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REGISTERED NUMBER: 13481469 (England and Wales)
























GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD

28 DECEMBER 2022 TO 25 DECEMBER 2023

FOR

TAE POWER SOLUTIONS LIMITED

TAE POWER SOLUTIONS LIMITED (REGISTERED NUMBER: 13481469)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
For The Period 28 December 2022 to 25 December 2023










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Consolidated Statement of Comprehensive Income 9

Consolidated Balance Sheet 11

Company Balance Sheet 12

Consolidated Statement of Changes in Equity 13

Company Statement of Changes in Equity 14

Consolidated Cash Flow Statement 15

Notes to the Consolidated Cash Flow Statement 16

Notes to the Consolidated Financial Statements 17


TAE POWER SOLUTIONS LIMITED

COMPANY INFORMATION
For The Period 28 December 2022 to 25 December 2023







DIRECTORS: K Munipella
R Bareket





REGISTERED OFFICE: C/O Thrings Llp
6 Drakes Meadow
Swindon
SN3 3LL





REGISTERED NUMBER: 13481469 (England and Wales)





AUDITORS: TC Group
1 Rushmills
Bedford Road
Northampton
Northamptonshire
NN4 7YB

TAE POWER SOLUTIONS LIMITED (REGISTERED NUMBER: 13481469)

GROUP STRATEGIC REPORT
For The Period 28 December 2022 to 25 December 2023


The directors present their strategic report of the company and the group for the period 28 December 2022 to 25 December 2023.

REVIEW OF BUSINESS
At TAE, we see a future fuelled by good, clean power: Electricity that is abundant, carbon-free, non-radioactive, and affordable for all, provided by commercial fusion energy. But the path to that perfect energy source demands innovations we can implement today.

Enter TAE Power Solutions. Our revolutionary technologies were originally developed to bridge the gap between the amount of power needed to run a TAE fusion research reactor and what was supplied by the local power grid.

With no sufficient solution available in the market, TAE created a first-of-its-kind energy storage and power delivery system. That innovation has unlocked a complete clean energy ecosystem, including more affordable and efficient storage, ultrafast charging capabilities, electric vehicle powertrains, peak shaving, buffering, and second life of batteries. TAE Power Solutions is now adapting the same technology invented to power our fusion technology for your car, home, or business - accelerating the transition to an electrified world.

During the period, the group has continued to develop its mobility team and several group functions, supporting the global TPS family. With the global group focusing on the mobility and stationary sectors, we have an unparalleled opportunity to succeed in two of the fastest growing markets. The UK group has seen the team continue to develop its innovative ACi technology. ACi unlocks the true potential of the battery with the ability to balance thermal loads and actively monitor State of Charge (SOC) and State of Health (SOH) for precise control of each module in the pack. This unique approach enables systems that are faster charging, have stronger sustained power, and are longer lasting to ensure EVs can go the distance without range anxiety.

The business is continuing to focus on maximising its commercial potential, operationalise the business and create a platform for long term sustainable growth.

Following the end of the financial period, the group divested its non-core operations, with a customer acquiring the wiring harness element of the group in June 2024. This allows the group to continue its focus on our core ACi technology.

In November 2024, the group completed an internal restructure, which saw the UK headcount reduce to 75 employees as we look to right-size the business and its operations to maximise potential and reduce ongoing fixed costs.

VISION
A clean, electric future where the world's best power systems run on TAE technologies.

VALUES
We will harness the skill, commitment and knowledge of our staff by investing in their professional development and planning for our future.
We will be recognized as a progressive and valued employer, with staff who are proud to work here.
We will develop a business culture around being EPIC both internally and externally.


TAE POWER SOLUTIONS LIMITED (REGISTERED NUMBER: 13481469)

GROUP STRATEGIC REPORT
For The Period 28 December 2022 to 25 December 2023

PRINCIPAL RISKS AND UNCERTAINTIES
The Directors have assessed the principal risks that face the business now and in the future.

