Registration number: 02455748 (England and Wales)

TBS Engineering Limited

Contents

Company Information	1
Strategic Report	2 to 3
Directors' Report	4 to 5
Statement of Directors' Responsibilities	6
Independent Auditor's Report	7 to 9
Profit and Loss Account	10
Balance Sheet	11
Statement of Changes in Equity	12
Notes to the Financial Statements	13 to 30

TBS Engineering Limited

Company Information

Directors

M Gardiner S R Sharpe R J Taylor J B Curtis

Company secretary

J B Curtis

Registered office

Hurricane Road Gloucester Business Park Brockworth Gloucester Gloucestershire GL3 4AQ

Bankers

Lloyds Banking Group plc 11-15 Monument Street London EC3V 9JA

Bank of America 222 Broadway New York NY 10038 USA

NatWest Corporate 1st Floor 1 Hardman Boulevard Manchester M3 3AQ

Auditors

Hazlewoods LLP Staverton Court Staverton Cheltenham Gloucestershire GL51 0UX

TBS Engineering Limited

Strategic Report for the Year Ended 31 December 2024

The directors present their strategic report for the year ended 31 December 2024.

Principal activity

The principal activity of the company is the design and manufacture of a range of special purpose equipment for the lead acid battery industry, used primarily in the manufacture and assembly of car and truck batteries.

Fair review of the business

The company made a profit after tax of £2,071,908 (2023 - £1,913,144) from turnover of £41,038,877 (2023 - £35,482,481). The directors are pleased with the level of turnover and profits for the year. The company has net assets at 31 December 2024 of £37,193,709 (2023 - £42,121,801).

The business is now segmented into three operating segments, Assembly Division, Electrode Division, and Aftermarket Division, this will enable the business to concentrate on providing its customers with disruptive breakthrough technologies, alongside world class service and support.

Business environment:

Consolidation within the industry has resulted in fewer large group structured customers with a group managed approach to capital investment. Much of this consolidation has been driven by the need to provide optimum efficiency and cost reductions in a very competitive market place. We are proud to be part of a supply chain which results in the production of Lead Acid Batteries which are one of the most recyclable products on the planet and an essential part of energy storage infrastructure.

Within this competitive environment the company has differentiated itself from its competitors by providing:

a) a complete one stop source of assembly equipment;
b) disruptive breakthrough technology;
c) high quality machinery manufacture delivering customers with a world class product; and
d) worldwide aftermarket service, offering best in class product availability, customer service and technical support.

Strategy:

The company's overriding objective is to achieve sustainable volume and margin growth by providing disruptive, breakthrough technology and world class service to its global customer base.

The company is further expanding its product offering into Electrode manufacturing equipment, through innovation and strategic alliance partnerships. This increase in product offering will enable TBS to manage the end to end process for its customers, enabling best in class process control and battery optimization.

We are committed to ensure an efficient, cost effective and safe manufacturing operation with an engaged workforce by adopting a culture of continuous improvement and using state of the art business systems thereby delivering maximum value to all stakeholders.

The company's key financial and other performance indicators during the year were as follows:

Financial KPIs	Unit	2024	2023
Return on equity	%	6.79	4.65
Net profit margin before interest, investment income & tax	%	8.80	7.43
Current ratio (liquidity ratio representing current assets as a proportion of current liabilities)	Ratio	2.40	2.10
Employee retention (average service of permanent employees)	Years	7.00	7.80

TBS Engineering Limited

Strategic Report for the Year Ended 31 December 2024 (continued)

Section 172(1) Statement
The Companies (Miscellaneous Reporting) Regulations 2018 requires companies to publish a statement describing how the directors have had regard to the matters set out in Section 172(1)(a) to (f) of the Companies Act 2006. Section 172(1)(a) to (f) requires each director to act in the way he or she considered would be most likely to promote the success of the company for the benefit of its members as a whole, with regard to the following matters:

(a) The likely consequences of any decision in the long-term

The company directors have set out a direction for the company designed to have a long-term beneficial impact on the company and to help drive success in delivering automated solutions to the lead acid battery industry. The company has further built on its 5 year plan to set out a strategic roadmap to the 2030 vision for TBS.

(b) The interests of the company's employees

The employees are the key to the success of the organisation. We aim to be a responsible employer and the health and safety of all our employees is a primary consideration in the way we do business.

(c) The need to foster the company's business relationships with suppliers, customers and others

Interaction with key stakeholders is key to the success of our business, our aim is to partner with both customers and suppliers to help deliver automated solutions to the lead acid battery industry.

