| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| TRACELINK EUROPE LTD. |
| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| TRACELINK EUROPE LTD. |
| TRACELINK EUROPE LTD. (REGISTERED NUMBER: 09154619) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 3 |
| Report of the Independent Auditors | 5 |
| Statement of Comprehensive Income | 9 |
| Balance Sheet | 10 |
| Statement of Changes in Equity | 11 |
| Cash Flow Statement | 12 |
| Notes to the Cash Flow Statement | 13 |
| Notes to the Financial Statements | 14 |
| TRACELINK EUROPE LTD. |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditors |
| Herschel House |
| 58 Herschel Street |
| Slough |
| Berkshire |
| SL1 1PG |
| TRACELINK EUROPE LTD. (REGISTERED NUMBER: 09154619) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| The directors present their strategic report for the year ended 31 December 2024. |
| The principal activity of Tracelink Inc. in the year under review was that of providing a broad range of solutions that enable companies and their supply network partners to master the supply chain challenges of today and the future. Tracelink Europe Ltd. continued to support Tracelink Inc. by providing support services in accordance with their intercompany agreement. |
| REVIEW OF BUSINESS |
| TraceLink Europe Ltd ("the Company") continues to provide support services in the United Kingdom, France, Spain, Germany and Italy. Turnover for the year ended 31 December 2024 was £17,557,950 (2023: £14,172,996). Profit before tax £735,577 (2023: £670,977). Net assets were £4,584,156 (2023: £3,689,802). |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| Market and Competition risk - The Company is exposed to normal market and economic risks and manages competition by concentrating on its strengths. |
| Regulatory risk - The Company minimises regulatory risk by training key personnel and appointing external experts where appropriate, to assess any potential non-compliance. Accounting is an example of an externally audited area. |
| KEY PERFORMANCE INDICATORS |
| The main key performance indicator is cost, therefore turnover, which is monitored quarterly by the directors at a group level. |
| FUTURE DEVELOPMENTS |
| The directors' strategy remains to continue investment in all employee functions in order to provide a high level of customer satisfaction resulting in continued annual turnover growth. |
| ON BEHALF OF THE BOARD: |
| TRACELINK EUROPE LTD. (REGISTERED NUMBER: 09154619) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| The directors present their report with the financial statements of the company for the year ended 31 December 2024. |
| PRINCIPAL ACTIVITY |
| The principal activity of the company in the year under review was that of provision of support services to the parent company. The company incurs costs and recharges these to the parent company in accordance with the intercompany agreement. |
| DIVIDENDS |
| No dividends have been or will be declared for the year ended 31 December 2024. |
| FUTURE DEVELOPMENTS |
| The directors' strategy remains to continue investment in all employee functions in order to provide a high level of customer satisfaction resulting in continued annual turnover growth. |
| EVENTS SINCE THE END OF THE YEAR |
| Information relating to events since the end of the year is given in the notes to the financial statements. |
| DIRECTORS |
| The directors during the year under review were: |
| The directors holding office at 31 December 2024 did not hold any beneficial interest in the issued share capital of the company at 1 January 2024 or 31 December 2024. |
| CHARITABLE DONATIONS AND EXPENDITURE |
| During the year the following charitable donations were made: |
| £ |
| Madrid Food Bank | 79 |
| Dream Awake Foundation | 2,667 |
| Isha Foundation | 57 |
| Surfrider Foundation | 1,100 |
| Upside Down Foundation | 782 |
| Plant for the Planet Spain | 15,698 |
| Caritas Diocesana de Valencia | 431 |
| DoMore | 1,479 |
| Total | 22,293 |
| TRACELINK EUROPE LTD. (REGISTERED NUMBER: 09154619) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the 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 of the profit or loss of the company 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. |
| The directors are 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 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 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 company'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 company's auditors are aware of that information. |
| AUDITORS |
| The auditors, Oury Clark Chartered Accountants, are deemed to be re-appointed under Section 487 (2) of the Companies Act 2006. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| TRACELINK EUROPE LTD. |
| Opinion |
| We have audited the financial statements of Tracelink Europe Ltd. (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the 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 company's affairs as at 31 December 2024 and of its profit for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 directors' 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 and one day from when the financial statements are authorised for issue. |
| 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 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 inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be misstated. If we identify such inconsistencies or apparent 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 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 Directors 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 Directors have been prepared in accordance with applicable legal requirements. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| TRACELINK EUROPE 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 any matters in the Strategic Report and the Report of the Directors that are inconsistent with our overall view of the financial statements. |
