ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

Registered number: 10953103

SHI CORPORATION UK LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

SHI CORPORATION UK LIMITED

CONTENTS

	Page
Company information	1
Strategic report	2 - 3
Directors' report	4 - 6
Directors' responsibilities statement	7
Independent auditor's report	8 - 11
Profit and loss account	12
Balance sheet	13 - 14
Statement of changes in equity	14
Statement of cash flows	15
Notes to the financial statements	16 - 29

SHI CORPORATION UK LIMITED

COMPANY INFORMATION

Directors	T Lee
	J Prior


Registered number	10953103


Registered office	401 Grafton Gate
	Ground Floor
	Milton Keynes
	MK9 1AQ


Independent auditor	Blick Rothenberg Audit LLP
	Chartered Accountants & Statutory Auditor
	16 Great Queen Street
	Covent Garden
	London
	WC2B 5AH

Page 1

SHI CORPORATION UK LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The directors present their strategic report for the year ended 31 December 2024.

Business review

In FY2024, SHI Corporation UK Ltd reported a reduced net loss compared to the prior year, reflecting year over year improvement in gross margin and the initial impact of cost efficiency measures implemented toward the latter part of the year. Over the past three years, the company has undertaken significant investment in infrastructure capabilities, including the Nexus warehouse and configuration centre, as well as expanding service capacity and specialist resources to support growth in security and datacentre opportunities. Management has expressed confidence in the underlying business model and anticipates further operational improvements in FY2025.

Principal risks and uncertainties

Foreign exchange risk
The company transacts in foreign currencies and is exposed to exchange rate fluctuations.
Credit risk
The company manages its credit risk by establishing credit limits for customers.

Financial key performance indicators

Profit and loss account
The key performance indicator (KPI) is gross margin (GM).
Gross margin for the year was £37,577,433 (2023: £35,469,972) which represents a 5.9% increase from the prior year.
Balance sheet
The KPI is liquidity.
The expansion of the company's activities during the year has been financed by group credit facilities. Cash flow requirements are continually monitored to ensure that the company has sufficient liquidity to meet the ongoing requirements of the business.

In the current year there has been a capitalisation amounting to £10 million from the intercompany loan.

Page 2

SHI CORPORATION UK LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Statement by the directors on performance of their statutory duties in accordance with Section 172 (1) Companies Act 2006

Section 172 (1)(a) to (f) requires the directors to act in the way they consider would be most likely to promote the success of the company for the benefit of its members, as a whole, with regard to the following matters:
a) The likely consequences of any decision in the long-term
The directors believe that they have acted in the way she considers, in good faith, to promote the long-term success of the company. FY2025 financial budgets have been prepared in agreement with the company's member, SHI International Corp., and the directors will continue to operate the business within tight budgetary controls.
b) The interests of the company's employees
The directors consider our people to be our greatest asset and the interests of our employees are always taken into consideration in the decisions that are made. An "open" environment is encouraged, and the company aims to be a responsible employer in its approach to employee matters including pay and benefits, diversity and inclusion, and training, development and career opportunities.
c) The need to foster the company's business relationships with suppliers, customers and others
The directors and management team work closely with suppliers to build long-term relationships. Our aim is to work with our suppliers in an environment that reflects the values and behaviours we would expect from our own people.
We are very much focussed on our customers and consistently strive to provide competitive pricing, quality products and excellent customer service.
d) The impact of the company's operations on the community and environment
The directors are mindful of environmental issues and has sought to minimise the impact of the company's activities on the environment.
e) The desirability of the company maintaining a reputation for high standards of business conduct
The directors' intention is to behave responsibly and ensure that management operate the business in a responsible manner, adhering to the high standards of business conduct and good governance expected and, in doing so, will contribute to the continued success of the company.
f) The need to act fairly as between members of the company
The company has one member, SHI International Corp., and the directors have regular and open dialogue with its representatives.

This report was approved by the board and signed on its behalf by.

J Prior

Director

Date: 30 September 2025

Page 3

SHI CORPORATION UK LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Results and dividends

The loss for the year, after taxation, amounted to £387,989 (2023: loss £865,836).

The directors do not recommend a dividend (2023: £nil).

Directors

The directors who served during the year were:

T Lee

J Prior (appointed 13 March 2025)

Engagement with employees

The company recognises the importance of engaging with our employees and ensuring their involvement in the business. We regularly conduct employee surveys to gather feedback and assess satisfaction levels. This feedback is used to inform our decision-making and improve our workplace practices.

