REGISTERED NUMBER: 10684290 (England and Wales)

Financial Statements for the Year Ended 31 December 2024

for

Tuspark Holdings (UK) Limited

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

3

DIRECTORS:

L Lin

M Yang

Dr W Meng

REGISTERED OFFICE:

Unit 25

Cambridge Science Park

Cambridge

United Kingdom

CB4 0FW

REGISTERED NUMBER:

10684290 (England and Wales)

AUDITORS:

Shinewing Wilson Accountancy Limited

Chartered Certified Accountants

and Statutory Auditors

9 St Clare Street

London

EC3N 1LQ

FIXED ASSETS

Investments

4

18,988,821

18,988,821

CURRENT ASSETS

Debtors

5

23,821,346

69,871,669

Cash at bank

43,001

635,752

23,864,347

70,507,421

CREDITORS

Amounts falling due within one year

6

3,941,757

3,952,685

NET CURRENT ASSETS

19,922,590

66,554,736

TOTAL ASSETS LESS CURRENT LIABILITIES

38,911,411

85,543,557

CAPITAL AND RESERVES

Called up share capital

7

5,000,000

5,000,000

Other reserves

8

18,149,777

64,800,000

Retained earnings

8

15,761,634

15,743,557

SHAREHOLDERS' FUNDS

38,911,411

85,543,557

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 9 September 2025 and were signed on its behalf by:

L Lin - Director

1.	STATUTORY INFORMATION

Tuspark Holdings (UK) 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 Company Information page.

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

The company is an investment holding entity with net current assets of £20m and net assets of £39m at the balance sheet date. It holds investments in four SPVs with investment properties valued at £66.6m, which generate stable rental income. Based on this, the directors have a reasonable expectation that the company has sufficient resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.

Preparation of financial statements as an individual company

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

Investments in subsidiaries

Investment in a subsidiary company is held at cost less accumulated impairment losses.

Financial instruments

Financial assets at amortised cost

The company’s financial assets measured at amortised cost comprise trade and other debtors and cash and cash equivalents in the balance sheet. Cash and cash equivalents includes cash in hand, deposits held at call with banks.

Financial liabilities

The company does not have any liabilities held for trading nor does it voluntarily classify any financial liabilities as being at fair value through profit or loss.

Trade creditors and other short-term monetary liabilities, which are initially recognised at fair value and are subsequently carried at amortised cost using the effective interest method.

Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.

Share capital

Financial instruments issued by the company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset.

The company's ordinary shares are classified as equity instruments.

Convertible preference shares and redeemable preference shares

These are separated into liability and equity components based on the terms of the contract. The liability component is a basic financial instrument.

Preference shares with both equity and liability components are initially recognised in accordance with FRS 102 paragraph 22.13. The company first determines the amount of the liability component as the fair value of a similar liability that does not have a conversion feature or similar associated equity component. The amount of the liability component is calculated as the present value of the infinity dividend stream, discounted at a market interest rate. The company allocates the residual amount as the equity component.

Taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is the amount of income tax payable in respect of the taxable profit for the year or prior years. Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the period end.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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 statement of financial position 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.

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Preference dividends are recognised when paid, and classified as interest payments.

Dividend income

Dividend income is recognised when the right to receive payment is established.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 3 (2023 - 5 ) .

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

18,988,821

NET BOOK VALUE

At 31 December 2024

18,988,821

At 31 December 2023

18,988,821

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Tuspark (Newcastle) Limited

Registered office: England

Nature of business: Provision of letting real estate

%

Class of shares:

holding

ordinary share

100.00

Tusterra Limited

Registered office: England

Nature of business: Provision of letting real estate

%

Class of shares:

holding

ordinary share

100.00

Tusingnis Limited

Registered office: England

Nature of business: Provision of letting real estate

%

Class of shares:

holding

ordinary share

100.00

Tusaqua Limited

Registered office: England

Nature of business: Provision of letting real estate

%

Class of shares:

holding

ordinary share

100.00

Tuslignum Limited

Registered office: England

Nature of business: Provision of letting real estate

%

Class of shares:

holding

ordinary shares

100.00

Tuspark Investment & Management Limited

Registered office: England

Nature of business: Management services to the Tuspark group

%

Class of shares:

holding

ordinary shares

100.00

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Amounts owed by group undertakings

23,801,921

69,839,967

Other debtors

19,425

31,702

23,821,346

69,871,669

The amounts owed by group undertakings are unsecured, interest free and have no fixed repayment date.

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Amounts owed to group undertakings

3,401,954

3,401,954

Other creditors

539,803

550,731

3,941,757

3,952,685

The amounts owed to group undertakings are unsecured, interest free and repayable on demand.

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

£

£

5,000,000

Ordinary share

£1

5,000,000

5,000,000

NIL

-

-

5,000,000

5,000,000

The entire preference shares were redeemed in year 2023.

8.

RESERVES

Capital contributions

Capital contributions paid in by the owners are recognised directly in equity at fair value being the amount of cash received. Capital contributions made by the company to its own subsidiaries are of a similar nature and are recognised as additional investments in the subsidiaries stated at cost less impairment.

During the year, the company repaid partial of the capital contribution worth of £46.65 million by way of dividend to the shareholder.

9.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Nijendra Dhungana FCCA (Senior Statutory Auditor)

for and on behalf of Shinewing Wilson Accountancy Limited

10.	CONTINGENT LIABILITIES

The company has provided a guarantee as security to the bank borrowings of Tusingnis Limited and Tuslignum Limited, over the company's shares in these subsidiaries.

11.	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.

12.	ULTIMATE CONTROLLING PARTY

The ultimate parent company is Tuspark Science & Technology Service Co. Ltd, a company registered in Beijing, P.R. China.

The smallest undertaking for which the company is a member and for which group financial statements are prepared is Tuspark Science & Technology Service (HK) Limited. Copies of the Tuspark Science & Technology Service (HK) Limited consolidated financial statements can be obtained from the address at Room 2105, Trend Centre, 29-31 Cheung Lee Street, Chai Wan, Hong Kong, P.R. China.

There is no one ultimate controlling party.