| 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 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 page four, 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 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 company or to cease operations, or have no realistic alternative but to do so. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| TRACELINK EUROPE 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 misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| Identifying and assessing potential irregularities, including fraud |
| In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following: |
| - Considering the nature of the industry, sector, control environment and current business activities, including possible performance targets and subsequent remuneration. |
| - Enquiring of management concerning policies and procedures relating to: |
| 1. Complying with laws and regulations and whether there were any instances of non-compliance; |
| 2. Mitigating, detecting and responding to fraud risk and whether there has been any actual or possible instances of fraud. |
| - Discussing within the engagement team regarding how and where fraud may occur in the financial statements along with the possible indicators of fraud. We identified management override is most likely to be susceptible to fraud. |
| - Discussing within the engagement team the legal and regulatory framework in which the company operates and in particular those which would have an impact on the financial statements. The key laws and regulations considered were the Companies Act 2006, UK tax legislation and employment law. |
| Audit response to the risks identified |
| As noted above, we identified management override as the matter that would most likely be susceptible to fraud. Our procedures to respond to this risk included the following: |
| - Review of nominal ledger and all journals posted in the year to ensure there was no evidence of management override. |
| Further, we also identified compliance with the Companies Act 2006, UK tax legislation and employment law as being key areas where there may be possible non-compliance. Our procedures to respond to these risks included the following: |
| - Review the disclosures in the financial statements through completion of a disclosure checklist and testing disclosures to supporting documentation to assess compliance with the Companies Act 2006; |
| - Review of the financial statements prepared by someone independent of the audit team; |
| - Review the corporation tax return to ensure it complies with UK tax legislation and completion of our detailed corporation tax checklist; |
| - Review of the corporation tax computations prepared by someone independent of the audit team; |
| - Checked a sample of compliance with right to work checks and reviewed legal fees for indications of material issues arising out of non-compliance with employment law. |
| The above matters and identified laws and regulations and potential fraud risks were communicated to all engagement team members in order to enable the team to have the ability to identify such risks. The whole team remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. |
| There are inherent limitations in the audit procedures described above and the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment. |
| 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| TRACELINK EUROPE LTD. |
| 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 |
| Herschel House |
| 58 Herschel Street |
| Slough |
| Berkshire |
| SL1 1PG |
| TRACELINK EUROPE LTD. (REGISTERED NUMBER: 09154619) |
| STATEMENT OF COMPREHENSIVE |
| INCOME |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| TURNOVER | 3 |
| Administrative expenses |
| OPERATING PROFIT | 5 |
| Interest receivable and similar income |
| 739,334 | 670,977 |
| Interest payable and similar expenses | 6 |
| PROFIT BEFORE TAXATION |
| Tax on profit | 7 |
| PROFIT FOR THE FINANCIAL YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| TRACELINK EUROPE LTD. (REGISTERED NUMBER: 09154619) |
| BALANCE SHEET |
| 31 DECEMBER 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 8 |
| CURRENT ASSETS |
| Debtors | 9 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 10 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 14 |
| Other reserves |
| Retained earnings |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| TRACELINK EUROPE LTD. (REGISTERED NUMBER: 09154619) |
| STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Called up |
| share | Retained | Other | Total |
| capital | earnings | reserves | equity |
| £ | £ | £ | £ |
| Balance at 1 January 2023 |
| Changes in equity |
| Equity-settled share based payment | - | - | 249,434 | 249,434 |
| Total comprehensive income | - |
| Balance at 31 December 2023 |
| Changes in equity |
| Equity-settled share based payment | - | - | 466,789 | 466,789 |
| Total comprehensive income | - |
| Balance at 31 December 2024 |
| TRACELINK EUROPE LTD. (REGISTERED NUMBER: 09154619) |
| CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 |
| Interest paid | ( |
) |
| Tax paid | ( |
) | ( |
) |
| Net cash from operating activities |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | ( |
) | ( |
) |
| Interest received |
| Net cash from investing activities | ( |
) | ( |
) |
| Cash flows from financing activities |
| (Increase)/decrease in group balances | ( |
) |
| Net cash from financing activities | ( |