Human Resource Risk
The team are key to the success of the group and we are trying to create an atmosphere and culture that helps to attract and retain talent. We look to continually invest in the team in order to create a place where the team want to achieve exciting things.

Liquidity Risk
The Company continues to manage its financial risk of liquidity, by ensuring it has sufficient cash available to meet the financial needs of the company and its subsidiaries and the parent company has pledged its financial support.

Competitive Risk
A lot of what the group does is confidential and in order to mitigate risk, we do not make public iterations of our technology in order to enable us to maintain a competitive edge over the other players in the market.

KEY PERFORMANCE INDICATORS
As expected, group turnover has decreased for the period as the company has consciously moved towards a focus on developing its core technology, rather than working on external projects.

Group headcount increased during period, which showed our ability to recruit and retain employees to share in the company's vision.

ON BEHALF OF THE BOARD:





K Munipella - Director


17 April 2025

TAE POWER SOLUTIONS LIMITED (REGISTERED NUMBER: 13481469)

REPORT OF THE DIRECTORS
For The Period 28 December 2022 to 25 December 2023


The directors present their report with the financial statements of the company and the group for the period 28 December 2022 to 25 December 2023.

PRINCIPAL ACTIVITY
The principal activity of the group in the period under review was that of manufacturing, engineering and consultancy services focussed on low carbon technology and electronic equipment.

DIVIDENDS
No dividends will be distributed for the period ended 25 December 2023.

RESEARCH AND DEVELOPMENT
The group is engaged in a number of internal and external projects to expand the research and development knowledge within the group. During the period we continued to work on the Celeritas project as part of APC18 with an exciting consortium and have been investing significantly in our facilities and team to held deliver clean, electric solutions.

FUTURE DEVELOPMENTS
The group continues to develop its key technologies and look to exploit these in the future. The advancements in mobility electrification is fast moving and requires us to continue to invest in the team and expand our capabilities. We are fully focused on developing our ACi technology and look to commercialise this.

EVENTS SINCE THE END OF THE PERIOD
Information relating to events since the end of the period is given in the notes to the financial statements.

DIRECTORS
The directors who have held office during the period from 28 December 2022 to the date of this report are as follows:

R Frost - resigned 24 May 2023
K Munipella - appointed 31 December 2022
R Kadri - resigned 31 December 2022

R Bareket was appointed as a director after 25 December 2023 but prior to the date of this report.

D G Roberts ceased to be a director after 25 December 2023 but prior to the date of this report.

FINANCIAL INSTRUMENTS
The group utilises various financial instruments including loans, cash and various items such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these is to raise finance for the group's operations. The existence of these financial instruments exposes the group to a number of financial risks, which are described in more detail in the Strategic Report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have 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 directors must not approve the financial statements unless they are 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 directors are 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.


TAE POWER SOLUTIONS LIMITED (REGISTERED NUMBER: 13481469)

REPORT OF THE DIRECTORS
For The Period 28 December 2022 to 25 December 2023

STATEMENT OF DIRECTORS' RESPONSIBILITIES - continued
The directors are 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 them to ensure that the financial statements comply with the Companies Act 2006. They are 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 directors are 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 each director 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, TC Group, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





K Munipella - Director


17 April 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
TAE POWER SOLUTIONS LIMITED


Opinion
We have audited the financial statements of TAE Power Solutions Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 25 December 2023 which comprise the Consolidated Statement of 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 25 December 2023 and of the group's loss for the period 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.

Material uncertainty related to going concern
We draw attention to Note 2 in the financial statements, which indicates that as of 25 December 2023, the group’s total liabilities exceeded its total assets by £40,729,341. 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 group’s ability to continue as a going concern.

Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
TAE POWER SOLUTIONS LIMITED


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 Directors 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 Directors 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 Directors.

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 directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on pages four and five, the directors are 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 directors determine 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 directors are 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 directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
TAE POWER SOLUTIONS LIMITED


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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and determined that the most significant frameworks which are directly relevant so specific assertions in the financial statements are those that relate to the reporting framework (UK GAAP and the Companies Act 2006) and the relevant tax compliance regulations in the UK.

