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REGISTERED NUMBER: SC359017















TECHNOLOGY SUPPLIES INTERNATIONAL LTD.

UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023






TECHNOLOGY SUPPLIES INTERNATIONAL LTD. (REGISTERED NUMBER: SC359017)






CONTENTS OF THE FINANCIAL STATEMENTS
for the Year Ended 31 December 2023




Page

Balance Sheet 1

Notes to the Financial Statements 3


TECHNOLOGY SUPPLIES INTERNATIONAL LTD. (REGISTERED NUMBER: SC359017)

BALANCE SHEET
31 December 2023

2023 2022
Notes £    £   
FIXED ASSETS
Tangible assets 4 - 786,412
Investments 5 - 300,000
- 1,086,412

CURRENT ASSETS
Debtors 6 201 2,219,364
Cash at bank - 43,359
201 2,262,723
CREDITORS
Amounts falling due within one year 7 - (3,970,652 )
NET CURRENT ASSETS/(LIABILITIES) 201 (1,707,929 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

201

(621,517

)

CAPITAL AND RESERVES
Called up share capital 11 200 200
Retained earnings 12 1 (621,717 )
SHAREHOLDERS' FUNDS 201 (621,517 )

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2023.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2023 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges his responsibilities for:
(a)ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and
(b)preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

TECHNOLOGY SUPPLIES INTERNATIONAL LTD. (REGISTERED NUMBER: SC359017)

BALANCE SHEET - continued
31 December 2023


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

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the director and authorised for issue on 20 March 2024 and were signed by:





S M Graham - Director


TECHNOLOGY SUPPLIES INTERNATIONAL LTD. (REGISTERED NUMBER: SC359017)

NOTES TO THE FINANCIAL STATEMENTS
for the Year Ended 31 December 2023

1. STATUTORY INFORMATION

Technology Supplies International Ltd. is a private company, limited by shares, registered in Scotland. The company's registered office address is 10 Crompton Way, North Newmoor Industrial Estate, Irvine, KA11 4HU.

The presentation and functional currency of the financial statements is Sterling (£).

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. There have been no material departures from that standard. The financial statements have been prepared on a going concern basis under the historical cost convention.

Going concern
As at 31 December 2021, the company's balance sheet reflects net liabilities. Despite this, and the ongoing uncertainty arising from the Covid-19 pandemic and the measures which may be taken by the government to control the spread thereof, having reviewed the company's forecasts and projections, and as the company's ultimate parent undertaking has confirmed that it will provide financial support to the company if required, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. As the Group is undergoing a major reorganisation, the activities of the company will be hived up into another Group company during the next financial year. This exercise will adopt the going concern basis even though the activities with Technology Supplies International Ltd will be wound down. The directors consider the results for year end 31 December, 2021 to be symptomatic of the major expansion being undertaken. The ongoing value of the company's activities is dependent on a number of key suppliers and transfer of those relationships. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Cash Flow Statement
The company has taken advantage of the reduced disclosure exemption from the requirements of Section 7 Statement of Cash Flows paragraph 7.1B.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Preparation of consolidated financial statements
The financial statements contain information about Technology Supplies International Ltd. as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

TECHNOLOGY SUPPLIES INTERNATIONAL LTD. (REGISTERED NUMBER: SC359017)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Judgements
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 directors consider there are no such significant judgements.

Key accounting estimates and assumptions
In the application of the company's accounting policies, the directors are 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. The following key accounting estimates have been considered by the directors:

Turnover
Turnover represents net invoiced sales of goods, excluding value added tax. The company's policy is to recognise a sale when substantively all the risks and rewards in connection with the goods have been passed to the buyer.

Tangible fixed assets
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.
Leasehold improvements - 20% on cost
Plant and machinery - 20% straight line
Fixtures and fittings - 20% straight line
Computer equipment - 20% straight line

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses.

The assets' residual values and useful lives are reviewed and adjusted if appropriate each reporting period. The effect of any change is accounted for prospectively.

Impairment of non-financial assets
At each reporting date non-financial assets not carried at fair value, like property, 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.

Investments in subsidiaries
Investments in unlisted subsidiary undertakings are recorded at cost less accumulated impairment losses.

TECHNOLOGY SUPPLIES INTERNATIONAL LTD. (REGISTERED NUMBER: SC359017)

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.

In respect of the hive-up transaction alone, the company issued unsecured loan notes 2023.

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 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.

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 directors consider it to be 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 average tax rates which would apply when the timing differences are expected to reverse, based on tax rates and laws that have been enacted by 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.

TECHNOLOGY SUPPLIES INTERNATIONAL LTD. (REGISTERED NUMBER: SC359017)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Foreign currencies
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 an independently administered fund. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Short term employee benefits
Short term employee benefits are recognised as an expense in the period in which they are incurred.

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.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2022 - NIL).

