REGISTERED NUMBER: 07022292 (England and Wales)

TES-AMM EUROPE HOLDINGS LTD

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

Page

Strategic Report

1

Report of the Directors

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

10

Statement of Cash Flows

11

Notes to the Statement of Cash Flows

12

Notes to the Financial Statements

13

The directors present their strategic report for the year ended 31 December 2024.

The results for the year and financial position of the company are as shown in the annexed financial statements.

We aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the year end. Our review is consistent with the size and nature of our business and is written in the context of the risks and uncertainties we face.

Review of business

Our key financial performance indicators are those that communicate the financial performance and strength of the company as a whole.

Turnover, finance and investment income has increased to £5.60m (2023 : £4.10m) this year, largely due to increasing interest rates and the receipt of Group dividends of £3,000,000 (2023 : £1,533,175). Total assets at 31 December 2024 have decreased to £37.40m from £38.07m.

In relation to the Group's activities, we remain resilient in most of our revenue streams although not immune in areas, across Europe, where movement of goods is impacted by Brexit and general economic uncertainty. Some areas of our business have performed well in the circumstances whilst others have experienced challenges of rapid expansion, restructuring and supply. Forecasts for Group performance going forward remain strong as more of the market is captured.

Principal risk and uncertainty

The principal risks and uncertainties facing the company are competition from other suppliers - we feel that the service provided and scale of our operations mitigates this risk - and the wider economic issues relating to the war in Ukraine, Brexit and general global market conditions that continue to cause uncertainty in the consumer marketplace.

We are however, continually reinvesting, with support from our parent group and investors, to strengthen the company and have sufficient resources to cope with any normal fluctuations in activity.

Future developments

Margins and staff costs are controlled by careful planning and budgeting and continuing ongoing review, to ensure efficiency. Our overheads are held to a minimum to maximise the value offering to our customers and to maintain a strong customer base. The director and the group will continue to monitor costs and performance, seeking further efficiency gains wherever possible. As methods of engaging with customers may have changed during the last 12 months, we are content that our methods of promotion and delivery of service continue to be at the forefront of the market.

Financial instruments

The company has a normal level of exposure to price, credit, liquidity and cash flow risks arising from funding activities which are conducted in multiple currencies.

ON BEHALF OF THE BOARD:

J Y Cho - Director

11 April 2025

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 a holding company with various investments in the UK and Europe. The company charges central costs to the rest of the Group and receives investment returns and dividends on the Group holdings. Certain global charges are made direct by the ultimate holding company SK tes Pte Ltd or via immediate holding company, TES-Amm (Singapore) Pte Ltd. These changes in policy mean that turnover has been variable over recent years.

The Group activities are those of IT recovery, re-sale and recycling.

DIVIDENDS

The directors do not recommend the payment of a dividend for the year ended 31 December 2024 (2023: £Nil).

DIRECTORS

The directors who have held office during the period from 1 January 2024 to the date of this report are as follows:

S M Graham - resigned 30 April 2024

T Holberg - appointed 7 March 2024

J Oh - appointed 30 April 2024

J Y Cho was appointed as a director after 31 December 2024 but prior to the date of this report.

J Oh ceased to be a director after 31 December 2024 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable laws 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 the affairs of the company and of the profit and 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;

- 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 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 appointment of auditors will be considered by the directors.

ON BEHALF OF THE BOARD:

T Holberg - Director

11 April 2025

Opinion

We have audited the financial statements of TES-AMM Europe Holdings 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 profit 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.

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 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.

Emphasis of matter

We draw attention to note 2 in the financial statements which indicates that the group is engaged in a fundamental reorganisation that requires significant wider group support to be maintained by the holding company, SK TES Pte Ltd to the extent of any ultimate shortfall arising from a deficiency in net assets of the combined UK or French group entities. The exact amount required is unknown. Should support be withdrawn before completion of the reorganisation, the underlying carrying value of that group investments would be in doubt and potentially impaired . Those conditions would indicate the existence of a material uncertainty that may cast significant doubt about the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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 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 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.

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 Directors.

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

-	adequate accounting records have not been kept, 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 two, 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.

