REGISTERED NUMBER: 13687254 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2024

for

TGM Industrial Group Ltd

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Consolidated Income Statement

7

Consolidated Other Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

16

DIRECTORS:

T D Brooksbank

J L Frewin

E A Kolodner

REGISTERED OFFICE:

81 Canfield Gardens

London

NW6 3EA

REGISTERED NUMBER:

13687254 (England and Wales)

AUDITORS:

Rusling & Co, Statutory Auditor

F6 The Bloc

Anlaby

East Yorkshire

HU10 6RJ

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS

The year ending 31 December 2024 represents the second full trading year for the Group.

At the end of 2024, the directors agreed to transfer Becker (Sliding Partitions) and Taplanes out of the Group. TGM Industrial Group now focuses on Fasteners, Foundries and Precision Engineering.

Pre-tax profits for the year amounted to £1,799k, which includes a positive £ 323k Goodwill adjustment. The underlying Pre-Tax Profit on the Continuing Operations was £ 1,541k for the year. The comparative pre-tax profit of the Continuing Operations in FY23 was £ 627k.

Turnover for the Continuing Operations totalled £14,926k in the year to 31 December 2024, which compares to £13,763k in FY23 + 8.5% increase.

Performance in the Fastener Companies (RCF Bolt & Nut (Tipton) Limited, GSS Fasteners Limited and Union Fasteners Limited) has yielded further synergies, resulting in a 130% increase in Pre-Tax Profits to £ 615k from £ 267k in FY23.

The Foundries & Precision Engineering businesses had significant profit improvement growing Pre-Tax Profit from £ 349k to £ 915k in FY24.

The Consolidated Total Equity is £ 1,654k at 31 December 2024, an increase from £343k in FY23. Net Liquidity improving by £ 464k during FY24.

Fiscal Year 2025 will continue to show a further improvement in profitability, with the Continuing Operations Pre-Tax Profits forecast to grow by a further 20%.

PRINCIPAL RISKS AND UNCERTAINTIES

All businesses face degrees of risk from normal commercial operations. The specific operational risks to which the Directors consider the Group is subject are set out below:

Funding

The Group requires access to finance and re-financing. There is no guarantee that such funding will be available, or that the terms and rates applicable to funding will facilitate acceptable returns.

Market conditions

Many of the Group's subsidiaries purchase commodities that are traded on a global basis, and the prices are subject to quite significant variations. Any such negative movements can impact upon the individual companies, and Group's, profitability.

Key Personnel

The Group is reliant upon a small number of key personnel. As such, they are reliant upon their ability to continue to deliver their expertise to the Group.The loss of these personnel could disrupt the continued successful operation of the Group.

ON BEHALF OF THE BOARD:

T D Brooksbank - Director

22 September 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

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

T D Brooksbank

J L Frewin

E A Kolodner

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Rusling & Co, Statutory Auditor, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

T D Brooksbank - Director

22 September 2025

Opinion

We have audited the financial statements of TGM Industrial Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

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

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentation or through collusion. There are inherent limitations in the audit procedures performed and further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

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

Andrew Rusling (Senior Statutory Auditor)

for and on behalf of Rusling & Co, Statutory Auditor

F6 The Bloc

Anlaby

East Yorkshire

HU10 6RJ

23 September 2025

TURNOVER

19,411,395

21,470,531

Cost of sales

12,587,737

14,030,378

GROSS PROFIT

6,823,658

7,440,153

Distribution costs

61,496

107,476

Administrative expenses

4,819,436

5,906,001

4,880,932

6,013,477

1,942,726

1,426,676

Other operating income

43,331

102,391

OPERATING PROFIT

4

1,986,057

1,529,067

Interest receivable and similar income

2,998

1,669

1,989,055

1,530,736

Interest payable and similar expenses

5

190,344

307,637

PROFIT BEFORE TAXATION

1,798,711

1,223,099

Tax on profit

6

417,484

(170,667

)

PROFIT FOR THE FINANCIAL YEAR

1,381,227

1,393,766

Profit attributable to:

