REGISTERED NUMBER: 07832975 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2024

FOR

TDCM UK LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Consolidated Income Statement

7

Consolidated Other Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

DIRECTORS:

Mr A R Boyce

Mr H P Gangsted

Mr E Lathouwers

Mr J J A Laurent Josi

REGISTERED OFFICE:

Mercury House

19-21 Chapel Street

Marlow

Buckinghamshire

SL7 3HN

REGISTERED NUMBER:

07832975 (England and Wales)

AUDITORS:

Richardson Jones

Registered Auditors &

Chartered Accountants

Mercury House

19-21 Chapel Street

Marlow

Buckinghamshire

SL7 3HN

The directors present their strategic report of the company and the group for the year ended 31st December 2024.

REVIEW OF BUSINESS

2024 was a year of a number of challenges for TDCM with a several key developments creating headwinds for the business alongside a turbulent period for global trade. The Group continued to diversify away from the ebike sector that has still to recover fully from post covid inventory surpluses. These additional customers were not however sufficient to arrest an overall reduction in revenue, leading to sales in 2024 of £8.75m that were 25.8% lower than the previous year. (2023: £11.74m).

The Key events during the year were:

- Amongst TDCM's key ebike customers purchase orders did not rebound as hoped either as a result of slower customer uptake or inventory backlogs.

- Ebike share schemes and demand for components to supply these products remained relatively buoyant as more urban tenders were allocated to operators.

The Operating loss in 2024 was £50k, a small decline on the previous years' profit of £100k. Operational margins were steady and the loss merely a reflection of the lower revenues generated during the year. Uncertainty in global supply chains continued throughout the year which required much prudent management of working capital and inventory to avoid the hard landings which had occurred in the past. Looking forward to 2025, we are more optimistic that the business development efforts of the last few years to diversify our customer base away from the ebike market will begin to bear fruit. Further positives signs in the growth of ebike share schemes globally should also partly assuage the challenges we continue to see in the consumer segment of this market. This diversification should also see a potential improvement in operating margins into next year.

In general, 2024 was another challenging year for the business with reductions in revenue but despite this the Group was able enter new market sectors with better long term growth prospects which we hope will underpin a return to profitability.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risk to the business remains the ability of the company to maintain and grow its sales in an increasingly competitive market. In the event that a number of key customers reduce or withdraw orders then this would require the Group to react to ensure reserves are maintained at a reasonable level.

THE FUTURE

The board believes that the Group is now established as a trusted and high-quality supplier of electric propulsion systems as demonstrated by our blue-chip ebike customers. The plan over the next three years is to continue to develop the business with further product launches into new higher growth sectors and deliver substantive improvements in financial performance.

ON BEHALF OF THE BOARD:

Mr A R Boyce - Director

30th September 2025

The directors present their report with the financial statements of the company and the group for the year ended 31st December 2024.

DIVIDENDS

No dividends will be distributed for the year ended 31st December 2024.

DIRECTORS

The directors shown below have held office during the whole of the period from 1st January 2024 to the date of this report.

Mr A R Boyce

Mr H P Gangsted

Mr E Lathouwers

Mr J J A Laurent Josi

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 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 affairs of the company and the group and of the profit or loss of the group 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;

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Richardson Jones, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr A R Boyce - Director

30th September 2025

Opinion

We have audited the financial statements of TDCM UK Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31st December 2024 and of the group's loss 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 group 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 group's and the parent 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group 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 Group 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 Group 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company 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 three, 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 group's and the parent 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 group or the parent 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:

We gained an understanding of the legal and regulatory framework applicable to TDCM Group Limited and the manufacturing industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to the Companies Act 2006 and UK tax legislation. Our procedures included:

- agreeing the financial statement disclosures to underlying supporting documentation

- enquiries with management

- understanding of management's internal controls designed to prevent and detect irregularities

There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

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.