(d) The impact of the company's operations on the community and environment

As a significant employer in our local area, we support local employment and apprenticeship schemes. We collaborate with local educational institutes where possible and are actively reducing our environmental impact. During 2023 solar panels were installed at the factory in Gloucester, reducing TBS Engineering’s electricity grid usage by two thirds.

(e) The desirability of the company maintaining a reputation for high standards of business conduct

The company directors follow a strict code of conduct, both set by TBS and Berkshire Hathaway and use this as a guide to all business transactions.

(f) The need to act fairly as between members of the company

The directors believe they have acted in good faith to promote the goals of TBS for the benefit of its members, and in doing so have given regard to our key stakeholders.

Principal risks and uncertainties

The management of the business and the execution of the company's strategy are subject to a number of risks. Risks are reviewed by the board and appropriate processes put in place to monitor and mitigate them.

The key business risks affecting the company are set out below:

Competition:
The company operates in a competitive market. Pricing pressure is particularly prevalent which results in downward pressure to margins. Constant cost reduction re-evaluation by management is at the fore of remaining competitive as is innovative design protected and enforced by strong patent investment.

Employee:
The company's performance depends largely on its employees, managers and directors. A key element is retention of our highly skilled workforce and the company provides benefit packages which are linked to the company's results. Succession planning is also key in order to achieve minimal business interruption and focused employee development in our positive company culture.

Approved by the Board on 29 September 2025 and signed on its behalf by:

R J Taylor Director

TBS Engineering Limited

Directors' Report for the Year Ended 31 December 2024

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

Directors of the company

The directors who held office during the year were as follows:

M Gardiner

S R Sharpe

R J Taylor

J B Curtis

Information included in the Strategic Report

Companies legislation requires the Directors' Report to include a statement summarising engagement with suppliers, customers and others. This is considered to be of strategic importance and is therefore instead disclosed in the S172(1) Statement contained in the Strategic Report.

Financial instruments

The company’s financial instruments comprise cash and liquid resources, and various other items such as trade debtors, trade creditors, etc. that arise directly from its operations. The main purpose of these financial instruments is to finance the operations of the company. The company is exposed to the usual credit risk and cash flow risk associated with selling on credit and manages this through credit control procedures and staged payments. The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. The nature of these financial instruments means that they are not subject to price risk or liquidity risk. The company is exposed to foreign currency risk through making overseas sales and purchases and the potential fluctuations in exchange rates and impact on the company is a risk that the directors accept.

The company's business environment and risks, together with the details of mitigation and monitoring undertaken by the directors, are dealt with elsewhere in the Strategic Report. As a result, the directors believe the company is well placed to successfully manage risks despite the uncertain economic outlook. As set out in note 2 to the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future, with a strong balance sheet and no significant external finance, and therefore continue to adopt the going concern basis of accounting in preparing the annual financial
statements.

Future developments

The company is continuously expanding its product range by providing disruptive breakthrough technology to its global customer base, both through Innovation and strategic alliance partners, maintaining TBS as the market leader in Lead Acid Battery assembly equipment.

Streamlined energy and carbon report

As a leading company in the design and manufacture of equipment for the lead acid battery industry, leading is what we do in all areas of our business, and sustainability is no different. As part of our commitment to transparency, communication and local values, we are proud advocates of all sustainability initiatives.

Operating across many countries means that we must be aware of varied sustainability initiatives and regulations to ensure that we meet and exceed compliance standards. We take our corporate social responsibilities seriously and believe in cultivating transparent business practices that continually aim to work with international markets and the environment.

It is our belief that leading companies across the globe have a responsibility to protect the environment for generations to come. Continual investment in technology, systems and processes allow us to reduce carbon emissions, minimise waste products and cut energy usage.

Greenhouse gas emissions and energy consumption
In this section of this report:

• “kWh” means kilowatt hours; and

• “tCO2e” tonnes of carbon dioxide equivalent.

Emissions and energy consumption the year ended 31 December 2024 were as follows:

TBS Engineering Limited

Directors' Report for the Year Ended 31 December 2024 (continued)

		2024				2023
Category	kWh		tCO2e		kWH		tCO2e
Scope 1: combustion of gas or consumption of fuel for the purposes of transport	256,526		49		241,428		46
Scope 2: purchase of electricity for own use, including for the purposes of transport	844,475		175		987,780		205
Scope 3: employee owned or hired vehicles used for business purposes	4,187		1		5,376		1
	1,105,188		225		1,234,584		252
Intensity ratio (tCO2e as proportion of turnover (£m))			5.49				7.10
Intensity ratio (tCO2e as proportion of total premises floor area in square metres)			0.03				0.03

In relation to the above:

• None of the mandatory emissions have been excluded in this report.

