REGISTERED NUMBER: 11549836 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 29 DECEMBER 2024

FOR

TAE POWER SOLUTIONS ENGINEERING LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTOR:

K Munipella

REGISTERED OFFICE:

C/O Thrings Llp

6 Drakes Meadow

Swindon

SN3 3LL

REGISTERED NUMBER:

11549836 (England and Wales)

AUDITORS:

TC Group

1 Rushmills

Bedford Road

Northampton

Northamptonshire

NN4 7YB

FIXED ASSETS

Intangible assets

4

950

1,150

Tangible assets

5

1,345,665

1,602,652

1,346,615

1,603,802

CURRENT ASSETS

Debtors

6

1,029,996

1,529,705

Cash at bank

77,211

383,087

1,107,207

1,912,792

CREDITORS

Amounts falling due within one year

7

42,094,158

28,684,660

NET CURRENT LIABILITIES

(40,986,951

)

(26,771,868

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(39,640,336

)

(25,168,066

)

PROVISIONS FOR LIABILITIES

9

256,529

302,150

NET LIABILITIES

(39,896,865

)

(25,470,216

)

CAPITAL AND RESERVES

Called up share capital

10

500,001

500,001

Share option reserve

553,479

584,093

Retained earnings

(40,950,345

)

(26,554,310

)

SHAREHOLDERS' FUNDS

(39,896,865

)

(25,470,216

)

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 director and authorised for issue on 1 October 2025 and were signed by:

K Munipella - Director

1.	STATUTORY INFORMATION

TAE Power Solutions Engineering 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 (£).

The trading address of TAE Power Solutions Engineering is 3900 Parkside, Birmingham, B37 7YG

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. Turnover from contracts is recognised in accordance with the stage of completion of the project.

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 ten years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Improvements to property

-

25% on reducing balance

Plant and machinery

-

25% on reducing balance

Fixtures and fittings

-

20% on reducing balance

Computer equipment

-

25% on cost

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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 balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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 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

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

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.

Going concern

As at 29 December 2024 the company's liabilities exceeded its assets by £39,896,865. The company is financed by its ultimate parent company, and is dependent upon the continued support of the ultimate parent company and its investors. With this support, at the time of approving the financial statements, the directors have reasonable expectation that the company has adequate resources and funding in place to continue in operational existence for the foreseeable future and pay its liabilities as they fall due.

As at the point of authorising the accounts, and for the foreseeable future, the directors consider the going concern assumption to still be appropriate. However, should continuing funding not be available, the going concern basis would be invalid and the adjustments would have to be made to reduce the value of assets to their realisable amount and to provide for any further liabilities that might arise.

The directors acknowledge that given the currently rapidly changing business and social environment, there are likely to be significant unknown factors which may present themselves. Such factors are considered by the directors to represent a general inherent level of risk in relation to the going concern assumption albeit not quantifiable at this time.

Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Share based payments

The Group provides share-based payment arrangements to certain employees.

Equity-settled arrangements are measured at fair value (excluding the effect on non-market based vesting conditions) at the date of the grant. The fair value is expensed on a straight-line basis over the vesting period. The amount recognised as an expense is adjusted to reflect the actual number of shares or options that will vest.

Where equity-settled arrangements are modified, and are of benefit to the employee, the incremental fair value is recognised over the period from the date of modification to date of vesting. Where a modification is not beneficial to the employee there is no change to the charge for share-based payment. Settlements and cancellations are treated as an acceleration of vesting and the unvested amount is recognised immediately in the income statement.