) |
| Increase/(decrease) in cash and cash equivalents | ( |
) |
| Cash and cash equivalents at beginning of year |
2 |
580,000 |
| Cash and cash equivalents at end of year | 2 | 2,222,833 | 213,391 |
| TRACELINK EUROPE LTD. (REGISTERED NUMBER: 09154619) |
| NOTES TO THE CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Profit before taxation |
| Depreciation charges |
| Share option charge | 466,789 | 249,434 |
| Movements in provision | - | (81,000 | ) |
| Finance costs | 3,757 | - |
| Finance income | (6,087 | ) | (1,159 | ) |
| 1,486,391 | 1,103,477 |
| Decrease/(increase) in trade and other debtors | ( |
) |
| Increase in trade and other creditors |
| Cash generated from operations |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 31 December 2024 |
| 31.12.24 | 1.1.24 |
| £ | £ |
| Cash and cash equivalents | 2,222,833 | 213,391 |
| Year ended 31 December 2023 |
| 31.12.23 | 1.1.23 |
| £ | £ |
| Cash and cash equivalents | 213,391 | 580,000 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1.1.24 | Cash flow | At 31.12.24 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 213,391 | 2,009,442 | 2,222,833 |
| 213,391 | 2,222,833 |
| Total | 213,391 | 2,009,442 | 2,222,833 |
| TRACELINK EUROPE LTD. (REGISTERED NUMBER: 09154619) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 1. | STATUTORY INFORMATION |
| Tracelink Europe Ltd. is a private company limited by shares, and is incorporated and domiciled in the UK and registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page. The company's trading address is The Charter Building, Uxbridge, Middlesex, UB8 1JG. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The financial statements have been prepared on the basis that the Company is a going concern. The directors consider this to be reasonable given the expected future performance of the business and the company has confirmed financial support and continuation of the cost plus agreement from their immediate parent company Tracelink Inc. for a period of at least twelve months and one day from the date of the audit report attached to these financial statements were approved. |
| Judgements in applying accounting policies and key sources of estimation uncertainty |
| Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
| Turnover |
| Turnover is measured at fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Tracelink Europe Ltd provides support services in the United Kingdom, France, Spain, Germany and Italy and turnover is a cost recharged to Tracelink Inc. in accordance with their agreement. All revenue is billed in GBP to Tracelink Inc. Turnover is wholly attributable to the principle activity of the company. Turnover is recognised when chargeable costs are incurred. |
| 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 - Straight line over 5 to 10 years |
| Fixtures and fittings - Straight line over 3 years |
| Computer equipment - Straight line over 3 years |
| All items of property, plant and equipment are stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of items. |
| Tax on profit |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the 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. |
| TRACELINK EUROPE LTD. (REGISTERED NUMBER: 09154619) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 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 year 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. |
| Operating leasing commitments |
| Amounts 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. |
| Financial instruments |
| Basic Financial Instruments as covered by Section 11 of FRS 102 are measured at amortised cost. The company does not have any Other Financial Instruments as covered by Section 12 of FRS 102. |
| Share-based payments |
| Employees of the Company receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments in the parent undertaking, Tracelink Inc. (equity-settled transactions). |
| The cost of equity-settled transactions is determined by the fair value on grant date. Fair value is independently determined using the Black Scholes option pricing model that takes into account exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions. |
| The cost of equity settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods. |
| The share based payment expense is recognised on the basis of a reasonable allocation of the group expense. |
| TRACELINK EUROPE LTD. (REGISTERED NUMBER: 09154619) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Critical accounting estimates |
| The process of preparing financial statements in conformity with accounting principles generally accepted in the United Kingdom ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. |
| 3. | TURNOVER |
| The turnover and profit before taxation are attributable to the one principal activity of the company. |
| An analysis of turnover by geographical market is given below: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| United States of America |
| 4. | EMPLOYEES AND DIRECTORS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| The average number of employees during the year was as follows: |
| 31.12.24 | 31.12.23 |
| Support services | 80 | 62 |
| Administration | 10 | 9 |
| Within the wage expense is a share option charge for the year of £466,789 (2023: £249,434 ). |
| No directors have been remunerated by this company. The services of the directors to the company do not occupy a significant amount of their time. As such the directors do not consider that they have received remuneration for their incidental services to the company for either 2024 or 2023. |
| TRACELINK EUROPE LTD. (REGISTERED NUMBER: 09154619) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 5. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Other operating leases |