• There were no amounts based upon estimated values.

• The methodology used is in accordance with the Greenhouse Gas (GHG) Protocol and Environmental Reporting Guidelines, including streamlined energy and carbon reporting guidance.

• DEFRA/BEIS emission factors for 2024 have been used for all emission sources as this provides the most comprehensive list of factors available. They allow an activity to be converted into carbon dioxide equivalent (CO2e).

Efficiency measures taken
During 2024, the company prioritised enhancing employee benefits offering, part of this was to install 10 electric charge points and introducing an EV Salary sacrifice scheme to encourage the use of electric vehicles. During 2024 3 employees made use of the new EV Salary sacrifice scheme, and multiple people use the company charge points.

The Cycle scheme is still actively used with a further 12 employees using this scheme in 2024.

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Reappointment of auditors

Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 29 September 2025 and signed on its behalf by:

R J Taylor Director

TBS Engineering Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Annual Report 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

•	select suitable accounting policies and apply them consistently;
•	make judgements and accounting estimates that are reasonable and prudent;
•	state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
•	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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

TBS Engineering Limited

Independent Auditor's Report to the Members of TBS Engineering Limited

Opinion

We have audited the financial statements of TBS Engineering Limited (the 'company') for the year ended 31 December 2024, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, and 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 company's affairs as at 31 December 2024 and of its 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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the 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, 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 company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

•	the Strategic Report and 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 our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

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:

TBS Engineering Limited

Independent Auditor's Report to the Members of TBS Engineering Limited (continued)

•	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
•	the 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 6, 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 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 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.

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We considered the nature of the company’s industry and its control environment and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

•	reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

•	performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

•	enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

•	reading minutes of meetings of those charged with governance.

TBS Engineering Limited

Independent Auditor's Report to the Members of TBS Engineering Limited (continued)

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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of this 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.

Julian Gaskell (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Staverton Court
Staverton
Cheltenham
Gloucestershire
GL51 0UX

29 September 2025

TBS Engineering Limited

Profit and Loss Account for the Year Ended 31 December 2024

	Note	2024 £	(As restated) 2023 £
Turnover	3	41,038,877	35,482,481
Changes in stocks of finished goods and work in progress		1,972,889	(492,442)
Raw materials and consumables used		(20,827,044)	(13,355,049)
Employee benefits expense		(11,309,079)	(10,483,233)
Depreciation and amortisation expense		(1,127,108)	(1,062,327)
Other expenses		(5,990,099)	(7,454,625)
Operating profit	6	3,758,436	2,634,805
Interest receivable and similar income	7	17,496	727
Interest payable and similar expenses	8	(14,560)	(704)
Profit before tax		3,761,372	2,634,828
Tax on profit	10	(1,689,464)	(721,684)
Profit for the year		2,071,908	1,913,144

The above results were derived from continuing operations.

The company has no other comprehensive income for the year.

TBS Engineering Limited

(Registration number: 02455748)
Balance Sheet as at 31 December 2024

	Note	2024 £	(As restated) 2023 £
Fixed assets
Tangible assets	11	14,320,973	14,762,217
Investments	12	1,985,169	1,985,169
		16,306,142	16,747,386
Current assets
Stocks	13	16,911,307	15,678,545
Debtors	14	12,586,837	16,969,515
Cash at bank and in hand	15	7,864,638	17,624,073
		37,362,782	50,272,133
Creditors: Amounts falling due within one year	16	(15,576,371)	(23,958,033)
Net current assets		21,786,411	26,314,100
Total assets less current liabilities		38,092,553	43,061,486
Creditors: Amounts falling due after more than one year	16	(76,053)	-
Provisions for liabilities	18	(822,791)	(939,685)
Net assets		37,193,709	42,121,801
Capital and reserves
Called up share capital	19, 20	1,229,002	1,229,002
Share premium reserve	20	296,923	296,923
Profit and loss account	20	35,667,784	40,595,876
Total equity		37,193,709	42,121,801

Approved and authorised by the Board on 29 September 2025 and signed on its behalf by:
 

J B Curtis Director

TBS Engineering Limited

Statement of Changes in Equity for the Year Ended 31 December 2024

	Share capital £	Share premium £	Profit and loss account £	Total £
At 1 January 2024 (As restated)	1,229,002	296,923	40,595,876	42,121,801
Profit for the year	-	-	2,071,908	2,071,908
Dividends	-	-	(7,000,000)	(7,000,000)
At 31 December 2024	1,229,002	296,923	35,667,784	37,193,709