REGISTERED NUMBER: 08692717

TES CONSUMER SOLUTIONS LTD

STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

Page

Strategic Report

1

Report of the Director

2

Report of the Independent Auditors

4

Statement of Profit or Loss and Other Comprehensive Income

8

Statement of Financial Position

9

Statement of Changes in Equity

11

Statement of Cash Flows

12

Notes to the Statement of Cash Flows

13

Notes to the Financial Statements

16

The director presents strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

Our key financial performance indicators are those that communicate the financial performance of the company.

Turnover and finance income has increased to £39.96m (2023: £33.25m) this year, largely due to a increase in sales through the referral scheme. There has also been a larger emphasis on quick turn around of devices and assets being shipped on the same day. This decision has had a positive impact on our revenue stream.

The total assets of the company as of 31 December 2024 have decreased to £13.9m (2023: £14.96m).

The loss for the year has decreased to £1.66m (2023: £4.22m).

The continued general economic uncertainty in the consumer market has not allowed the company to maximise the benefits from the expansion and investment in the new facility, hence the focus is on operational efficiencies.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risk and uncertainty remain with consumer confidence in the market and competition in the supply chain.

The company has the benefit of being part of a large group and the support of the parent, whilst negotiating the current market conditions.

FUTURE DEVELOPMENTS

A major supplier has indicated they will withdraw supply. The directors and management are reviewing the opportunities and threats to the business on that basis. An outcome of this exercise may be the company is merged with other UK associated companies to create a leaner and stronger business.

FINANCIAL INSTRUMENTS

- The company has adopted the disclosure and presentational requirements of IFRS as adopted by the UK. When a financial asset or liability is disclosed initially, it is measured at its fair value plus or minus transaction costs. The company regularly monitors its exposure to risks including pricing, credit, liquidity and cash flow.

- The company is satisfied with the level of cash flow being maintained after taking into consideration the timing aspect of payments to trade creditors and business expenses and the availability of group financing as required.

- The company's deposits are all in place with major UK financial institutions which are regulated by the Financial Conduct Authority.

ON BEHALF OF THE BOARD:

G Cripps - Director

11 April 2025

The director presents 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 refurbishment of computers and peripheral equipment.

DIVIDENDS

The director does not recommend the payment of a dividend for the year ended 31 December 2024 (2023: £nil). The loss for the year of £1,664,693 will be taken to reserves.

DIRECTORS

S M Graham - resigned 17 April 2024

C M Ghatan - appointed 17 April 2024

C M Ghatan ceased to be a director after 31 December 2024 but prior to the date of this report.

G Cripps was appointed as director after 31 December 2024 but prior to date of this report.

DISCLOSURE IN THE STRATEGIC REPORT

The company has chosen in accordance with s414C(11) Companies Act 2006 to set out in the company's Strategic Report information required by Schedule 7 of the Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the Director's Report. It has done so in respect of financial instruments and future developments. Also, the business review required to be disclosed in the Director's Report under s417 of the Companies Act 2006 is included in the Strategic Report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director, the Strategic Report and the financial statements in accordance with applicable laws and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with UK adopted International Accounting Standards. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of the affairs of the company and of the profit and loss of the company for that period. In preparing these financial statements, the director is required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable accounting standards have been followed subject to any material departures disclosed and explained in the financial statements;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The director is responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that ought to have taken as a director in order to make aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The appointment of auditors will be considered by the director.

ON BEHALF OF THE BOARD:

G Cripps - Director

11 April 2025

Opinion

We have audited the financial statements of TES Consumer Solutions Ltd (the 'company') for the year ended 31 December 2024 which comprise the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the UK.

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;

-	have been properly prepared in accordance with IFRSs as adopted by the UK; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty relating to going concern

We draw attention to note 2 in the financial statements. The company was reliant on Group finance to enable it to continue to be in a position to remain trading and to meet its liabilities as they fell due; inter-group indebtedness is sufficient to cover the net liabilities position. The company's ultimate parent undertaking has confirmed that it will provide additional financial support if required for a period of at least 24 months from the date of this report. Should the ultimate holding company, through the intermediate holding company demand repayment of the above debt, the company would not be able to comply and in our opinion, preparation of the accounts on a basis other than that of a going concern would be necessary. Our opinion is not modified in respect of this matter.

