REGISTERED NUMBER: |
TES-AMM UK LTD |
STRATEGIC REPORT, REPORT OF THE DIRECTOR AND |
AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 |
REGISTERED NUMBER: |
TES-AMM UK LTD |
STRATEGIC REPORT, REPORT OF THE DIRECTOR AND |
AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 |
TES-AMM UK LTD (REGISTERED NUMBER: 03059912) |
CONTENTS OF THE FINANCIAL STATEMENTS |
for the Year Ended 31 December 2023 |
Page |
Strategic Report | 1 |
Report of the Director | 2 |
Report of the Independent Auditors | 4 |
Statement of Profit or Loss and Other Comprehensive Income |
8 |
Statement of Financial Position | 9 |
Statement of Changes in Equity | 10 |
Statement of Cash Flows | 11 |
Notes to the Statement of Cash Flows | 12 |
Notes to the Financial Statements | 13 |
TES-AMM UK LTD (REGISTERED NUMBER: 03059912) |
STRATEGIC REPORT |
for the Year Ended 31 December 2023 |
The director presents his strategic report for the year ended 31 December 2023. |
REVIEW OF BUSINESS |
Our key financial performance indicators are those that communicate the financial performance of the company. |
Turnover and finance income has increased to £10.7m (2022: £9.1m) this year, largely due to an increase in the managed deployment services MDS). The total assets of the company as at 31 December 2023 have decreased to £9.5m (2022 £10.2m) as a result of paying a dividend in 2023. |
The profit for the year has decreased to £0.5m (2022 £2.1m) where 2022 included foreign exchange gains and provision releases not achieved in 2023. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The principal risks and uncertainties remain with confidence in the market and competition in the supply chain. |
2023 saw significant component price decreases putting downward pressure on the resale market. |
Assets received into stock declined through Q4 23 and continues to remain low in Q1 2024 reducing available stock for resale and also service fees. Assets processed, however, has significantly increased in Q1 2024 and this could lead to a jump in sales, but this will be short term before dropping back due to the lower inbound. |
The MDS services are provided on a project basis so revenue and costs vary accordingly. |
FUTURE DEVELOPMENTS |
Margins and staff costs are controlled by careful planning and budgeting and continuing ongoing review, to ensure efficiency. Overheads are held to a minimum to maximise the value offering to our customers and to maintain a strong customer base. The directors and management will continue to monitor costs and performance, seeking further efficiency gains wherever possible. |
FINANCIAL INSTRUMENTS |
- The company has adopted the disclosure and presentational requirements of IFRS as adopted by the UK. When a financial asset or liability is disclosed initially, it is measured at its fair value plus or minus transaction costs. The company regularly monitors its exposure to risks including pricing, credit, liquidity and cash flow. |
- The company is satisfied with the level of cash flow being maintained after taking into consideration the timing aspect of payments to trade creditors and business expenses and the availability of group financing as required. |
- The company's deposits are all in place with major UK financial institutions which are regulated by the Financial Conduct Authority. |
ON BEHALF OF THE BOARD: |
TES-AMM UK LTD (REGISTERED NUMBER: 03059912) |
REPORT OF THE DIRECTOR |
for the Year Ended 31 December 2023 |
The director presents his report with the financial statements of the company for the year ended 31 December 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the company in the year under review was that of the provision of value-added services around the refurbishment, remarketing or disposal of pre-owned IT equipment. |
DIVIDENDS |
During the year ended 31 December 2023, the company paid a dividend of £1,000,000 (2022: £Nil). |
DIRECTORS |
Other changes in directors holding office are as follows: |
DISCLOSURE IN THE STRATEGIC REPORT |
The company has chosen in accordance with s414C(11) Companies Act 2006 to set out in the company's Strategic Report information required by Schedule 7 of the Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the Director's Report. It has done so in respect of financial instruments and future developments. Also, the business review required to be disclosed in the Director's Report under s417 of the Companies Act 2006 is included in the Strategic Report. |
STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
