The directors present the strategic report for the year ended 31 December 2025 for TSL Limited (the "Company" or "TSL").
Review of Business
2025 has been another strong year of continued growth for the Company and our results demonstrate a very positive and robust financial performance. The Company achieved revenues of £591.6 million (2024: £526.6 million), with a gross profit of £35.5 million (2024: £38.4 million). The Company’s profit after tax for the year amounted to £18.5 million (2024: £19.8 million). The Company has carefully managed its working capital during 2025 as turnover has increased, with very strong positive cash inflows of £20.3 million (2024: £18.3 million) in the year. The Company has secured a strong pipeline of projects for 2026 and is forecasting revenues above £600 million.
The Company continued to deliver on its proven points of difference with safety, quality, schedule and cost efficiency remaining our primary focuses. This year we have continued to strengthen our partnerships with our longstanding clients and a significant level of our business continues to come from these existing international relationships.
We further strengthened our position in the data centre sector in 2025. With further, highly prestigious data centre projects completed across the UK throughout the year, and more commencing, we are proud to be delivering exceptional digital infrastructure for our valued hyperscale and colocation clients.
2025 also saw the Company uphold its long-held reputation as a leader in the logistics sector with further large projects completed for international clients on time and on budget. In particular, this year also saw TSL develop our expertise in complex, automated logistics environments as well as airside logistics projects, including completing a state-of-the-art aircraft engineering hangar for Jet2. This project underscored TSL’s expertise in delivering, high-value aviation infrastructure, built to support innovation, efficiency, and client growth.
In line with our plans to extend our work across the automated cold store sector year, we have worked across a range of cold chain logistics facilities across the UK with a further pipeline of work for 2026. A number of these projects have been completed for clients we are proud to work with across multiple territories, representing our commitment to building long-term, meaningful partnerships to support our clients’ international expansion.
TSL continues to lead in the food sector and 2025 saw construction begin on the fourth facility at SmartParc SEGRO Derby, a state-of-the-art food park which will provide 2 million sq. ft of dedicated production space for the food industry when fully complete. The fourth project on site is being delivered for a major international food group, who will formally announce their new facility in 2026. We were privileged to host the UK’s Minister of State for Food Security, Dame Angela Eagle DBE MP, at the Park this year, cementing its reputation as an industry-leading cluster for sustainable growth across the food sector.
Building upon our long-held track record in the Advanced Manufacturing sector, TSL continued work on a highly prestigious automotive project in the UK for a leading global brand in 2025, with further work across the growing advanced manufacturing industry secured for 2026. Our capabilities across the Pharmaceutical sector were also strengthened this year with continued work on a major facility for an international client.
The UK business saw further growth in 2025 and remains a highly diversified business unit, delivering across a broad range of industrial sectors. We continued to grow our operational teams across all regions of the UK, with live projects spread across the country and regional headquarters in Birmingham, Leeds, Newcastle, Lymm, Glasgow and Belfast. Major project completions in 2025 included two significant projects for Greggs plc, a major robotic fulfilment centre in the North East and a major data centre project in the South East. Our strong pipeline for 2026 includes further work for a number of valued international companies with whom we have established long term partnerships, alongside work for a range of new clients.
The Board of Directors continue to work together and ensure a strong and sustainable trajectory for all operations of the business. TSL is well established in our international headquarters at Chalfont Park House in Gerrards Cross where we continue to draw-in strong and capable employees across all disciplines.
Above all, TSL remains proud to deliver exceptional buildings for international clients, supporting expansion strategies of dynamic businesses around the world to drive innovation and growth into 2026 and beyond.
Number One: Safety
Safety is always TSL’s number one priority and is delivered without compromise. At the heart of everything we do is the belief that every person working on a TSL site should return home safe and well to their families and loved ones at the end of each day.
We support this commitment through a proactive approach across our own team, irrespective of job role, to ensure that safety remains the first concern and overriding factor in all of our decision-making. We also continue with our constant engagement with supply chain partners on safety and wellbeing, further strengthening our robust global contractor minimum standards throughout 2025 to ensure we stay ahead of potential hazards and safeguard our people and our projects. These standards now include further detailed procedures for electrical safety across all countries of operation.
Our honest reporting culture is applicable to everyone involved in our projects and our well-embedded reporting chains ensure that any safety matters are escalated swiftly, allowing key learnings from individual projects to be shared across the organisation.
We prioritise constant monitoring and system upgrades to prevent incidents and constantly identify opportunities for enhancement. Prior to commencement on site, TSL develops a detailed site-specific safety plan at pre-construction stage, enabling time for all work packages to be reviewed for inherent risks by the collective project team, with risks minimised or eliminated wherever possible. Our proactive approach ensures that we stay ahead of potential hazards, safeguarding our team and our subcontractor partners.
At TSL, safety is everyone’s responsibility and is embedded at the core of how we operate worldwide. Led by our Group EHS Director, our Health & Safety function delivers expert oversight, governance, and hands-on support across our global project portfolio. Dedicated Health & Safety Managers and Advisors are fully integrated into every project team, ensuring rigorous global standards are consistently implemented on site, addressing local risks while driving compliance, continuous improvement, and a strong safety culture across all TSL sites and offices.