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material mis-statements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other management;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and International Financial Reporting Standards, as well as those laws and regulations having an indirect impact that may have a significant effect on operations, including data protection, anti-bribery, employment, environmental and health and safety legislation;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the key accounting estimates set out in note 2 were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the presumed risk associated with revenue recognition, we:

- reviewed invoices around the year-end to obtain cut-off assurance.

- reviewed post year-end credit notes raised for any relating to pre year-end sales to assess whether there were any indications of sales being overstated.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC, relevant regulators and the company's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Ewen Dyer BA CA (Senior Statutory Auditor)

for and on behalf of Martin Aitken & Co Ltd

Statutory Auditor

Chartered Accountants

Caledonia House

89 Seaward Street

Glasgow

G41 1HJ

11 April 2025

CONTINUING OPERATIONS

Revenue

4

39,957,383

33,246,134

Cost of sales

(37,158,079

)

(31,618,654

)

GROSS PROFIT

2,799,304

1,627,480

Distribution costs

(1,456,337

)

(1,641,630

)

Administrative expenses

(2,270,794

)

(3,582,523

)

OPERATING LOSS

(927,827

)

(3,596,673

)

Finance costs

6

(743,831

)

(625,984

)

Finance income

6

6,965

2,560

LOSS BEFORE INCOME TAX

7

(1,664,693

)

(4,220,097

)

Income tax

8

-

-

LOSS FOR THE YEAR

(1,664,693

)

(4,220,097

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(1,664,693

)

(4,220,097

)

ASSETS

NON-CURRENT ASSETS

Goodwill

9

2,835

6,838

Owned

Intangible assets

10

11,923

25,457

Property, plant and equipment

11

596,065

949,086

Right-of-use

Property, plant and equipment

11, 19

4,050,270

4,561,878

Deferred tax

20

287,135

287,135

4,948,228

5,830,394

CURRENT ASSETS

Inventories

12

1,557,376

2,050,842

Trade and other receivables

13

3,444,571

3,748,243

Cash and cash equivalents

14

3,917,808

3,332,436

8,919,755

9,131,521

TOTAL ASSETS

13,867,983

14,961,915

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

15

100

100

Retained earnings

16

(9,033,767

)

(7,369,074

)

TOTAL EQUITY

(9,033,667

)

(7,368,974

)

LIABILITIES

NON-CURRENT LIABILITIES

Financial liabilities - borrowings

Lease liabilities

18, 19

3,762,501

4,251,694

CURRENT LIABILITIES

Trade and other payables

17

18,649,956

17,602,782

Financial liabilities - borrowings

Lease liabilities

18, 19

489,193

476,413

19,139,149

18,079,195

TOTAL LIABILITIES

22,901,650

22,330,889

TOTAL EQUITY AND LIABILITIES

13,867,983

14,961,915

The financial statements were approved by the Board of Directors and authorised for issue on 11 April 2025 and were signed by:

G Cripps - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

100

(3,148,977

)

(3,148,877

)

Changes in equity

Total comprehensive income

-

(4,220,097

)

(4,220,097

)

Balance at 31 December 2023

100

(7,369,074

)

(7,368,974

)

Changes in equity

Total comprehensive income

-

(1,664,693

)

(1,664,693

)

Balance at 31 December 2024

100

(9,033,767

)

(9,033,667

)

Cash flows from operating activities

Cash generated from operations

1

2,889,560

(5,963,641

)

Interest paid

(622,492

)

(8,623

)

Lease interest paid

(121,339

)

(160,852

)

Net cash from operating activities

2,145,729

(6,133,116

)

Cash flows from investing activities

Purchase of tangible fixed assets

(9,339

)

(155,658

)

Sale of tangible fixed assets

1,900

667

Cash at bank on hive-up of group company

-

12,223

Interest received

6,965

2,560

Net cash from investing activities

(474

)

(140,208

)

Cash flows from financing activities

Loan notes advanced by Group companies

-

8,947

Payment of lease liabilities

(476,413

)

(466,645

)

Group balances movement

(1,083,470

)

7,467,340

Net cash from financing activities

(1,559,883

)

