REGISTERED NUMBER: 03403651 (England and Wales)

TBSGG LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

Page

Company Information

1

Group Strategic Report

2

Report of the Director

3

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

DIRECTOR:

Mr C J Egginton

SECRETARY:

Mr C J Egginton

REGISTERED OFFICE:

15-17 Church Street

Stourbridge

West Midlands

DY8 1LU

REGISTERED NUMBER:

03403651 (England and Wales)

AUDITORS:

Folkes Worton LLP

Chartered Accountants and Statutory Auditor

15-17 Church Street

Stourbridge

West Midlands

DY8 1LU

The director presents his strategic report of the company and the group for the year ended 31 January 2026.

FAIR REVIEW OF BUSINESS

The holding company TBSGG Limited principally provides management services and this activity has continued throughout the year.

The principal activity of the subsidiary company, Cubralco Limited, is that of a wholesaler of copper tubes and other associated products to UK plumbers and builders merchants.

The directors report that activities have remained consistent to the previous year and research into new products and markets continues as part of the long term diversification strategy.

PRINCIPAL RISKS AND UNCERTAINTIES

Close relationships with our suppliers enables the satisfactory management of currency and metal contracts in order to minimise risk.

Overheads and stock levels will be managed in line with service needs of customers.

The group manages credit risks by applying monitored credit limits and control procedures identifying and addressing any credit issues arising in a timely manner.

DEVELOPMENT AND PERFORMANCE

Trading conditions in the early months of the current year appear to be favourable but due to the numerous geo-political and macro-economic uncertainties that lie ahead a continuous review of strategy has been implemented to meet unforeseen challenges going forward to January 2026 and beyond.

KEY PERFORMANCE INDICATORS

The key performance indicators of the group are turnover and profit before taxation.

ON BEHALF OF THE BOARD:

Mr C J Egginton - Director

14 October 2026

The director presents his report with the financial statements of the company and the group for the year ended 31 January 2026.

DIVIDENDS

An interim dividend of £56000 per share was paid on 31 January 2026. The director recommends that no final dividend be paid.

The total distribution of dividends for the year ended 31 January 2026 will be £ 224,000 .

DIRECTOR

Mr C J Egginton held office during the whole of the period from 1 February 2025 to the date of this report.

GOING CONCERN

The consolidated financial statements have been prepared on a going concern basis, notwithstanding the group net current liabilities position of £214,733 at the balance sheet date. The director is of the opinion that the available bank facilities and continued director support will be more than sufficient to enable the business to continue to operate for the foreseeable future. Furthermore, recent management accounts indicate increased turnover and profitability as many conditions improve.

MERGER RELIEF RESERVE

The merger relief reserve has arisen from a share for share exchange during the period resulting in TBSGG Limited owning 100% of its subsidiaries.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Folkes Worton LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr C J Egginton - Director

14 October 2026

Opinion

We have audited the financial statements of TBSGG Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2026 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 January 2026 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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 Director 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 Director 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 Director.

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 director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

- Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.

- Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied,

- Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates,

- Assessing the extent of compliance, or lack of, with the relevant laws and regulations,

- Testing key income lines, in particular cut-off, for evidence of management bias.

- Documenting and verifying all significant related party and consolidation balances and transactions.

- We have reviewed intergroup transactions to ensure these were at an arm's length.

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 (irregularities) 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 remains a risk of not detecting irregularities, as these may include collusion, forgery, intentional omissions, misrepresentations or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with.

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.

Mr Neil Smith (Senior Statutory Auditor)

for and on behalf of Folkes Worton LLP

Chartered Accountants and Statutory Auditor

15-17 Church Street

Stourbridge

West Midlands

DY8 1LU

14 October 2026

TURNOVER

3

23,295,266

20,943,535

Cost of sales

20,374,038

18,309,500

GROSS PROFIT

2,921,228

2,634,035

Distribution costs

328,631

304,567

Administrative expenses

1,908,017

1,647,401

2,236,648

1,951,968

684,580

682,067

Other operating income

17,412

-

OPERATING PROFIT

6

701,992

682,067

Income from shares in group undertakings

112,000

-

Interest receivable and similar income

-

127

112,000

127

813,992

682,194

Interest payable and similar expenses

7

165,554

171,890

PROFIT BEFORE TAXATION

648,438

510,304

Tax on profit

8

223,639

220,595

PROFIT FOR THE FINANCIAL YEAR

424,799

289,709

Profit attributable to:

Owners of the parent

424,799

289,709

PROFIT FOR THE YEAR

424,799

289,709

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

424,799

289,709

Total comprehensive income attributable to:

Owners of the parent

424,799

289,709

FIXED ASSETS

Intangible assets

11

2,020,607

2,369,496

Tangible assets

12

238,453

259,054

Investments

13

-

-

2,259,060

2,628,550

CURRENT ASSETS

Stocks

14

2,206,938

2,416,256

Debtors

15

3,791,793

3,139,707

Cash at bank and in hand

43,224

227,299

6,041,955

5,783,262

CREDITORS

Amounts falling due within one year

16

6,256,688

6,261,957

NET CURRENT LIABILITIES

(214,733

)

(478,695

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,044,327

2,149,855

CREDITORS

Amounts falling due after more than one year

17

(465,665

)

(768,352

)

PROVISIONS FOR LIABILITIES

20

(40,491

)

(44,131

)