Disabled employees

The company is committed to providing equal opportunities for all employees, including those with disabilities. We ensure that disabled persons are given full and fair consideration for all vacancies for which they are suitably qualified. We also provide training, career development, and promotion opportunities to disabled employees, and consider reasonable adjustments to the work environment to accommodate their needs. If an employee becomes disabled during their employment, we make every effort to support them through consultations and appropriate adjustments to working conditions, where possible.

Page 4

SHI CORPORATION UK LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Streamlined energy and carbon reporting (SECR)

The company's greenhouse gas emissions and energy consumption are as follows:
				2024	2023

Emissions resulting from activities for which the company is responsible involving the combustion of gas or consumption of fuel for the purposes of transport (in tonnes of CO2 equivalent)	101	90
Emissions from purchased electricity (in tonnes of CO2 equivalent)	108	127
Total energy consumption (kWh)	1,027,541	1,064,894

Methodology
We have followed the 2024 UK Government GHG Conversion Factors for Company Reporting published by the Department for Energy Security and Net Zero to convert energy use in our operations to emissions of CO2e.
Carbon emission factors for purchased electricity are calculated according to the 'location-based grid average' method. This reflects the average emission of the grid where the energy consumption occurs.
For transport data where actual usage data was unavailable, conversions were made using average fuel consumption factors to estimate the usage.
Intensity ratio
We measure our annual emissions in relation to total turnover (our 'intensity ratio'). As a revenue-based business, total turnover is a quantifiable factor associated with our activities. For the year ended 31 December 2024, the tonne per £m of revenue was 2.4tCO2e (2023: 2.1tCO2e).

Primary energy efficiency measures implemented
The directors are mindful of environmental issues and takes all reasonable steps to ensure that the emissions from the company's rented business space is minimised.

Matters covered in the strategic report

As permitted by Section 414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.

Page 5

SHI CORPORATION UK LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditor

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This report was approved by the board and signed on its behalf.

J Prior

Director

Date: 30 September 2025

Page 6

SHI CORPORATION UK LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors are responsible for preparing the strategic report, 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 7

SHI CORPORATION UK LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SHI CORPORATION UK LIMITED

FOR THE YEAR ENDED 31 DECEMBER 2024

Opinion

We have audited the financial statements of SHI Corporation UK Limited (the 'company') for the year ended 31 December 2024, which comprise the profit and loss account, the balance sheet, the statement of cash flows, the statement of changes in equity and the related notes, 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 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 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 United Kingdom, including the Financial Reporting Council'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 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.

Page 8

SHI CORPORATION UK LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SHI CORPORATION UK LIMITED (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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.

Opinion 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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the strategic report and the directors' report 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 directors' report.

We have nothing to report in respect of the following matters in relation to which 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 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 directors' responsibilities statement set out on page 7, 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 is 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 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 company or to cease operations, or have no realistic alternative but to do so.

Page 9

SHI CORPORATION UK LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SHI CORPORATION UK LIMITED (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Auditor's 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 an auditor's report 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non compliance with applicable laws and regulations;

∙we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector in which the company operates;

∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation of the sector in which the company operates;

∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

∙performed analytical procedures to identify any unusual or unexpected relationships;

∙tested a sample of journal entries to identify unusual transactions;

∙assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and

∙investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

∙agreeing financial statement disclosures to underlying supporting documentation;

∙reading the minutes of meetings of those charged with governance;

∙enquiring of management as to actual and potential litigation and claims; and

∙reviewing correspondence with HM Revenue and Customs and the company's legal advisors, where relevant.

Page 10

SHI CORPORATION UK LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SHI CORPORATION UK LIMITED (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations

to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if

any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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 auditor's report.

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 an auditor's report 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.

Christopher Shepherd (senior statutory auditor)

for and on behalf of

Blick Rothenberg Audit LLP

Chartered Accountants

Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH

Date: 1 October 2025

Page 11

SHI CORPORATION UK LIMITED

PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 31 DECEMBER 2024


	2024	2023
Note	£	£


Turnover	4	88,312,163	114,955,068
Cost of sales		(50,734,730)	(79,485,096)
Gross profit		37,577,433	35,469,972
Administrative expenses		(37,189,890)	(35,192,951)
Other operating income		4,513	7,725
Operating profit	5	392,056	284,746
Interest receivable and similar income	8	586,025	1,130,908
Interest payable and similar expenses	9	(1,082,511)	(1,641,510)
Loss before tax		(104,430)	(225,856)
Tax on loss	10	(283,559)	(639,980)
Loss for the financial year		(387,989)	(865,836)

There are no items of other comprehensive income for 2024 or 2023 other than the loss for the year. As a result, no separate statement of comprehensive income has been presented.