| Depreciation - owned assets |
| Auditors' remuneration |
| Foreign exchange differences | ( |
) |
| 6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Interest payable |
| 7. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Current tax: |
| UK corporation tax |
| Deferred tax |
| Tax on profit |
| UK corporation tax has been charged at 25% . |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of (2023 - |
| Effects of: |
| Expenses not deductible for tax purposes |
| Depreciation in excess of capital allowances |
| Deferred tax adjustment | 5,514 | 8,742 |
| Total tax charge | 308,012 | 255,682 |
| TRACELINK EUROPE LTD. (REGISTERED NUMBER: 09154619) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 8. | TANGIBLE FIXED ASSETS |
| Improvements | Fixtures |
| to | and | Computer |
| property | fittings | equipment | Totals |
| £ | £ | £ | £ |
| COST |
| At 1 January 2024 |
| Additions |
| Disposals | ( |
) | ( |
) | ( |
) | ( |
) |
| Reclassification/transfer | ( |
) |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) | ( |
) | ( |
) |
| Reclassification/transfer | ( |
) |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 9. | DEBTORS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Amounts falling due within one year: |
| Amounts owed by group undertakings |
| Other debtors |
| VAT |
| Deferred tax asset |
| Prepayments and accrued income |
| Amounts falling due after more than one year: |
| Other debtors |
| Aggregate amounts |
| TRACELINK EUROPE LTD. (REGISTERED NUMBER: 09154619) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 9. | DEBTORS - continued |
| Deferred tax asset |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Accelerated capital allowances |
| Deferred tax | 5,930 | (18,683 | ) |
| Amounts owed by group undertakings are unsecured, interest free and repayable on demand. |
| 10. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Trade creditors |
| Corporation tax |
| Other taxation and social security |
| Accruals and deferred income |
| 11. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Within one year |
| Between one and five years |
| Included within the minimum lease payments is a lease for office space in Spain. Although the lease payments are due at the balance sheet date, the lease was transferred to a newly incorporated entity in Spain after the year end and therefore will not be settled in full by the company. |
| 12. | SECURITY |
| The company's assets are subject to a charge in favour of the company's bankers relating to the credit card facilities provided. |
| 13. | DEFERRED TAX |
| £ |
| Balance at 1 January 2024 | ( |
) |
| Provided during year |
| Balance at 31 December 2024 | ( |
) |
| TRACELINK EUROPE LTD. (REGISTERED NUMBER: 09154619) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 14. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31.12.24 | 31.12.23 |
| value: | £ | £ |
| Ordinary | £1 | 1,000 | 1,000 |
| There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital. |
| 15. | 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. |
| 16. | POST BALANCE SHEET EVENTS |
| A new entity was incorporated in Spain after the year end. Certain assets will be moved to the Spanish entity after the year end. Future costs incurred in Spain will be incurred by the Spanish entity as opposed to the UK entity which will impact both the expenses and cost plus turnover of Tracelink Europe Ltd in future financial years. |
| 17. | ULTIMATE PARENT COMPANY |
| TraceLink Inc. (incorporated in the USA) is regarded by the directors as being the company's immediate and ultimate parent company. |
| Tracelink Inc. is the smallest and largest group to consolidate the results and financial position of the company. Copies of the parent consolidated financial statements can be obtained from: |
| 200 Ballardvale St., Building 1, Suite 100, Wilmington, MA 01887. |
| It is the opinion of the directors that there is no ultimate controlling party. |
| TRACELINK EUROPE LTD. (REGISTERED NUMBER: 09154619) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 18. | SHARE-BASED PAYMENT TRANSACTIONS |
| The ultimate parent company, TraceLink Inc. has reserved shares of common stock for issuance as stock options. |
| The stock options granted expire in 10 years from the date of grant or upon termination of the optionee's employment or other relationship with the company. The options vest over 4 years with 25% of the original number of shares becoming exercisable on the anniversary of the vesting start date, and shall become exercisable for an additional 2.0833% of the original number of shares granted as of the last day of each one-month period thereafter until the fourth anniversary of the vesting start date. The options are equity settled and valued using the Black Scholes method of valuation. |
| During the year 109,200 (2023: 161,600) share options were granted at a weighted average exercise price of $15.64 (2023: $14.54). |
| During the year 54,433 (2023: 18,311) share options were forfeited at a weighted average exercise price of $9.67 (2023: $14.28). |
| During the year Nil (2023: 2,125) share options were exercised at a weighted average exercise price of $Nil (2023: $4.45). |
| As at 31 December 2024 the number of shares that are exercisable, have been fully vested, is 183,322 (2023: 148,452) with a weighted average exercise price of $11.72 (2023: $9.24). |
| As at 31 December 2024 387,287 (2023: 332,520) share options are outstanding with weighted average exercise price $13.48 (2023: $12.14). |
| The share based payment expense is recognised on the basis of a reasonable allocation of the group expense. |