REGISTERED NUMBER: 08513054 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

FOR

TT SHARED SERVICES LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Statement of Income and Retained Earnings

8

Statement of Financial Position

9

Statement of Cash Flows

10

Notes to the Statement of Cash Flows

11

Notes to the Financial Statements

12

DIRECTORS:

K D Gray

M M Heffernan

A Taraz

REGISTERED OFFICE:

c/o Thompson Taraz

4th Floor

Stanhope House

47 Park Lane

London

W1K 1PR

REGISTERED NUMBER:

08513054 (England and Wales)

AUDITORS:

Menzies LLP

Chartered Accountants

Statutory Auditor

4th Floor, 95 Gresham Street

London

EC2V 7AB

The directors present their report with the financial statements of the company for the year ended 31 March 2025.

DIVIDENDS

The directors do not recommend the payment of a dividend.

DIRECTORS

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

K D Gray

M M Heffernan

A Taraz

DONATIONS AND EXPENDITURE

During the year under review the company made donations to charity amounting to £20,150 (2024: £22,469).

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

SMALL COMPANY PROVISIONS

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemptions.

ON BEHALF OF THE BOARD:

M M Heffernan - Director

11 September 2025

Opinion

We have audited the financial statements of TT Shared Services Limited (the 'company') for the year ended 31 March 2025 which comprise the Statement of Income and Retained Earnings, Statement of Financial Position, Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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.

Other information

The directors are responsible for the other information. The other information comprises the information in 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has 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 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, 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; or

-	the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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.

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.

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 Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including:

- The Companies Act 2006

- Financial Reporting Standard 102

- UK employment legislation

- UK tax legislation; and

- General Data Protection Regulations

We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

We understood how the Company is complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of relevant documentation.

The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. No issues were identified in this area.

We assessed the susceptibility of the Company financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:

- Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;

- Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;and’

-Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:

- Posting of unusual journals and complex transactions; or

- The use of management override of controls to manipulate results, or to cause the Company to enter into transactions not in its best interests.

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 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.

Sarah Hallam FCCA (Senior Statutory Auditor)

for and on behalf of Menzies LLP

Chartered Accountants

Statutory Auditor

4th Floor, 95 Gresham Street

London

EC2V 7AB

11 September 2025

TURNOVER

4

2,809,177

2,326,478

Cost of sales

(30,368

)

-

GROSS PROFIT

2,778,809

2,326,478

Administrative expenses

(2,678,255

)

(2,297,698

)

100,554

28,780

Interest receivable and similar income

748

-

PROFIT BEFORE TAXATION

6

101,302

28,780

Tax on profit

7

(32,273

)

(6,827

)

PROFIT FOR THE FINANCIAL YEAR

69,029

21,953

Retained earnings at beginning of year

36,493

14,540

RETAINED EARNINGS AT END OF YEAR

105,522

36,493

FIXED ASSETS

Intangible assets

9

140,793

137,391

Tangible assets

10

972

20,422

141,765

157,813

CURRENT ASSETS

Debtors

11

245,287

164,804

Cash at bank

175,873

165,880

421,160

330,684

CREDITORS

Amounts falling due within one year

12

(457,402

)

(452,003

)

NET CURRENT LIABILITIES

(36,242

)

(121,319

)

TOTAL ASSETS LESS CURRENT LIABILITIES

105,523

36,494

CAPITAL AND RESERVES

Called up share capital

13

1

1

Retained earnings

14

105,522

36,493

SHAREHOLDERS' FUNDS

105,523

36,494

The financial statements were approved by the Board of Directors and authorised for issue on 11 September 2025 and were signed on its behalf by:

M M Heffernan - Director

Cash flows from operating activities

Cash generated from operations

1

94,553

225,936

Tax (paid)/received

(9,768

)

(12,653

)

Net cash from operating activities

84,785

213,283

Cash flows from investing activities

Purchase of intangible fixed assets

(43,645

)

(56,313

)

Purchase of tangible fixed assets

(1,250

)

-

Interest received

748

-

Net cash from investing activities

(44,147

)

(56,313

)

Cash flows from financing activities

Proceeds from loans group undertakings

(30,645

)

(176,991

)

Net cash from financing activities

(30,645

)

(176,991

)

Increase/(decrease) in cash and cash equivalents

9,993

(20,021

)

Cash and cash equivalents at beginning of year

2

165,880

185,901

Cash and cash equivalents at end of year

2

175,873

165,880

1.	RECONCILIATION OF PROFIT FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit for the financial year

69,029

21,953

Depreciation charges

60,943

55,250

Finance income

(748

)

-

Taxation

32,273

6,827

161,497

84,030

(Increase)/decrease in trade and other debtors

(80,483

)

83,208

Increase in trade and other creditors

13,539

58,698

Cash generated from operations

94,553

225,936

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 March 2025

31/3/25

1/4/24

£

£

Cash and cash equivalents

175,873

165,880

Year ended 31 March 2024

31/3/24

1/4/23

£

£

Cash and cash equivalents

165,880

185,901

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/4/24

Cash flow

At 31/3/25

£

£

£

Net cash

Cash at bank

165,880

9,993

175,873

165,880

9,993

175,873

Total

165,880

9,993

175,873

1.	STATUTORY INFORMATION

TT Shared Services Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	STATEMENT OF COMPLIANCE

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.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared on the historical cost basis and in accordance with applicable accounting standards. The financial statements are prepared in sterling, which is the functional currency of the entity.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical accounting judgements and key sources of estimation uncertainty

Useful economic lives of tangible fixed assets:

Tangible and intangible assets are depreciated over their expected useful lives taking into consideration residual values, where appropriate. The actual lives of the assets and residual values are assessed and amended when necessary to reflect the current estimates based on economic utilisation and physical condition of the assets.