- We understood how the group is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures. We corroborated our enquiries through review of board minutes and discussions with those charged with governance.

- We assess the susceptibility of the group's financial statements to material misstatement, including how fraud might occur, by discussion with management from various parts of the business to understand where they considered there was a susceptibility to fraud. We considered the procedures and controls that the company has established to prevent and detect fraud, and how these are monitored by management, and also any enhanced risk factors such as performance targets.

- Based on our understanding, we designed our audit procedures to identify any non-compliance with laws and regulations identified in the paragraphs above.

- We also performed audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.

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.




Emma Jones FCCA (Senior Statutory Auditor)
for and on behalf of TC Group
1 Rushmills
Bedford Road
Northampton
Northamptonshire
NN4 7YB

17 April 2025

TAE POWER SOLUTIONS LIMITED (REGISTERED NUMBER: 13481469)

CONSOLIDATED
STATEMENT OF COMPREHENSIVE
INCOME
For The Period 28 December 2022 to 25 December 2023

Period Period
28.12.22 28.6.21
to to
25.12.23 27.12.22
Notes £    £   

TURNOVER 3,688,770 7,844,901

Cost of sales 9,793,883 3,274,880
GROSS (LOSS)/PROFIT (6,105,113 ) 4,570,021

Administrative expenses 20,436,645 12,041,452
(26,541,758 ) (7,471,431 )

Other operating income 1,200,813 1,178,014
OPERATING LOSS 4 (25,340,945 ) (6,293,417 )

Stock impairment 5 (769,019 ) -
Impairment of goodwill 5 (8,126,296 ) -
(34,236,260 ) (6,293,417 )

Interest receivable and similar income 9,098 -
(34,227,162 ) (6,293,417 )

Interest payable and similar expenses 6 889,011 67,505
LOSS BEFORE TAXATION (35,116,173 ) (6,360,922 )

Tax on loss 7 31,982 44,395
LOSS FOR THE FINANCIAL PERIOD (35,148,155 ) (6,405,317 )

OTHER COMPREHENSIVE INCOME
FX on consolidation (3,625 ) -
Share options 737,756 -
Income tax relating to components of
other comprehensive income

-

-
OTHER COMPREHENSIVE INCOME FOR THE
PERIOD, NET OF INCOME TAX

734,131

-
TOTAL COMPREHENSIVE INCOME FOR THE
PERIOD

(34,414,024

)

(6,405,317

)

Loss attributable to:
Owners of the parent (35,148,155 ) (6,405,317 )

Total comprehensive income attributable to:
Owners of the parent (34,414,024 ) (6,405,317 )

TAE POWER SOLUTIONS LIMITED (REGISTERED NUMBER: 13481469)

CONSOLIDATED
STATEMENT OF COMPREHENSIVE
INCOME
For The Period 28 December 2022 to 25 December 2023

Period Period
28.12.22 28.6.21
to to
25.12.23 27.12.22
£    £   

TAE POWER SOLUTIONS LIMITED (REGISTERED NUMBER: 13481469)

CONSOLIDATED BALANCE SHEET
25 December 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 9 20,349 9,132,956
Tangible assets 10 1,719,963 542,615
Investments 11 - -
1,740,312 9,675,571

CURRENT ASSETS
Stocks 12 1,266,872 1,270,965
Debtors 13 1,999,495 2,547,440
Cash at bank 508,109 761,335
3,774,476 4,579,740
CREDITORS
Amounts falling due within one year 14 17,995,783 15,970,644
NET CURRENT LIABILITIES (14,221,307 ) (11,390,904 )
TOTAL ASSETS LESS CURRENT LIABILITIES (12,480,995 ) (1,715,333 )

CREDITORS
Amounts falling due after more than one
year

15

(27,924,294

)

(4,505,712

)

PROVISIONS FOR LIABILITIES 18 (324,052 ) (94,272 )
NET LIABILITIES (40,729,341 ) (6,315,317 )

