REGISTERED NUMBER: 10026276 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

TRIATHLON BATTERY SOLUTIONS LTD

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Income Statement

6

Other Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTORS:

T G Burgess

M J Stevenson

REGISTERED OFFICE:

Unit 21 Westbrook Trading Estate

Westbrook Road

Trafford Park

Manchester

M17 1AY

REGISTERED NUMBER:

10026276 (England and Wales)

AUDITORS:

Walker Begley UK Limited

207 Knutsford Road

Grappenhall

Warrington

Cheshire

WA4 2QL

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

REVIEW OF BUSINESS

The company specialises in the supply and service of industrial batteries and related products throughout the UK as part of the Sunlight Group of Companies.

The year 2024 was a difficult trading year. The UK available market was considerably down but the company managed to grow its turnover by 2% through increases in market share.

The company undertook substantial investment in engineering resources and training to support a strategic bid for a major contract with a high-profile client. Although this initiative resulted in a notable increase in headcount, the contract was not secured, and the company has subsequently adjusted staffing levels to align with current business requirements.

In 2025, the Company has restructured its cost structure and processes to develop and maintain a strong EBITDA and cash generative business as we move into 2026.

PRINCIPAL RISKS AND UNCERTAINTIES

The company uses conventional forms of working capital to finance its day to day activities and as such the figures

appearing in the accounts reflect the absolute value of amounts recoverable and payable. The directors receive regular reports on these figures in order to manage the company's requirements.

The key risks for the company are:

- foreign exchange risk - the company has little flexibility in managing this as trade with group companies is in local currencies, so the risk at group level is lower;

- risk in commodity price variances - the company is impacted by lead prices and this is managed by spreading risk with suppliers and monitoring the market.

Given the straightforward nature of the business, the company's directors are of the opinion that the analysis using key performance indicators is not necessary for an understanding of the development, performance or position of the company.

FUTURE DEVELOPMENTS

The change in ownership of the ultimate parent undertaking during 2023 has brought together two leading participants in the global battery industry, creating opportunities for the company to broaden its customer base and enhance profitability. Over the coming years, the company intends to build on this position by leveraging the extensive industry expertise and continued support of its parent.

ON BEHALF OF THE BOARD:

M J Stevenson - Director

29 September 2025

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of an industrial batteries and related products and services supplier throughout the UK as part of the Sunlight Group of Companies.

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 G Burgess

M J Stevenson

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 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 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 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.

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 company'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 company's auditors are aware of that information.

AUDITORS

The auditors, Walker Begley UK Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M J Stevenson - Director

29 September 2025

Qualified opinion

We have audited the financial statements of Triathlon Battery Solutions Ltd (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, 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, except for the effects of the matter described in the Basis for qualified opinion section, 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 loss 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.

Because of the significance of the matter described in the Basis for Qualified Opinion paragraph, we do not express an unqualified opinion on the opening balances and comparative amounts. In all other respects, the financial statements are presented fairly, in all material respects, in accordance with UK GAAP.

Basis for qualified opinion

During the prior year, the company did not process an invoice for management charges from a group member for £150,570, which were required to be recognised in the comparative period. Consequently, the opening balances and comparative figures as at 31 December 2024 and for the year ended 31 December 2023 may be materially misstated. Our audit opinion on the prior year financial statements was modified accordingly.

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 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.

Key audit matters

There are no key audit matters, other than that described in the Basis for qualified opinion section.

Other information

The directors are responsible for the other information. The other information comprises the information in the 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

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 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.

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:

In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

- the nature of the industry and sector, control environment and business performance;

- the results of our enquiries of management, covering their identification and assessment of the risk of irregularities;

- any matters we identified, having reviewed documentation available;

- relevant laws and regulations, including enquiring of any non-compliance or matters alerting us to non-compliance;

- matters discussed among the audit team regarding how and where fraud might occur in the financial statements and any indicators of fraud.