Auditors' responsibilities for the audit of the financial statements

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

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

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.

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 the director 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 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.

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

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

- 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.

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 director 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

1,573,530

1,744,697

Other operating income

3,000,000

1,533,175

Administrative expenses

(2,748,596

)

(2,772,053

)

OPERATING PROFIT BEFORE EXCEPTIONAL ITEMS

1,824,934

505,819

Exceptional items

6

-

(677,151

)

OPERATING PROFIT/(LOSS)

1,824,934

(171,332

)

Finance costs

7

(2,149,352

)

(1,734,724

)

Finance income

7

1,026,882

826,352

PROFIT/(LOSS) BEFORE INCOME TAX

8

702,464

(1,079,704

)

Income tax

9

-

-

PROFIT/(LOSS) FOR THE YEAR

702,464

(1,079,704

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

702,464

(1,079,704

)

ASSETS

NON-CURRENT ASSETS

Property, plant and equipment

10

-

-

Investments

11

19,324,043

19,324,043

19,324,043

19,324,043

CURRENT ASSETS

Trade and other receivables

12

17,856,368

18,015,231

Cash and cash equivalents

13

238,072

736,128

18,094,440

18,751,359

TOTAL ASSETS

37,418,483

38,075,402

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

14

52,000

52,000

Retained earnings

15

74,055

(628,409

)

TOTAL EQUITY

126,055

(576,409

)

LIABILITIES

NON-CURRENT LIABILITIES

Trade and other payables

16

11,512,101

13,108,429

CURRENT LIABILITIES

Trade and other payables

16

25,780,327

25,543,382

TOTAL LIABILITIES

37,292,428

38,651,811

TOTAL EQUITY AND LIABILITIES

37,418,483

38,075,402

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

T Holberg - Director

J Y Cho - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

52,000

451,295

503,295

Changes in equity

Total comprehensive income

-

(1,079,704

)

(1,079,704

)

Balance at 31 December 2023

52,000

(628,409

)

(576,409

)

Changes in equity

Total comprehensive income

-

702,464

702,464

Balance at 31 December 2024

52,000

74,055

126,055

Cash flows from operating activities

Cash generated from operations

1

(1,214,216

)

(2,388,223

)

Interest paid

(2,149,352

)

(1,734,724

)

Net cash from operating activities

(3,363,568

)

(4,122,947

)

Cash flows from investing activities

Purchase of fixed asset investments

-

(8,650

)

Group dividends received

3,000,000

1,533,175

Interest received

1,026,882

826,352

Net cash from investing activities

4,026,882

2,350,877

Cash flows from financing activities

Net funds advanced to/(by) group

(1,161,370

)

1,985,558

Net cash from financing activities

(1,161,370

)

1,985,558

(Decrease)/increase in cash and cash equivalents

(498,056

)

213,488

Cash and cash equivalents at beginning of year

2

736,128

522,640

Cash and cash equivalents at end of year

2

238,072

736,128

1.	RECONCILIATION OF PROFIT/(LOSS) BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Profit/(loss) before income tax

702,464

(1,079,704

)

Depreciation charges

-

1,174

Dividends

(3,000,000

)

(1,533,175

)

Finance costs

2,149,352

1,734,724

Finance income

(1,026,882

)

(826,352

)

(1,175,066

)

(1,703,333

)

(Increase)/decrease in trade and other receivables

(31,391

)

31,312

Decrease in trade and other payables

(7,759

)

(716,202

)

Cash generated from operations

(1,214,216

)

(2,388,223

)

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

238,072

736,128

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

736,128

522,640

1.	STATUTORY INFORMATION

TES-AMM Europe Holdings 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 presentation and functional currency of the financial statements is Sterling (£).

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 have 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:

Results for the company are entirely driven by wider group policy. The subsidiary undertakings are exposed to the uncertainties due to the instabilities in the European economy resulting from the war in Ukraine and Brexit. Having considered the wider and subsidiary companies' 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:

As noted the company's performance is entirely driven by Group policy however the wider group is committed to continued support for the group headed up by TES- Amm Europe Holdings Ltd.