Owners of the parent

1,381,227

1,333,272

Non-controlling interests

-

60,494

1,381,227

1,393,766

PROFIT FOR THE YEAR

1,381,227

1,393,766

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,381,227

1,393,766

Total comprehensive income attributable to:

Owners of the parent

1,381,227

1,333,272

Non-controlling interests

-

60,494

1,381,227

1,393,766

FIXED ASSETS

Intangible assets

8

970,377

1,164,189

Tangible assets

9

2,493,841

3,051,199

Investments

10

100

100

3,464,318

4,215,488

CURRENT ASSETS

Stocks

11

1,884,881

2,459,183

Debtors

12

3,161,969

3,325,448

Cash at bank and in hand

595,932

750,141

5,642,782

6,534,772

CREDITORS

Amounts falling due within one year

13

5,648,692

7,833,196

NET CURRENT LIABILITIES

(5,910

)

(1,298,424

)

TOTAL ASSETS LESS CURRENT LIABILITIES

3,458,408

2,917,064

CREDITORS

Amounts falling due after more than one year

14

(1,452,944

)

(2,180,639

)

PROVISIONS FOR LIABILITIES

17

(341,477

)

(393,171

)

NET ASSETS

1,663,987

343,254

CAPITAL AND RESERVES

Called up share capital

18

4,825

4,825

Retained earnings

1,659,162

277,935

SHAREHOLDERS' FUNDS

1,663,987

282,760

NON-CONTROLLING INTERESTS

19

-

60,494

TOTAL EQUITY

1,663,987

343,254

The financial statements were approved by the Board of Directors and authorised for issue on 22 September 2025 and were signed on its behalf by:

T D Brooksbank - Director

FIXED ASSETS

Intangible assets

8

-

-

Tangible assets

9

-

-

Investments

10

2,108,694

3,258,579

2,108,694

3,258,579

CURRENT ASSETS

Debtors

12

41,081

26,768

Cash at bank

43,988

15,007

85,069

41,775

CREDITORS

Amounts falling due within one year

13

2,144,150

3,289,785

NET CURRENT LIABILITIES

(2,059,081

)

(3,248,010

)

TOTAL ASSETS LESS CURRENT LIABILITIES

49,613

10,569

CAPITAL AND RESERVES

Called up share capital

18

4,825

4,825

Retained earnings

44,788

5,744

SHAREHOLDERS' FUNDS

49,613

10,569

Company's profit for the financial year

39,044

16,493

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

The financial statements were approved by the Board of Directors and authorised for issue on 22 September 2025 and were signed on its behalf by:

T D Brooksbank - Director

Called up

share

Retained

Non-controlling

Total

capital

earnings

Total

interests

equity

£

£

£

£

£

Balance at 1 January 2023

4,825

(1,055,337

)

(1,050,512

)

-

(1,050,512

)

Changes in equity

Total comprehensive income

-

1,333,272

1,333,272

60,494

1,393,766

Balance at 31 December 2023

4,825

277,935

282,760

60,494

343,254

Changes in equity

Total comprehensive income

-

1,381,227

1,381,227

-

1,381,227

Balance at 31 December 2024

4,825

1,659,162

1,663,987

60,494

1,724,481

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

4,825

(10,749

)

(5,924

)

Changes in equity

Total comprehensive income

-

16,493

16,493

Balance at 31 December 2023

4,825

5,744

10,569

Changes in equity

Total comprehensive income

-

39,044

39,044

Balance at 31 December 2024

4,825

44,788

49,613

Cash flows from operating activities

Cash generated from operations

1

215,633

3,248,304

Interest paid

(154,313

)

(276,358

)

Interest element of hire purchase payments paid

(36,031

)

(31,279

)

Tax paid

(116,921

)

347,301

Net cash from operating activities

(91,632

)

3,287,968

Cash flows from investing activities

Purchase of tangible fixed assets

(343,375

)

(501,613

)

Purchase of fixed asset investments

-

(100

)

Sale of tangible fixed assets

-

379,432

Sale of fixed asset investments

332,999

-

Interest received

2,998

1,669

Net cash from investing activities

(7,378

)

(120,612

)