The notes on pages 16 to 29 form part of these financial statements.

Page 12

REGISTERED NUMBER:10953103

SHI CORPORATION UK LIMITED

BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£


Fixed assets
Tangible assets	11		4,917,217		5,941,318
			4,917,217		5,941,318
Current assets
Stocks	12	2,290,411		2,449,085
Debtors	13	31,482,699		40,117,288
Cash at bank and in hand	14	4,064,891		7,188,663
		37,838,001		49,755,036
Creditors: amounts falling due within one year	15	(38,246,088)		(60,701,778)
Net current liabilities			(408,087)		(10,946,742)
Total assets less current liabilities			4,509,130		(5,005,424)

Provisions for liabilities
Deferred taxation	18	(198,312)		(340,795)
Other provisions	19	(1,584,381)		(1,539,355)
			(1,782,693)		(1,880,150)

Net assets excluding pension asset			2,726,437		(6,885,574)
Net assets/(liabilities)			2,726,437		(6,885,574)

Capital and reserves
Called up share capital	16	2	1
Share premium account	17	9,999,999	-
Profit and loss account	17	(7,273,564)	(6,885,575)
Total equity/deficit		2,726,437	(6,885,574)

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 September 2025.

J Prior

Director

The notes on pages 16 to 29 form part of these financial statements.

Page 13

REGISTERED NUMBER:10953103

SHI CORPORATION UK LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2023	1	-	(6,019,739)	(6,019,738)
Comprehensive income for the year
Loss for the year	-	-	(865,836)	(865,836)
Total comprehensive income for the year	-	-	(865,836)	(865,836)

At 1 January 2024	1	-	(6,885,575)	(6,885,574)

Loss for the year	-	-	(387,989)	(387,989)
Total comprehensive income for the year	-	-	(387,989)	(387,989)
Contributions by and distributions to owners
Shares issued during the year	1	9,999,999	-	10,000,000
Total transactions with owners	1	9,999,999	-	10,000,000
At 31 December 2024	2	9,999,999	(7,273,564)	2,726,437

The notes on pages 16 to 29 form part of these financial statements.

Page 14

SHI CORPORATION UK LIMITED

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
Loss for the financial year	(387,989)	(865,836)
Adjustments for:
Depreciation of tangible assets	1,344,002	1,369,976
Interest paid	1,082,511	1,641,510
Interest received	(586,025)	(1,130,908)
Decrease in stocks	158,674	4,012,561
Decrease in debtors	8,634,589	14,911,441
(Decrease) in creditors	(446,638)	(8,251,247)
(Decrease) in provisions	(97,457)	601,788
Corporation tax charge	363,571	299,185
(Decrease) in amounts owed to group	(12,372,622)	(11,203,109)
Net cash generated from operating activities	(2,307,384)	1,385,361

Cash flows from investing activities
Purchase of tangible fixed assets	(319,902)	(930,777)
Interest received	586,025	1,130,908
Net cash from investing activities	266,123	200,131
Cash flows from financing activities
Interest paid	(1,082,511)	(1,641,510)
Net cash used in financing activities	(1,082,511)	(1,641,510)
Net decrease in cash and cash equivalents	(3,123,772)	(56,018)
Cash and cash equivalents at beginning of year	7,188,663	7,244,681
Cash and cash equivalents at the end of year	4,064,891	7,188,663

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	4,064,891	7,188,663
	4,064,891	7,188,663

The notes on pages 16 to 29 form part of these financial statements.

Page 15

SHI CORPORATION UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

SHI Corporation UK Limited is a reseller of computer hardware, software and ancillary services.
The company is a private company limited by shares incorporated in England and Wales. The address of its registered office and principal place of business is 401 Grafton Gate, Ground Floor, Milton Keynes, MK9 1AQ.
The financial statements are presented in Sterling (£). Monetary amounts in these financial statements are rounded to the nearest £.

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 (see note 3).

The company was, at the end of the year, a wholly-owned subsidiary of SHI International Corp., a company incorporated in the United States, whose registered address is 290 Davidson Avenue, Somerset, New Jersey 08873, United States.