7,009,642

Increase in cash and cash equivalents

585,372

736,318

Cash and cash equivalents at beginning of year

2

3,332,436

2,596,118

Cash and cash equivalents at end of year

2

3,917,808

3,332,436

1.	RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Loss before income tax

(1,664,693

)

(4,220,097

)

Depreciation charges

891,505

901,309

Profit on disposal of fixed assets

(1,900

)

(667

)

Write off on hive up

-

300,000

Finance costs

743,831

625,984

Finance income

(6,965

)

(2,560

)

(38,222

)

(2,396,031

)

Decrease/(increase) in inventories

493,466

(428,023

)

Decrease/(increase) in trade and other receivables

575,907

(983,520

)

Increase/(decrease) in trade and other payables

1,858,409

(2,156,067

)

Cash generated from operations

2,889,560

(5,963,641

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

3,917,808

3,332,436

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

3,332,436

2,596,118

3.	RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES

Year ended 31 December 2024

Cash

Non-cash

1.1.24

flows

changes

New lease

inception

£

£

£

Lease liabilities

4,728,107

(597,752

)

-

Non-cash changes

31.12.24

Foreign

Fair value

Other

exchange

changes

movement

£

£

£

£

Lease liabilities

-

-

121,339

4,251,694

Year ended 31 December 2023

Cash

Non-cash

1.1.23

flows

changes

New lease

inception

£

£

£

Lease liabilities

5,194,752

(625,310

)

-

Non-cash changes

31.12.23

Foreign

Fair value

Other

exchange

changes

movement

£

£

£

£

Lease liabilities

-

-

158,665

4,728,107

The lease liability as at 31 December 2023 consisted of the lease obligation in respect of the right-of-use asset of £4,728,107.

In respect of the obligation for the right-of-use asset, during the year ended 31 December 2024, there were capital repayments of £476,413, interest was accrued at £121,339 and interest was paid of £121,399 resulting in a lease obligation at 31 December 2024 of £4,251,694.

Non-cash transactions

The lease for the property at Blakeney Way, Kingswood Lakeside, Cannock was originally held in the name of a fellow subsidiary undertaking, Technology Supplies International Ltd. The lease was transferred over to TES Consumer Solutions Ltd during the year ended 31 December 2022. This resulted in the recognition of a right-of-use asset and a lease liability as described in note 19. The initial recognition of these items in prior years arose as a result of a non-cash transaction.

1.	STATUTORY INFORMATION

TES Consumer Solutions Ltd is a private company, limited by shares, registered in England and Wales. The company's registered office address is Blakeney Way, Kingswood Lakeside, Cannock, England, WS11 8JD.

The company's financial statements are presented in Sterling (£) as that is the currency in which the majority of the company's transactions are denominated. They comprise of the financial statements of the company drawn up for the year ended 31 December 2024.

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with UK-adopted International Accounting Standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. There were no material departures from those standards.

The financial statements have been prepared under the historical cost convention.

New accounting standards adopted by the company

The company has considered all current IFRSs that have been issued but not yet effective and does not consider that they will have a material effect on the company's financial statements.

Going concern:

Global economic uncertainty:

Despite the loss incurred for the year and the net liabilities position as at 31 December 2024, together with the uncertainties due to the instabilities in the European economy resulting from the war in Ukraine and Brexit, having reviewed the company's forecasts and projections, and as the company's ultimate parent undertaking has confirmed that it will provide financial support to the company if required, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.

Company trading performance:

With the loss of a key supplier and as the results were not as expected for 2024, a recovery plan has already been discussed with the support of our shareholder team to improve the company's performance. A significant reorganisation is being undertaken. Cost control procedures have been put in place with a view to improving results.

Fundamental reorganisation:

During the year, the company had concluded a major reorganisation culminating with the combination of two fellow subsidiaries into TES Consumer Solutions Ltd. With the loss of the key supplier, the major reorganisation will continue.

A loss of a key supplier contract post year end will require significant capital input from the ultimate holding company and the ability to carry out significant cost reorganisation is now wholly dependent on the provision of funding from the ultimate parent group. As this has been confirmed, the directors consider the preparation of the accounts on the going concern basis to be appropriate.

