TBD Owen Holland Holdings Limited

Group Strategic Report, Report of the Directors and

Audited Consolidated Financial Statements for the Year Ended 31 March 2025

DIRECTORS:

V L Heycock

S C Meredith

P L Summers

SECRETARY:

D E Bradshaw

REGISTERED OFFICE:

Waterton House

Broadcastle Avenue

Waterton Industrial Estate

Bridgend

CF31 3US

REGISTERED NUMBER:

08966138

SENIOR STATUTORY AUDITOR:

Andrew Miller FCA

AUDITORS:

BPU Limited

Chartered Accountants

Statutory Auditor

Radnor House

Greenwood Close

Cardiff Gate Business Park

Cardiff

CF23 8AA

The directors present their strategic report of the company and the group for the year ended 31 March 2025.

REVIEW OF BUSINESS

Trading performance during the financial year has remained strong across both existing and new customers. Although turnover has dipped slightly during the period, gross margins have improved significantly as a result of a continued focus on operational efficiencies and the elimination of unnecessary costs.

The company's strategic objective to increase turnover to £25 million over the next five years remains a key priority. This growth is expected to be driven by the extensive product development undertaken in recent years, which continues to progress. Investment in the development of all-electric vehicles is of strategic importance, ensuring sustainable future revenue streams while aligning the business with global sustainability goals within the aerospace sector.

PRINCIPAL RISKS AND UNCERTAINTIES

The management of the business and execution of strategy are subject to a number of risks. Key business risks principally relate to market competition, both from a national and international perspective. Business risks are reviewed regularly by the directors and appropriate processes are put in place to monitor and mitigate their impact.

FINANCIAL POSITION

The financial position of the group is set out in the balance sheet on page 10.

KEY PERFORMANCE INDICATORS (KPIS)

The directors consider that KPI's of the business relate to turnover and operating profit.

FUTURE DEVELOPMENTS

The directors carry out a strategic review of the business on an annual basis and consider that it is well positioned to take advantage of business opportunities as demand continues to increase. Costs are under strict control and the facilities available are seen as adequate for trade anticipated during this period. A focus on sales in the sectors that have shown to be resilient is in place and success in sales of newly developed products to new and existing customers has been made.

THIS REPORT WAS APPROVED BY THE BOARD:

S C Meredith - Director

23 December 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of the design, manufacture and installation of aircraft ground support equipment and specialist access solutions.

DIVIDENDS

No dividends will be distributed for the year ended 31 March 2025.

DIRECTORS

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

V L Heycock

S C Meredith

P L Summers

Other changes in directors holding office are as follows:

S G Williams - resigned 24 July 2024

FINANCIAL RISK MANAGEMENT

The company's operations expose it to a variety of financial risks that include the effect of changes in market prices, credit risk, liquidity risk and interest rate cash flow risk. The company has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the company by monitoring levels of debt finance and the related finance costs. In addition the company has a diverse product portfolio which reduces reliance on any one business sector.

Given the size of the company, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The policy set by the board of directors is implemented by the company's finance department.

Price risk

The company is not exposed to any significant commodity price risk.

Credit risk

The company has implemented policies that require appropriate credit checks on potential customers before sales are made. The amount of exposure of any individual counterparty is subject to a limit which is assessed regularly by the board.

Liquidity, interest rate cash flow risk

The company actively monitors and forecasts its liquidity and cash flow position to ensure sufficient funds are available to fund all current and forecast activities.

RESEARCH AND DEVELOPMENT

The company invests in research and development to expand its product offering and incurred £550,469 (2024: £274,844) of expenditure during the year which has been capitalised.

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 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 auditors are aware of that information.

THIS REPORT WAS APPROVED BY THE BOARD:

S C Meredith - Director

23 December 2025

Opinion

We have audited the financial statements of TBD Owen Holland Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the Consolidated Profit & Loss Account, 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 March 2025 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 four, 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:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risks of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, 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.

The laws and regulations that we determined were most significant to the company were the Companies Act, UK corporate tax laws, Employment Rights Act, Health and Safety regulations and ISO9001 Quality Management System standard.

We obtained an understanding of how the company is complying with those laws and regulations by making enquiries to the management, and corroborated these enquiries through our review of board minutes and review of legal and professional spend for the year.

We assessed the susceptibility of the companys financial statements to material misstatement, including how fraud might occur, and did not identify any key audit matters relating to irregularities, including fraud. We assessed the effectiveness of internal controls that management has in place to prevent and detect fraud, including testing of manual journals and evaluating the assumptions and judgements made by management in its significant accounting estimates.