CAPITAL AND RESERVES
Called up share capital 19 90,000 90,000
Other reserves 20 737,756 -
Retained earnings 20 (41,557,097 ) (6,405,317 )
SHAREHOLDERS' FUNDS (40,729,341 ) (6,315,317 )

The financial statements were approved by the Board of Directors and authorised for issue on 17 April 2025 and were signed on its behalf by:





K Munipella - Director


TAE POWER SOLUTIONS LIMITED (REGISTERED NUMBER: 13481469)

COMPANY BALANCE SHEET
25 December 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 9 - -
Tangible assets 10 - -
Investments 11 25,000 8,719,190
25,000 8,719,190

CURRENT ASSETS
Debtors 13 1,367,941 7,564,737
Cash at bank - 1
1,367,941 7,564,738
CREDITORS
Amounts falling due within one year 14 13,552,960 13,773,257
NET CURRENT LIABILITIES (12,185,019 ) (6,208,519 )
TOTAL ASSETS LESS CURRENT LIABILITIES (12,160,019 ) 2,510,671

CREDITORS
Amounts falling due after more than one
year

15

27,909,488

4,481,667
NET LIABILITIES (40,069,507 ) (1,970,996 )

CAPITAL AND RESERVES
Called up share capital 19 90,000 90,000
Other reserves 20 43,576 -
Retained earnings 20 (40,203,083 ) (2,060,996 )
SHAREHOLDERS' FUNDS (40,069,507 ) (1,970,996 )

Company's loss for the financial year (38,142,087 ) (2,060,996 )

The financial statements were approved by the Board of Directors and authorised for issue on 17 April 2025 and were signed on its behalf by:





K Munipella - Director


TAE POWER SOLUTIONS LIMITED (REGISTERED NUMBER: 13481469)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For The Period 28 December 2022 to 25 December 2023

Called up
share Retained Other Total
capital earnings reserves equity
£    £    £    £   

Changes in equity
Issue of share capital 90,000 - - 90,000
Total comprehensive income - (6,405,317 ) - (6,405,317 )
Balance at 27 December 2022 90,000 (6,405,317 ) - (6,315,317 )

Changes in equity
Total comprehensive income - (35,151,780 ) 737,756 (34,414,024 )
Balance at 25 December 2023 90,000 (41,557,097 ) 737,756 (40,729,341 )

TAE POWER SOLUTIONS LIMITED (REGISTERED NUMBER: 13481469)

COMPANY STATEMENT OF CHANGES IN EQUITY
For The Period 28 December 2022 to 25 December 2023

Called up
share Retained Other Total
capital earnings reserves equity
£    £    £    £   

Changes in equity
Issue of share capital 90,000 - - 90,000
Total comprehensive income - (2,060,996 ) - (2,060,996 )
Balance at 27 December 2022 90,000 (2,060,996 ) - (1,970,996 )

Changes in equity
Total comprehensive income - (38,142,087 ) 43,576 (38,098,511 )
Balance at 25 December 2023 90,000 (40,203,083 ) 43,576 (40,069,507 )

TAE POWER SOLUTIONS LIMITED (REGISTERED NUMBER: 13481469)

CONSOLIDATED CASH FLOW STATEMENT
For The Period 28 December 2022 to 25 December 2023

Period Period
28.12.22 28.6.21
to to
25.12.23 27.12.22
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 (21,584,149 ) (8,532,661 )
Interest paid (889,011 ) (67,505 )
Tax paid 483,602 (182,114 )
Net cash from operating activities (21,989,558 ) (8,782,280 )

Cash flows from investing activities
Purchase of tangible fixed assets (1,559,313 ) (347,586 )
Purchase of fixed asset investments (25,000 ) (8,719,190 )
Fixed assets on acquisition (5,611 ) -
Cash at acquisition 17,971 475,391
Interest received 9,098 -
Net cash from investing activities (1,562,855 ) (8,591,385 )

Cash flows from financing activities
Share issue - 90,000
Amounts loaned from group undertakings 23,299,187 18,045,000
Net cash from financing activities 23,299,187 18,135,000