Doubtful debts:

The company makes an estimate of the recoverable value of trade. When assessing impairment of trade debtors, management considers factors including the current credit rating of the debtor, the ageing of the debtor and historical experience regarding payment history.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable and represents the amount receivable for services rendered, net of discounts and Value Added Tax.

Revenue from the rendering of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.

Intangible assets

Intangible assets are initially recorded at cost and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses.

Amortisation

Amortisation of intangible assets is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:

Development Costs - 25% reducing balance

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.

Tangible fixed assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation:

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Equipment - 25% reducing balance

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.

Financial instruments

Basic financial assets and basic financial liabilities as defined under section 11 of FRS 102, including trade and other debtors, trade and other creditors, cash and bank balances and investments in commercial paper, 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.

Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively.

Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

4.

TURNOVER

Turnover arises from:

2025

2024

£

£

Rendering of services

2,809,177

2,326,478

The whole of the turnover is attributable to the principal activity of the company wholly undertaken in the United Kingdom.

5.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

1,629,898

1,463,788

Social security costs

234,270

163,386

Other pension costs

27,885

25,523

1,892,053

1,652,697

Of the amount above, £1,892,053 (2024: £1,652,697) has been recharged to group companies as part of a management fee which is included in turnover for the year in note 4.

Particulars of employees

The average number of persons employed by the company during the year, including the directors, amounted

to:

2025

2024

No

No

Administrative staff

11

9

Management staff

7

7

18

16

Directors' remuneration

The directors' aggregate remuneration in respect of qualifying services was:

2025

2024

£

£

Remuneration

395,121

352,939

The highest paid director received remuneration of £140,555 (2024: 133,608).

6.	PROFIT BEFORE TAXATION

2025

2024

£

£

Amortisation of intangible assets

40,243

45,800

Depreciation of tangible assets

20,701

9,450

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

32,108

6,827

Underprovision of tax

165

-

Tax on profit

32,273

6,827

UK corporation tax has been charged at 25% .

Reconciliation of total tax charge included in profit and loss

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

2025

2024

£

£

Profit before tax

101,302

28,780

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

25,326

7,195

Effects of:

Expenses not deductible for tax purposes

3,158

2,838

Capital allowances in excess of depreciation

-

(266

)

Depreciation in excess of capital allowances

3,624

-

Adjustments in respect of prior periods

165

(2,776

)

Marginal relief

-

(164

)

Total tax charge

32,273

6,827

8.	AUDITOR'S REMUNERATION

2025

2024

£

£

Fees payable for the audit of the financial statements

3,800

3,550

9.	INTANGIBLE FIXED ASSETS

Other

Intangibles

£

COST

At 1 April 2024

423,183

Additions

43,645

At 31 March 2025

466,828

AMORTISATION

At 1 April 2024

285,792

Amortisation for year

40,243

At 31 March 2025

326,035

NET BOOK VALUE

At 31 March 2025

140,793

At 31 March 2024

137,391

10.	TANGIBLE FIXED ASSETS

Computer

equipment

£

COST

At 1 April 2024

168,285

Additions

1,250

Disposals

(168,285

)

At 31 March 2025

1,250

DEPRECIATION

At 1 April 2024

147,863

Charge for year

20,701

Eliminated on disposal

(168,286

)

At 31 March 2025

278

NET BOOK VALUE

At 31 March 2025

972

At 31 March 2024

20,422

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

48,308

35,714

Amounts owed by group undertakings

29,825

29,825

Other debtors

28,274

1

VAT

24,734

18,589

Prepayments and accrued income

114,146

80,675

245,287

164,804

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

75,042

80,128

Amounts owed to group undertakings

253,621

284,266

Tax

32,108

9,603

Social security and other taxes

52,856

48,831

Other creditors

4,968

-

Accruals and deferred income

38,807

29,175

457,402

452,003

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

1

Ordinary shares of £1 each

1

1

1

14.

RESERVES

Profit and loss account - This reserve records retained earnings and accumulated losses.

15.	CONTROLLING PARTY

The company's parent company is Thompson Taraz Group PLC, which is registered in England and Wales. The smallest group in which the results of the company are consolidated is that headed by Thompson Taraz Group PLC. The group accounts are available from the parent's registered office, 47 Park Lane, Mayfair, London, W1K 1PR.

The directors do not consider there to be a single controlling party.

16.	RELATED PARTY TRANSACTIONS

The total balance owed by group undertakings at the balance sheet date amounts to £29,825 (2024: £29,825) and is disclosed within amounts due from group undertakings within debtors.

The total balance due to group undertakings at the balance sheet date amounts to £253,621 (2024: £284,266) and is disclosed within amounts due to group undertakings within other creditors.