The director is responsible for preparing the Strategic Report and Report of the Director and the financial statements in accordance with applicable laws 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 UK adopted International Accounting Standards. 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 the affairs of the company and of the profit and loss of the company 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; |
- state whether applicable accounting standards have been followed subject to any material departures disclosed and explained in the financial statements; |
- 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
The director is responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. |
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 company'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 company's auditors are aware of that information. |
TES-AMM UK LTD (REGISTERED NUMBER: 03059912) |
REPORT OF THE DIRECTOR |
for the Year Ended 31 December 2023 |
AUDITORS |
The appointment of auditors will be considered by the director. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
TES-AMM UK LTD |
Opinion |
We have audited the financial statements of TES-AMM UK Ltd (the 'company') for the year ended 31 December 2023 which comprise the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and Notes to the Statement of Cash Flows, 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 International Financial Reporting Standards (IFRSs) as adopted by the UK. |
In our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its profit for the year then ended; |
- | have been properly prepared in accordance with IFRSs as adopted by the UK; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the 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 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 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 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 Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
TES-AMM UK LTD |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the 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, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of 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 two, 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 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 company or to cease operations, or has no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
TES-AMM UK LTD |
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 mis-statements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. |
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: |
- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
- we identified the laws and regulations applicable to the company through discussions with the director and other management; |
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and International Financial Reporting Standards, as well as those laws and regulations having an indirect impact that may have a significant effect on operations, including data protection, anti-bribery, employment, environmental and health and safety legislation; |
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and |
- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and |
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
To address the risk of fraud through management bias and override of controls, we: |
- performed analytical procedures to identify any unusual or unexpected relationships; |
- tested journal entries to identify unusual transactions; |
- assessed whether judgements and assumptions made in determining the key accounting estimates set out in note 2 were indicative of potential bias; and |
- investigated the rationale behind significant or unusual transactions. |
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
- agreeing financial statement disclosures to underlying supporting documentation; |
- reading the minutes of meetings of those charged with governance; |
- enquiring of management as to actual and potential litigation and claims; and |
- reviewing correspondence with HMRC, relevant regulators and the company's legal advisors. |
In response to the presumed risk associated with revenue recognition, we: |
- reviewed invoices around the year-end to obtain cut-off assurance; and |
- reviewed post year-end credit notes raised for any relating to pre year-end sales to assess whether there were any indications of sales being overstated. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
TES-AMM UK LTD |
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the director and other management and the inspection of regulatory and legal correspondence, if any. |
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. |
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. |
for and on behalf of |
Statutory Auditor |
Chartered Accountants |
Caledonia House |
89 Seaward Street |
Glasgow |
