REGISTERED NUMBER: 03841136 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

TS GROUP INTERNATIONAL LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

17

DIRECTORS:

Mrs T J Barnes

Mr M Barnes

Mr L Barnes

Mr A S Faulkner

SECRETARY:

Mrs T J Barnes

REGISTERED OFFICE:

Units C2-C4 Adanac Drive

Nursling

Southampton

Hampshire

SO16 0AU

REGISTERED NUMBER:

03841136 (England and Wales)

SENIOR STATUTORY AUDITOR:

Graham Taylor

AUDITORS:

Shaw Gibbs (Audit) Limited

Statutory Auditor

Fleming Court

Leigh Road

Eastleigh

Southampton

Hampshire

SO50 9PD

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

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

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

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

REVIEW OF BUSINESS

During the year to 31 December 2025, the group reported an increase in turnover to £18,892,291 (2024: £18,502,316) and a gross profit of £9,427,559 (49.9% of turnover).

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

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

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

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

PRINCIPAL RISKS AND UNCERTAINTIES

Regulatory risk

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

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

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

Economic conditions and government policy

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

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

Foreign exchange

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

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

Competition

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

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

Bank funding

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

FUTURE DEVELOPMENTS

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

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

The market for providing bespoke engineering solutions to manufacturers is being explored with the intention of increasing the capabilities across the group.

Relationships with pharmaceutical equipment manufacturers has resulted in the group expanding into complimentary products to the pharmaceutical and medical sector.

KEY PERFORMANCE INDICATORS

The key performance indicators of the group are:

Turnover increased by 2.1%

Gross profit margin 49.9% (2024: 43.7%)

EBITDA £364,391 (2024: -£350,294)

Debtor days 55 (2024: 52)

Shareholders funds increased by 7.4%

ON BEHALF OF THE BOARD:

Mr A S Faulkner - Director

25 August 2026

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

DIVIDENDS

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

DIRECTORS

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

Mrs T J Barnes

Mr M Barnes

Mr L Barnes

Mr A S Faulkner

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Shaw Gibbs (Audit) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr A S Faulkner - Director

25 August 2026

Opinion

We have audited the financial statements of TS Group International Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2025 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

As part of our audit planning procedures we identify the significant laws and regulations applicable to the company based upon our knowledge of the company, the industry in which it operates and from making enquiries with management. We consider those laws and regulations where non-compliance may have a material effect on the financial statements and those which have a direct impact on the financial statements. We identified that the most significant laws and regulations applicable during the year were compliance with the requirements of the Companies Act 2006 and compliance with Health and Safety regulations.

Audit procedures performed by the engagement team in relation to laws and regulations included making enquiries of management as to any known or suspected instances of non-compliance, maintaining awareness throughout the course of the audit as to any indications of instances of non-compliance, undertaking a review of the accident logs, reviewing legal and professional invoices and undertaking a review of the disclosures in the financial statements to supporting information and to disclosure checklists.

We also consider areas that are at a higher risk of causing material misstatement in the financial statements due to irregularities, including those resulting from fraud and how such fraud may occur. We discuss with senior management the key controls in place to mitigate the risk of fraud and enquire as to whether they are aware of, or suspect, any fraudulent activities having taken place.

Throughout the audit, we maintain an appropriate level of professional scepticism when provided with information and explanations. We consider the appropriateness of significant accounting journals that were processed during the year, assess the reasonableness of any significant accounting estimates and consider whether there were any indications of bias by management during the year that represents a risk of material misstatement due to fraud. We also carry out analytical procedures to identify any unusual or unexpected variances to expectations as these may be an indication of management over-ride or management bias.

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

A further description of 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.