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

Use of our report

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

Mr K G Begley (Senior Statutory Auditor)

for and on behalf of Walker Begley UK Limited

207 Knutsford Road

Grappenhall

Warrington

Cheshire

WA4 2QL

29 September 2025

TURNOVER

17,482,294

17,129,649

Cost of sales

11,914,707

11,987,267

GROSS PROFIT

5,567,587

5,142,382

Administrative expenses

6,858,819

4,961,665

(1,291,232

)

180,717

Other operating income

341,670

123,038

OPERATING (LOSS)/PROFIT

5

(949,562

)

303,755

Interest payable and similar expenses

6

283,258

260,208

(LOSS)/PROFIT BEFORE TAXATION

(1,232,820

)

43,547

Tax on (loss)/profit

7

-

-

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(1,232,820

)

43,547

(LOSS)/PROFIT FOR THE YEAR

(1,232,820

)

43,547

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(1,232,820

)

43,547

FIXED ASSETS

Intangible assets

8

236,710

57,196

Tangible assets

9

154,029

203,262

390,739

260,458

CURRENT ASSETS

Stocks

10

5,708,832

5,471,028

Debtors

11

6,241,037

4,219,964

Cash at bank

1,370,417

656,445

13,320,286

10,347,437

CREDITORS

Amounts falling due within one year

12

15,913,594

11,933,641

NET CURRENT LIABILITIES

(2,593,308

)

(1,586,204

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(2,202,569

)

(1,325,746

)

CREDITORS

Amounts falling due after more than one year

13

647,085

291,088

NET LIABILITIES

(2,849,654

)

(1,616,834

)

CAPITAL AND RESERVES

Called up share capital

17

300

300

Share premium

18

99,847

99,847

Revaluation reserve

18

8,700

8,700

Retained earnings

18

(2,958,501

)

(1,725,681

)

SHAREHOLDERS' FUNDS

(2,849,654

)

(1,616,834

)

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

T G Burgess - Director

Called up

share

Retained

Share

Revaluation

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 January 2023

300

(1,769,228

)

99,847

8,700

(1,660,381

)

Changes in equity

Total comprehensive income

-

43,547

-

-

43,547

Balance at 31 December 2023

300

(1,725,681

)

99,847

8,700

(1,616,834

)

Changes in equity

Total comprehensive income

-

(1,232,820

)

-

-

(1,232,820

)

Balance at 31 December 2024

300

(2,958,501

)

99,847

8,700

(2,849,654

)

1.	STATUTORY INFORMATION

Triathlon Battery Solutions 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 Company Information page.

2.	STATEMENT OF COMPLIANCE

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

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

The company is dependent, in the absence of other funding, on the continued financial support of Triathlon Holding GmbH via trade with Triathlon Batterien GmBH. The company has confirmed it's commitment to provide the necessary support by providing adequate facilities.

On this basis, the directors consider it appropriate to prepare the financial statements on a going concern basis, as is disclosed in a separate paragraph.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d).

Turnover

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

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.

Computer software is being amortised evenly over its estimated useful life of three years.

Tangible fixed assets

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

Improvements to property

-

25% on cost

Plant and machinery

-

33% on cost and 10% on cost

Fixtures and fittings

-

50% on cost and 33% on cost

Motor vehicles

-

25% on cost

Stocks

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

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the 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

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

Going concern

The directors have assessed the appropriateness of preparing the financial statements on a going concern basis and consider this to be appropriate. The loss incurred during the year primarily reflects significant investment in headcount and training undertaken in pursuit of a major contract with a reputable client, which was ultimately not secured. In response, the company implemented cost reduction measures. As part of the Sunlight Group, a global leader in the battery sector, the company benefits from the financial support of its parent, which has formally guaranteed the funding required to meet its liabilities.

4.	EMPLOYEES AND DIRECTORS

31/12/24

31/12/23

£

£

Wages and salaries

4,136,961

3,063,271

Social security costs

435,042

328,863

Other pension costs

120,415

66,673

4,692,418

3,458,807

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

31/12/24

31/12/23

112

89

31/12/24

31/12/23

£

£

Directors' remuneration

160,000

120,000

5.	OPERATING (LOSS)/PROFIT

The operating loss (2023 - operating profit) is stated after charging/(crediting):

31/12/24

31/12/23

£

£

Other operating leases

400,094

224,779

Depreciation - owned assets

110,174

133,460

Profit on disposal of fixed assets

(8,655

)

(12,500

)

Computer software amortisation

31,184

25,893

Auditors' remuneration

15,600

8,850

Foreign exchange differences

(341,670

)

(123,038

)

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

31/12/24

31/12/23

£

£

Bank interest

639

640

Other interest

259,255

221,995

Hire purchase

23,364

37,573

283,258

260,208

7.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.