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 Miller FCA (Senior Statutory Auditor)

for and on behalf of BPU Limited

Chartered Accountants

Statutory Auditor

23 December 2025

TURNOVER

3

10,519,253

12,489,307

Cost of sales

(5,975,408

)

(8,339,476

)

GROSS PROFIT

4,543,845

4,149,831

Distribution costs

(177,970

)

(218,801

)

Administrative expenses

(3,957,723

)

(3,185,287

)

408,152

745,743

Other operating income

4

47,358

191,042

OPERATING PROFIT

6

455,510

936,785

Interest receivable & similar income

-

310

455,510

937,095

Interest payable and similar expenses

7

(426,890

)

(480,738

)

PROFIT BEFORE TAXATION

28,620

456,357

Tax on profit

8

24,588

(172,437

)

PROFIT FOR THE FINANCIAL YEAR

53,208

283,920

FIXED ASSETS

Intangible assets

10

2,834,370

2,753,127

Tangible assets

11

3,845,636

4,056,507

Investments

12

-

-

6,680,006

6,809,634

CURRENT ASSETS

Stocks

13

1,741,639

1,501,153

Debtors

14

2,041,068

1,953,843

Cash at bank

563,689

1,846,630

4,346,396

5,301,626

CREDITORS

Amounts falling due within one year

15

3,791,167

4,548,263

NET CURRENT ASSETS

555,229

753,363

TOTAL ASSETS LESS CURRENT LIABILITIES

7,235,235

7,562,997

CREDITORS

Amounts falling due after more than one year

16

(2,952,226

)

(3,307,196

)

PROVISIONS FOR LIABILITIES

20

(779,000

)

(805,000

)

NET ASSETS

3,504,009

3,450,801

CAPITAL AND RESERVES

Called up share capital

21

185

185

Share premium

308,146

308,146

Revaluation reserve

783,209

791,150

Retained earnings

2,412,469

2,351,320

SHAREHOLDERS' FUNDS

3,504,009

3,450,801

The financial statements were approved by the Board of Directors and authorised for issue on 23 December 2025 and were signed on its behalf by:

S C Meredith - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

1,756,259

1,756,170

1,756,259

1,756,170

CURRENT ASSETS

Debtors

14

25,000

-

CREDITORS

Amounts falling due within one year

15

811,448

602,639

NET CURRENT LIABILITIES

(786,448

)

(602,639

)

TOTAL ASSETS LESS CURRENT LIABILITIES

969,811

1,153,531

CREDITORS

Amounts falling due after more than one year

16

734,748

783,009

NET ASSETS

235,063

370,522

CAPITAL AND RESERVES

Called up share capital

21

185

185

Share premium

308,146

308,146

Retained earnings

(73,268

)

62,191

SHAREHOLDERS' FUNDS

235,063

370,522

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

(135,459

)

452,197

The financial statements were approved by the Board of Directors and authorised for issue on 23 December 2025 and were signed on its behalf by:

S C Meredith - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 April 2023

195

2,064,722

324,802

Changes in equity

Purchase of own shares

(10

)

(21,800

)

-

Transfer

-

16,667

(16,657

)

Total comprehensive income

-

283,920

-

Transfer

-

7,811

-

Balance at 31 March 2024

185

2,351,320

308,145

Changes in equity

Total comprehensive income

-

53,208

-

Transfer

-

7,941

-

Balance at 31 March 2025

185

2,412,469

308,145

Capital

Revaluation

redemption

Total

reserve

reserve

equity

£

£

£

Balance at 1 April 2023

798,961

-

3,188,680

Changes in equity

Purchase of own shares

-

10

(21,800

)

Transfer

-

(10

)

-

Total comprehensive income

-

-

283,920

Transfer

(7,811

)

-

-

Balance at 31 March 2024

791,150

-

3,450,800

Changes in equity

Total comprehensive income

-

-

53,208

Transfer

(7,941

)

-

-

Balance at 31 March 2025

783,209

-

3,504,008

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 April 2023

195

(384,873

)

324,802

-

(59,876

)

Changes in equity

Purchase of own shares

(10

)

(21,800

)

-

10

(21,800

)

Transfer

-

16,667

(16,657

)

(10

)

-

Total comprehensive income

-

452,197

-

-

452,197

Balance at 31 March 2024

185

62,191

308,145

-

370,521

Changes in equity

Total comprehensive income

-

(135,459

)

