REGISTERED NUMBER: 03115251 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 December 2025

for

Tecoglas Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Statement of Comprehensive Income

9

Statement of Financial Position

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

Directors:

I Westwood

R Emmett

D C Eyles

Secretary:

D C Eyles

Registered office:

60 Savile Street East

Sheffield

S4 7UQ

Registered number:

03115251 (England and Wales)

Senior statutory auditor:

Robin Graham Mason FCCA

Auditors:

Acre Accountancy Limited

Statutory Auditor

Certified Accountants

Unit 2 Foley Works

Foley Trading Estate

Hereford

Herefordshire

HR1 2SF

The directors present their strategic report for the year ended 31 December 2025.

Review of business

The principal activities of the company during the year were the design, procurement, supply and commissioning of glass melting furnaces. The company provides its services either on a turnkey basis or separately according to customer requirements.

The company has exceeded the level of turnover seen in the prior year and maintained a similar strong level of profit due to significant projects undertaken in the current financial period. The directors continue to take a cautious approach to cost pressures within the industry and the company maintains appropriate policies to limit the risk of future cost increases on existing projects.

The Directors monitor the KPI of the subsidiaries as follows:

Performance is reviewed on a contract by contract basis, measuring actual performance against original and revised estimates.

Principal risks and uncertainties

The directors consider the main financial risks of the company lie in the areas of interest rates, foreign exchange, pricing (including global inflation) and liquidity. The directors have assessed the current and foreseeable future risks in those areas and consider that:

1. The company has little current or foreseeable interest rate risk. The sole means by which an exposure to interest might occur is the cost of any banking facility available to the company at a group level. However, the group consistently does not use the available facility nor do the directors foresee any need to do so.

2. The company transacts some business in foreign currencies. Whenever possible, large transactions are covered by an appropriate form of currency management, be that by forward currency contracts, by means such as the use of currency accounts or by ensuring that both supply and purchase elements of individual contracts are enacted in the same currency. The directors recognise that an element of risk is always present because the nature of such transactions is that the timing thereof is not readily predictable and thus a residual risk is always present.

3. The company's exposure to price risk is low. As the majority of trade is long term contracts, prices are estimated from the company's database of current prices, with suitable allowance for changes. Once a contract is in place, the prices are fixed as far as is commercially possible on both the supply and purchase elements and so risk is minimised.

Both during and for some time after the execution of contracts, the company may be required to meet the costs of rectification work and warranty claims, either due to express contractual obligations or commercial pressure. The company seeks to manage these potential liabilities by means of detailed project management and close quality control of both the company's and their sub suppliers' work and also by including corresponding liabilities in contracts with sub suppliers. If the company becomes aware that such rectification or warranty costs are likely to be incurred, appropriate provision will be made in the accounts.

4. The company has access to considerable financial resources at a group level, along with a banking facility which is available to all of the group companies. Also, the current projections of the business for the reasonably foreseeable future give every indication that both the company and the group will continue to perform in a financially positive manner.

On behalf of the board:

D C Eyles - Director

23 March 2026

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

Dividends

An interim dividend of £186,979.50 per share was paid on 31 December 2025. The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 31 December 2025 will be £ 373,959 .

Directors

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

I Westwood

R Emmett

D C Eyles

Other changes in directors holding office are as follows:

M P Davies - resigned 29 October 2025

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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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, Acre Accountancy Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

On behalf of the board:

D C Eyles - Director

23 March 2026

Opinion

We have audited the financial statements of Tecoglas Limited (the 'company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, Statement of Financial Position, 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 2025 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 Auditors' 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 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 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.

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, 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 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 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:

We enquired with management about the legal framework that the company operates in. We also enquired about the risk of fraud and whether they were aware of any instances of fraud.

We communicated the outcome of this risk assessment with the audit team and planned our audit work accordingly. Our work in these areas is limited to analytical procedures and inspection of relevant documentation. Where a breach of operational regulations is not disclosed to us, or it is not evident from documentation that we receive during the audit, an audit will not detect that breach.

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.