TSL has continued to invest in digital technologies to further enhance the security of our sites and the safety of those entering them. We continue to roll out our integrated facial recognition site access control system across our projects to ensure maximum site security and visibility of live site data from a comprehensive dashboard. This allows us to monitor live high-risk activities as well as planning our well-established toolbox talks, training programmes and safety stand up exercises in line with specific upcoming risks on each project according to scheduled construction phases.
EHS Highlights 2025
In addition to our annual programme of International Safety Stand-Ups, and running a range of initiatives to mark European Safety Week, TSL led its own dedicated Safety Week in 2025. From 9th-13th June, 36 different EHS initiatives took place across our sites to promote our ‘Work Safe : Work Smart’ culture onsite, and feed into our ‘Zero is Possible’ mentality. Through a combination of practical workshops and Toolbox Talks our site teams led a range of practical sessions with our valued sub-contractor partners – from MEWP Recovery to Net Rescues and CPR Training.
Looking forward, our 2026 ‘Safety Stand-Ups’ and ‘International Safety Weeks’ are scheduled ahead of periods where incident and P-SIF risks historically increase. Using actual performance data, our ‘Incident Risk Heat Curve’ highlights periods when engagement, awareness, and proactive controls are most critical. By planning focused initiatives and structured contractor engagement before these risk peaks, we aim to reinforce safe behaviours, maintain safety momentum, and reduce the likelihood of incidents across all projects.
These company-wide safety stand up events will be supported by each projects targeted ‘90-Day EHS Plan’ that addresses programme-critical and safety critical activities, focusing on known patterns and trends relevant to their project.
2025 also saw the roll out of our ‘Top 5’ Training programme, focusing on the top five causes of fatal injury within the construction sector. This roll out will continue throughout 2026 to ensure that we continue to upskill project teams to mitigate risks on site through these targeted, accredited courses.
We are proud to continue supporting the Lighthouse Club Construction Industry Charity who offer a range of support services to industry professionals with a key focus on individual wellbeing. The Lighthouse Club regularly visit TSL sites as part of their ‘Make it Visible’ tour and continued to do so throughout this year. The tour seeks to make the support offered by the charity more visible, communicating the help and support available to construction industry professionals. We look forward to hosting further visits from the charity in 2026.
EHS Awards and Accreditations
TSL were proud to receive a third RoSPA President’s Award for outstanding health and safety performance over a period of 13 years. This prestigious award is only given once 10 or more consecutive Gold Medal Awards have been achieved over a decade, and represents our continued commitment to health and safety excellence.
TSL was also pleased to successfully renew the Alcumus SafeContractor SSIP, CDM & CSR Accreditations. We also retained the Achilles Building Confidence SSIP and Achilles Technology certification in addition to successfully passing the Achilles 1-day Common Assessment Standard (CAS) audit conducted by Achilles external auditors.
Additionally, TSL has successfully retained its ConstructionLine SSIP Gold status, social value certification and “Once For All” SSIP certification (Formerly Acclaim).
The Avetta SSIP accreditation was also successfully renewed with additional audits to increase its international scope.
Following an 8-day recertification audit by two UKAS accredited auditors in December 2025, TSL successfully completed the three yearly recertification audit for the ISO 45001, 14001 & 9001 standards and increased the scope across more territories of operation.
The TSL OSHA HighWire annual renewal was successfully completed with the scope increased to a Global coverage.
Comprehensive Approach to Quality
At TSL, quality is not just a function - it is one of the core foundations of our business. We are driven by a clear mission: to deliver excellence by consistently exceeding client expectations, upholding the highest industry standards, and cultivating a culture of continuous improvement across all levels of the organisation.
Over the past year, we have continued to strengthen our quality framework, including through the roll-out of technical quality training sessions led by our International Head of Quality and external specialist consultants. This structured approach ensures quality assurance is built into every stage of the project lifecycle, from early design through to commissioning and handover.
Our investment in digital transformation has elevated our ability to manage quality at scale. By leveraging web-based platforms, advanced surveying technology, and real-time reporting tools, we offer digital inspection roadmaps, proactive issue tracking, clash detection, and seamless data sharing. These capabilities enable early risk identification, support informed decision-making, and ensure full construction compliance.
We also continue to refine our approach to supply chain management, working with trusted partners who align with our values and standards. Ongoing evaluation and performance monitoring allow us to mitigate risk, maintain quality, and ensure the reliability of delivery throughout the supply chain.
Our commitment to quality is underpinned by the key principles of safety, reliability, regulatory compliance, rigorous commissioning, comprehensive training, and a relentless focus on improvement. These pillars ensure that every project we deliver sets a benchmark for excellence in performance, resilience, and long-term value.
Systems and Continuous Improvement
We continue to recognise the ongoing significance of Continuous Improvement in maintaining the Group’s competitive edge and our well-embedded ‘Lessons Learned’ programme incentivises members of the team to submit all ideas for process improvements across the business.
