REGISTERED NUMBER: 03841136 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

TS GROUP INTERNATIONAL LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

5

Report of the Independent Auditor

7

Consolidated Income Statement

11

Consolidated Other Comprehensive Income

13

Consolidated Balance Sheet

14

Company Balance Sheet

15

Consolidated Statement of Changes in Equity

16

Company Statement of Changes in Equity

17

Consolidated Cash Flow Statement

18

Notes to the Consolidated Cash Flow Statement

19

Notes to the Consolidated Financial Statements

21

DIRECTORS:

M Barnes

T J Barnes

L Barnes

A S Faulkner

SECRETARY:

T J Barnes

REGISTERED OFFICE:

Sutherland House

1759 London Road

Leigh on Sea

Essex

SS9 2RZ

REGISTERED NUMBER:

03841136 (England and Wales)

AUDITOR:

affinia

Sutherland House

1759 London Road

Leigh On Sea

Essex

SS9 2RZ

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

TS Group International provides goods and services to two distinct markets:

- Providing disinfection, sterilisation and decontamination solutions for the healthcare, laboratory and life sciences sectors.

- Manufacture and distribution of industrial fluid handling and pump systems to the Petrochem, chemical, food & beverage, print, packaging, pulp and water treatment industries.

FAIR REVIEW OF BUSINESS

During the year to 31 December 2024, the group reported a decrease in turnover to £18,502,316 (2023: £18,543,659) and a gross profit of £8,087,066 (43.7% of turnover).

The company has been successful in tendering and winning contracts within the manufacturing sector and continues to see more demand from this sector. This has driven the group to be more focused on engineering solutions. In addition to this, the expansion into foreign markets continues with a growing reputation.

The company had decided to expand into the medical equipment sales and servicing field during 2023 through the acquisition of an instrument manufacturer, which joined the group in 2024. This has proved to be problematic and the decision to close this business was made at the end of the year.

The group continues to provide services to all major health care providers together with scientific research facilities.

The market for the specialist equipment designed over recent years is proving to be well received within it's market and has lead to exports around the world.

PRINCIPAL RISKS AND UNCERTAINTIES

Regulatory risk

The group's products and machines are manufactured to the highest quality standards to maintain industry accreditations and comply with all relevant laws and licenses.

Quality management is therefore a key priority for the business and regular monitoring is carried out. Any failings could lead to litigation and reputational damage.

The group has rigorous recruitment procedures to ensure technical staff and engineers have the appropriate qualifications and experience. Ongoing training programmes are in place.

Economic conditions and government policy

Customer appetite for capital investment will be partly influenced by macro economic factors such as interest rates, availability of finance, political stability and government tax policy.

Likewise the group currently benefits from tax incentives available for its research and development activities which are not guaranteed to continue.

Foreign exchange

Management continues to monitor its supply chain closely. Some major suppliers are based overseas.

The company manages its exposure to foreign exchange fluctuations by taking out hedging contracts where suitable.

Competition

The group remains ever alert to new entrants to the market.

The group prides itself on its reputation with customers and suppliers and by maintaining good relations throughout the supply chain, the group is able to offer an excellent level of service to clients thereby ensuring repeat custom.

Bank funding

The group does utilise bank funding for capital investment or short term working capital requirements. It maintains a good relationship with the bank and ensures that it meets it obligations under any covenant agreements.

FUTURE DEVELOPMENTS

The manufacture of medical equipment has now ceased and it is the board's intention to wind-up the subsidiary company within the coming year. Although the group will continue to supply products through its various channels in support of the sectors that it has traded in for many years.

The group continues to look for opportunities to drive growth and expand its operations in strategic locations.

KEY PERFORMANCE INDICATORS

The key performance indicators of the group are:

Turnover reduced by 0.2%

Gross profit margin 43.7% (2023: 46.3%)

EBITDA -£362,673 (2023: £1,422,030)

Debtor days 52 (2023: 55)

Shareholders funds decreased by 21%

ON BEHALF OF THE BOARD:

A S Faulkner - Director

30 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

The total distribution of dividends for the year ended 31 December 2024 will be £ 17,200 .

The holding company did not declare any dividends on the Ordinary £1 shares during the year.

The group paid dividends totalling £17,200 to an external shareholder in a subsidiary within the group.

DIRECTORS

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

M Barnes

T J Barnes

L Barnes

Other changes in directors holding office are as follows:

A S Faulkner - appointed 2 January 2024

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 auditor is unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditor is aware of that information.

AUDITOR

The auditor, affinia, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

A S Faulkner - Director

30 September 2025

Qualified opinion

I have audited the financial statements of TS Group International Limited (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, except for the possible effect on the corresponding figures of the matters described in the Basis for Qualified Opinion paragraph, the financial statements:

- give a true and fair view of the state of the group's and of the parent company affairs as at 31st 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 were not appointed as auditor to the group until after 31 December 2022 and thus did not observe the counting of physical inventories or verify the status and condition of work in progress on projects at the end of that year. We were unable to satisfy ourselves by alternative means concerning the inventory quantities of £1,211,883 held at 31 December 2022 by using other audit procedures.