G41 1HJ |
TES-AMM UK LTD (REGISTERED NUMBER: 03059912) |
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME |
for the Year Ended 31 December 2023 |
2023 | 2022 |
Notes | £ | £ |
CONTINUING OPERATIONS |
Revenue |
Cost of sales | ( |
) | ( |
) |
GROSS PROFIT |
Other operating income |
Administrative expenses | ( |
) | ( |
) |
OPERATING PROFIT |
Finance costs | 5 | (285 | ) | - |
Finance income | 5 | 386,624 | 234,982 |
PROFIT BEFORE INCOME TAX | 6 |
Income tax | 7 |
PROFIT FOR THE YEAR |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
TES-AMM UK LTD (REGISTERED NUMBER: 03059912) |
STATEMENT OF FINANCIAL POSITION |
31 December 2023 |
2023 | 2022 |
Notes | £ | £ |
ASSETS |
NON-CURRENT ASSETS |
Property, plant and equipment | 9 |
Deferred tax | 16 |
CURRENT ASSETS |
Inventories | 10 |
Trade and other receivables | 11 |
Cash and cash equivalents | 12 |
TOTAL ASSETS |
EQUITY |
SHAREHOLDERS' EQUITY |
Called up share capital | 13 |
Share premium | 14 |
Retained earnings | 14 |
TOTAL EQUITY |
LIABILITIES |
CURRENT LIABILITIES |
Trade and other payables | 15 |
TOTAL LIABILITIES |
TOTAL EQUITY AND LIABILITIES |
The financial statements were approved by the director and authorised for issue on |
TES-AMM UK LTD (REGISTERED NUMBER: 03059912) |
STATEMENT OF CHANGES IN EQUITY |
for the Year Ended 31 December 2023 |
Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
£ | £ | £ | £ |
Balance at 1 January 2022 | 2,000 | 4,409,821 | 498,000 | 4,909,821 |
Changes in equity |
Total comprehensive income | - | - |
Balance at 31 December 2022 | 2,000 | 6,558,139 | 498,000 | 7,058,139 |
Changes in equity |
Dividends | - | (1,000,000 | ) | - | ( |
) |
Total comprehensive income | - | - |
Balance at 31 December 2023 | 2,000 | 6,051,389 | 498,000 | 6,551,389 |
TES-AMM UK LTD (REGISTERED NUMBER: 03059912) |
STATEMENT OF CASH FLOWS |
for the Year Ended 31 December 2023 |
2023 | 2022 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | ( |
) |
Interest paid | ( |
) |
Net cash from operating activities | ( |
) |
Cash flows from investing activities |
Purchase of tangible fixed assets | ( |
) | ( |
) |
Sale of tangible fixed assets |
Cash at bank on hive-up of group company | - | 49,354 |
Interest received |
Net cash from investing activities |
Cash flows from financing activities |
Related parties | 155,472 |
Equity dividends paid | ( |
) |
Net cash from financing activities |
Increase/(decrease) in cash and cash equivalents | ( |
) |
Cash and cash equivalents at beginning of year |
2 |
1,242,509 |
Cash and cash equivalents at end of year | 2 |
TES-AMM UK LTD (REGISTERED NUMBER: 03059912) |
NOTES TO THE STATEMENT OF CASH FLOWS |
for the Year Ended 31 December 2023 |
1. | RECONCILIATION OF PROFIT BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS |
2023 | 2022 |
£ | £ |
Profit before income tax |
Depreciation charges |
Profit on disposal of fixed assets | ( |
) |
Finance costs | 285 | - |
Finance income | (386,624 | ) | (234,982 | ) |
184,422 | 1,963,939 |
Decrease/(increase) in inventories | ( |
) |
Decrease/(increase) in trade and other receivables | ( |
) |
Decrease in trade and other payables | ( |
) | ( |
) |
Cash generated from operations | ( |
) |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
Year ended 31 December 2023 |
31.12.23 | 1.1.23 |
£ | £ |
Cash and cash equivalents | 1,062,438 | 321,878 |
Year ended 31 December 2022 |
31.12.22 | 1.1.22 |
£ | £ |
Cash and cash equivalents | 321,878 | 1,242,509 |
TES-AMM UK LTD (REGISTERED NUMBER: 03059912) |
NOTES TO THE FINANCIAL STATEMENTS |
for the Year Ended 31 December 2023 |
1. | STATUTORY INFORMATION |
TES-AMM UK Ltd is a private limited company, limited by shares, registered in England and Wales. The company's registered office address is Blakeney Way, Kingswood Lakeside, Cannock, England, WS11 8JD. |
The company's financial statements are presented in Sterling (£) as that is the currency in which the majority of the company's transactions are denominated. They comprise of the financial statements of the company drawn up for the year ended 31 December 2023. |
2. | ACCOUNTING POLICIES |
Basis of preparation |
These financial statements have been prepared in accordance with UK-adopted International Accounting Standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. There were no material departures from those standards. |
The financial statements have been prepared under the historical cost convention. |
New accounting standards adopted by the company |
The company has considered all current IFRSs that have been issued but which are not yet effective and does not consider that they will have a material effect on the company's financial statements. |
Going concern |