TECHNOLOGY SUPPLIES INTERNATIONAL LTD. (REGISTERED NUMBER: SC359017)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023

4. TANGIBLE FIXED ASSETS
Fixtures
Leasehold Plant and and Computer
improvements machinery fittings equipment Totals
£    £    £    £    £   
COST
At 1 January 2023 387,213 3,375 672,207 131,460 1,194,255
Reclassification/transfer (387,213 ) (3,375 ) (672,207 ) (131,460 ) (1,194,255 )
At 31 December 2023 - - - - -
DEPRECIATION
At 1 January 2023 111,993 1,969 197,958 95,923 407,843
Charge for year 17,763 169 33,123 5,117 56,172
Reclassification/transfer (129,756 ) (2,138 ) (231,081 ) (101,040 ) (464,015 )
At 31 December 2023 - - - - -
NET BOOK VALUE
At 31 December 2023 - - - - -
At 31 December 2022 275,220 1,406 474,249 35,537 786,412

5. FIXED ASSET INVESTMENTS
Shares in
group
undertaking
£   
COST
At 1 January 2023 300,000
Reclassification/transfer (300,000 )
At 31 December 2023 -
NET BOOK VALUE
At 31 December 2023 -
At 31 December 2022 300,000

The company owned 100% of the ordinary share capital of Goldberg Enterprises Ltd (2022: 100%). The registered office for the subsidiary is Blakeney Way, Kingswood Lakeside, Cannock, England, WS11 8JD. The total aggregate capital and reserves of the subsidiary undertaking as at 31 December 2023 is £2 (2022: £8,948) and the company made a loss for the year of £8,946 (2022: loss of £21,083). Following a hive-up on 18 January, 2023 the subsidiary company ceased to trade.

The cost of the investment was hived-up to TES Consumer Solutions Ltd at net book value.

TECHNOLOGY SUPPLIES INTERNATIONAL LTD. (REGISTERED NUMBER: SC359017)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023

6. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Amounts owed by group undertakings 1 1,322,707
Other debtors 200 287,421
VAT - 307,197
Deferred tax asset - 287,135
Prepayments and accrued income - 14,904
201 2,219,364

Amounts owed by group undertakings relate to the issue of loan notes referred to under Financial Instruments Note 14.

7. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Amounts owed to group undertakings - 3,970,652

Although technically repayable on demand, the group undertakings provide support and ultimately the holding company has confirmed it does not intend to seek repayment of loans, where necessary to provide support to the company, for at least a period of twelve months from the date of approval of these financial statements.

8. SECURED DEBTS

The following secured debts are included within creditors:

2023 2022
£    £   

Obligations under hire purchase agreements were secured over the assets to which they relate.

9. FINANCIAL INSTRUMENTS

Unsecured Loan Notes 2023
20232022
£   £   
Loan notes issued1-

On 1 November, 2023, the company issued Unsecured Loan Notes 2023 of £1 in respect of the purchase price of the assets and activities of Technology Supplies International Ltd.

As part of the hive-up transaction, inter-company debts amounting to £677,151 were forgiven by the immediate holding company, TES-Amm Europe Holdings Ltd.

Loans were interest free and repayable on demand.

TECHNOLOGY SUPPLIES INTERNATIONAL LTD. (REGISTERED NUMBER: SC359017)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023

10. DEFERRED TAX
£   
Balance at 1 January 2023 (287,135 )
Reclassified on hive-up 287,135
Balance at 31 December 2023 -

The deferred tax asset relates to accelerated capital allowances offset by tax losses available for carry forward.

11. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
200 Ordinary £1 200 200

The holders of ordinary shares are entitled to receive dividends as and when declared by the company. All shares carry one vote without restriction.

The authorised share capital of the company is £1,000 (2022: £1,000).

12. RESERVES
Retained
earnings
£   

At 1 January 2023 (621,717 )
Profit for the year 621,718
At 31 December 2023 1

13. PENSION COMMITMENTS

The company operated a defined contribution pension scheme, the assets of which are held in separate funds. There were no amounts charged to the Profit and Loss Account for the years ended 31 December 2023 or 31 December 2022 and no amounts outstanding at either balance sheet date.

TECHNOLOGY SUPPLIES INTERNATIONAL LTD. (REGISTERED NUMBER: SC359017)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023

14. RELATED PARTY DISCLOSURES

At the balance sheet date the following balance were due to/(due from) related parties

20232022
Tes-Amm Europe Holdings Limited-£3,970,652
TES Consumer Solutions Ltd-(1,247,707)
Goldberg Enterprises Ltd -(75,000)
Total-£2,647,945

During the year ended 31 December, 2023, there were no transactions with any other group companies other than the hive up of all assets and liabilities, and the issue of Loan Notes as disclosed in note 14 (2022 : £Nil).

Inter-company transactions are carried out on such terms as would prevail with third parties.

15. ULTIMATE CONTROLLING PARTY

The immediate parent undertaking is TES-Amm Europe Holdings Ltd. This company is in turn owned by TES Envirocorp Pte Ltd, registered in Singapore.

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.

TECHNOLOGY SUPPLIES INTERNATIONAL LTD. (REGISTERED NUMBER: SC359017)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023

16. FINANCIAL RISK MANAGEMENT AND POLICIES

The Group and Company are exposed to the financial risks arising from its operations and the use of financial instruments. 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 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.

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 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 directors take 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's 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.