Fundamental reorganisation:

The group is committed to combining entities in both the UK and France for efficiency savings and greater investment return. This process is scheduled to complete in 2025 or 2026. During 2025, the company will undertake further investment reorganisation and capitalisation to secure the asset values from any impairment.

The company therefore continues to adopt the going concern basis in preparing its financial statements.

Preparation of consolidated financial statements

The financial statements contain information about TES-AMM Europe Holdings Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, TES-Envirocorp Pte Ltd, 9 Benoi Sector, Singapore, 629844.

The company is a parent company that is also a subsidiary included in the consolidated financial statements of its immediate parent undertaking established under the law of a non-EEA state. Accounts are available for the full group from SK TES Pte Ltd, 9 Benoi Sector, Singapore, 629844.

The largest and only group in which the results of the company are consolidated is that headed by SK TES Pte Ltd. Consolidated financial statements for SK TES Pte Ltd are available from No. 9 Benoi Sector, Singapore 629844.

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.

Computer equipment and plant

-

33.3% on cost

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 the 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.

Impairment of non-financial assets

At each reporting date non-financial assets not carried at fair value, like plant, property 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.

Financial instruments

The Group and 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, loans to and from related parties and investments in non-puttable ordinary shares.

Debt instruments (other than those wholly payable 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.

Investments in non-puttable ordinary shares relate to investments in subsidiary undertakings. Investments in subsidiary undertakings are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses are recognised immediately in profit or loss.

Cash and cash equivalents

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.

Dividends receivable

Dividends from subsidiary undertakings are recognised in the period in which the dividends are declared and received.

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 directors consider that it is 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 tax rates that are expected to apply in the periods in which the timing differences reverse, based on tax rates and laws enacted or substantively enacted at 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'.

Employee benefit costs

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administrated fund. The pension costs charged against profits represent the amount of contributions payable to the scheme in the year.

Short term employee benefits

Short term employee benefits are recognised as an expense in the period in which they are incurred.

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.

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 directors consider there are no such significant judgements and that the accounting policies adopted are appropriate.

In the application of the company's accounting policies the directors are 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 directors:

Impairment of investments in subsidiary undertakings

The directors have considered the carrying value of the company's investments in subsidiary undertakings as at 31 December 2024 of £19,324,043 by reference to the financial position of each subsidiary undertaking at the Balance Sheet date and future trading prospects, taking into account efficiencies that will arise from the Group reorganisation. Due to this, and due to the ultimate parent undertaking having confirmed that it will provide financial support to the company and in particular, a subsidiary undertakings, TES Consumer Solutions Ltd and Intégrations et Services, France.and the continued reorganisation of the UK and French group entities, the directors are satisfied that no provision for impairment is required against the carrying value of the investments. Due to the changing nature of some of the activities within the countries, the appropriate cash generating units are deemed to be based on the geographic location and not necessarily each entity in isolation.The Directors are of the opinion that failure by the wider group to provide support if required, would result in a material impairment to the carrying value of the investments and cast significant doubt on the company's ability to continue as a going concern.

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

Turnover relates entirely to recharges of group costs.

All charges are made to the holding company (based in Singapore) for group payroll costs. Individual management charges are raised from Singapore back to the component entities.

Revenue from contracts with customers

As all turnover relates to intra-group billing there are no set contract terms.

5.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

1,419,443

1,392,555

Social security costs

167,366

189,650

Other pension costs

22,639

31,564

1,609,448

1,613,769

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

2024

2023

Management and administration

19

21

Key Management Personnel for company governance are deemed to be the director(s).

2024

2023

£

£

Directors' remuneration

106,805

165,400

Directors' pension contributions to money purchase schemes

734

5,489

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

Money purchase schemes

1

1

6.	EXCEPTIONAL ITEMS

During the previous year, the trade and assets of a subsidiary undertaking, Technology Supplies International Limited was transferred into TES Consumer Solutions Ltd. The impact of this hive-up was group debt forgiveness through write off to the Statement of Profit or Loss amounting to £677,151. This write off is considered to be exceptional due to its nature and size.