Cash-settled share options are measured at fair value at the balance sheet date. The Group recognises a liability at the balance sheet date based on these fair values, taking into account the estimated number of options that will actually vest and the current proportion of the vesting period. Changes in the value of this liability are recognised in the income statement.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 142 (2023 - 157 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 30 December 2023

and 29 December 2024

2,000

AMORTISATION

At 30 December 2023

850

Charge for year

200

At 29 December 2024

1,050

NET BOOK VALUE

At 29 December 2024

950

At 29 December 2023

1,150

5.	TANGIBLE FIXED ASSETS

Improvements

Fixtures

to

Plant and

and

Computer

property

machinery

fittings

equipment

Totals

£

£

£

£

£

COST

At 30 December 2023

173,335

1,277,923

336,759

474,997

2,263,014

Additions

11,447

267,505

-

3,211

282,163

Disposals

(58,701

)

-

-

(44,914

)

(103,615

)

At 29 December 2024

126,081

1,545,428

336,759

433,294

2,441,562

DEPRECIATION

At 30 December 2023

81,658

251,709

116,804

210,191

660,362

Charge for year

21,866

351,319

46,922

105,347

525,454

Eliminated on disposal

(45,005

)

-

-

(44,914

)

(89,919

)

At 29 December 2024

58,519

603,028

163,726

270,624

1,095,897

NET BOOK VALUE

At 29 December 2024

67,562

942,400

173,033

162,670

1,345,665

At 29 December 2023

91,677

1,026,214

219,955

264,806

1,602,652

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

-

151,519

Other debtors

1,029,996

1,378,186

1,029,996

1,529,705

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

982,257

2,488,677

Amounts owed to group undertakings

40,077,472

24,633,639

Taxation and social security

415,582

758,882

Other creditors

618,847

803,462

42,094,158

28,684,660

8.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

£

£

Within one year

176,559

99,137

Between one and five years

-

1,184

176,559

100,321

9.	PROVISIONS FOR LIABILITIES

2024

2023

£

£

Deferred tax

256,529

302,150

Deferred

tax

£

Balance at 30 December 2023

302,150

Credit to Income Statement during year

(45,621

)

Balance at 29 December 2024

256,529

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

500,001

Ordinary

1

500,001

500,001

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

The Report of the Auditors was unqualified.

Emma Jones FCCA (Senior Statutory Auditor)

for and on behalf of TC Group

12.	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.

13.	ULTIMATE CONTROLLING PARTY

The company's immediate parent company is TAE Power Solutions Limited

TAE Technologies Inc is the ultimate controlling party by virtue of their shareholding in the group.

14.	SHARE-BASED PAYMENT TRANSACTIONS

The number of equity-settled share based payments has been disclosed in the below table. During the year, the credit for the equity-settled share based payment was £30,614 (2023: charge £584,093).

Some employees of the company have been issued share options in TAE Power Solutions LLC and TAE Technologies Inc. Share options which have been granted have non-market vesting conditions attached, and there are two different classes. Share options are exercisable immediately after the vesting period between 1-6 years following their grant.

The fair value of share options granted is estimated at the date of grant. The grant date for accounting purposes is at various points as the options were issued, as this is when a shared understanding of the terms and conditions of the arrangements was achieved between various parties. When assessing the fair value at the grant date, market information was used from which the parent company is listed in.

The fair value of share options granted is estimated at the date of grant using Black Scholes model.

The following table illustrates the number and weighted average exercise price of, and movements in, share options during the year;

Number of share options

Weighted average exercise price

At 30 December 2023

1,000,539

$14.64

Issued

99,888

$1.29

Forfeited

(518,783

)

$14.64

Exercised

(200

)

$38.42

At 29 December 2024

581,444

$14.64

The options outstanding at 29 December 2024 had an exercise price ranging from £22.39 to £1.03 and a remaining contractual life of 7.52 years on average. Note the above exercise prices are in a base currency of US Dollars and have been converted at the exchange rate at the year end date.

During the year ended 29 December 2024, 99,888 (2023: 1,008,539) share options were issued with a weighted average aggregate value of $129,055 (2023: $2,686,716) at the date of grant to employees.

The fair value of the share options granted during the year were determined using the Black-Scholes option pricing model with the following weighted average assumptions:

Average ($

)

Average (£

)

Share price

20.37

16.29

Exercise price

14.64

11.71

Expected volatility

70.82%

Expected option life

7.52 years

Risk-free interest rate

2.93%