The financial statements have been prepared on a going concern basis. After reviewing the company's position and forecasts, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore, continues to adopt the going concern basis in preparing its financial statements. Should the company encounter cash flow demands, the company's ultimate parent undertaking will provide financial support. |
Revenue recognition |
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue represents the invoice value of goods supplied and services rendered in the year, exclusive of value added tax. The company's policy is to recognise income when substantively all risks and rewards in connection with the goods and services have been passed to the buyer. |
TES-AMM UK LTD (REGISTERED NUMBER: 03059912) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Property, plant and equipment |
Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life. Depreciation is provided on the following basis: |
Fixtures and fittings | - 20% on cost and 33.3% on cost |
Equipment and motor vehicles | - 20% on cost and 33% on cost |
Computer equipment | - 33.3% on cost |
Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. |
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on the number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the assets and projected disposal values. |
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Profit or Loss. |
Impairment of non-financial assets |
At each reporting date non-financial assets not carried at fair value, like plant and equipment, are reviewed to determine whether there is an indication that an asset may be impaired. If there is an indication of possible impairment, the recoverable amount which is the higher of value in use and the fair value less cost to sell, is estimated and compared with the carrying amount. If the recoverable amount is lower, the carrying amount of the asset is reduced to its recoverable amount and an impairment loss is recognised immediately in profit and loss. |
TES-AMM UK LTD (REGISTERED NUMBER: 03059912) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments |
The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable and loans to and from related parties. |
Debt instruments (other than those wholly repayable or receivable within one year) like loans and other accounts receivable and payable are initially measured at present value of the future payments and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and trade creditors, are measured, initially and subsequently, at the undiscounted amount of cash or other consideration expected to be paid or received. |
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for evidence of impairment and if found, an impairment loss is recognised in profit or loss. |
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. |
Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts, when applicable, are shown within borrowings in current liabilities. |
Debtors |
Trade and other debtors where payment is due within one year are recognised at the settlement amount due with appropriate allowances for any irrecoverable amounts when there is objective evidence that the asset is impaired. |
Creditors |
Trade and other creditors are all recognised where the company has a present obligation resulting from a past event and are recognised at the settlement amount due after allowing for any trade discounts due. |
Inventories |
Inventories are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. |
Cost includes the purchase price of goods plus any additional costs incurred to bring the items into a saleable condition. |
At each reporting date, inventories are assessed for impairment. If inventories are impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss. |
TES-AMM UK LTD (REGISTERED NUMBER: 03059912) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Taxation |
Taxation represents the sum of tax currently payable and deferred tax. 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. |
The charge for taxation takes into account taxation deferred as a result of timing differences between the treatment of certain items for taxation and accounting purposes. In general, deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. However, deferred tax assets are recognised only to the extent that the director considers that it is more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred taxation is measured on a non-discounted basis at the tax rates that are expected to apply in the periods in which the timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date. |
With the exception of changes arising on the initial recognition of a business combination, the tax expense is presented either in profit or loss, other comprehensive income or statement of changes in equity depending on the transaction that resulted in the tax expense. |
Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. |
Foreign currency transactions |
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. |
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when the fair value was determined. |
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account except when deferred in other comprehensive income as qualifying cash flow hedges. |
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in the profit and loss account within 'other operating income'. |
Pension costs and other post retirement benefits |
The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in independently administered funds. The pension costs charged against profits represent the amount of contributions payable to the scheme in the year. The company has no obligation to fund any shortfall between the value of these assets and the return that the employees were hoping to earn. |
Employee benefits |
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave are recognised in respect of employees' services up to the end of the reporting period, and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are classified as current employee benefit obligations in the statement of financial position because they are expected to be settled wholly within twelve months after the end of the period in which the employees render the related service. |
TES-AMM UK LTD (REGISTERED NUMBER: 03059912) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Provisions |
Provisions are recognised when the company has a legal or constructive obligation at the reporting date as a result of a past event, it is probable that the company will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are recognised at the best estimate of the amount required to settle the obligation at the reporting date. |
Accrued liabilities |
Included in accrued liabilities are provisions for goods received not invoiced. The policy for release of excess liabilities is that liabilities will crystallise within 24 months. Any excess liabilities are therefore released at that time. |
Leases |
The company considers at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. |
The company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low value. The company recognises lease liabilities representing the obligations to make lease payments and right-of-use assets representing the right to use the underlying asset. |
The company recognises the right-of-use assets at the commencement date of the lease (ie. the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight line basis over the shorter of the lease term and the estimated useful lives of the assets. |
Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-use asset is depreciated over the asset’s remaining useful life. If ownership of the right-of-use asset does not transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the useful life of the right-of-use asset and the lease term. |
At the commencement date, the lease liability is initially recognised at the present value of the lease payments which have not yet been made and subsequently measured under the amortised cost method. In calculating the present value of the lease payments, the company uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of the lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. |
For short-term leases and leases of low-value assets, the company applies the short-term recognition exemption to its short term leases (ie. those that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases that are considered to be low value. Lease payments on short-term leases and leases of low value are recognised as an expense on a straight-line basis over the lease term. |
TES-AMM UK LTD (REGISTERED NUMBER: 03059912) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
3. | CRITICAL ACCOUNTING JUDGEMENTS & KEY SOURCES OF ESTIMATION UNCERTAINTY |
The preparation of the company's financial statements requires management to make judgements, estimates and assumptions that affect the reported amount of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of the reporting date. Uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in future periods. |
The company considers on an annual basis the judgements that are made by management when applying its significant accounting policies that would have the most significant effect on amounts that are recognised in the financial statements. The director considers there are no such significant judgements and that the accounting policies adopted are appropriate. |