Graham Taylor (Senior Statutory Auditor)

for and on behalf of Shaw Gibbs (Audit) Limited

Statutory Auditor

Fleming Court

Leigh Road

Eastleigh

Southampton

Hampshire

SO50 9PD

27 August 2026

TURNOVER

4

18,892,291

18,502,316

Cost of sales

9,464,732

10,415,250

GROSS PROFIT

9,427,559

8,087,066

Distribution costs

29,543

18,413

Administrative expenses

8,993,785

8,905,970

9,023,328

8,924,383

OPERATING PROFIT/(LOSS)

6

404,231

(837,317

)

Interest receivable and similar income

18,796

11,800

423,027

(825,517

)

Interest payable and similar expenses

7

140,520

178,288

PROFIT/(LOSS) BEFORE TAXATION

282,507

(1,003,805

)

Tax on profit/(loss)

8

116,083

(55,452

)

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

166,424

(948,353

)

Profit/(loss) attributable to:

Owners of the parent

168,312

(1,247,167

)

Non-controlling interests

(1,888

)

298,814

166,424

(948,353

)

PROFIT/(LOSS) FOR THE YEAR

166,424

(948,353

)

OTHER COMPREHENSIVE INCOME

Minorities pre-acquisition reserves

-

(53,073

)

Exchange gain / (loss) on translation

4,152

-

Income tax relating to components of other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

4,152

(53,073

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

170,576

(1,001,426

)

Total comprehensive income attributable to:

Owners of the parent

172,464

(1,247,166

)

Non-controlling interests

(1,888

)

245,740

170,576

(1,001,426

)

FIXED ASSETS

Intangible assets

12

46,296

413,219

Tangible assets

13

1,539,421

2,799,636

Investments

14

-

-

1,585,717

3,212,855

CURRENT ASSETS

Stocks

15

2,067,407

2,093,964

Debtors

16

4,034,924

3,830,780

Investments

17

44,993

44,993

Cash at bank and in hand

653,094

939,192

6,800,418

6,908,929

CREDITORS

Amounts falling due within one year

18

4,845,022

5,212,687

NET CURRENT ASSETS

1,955,396

1,696,242

TOTAL ASSETS LESS CURRENT LIABILITIES

3,541,113

4,909,097

CREDITORS

Amounts falling due after more than one year

19

(507,412

)

(2,007,903

)

PROVISIONS FOR LIABILITIES

23

(104,263

)

(142,332

)

NET ASSETS

2,929,438

2,758,862

CAPITAL AND RESERVES

Called up share capital

24

1,050,003

1,050,003

Retained earnings

25

1,464,127

1,291,663

SHAREHOLDERS' FUNDS

2,514,130

2,341,666

NON-CONTROLLING INTERESTS

415,308

417,196

TOTAL EQUITY

2,929,438

2,758,862

The financial statements were approved by the Board of Directors and authorised for issue on 25 August 2026 and were signed on its behalf by:

Mr A S Faulkner - Director

FIXED ASSETS

Intangible assets

12

-

-

Tangible assets

13

1,136,595

2,151,187

Investments

14

1,190,496

1,225,496

2,327,091

3,376,683

CURRENT ASSETS

Debtors

16

1,508,618

1,155,322

Investments

17

44,993

44,993

Cash at bank

21,165

123,372

1,574,776

1,323,687

CREDITORS

Amounts falling due within one year

18

1,789,023

1,642,151

NET CURRENT LIABILITIES

(214,247

)

(318,464

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,112,844

3,058,219

CREDITORS

Amounts falling due after more than one year

19

(475,694

)

(1,574,102

)

PROVISIONS FOR LIABILITIES

23

(21,339

)

(25,125

)

NET ASSETS

1,615,811

1,458,992

CAPITAL AND RESERVES

Called up share capital

24

1,050,003

1,050,003

Retained earnings

565,808

408,989

SHAREHOLDERS' FUNDS

1,615,811

1,458,992

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

156,819

(329,776

)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 25 August 2026 and were signed on its behalf by:

