sheet dates.

In accordance with FRS102 Billington Holdings plc is
exempt from disclosing related party transactions with
its wholly owned subsidiaries.

21. Contingent liabilities
The company is part of the group cross guarantee to
the principal bankers. At the year end there were no
outstanding liabilities or contingent liabilities.

Notes forming part of the parent company
financial statements (continued)

16. Called up share capital

Equity

Allotted and fully paid

2023

2022

No. of shares

£’000

No. of shares

£’000

Ordinary shares of 10p each

12,860,959

1,286

12,860,959

1,286

“A” ordinary shares of 10p each

73,368

12,934,327

1,293

12,934,327

1,293

Both classes of share rank pari passu in all respects.

Details of Company share options outstanding at 31 December 2023 and shares held by the ESOT are given in note
11 of the Group financial statements.

17. Reserves
Share premium - consideration received for shares issued above their nominal value net of transaction costs.

Capital redemption reserve - the nominal value of shares repurchased and still held at the end of the reporting
period.

Other reserve - represents the accumulated balance of share capital held by the Employee Share Ownership Trust
and cumulative revaluation gains and losses in respect of land and buildings, except revaluation gains and losses
recognised in profit or loss.

Retained earnings - cumulative profit and loss net of distributions to owners.

Other components of equity

The details of other components of equity are as follows:

At 1 January 2022

ESOT movement in year

At 31 December 2022

At 1 January 2023

Revaluation of land and buildings

Deferred tax on revaluation

ESOT movement in year

At 31 December 2023

Revaluation of land
and buildings
£'000

5,868

(1,467)

4,401

ESOT
£’000

(770)

(761)

238

(523)

Total
£’000

(770)

(761)

5,868

(1,467)

238

3,878

Billington Holdings Plc
Steel House, Barnsley Road, Wombwell, Barnsley, South Yorkshire S73 8DS
+44 (0) 1226 340666 | info@billington-holdings.plc.uk

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