In the application of the company's accounting policies the director is required to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. |
Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. |
Key sources of accounting estimation have been applied to depreciation rates which are deemed to be appropriate for the class of asset, the provision for bad debts based on the director's expectations of likely receipts after the year end, the provision for a write down in value of specific stock items and the carrying value of accruals. |
4. | EMPLOYEES AND DIRECTORS |
2023 | 2022 |
£ | £ |
Wages and salaries |
Social security costs |
Other pension costs |
The average number of employees during the year was as follows: |
2023 | 2022 |
Management and administration | 6 | 6 |
Sales and logistics | 75 | 63 |
2023 | 2022 |
£ | £ |
Directors' remuneration |
TES-AMM UK LTD (REGISTERED NUMBER: 03059912) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
5. | NET FINANCE INCOME |
2023 | 2022 |
£ | £ |
Finance income: |
Deposit account interest |
Interest receivable from group |
companies | 384,103 | 234,564 |
Finance costs: |
Interest payable |
Net finance income |
6. | PROFIT BEFORE INCOME TAX |
The profit before income tax is stated after charging/(crediting): |
2023 | 2022 |
£ | £ |
Cost of inventories recognised as expense |
Depreciation - owned assets |
Profit on disposal of fixed assets | ( |
) |
Auditors' remuneration | 40,380 | 24,000 |
Foreign exchange losses/(gains) | 132,777 | (141,645 | ) |
7. | INCOME TAX |
Analysis of tax expense |
No liability to UK corporation tax arose for the year ended 31 December 2023 nor for the year ended 31 December 2022. |
TES-AMM UK LTD (REGISTERED NUMBER: 03059912) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
7. | INCOME TAX - continued |
Factors affecting the tax expense |
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
2023 | 2022 |
£ | £ |
Profit before income tax |
Profit multiplied by the standard rate of corporation tax in the UK of |
Effects of: |
Capital allowances in excess of depreciation | (8,663 | ) | (25,985 | ) |
Movement in deferred tax provision | - | (16,170 | ) |
Group relief | (115,350 | ) | (359,827 | ) |
Losses available against deferred tax | - | 16,170 |
Expenses not allowable for tax purposes | 8,099 | 1,704 |
Income not assessable for tax | - | (24,072 | ) |
Tax expense |
As of 1 April 2023, the main rate of UK corporation tax increased from 19% to 25%. As the company's financial year straddles this date, a blended corporation tax rate of 23.5% has been applied which is calculated by apportioning the two tax rates on a weighted basis for the proportion of the financial year which each main tax rate was applicable. |
8. | DIVIDENDS |
2023 | 2022 |
£ | £ |
'A' ordinary shares of £1 each |
Final |
TES-AMM UK LTD (REGISTERED NUMBER: 03059912) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
9. | PROPERTY, PLANT AND EQUIPMENT |
Fixtures | Equipment |
and | and motor | Computer |
fittings | vehicles | equipment | Totals |
£ | £ | £ | £ |
COST |
At 1 January 2023 |
Additions |
Disposals | ( |
) | ( |
) |
At 31 December 2023 |
DEPRECIATION |
At 1 January 2023 |
Charge for year |
Eliminated on disposal | ( |
) | ( |
) |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
10. | INVENTORIES |
2023 | 2022 |
£ | £ |
Inventories |
Inventories recognised as an expense during the year was £6,937,877 (2022: £5,788,706). The impairment loss of inventories for the year was £68,770 (2022: £66,852). |
11. | TRADE AND OTHER RECEIVABLES |
2023 | 2022 |
£ | £ |
Current: |
Trade debtors |
Amounts owed by group undertakings |
Other debtors | 5,311 | 5,462 |
VAT |
Prepayments and accrued income | 706,680 | 633,610 |
TES-AMM UK LTD (REGISTERED NUMBER: 03059912) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
12. | CASH AND CASH EQUIVALENTS |
2023 | 2022 |
£ | £ |
Cash in hand |
Bank accounts |
13. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
'A' ordinary | £1 | 999 | 999 |
'B' ordinary | £1 | 1 | 1 |
'C' ordinary | £1 | 1,000 | 1,000 |
2,000 | 2,000 |
The shares carry the following rights: |
Dividends are paid equally to 'A' and 'B' shareholders (pari passu as if the same constituted one class of share), unless the dividends paid in any financial year exceeds £1 million, in which instance 1% of the excess over £1 million is paid to the holders of the 'C' shares. |
On a return of assets on winding up, the assets of the company shall be distributed equally amongst the holders of the 'A' and 'B' shares (pari passu as if the same constituted one class of share), unless the total amount exceeds £15 million, in which instance 1% of the balance shall be paid to the holders of the 'C' shares. |