2.2

Going concern

The financial statements have been prepared on a going concern basis. The company has total equity at 31 December 2024 of £2,726,437 (2023: deficit on total equty of £6,885,574) and made a loss for the year then ended of £387,989 (2023: loss of £865,836). The directors consider this basis to be appropriate as the company has received a letter of support from its parent undertaking, SHI International Corp. confirming its intention and ability to provided continued financial assistance to the company for the foreseeable future being a period of at least twelve months from the date of approval of these financial statements. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.

Page 16

SHI CORPORATION UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

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.

2.4

Operating leases: the company as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.5

Pensions

Defined contribution pension plan

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.

Page 17

SHI CORPORATION UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.8

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, 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.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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 balance sheet date.

2.9

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 18

SHI CORPORATION UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.9

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Short-term leasehold property	-	Over the term of lease
Motor vehicles	-	20%
Fixtures and fittings	-	20%
Office warehouse equipment	-	33%
Computer equipment	-	33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.10

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.11

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.

In the statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the company's cash management.

2.12

Share capital

Ordinary shares are classified as equity.

2.13

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.

Page 19

SHI CORPORATION UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.14

Financial instruments

The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument.

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 company after deducting all of its liabilities.

The company’s policies for its major classes of financial assets and financial liabilities are set out below.

Financial assets

Basic financial assets, including trade and other debtors and cash and bank balances, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Financial liabilities

Basic financial liabilities, including trade and other creditors and loans from fellow group companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Impairment of financial assets

Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Page 20

SHI CORPORATION UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

Financial instruments (continued)

Derecognition of financial assets and financial liabilities

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Offsetting of financial assets and financial liabilities

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

2.15

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In preparing these financial statements, the directors have to make judgments and estimates in relation to bad debt provision of debtors, obsolete stock and accruals. Factors taken into consideration in reaching such a decision include the economic viability and expected future performance of the assets.

Impairment of trade debtors

The company trades with a large and varied number of customers on credit terms. Some debts due may not be paid through the default of a small number of customers. The company uses estimates based on historical experience, current information and supportable forecasts of future economic conditions in determining the level of debts for which an impairment charge is required. The level of impairment required is reviewed on an ongoing basis.

Impairment of stocks

Write downs for excess, obsolete or expired inventory are based primarily on how long the inventory has been held, historical sales volume, and estimates of forecasted net sales of that product. A significant change in the timing or level of demand for products may result in recording additional write downs for excess, obsolete or expired inventory in the future.

Page 21

SHI CORPORATION UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Software sales	4,468,906	11,941,089
Hardware sales	42,118,224	68,744,573
Service sales	20,193,978	16,193,466
Other sales	21,531,055	18,075,940
	88,312,163	114,955,068

Analysis of turnover by country of destination:


					2024	2023
					£	£

United Kingdom	72,918,052	102,299,788
Rest of Europe	7,370,106	6,401,717
Rest of the world	8,024,005	6,253,563
	88,312,163	114,955,068

	Depreciation	1,344,002	1,369,976
	Other operating lease rentals	733,063	733,104

Page 22

SHI CORPORATION UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Fees payable to the company's auditor and its associates for the audit of the company's financial statements	64,500	60,000
Fees payable to the company's auditor and its associates in respect of:
Preparation of financial statements and taxation compliance services	12,400	11,500
All non-audit services not included above	22,453	30,013
	99,353	101,513

Wages and salaries	27,191,993	26,099,861
Social security costs	3,136,385	2,841,018
Cost of defined contribution scheme	817,788	691,087
	31,146,166	29,631,966

The average monthly number of employees, including the directors, during the year was as follows:

	2024	2023
	No.	No.