We were therefore unable to determine whether there was any consequential effect on the costs of sales for the year ended 31st December 2023. Our audit opinion on the financial statements for the period ended 31st December 2023 was modified accordingly. Our opinion on the current period's financial statements is also modified because of the possible effect of this matter on the comparability of the current period's figures and the corresponding figures.

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 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 qualified opinion.

Conclusions relating to going concern

In auditing the financial statements, I 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 I have performed, I 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.

My 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 my Report of the Auditor thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006

In my 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 I am 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, I have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

In respect solely of the limitation on our work relating to corresponding figures referred to above:

- we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

- we were unable to determine whether adequate accounting records had been maintained.

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:

- 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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.

Auditor's responsibilities for the audit of the financial statements

My 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 Auditor that includes my 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 my procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory framework applicable to the entity through written and verbal communication. In addition, we drew on our professional knowledge of the industry to aid our understanding.

We obtained an understanding of the systems in place designed to ensure compliance with the relevant legislation and evaluated whether these are sufficient or alternatively whether the risk of non-compliance is heightened. We also made specific enquiries of management and those charged with governance as to whether there have been any known instances of non-compliance and the results of their risk assessment.

We briefed the identified laws and regulations to our audit team, ensuring they are aware of those considered significant in nature. At the same time, the responsible individual considered whether the engagement team has the collective competence to recognise non-compliance with laws and regulations.

The company's financial statements are directly affected by company law, applicable financial reporting standards and tax legislation. Our audit tests are designed to provide sufficient expectation that we will highlight instances of non-compliance.

Owing to the nature of the entity's trade, we have identified that non-compliance with specific legislation has the potential to materially affect the disclosures in the financial statements by way of litigation or fines and penalties. Such legislation includes GDPR, employment and health and safety legislation.

In addition to holistically considering where and how fraud may occur within the company, the following specific procedures were also undertaken:

- Scrutinising journal entries, in particular those crediting cash or a revenue account; journal entries with unusual nominal combinations or journal entries posted by management;

- Evaluating assumptions made by management, in particular where these involve material accounting estimates;

- Making sure our samples include an appropriate number of random of entries selected on a random basis;

- Undertaking analytical procedures with a view to identifying unusual movements in account balances which could be indicative of fraud.

We did not identify nor do we suspect any material fraudulent activity having undertaken the above procedures.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of my 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 my Report of the Auditor.

Use of my 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. My audit work has been undertaken so that I might state to the company's members those matters I am required to state to them in a Report of the Auditor and for no other purpose. To the fullest extent permitted by law, I do not accept or assume responsibility to anyone other than the company and the company's members as a body, for my audit work, for this report, or for the opinions I have formed.

Graham Powling FCA (Senior Statutory Auditor)

for and on behalf of affinia

Sutherland House

1759 London Road

Leigh On Sea

Essex

SS9 2RZ

30 September 2025

TURNOVER

3

17,433,232

1,069,084

18,502,316

Cost of sales

(9,512,195

)

(903,055

)

(10,415,250

)

GROSS PROFIT

7,921,037

166,029

8,087,066

Distribution costs

(18,413

)

-

(18,413

)

Administrative expenses

(8,001,192

)

(904,776

)

(8,905,968

)

OPERATING LOSS

5

(98,568

)

(738,747

)

(837,315

)

Interest receivable and similar income

11,800

-

11,800

Interest payable and similar expenses

7

(164,615

)

(13,673

)

(178,288

)

LOSS BEFORE TAXATION

(251,383

)

(752,420

)

(1,003,803

)

Tax on loss

8

55,452

-

55,452

LOSS FOR THE FINANCIAL YEAR

(195,931

)

(752,420

)

(948,351

)

Loss attributable to:

Owners of the parent

(755,251

)

Non-controlling interests

(193,100

)

(948,351

)

TURNOVER

3

18,543,659

-

18,543,659

Cost of sales

(9,951,335

)

-

(9,951,335

)

GROSS PROFIT

8,592,324

-

8,592,324

Distribution costs

(16,330

)

-

(16,330

)

Administrative expenses

(7,337,199

)

-

(7,337,199

)

OPERATING PROFIT

5

1,238,795

-

1,238,795

Interest receivable and similar income

5,770

-

5,770

Interest payable and similar expenses

7

(112,622

)

-

(112,622

)

PROFIT BEFORE TAXATION

1,131,943

-

1,131,943

Tax on profit

8

(365,238

)

-

(365,238

)

PROFIT FOR THE FINANCIAL YEAR

766,705

-

766,705

Profit attributable to:

Owners of the parent

659,780

Non-controlling interests

106,925

766,705

(LOSS)/PROFIT FOR THE YEAR

(948,351

)

766,705

OTHER COMPREHENSIVE INCOME

Minorities pre-acquisition reserves

(53,073

)

-

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(53,073

)

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(1,001,424

)

766,705

Total comprehensive income attributable to:

Owners of the parent

(755,250

)

980,511

Non-controlling interests

(246,174

)

(213,806

)

(1,001,424

)