We have made significant investment in our internal systems capabilities throughout 2025, including the further development of robust cybersecurity infrastructure.
TSL Team
We are proud of the people who have helped to shape TSL, many of whom have been with us for many years. Through their dedication, commitment and close work with our supply chain partners, TSL continues to deliver beyond expectations.
The Group place a great deal of emphasis on looking after our people who are the 'heart' of the TSL family. Further details of how we have strengthened the processes through which we continue to reward our teams for their valued contributions and collect wide-ranging feedback on our overall offer to our people, can be found in the ESG section below.
As the ESG section will detail further, TSL has been pleased to offer a range of internships and work placements to students throughout 2025. Social mobility remains a key focus underpinning our business ethos and we were particularly pleased to offer internships to students from less advantaged background through our continued partnership with the Career Ready charity. We look forward to expanding these crucial opportunities throughout 2026.
It continues to be our ethos to promote from within and we have had several key appointments over the year which has strengthened the Senior Management Team and In-Country Boards of Directors. TSL has also developed strong relationships with leading higher education institutions throughout the year, such as Somerville College, Oxford to ensure a continued flow of graduate talent into the business.
We are proud to have a team representing 28 nationalities across the world and see this diversity of experience and breadth of perspective as a real advantage for our business. We have been pleased to mark many of these national days throughout 2025 with events bringing our teams together. We remain committed to recruiting local talent in each new country of operation, creating opportunities for local people and driving regional economic growth, whilst supporting local apprentices and work experience students on our projects worldwide.
Looking ahead the Group’s new, fully-equipped Learning and Development Centre based in Ireland will be formally launched in 2026. This has been designed to encourage collaboration and support continuous professional development. This investment reflects our commitment to fostering an inclusive environment where everyone can thrive, while also strengthening our ability to attract and retain diverse talent. We are also undertaking a review of our teamship principles across the organisation, to further encourage behaviours that make our culture, and that of the construction industry more broadly, more accessible to all.
Clients' Continued Support
TSL prides itself on developing close relationships with our clients. We are privileged to work with some of the world’s leading brands across all of our key areas of operations, and we have a strong track record of working on multiple projects with the same client. This is our preferred way of working, as it leads to genuine long-term partnerships.
Our teams continue to work assiduously to ensure we have a full understanding of each client’s requirements and key drivers and we remain responsive and accessible to client teams on every project. We look forward to more collaborative engagement with our clients throughout 2026 as we seek to reflect further on key learnings from projects as we continue to drive our high standards of safety, quality, schedule and cost efficiency.
We would like to take the opportunity to thank our clients for their continued support and commit to always offering a service above and beyond expectations.
Specialist Subcontractor Partners
TSL has continued to develop its strategy of working even more closely with selected specialist subcontractors who bring an added dimension of knowledge and skills to our business. We continue to develop our supply chain in line with our growth strategy, whilst supporting trusted long-term subcontractor partners to continue their own growth journey with TSL. We would like to thank them for their support and look forward to sustained growth in the future.
We also work in close partnership with architects, engineers, and specialist contractors, delivering critically important specialist skills. We value these relationships highly, and look to work collaboratively with each of them, for mutual benefit.
As the Company continues to expand, we constantly monitor the performance of our supply chain to ensure that we are managing the level of work we award to individual companies and aligning this with their capabilities. This ensures that we remain loyal to our ongoing partners and facilitate the larger projects that we are undertaking.
Our subcontractor selection process remains careful and methodical, balancing the development of local supply chain partners in each country of operation with our strategic, long-term engagement with international supply chain partners. Our subcontractor pre-qualification processes have been further strengthened in 2025 to ensure rigorous international standards for contractor compliance onboarding and worker screening are in place across all countries of operation.
We have also made continued progress in 2025 towards supporting our partners to continue to raise health and safety, environmental and quality standards. TSL will continue our programme of briefing sessions with our partners alongside audits across all three of these core areas to ensure that these standards are consistently upheld. We held our first supply chain conference in the UK in 2025 and will continue to roll out similar in-person and virtual briefings and workshops throughout 2026.
Financial KPls
The following financial KPIs are used to manage and assess the financial performance of the Group:
Turnover - the turnover of the Company is used as a metric to monitor the healthy flow of projects and helps to track growth. The turnover of the Company increased from £527 million in 2024 to £592 million in 2025 which was in line with management expectations as a significant proportion of project work was secured ahead of the 2025 financial year.
Gross profit margin - Gross profit margin is used on a project-by-project basis and in totality to assess the Company’s performance on projects. The Board sets out gross margin targets based on the project sector, project size, complexity and risk. The Company focusses on margin enhancement across all projects. The gross profit margin during the year was 6.0% (2024: 7.3%). The reduction in margin was in line with the Board’s expectation and budgets. The reduction compared to 2024 was due to the sector mix of projects delivered.
Operating profit margin - the Operating profit margin is used to assess the Group's ability to maintain the gross profit margin after administrative expenses and other operating income. Management closely monitor the administrative expenses to ensure costs are effectively managed. During the year, the operating profit margin decreased from 5.0% to 3.9% primarily due to a reduction in gross margin as described above.
