REGISTERED NUMBER: 03380971 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

TAPFLO (UK) LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

M Barnes

T J Barnes

C Wreyford

L Barnes

L C Simpson

A S Faulkner

SECRETARY:

T J Barnes

REGISTERED OFFICE:

Sutherland House

1759 London Road

Leigh-On-Sea

Essex

SS9 2RZ

BUSINESS ADDRESS:

3 Mayflower Close

Chandlers Ford

Hampshire

SO53 4BU

REGISTERED NUMBER:

03380971 (England and Wales)

AUDITOR:

affinia

Sutherland House

1759 London Road

Leigh On Sea

Essex

SS9 2RZ

FIXED ASSETS

Intangible assets

4

363,734

8,523

Tangible assets

5

183,514

91,707

547,248

100,230

CURRENT ASSETS

Stocks

6

300,824

272,709

Debtors

7

1,610,307

1,651,270

Cash at bank

388,365

324,225

2,299,496

2,248,204

CREDITORS

Amounts falling due within one year

8

1,592,714

1,339,094

NET CURRENT ASSETS

706,782

909,110

TOTAL ASSETS LESS CURRENT LIABILITIES

1,254,030

1,009,340

CREDITORS

Amounts falling due after more than one year

9

(94,025

)

-

PROVISIONS FOR LIABILITIES

(15,525

)

(14,532

)

NET ASSETS

1,144,480

994,808

CAPITAL AND RESERVES

Called up share capital

100

100

Retained earnings

12

1,144,380

994,708

SHAREHOLDERS' FUNDS

1,144,480

994,808

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 30 September 2025 and were signed on its behalf by:

M Barnes - Director

1.	STATUTORY INFORMATION

Tapflo (UK) Ltd 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.

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.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2024, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Patents and licences are being amortised evenly over their estimated useful life of 10 years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Plant and machinery etc

-

25% on reducing balance and 15% on reducing balance

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet 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.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 22 (2023 - 19 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

Goodwill

assets

Totals

£

£

£

COST

At 1 January 2024

-

12,497

12,497

Additions

396,068

-

396,068

At 31 December 2024

396,068

12,497

408,565

AMORTISATION

At 1 January 2024

-

3,974

3,974

Charge for year

39,607

1,250

40,857

At 31 December 2024

39,607

5,224

44,831

NET BOOK VALUE

At 31 December 2024

356,461

7,273

363,734

At 31 December 2023

-

8,523

8,523

5.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2024

184,190

Additions

158,511

Disposals

(59,985

)

At 31 December 2024

282,716

DEPRECIATION

At 1 January 2024

92,483

Charge for year

32,018

Eliminated on disposal

(25,299

)

At 31 December 2024

99,202

NET BOOK VALUE

At 31 December 2024

183,514

At 31 December 2023

91,707

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:

Plant and

machinery

etc

£

COST

Additions

130,656

At 31 December 2024

130,656

DEPRECIATION

Charge for year

18,850

At 31 December 2024

18,850

NET BOOK VALUE

At 31 December 2024

111,806

6.

STOCKS

2024

2023

£

£

Stocks

300,824

272,709

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

1,083,632

795,681

Amounts owed by group undertakings

382,627

668,174

Other debtors

144,048

187,415

1,610,307

1,651,270

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Hire purchase contracts (see note 10)

19,442

-

Trade creditors

828,595

813,247

Amounts owed to group undertakings

-

8,016

Taxation and social security

294,809

236,126

Other creditors

449,868

281,705

1,592,714

1,339,094

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

£

Hire purchase contracts (see note 10)

94,025

-

10.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Hire purchase

contracts

2024

2023

£

£

Gross obligations repayable:

Within one year

27,565

-

Between one and five years

102,425

-

129,990

-

Finance charges repayable:

Within one year

8,123

-

Between one and five years

8,400

-

16,523

-

Net obligations repayable:

Within one year

19,442

-

Between one and five years

94,025

-

113,467

-

Non-cancellable

operating leases

2024

2023

£

£

Within one year

152,095

93,183

Between one and five years

182,032

58,629

334,127

151,812

11.	SECURED DEBTS

The company stands as guarantor for amounts advanced to its immediate parent by the National Westminster Bank PLC. Accordingly the National Westminster Bank PLC holds a fixed and floating charge over all of the company's assets.

12.

RESERVES

Retained

earnings

£

At 1 January 2024

994,708

Profit for the year

149,672

At 31 December 2024

1,144,380

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

The Report of the Auditor was qualified on the following basis:

Basis for qualified opinion

We were not appointed as auditor of the company until after 31 December 2022 and thus did not observe the counting of physical inventories at the end of that year. We were unable to satisfy ourselves by alternative means concerning the inventory quantities of £193,613 held at 31 December 2022 by using other audit procedures.

We were therefore unable to determine whether there was any consequential effect on the cost of sales for the year ended 31 December 2023. Our audit opinion on the financial statements for the period ended 31st December 2023 was modified accordingly. Our opinion on the current period's financial statements is also modified because of the possible effect of this matter on the comparability of the current period's figures and the corresponding figures.

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 Auditor's 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 qualified opinion.

Graham Powling FCA (Senior Statutory Auditor)

for and on behalf of affinia

14.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the years ended 31 December 2024 and 31 December 2023:

2024

2023

£

£

L Barnes

Balance outstanding at start of year

4,781

-

Amounts advanced

4,000

4,781

Amounts repaid

(8,781

)

-

Amounts written off

-

-

Amounts waived

-

-

Balance outstanding at end of year

-

4,781

15.	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.

Invoices totalling £165,112 (2023: £242,551) were raised to subsidiaries in the same group. The amount outstanding at the balance sheet date was £1,259 (2023: £73,779), included in trade and other debtors.

Invoices totalling £265,571 (2023: £224,815) were received from subsidiaries in the same group. The amount outstanding at the balance sheet date was £11,081 (2023: £26,867), included in trade and other

creditors.

At the balance sheet date no balance (2023: £8,016) was due to subsidiaries in the same group as this entity. This balance was included within other creditors and is interest free and repayable on demand.

At the balance sheet date, £382,627 (2023: £668,175) was outstanding from subsidiaries in the same group as this entity. This balance is included within other debtors and is interest free and repayable on demand.

Invoices totalling £21,072 (2023: nil) were raised to entities under common control of the directors. The amount outstanding at the balance sheet date was £5,575 (2023: nil), included in trade and other debtors.

Invoices totalling £169,939 (2023: £240,991) were received from entities under common control of the directors. The amount outstanding at the balance sheet date, included in other debtors, was £8,403 (2023: £46,318).

There were no outstanding loan balances due from entities under common control at the year end (2023: £39,170).

During the year the company sold a vehicle to a director for the value of £15,000.

During the year the company acquired the trade an assets of a Limited Liability Partnership controlled by the company's parent and directors. The consideration for this transaction was £590,000.

The entity's parent company is TS Group International Limited, whose registered office is Sutherland House, 1759 London Road, Leigh-on-sea, Essex, SS9 2RZ.

TS Group International Limited draws up consolidated financial statements.

16.	AUDITOR LIABILITY LIMITATION AGREEMENT

On 30th July 2025 the directors resolved a Liability Limitation Agreement with its Auditors. It was agreed that £1,000,000 represents a fair maximum to the auditors liability in the event of any one claim arising in respect of the audit.