TRB Technology Group Limited

Contents
	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—8

1. Accounting Policies

1.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

1.2. Going Concern Disclosure

These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future. The directors are not aware of any material uncertainties which may cause doubt on the company's ability to continue as a going concern.

1.3. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

1.4. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Freehold	2% annual charge on buildings
Computer Equipment	3 year straight line

1.5. Investment Properties

Investment property is property held to earn rentals and/or for capital appreciation. Investment property is initially recognised at cost and subsequently measured at fair value at each reporting date, with changes in fair value recognised in the profit and loss account. Investment property is not depreciated.

Where a property previously held as property, plant and equipment ceases to be occupied by a group entity and becomes held to earn rentals, it is transferred to investment property at the date of the change in use and remeasured to fair value at that date.

Deferred tax is recognised on fair value gains and losses on investment property at the tax rate expected to apply on its eventual disposal.

Page 3

Page 4

TRB Technology Group Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

1.6. Financial Instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other 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.

Classification of financial liabilities

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

Basic financial liabilities, including creditors and bank loans, are initially recognised at transaction price. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

1.7. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

1.8. Pensions

The company operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.

1.9. Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using reference to recent market transactions. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the profit and loss account and other reserves.

Page 4

Page 5

TRB Technology Group Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2. Average Number of Employees

Average number of employees, including directors, during the year was as follows: 2 (2024: 2)

3. Tangible Assets

	Land & Property
	Freehold	Investment Properties	Computer Equipment	Total
	£	£	£	£
Cost or Valuation
As at 1 January 2025	1,685,878	-	1,083	1,686,961
Additions	-	1,462,942	1,040	1,463,982
Disposals	(1,685,878 )	-	-	(1,685,878 )
Revaluation	-	412,058	-	412,058

As at 31 December 2025	-	1,875,000	2,123	1,877,123

Depreciation
As at 1 January 2025	210,365	-	60	210,425
Provided during the period	12,571	-	708	13,279
Disposals	(222,936 )	-	-	(222,936 )

As at 31 December 2025	-	-	768	768

Net Book Value
As at 31 December 2025	-	1,875,000	1,355	1,876,355

As at 1 January 2025	1,475,513	-	1,023	1,476,536

4. Investments

	Subsidiaries
	£
Cost
As at 1 January 2025	960,218
Disposals	(960,138 )

As at 31 December 2025	80

Provision
As at 1 January 2025	-

As at 31 December 2025	-

Net Book Value
As at 31 December 2025	80

As at 1 January 2025	960,218

Page 5

Page 6

TRB Technology Group Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

5. Debtors

	2025	2024
	£	£
Due within one year
Trade debtors	115,819	-
Prepayments and accrued income	7,791	22,006
S455 debtor	6,177	-
Deferred tax current asset	119,672	-
VAT	9,948	4,343
Directors' loan accounts	8,614	18,303
Amounts owed by group undertakings	782,393	671,028

	1,050,414	715,680

6. Creditors: Amounts Falling Due Within One Year

	2025	2024
	£	£
Trade creditors	63,674	-
Bank loans and overdrafts	77,184	86,448
Other loans	3,853	-
Corporation tax	458	-
Other taxes and social security	17,278	66,981
Net wages	4,142	9,016
Access control	-	2,895
Accruals and deferred income	10,513	44,723
Directors' loan accounts	1,107,024	1,248,546
Amounts owed to group undertakings	-	41,081
Payments on account	10,000	-

	1,294,126	1,499,690

7. Creditors: Amounts Falling Due After More Than One Year

	2025	2024
	£	£
Bank loans	-	159,260

	-	159,260

8. Secured Creditors

A separate bank loan was taken out in 2016. The loan is secured by:

(i) Debentures and cross guarantees given by TRB Lightweight Structures Limited;

(ii) First legal charges over the company's properties;

(iii) A letter of non-reactivation in respect of Bonding Developments Limited

9. Share Capital

	2025	2024
	£	£
Allotted, Called up and fully paid	4,776	4,776

Page 6

Page 7

TRB Technology Group Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

10. Directors Advances, Credits and Guarantees

Included within Debtors are the following loans to directors:

	As at 1 January 2025	Amounts advanced	Amounts repaid	Amounts written off	As at 31 December 2025
	£	£	£	£	£
Mr Andrew Dugmore	18,303	311	(10,000 )	-	8,614

The above loan is unsecured and repayable on demand. Interest has been charged at 3.75%.

11. Reserves

Share premium

Consideration received for shares issued above their nominal value net of transactions costs.

Capital redemption reserve

The nominal value of shares repurchased and still held at the end of the reporting period.

Other reserve

Share-based payment reserve relating to the cumulative charge on share options granted to employees.

Profit and loss reserve

Cumulative profit and loss net of distributions to owners.

12. Related Party Transactions

Transactions with directors;

Andrew Dugmore

Included in debtors are amounts owed to the company by the director of £18,989 (2024: £18,303). Interest was charged at 3.75%, and the loan is unsecured and repayable on demand. No amounts were written off or waived during the year.