(Decrease)/increase in cash and cash equivalents (253,226 ) 761,335
Cash and cash equivalents at beginning
of period

2

761,335

-

Cash and cash equivalents at end of
period

2

508,109

761,335

TAE POWER SOLUTIONS LIMITED (REGISTERED NUMBER: 13481469)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
For The Period 28 December 2022 to 25 December 2023


1. RECONCILIATION OF OPERATING LOSS TO CASH GENERATED FROM OPERATIONS

Period Period
28.12.22 28.6.21
to to
25.12.23 27.12.22
£    £   
Operating loss (25,340,945 ) (6,293,417 )
Depreciation charges 1,395,451 1,051,774
Loss on disposal of fixed assets 453 -
Stock impairment (769,019 ) -
Share based payments 737,756 -
(23,976,304 ) (5,241,643 )
Decrease/(increase) in stocks 4,093 (727,854 )
Decrease/(increase) in trade and other debtors 295,531 (392,131 )
Increase/(decrease) in trade and other creditors 2,092,531 (2,171,033 )
Cash generated from operations (21,584,149 ) (8,532,661 )

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:

Period ended 25 December 2023
25.12.23 28.12.22
£    £   
Cash and cash equivalents 508,109 761,335
Period ended 27 December 2022
27.12.22 28.6.21
£    £   
Cash and cash equivalents 761,335 -


3. ANALYSIS OF CHANGES IN NET FUNDS

At 28.12.22 Cash flow At 25.12.23
£    £    £   
Net cash
Cash at bank 761,335 (253,226 ) 508,109
761,335 (253,226 ) 508,109
Debt
Debts falling due within 1 year (11,203 ) 1,063 (10,140 )
Debts falling due after 1 year (24,045 ) 9,239 (14,806 )
(35,248 ) 10,302 (24,946 )
Total 726,087 (242,924 ) 483,163

TAE POWER SOLUTIONS LIMITED (REGISTERED NUMBER: 13481469)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For The Period 28 December 2022 to 25 December 2023


1. STATUTORY INFORMATION

TAE Power Solutions 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.

The trading address of TAE Power Solutions Limited is 3900 Parkside, Birmingham, B37 7YG

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 financial statements incorporate the financial statements of the company and its subsidiary undertakings. Intercompany transactions and balances between group companies have been eliminated in full.

Significant judgements and estimates
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Stock provisioning
The manufactures equipment which is subject to changing customer demands and technological change. As a result it is necessary to consider the recoverability of the cost of stock and the associated provisioning required. Management consider the nature and condition of stock, as well as apply assumptions around expected future demand for the stock, when calculating the level stock provisioning.

Impairment of goodwill
Determining whether the company's investments in subsidiaries and related goodwill have been impaired requires estimations of the investments' values in use. The value in use calculations require the entity to estimate the future cash flows expected to arise from the investments and suitable discount rates in order to calculate present values.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill
Goodwill, being the amount paid in excess of net assets acquired, is being amortised evenly over its estimated useful life of ten years.

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.

Patents and licences are being amortised evenly over their estimated useful life of ten years.

TAE POWER SOLUTIONS LIMITED (REGISTERED NUMBER: 13481469)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
For The Period 28 December 2022 to 25 December 2023


2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Improvements to property - 25% on reducing balance and 10% on cost
Plant and machinery - 25% on reducing balance
Fixtures and fittings - 25% on reducing balance and 20% on reducing balance
Computer equipment - 33% on cost and 25% on cost

Government grants
Government grants relating to revenue hall be recognised in income on a systematic basis over the periods in which the entity the related costs for which the grant is intended to compensate.

Stocks
Stocks are valued at the lower of cost and estimated selling price less costs to complete and sell, after making due allowance for obsolete and slow moving items.

Taxation
Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, 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.

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.

Research and development
Expenditure on research and development is written off in the year in which it is incurred.