NET ASSETS

1,538,171

1,337,372

CAPITAL AND RESERVES

Called up share capital

21

2

2

Merger relief reserve

22

708,332

708,332

Retained earnings

22

829,837

629,038

SHAREHOLDERS' FUNDS

1,538,171

1,337,372

The financial statements were approved by the director and authorised for issue on 14 October 2026 and were signed by:

Mr C J Egginton - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

-

-

Investments

13

2,847,499

2,847,499

2,847,499

2,847,499

CURRENT ASSETS

Cash at bank

149

80

CREDITORS

Amounts falling due within one year

16

1,678,041

1,377,742

NET CURRENT LIABILITIES

(1,677,892

)

(1,377,662

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,169,607

1,469,837

CREDITORS

Amounts falling due after more than one year

17

450,000

750,000

NET ASSETS

719,607

719,837

CAPITAL AND RESERVES

Called up share capital

21

2

2

Merger relief reserve

22

708,332

708,332

Retained earnings

22

11,273

11,503

SHAREHOLDERS' FUNDS

719,607

719,837

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

111,770

(275

)

The financial statements were approved by the director and authorised for issue on 14 October 2026 and were signed by:

Mr C J Egginton - Director

Called up

Merger

share

Retained

relief

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 February 2024

2

349,329

708,332

1,057,663

Changes in equity

Dividends

-

(10,000

)

-

(10,000

)

Total comprehensive income

-

289,709

-

289,709

Balance at 31 January 2025

2

629,038

708,332

1,337,372

Changes in equity

Dividends

-

(224,000

)

-

(224,000

)

Total comprehensive income

-

424,799

-

424,799

Balance at 31 January 2026

2

829,837

708,332

1,538,171

Called up

Merger

share

Retained

relief

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 February 2024

2

21,778

708,332

730,112

Changes in equity

Dividends

-

(10,000

)

-

(10,000

)

Total comprehensive income

-

(275

)

-

(275

)

Balance at 31 January 2025

2

11,503

708,332

719,837

Changes in equity

Dividends

-

(112,000

)

-

(112,000

)

Total comprehensive income

-

111,770

-

111,770

Balance at 31 January 2026

2

11,273

708,332

719,607

Cash flows from operating activities

Cash generated from operations

1

960,701

745,085

Interest paid

(164,013

)

(169,677

)

Interest element of hire purchase payments paid

(1,541

)

(2,213

)

Tax paid

(240,469

)

(309,469

)

Net cash from operating activities

554,678

263,726

Cash flows from investing activities

Purchase of tangible fixed assets

(77,071

)

(52,681

)

Sale of tangible fixed assets

-

22,500

Interest received

-

127

Dividends received

112,000

-

Net cash from investing activities

34,929

(30,054

)

Cash flows from financing activities

Loan repayments in year

(300,001

)

(300,000

)

Capital repayments in year

(2,015

)

(1,343

)

Equity dividends paid

(224,000

)

(10,000

)

Net cash from financing activities

(526,016

)

(311,343

)

Increase/(decrease) in cash and cash equivalents

63,591

(77,671

)

Cash and cash equivalents at beginning of year

2

(20,367

)

57,304

Cash and cash equivalents at end of year

2

43,224

(20,367

)

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

2026

2025

£

£

Profit before taxation

648,438

510,304

Depreciation charges

446,562

446,999

Finance costs

165,554

171,890

Finance income

(112,000

)

(127

)

1,148,554

1,129,066

Decrease/(increase) in stocks

209,318

(441,045

)

Increase in trade and other debtors

(652,086

)

(12,407

)

Increase in trade and other creditors

254,915

69,471

Cash generated from operations

960,701

745,085

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 January 2026

31/1/26

1/2/25

£

£

Cash and cash equivalents

43,224

227,299

Bank overdrafts

-

(247,666

)

43,224

(20,367

)

Year ended 31 January 2025

31/1/25

1/2/24

£

£

Cash and cash equivalents

227,299

57,304

Bank overdrafts

(247,666

)

-

(20,367

)

57,304

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1/2/25

Cash flow

At 31/1/26

£

£

£

Net cash

Cash at bank and in hand

227,299

(184,075

)

43,224

Bank overdrafts

(247,666

)

247,666

-

(20,367

)

63,591

43,224

Debt

Finance leases

(20,367

)

2,015

(18,352

)

Debts falling due within 1 year

(300,000

)

-

(300,000

)

Debts falling due after 1 year

(750,000

)

300,000

(450,000

)

(1,070,367

)

302,015

(768,352

)

Total

(1,090,734

)

365,606

(725,128

)

1.	STATUTORY INFORMATION

TBSGG Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company TBSGG Limited together with all entities controlled by the parent company (its subsidiaries) and the group's share of its interests in joint ventures and associates.

All financial statements are made up to 31 January 2026. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group's financial statements from the date that control commences until the date that control ceases.

The consolidated financial statements have been prepared on a going concern basis, notwithstanding the group net current liabilities position of £478,695 at the balance sheet date. The director is of the opinion that the available bank facilities and continued director support will be more than sufficient to enable the business to continue to operate for the foreseeable future. Furthermore, recent management accounts indicate increased turnover and profitability as many conditions improve.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts and volume rebates.

Revenue from the sale of copper tubes and other products is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2021, is being amortised evenly over its estimated useful life of ten years.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life.

For the purpose of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash- generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases;

Leasehold land and building

20% straight line

Plant and equipment

25% straight line

Fixtures and fittings

25% straight line

Computers

25% straight line

Motor vehicles

25% straight line except specialist vehicles not depreciated but reviewed annually for any impairment

Decoiling machine

25% straight line

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 recognised in the profit and loss account.