8.	INTANGIBLE FIXED ASSETS

Computer

software

£

COST

At 1 January 2024

111,221

Additions

210,698

At 31 December 2024

321,919

AMORTISATION

At 1 January 2024

54,025

Amortisation for year

31,184

At 31 December 2024

85,209

NET BOOK VALUE

At 31 December 2024

236,710

At 31 December 2023

57,196

9.	TANGIBLE FIXED ASSETS

Improvements

Fixtures

to

Plant and

and

Motor

property

machinery

fittings

vehicles

Totals

£

£

£

£

£

COST

At 1 January 2024

2,725

232,355

152,979

372,618

760,677

Additions

-

12,683

49,769

-

62,452

Disposals

-

-

-

(196,257

)

(196,257

)

At 31 December 2024

2,725

245,038

202,748

176,361

626,872

DEPRECIATION

At 1 January 2024

2,725

122,000

106,928

325,762

557,415

Charge for year

-

37,628

32,680

39,866

110,174

Eliminated on disposal

-

-

-

(194,746

)

(194,746

)

At 31 December 2024

2,725

159,628

139,608

170,882

472,843

NET BOOK VALUE

At 31 December 2024

-

85,410

63,140

5,479

154,029

At 31 December 2023

-

110,355

46,051

46,856

203,262

10.

STOCKS

31/12/24

31/12/23

£

£

Finished goods

5,708,832

5,471,028

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/12/24

31/12/23

£

£

Trade debtors

4,639,112

2,869,347

Amounts owed by group undertakings

871,041

289,547

Other debtors

354,785

354,785

Prepayments and accrued income

376,099

706,285

6,241,037

4,219,964

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/12/24

31/12/23

£

£

Bank loans and overdrafts (see note 14)

10,000

10,000

Hire purchase contracts (see note 15)

222,608

145,702

Trade creditors

1,843,555

1,586,718

Amounts owed to group undertakings

10,015,892

9,290,704

Social security and other taxes

99,699

102,227

Net Wages control

(540

)

(3,913

)

Pension creditor

17,582

15,290

VAT

401,165

173,274

Factoring account

2,397,420

-

Directors' current accounts

200,000

200,000

Accruals and deferred income

706,213

413,639

15,913,594

11,933,641

13.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31/12/24

31/12/23

£

£

Bank loans (see note 14)

5,000

15,000

Hire purchase contracts (see note 15)

642,085

276,088

647,085

291,088

14.

LOANS

An analysis of the maturity of loans is given below:

31/12/24

31/12/23

£

£

Amounts falling due within one year or on demand:

Bank loans

10,000

10,000

Amounts falling due between one and two years:

Bank loans - 1-2 years

5,000

10,000

Amounts falling due between two and five years:

Bank loans - 2-5 years

-

5,000

15.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Hire purchase contracts

31/12/24

31/12/23

£

£

Net obligations repayable:

Within one year

222,608

145,702

Between one and five years

642,085

276,088

864,693

421,790

Non-cancellable operating

leases

31/12/24

31/12/23

£

£

Within one year

399,969

184,539

Between one and five years

415,236

432,020

815,205

616,559

16.	SECURED DEBTS

The following secured debts are included within creditors:

31/12/24

31/12/23

£

£

Hire purchase contracts

864,693

421,790

Liabilities under hire purchase agreements are secured against the assets to which they relate.

17.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31/12/24

31/12/23

value:

£

£

2,940

Ordinary A

£0.05

147

147

3,060

Ordinary B

£0.05

153

153

300

300

Both A Ordinary and B Ordinary shares have full voting rights, full rights to dividends and distribution and full rights to participation in a distribution of capital.

18.

RESERVES

Retained

Share

Revaluation

earnings

premium

reserve

Totals

£

£

£

£

At 1 January 2024

(1,725,681

)

99,847

8,700

(1,617,134

)

Deficit for the year

(1,232,820

)

(1,232,820

)

At 31 December 2024

(2,958,501

)

99,847

8,700

(2,849,954

)