Robin Graham Mason FCCA (Senior Statutory Auditor)

for and on behalf of Acre Accountancy Limited

Statutory Auditor

Certified Accountants

Unit 2 Foley Works

Foley Trading Estate

Hereford

Herefordshire

HR1 2SF

23 March 2026

TURNOVER

3

22,175,560

13,491,059

Cost of sales

(21,004,465

)

(11,572,053

)

GROSS PROFIT

1,171,095

1,919,006

Administrative expenses

(484,428

)

(1,160,287

)

OPERATING PROFIT

5

686,667

758,719

Interest receivable and similar income

88,096

39,892

774,763

798,611

Interest payable and similar expenses

6

(1,965

)

-

PROFIT BEFORE TAXATION

772,798

798,611

Tax on profit

7

(186,968

)

(200,514

)

PROFIT FOR THE FINANCIAL YEAR

585,830

598,097

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

585,830

598,097

FIXED ASSETS

Tangible assets

9

-

-

Investments

10

2

2

2

2

CURRENT ASSETS

Debtors

11

14,101,191

1,189,108

Cash at bank and in hand

3,026,521

11,974,462

17,127,712

13,163,570

CREDITORS

Amounts falling due within one year

12

(16,372,674

)

(12,620,403

)

NET CURRENT ASSETS

755,038

543,167

TOTAL ASSETS LESS CURRENT LIABILITIES

755,040

543,169

CAPITAL AND RESERVES

Called up share capital

14

2

2

Share premium

15

24,998

24,998

Retained earnings

15

730,040

518,169

SHAREHOLDERS' FUNDS

755,040

543,169

The financial statements were approved by the Board of Directors and authorised for issue on 23 March 2026 and were signed on its behalf by:

D C Eyles - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2024

2

(79,928

)

24,998

(54,928

)

Changes in equity

Total comprehensive income

-

598,097

-

598,097

Balance at 31 December 2024

2

518,169

24,998

543,169

Changes in equity

Dividends

-

(373,959

)

-

(373,959

)

Total comprehensive income

-

585,830

-

585,830

Balance at 31 December 2025

2

730,040

24,998

755,040

1.	STATUTORY INFORMATION

Tecoglas Limited 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.	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.

In the preceding reporting period the liabilities of the company exceeded its assets, however the liabilities included amounts owed to group companies. The group companies indicated their ongoing support for the company. As a result of undertaking new profitable contracts, the balance sheet deficiency has been reversed. The directors continue to consider the company to be a going concern and have prepared these accounts on that basis.

Financial Reporting Standard 102 - reduced disclosure exemptions

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);

•

the requirement of paragraph 33.7.

Preparation of consolidated financial statements

The financial statements contain information about Tecoglas Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, BDW Holding Company Limited, 60 Savile Street East, Sheffield, S4 7UQ.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for sale of goods and services in the ordinary nature of business. Turnover is shown, net of Value Added Tax, of goods and services provided to customers and in the case of long term contracts, credit is taken appropriate to the stage of completion when the outcome of the contract can be ascertained with reasonable certainty.

Tangible fixed assets

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

Plant & Machinery

- 20% on cost

Motor Vehicles

- 25% on cost in first year, 15% in following years

Equipment

- 20% - 25% on cost

Motor vehicles have an estimated residual value of 15% on cost.

Depreciation is based on original cost to the group.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Financial instruments

Financial instruments are classified and accounted for according to the substance of the contractual arrangement. They are classified as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

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.

Where the company enters into a lease which entails taking substantially all the risks and rewards of ownership of an asset, the lease is treated as a finance lease. The asset is recorded in the balance sheet as a tangible fixed asset and is depreciated in accordance with the depreciation policy for that class of asset. Future instalments under such leases, net of finance charges, are included within creditors.

Pension costs and other post-retirement benefits

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

Long term contracts

Long term contracts are assessed on a contract by contract basis and reflected in the profit and loss account by recording turnover and related costs as contract activity progresses. Turnover is ascertained by calculating the appropriate stage of completion of each contract. Long term contracts are disclosed in the balance sheet as follows:

- The amount by which recorded turnover is in excess of payments on account are classified as amounts recoverable on contracts and disclosed within debtors.

- The balance of payments on account not recognised as turnover are classified as such and disclosed within creditors.