David Porter (Senior Statutory Auditor)

for and on behalf of Richardson Jones

Registered Auditors &

Chartered Accountants

Mercury House

19-21 Chapel Street

Marlow

Buckinghamshire

SL7 3HN

30th September 2025

TURNOVER

3

8,755,162

11,794,265

Cost of sales

7,924,486

10,595,746

GROSS PROFIT

830,676

1,198,519

Administrative expenses

909,867

1,067,595

(79,191

)

130,924

Other operating income

44,887

43,753

OPERATING (LOSS)/PROFIT

5

(34,304

)

174,677

Interest payable and similar expenses

6

14,828

68,543

(LOSS)/PROFIT BEFORE TAXATION

(49,132

)

106,134

Tax on (loss)/profit

7

75,210

29,811

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(124,342

)

76,323

(Loss)/profit attributable to:

Owners of the parent

(124,304

)

76,328

Non-controlling interests

(38

)

(5

)

(124,342

)

76,323

(LOSS)/PROFIT FOR THE YEAR

(124,342

)

76,323

OTHER COMPREHENSIVE INCOME

Foreign exchange differences

(112,311

)

(157,930

)

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(112,311

)

(157,930

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(236,653

)

Prior year adjustment

(265,538

)

TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT

(347,145

)

Total comprehensive income attributable to:

Owners of the parent

(236,615

)

(347,140

)

Non-controlling interests

(38

)

(5

)

(236,653

)

(347,145

)

FIXED ASSETS

Intangible assets

10

4,641

10,740

Tangible assets

11

260,092

505,381

Investments

12

-

-

264,733

516,121

CURRENT ASSETS

Stocks

13

2,580,044

3,517,094

Debtors

14

2,144,793

2,861,186

Cash at bank

528,124

432,053

5,252,961

6,810,333

CREDITORS

Amounts falling due within one year

15

3,134,653

4,706,761

NET CURRENT ASSETS

2,118,308

2,103,572

TOTAL ASSETS LESS CURRENT LIABILITIES

2,383,041

2,619,693

CAPITAL AND RESERVES

Called up share capital

18

4,406

4,406

Share premium

19

3,169,042

3,169,042

Other reserves

19

103,092

103,092

Retained earnings

19

(878,849

)

(642,234

)

SHAREHOLDERS' FUNDS

2,397,691

2,634,306

NON-CONTROLLING INTERESTS

20

(14,650

)

(14,613

)

TOTAL EQUITY

2,383,041

2,619,693

The financial statements were approved by the Board of Directors and authorised for issue on 30th September 2025 and were signed on its behalf by:

Mr A R Boyce - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

813,920

813,920

813,920

813,920

CURRENT ASSETS

Debtors

14

205,951

204,841

Cash at bank

34,433

35,708

240,384

240,549

CREDITORS

Amounts falling due within one year

15

1,171,474

1,203,634

NET CURRENT LIABILITIES

(931,090

)

(963,085

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(117,170

)

(149,165

)

CAPITAL AND RESERVES

Called up share capital

18

4,406

4,406

Share premium

19

3,169,042

3,169,042

Retained earnings

19

(3,290,618

)

(3,322,613

)

SHAREHOLDERS' FUNDS

(117,170

)

(149,165

)

Company's profit for the financial year

31,995

5,794

The financial statements were approved by the Board of Directors and authorised for issue on 30th September 2025 and were signed on its behalf by:

Mr A R Boyce - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1st January 2023

4,406

(295,094

)

3,169,042

Prior year adjustment

-

(265,538

)

-

As restated

4,406

(560,632

)

3,169,042

Changes in equity

Total comprehensive income

-

(81,602

)

-

Balance at 31st December 2023

4,406

(642,234

)

3,169,042

Changes in equity

Total comprehensive income

-

(236,615

)

-

Balance at 31st December 2024

4,406

(878,849

)

3,169,042

Other

Non-controlling

Total

reserves

Total

interests

equity

£

£

£

£

Balance at 1st January 2023

103,092

2,981,446

(14,608

)

2,966,838

Prior year adjustment

-

(265,538

)

-

(265,538

)

As restated

103,092

2,715,908

(14,608

)

2,701,300

Changes in equity

Total comprehensive income

-

(81,602

)

(5

)

(81,607

)

Balance at 31st December 2023

103,092

2,634,306

(14,613

)

2,619,693

Changes in equity

Total comprehensive income

-

(236,615

)

(38

)

(236,653

)

Balance at 31st December 2024

103,092

2,397,691

(14,651

)

2,383,040

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1st January 2023

4,406

(3,062,869

)

3,169,042

110,579

Prior year adjustment

-

(265,538

)

-

(265,538

)

As restated

4,406

(3,328,407

)

3,169,042

(154,959

)

Changes in equity

Total comprehensive income

-

5,794

-

5,794

Balance at 31st December 2023

4,406

(3,322,613

)

3,169,042

(149,165

)