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 group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

TAE POWER SOLUTIONS LIMITED (REGISTERED NUMBER: 13481469)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
For The Period 28 December 2022 to 25 December 2023


2. ACCOUNTING POLICIES - continued

Going concern
As at 25 December 2023 the group's liabilities exceeded its assets by £40,729,341. The group 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 group 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.

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.

TAE POWER SOLUTIONS LIMITED (REGISTERED NUMBER: 13481469)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
For The Period 28 December 2022 to 25 December 2023


3. EMPLOYEES AND DIRECTORS

Period Period
28.12.22 28.6.21
to to
25.12.23 27.12.22
£ £
Wages and salaries 13,721,965 7,716,276
Social security costs 1,477,139 854,078
Other pension costs 596,298 322,958
15,795,402 8,893,312

The average number of employees during the period was as follows:

Period Period
28.12.22 28.6.21
to to
25.12.23 27.12.22

Employees 207 120
207 120

Period Period
28.12.22 28.6.21
to to
25.12.23 27.12.22
£    £   
Directors' remuneration 127,083 429,831

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes - 1

4. OPERATING LOSS

The operating loss is stated after charging:

Period Period
28.12.22 28.6.21
to to
25.12.23 27.12.22
£    £   
Hire of plant and machinery 370 -
Other operating leases 450,260 306,328
Depreciation - owned assets 387,802 130,235
Loss on disposal of fixed assets 453 -
Goodwill amortisation 1,007,448 921,539
Patents and licences amortisation 200 200
Auditors' remuneration 37,000 27,000
Auditors' remuneration for non audit work 25,472 -
Foreign exchange differences 2,207 8,240

TAE POWER SOLUTIONS LIMITED (REGISTERED NUMBER: 13481469)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
For The Period 28 December 2022 to 25 December 2023


5. EXCEPTIONAL ITEMS
Period Period
28.12.22 28.6.21
to to
25.12.23 27.12.22
£    £   
Stock impairment (769,019 ) -
Impairment of goodwill (8,126,296 ) -
(8,895,315 ) -

6. INTEREST PAYABLE AND SIMILAR EXPENSES
Period Period
28.12.22 28.6.21
to to
25.12.23 27.12.22
£    £   
Bank interest 1,676 7,821
HMRC interest 40,767 25,081
Intercompany loan interest 846,568 34,603
889,011 67,505

7. TAXATION

Analysis of the tax charge
The tax charge on the loss for the period was as follows:
Period Period
28.12.22 28.6.21
to to
25.12.23 27.12.22
£    £   
Current tax:
Tax under provision (197,798 ) 129

Deferred tax 229,780 44,266
Tax on loss 31,982 44,395

UK corporation tax has been charged at 23.52 % (2022 - 19.75 %).

TAE POWER SOLUTIONS LIMITED (REGISTERED NUMBER: 13481469)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
For The Period 28 December 2022 to 25 December 2023


7. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below:

Period Period
28.12.22 28.6.21
to to
25.12.23 27.12.22
£    £   
Loss before tax (35,116,173 ) (6,360,922 )
Loss multiplied by the standard rate of corporation tax in the UK of
23.520 % (2022 - 19.750 %)

(8,259,324

)

(1,256,282

)

Effects of:
Expenses not deductible for tax purposes 2,744,400 226,494
Income not taxable for tax purposes (3,383 ) -
Capital allowances in excess of depreciation (238,134 ) (49,133 )
Adjustments to tax charge in respect of previous periods (197,798 ) 129
Losses carried forward 5,756,441 1,083,033
Deferred tax 229,780 44,266
Other adjustments - (4,112 )
Total tax charge 31,982 44,395

Tax effects relating to effects of other comprehensive income

28.12.22 to 25.12.23
Gross Tax Net
£    £    £   
FX on consolidation (3,625 ) - (3,625 )
Share options 737,756 - 737,756
734,131 - 734,131

The group has estimated trading losses of £30,993,031 (2022: £6,641,455) available for carry forward against future trading profits.

A deferred tax asset of £7,748,258 (2022: £1,660,364) has not been recognised due to the uncertainty over the timing of future taxable profits against which the losses can be offset.

8. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.


TAE POWER SOLUTIONS LIMITED (REGISTERED NUMBER: 13481469)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
For The Period 28 December 2022 to 25 December 2023


9. INTANGIBLE FIXED ASSETS

Group
Patents
and
Goodwill licences Totals
£    £    £   
COST
At 28 December 2022 10,053,145 2,000 10,055,145
Additions 21,337 - 21,337
Impairments (10,053,145 ) - (10,053,145 )
At 25 December 2023 21,337 2,000 23,337
AMORTISATION
At 28 December 2022 921,539 650 922,189
Amortisation for period 1,007,448 200 1,007,648
Impairments (1,926,849 ) - (1,926,849 )
At 25 December 2023 2,138 850 2,988
NET BOOK VALUE
At 25 December 2023 19,199 1,150 20,349
At 27 December 2022 9,131,606 1,350 9,132,956

10. TANGIBLE FIXED ASSETS

Group
Improvements Fixtures
to Plant and and Computer
property machinery fittings equipment Totals
£    £    £    £    £   
COST
At 28 December 2022 151,082 197,970 255,246 267,873 872,171
Additions 45,150 1,177,355 124,117 212,691 1,559,313
Disposals - - (708 ) - (708 )
Reclassification/transfer - - - 6,290 6,290
At 25 December 2023 196,232 1,375,325 378,655 486,854 2,437,066
DEPRECIATION
At 28 December 2022 58,177 80,151 80,451 110,777 329,556
Charge for period 30,350 198,526 54,403 104,523 387,802
Eliminated on disposal - - (255 ) - (255 )
At 25 December 2023 88,527 278,677 134,599 215,300 717,103
NET BOOK VALUE
At 25 December 2023 107,705 1,096,648 244,056 271,554 1,719,963
At 27 December 2022 92,905 117,819 174,795 157,096 542,615

TAE POWER SOLUTIONS LIMITED (REGISTERED NUMBER: 13481469)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
For The Period 28 December 2022 to 25 December 2023


11. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 28 December 2022 8,719,190
Additions 525,000
Impairments (9,219,190 )
At 25 December 2023 25,000
NET BOOK VALUE
At 25 December 2023 25,000
At 27 December 2022 8,719,190

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

TAE Power Solutions Engineering Limited
Registered office: C/O Thrings LLP, 6 Drakes Meadow, Swindon, SN3 3LL
Nature of business: Other professional, scientific and technical
%
Class of shares: holding
Ordinary 100.00

TAE Power Solutions Manufacturing Limited
Registered office: C/O Thrings LLP, 6 Drakes Meadow, Swindon, SN3 3LL
Nature of business: Manufacture of electrical and electronic equipment
%
Class of shares: holding
Ordinary, A, B and C 100.00

TAE Power Solutions Prague s.r.o.
Registered office: C/O Thrings LLP, 6 Drakes Meadow, Swindon, SN3 3LL
Nature of business: Other professional, scientific and technical
%
Class of shares: holding
Ordinary 100.00


12. STOCKS

Group
2023 2022
£    £   
Stocks 1,266,872 1,270,965

TAE POWER SOLUTIONS LIMITED (REGISTERED NUMBER: 13481469)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
For The Period 28 December 2022 to 25 December 2023


13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£    £    £    £   
Trade debtors 407,530 467,981 - -
Amounts owed by group undertakings 39,219 - 1,367,941 7,523,484
Other debtors 103,058 106,005 - -
Tax 99,699 385,503 - -
VAT 511,437 19,405 - -
Prepayments 838,552 1,568,546 - 41,253
1,999,495 2,547,440 1,367,941 7,564,737

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£    £    £    £   
Bank loans and overdrafts (see note 16) 10,140 11,203 - -
Trade creditors 2,706,874 1,081,681 - 343
Amounts owed to group undertakings 13,445,000 13,563,333 13,445,000 13,563,333
Social security and other taxes 811,196 976,070 10,076 87,185
Other creditors 172,179 92,945 15,861 18,367
Accrued expenses 850,394 245,412 82,023 104,029
17,995,783 15,970,644 13,552,960 13,773,257