Each 'A' share is entitled to one vote and the 'B' share is entitled to four votes. Holders of 'C' shares are not entitled to vote or attend General Meetings of the company. |
The authorised share capital of the company is £2,000 (2022: £2,000). |
14. | RESERVES |
Retained | Share |
earnings | premium | Totals |
£ | £ | £ |
At 1 January 2023 | 6,558,139 | 498,000 | 7,056,139 |
Profit for the year | 493,250 | 493,250 |
Dividends | (1,000,000 | ) | (1,000,000 | ) |
At 31 December 2023 | 6,051,389 | 498,000 | 6,549,389 |
TES-AMM UK LTD (REGISTERED NUMBER: 03059912) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
15. | TRADE AND OTHER PAYABLES |
2023 | 2022 |
£ | £ |
Current: |
Trade creditors |
Social security and other taxes |
Other creditors |
Accruals and deferred income |
VAT | - | 94,160 |
16. | DEFERRED TAX |
2023 | 2022 |
£ | £ |
Balance at 1 January | (14,205 | ) | (14,205 | ) |
Accelerated capital allowances | 45,946 | 25,590 |
Effect of increase in future UK tax rate | - | 8,816 |
Adjustment to prior year | - | 16,529 |
Expected group relief | (45,946 | ) | (50,935 | ) |
Balance at 31 December | ( |
) | ( |
) |
17. | PENSION COMMITMENTS |
The company operates a defined contribution pension scheme. The assets of the schemes are held separately from those of the company in independently administered funds. Contributions this year amounted to £36,757 (2022: £32,068). The contributions outstanding at the year-end totalled £6,493 (2022: £1,270). |
TES-AMM UK LTD (REGISTERED NUMBER: 03059912) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
18. | RELATED PARTY DISCLOSURES |
At the balance sheet date the following balance were due to/(due from) related parties |
2023 | 2022 |
£ | £ |
Tes-Amm Europe Holdings Ltd | 5,780,753 | 6,931,112 |
Tes-Amm Australia Pty Ltd | (28,284 | ) | - |
Tes-Amm (Europe) Ltd. | 11,562 | 26,560 |
Tes-Amm (Singapore) Pte. Ltd | (302,848 | ) | (228,235 | ) |
Technology Supplies International Ltd | - | 3,922 |
Tes-Amm USA Inc | 73,180 | 40,801 |
TES Consumer Solutions Ltd | 43,467 | 63,064 |
Tes Total Environmental Solutions AB | 7,850 | 44,160 |
Tes-Amm Japan K.K. | 56,612 | - |
Tes-Amm Central Europe GmbH | 58,578 | - |
Tes-Amm Espana Asset Recovery and Recycling | 15,961 |
Other group companies | 53,366 | - |
Total | 5,770,197 | 6,881,384 |
Included in the balance above with Tes-Amm Europe Holdings Ltd is a loan of £5,639,656 (2022: £6,214,297) due to the company. The loan which is unsecured and has no fixed date for repayment, bears a commercial rate of interest at 6% (2022: 4%). Interest on this loan amounted to £384,103 (2022: £234,564). |
All remaining balances arise as a result of inter-group trading. These balances are unsecured, repayable on demand and interest free. |
During the year, the following net transactions arose between the companies: |
2023 | 2022 |
Tes-Amm Europe Holdings Ltd | (1,150,359 | ) | 207,724 |
Tes-Amm (Europe) Ltd. | (14,998 | ) | 14,704 |
Tes-Amm (Singapore) Pte. Ltd | (74,613 | ) | (758,693 | ) |
Tes Total Environmental Solutions AB | (36,310 | ) | 60,307 |
Tes-Amm USA Inc | 32,379 | 59,733 |
Tes-Amm Australia Pty Ltd | (28,284 | ) | 28,839 |
Tes-Amm Central Europe GmbH | 58,578 | 44,961 |
TES Consumer Solutions Ltd | (19,597 | ) | (51,570 | ) |
Technology Supplies International Ltd | (3,922 | ) | 688 |
Other Group companies | 125,939 | 144,476 |
Total | (1,111,187 | ) | (248,831 | ) |
Inter-company transactions are carried out on such terms as would prevail with third parties. |
Key management personnel consists of the directors, General Manager and Senior Management. The remuneration of key management personnel amounts to £215,140 (2022: £245,571). Part of this cost is recharged to other group companies. |
TES-AMM UK LTD (REGISTERED NUMBER: 03059912) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
19. | ULTIMATE CONTROLLING PARTY |
The immediate parent undertaking is TES-Amm Europe Holdings Ltd. |
Until 22 April 2022, the ultimate parent undertaking and controlling party was TES-Envirocorp Pte Ltd, a company registered in Singapore. On 22 April 2022, Eco Frontier Singapore Pte Ltd acquired the entire share capital of the holding company, TES-Envirocorp Pte Ltd. After the acquisition, the immediate holding company of TES-Envirocorp Pte Ltd is Eco Frontier Singapore Pte Ltd, incorporated in Singapore and the ultimate holding entity is SK Ecoplant Co. Ltd, incorporated in the Republic of Korea. |
The only group in which the results of the company are consolidated is that headed by TES-Envirocorp Pte Ltd. Consolidated financial statements for TES-Envirocorp Pte Ltd are available from No. 9 Benoi Sector, Singapore 629844. |
TES-AMM UK LTD (REGISTERED NUMBER: 03059912) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
20. | FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES |
Managing capital |
The company's objectives when managing capital are: |
- to safeguard the entity's ability to continue as a going concern, so that it can provide returns for its shareholder and benefits for other stakeholders; |
- to provide an adequate return to the shareholder by pricing products and services commensurately with the level of risk. |
The company sets the amount of capital in proportion to risk. The company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the company may adjust dividends paid to the shareholder, sell assets to reduce debt or repay or increase inter-group indebtedness. No changes were made in the objectives, policies and processes during the current or previous year. |
The company monitors the level of capital being share capital and retained earnings to ensure that sufficient capital remains in the company to support its future operations. |
The Group and Company are exposed to the financial risks arising from their operations and the use of financial instruments. Financial instruments are classified as follows: |
Accounts receivable | Financial asset measured at amortised cost |
Amounts due from group undertakings | Financial asset measured at amortised cost |
Accounts payable and accruals | Financial liability measured at amortised cost |
Amounts due to group undertakings | Financial liability measured at amortised cost |
Key financial risks are interest rate risk, credit risk, liquidity risk and foreign currency risk. |
Interest rate risk |
Interest rate risk is the risk that the fair value of future cash flows will fluctuate because of change in the market interest rates. The Group's and Company's exposure to interest rate risk arises primarily from interest-bearing loans given to subsidiaries and related companies. |
Inter-company loans are disclosed in the Related Party note to the financial statements. |
The direct risks of interest rate volatility, whilst experienced at subsidiary company level through recharge of group borrowing costs, are entirely contingent on the strength of the Group. |
Credit risk |
Credit risk relates to the risk that a counterparty would default on its contractual obligations resulting in a loss to the company. The Group's and the Company's exposure to credit risk arises primarily from trade and other receivables amounts due from subsidiary undertakings. No other financial assets carry a significant credit risk. |
The Group adopts a policy of trading only with recognised and creditworthy third parties. It is the Group's policy that customers who wish to trade on credit terms are subject to credit verification procedures. |
Regardless of any wider Group analysis of credit risk, a significant increase in exposure to risk is presumed if a debtor is more than 90 days past due in making contractual payments. |
The Group is exposed where counterparties are engaged in similar activities or activities in the same geographical region or have economic features that would affect their ability to meet their contractual obligations to be similarly affected by changes in economic, political or other conditions. |
TES-AMM UK LTD (REGISTERED NUMBER: 03059912) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
Risk mitigation for the Group comes with the global diversification of activities although inherently similar in nature. |
Liquidity risk |
Liquidity risk is the risk that the Group or Company will encounter difficulty in meeting financial obligations due to shortages of funds. As these risks typically manifest due to the mismatch of the maturity of obligations with the availability of funds, the Group manages flexibility through stand-by credit facilities at the global group level. This factor weighs indirectly on the subsidiary companies and groups however the management of the funds to meet individual company requirements is not carried out at company level and therefore is contingent on the group as a whole. The director takes assurances from the global group and the strength of its balance sheet and total equity in excess of £100m. |
Foreign currency risk |
As a result of the Group's funding being denominated in multiple currencies due to significant overseas operations, the Group and Company Balance Sheets can be affected significantly by movements in these exchange rates. |
Functional currencies are primarily S$, US$, EUR, GBP and AUD. Such exposures are kept to an acceptable level by natural hedges from matching assets and liabilities across the globe although individual components viewed in isolation can have more pronounced movements with no obvious hedging. The impact of foreign currency movements is disclosed in the operating profit note. |