Cash generation – the generation of positive cash inflows is used by the Company as a KPI to ensure it can adequately finance its operations and working capital requirements as it expands. The Company increased its cash position by £20 million during the year (2024: increase of £18 million).
Non-Financial KPIs
The following non-financial KPIs are used to manage and assess the performance of the Group:
Accident frequency rate (AFR) – The AFR is used to monitor and manage the health and safety of the Group across all projects. The Group has continued to see a positive trend for this KPI during 2025.
Waste management – Refer to the ‘Materials and Waste Management’ section within the ‘Our Performance’ section of the strategic report.
Carbon footprint – Refer to the ‘Our Planet’ section within the ‘Our Performance’ section of the ‘Streamlined Energy Carbon Report (SECR)’ section of the strategic report.
Training hours per employee – Refer to the ‘Our People and Communities’ section within the ‘Our Performance’ section of the strategic report.
Environment Social Governance
With our strategy framework we embark on a journey to construct a legacy that harmonises with the planet and builds a resilient and environmentally conscious foundation for generations to come. We recognise that successful construction projects should not merely meet immediate needs but should also act as catalysts for economic growth, social betterment, and environmental preservation and improvement. At the core of our approach is our steadfast commitment to collaborating with clients and value chain to "build" infrastructure responsibly and "beyond" conventional standards. In line with this vision, we introduced our 'Build Beyond' framework, an approach grounded in three core pillars: Our Planet, Our People, and Our Governance. These pillars reflect our ESG commitments, informed by a double materiality assessment and are aligned with an evolving regulatory landscape.
During the 2025 reporting period, sustainability and ESG priorities were systematically integrated into both project delivery strategies and corporate objectives. This strengthened our capacity to meet increasingly rigorous client expectations around responsible delivery and contributed to the successful securing of new work across key sectors.
In parallel, and in anticipation of evolving regulatory requirements, including the finalisation of the EU Corporate Sustainability Reporting Directive (CSRD) and the wider EU Omnibus proposals, the Group undertook an internally led double materiality assessment rather than waiting for formal confirmation of reporting obligations. This forward-looking exercise enabled the Group to identify and validate the sustainability topics most material to the business from both impact and financial risk perspectives.
The outcome of the assessment affirmed the core themes within our existing strategic framework, providing independent validation that our current priorities across climate, responsible supply chains, workforce development and governance are aligned with the areas of greatest relevance to both our operations and stakeholders.
Our Performance
We have elected to report performance for 2025 in accordance with the structure and commitments of the “Build Beyond” framework to enable easier comparison with future strategic report submissions.
Our Build Beyond Framework Our Planet
a. Building Certifications
During 2025, the Group maintained strong performance in sustainable building certifications across its project portfolio. Over the reporting period, 15 BREEAM certifications were achieved across the following grades: six Outstanding, seven Excellent, one Very Good and one Good.
Several projects achieved particularly notable outcomes. Of note in the UK, a project for a global client achieved a 90.1% Outstanding rating at post-construction stage, alongside an additionally impressive 100% diversion of construction waste from landfill.
Alongside project delivery, we continued to strengthen our internal capability to manage and deliver sustainability certifications. The TSL sustainability team now includes three qualified BREEAM Accredited Professionals (APs), with a further six colleagues currently undertaking training due for completion in 2026.
Looking ahead, the Group has a strong pipeline of projects scheduled for completion in 2026 targeting high standards of BREEAM and LEED certification; this includes several large-scale industrial, logistics and data centre developments across the UK.
b. Net Zero Emissions & Energy Efficiency
We continued to advance our net zero transition through a combination of targeted corporate initiatives and project-level interventions aimed at reducing both operational and embodied carbon.
Corporate initiatives
During the year, we strengthened the Group’s approach to energy management through a combination of procurement strategy and operational improvements. Strategic agreements were established with our purchasing function covering fuel supply and office energy procurement, enabling more consistent oversight of energy sourcing, pricing and emissions performance across the business. As part of this approach, the electricity supply to our head office facilities was transitioned to energy backed by REGO certificates, materially offsetting the Group’s Scope 2 emissions profile.
In parallel, we progressed Phase 4 of the UK Energy Savings Opportunity Scheme (ESOS), enhancing governance over energy consumption while identifying further opportunities to improve operational efficiency. Fleet emissions remain a priority within Scope 1, with the continued deployment of Lightfoot technology and enhanced fleet monitoring improving driver behaviour, reducing idling and delivering measurable improvements in fuel efficiency.
Project Delivery
We continue our very strong focus on making a meaningful contribution to our decarbonisation pathway, with targeted design and specification decisions delivering measurable reductions in both operational and embodied carbon. The UK Grimsby development achieved all nine available BREEAM Energy 01 credits and secured an A+ EPC rating, demonstrating exemplary operational energy performance. At Corby, design optimisation and material specification improvements delivered reductions in both embodied and operational carbon, including enhanced material efficiency, use of x-carb steel, glulam frame office structure and the increased use of GGBS within the concrete mix, supported by closer engagement with the supply chain to strengthen the quality and transparency of carbon-related data.