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue represents the invoice value of goods supplied and services rendered in the year, exclusive of value added tax. The company's policy is to recognise income when substantively all risks and rewards in connection with the goods and services have been passed to the buyer.

Goodwill

On the acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Goodwill recognised represents the excess of the fair value and directly attributable costs of the purchase consideration over the fair values to the company’s interest in the identifiable net assets, liabilities and contingent liabilities acquired.

Goodwill is amortised over its expected useful life which is estimated to be ten years. Goodwill is assessed for impairment annually or when indicators of impairment are identified and any impairment is charged to the profit and loss account. For the purposes of impairment testing, goodwill is allocated to each of the company's cash-generating units that is expected to benefit from the synergies of the combination. No reversals of impairment are recognised.

Intangible assets

Acquired intangible assets include trademarks, domain names, customer database and business intellectual property rights. These assets are capitalised on acquisition at cost and included in intangible assets. Intangible assets are amortised on a straight line basis over their estimated useful life of 5 years. Amortisation is included in administrative expenses in the profit and loss account. Acquired intangible assets are tested for impairment as triggering events occur. Any impairment value is charged to the profit and loss account. Therefore, after initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Property, plant and equipment

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life. Depreciation is provided on the following basis:

Website development

- 20% on straight line

Plant and machinery

- 20% on straight line

Fixtures and fittings

- 20% on straight line

Computer equipment

- 20% on straight line

Leasehold improvements - over the term of the lease

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

Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the assets and projected disposal values.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Profit and Loss.

Impairment of non-financial assets

At each reporting date non-financial assets not carried at fair value, like goodwill, intangible assets, property, plant and equipment, are reviewed to determine whether there is an indication that an asset may be impaired. If there is an indication of possible impairment, the recoverable amount which is the higher of value in use and the fair value less cost to sell, is estimated and compared with the carrying amount. If the recoverable amount is lower, the carrying amount of the asset is reduced to its recoverable amount and an impairment loss is recognised immediately in profit and loss.

Taxation

Taxation represents the sum of tax currently payable and deferred tax. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

The charge for taxation takes into account taxation deferred as a result of timing differences between the treatment of certain items for taxation and accounting purposes. In general, deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. However, deferred tax assets are recognised only to the extent that the director considers it to be more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred taxation is measured on a non-discounted basis at the average tax rates which would apply when the timing differences are expected to reverse, based on tax rates and laws that have been enacted by the balance sheet date.

With the exception of changes arising on the initial recognition of a business combination, the tax expense is presented either in profit or loss, other comprehensive income or statement of changes in equity depending on the transaction that resulted in the tax expense.

Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors.

Foreign currencies

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when the fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in the profit and loss account within 'other operating income'.

Pension costs and other post retirement benefits

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in independently administered funds. The pension costs charged against profits represent the amount of contributions payable to the scheme in the year. The company has no obligation to fund any shortfall between the value of these assets and the return that the employees were hoping to earn.

Employee benefits

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave are recognised in respect of employees' services up to the end of the reporting period, and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are classified as current employee benefit obligations in the statement of financial position because they are expected to be settled wholly within twelve months after the end of the period in which the employees render the related service.

Leases

The company considers at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low value. The company recognises lease liabilities representing the obligations to make lease payments and right-of-use assets representing the right to use the underlying asset.

The company recognises the right-of-use assets at the commencement date of the lease (ie. the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight line basis over the shorter of the lease term and the estimated useful lives of the assets.

Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-use asset is depreciated over the asset’s remaining useful life. If ownership of the right-of-use asset does not transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the useful life of the right-of-use asset and the lease term.

At the commencement date, the lease liability is initially recognised at the present value of the lease payments which have not yet been made and subsequently measured under the amortised cost method. In calculating the present value of the lease payments, the company uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of the lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made.

For short-term leases and leases of low-value assets, the company applies the short-term recognition exemption to its short term leases (ie. those that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases that are considered to be low value. Lease payments on short-term leases and leases of low value are recognised as an expense on a straight-line basis over the lease term.

Assets held under hire purchase contracts are capitalised in the balance sheet. These assets are depreciated over their estimated useful lives. The interest element of these obligations is charged to the profit and loss account over the relevant period. The capital element of the future payments is treated as a liability.

