ACCOUNTS - Final Accounts preparation

Registered Number:12485845

TETRA UK HOLDINGS LIMITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2024


TETRA UK HOLDINGS LIMITED

COMPANY INFORMATION

Directors	B M Murphy
	S Duncan
	R McNiven


Company secretary	K O'Brien


Registered number	12485845


Registered office	1 Fleet Place
	London
	EC4M 7WS


Independent auditor	Anderson Anderson & Brown Audit LLP
	Kingshill View
	Prime Four Business Park
	Kingswells
	Aberdeen
	AB15 8PU


TETRA UK HOLDINGS LIMITED

CONTENTS

	Page
Directors' responsibilities statement	1
Statement of financial position	2
Statement of changes in equity	3
Notes to the financial statements	4 - 8


TETRA UK HOLDINGS LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK 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 to 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.

Page 1


TETRA UK HOLDINGS LIMITED REGISTERED NUMBER:12485845

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Investments	4		354,182		354,182
			354,182		354,182
Current assets
Debtors: amounts falling due within one year	5	1,782		65,926
Cash at bank and in hand	6	59,856		4,286
		61,638		70,212
Creditors: amounts falling due within one year	7	(417,669)		(409,804)
Net current liabilities			(356,031)		(339,592)
Net (liabilities)/assets			(1,849)		14,590

Capital and reserves
Called up share capital	8	20	20
Profit and loss account		(1,869)	14,570
		(1,849)	14,590

The company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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

The company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

S Duncan

Director

Date: 8 September 2025

The notes on pages 4 to 8 form part of these financial statements.

Page 2


TETRA UK HOLDINGS LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2023	20	13,299	13,319

Profit for the year	-	1,348	1,348
Currency translation differences	-	(77)	(77)

At 1 January 2024	20	14,570	14,590

Loss for the year	-	(16,439)	(16,439)
At 31 December 2024	20	(1,869)	(1,849)

The notes on pages 4 to 8 form part of these financial statements.

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TETRA UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Tetra UK Holdings Limited is a limited company incorporated in the United Kingdom. The company's registered office is 1 Fleet Place, London, EC4M 7WS.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies.

The following principal accounting policies have been applied:

2.2

Exemption from preparing consolidated financial statements

The company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

2.3

Going concern

At 31 December 2024, the company had net current liabilities of £355,907 (2023 - £339,592) and net liability of £1,725 (2023 - net asset £14,590). Included in current liabilities are amounts owed to group undertakings of £415,269 (2023 - £401,128) which will not be recalled to the detriment of other creditors. The directors, having made due and careful enquiry, are of the opinion that the company has adequate working capital to execute its operations over the next 12 months. The directors, therefore, have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.
As a result, the directors have continued to adopt the going concern basis of accounting in preparing the annual financial statements.

2.4

FRS 102 exemptions

The company satisfies the criteria of being a qualifying company as defined in FRS 102 section 1.12. Its financial statements are consolidated into the financial statements of Tetra Technologies Inc. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102:
a) No cash flow statement has been presented for the company.
b) Disclosures in respect of financial instruments have not been presented.
c) Disclosures in respect of related party transactions with fellow group companies have not been
presented

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TETRA UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.5

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

Transactions and balances

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 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 profit or loss 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 Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

2.6

Revenue

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 is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the company has transferred the significant risks and rewards of ownership to the buyer;

∙the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the company will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the company will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

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TETRA UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.7

Current and deferred taxation

The tax expense for the year 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.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.10

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.11

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

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TETRA UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Employees

The Company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL).

4.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	354,182
	At 31 December 2024	354,182

	Net book value
	At 31 December 2024	354,182

Debtors

					2024	2023
					£	£


Amounts owed by group undertakings	170	60,716
Deferred taxation	1,612	5,210
	1,782	65,926

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TETRA UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

6.	Cash and cash equivalents
		2024	2023
		£	£

Cash at bank and in hand	59,856	4,286
	59,856	4,286

7.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Trade creditors	-	7,476
Amounts owed to group undertakings	415,269	401,128
Accruals and deferred income	2,400	1,200
	417,669	409,804

8.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

20 (2023 - 20) Ordinary shares of £1.00 each	20	20

9.	Related party transactions
	The company has taken advantage of the exemption conferred by Financial Reporting Standard 102 Section 1AC.35 "Related Party Disclosures" from the need to disclose transactions between group entities that have been eliminated on consolidation in the parent company's consolidated financial statements, copies of which are publicly available.

10.	Controlling party

The immediate parent undertaking is Tetra Netherlands, B.V, a company registered in the Netherlands.
The ultimate parent company is Tetra Technologies Inc, a company incorporated in the United States. The largest and smallest group for which financial statements are drawn up and of which the company is a member is Tetra Technologies Inc. Copies of the parent undertaking's financial statements can be obtained from 25025 I-45 North, The Woodlands, Texas 77380, USA.

11.	Auditor's information

The auditor's report on the financial statements for the year ended 31 December 2024 was unqualified.

The audit report was signed on 8 September 2025 by James Pirrie (Senior statutory auditor) on behalf of Anderson Anderson & Brown Audit LLP.

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TETRA UK HOLDINGS LIMITED

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