Changes in equity

Total comprehensive income

-

31,995

-

31,995

Balance at 31st December 2024

4,406

(3,290,618

)

3,169,042

(117,170

)

Cash flows from operating activities

Cash generated from operations

1

312,761

162,017

Interest paid

(14,828

)

(68,543

)

Tax paid

(43,160

)

(114,073

)

Net cash from operating activities

254,773

(20,599

)

Cash flows from investing activities

Purchase of intangible fixed assets

-

(4,503

)

Purchase of tangible fixed assets

(14,232

)

(62,759

)

Net cash from investing activities

(14,232

)

(67,262

)

Increase/(decrease) in cash and cash equivalents

240,541

(87,861

)

Cash and cash equivalents at beginning of year

2

432,053

684,256

Effect of foreign exchange rate changes

(144,470

)

(164,342

)

Cash and cash equivalents at end of year

2

528,124

432,053

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

31.12.24

31.12.23

as restated

£

£

(Loss)/profit before taxation

(49,132

)

106,134

Depreciation charges

265,620

348,315

Loss on disposal of fixed assets

-

695

Finance costs

14,828

68,543

231,316

523,687

Decrease in stocks

937,050

858,117

Decrease in trade and other debtors

716,393

832,569

Decrease in trade and other creditors

(1,571,998

)

(2,052,356

)

Cash generated from operations

312,761

162,017

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31st December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

528,124

432,053

Year ended 31st December 2023

31.12.23

1.1.23

as restated

£

£

Cash and cash equivalents

432,053

684,256

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank

432,053

96,071

528,124

432,053

96,071

528,124

Debt

Debts falling due within 1 year

(1,203,634

)

32,160

(1,171,474

)

(1,203,634

)

32,160

(1,171,474

)

Total

(771,581

)

128,231

(643,350

)

1.	STATUTORY INFORMATION

TDCM UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General 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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation

These consolidated financial statements incorporate the financial statements of TDCM UK Limited, its trading wholly-owned subsidiary, TDCM Corporation Limited, and TDCM Corporation Limited's 58.63% owned subsidiary, Wiz Energy Technology Co. Limited, both registered in the Republic of China.

The group uses the acquisition method of accounting to consolidate the results of the subsidiaries.

Turnover

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

Intangible assets

Trademarks and patents are capitalised at cost and amortised on a straight-line basis over the effective period of the trademark or patent.

Computer software is capitalised at cost and amortised on a straight-line basis over the estimated useful of the software which may vary from 3 to 5 years.

Tangible fixed assets

Fixed assets are stated at acquisition cost less accumulated depreciation. Depreciation is provided on a straight-line basis over the estimated useful lives which vary from 3 to 5 years.

Stocks

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

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

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.

Pension costs and other post-retirement benefits

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

Key sources of estimation & uncertainty & significant accounting judgements

The preparation of the financial statements requires management to make judgements, estimates and

assumptions that affect reported amounts in the financial statements. Management bases its judgements,

estimates and assumptions on historical experience and on other factors, including expectations of future events, which management believes to be reasonable under the circumstances. Actual results may differ from these estimates.

Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent

liabilities, revenues, and expenses. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision only affects that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3.

TURNOVER

The turnover and loss (2023 - profit) before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

31.12.24

31.12.23

as restated

£

£

United Kingdom

1,933,666

2,166,333

Europe

1,104,745

2,742,953

United States of America

100,850

556

Asia

5,507,702

6,722,344

Canada

108,199

162,079

8,755,162

11,794,265

4.	EMPLOYEES AND DIRECTORS

31.12.24

31.12.23

as restated

£

£

Wages and salaries

1,632,540

1,836,977

Social security costs

172,894

184,588

Other pension costs

84,948

90,591

1,890,382

2,112,156

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

31.12.24

31.12.23

as restated

Parent company directors

4

4

Administrative staff

9

9

Manufacturing staff

82

87

Selling & Distribution staff

9

9

104

109

The average number of employees by undertakings that were proportionately consolidated during the year was 100 (2023 - 105 ) .

31.12.24

31.12.23

as restated

£

£

Directors' remuneration

-

-

5.	OPERATING (LOSS)/PROFIT

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

31.12.24

31.12.23

as restated

£

£

Depreciation - owned assets

259,521

337,165

Loss on disposal of fixed assets

-

9,013

Computer software amortisation

6,099

11,151

Foreign exchange differences

(102,925

)

(104,181

)