Contract costs incurred in advance of a contract becoming active are shown as overhead expenses when incurred. At the point where a contract becomes active these costs are transferred to cost of sales as a contract cost, and accounted for as above.

3.

TURNOVER

No geographical analysis has been provided as the directors consider that to do so would be prejudicial to the company's interests.

Turnover is derived from long term construction contracts.

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

715,708

591,344

Social security costs

72,892

51,234

Other pension costs

53,433

45,887

842,033

688,465

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

2025

2024

Directors

4

4

Engineering

13

11

17

15

2025

2024

£

£

Directors' remuneration

-

-

5.	OPERATING PROFIT

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

2025

2024

£

£

Other operating leases

29,161

27,447

Foreign exchange differences

(307,804

)

126,323

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

HMRC late payment interest

1,965

-

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

186,968

200,514

Tax on profit

186,968

200,514

8.

DIVIDENDS

2025

2024

£

£

Ordinary shares of £1 each

Interim

373,959

-

9.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

machinery

fittings

Totals

£

£

£

Cost

At 1 January 2025

and 31 December 2025

2,799

4,055

6,854

Depreciation

At 1 January 2025

and 31 December 2025

2,799

4,055

6,854

Net book value

At 31 December 2025

-

-

-

At 31 December 2024

-

-

-

10.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

Cost

At 1 January 2025

and 31 December 2025

2

Net book value

At 31 December 2025

2

At 31 December 2024

2

The company owns 100% of the issued ordinary share capital of the companies listed below:-

2025

2024

£

£

Aggregate capital and reserves

Elemelt Limited (dormant)

2

2

TECO/Elemelt Limited (dormant)

2

2

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

7,546,693

198,067

Amounts owed by group undertakings

2,373,446

492,693

Amounts recoverable on contract

701,955

265,299

Other debtors

745

-

VAT

476,346

220,698

Prepayments and accrued income

3,002,006

12,351

14,101,191

1,189,108

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Payments on account

7,632,296

6,975,011

Trade creditors

5,399,556

1,394,963

Amounts owed to group undertakings

2,514,539

1,633,516

Tax

64,217

142,764

Social security and other taxes

124,475

142,592

Other creditors

-

87,055

Accruals and deferred income

637,591

2,244,502

16,372,674

12,620,403

13.	SECURED DEBTS

The company has entered into a Composite Accounting Agreement dated 11/01/2012 (The "Agreement"). Each participating company has provided a guarantee to the Bank. Under the terms of the Agreement and the guarantees, the Bank is authorised to allow set-off for interest purposes and in certain circumstances to seize credit balances and apply them in reduction of liabilities including debit balances within the Composite Accounting System.

The companies renewed their cross guarantees and debenture containing a fixed and floating charge over the companies assets in favour of Barclays bank between BDW Holding Company Limited, KTG Engineering Limited, Teco Europe Limited, Tecoglas Limited and Zedtec Limited on 29/05/2025. This superseded the previous guarantee and debenture dated 28/06/2005.

14.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

2

Ordinary

£1

2

2

15.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2025

518,169

24,998

543,167

Profit for the year

585,830

585,830

Dividends

(373,959

)

(373,959

)

At 31 December 2025

730,040

24,998

755,038

16.	PENSION COMMITMENTS

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contribution payable by the company to the fund and amounted to £53,433 (2024 - £45,887).

17.	CONTINGENT LIABILITIES

The company is contingently liable for rectification costs under contracts and for penalty payments on default or late completion. Where foreseeable, such costs are provided in the accounts.

Contingent liabilities exist for which no provision has been made in the accounts in respect of borrowings and contracts of this company, BDW Holding Company Limited, Teco Europe Limited, KTG Engineering Limited and Zedtec Limited.

There are no current claims outstanding in the opinion of the directors.

18.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

During the year the company made sales and incurred purchases and other costs in the ordinary course of its trade at arms length with other group companies.

19.	PARENT UNDERTAKING

Tecoglas Limited is a 100% subsidiary of BDW Holding Company Limited, a company incorporated in the United Kingdom.

20.	ULTIMATE PARENT COMPANY

Intertec Corporation (incorporated in United States of America) is the company's ultimate parent company.