Jonathan McQueen

Included in creditors are amounts owed by the company to the director of £1,070,940 (2024: £1,248,546), representing loans provided by the director to the company. The loan is interest bearing at 3.5%, unsecured and repayable on demand. The balance decreased by £215,051 in the year.

Transactions with group undertakings;

At 31 December 2025 amounts owed to the company by group undertakings were £782,393 (2024: £671,028) and amounts owed by the company to group undertakings were £nil (2024: £41,081). These loans are interest bearing at 5.75 and are unsecured and repayable on demand.

During the year an inter-company loan of £54,982 was written off and credited to the profit and loss account following the sale of the subsidiary.

The company has guaranteed the liabilities of its subsidiary undertakings TRB Lightweight Structures America Limited and SIMCAS Composites Limited under section 479C of the Companies Act 2006, enabling those companies to take exemption from audit under section 479A.

13. Exceptional Items

Investment property

Carrying amount transferred from tangible fixed assets at 01/09/2025 was £1,462,942.

The property was reclassified from tangible fixed assets to investment property during the year following the disposal of the group company that occupied it, at which point it ceased to be occupied by a group entity and became held to earn rentals from a party outside the group.

Immediately following the change of use, the property has been revalued upwards by £412,058 to a total value of £1,875,000. This valuation is on the basis of a valuation report undertaken by Innes England in 2022. The directors do not believe the property valuation has changed since that report.

Page 7

Page 8

TRB Technology Group Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

14. Ultimate Controlling Party

The ultimate controlling party is J McQueen by virtue of majority shareholding in TRB Technology Group Limited.

15. Share Based Payments

Under the group plan, share options over ordinary B shares are granted at the average market value of the parent company's shares at the grant date. If options remain unexercised after a period of 10 years from the date of the grant, the options expire. Furthermore, options are forfeited if the employee leaves the group before they become entitled to exercise the share options. The options were exercisable in three equal tranches on 31 July 2019, 31 July 2022 and 31 July 2025.

The option holder under this scheme ceased employment with the group during the year, before becoming entitled to exercise the final tranche of options. As no options had been exercised prior to cessation of employment, the option holder's entire holding of options under this scheme lapsed on cessation of employment.

Movement in the year (group and company):

- Outstanding at 1 January 2025: 359,497 options, weighted average exercise price £0.23 (2024: 359,497 options, £0.23)

- Forfeited in the year: 359,497 options, weighted average exercise price £0.23 (2024: none)

- Outstanding at 31 December 2025: nil (2024: 359,497 options, £0.23)

- Exercisable at 31 December 2025: nil (2024: 119,833 options, £0.22)

There were no options outstanding under this scheme at 31 December 2025 (2024 - 359,497, exercise price ranging from 20p to 25p, remaining contractual life of 7 months).

The group also operates a separate scheme. Under this plan, share options over ordinary B shares are granted at the agreed market value of the parent company's shares at the grant date. The options were exercisable on 15 January 2019.

Movement in the year (group and company):

- Outstanding at 1 January and 31 December 2025: 366,781 options, weighted average exercise price £0.25 (2024: 366,781 options, £0.25)

- Exercisable at 31 December 2025: 366,781 options, weighted average exercise price £0.25 (2024: 366,781 options, £0.25)

The options outstanding at 31 December 2025 had an exercise price of 25p and a remaining contractual life of 3 years 0 months (2024 - 4 years 0 months).

Expenses/(credit) recognised in the year, arising from equity settled share based payment transactions:

- Group: £(175,882) (2024: £27,127)

- Company: £(175,882) (2024: £27,127)

The credit recognised in the year ended 31 December 2025 represents the reversal of the cumulative share-based payment expense previously recognised in respect of the unvested tranche forfeited on cessation of employment described above, as the related service condition was not satisfied. No further expense or credit will arise in respect of the forfeited scheme in future periods.

16. General Information

TRB Technology Group Limited is a private company, limited by shares, incorporated in England & Wales, registered number 06266987 . The registered office is 12 Clifton Road, St Peter's Hill, Huntingdon, Cambridgeshire, PE29 7EN.

Page 8

		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	3		1,876,355		1,476,536
Investments	4		80		960,218

			1,876,435		2,436,754
CURRENT ASSETS
Debtors	5	1,050,414		715,680
Cash at bank and in hand		351,119		818,587

		1,401,533		1,534,267
Creditors: Amounts Falling Due Within One Year	6	(1,294,126 )		(1,499,690 )

NET CURRENT ASSETS (LIABILITIES)			107,407		34,577

TOTAL ASSETS LESS CURRENT LIABILITIES			1,983,842		2,471,331

Creditors: Amounts Falling Due After More Than One Year	7		-		(159,260 )

NET ASSETS			1,983,842		2,312,071

CAPITAL AND RESERVES
Called up share capital	9		4,776		4,776
Share premium account			4,184,905		4,184,905
Capital redemption reserve			12,407		12,407
Other reserves			1,098,010		1,273,892
Profit and Loss Account			(3,316,256 )		(3,163,909 )

SHAREHOLDERS' FUNDS			1,983,842		2,312,071

Mr Andrew Dugmore Director	Mr Jonathan McQueen Director
23/09/2026