Mr A S Faulkner - Director

Called up

share

Retained

Non-controlling

Total

capital

earnings

Total

interests

equity

£

£

£

£

£

Balance at 1 January 2024

1,050,000

2,556,030

3,606,030

(181,808

)

3,424,222

Changes in equity

Issue of share capital

3

-

3

-

3

Dividends

-

(17,200

)

(17,200

)

-

(17,200

)

Total comprehensive income

-

(1,247,167

)

(1,247,167

)

245,740

(1,001,427

)

1,050,003

1,291,663

2,341,666

63,932

2,405,598

Non-controlling interest

-

-

-

353,264

353,264

Balance at 31 December 2024

1,050,003

1,291,663

2,341,666

417,196

2,758,862

Changes in equity

Total comprehensive income

-

172,464

172,464

(1,888

)

170,576

Balance at 31 December 2025

1,050,003

1,464,127

2,514,130

415,308

2,929,438

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

1,050,000

738,765

1,788,765

Changes in equity

Issue of share capital

3

-

3

Total comprehensive income

-

(329,776

)

(329,776

)

Balance at 31 December 2024

1,050,003

408,989

1,458,992

Changes in equity

Total comprehensive income

-

156,819

156,819

Balance at 31 December 2025

1,050,003

565,808

1,615,811

Cash flows from operating activities

Cash generated from operations

1

482,196

574,892

Interest paid

(127,570

)

(155,055

)

Interest element of hire purchase payments paid

(12,950

)

(23,233

)

Tax paid

(387,309

)

(12,440

)

Net cash from operating activities

(45,633

)

384,164

Cash flows from investing activities

Purchase of intangible fixed assets

-

(396,068

)

Purchase of tangible fixed assets

(2,409

)

(190,735

)

Sale of tangible fixed assets

1,370,985

387,802

Cash balance acquired in the year

-

18,938

Unlisted investments

-

(19,999

)

Interest received

18,796

11,800

Net cash from investing activities

1,387,372

(188,262

)

Cash flows from financing activities

New loans in year

-

559,785

Loan repayments in year

(1,445,344

)

(313,456

)

Capital repayments in year

(143,140

)

(62,272

)

Amount withdrawn by directors

(39,353

)

(132,829

)

Share issue

-

3

Dividends paid to minority interests

-

(17,200

)

Net cash from financing activities

(1,627,837

)

34,031

(Decrease)/increase in cash and cash equivalents

(286,098

)

229,933

Cash and cash equivalents at beginning of year

2

939,192

709,259

Cash and cash equivalents at end of year

2

653,094

939,192

1.	RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

as restated

£

£

Profit/(loss) before taxation

282,507

(1,003,805

)

Depreciation charges

180,137

317,679

Profit on disposal of fixed assets

(238,773

)

(103,807

)

Impairment losses

316,854

102,130

Bad debts

-

23,884

Foreign exchange losses/(gains)

-

(30,994

)

Finance costs

140,520

178,288

Finance income

(18,796

)

(11,800

)

662,449

(528,425

)

Decrease in stocks

26,557

100,545

(Increase)/decrease in trade and other debtors

(160,593

)

779,339

(Decrease)/increase in trade and other creditors

(46,217

)

223,433

Cash generated from operations

482,196

574,892

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

653,094

939,192

Year ended 31 December 2024

31.12.24

1.1.24

as restated

£

£

Cash and cash equivalents

939,192

709,259

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank and in hand

939,192

(286,098

)

653,094

939,192

(286,098

)

653,094

Liquid resources

Current asset investments

44,993

-

44,993

44,993

-

44,993

Debt

Finance leases

(281,952

)

143,141

(138,811

)

Debts falling due within 1 year

(233,625

)

145,641

(87,984

)

Debts falling due after 1 year

(1,807,114

)

1,299,702

(507,412

)

(2,322,691

)

1,588,484

(734,207

)

Total

(1,338,506

)

1,302,386

(36,120

)