Administration	198	191
Sales	145	152
Distribution	8	9

	351	352

Page 23

SHI CORPORATION UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

8.	Interest receivable and similar income
		2024	2023
		£	£

Differences on foreign exchange	264,793	801,811
Other interest receivable	321,232	329,097
	586,025	1,130,908

Loans from group undertakings	1,019,489	1,610,530
Other interest payable	63,022	30,980
	1,082,511	1,641,510

Corporation tax
Current tax on loss for the year	426,042	299,185

	Deferred tax
	Fixed asset timing differences	(142,483)	340,795


	Tax on loss	283,559	639,980

Page 24

SHI CORPORATION UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.Taxation (continued)

Loss on ordinary activities before tax

(104,430)

(225,856)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)	(26,107)	(56,464)
Effects of:
Expenses not deductible for tax purposes	156,101	90,205
Capital allowances for year in excess of depreciation	174,721	182,717
Utilisation of tax losses	-	(38,143)
Trade loan relationship debits	121,327	139,689
Impact of a change in the UK tax rate	-	(18,819)
Deferred tax movements	(142,483)	340,795
Total tax charge for the year	283,559	639,980

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 25

SHI CORPORATION UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.	Tangible fixed assets

	Short-term leasehold property	Motor vehicles	Fixtures and fittings	Office equipment	Computer equipment	Total
	£	£	£	£	£	£
Cost
At 1 January 2024	5,348,566	54,950	375,831	660,709	1,214,768	7,654,824
Additions	72,875	-	4,825	92,119	150,082	319,901
At 31 December 2024	5,421,441	54,950	380,656	752,828	1,364,850	7,974,725
Depreciation
At 1 January 2024	770,426	11,684	99,041	229,294	603,061	1,713,506
Charge for the year on owned assets	577,575	10,990	75,791	237,422	442,224	1,344,002
At 31 December 2024	1,348,001	22,674	174,832	466,716	1,045,285	3,057,508
Net book value
At 31 December 2024	4,073,440	32,276	205,824	286,112	319,565	4,917,217
At 31 December 2023	4,578,140	43,266	276,790	431,415	611,707	5,941,318

12.	Stocks
		2024	2023
		£	£

	Finished goods and goods for resale	2,290,411	2,449,085

There is no significant difference between the replacement cost of the stock and its carrying amount.

Page 26

SHI CORPORATION UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.

Debtors

					2024	2023
					£	£

Due after more than one year
Other debtors	478,659	342,237
	478,659	342,237
Due within one year
Trade debtors	27,982,574	36,169,014
Other debtors	1,257,432	1,158,062
Prepayments and accrued income	1,764,034	2,447,975
	31,482,699	40,117,288

14.	Cash and cash equivalents
		2024	2023
		£	£

	Cash at bank and in hand	4,064,891	7,188,663

15.	Creditors: amounts falling due within one year
		2024	2023
		£	£

Trade creditors	17,465,999	13,524,518
Amounts owed to group undertakings	9,362,852	31,735,475
Corporation tax	363,571	299,185
Other taxation and social security	2,460,415	3,082,446
Accruals and deferred income	8,593,251	12,060,154
	38,246,088	60,701,778

Amounts owed to group undertakings accrue interest at 4% per annum, are unsecured and repayable on demand.

Page 27

SHI CORPORATION UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

2 (2022: 1) Ordinary shares of £1.00 each	2	1

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.

On 11 December 2024, the company issued 1 ordinary share of £1 for consideration of £10 million in order to reduce the indebtedness with its parent undertaking.

17.

Reserves

Profit and loss account
The profit and loss account includes all current and prior period retained profits and losses.

Share premium account

The share premium reserve includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

18.	Deferred taxation

		2024
		£

	At beginning of year	(340,795)
	Charged to profit or loss	142,483
	At end of year	(198,312)

The provision for deferred taxation is made up as follows:
	2024	2023
	£	£

	Accelerated capital allowances	(198,312)	(340,795)
		(198,312)	(340,795)

Page 28

SHI CORPORATION UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

19.	Provisions

		Dilapidation provision
		£

	At 1 January 2024	1,539,355
	Other movements	45,026
	At 31 December 2024	1,584,381

The dilapidations provision relates to the expected future costs in respect of returning the leased property back to its original condition.
Any economic outflows in relation to the provision will occur at the end of the lease agreement on 31 January 2032.

Not later than 1 year	930,736	947,566
Later than 1 year and not later than 5 years	3,174,910	2,144,157
Later than 5 years	928,417	942,589
	5,034,063	4,034,312

21.	Related party transactions
	The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.

22.	Ultimate parent undertaking and controlling party

SHI Corporation UK Limited is a wholly-owned subsidiary of SHI International Corp., a company formed and located in the United States of America. SHI International Corp. is the immediate parent company and the ultimate parent company. The parent undertaking's registered address is 290 Davidson Avenue, Somerset, New Jersey 08873, United States. Copies of the group financial statements are not publicly available.
In the opinion of the directors, the ultimate controlling party is T Lee.

Page 29