-

-

(135,459

)

Balance at 31 March 2025

185

(73,268

)

308,145

-

235,062

Cash flows from operating activities

Cash generated from operations

1

(1,741

)

1,588,960

Interest paid

(379,934

)

(435,638

)

Interest element of finance lease payments paid

(46,956

)

(45,100

)

Tax paid

70,041

17,381

Net cash from operating activities

(358,590

)

1,125,603

Cash flows from investing activities

Purchase of intangible fixed assets

(550,469

)

(274,844

)

Purchase of tangible fixed assets

(64,256

)

(218,349

)

Sale of tangible fixed assets

-

75,000

Interest received

-

310

Net cash from investing activities

(614,725

)

(417,883

)

Cash flows from financing activities

Increase/(decrease) in loans

(309,626

)

459,144

Share buyback

-

(21,800

)

Net cash from financing activities

(309,626

)

437,344

(Decrease)/increase in cash and cash equivalents

(1,282,941

)

1,145,064

Cash and cash equivalents at beginning of year

2

1,846,630

701,566

Cash and cash equivalents at end of year

2

563,689

1,846,630

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

2025

2024

£

£

Profit before taxation

28,620

456,357

Depreciation charges

744,353

705,148

Profit on disposal of fixed assets

-

(4,273

)

R&D income

-

(127,802

)

Finance costs

426,890

480,738

Finance income

-

(310

)

1,199,863

1,509,858

(Increase)/decrease in stocks

(240,486

)

650,955

Increase in trade and other debtors

(87,225

)

(661,645

)

(Decrease)/increase in trade and other creditors

(873,893

)

89,792

Cash generated from operations

(1,741

)

1,588,960

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 March 2025

31/3/25

1/4/24

£

£

Cash and cash equivalents

563,689

1,846,630

Year ended 31 March 2024

31/3/24

1/4/23

£

£

Cash and cash equivalents

1,846,630

701,566

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1/4/24

Cash flow

At 31/3/25

£

£

£

Net cash

Cash at bank

1,846,630

(1,282,941

)

563,689

1,846,630

(1,282,941

)

563,689

Debt

Finance leases

(436,718

)

94,510

(342,208

)

Debts falling due within 1 year

(1,625,540

)

1,955

(1,623,585

)

Debts falling due after 1 year

(2,995,248

)

213,161

(2,782,087

)

(5,057,506

)

309,626

(4,747,880

)

Total

(3,210,876

)

(973,315

)

(4,184,191

)

1.	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 as modified by the revaluation of certain assets.

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:

-

the company has transferred the significant risks and rewards of ownership to the buyer;

-

the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

-

the amount of turnover can be measured reliably;

-

it is probable that the company will receive the consideration due under the transaction;

-

the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue in relation to construction contracts is recognised in the accounting period in which the services are rendered when the outcome of contract can be estimated reliably. The company uses the percentage of completion method based on the actual service performed as a percentage of the total services to be provided. The amount by which revenue recognised exceeds invoiced sales, is shown under debtors as amounts recoverable on contracts.

Intangible assets

Intangible assets are stated at cost less accumulated amortisation and accumulated impairment losses. Amortisation is calculated, using the straight-line method, to allocate the depreciable amount of the assets to their residual values over their estimated useful lives as follows:

Development costs - 10 years

Amortisation is charged to Administrative expenses in the statement of comprehensive income. Amortisation is not charged in the period of capitalisation.

Where factors, such as technological advancement or changes in market price, indicate that residual value or useful life have changed, the residual value, useful life or amortisation rate are amended prospectively to reflect the new circumstances.

The assets are reviewed for impairment if the above factors indicated that the carrying amount may be impaired.

Research costs are recognised as an expense as incurred.

Development costs that are directly attributable to the design and testing of identifiable and unique products controlled by the company are recognised as intangible assets when the following criteria are met:

-

It is technically feasible to complete the asset so that it will be available for use;

-

Management intends to complete the asset and to use or sell it;

-

There is an ability to use or sell the asset;

-

It can be demonstrated how the asset will generate probable future economic benefits;

-

Adequate technical, financial and other resources to complete the development and to use or sell the asset are available; and

-

The expenditure attributable to the asset during its development can be reliably measured.

Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.

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

-

2% straight line

Plant and machinery

-

15% straight line

Fixtures and fittings

-

25% straight line

Freehold land is not depreciated.

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 Profit & Loss Account, 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.

The company claims an R&D rebate and as such discloses the refund due as other operating income.