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group Company
2023 2022 2023 2022
£    £    £    £   
Bank loans (see note 16) 14,806 24,045 - -
Amounts owed to group undertakings 27,909,488 4,481,667 27,909,488 4,481,667
27,924,294 4,505,712 27,909,488 4,481,667

TAE POWER SOLUTIONS LIMITED (REGISTERED NUMBER: 13481469)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
For The Period 28 December 2022 to 25 December 2023


16. LOANS

An analysis of the maturity of loans is given below:

Group
2023 2022
£    £   
Amounts falling due within one year or on demand:
Bank loans 10,140 11,203
Amounts falling due between one and two years:
Bank loans - 1-2 years 10,397 9,239
Amounts falling due between two and five years:
Bank loans - 2-5 years 4,409 14,806

The loan within creditors is a bounceback loan, which incurs a fixed level of interest and is guaranteed by the UK government.

17. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable operating leases
2023 2022
£    £   
Within one year 203,316 373,270
Between one and five years 282,546 600,306
In more than five years 127,918 -
613,780 973,576

18. PROVISIONS FOR LIABILITIES

Group
2023 2022
£    £   
Deferred tax 324,052 94,272

Group
Deferred
tax
£   
Balance at 28 December 2022 94,272
Charge to Statement of Comprehensive Income during period 229,780
Balance at 25 December 2023 324,052

TAE POWER SOLUTIONS LIMITED (REGISTERED NUMBER: 13481469)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
For The Period 28 December 2022 to 25 December 2023


19. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
90,000 Ordinary share class 1 1 90,000 90,000

20. RESERVES

Group
Retained Other
earnings reserves Totals
£    £    £   

At 28 December 2022 (6,405,317 ) - (6,405,317 )
Deficit for the period (35,148,155 ) (35,148,155 )
Share options - 737,756 737,756
FX on consolidation (3,625 ) - (3,625 )
At 25 December 2023 (41,557,097 ) 737,756 (40,819,341 )

Company
Retained Other
earnings reserves Totals
£    £    £   

At 28 December 2022 (2,060,996 ) - (2,060,996 )
Deficit for the period (38,142,087 ) (38,142,087 )
Share options - 43,576 43,576
At 25 December 2023 (40,203,083 ) 43,576 (40,159,507 )


21. CAPITAL COMMITMENTS
2023 2022
£    £   
Contracted but not provided for in the
financial statements - 320,937

22. 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.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Key management personnel of the entity or its parent (in the aggregate)

Total remuneration paid to key management personnel during the period was £1,325,136 (2022: £429,583).

TAE POWER SOLUTIONS LIMITED (REGISTERED NUMBER: 13481469)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
For The Period 28 December 2022 to 25 December 2023


23. POST BALANCE SHEET EVENTS

On 30 June 2024 the trade and assets of TAE Power Solutions Manufacturing Limited were acquired by a customer of the group under an Asset Purchase Agreement.

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, 495,820 share options have been forfeited. Amounts totalling £464,156 have been released from the share option reserve in 2024 and 2025 to date in relation to these.

24. ULTIMATE CONTROLLING PARTY

The immediate parent company is TAE Power Solutions LLC.

TAE Technologies Inc is the ultimate controlling party by virtue of their shareholding in the group.

TAE POWER SOLUTIONS LIMITED (REGISTERED NUMBER: 13481469)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
For The Period 28 December 2022 to 25 December 2023


25. 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 £737,756.

Some employees of the group 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 1,532,593 $14,64
Forfeited (313,714 ) $14.64
At 25 December 2023 1,218,879 $14.64

The options outstanding at 25 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 25 December 2023, 1,532,593 share options were issued with a weighted average aggregate value of £4,060,920 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, 495,820 share options have been forfeited. Amounts totalling £464,156 have been released from the share option reserve in 2024 and 2025 to date in relation to these.