REGISTERED NUMBER: |
FINANCIAL STATEMENTS |
FOR THE PERIOD |
1 JANUARY 2023 TO 29 DECEMBER 2023 |
FOR |
TAE POWER SOLUTIONS ENGINEERING LIMITED |
REGISTERED NUMBER: |
FINANCIAL STATEMENTS |
FOR THE PERIOD |
1 JANUARY 2023 TO 29 DECEMBER 2023 |
FOR |
TAE POWER SOLUTIONS ENGINEERING LIMITED |
TAE POWER SOLUTIONS ENGINEERING LIMITED (REGISTERED NUMBER: 11549836) |
CONTENTS OF THE FINANCIAL STATEMENTS |
For The Period 1 January 2023 to 29 December 2023 |
Page |
Company Information | 1 |
Balance Sheet | 2 |
Notes to the Financial Statements | 3 |
TAE POWER SOLUTIONS ENGINEERING LIMITED |
COMPANY INFORMATION |
For The Period 1 January 2023 to 29 December 2023 |
DIRECTOR: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
1 Rushmills |
Bedford Road |
Northampton |
Northamptonshire |
NN4 7YB |
TAE POWER SOLUTIONS ENGINEERING LIMITED (REGISTERED NUMBER: 11549836) |
BALANCE SHEET |
29 December 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 4 |
Tangible assets | 5 |
CURRENT ASSETS |
Debtors | 6 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 7 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES | ( |
) | ( |
) |
PROVISIONS FOR LIABILITIES | 9 |
NET LIABILITIES | ( |
) | ( |
) |
CAPITAL AND RESERVES |
Called up share capital | 10 |
Share option reserve |
Retained earnings | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered. |
The financial statements were approved by the director and authorised for issue on |
TAE POWER SOLUTIONS ENGINEERING LIMITED (REGISTERED NUMBER: 11549836) |
NOTES TO THE FINANCIAL STATEMENTS |
For The Period 1 January 2023 to 29 December 2023 |
1. | STATUTORY INFORMATION |
TAE Power Solutions Engineering Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
The trading address of TAE Power Solutions Engineering is 3900 Parkside, Birmingham, B37 7YG |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Turnover from contracts is recognised in accordance with the stage of completion of the project. |
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 |
Improvements to property | - |
Plant and machinery | - |
Fixtures and fittings | - |
Computer equipment | - |
Government grants |
Government grants relating to revenue shall be recognised in income on a systematic basis over the periods in which the entity recognises the related costs for which the grant is intended to compensate. |
Taxation |
Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
TAE POWER SOLUTIONS ENGINEERING LIMITED (REGISTERED NUMBER: 11549836) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
For The Period 1 January 2023 to 29 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
Going concern |
As at 29 December 2023 the company's liabilities exceeded its assets by £25,470,216. The company is financed by its ultimate parent company, and is dependent upon the continued support of the ultimate parent company and its investors. With this support, at the time of approving the financial statements, the directors have reasonable expectation that the company has adequate resources and funding in place to continue in operational existence for the foreseeable future and pay its liabilities as they fall due. |
As at the point of authorising the accounts, and for the foreseeable future, the directors consider the going concern assumption to still be appropriate. However, should continuing funding not be available, the going concern basis would be invalid and the adjustments would have to be made to reduce the value of assets to their realisable amount and to provide for any further liabilities that might arise. |
The directors acknowledge that given the currently rapidly changing business and social environment, there are likely to be significant unknown factors which may present themselves. Such factors are considered by the directors to represent a general inherent level of risk in relation to the going concern assumption albeit not quantifiable at this time. |
Thus the directors continue to adopt the going concern basis of accounting in preparing the financial |
statements. |
TAE POWER SOLUTIONS ENGINEERING LIMITED (REGISTERED NUMBER: 11549836) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
For The Period 1 January 2023 to 29 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Share based payments |
The Group provides share-based payment arrangements to certain employees. |
Equity-settled arrangements are measured at fair value (excluding the effect on non-market based vesting conditions) at the date of the grant. The fair value is expensed on a straight-line basis over the vesting period. The amount recognised as an expense is adjusted to reflect the actual number of shares or options that will vest. |
Where equity-settled arrangements are modified, and are of benefit to the employee, the incremental fair value is recognised over the period from the date of modification to date of vesting. Where a modification is not beneficial to the employee there is no change to the charge for share-based payment. Settlements and cancellations are treated as an acceleration of vesting and the unvested amount is recognised immediately in the income statement. |
Cash-settled share options are measured at fair value at the balance sheet date. The Group recognises a liability at the balance sheet date based on these fair values, taking into account the estimated number of options that will actually vest and the current proportion of the vesting period. Changes in the value of this liability are recognised in the income statement. |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the period was |
4. | INTANGIBLE FIXED ASSETS |
Other |
intangible |
assets |
£ |
COST |
At 1 January 2023 |
and 29 December 2023 |
AMORTISATION |
At 1 January 2023 |
Charge for period |
At 29 December 2023 |
NET BOOK VALUE |
At 29 December 2023 |
At 31 December 2022 |
TAE POWER SOLUTIONS ENGINEERING LIMITED (REGISTERED NUMBER: 11549836) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