Further evidence of our approach can be seen at the Kettering project, where the Stage 3 tender embodied carbon model estimated 21,998 tCO₂e (761 kgCO₂e/m²). The final as-built model reduced this to 16,775 tCO₂e (581 kgCO₂e/m²), representing a reduction of approximately 5,200 tCO₂e and 180 kgCO₂e/m², equivalent to a 24% reduction in embodied carbon following TSL’s involvement.
Taken together, these outcomes demonstrate how disciplined design management, supply chain engagement and material optimisation are delivering measurable carbon reductions across our projects while strengthening the Group’s overall energy and carbon management capability. This positions the business to respond proactively to tightening regulatory frameworks and increasingly demanding client expectations.
c. Materials & Waste Management
The Group prioritises efficient material use and responsible waste management across its projects, working closely with design teams and supply chain partners to reduce material consumption, maximise reuse and divert waste from landfill. Environmental performance is supported using Environmental Product Declarations (EPDs) and recognised material certifications, enabling more informed specification decisions and improved visibility of embodied carbon. For client projects, TSL also undertakes Life Cycle Assessments (LCA) and Life Cycle Costing (LCC) to evaluate the environmental and financial implications of material and design choices over the life of the asset.
On a recent project, three existing buildings were carefully dismantled, enabling the reuse of structural components and the repurposing of over 102 tonnes of steel. Additional elements including rafters, roller doors and eaves channels were recovered for reuse, while concrete, brick and tarmac were crushed on site and reused as aggregate. These measures reduced waste generation, minimised the use of virgin materials and supported a more circular approach to construction.
d. Water Management
Throughout the year, we strengthened our water management controls with a clear focus on risk prevention, asset protection and financial resilience. Effective water management is an environmental priority for the Group and a critical component of construction risk control, reducing the potential for water ingress, system failure, programme disruption and associated insurance exposure.
In 2025, TSL aligned its construction activities with the standards issued by CIREG, the construction insurance risk engineers’ group. CIREG guidance is centred on ensuring that robust mechanisms are in place to prevent loss and water damage, protect installed assets and reduce the likelihood of significant claims. We have applied these standards across two key areas: (i) the use and management of construction sites, including temporary works, drainage controls and monitoring; and (ii) the protection and commissioning of permanent water-related assets installed as part of the works. This alignment strengthens our approach to loss prevention, improves insurability and enhances consistency across projects.
As TSL continues to expand within the data centre sector, we are increasingly operating on sites where historical or adjacent land use presents elevated environmental risk. This has required a higher level of technical oversight, particularly in relation to contaminated land and groundwater management, such as PFAS and hydrocarbon-related risks. In response, we have strengthened both internal controls and specialist supply chain capability to ensure remediation, monitoring and compliance measures are proportionate to site-specific risk.
We also completed a targeted retrofit programme at head office, delivering upgrades to building systems and energy performance. These improvements have significantly reduced energy intensity on a per-employee basis, resulting in a more efficient and lower-emissions working environment.
e. Biodiversity & Net Gain
Our approach integrates ecological protection and value into site design from the earliest stages, ensuring that development enhances rather than displaces local habitat. In the UK, this aligns with evolving planning policy, including the delivery of measurable Biodiversity Net Gain (BNG), embedding ecological enhancement as a core component of project design and land use strategy.
A recent project within a live manufacturing environment demonstrates this approach in practice. A biodiverse green roof was delivered to strengthen on-site habitat provision, designed specifically with consideration for Skylarks and Lapwings, species known to nest on the existing factory roof. The intervention reflects our wider commitment to biophilic design, recognising that integrating natural systems into the built environment supports both ecological resilience and the long-term quality of industrial and logistics developments.
Alongside this external assurance, the Company completed the design of a global standard for contractor compliance onboarding and worker screening. The framework establishes consistent requirements for supply chain labour verification, worker documentation checks and ethical employment standards across all operations. Continued implementation of this standard will progress during 2026, strengthening oversight of labour practices and ensuring a harmonised approach to human rights compliance across the Group’s projects and supply chain. Quantitative metrics on performance will be established with a view to launch clear Key Performance Indicators.
f. Diversity & Inclusion
TSL is committed to providing equal opportunities across its workforce, fostering an environment in which individuals can contribute and develop regardless of background. Our approach focuses on creating an inclusive culture where capabilityand performance are the basis for opportunity and progression.
We promote an open communication culture across the organisation, encouraging individuals at all levels to contribute ideas and challenge constructively. Diverse perspectives strengthen decision-making and improve problem-solving across both projects and corporate functions. Senior leadership maintains regular engagement with teams across offices and sites, reinforcing a culture where feedback is welcomed and collaboration is expected. During the year, the Company also signed the Armed Forces Covenant, formalising our commitment to supporting current and former service personnel and their families through fair employment practices and an inclusive working environment.
Looking ahead, the Company will continue to align its workforce reporting practices with gender pay gap disclosure requirements in relevant legal jurisdictions, supporting transparency and accountability across the organisation.