Financial instruments

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable and loans to and from related parties.

Debt instruments (other than those wholly repayable or receivable within one year) like loans and other accounts receivable and payable are initially measured at present value of the future payments and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and trade creditors, are measured, initially and subsequently, at the undiscounted amount of cash or other consideration expected to be paid or received.

Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for evidence of impairment and if found, an impairment loss is recognised in profit or loss.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts, when applicable, are shown within borrowings in current liabilities.

Debtors

Trade and other debtors where payment is due within one year are recognised at the settlement amount due with appropriate allowances for any irrecoverable amounts when there is objective evidence that the asset is impaired.

Creditors

Trade and other creditors are all recognised where the company has a present obligation resulting from a past event and are recognised at the settlement amount due after allowing for any trade discounts due.

Inventories

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell (net realisable value). Inventories are recognised as an expense in the period in which the related revenue is recognised.

Cost includes the purchase price of goods plus any additional costs incurred to bring the items into a saleable condition.

At each reporting date, inventories are reviewed to determine whether there is any indication of items being impaired. If there is an indication of possible impairment, being where the estimated selling price less costs to complete is in excess of cost, the carrying amount of the inventory is reduced to its recoverable amount. In addition, where necessary, an allowance is provided for damaged, obsolete and slow-moving items.

Provisions

Provisions are recognised when the company has a legal or constructive obligation at the reporting date as a result of a past event, it is probable that the company will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are recognised at the best estimate of the amount required to settle the obligation at the reporting date.

Included in accrued liabilities are provisions for goods received not invoiced. The policy for release of excess liabilities is that liabilities will crystallise within 24 months. Any excess liabilities are therefore released at that time.

3.	CRITICAL ACCOUNTING JUDGEMENTS & KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of the company's financial statements requires management to make judgements, estimates and assumptions that affect the reported amount of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of the reporting date. Uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in future periods.

The company considers on an annual basis the judgements that are made by management when applying its significant accounting policies that would have the most significant effect on amounts that are recognised in the financial statements. The director considers there are no such significant judgements and that the accounting policies adopted are appropriate.

In the application of the company's accounting policies the director is required to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis.

Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The following key accounting estimates have been considered by the director:

Inventories provision:

Inventories are stated net of a provision for slow-moving and obsolete items. Due to the technological nature of the items held, management has assessed that inventories held for 3 months or longer should be provided against, with items held for more than 12 months being fully written down to £nil. This provision is based on the date inventory items were last received (and consequently reflects the date inventory items sent out for refurbishment or repair are returned to the company). Based on his knowledge of the business, the director considers the inventory provisioning policy applied to be appropriate.

Write off of goods received not invoiced accrual:

Accruals write off is based on management's best estimate of whether the supplier will request payment for invoices which have never been received.

Bad debt provision:

Provision for bad debts is made based on management's best estimate of the prospect of recovering the amount due which includes considering the credit status of the customers and their history in meeting commitments.

The company does not have any other key assumptions concerning the future, or other key sources of estimation uncertainty in the reporting year that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

4.

REVENUE

Segmental reporting

Due to the nature of e-commerce platforms used for much of the revenue generation, a comprehensive geographic analysis of the location of the customers is not considered to have any particular economic relevance for reporting and is not provided.

5.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

3,053,203

2,673,126

Social security costs

250,226

228,451

Other pension costs

44,896

42,598

3,348,325

2,944,175

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

2024

2023

Operatives, logistics and sales

71

86

Administration and management

3

13

74

99

As of September 2024, all employees were employed through inter-company TES-AMM UK Ltd in preparation for the hive-up of TES Consumer Solutions Ltd into TES-AMM UK Ltd.

2024

2023

£

£

Directors' remuneration

-

-

6.	NET FINANCE COSTS

2024

2023

£

£

Finance income:

Interest receivable

6,965

2,560

Finance costs:

VAT surcharge

-

5,724

Interest on overdue PAYE

-

2,899

Interest on group loan

622,492

456,509

Interest element or right of use asset payments

121,339

158,665

Hire purchase interest

-

2,187

743,831

625,984

Net finance costs

736,866

623,424