REGISTERED NUMBER: 01596084 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

TII TECHNOLOGIES LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

4

Statement of Comprehensive Income

7

Statement of Financial Position

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTOR:

P Mehta

REGISTERED OFFICE:

Cinderbank

Dudley

West Midlands

DY2 9AE

REGISTERED NUMBER:

01596084 (England and Wales)

AUDITORS:

Shaw Gibbs (Audit) Limited

Chartered Certified Accountants

Statutory Auditor

Eagle House

28 Billing Road

Northampton

Northamptonshire

NN1 5AJ

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

REVIEW OF BUSINESS

The company has continued to manage its investments in subsidiaries during the year. The value of investments has reduced during the year due to a transfer to another group company.

PRINCIPAL RISKS AND UNCERTAINTIES

The company's activities expose it to a number of financial risks including currency risk, market risk and interest rate risk. The company seeks to mitigate such risks through diversification of investment and hedging of assets and liabilities in foreign currency.

SIGNED BY ORDER OF THE DIRECTORS:

P Mehta - Director

28 September 2025

The director presents his 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 an investment company.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2024 will be £ 8,349,740 .

DIRECTOR

P Mehta held office during the whole of the period from 1 January 2024 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 affairs of the company and of the profit or 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;

-	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 him 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.

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 he 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.

SIGNED BY ORDER OF THE DIRECTORS:

P Mehta - Director

28 September 2025

Opinion

We have audited the financial statements of Tii Technologies Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

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

Basis for opinion

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's 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 director with respect to going concern are described in the relevant sections of this report.

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 three, 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.

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

We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006, United Kingdom Generally Accepted Accounting Practice and relevant Taxation legislation

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals, reviewing meeting minutes, regulatory correspondence and professional fees, and reviewing accounting estimates for biases.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

These inherent limitations are particularly significant in the case of misstatement resulting from fraud as this may involve sophisticated schemes designed to avoid detection, including deliberate failure to record transactions, collusion or the provision of intentional misrepresentations.

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.

Andrew Clifford (Senior Statutory Auditor)

for and on behalf of Shaw Gibbs (Audit) Limited

Chartered Certified Accountants

Statutory Auditor

Eagle House

28 Billing Road

Northampton

Northamptonshire

NN1 5AJ

29 September 2025

TURNOVER

-

-

Administrative expenses

475

(229,171

)

OPERATING (LOSS)/PROFIT

4

(475

)

229,171

Income from shares in group undertakings

3,126,973

3,808,000

Interest receivable and similar income

17

1,126

3,126,990

3,809,126

3,126,515

4,038,297

Amounts written off investments

5

1,778,634

238,104

1,347,881

3,800,193

Interest payable and similar expenses

6

-

6,050

PROFIT BEFORE TAXATION

1,347,881

3,794,143

Tax on profit

7

-

-

PROFIT FOR THE FINANCIAL YEAR

1,347,881

3,794,143

OTHER COMPREHENSIVE INCOME

Reduction of share capital

4,810,364

-

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

4,810,364

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

6,158,245

3,794,143

FIXED ASSETS

Investments

9

96,930

7,275,304

CURRENT ASSETS

Debtors

10

190,448

190,448

Cash at bank

178,736

2,221

369,184

192,669

NET CURRENT ASSETS

369,184

192,669

TOTAL ASSETS LESS CURRENT LIABILITIES

466,114

7,467,973

CAPITAL AND RESERVES

Called up share capital

11

1

4,810,365

Retained earnings

12

466,113

2,657,608

SHAREHOLDERS' FUNDS

466,114

7,467,973

The financial statements were approved by the director and authorised for issue on 28 September 2025 and were signed by:

P Mehta - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

4,810,365

(1,136,535

)

3,673,830

Changes in equity

Total comprehensive income

-

3,794,143

3,794,143

Balance at 31 December 2023

4,810,365

2,657,608

7,467,973

Changes in equity

Issue of share capital

(4,810,364

)

-

(4,810,364

)

Dividends

-

(8,349,740

)

(8,349,740

)

Total comprehensive income

-

6,158,245

6,158,245

Balance at 31 December 2024

1

466,113

466,114

1.	STATUTORY INFORMATION

Tii Technologies 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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 33.7.