Our Governance
a. Disclosure & Reporting
We continue to strengthen the quality and transparency of our regulatory reporting. During the year, we submitted our ESOS action plan progress update and commenced preparations for forthcoming European sustainability regulations, including CSRD and CSDDD, engaging a specialist advisory partner to support the development of our reporting framework and ensure organisational readiness.
To improve the integrity of emissions reporting, travel-related carbon emissions are now captured through the group travel system Navan, enhancing the accuracy and consistency of data collection while supporting improvements in internal reporting systems and controls.
Our materiality assessment has also clarified the UN Sustainable Development Goals most closely aligned with our operations, particularly SDG 8 (Decent Work and Economic Growth), SDG 9 (Industry, Innovation and Infrastructure), SDG 11 (Sustainable Cities and Communities), SDG 12 (Responsible Consumption and Production) and SDG 13 (Climate Action). We are now developing a structured programme to better understand, measure and evidence TSL’s contribution to these priorities over the coming years.
b. Supply Chain Partnerships
TSL recognises that the performance of our projects is closely linked to the capability and standards of our supply chain partners. As a construction management business, we invest significant time and expertise working alongside subcontractors throughout the project lifecycle, providing ongoing technical guidance, compliance oversight and operational coordination. This day-to-day engagement supports safe delivery, improves programme certainty and helps ensure that regulatory, environmental and quality standards are consistently met across our projects.
During the year, we strengthened our subcontractor pre-qualification process through the introduction of a centralised database and online PQQ platform in the EU (SkillCo), providing greater transparency and consistency in how supply chain partners are assessed and approved. The system allows submissions, commentary and supporting documentation to be managed within a single platform, enabling real-time oversight and improved collaboration between commercial, compliance and operational teams.
Alongside assurance, we continue to focus on enabling and upskilling our supply chain partners. Through project briefings, technical workshops, compliance guidance and site-level engagement, TSL teams work closely with subcontractors to strengthen understanding of areas such as health and safety, environmental management, social compliance and sustainability performance. As the Group expands into new markets, PQQ content and supply chain guidance are reviewed and adapted to reflect local statutory requirements and emerging risk themes, ensuring that subcontractors are supported to meet both regulatory obligations and the Group’s operational standards.
c. Anti Bribery & Corruption
We maintain a zero-tolerance approach to bribery and corruption, supported by ongoing efforts to strengthen awareness and accountability across the business. Anti-Bribery and Corruption (ABC) training is mandatory for all employees and forms part of our onboarding process. Employees in higher-risk roles also undertake enhanced ethics training, covering areas such as fraud prevention and anti-tax evasion, ensuring deeper understanding of financial crime risks.
These standards extend across our supply chain. Our Supplier Code of Conduct is issued with all subcontracts as a contractually binding annex, setting clear expectations on ethical behaviour, compliance and ABC requirements. To reinforce these standards at site level, we deliver toolbox talks and briefings to subcontractors and operatives, outlining expected behaviours and available reporting channels. This helps ensure our ethical standards are clearly understood and consistently applied throughout project delivery.
d. Cyber & Information Security
TSL has made significant improvements to its cyber security position by strengthening internal controls and enhancing technology investments. These efforts resulted in the Group successfully achieving Cyber Essentials Plus certification, demonstrating its commitment to maintaining robust, independently verified information security standards.
e. Ethics & Responsibilities
TSL maintains a strong commitment to ethical conduct and responsible business practices, supported by clear governance frameworks and internal controls. During the year, the Group appointed a Group Director for Sustainability and Compliance, elevating these topics to a more strategic level and strengthening oversight at Board and executive level.
Employees and supply chain partners have access to confidential whistleblowing channels, enabling concerns to be raised and investigated appropriately. Our expectations also extend to our supply chain, with the Supplier Code of Conduct issued with all subcontracts, setting out clear standards on ethics, labour practices and regulatory compliance.
Looking ahead to 2026, the Group will increase its focus on internal audit and compliance oversight, providing greater assurance that governance controls and ethical standards are consistently applied across the business.
f. Management Systems
Our management systems are independently verified and externally recognised, reflecting a structured approach to quality, health, safety, environmental management and supply chain assurance.
In 2025, we received the RoSPA President’s Award for the third consecutive year, marking 13 consecutive Gold Awards and demonstrating sustained excellence in health and safety performance. We also maintained certification to ISO 14001 (Environmental Management) and ISO 45001 (Occupational Health & Safety), ISO 9001 (Quality Management) reinforcing our commitment to robust governance and continual improvement.
During the year, we successfully completed several external audits and recertifications across the Group, including Avetta SSIP (UK, Germany, Spain and Ireland), Avetta Diversity Leader, Achilles Silver and CAS, Constructionline Gold and Social Value, Once for All SSIP, SafeContractor SSIP, Achilles Sustainability 5 Star and Hi-Wire OSHA Gold. These accreditations provide independent assurance that our systems align with recognised industry benchmarks and are consistently applied across our operations.
We also transitioned to a consolidated EcoVadis Group certification, integrating previously separate subsidiary assessments into a single Group-level submission.