Cash flows from financing activities

Capital repayments in year

92,415

2,129

Amount introduced by directors

5,625

37,500

Amount withdrawn by directors

(30,180

)

(32,000

)

Business combinations

(123,059

)

(3,057,020

)

Net cash from financing activities

(55,199

)

(3,049,391

)

(Decrease)/increase in cash and cash equivalents

(154,209

)

117,965

Cash and cash equivalents at beginning of year

2

750,141

632,176

Cash and cash equivalents at end of year

2

595,932

750,141

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

2024

2023

£

£

Profit before taxation

1,798,711

1,223,099

Depreciation charges

331,569

373,314

(Profit)/loss on disposal of fixed assets

(360,846

)

1,151,435

Government grants

(510

)

(5,922

)

Finance costs

190,344

307,637

Finance income

(2,998

)

(1,669

)

1,956,270

3,047,894

Decrease in stocks

574,302

169,398

Decrease in trade and other debtors

171,679

909,028

Decrease in trade and other creditors

(2,486,618

)

(878,016

)

Cash generated from operations

215,633

3,248,304

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

595,932

750,141

Year ended 31 December 2023

31/12/23

1/1/23

£

£

Cash and cash equivalents

750,141

632,176

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1/1/24

Cash flow

At 31/12/24

£

£

£

Net cash

Cash at bank and in hand

750,141

(154,209

)

595,932

750,141

(154,209

)

595,932

Debt

Finance leases

(575,561

)

(92,415

)

(667,976

)

Debts falling due within 1 year

(517,198

)

101,674

(415,524

)

Debts falling due after 1 year

(1,189,046

)

608,617

(580,429

)

(2,281,805

)

617,876

(1,663,929

)

Total

(1,531,664

)

463,667

(1,067,997

)

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Basis of consolidation

Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group.

Going concern

The net liabilities of the company exceed its net assets at the balance sheet date. As such, the company is technically insolvent. It is, however, the opinion of the Directors that the Group continues to be a Going Concern. This conclusion has been reached with reference to forecast cashflows that cover a period of 12 months from the date at which the Financial Statements have been approved. Ongoing contact with funders continue to be positive, and there are no forecast issues with future financing. In addition, as can be seen in the Consolidated Income Statement, some unprofitable operations have ceased and continuing operations were profitable in the year.

Investments in unlisted companies

Investments in unlisted company shares have been classified as fixed asset investments as the Group intends to hold them on a continuing basis.Such investments are re-measured to fair value at each balance sheet date.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue comprises the sale of products and services. It is recognised to the extent that it is probable that economic benefits will flow to the Group and that the revenue can be reliably measured. Revenue is measured at the fair value of consideration received or receivable, net of discounts and excluding Value Added Tax and other duties.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2022, is being amortised evenly over its estimated useful life of five years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Freehold property

-

10% on cost

Short leasehold

-

20% on cost

Improvements to property

-

25% on cost

Plant and machinery

-

25% on reducing balance, 20% on reducing balance, 20% on cost, 15% on reducing balance, 10% on reducing balance, 10% on cost and 5% on cost

Fixtures and fittings

-

25% on reducing balance, 25% on cost, 20% on reducing balance, 20% on cost and 15% on cost

Motor vehicles

-

33% on cost, 25% on reducing balance, 25% on cost, 20% on reducing balance and 20% on cost

Computer equipment

-

33% on cost, 25% on cost and 20% on reducing balance

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

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

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

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

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

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

5,396,191

5,584,506

Social security costs

421,263

464,774

Other pension costs

197,037

187,305

6,014,491

6,236,585

The average number of employees during the year was as follows:

2024

2023

Directors

4

5

Administrative Staff

16

16

Operational Staff

167

169

187

190

2024

2023

£

£

Directors' remuneration

27,500

84,565

4.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2024

2023

£

£

Hire of plant and machinery

34,002

65,385

Other operating leases

511,590

702,747

Depreciation - owned assets

315,695

335,859

Depreciation - assets on hire purchase contracts

8,743

37,805

(Profit)/loss on disposal of fixed assets

(360,846

)

1,151,435

Foreign exchange differences

10,413

22,410