For The Period 1 January 2023 to 29 December 2023 |
5. | TANGIBLE FIXED ASSETS |
Improvements | Fixtures |
to | Plant and | and | Computer |
property | machinery | fittings | equipment | Totals |
£ | £ | £ | £ | £ |
COST |
At 1 January 2023 |
Additions |
Disposals | ( |
) | ( |
) |
At 29 December 2023 |
DEPRECIATION |
At 1 January 2023 |
Charge for period |
Eliminated on disposal | ( |
) | ( |
) |
At 29 December 2023 |
NET BOOK VALUE |
At 29 December 2023 |
At 31 December 2022 |
6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Trade debtors |
Other debtors |
7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Trade creditors |
Amounts owed to group undertakings |
Taxation and social security |
Other creditors |
8. | LEASING AGREEMENTS |
Minimum lease payments under non-cancellable operating leases fall due as follows: |
2023 | 2022 |
£ | £ |
Within one year |
Between one and five years |
TAE POWER SOLUTIONS ENGINEERING LIMITED (REGISTERED NUMBER: 11549836) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
For The Period 1 January 2023 to 29 December 2023 |
9. | PROVISIONS FOR LIABILITIES |
2023 | 2022 |
£ | £ |
Deferred tax | 302,150 | 94,272 |
Deferred |
tax |
£ |
Balance at 1 January 2023 |
Provided during period |
Balance at 29 December 2023 |
10. | CALLED UP SHARE CAPITAL |
Allotted and issued: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary share capital | 1 | 500,001 | 1 |
500,000 ordinary shares of £1 each were issued at par on 8 June 2023. |
11. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
The Report of the Auditors was unqualified. |
for and on behalf of |
Material uncertainty related to going concern |
We draw attention to Note 2 in the financial statements, which indicates that as of 29 December 2023, the company’s current liabilities exceeded its total assets by £25,470,216. As stated in Note 2, these events or conditions, along with other matters, indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. |
Our opinion is not modified in respect of this matter. |
12. | CAPITAL COMMITMENTS |
2023 | 2022 |
£ | £ |
Contracted but not provided for in the |
financial statements |
13. | RELATED PARTY DISCLOSURES |
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. |
During the year, sales of £86,518 (2023: £nil) were made to non wholly owned group companies. |
TAE POWER SOLUTIONS ENGINEERING LIMITED (REGISTERED NUMBER: 11549836) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
For The Period 1 January 2023 to 29 December 2023 |
14. | POST BALANCE SHEET EVENTS |
In November 2024, the group completed an internal restructure, which saw the UK headcount reduce as we look to right-size the business and its operations to maximise potential and reduce ongoing fixed costs. No provision has been included in relation to these amounts as the restructure did not occur until late 2024. |
Subsequent to the year end, 383,241 share options have been forfeited. Amounts totalling £351,765 have been released from the share option reserve in 2024 and 2025 to date in relation to these. |
15. | ULTIMATE CONTROLLING PARTY |
The company's immediate parent company is TAE Power Solutions Limited |
TAE Technologies Inc is the ultimate controlling party by virtue of their shareholding in the group. |
TAE POWER SOLUTIONS ENGINEERING LIMITED (REGISTERED NUMBER: 11549836) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
For The Period 1 January 2023 to 29 December 2023 |
16. | SHARE-BASED PAYMENT TRANSACTIONS |
The number of equity-settled share based payments has been disclosed in the below table. During the year, the charge for the equity-settled share based payment was £584,093. |
Some employees of the company have been issued share options in TAE Power Solutions LLC and TAE Technologies Inc. Share options which have been granted have non-market vesting conditions attached, and there are two different classes. Share options are exercisable immediately after the vesting period between 1-6 years following their grant. |
The fair value of share options granted is estimated at the date of grant. The grant date for accounting purposes is at various points as the options were issued, as this is when a shared understanding of the terms and conditions of the arrangements was achieved between various parties. When assessing the fair value at the grant date, market information was used from which the parent company is listed in. |
The fair value of share options granted is estimated at the date of grant using Black Scholes model. |
The following table illustrates the number and weighted average exercise price of, and movements in, share options during the year; |
Number of share options | Weighted average exercise price |
At 1 January 2022 | - |
Issued | 1,081,022 | $14,64 |
Forfeited | (80,483 | ) | $14.64 |
At 29 December 2023 | 1,000,539 | $14.64 |
The options outstanding at 29 December 2023 had an exercise price ranging from £22.39 to £1.03 and a remaining contractual life of 5.66 years on average. Note the above exercise prices are in a base currency of US Dollars and have been converted at the exchange rate at the year end date. |
During the year ended 29 December 2023, 1,008,539 share options were issued with a weighted average aggregate value of £2,686,716 at the date of grant to employees. |
The fair value of the share options granted during the year were determined using the Black-Scholes option pricing model with the following weighted average assumptions: |
Average ($ | ) | Average (£ | ) |
Share price | 20.37 | 16.29 |
Exercise price | 14.64 | 11.71 |
Expected volatility | 70.82% |
Expected option life | 5.66 years |
Risk-free interest rate | 2.93% |
Subsequent to the year end, 383,241 share options have been forfeited. Amounts totalling £351,765 have been released from the share option reserve in 2024 and 2025 to date in relation to these. |