Streamlined Energy Carbon Report (“SECR”)
As a subsidiary of Tonroe Group Limited, the Company is exempt from providing a separate Streamlined Energy Carbon Reporting (“SECR”) disclosure in its financial statements. The Company’s energy and carbon data are included within the consolidation SECR report of Tonroe Group Limited, which complies with all relevant disclosure requirements.
For full details of SECR reporting, please refer to Tonroe Group Limited’s financial statements.
Principal Risks and Uncertainties
The management of the business and the execution of the Company’s strategy are subject to a number of economic and construction sector risks, which have impacted on material prices, availability of products and labour. The key ongoing business risk and uncertainty relates to client confidence in an economy with high inflation and interest rates.
Due to these challenges we remain in constant dialogue with our clients to ensure we are as realistic as possible with projections and quick to respond to changes in the scope and nature of our work.
The Company’s exposure to credit risk, price risk and liquidity risk are managed as follows:
Credit Risk
The Company undertakes appropriate credit checks on all customers and major suppliers before engaging in a trading relationship. There is a risk of non-payment of sales invoices which the Company mitigates by invoicing on a frequent basis and following up in a timely manner for any invoices past due. The Company also uses credit reports and alerts from various sources such as CreditSafe to remain vigilant of changes to our customers and suppliers financial standing.
Price Risk
The Company manages the risk of major supply price change by agreeing fixed pricing ahead of a contract commencing.
Liquidity Risk
The Company manages liquidity risk through regular reviews on all contracts and ensuring each project maintains a cash positive profile throughout the project lifecycle allowing obligations to be met as they fall due.
Promoting the success of the company
The Board of Directors, in line with their duties under s172 of the Companies Act 2006, act in a way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole, and in doing so have regard to a range of matters when making decisions for the long term. Key decisions and matters that are of strategic importance to the Group are appropriately informed by s172 factors.
Through an open and transparent dialogue with our key stakeholders, we have been able to develop a clear understanding of their needs, assess their perspectives and monitor their impact on our strategic ambition and culture. As part of the Board's decision-making process, the Board and its Committees consider the potential impact of decisions on relevant stakeholders whilst also having regard to a number of broader factors, including the impact of the Company’s operations on the environment, responsible business practices and the likely consequences of decisions in the long term.
Illustrations of how s172 factors have been applied by the Board can be found throughout the Strategic Report. For example, for details on how we have considered the impact of the Company’s operations on the environment see the section on Environment and Social Governance; information on how we respond to the changing international market can be found under the Review of Business sections; for details on how we have considered the impact of the Company’s operations on our employees see, amongst others, the sections on Health and Safety, the TSL Team and Environment and Social Governance; and for growth plan decisions, see the section on Review of Business.
The Strategic Report identifies throughout information relevant to s172 factors and importantly how the Company maintains high standards of business conduct.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2025.
The results for the year are set out on page 21.
Interim dividends were paid, amounting to £6,160,000 (2024 - £1,980,000). The Directors do not recommend a final dividend distribution.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Disabled employees
The Company is committed to fostering an inclusive workplace and ensuring equal opportunities for individuals with disabilities.
a) We provide full and fair consideration to all applications for employment from disabled persons, ensuring
our recruitment processes are accessible and inclusive.
b) If an employee becomes disabled during their tenure, we strive to support their continued employment by
making reasonable adjustments and providing appropriate training to facilitate their role within the
company.
c) We actively promote the training, career development, and advancement of disabled employees, ensuring
they have access to opportunities for growth and progression within the organisation.
Statement of disclosure to auditor
Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Auditor
The auditor, KPMG LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of TSL Limited (“the Company”) for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and related notes, including the accounting policies in note 1.
Going concern
The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or to cease its operations, and as they have concluded that the Company’s financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over its ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”).
In our evaluation of the directors’ conclusions, we considered the inherent risks to the Company’s business model and analysed how those risks might affect the Company’s financial resources or ability to continue operations over the going concern period.
Our conclusions based on this work:
we consider that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate;
we have not identified, and concur with the directors’ assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for the going concern period.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Company will continue in operation.
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.
In addition, as with any audit, there remained a higher risk of non-detection of fraud, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.
Strategic report and directors’ report
The directors are responsible for the strategic report and the directors’ report. Our opinion on the financial statements does not cover those reports and we do not express an audit opinion thereon.
Our responsibility is to read the strategic report and the directors’ report and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work:
we have not identified material misstatements in the strategic report and the directors’ report;
in our opinion the information given in those reports for the financial year is consistent with the financial statements; and
in our opinion those reports have been prepared in accordance with the Companies Act 2006.
The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.
There were no recognised gains and losses for 2025 (2024: £nil) other than those included in the statement of
comprehensive income.
There was no other comprehensive income for 2025 (2024: £nil).
The notes on pages 24 to 39 form part of these financial statements.
TSL Limited is a private company limited by shares incorporated in England and Wales. The registered office is Chalfont Park House, Chalfont Park, Gerrards Cross, Buckinghamshire, United Kingdom, SL9 0DZ.