Preparation of consolidated financial statements

The financial statements contain information about Tii Technologies Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Kelta Limited, Eagle House, 28 Billing Road, Northampton, NN1 5AJ, UK.

Significant judgements and estimates

The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed within the individual accounting policies below.

Investments in subsidiaries

Investments in subsidiaries and associates are measured at cost less impairment. The book value of the investments is compared to the net asset value of the subsidiaries at each period end and any impairment or reversal thereof recognised in the Income Statement.

Financial instruments

Cash and cash equivalents in the balance sheet comprise cash at banks and in hand and short term deposits with an original maturity date of three months or less.

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the statement of comprehensive income under administrative expenses.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its financial liabilities.

Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.

Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

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.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2024 nor for the year ended 31 December 2023.

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

2024

2023

£

£

Director's remuneration

-

-

4.	OPERATING (LOSS)/PROFIT

The operating loss (2023 - operating profit) is stated after charging/(crediting):

2024

2023

£

£

Foreign exchange differences

(14

)

(229,999

)

Auditors' remuneration is met by other group companies.

5.

AMOUNTS WRITTEN OFF INVESTMENTS

2024

2023

£

£

Impairment of investments

1,778,634

238,104

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Loan

-

6,050

7.

TAXATION

Analysis of the tax charge

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

Reconciliation of total tax charge included in profit and loss

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

2024

2023

£

£

Profit before tax

1,347,881

3,794,143

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

336,970

891,624

Effects of:

Expenses not deductible for tax purposes

49,864

55,954

Income not taxable for tax purposes

(386,949

)

(894,880

)

Utilisation of tax losses

-

(52,698

)

Loss created

115

-

Total tax charge

-

-

Tax effects relating to effects of other comprehensive income

2024

Gross

Tax

Net

£

£

£

Reduction of share capital

4,810,364

-

4,810,364

8.

DIVIDENDS

2024

2023

£

£

Interim

8,349,740

-

9.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

7,275,304

Disposals

(5,399,740

)

Impairments

(1,778,634

)

At 31 December 2024

96,930

NET BOOK VALUE

At 31 December 2024

96,930

At 31 December 2023

7,275,304

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

Tii Porta Tech SA de CV

Registered office: Av. Jose de Escadon y Helgueras, No. 21 Cuidad Industrial, Matamoros, Tamaulipas, C.P. 87494, Mexico

Nature of business: Sales

%

Class of shares:

holding

Ordinary

100.00

2024

2023

£

£

Aggregate capital and reserves

13,722

212,790

Loss for the year

(1,140

)

(2,417

)

Tii Tecnologia Ltda

Registered office: R ARMANDO GASPAROTTO , 71, Bairro JARDIM NOVA EUROPA, Cidade Araras

Nature of business: Sales and marketing

%

Class of shares:

holding

Ordinary

100.00

2024

2023

£

£

Aggregate capital and reserves

83,210

83,598

Loss for the year

(191

)

(104

)

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed by group undertakings

190,448

190,448

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

1

Ordinary

£1

1

4,810,365

(2023 - 4,810,365 )

The company reduced its share capital by £4,810,364 on 1 July 2024 with a corresponding credit to the profit and loss reserve.

12.

RESERVES

Retained

earnings

£

At 1 January 2024

2,657,608

Profit for the year

1,347,881

Dividends

(8,349,740

)

Reduction of share capital

4,810,364

At 31 December 2024

466,113

13.	ULTIMATE PARENT COMPANY

Kelta Inc. (incorporated in USA ) is regarded by the director as being the company's ultimate parent company.

The parent undertaking of the smallest group within which the company belongs, and for which group accounts are prepared, is Kelta Limited, Eagle House, 28 Billing Road, Northampton, NN1 5AJ.

The consolidated accounts can be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.

14.	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.