7.	NET FINANCE COSTS

2024

2023

£

£

Finance income:

Interest from group companies

1,026,882

826,352

Finance costs:

Interest on loans from group companies

2,149,352

1,734,724

Net finance costs

1,122,470

908,372

8.	PROFIT/(LOSS) BEFORE INCOME TAX

The profit before income tax (2023 - loss before income tax) is stated after charging/(crediting):

2024

2023

£

£

Depreciation - owned assets

-

1,174

Fees payable to the company's

auditor for audit services

18,944

14,275

Auditors' remuneration for non audit work

6,615

20,700

Foreign exchange differences

(539,094

)

(166,617

)

9.	INCOME TAX

Analysis of tax expense

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.

Factors affecting the tax expense

The tax assessed for the year is lower (2023 - higher) than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

Profit/(loss) before income tax

702,464

(1,079,704

)

Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.500%)

175,616

(253,730

)

Effects of:

Group relief surrendered

428,541

439,438

Income not taxable

(750,000

)

(360,296

)

Expenses not deductible for tax

-

276

Expense credits not taxable

(134,774

)

(39,155

)

Net deficit on loan relationships

280,617

213,467

Tax expense

-

-

As of 1 April 2023, the main rate of UK corporation tax increased from 19% to 25%. As the company's previous financial year straddled that date, a blended corporation tax rate of 23.5% was applied in the previous year, which was calculated by apportioning the two tax rates on a weighted basis for the proportion of the financial year which each main tax rate was applicable.

10.	PROPERTY, PLANT AND EQUIPMENT

Computer

equipment

and plant

£

COST

At 1 January 2024

and 31 December 2024

5,876

DEPRECIATION

At 1 January 2024

and 31 December 2024

5,876

NET BOOK VALUE

At 31 December 2024

-

At 31 December 2023

-

11.	INVESTMENTS

Shares in

group

undertakings

£

COST OR VALUATION

At 1 January 2024

and 31 December 2024

19,324,043

NET BOOK VALUE

At 31 December 2024

19,324,043

At 31 December 2023

19,324,043

Investments in subsidiaries are valued at cost less provision for impairment.

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

TES-AMM UK Ltd

Registered office: Blakeney Way, Kingswood Lakeside, Cannock, England, WS11 8JD.

Nature of business: Computer disposal services

%

Class of shares:

holding

Ordinary

100.00

TES-AMM (Europe) Ltd

Registered office: 10 Crompton Way, North Newmoor Industrial Estate, Irvine, Scotland, KA11 4HU

Nature of business: Electronic equipment recycling services

%

Class of shares:

holding

Ordinary

100.00

TES-AMM SAS

Registered office: 276, Rue Jean-Baptiste, Calvignac, 34670 Baillargues, France

Nature of business: Computer disposal services

%

Class of shares:

holding

Ordinary

100.00

TES-AMM Italia S.r.L

Registered office: Via Arturo Mercanti 24/26,25018 Montichiari (BS), Italy

Nature of business: Electronic equipment recycling services

%

Class of shares:

holding

Ordinary

100.00

TES Total Environment Solutions AB

Registered office: Kylvägen 6, 556 52 Jönköping, Sweden

Nature of business: Computer disposal services

%

Class of shares:

holding

Ordinary

100.00

TES-AMM Central Europe GmbH

Registered office: Blitzkuhlenstraße 169, 45659, Recklinghausen, Germany

Nature of business: Computer disposal services

%

Class of shares:

holding

Ordinary

100.00

TES Netherlands BV

Registered office: Elbeweg 110, 3198LC Europoort, Rotterdam

Nature of business: Battery Recycling

%

Class of shares:

holding

Ordinary

100.00

Tes-Amm Espana Asset Recovery and Recycling SL

Registered office: Calle Juan de la Cierva nº16 28936 Móstoles, Madrid

Nature of business: Computer disposal services

%

Class of shares:

holding

Ordinary

100.00

TES Consumer Solutions Ltd

Registered office: Blakeney Way, Kingswood Lakeside, Cannock, England, WS11 8JD.

Nature of business: Refurbishment and retail of information technology

%

Class of shares:

holding

Ordinary

100.00