The financial statements are prepared in Pound Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £000.
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted
prospectively if appropriate, or if there is an indication of a significant change since the last reporting
date.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the Company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the Company’s contractual obligations expire or are discharged or cancelled.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
In the application of the accounting policies, management have been required to make judgements,
estimates and assumptions. These estimates which relate to the carrying values of assets, liabilities and
long term contracts (as detailed in the accounting policies above), where not readily available from other
sources are based on underlying assumptions and experience. Actual results may differ from these
estimates. The estimates and assumptions are viewed on an on-going basis.
Recognition of revenue and contract profit is considered a critical accounting estimate. It is based on
informed judgements made in respect of the ultimate profitability of a contract. Such estimates are arrived at by assessing the costs and value of work performed to date and to be performed in bringing contracts to completion. These estimates are made by reference to surveys of progress against the construction program, changes in work scope, the contractual terms under which the work is being performed, and the likely outcome of discussions on claims, costs incurred and external certification of the work performed. Management continually reviews the estimated final profits on contracts and makes adjustments where necessary. The Company has appropriate internal control procedures over the determination of each of the above variables to ensure that profit take as at the balance sheet date and the extent of future costs to contract completion are reasonably and consistently determined and subject to appropriate review and authorisation.
Amendments to FRS 102 not yet applied
The following amendments to FRS 102 have been issued but have not been applied in these financial statements. Their adoption is not expected to have a material effect on the financial statements, unless otherwise indicated:
• Amendments to Section 20 Leases (effective 1 January 2026). This removes the distinction between operating and finance leases for lessees; with more leases recognised with an asset and liability on-balance sheet. Recognition exemptions permit short-term leases and leases of low-value assets to remain off-balance sheet.
• Amendments to Section 23 Revenue from Contracts with Customers (effective 1 January 2026). This introduces a single comprehensive five-step model for revenue recognition for all contracts with customers, based on identifying the distinct goods or services promised to the customer and the amount of consideration to which the entity will be entitled in exchange.
• Amendments to Section 2A Fair Value Measurement (effective 1 January 2026). This aligns definitions with latest international standards and provides additional guidance.
• Amendments to Section 29 Income Tax (effective 1 January 2026). This introduces guidance on accounting for uncertain tax positions.
• Amendments to Section 34 Specialised Activities (effective 1 January 2026). This includes various improvements and clarifications to existing requirements and makes consequential changes to reflect other amendments.
All turnover arose within the United Kingdom.
There were no non-audit services provided by the auditor.
The average monthly number of persons (including directors) employed by the company during the year was:
Their aggregate remuneration comprised:
The highest paid Director received remuneration of £290,000 (2024 - £248,000).
The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £31,500 (2024 - £15,000).
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
The net book value of motor vehicles held under finance leases or hire purchase contracts, included above are £68,000 (2024: £292,000)
There were no impairments of stock during the year (2024: £nil).
The retention receivable total includes £25,608,000 (2024: £8,002,000) for amounts that are receivable in more than one year
Amounts due under hire purchase contracts are secured on the assets to which they relate.
The Company's bank holds a fixed and floating charge over the Company's present and future assets and undertakings.
There are no lease payments falling due after more than five years. All the amounts above relate to the financing of motor vehicles with no unusual conditions.
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
The deferred tax liability relating to accelerated capital allowances is expected to reverse over many years as each asset is depreciated over a different period to which it obtains tax relief.
Each ordinary share is entitled pari passu to interim or final dividends as declared
The Company operates a defined contributions 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 contributions payable by the Company to the fund and amounted to £3,402,000 (2024 - £1,708,000). Contributions totaling £310,000 (2024 - £199,000) were payable to the fund at the balance sheet date and are included in creditors.
At the reporting end date the Company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
The disclosure above relates to the lease of the UK head office property from its parent company.
During the year £396,000 (2024: £315,000) was recognised as an expense in the profit and loss in respect of operating leases.
The maximum debit balance during the year was £700,000 (2024: £333,000). Interest has been charged at the HMRC approved rates on debit balances and there are no fixed terms of repayments.
The Company has taken advantage of exemption, under paragraph 33.1A of the Financial Reporting Standard 102 'The Financial Reporting Standard applicable to the UK and Republic of Ireland', not to disclose with entities held 100% within the group.
During the period ended 31 December 2025 the Company traded with related party companies. The total purchases in the period amounted to £660,000 (2024 - £100,000), and the total sales and sundry income in the period amounted to £3,134,000 (2024 - £1,542,000).
As at the 31 December 2025, the Company was owed £398,000 (2024 - £29,000) from related party companies. There are no formal terms of repayment or interest associated with these balances.
On 31 March 2026, Rockland Concrete (a division of TSL Limited) was sold to Rockland Concrete Limited in a trade and assets deal for fair market consideration. The turnover and gross profit of the Rockland Concrete division included in the 2025 results is £20.6 million and £2.3 million respectively.
The Company has no contingent liabilities to report.
The Company has no material capital commitments at 31 December 2025 (2024: None).