766,705

FIXED ASSETS

Intangible assets

11

413,219

66,228

Tangible assets

12

2,799,636

3,253,878

Investments

13

-

-

3,212,855

3,320,106

CURRENT ASSETS

Stocks

14

2,093,964

1,921,352

Debtors

15

3,830,780

4,432,134

Investments

16

44,993

24,994

Cash at bank and in hand

939,192

709,259

6,908,929

7,087,739

CREDITORS

Amounts falling due within one year

17

5,212,686

4,793,472

NET CURRENT ASSETS

1,696,243

2,294,267

TOTAL ASSETS LESS CURRENT LIABILITIES

4,909,098

5,614,373

CREDITORS

Amounts falling due after more than one year

18

(2,007,902

)

(2,000,513

)

PROVISIONS FOR LIABILITIES

22

(142,332

)

(189,639

)

NET ASSETS

2,758,864

3,424,221

CAPITAL AND RESERVES

Called up share capital

23

1,050,003

1,050,000

Retained earnings

24

1,783,579

2,556,030

SHAREHOLDERS' FUNDS

2,833,582

3,606,030

NON-CONTROLLING INTERESTS

(74,718

)

(181,809

)

TOTAL EQUITY

2,758,864

3,424,221

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

A S Faulkner - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

2,151,189

2,392,433

Investments

13

1,225,496

1,820,264

3,376,685

4,212,697

CURRENT ASSETS

Debtors

15

1,155,322

1,164,609

Investments

16

44,993

24,994

Cash at bank

123,372

99,427

1,323,687

1,289,030

CREDITORS

Amounts falling due within one year

17

1,642,153

1,959,291

NET CURRENT LIABILITIES

(318,466

)

(670,261

)

TOTAL ASSETS LESS CURRENT LIABILITIES

3,058,219

3,542,436

CREDITORS

Amounts falling due after more than one year

18

(1,574,102

)

(1,718,561

)

PROVISIONS FOR LIABILITIES

22

(25,125

)

(35,110

)

NET ASSETS

1,458,992

1,788,765

CAPITAL AND RESERVES

Called up share capital

23

1,050,003

1,050,000

Retained earnings

24

408,989

738,765

SHAREHOLDERS' FUNDS

1,458,992

1,788,765

Company's (loss)/profit for the financial year

(329,776

)

125,990

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 30 September 2025 and were signed on its behalf by:

M Barnes - Director

Called up

share

Retained

Non-controlling

Total

capital

earnings

Total

interests

equity

£

£

£

£

£

Balance at 1 January 2023

1,050,000

2,128,170

3,178,170

31,997

3,210,167

Changes in equity

Dividends

-

(231,920

)

(231,920

)

-

(231,920

)

Total comprehensive income

-

659,780

659,780

(213,806

)

445,974

Balance at 31 December 2023

1,050,000

2,556,030

3,606,030

(181,809

)

3,424,221

Changes in equity

Issue of share capital

3

-

3

-

3

Dividends

-

(17,200

)

(17,200

)

-

(17,200

)

Total comprehensive income

-

(755,251

)

(755,251

)

(246,174

)

(1,001,425

)

1,050,003

1,783,579

2,833,582

(427,983

)

2,405,599

Capital returned to minorities

-

-

-

353,264

353,264

Balance at 31 December 2024

1,050,003

1,783,579

2,833,582

(74,719

)

2,758,863

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

1,050,000

785,395

1,835,395

Changes in equity

Dividends

-

(172,620

)

(172,620

)

Total comprehensive income

-

125,990

125,990

Balance at 31 December 2023

1,050,000

738,765

1,788,765

Changes in equity

Issue of share capital

3

-

3

Total comprehensive income

-

(329,776

)

(329,776

)

Balance at 31 December 2024

1,050,003

408,989

1,458,992

Cash flows from operating activities

Cash generated from operations

1

574,892

1,135,521

Interest paid

(155,055

)

(86,045

)

Interest element of hire purchase payments paid

(23,233

)

(26,577

)

Tax paid

(12,440

)

(12,617

)

Taxation refund

-

35,616

Net cash from operating activities

384,164

1,045,898

Cash flows from investing activities

Purchase of intangible fixed assets

(396,068

)

(19,722

)

Purchase of tangible fixed assets

(190,735

)

(1,177,605

)

Sale of tangible fixed assets

387,802

-

Cash balance acquired in the year

18,938

-

Unlisted Investments

(19,999

)

-

Interest received

11,800

5,770

Net cash from investing activities

(188,262

)

(1,191,557

)

Cash flows from financing activities

New loans in year

559,785

1,075,000

Loan repayments in year

(313,456

)

(413,030

)

Capital repayments in year

(62,272

)

(141,317

)

Amount withdrawn by directors

(132,829

)

(372,952

)

Share issue

3

-

Equity dividends paid

-

(231,920

)

Dividends paid to minority interests

(17,200

)

-

Net cash from financing activities

34,031

(84,219

)

Increase/(decrease) in cash and cash equivalents

229,933

(229,878

)

Cash and cash equivalents at beginning of year

2

709,259

939,137

Cash and cash equivalents at end of year

2

939,192

709,259