1
Consolidated Income Statement
For the year ended 31 December
2022
2022
2021
2021
Before
exceptional item
Exceptional item
After
exceptional item
Before
exceptional
item
Exceptional
item
After
exceptional
item
Continuing operations
Note
€m
€m
€m
€m
Revenue
5
Cost of sales
6
(2,93 8.0 )
(100. 3 )
(3,03 8.3 )
(2,626. 8 )
(2,626. 8 )
Gross profit
Distribution costs
6
(112. 1 )
(112. 1 )
(93. 9 )
(93.9 )
Administrative expenses
6
(119. 0 )
(217. 1 )
(336. 1 )
(105.8 )
(105.8 )
Net foreign exchange losses
4
(0.7 )
(0.7 )
(6.9 )
(6.9 )
Other gains and losses
11
Operating (loss)/profit
(317. 4 )
(217. 0 )
Finance income
12
Finance expense
12
(64.4 )
(64.4 )
(63. 1 )
(11.8 )
(74.9 )
Net finance expense
(58.7 )
(58.7 )
(60. 0 )
(11.8 )
(71.8 )
Share of loss of associate
20
(0.9 )
(0.9 )
(Loss)/profit before income tax
(317. 4 )
(275. 7 )
(11.8 )
Income tax expense
13
(23.4 )
(3.3 )
(40. 9 )
(38.1 )
(Loss)/profit for the year
(297. 3 )
(279. 0 )
(9.0 )
(Loss)/profit for the year attributable to:
Owners of the Parent Company
(297. 3 )
(279. 1 )
(9.0 )
Non-controlling interests
26
(297. 3 )
(279. 0 )
Total earnings per share (Euro, cents)
Basic
14
(54.39 )
Diluted
14
(54.39 )
*Refer to Note 3 for reconciliation to adjusted performance measures (APMs).
2
Consolidated Statement of Comprehensive Income
For the year ended 31 December
2022
2021
Note
€m
€m
(Loss)/profit for the year
(279. 0 )
Other comprehensive income/(expense)
Items that will not be reclassified to profit or loss
– Re-measurements of retirement benefit obligations
30
– Income tax expense on retirement benefit obligations
13
(6.9 )
(6.8 )
Items that may be subsequently reclassified to profit or loss
– Currency translation
– Net investment hedges
25
Total other comprehensive income for the year
Total comprehensive (expense) /income for the year
(251. 9 )
Attributable to:
– Owners of the Parent Company
(252. 0 )
– Non-controlling interests
26
Total comprehensive (expense)/income for the year
(251. 9 )
3
Consolidated Balance Sheet
As at 31 December
2022
2021
Note
€m
€m
Non-current assets
Intangible assets
16
Right-of-use assets
18
Property, plant and equipment
17
Deferred income tax assets
13
Trade and other receivables
22
Current assets
Inventories
21
Trade and other receivables
22
Current income tax assets
13
Derivative financial instruments
29
Financial assets at fair value through profit and loss
23
Cash and cash equivalents
23
Total assets
Equity
Share capital
24
Share premium
24
Other reserves
25
(55.4 )
(61.4 )
Retained earnings
Equity attributable to owners of the Parent Company
Non-controlling interests
26
Total equity
Non-current liabilities
Trade and other payables
27
Borrowings
28
Lease liabilities
18
Deferred income tax liabilities
13
Retirement benefit obligations
30
Provisions
31
Current liabilities
Trade and other payables
27
Current income tax liabilities
13
Borrowings
28
Lease liabilities
18
Derivative financial instruments
29
Provisions
31
Total liabilities
Total equity and liabilities
The Financial Statements on pages [xxx to xxx] were authorised for issue by the Board of Directors on [15]
March 2023 and were signed on its behalf by:
Hans Dieltjens Ronald Hundzinski
Chief Executive Officer and President Chief Financial Officer
4
Consolidated Statement of Changes in Equity
For the year ended 31 December
Note
Ordinar
y
shares
Share
premiu
m
Other
reserve
s
Retaine
d
earning
s Total
Non-
controll
ing
interest
s
Total
equity
€m
€m
€m
€m
€m
€m
€m
Balance at 1 January 2022
(61.4 )
Profit for the year
(279. 1 )
(279. 1 )
(279. 0 )
Total other comprehensive
income for the year
Total comprehensive
income/(expense) for the
year
(258. 0 )
(252. 0 )
(251. 9 )
Share-based expense 7 —
Issue of own shares from
Employee Benefit Trust
7 —
Vested share awards 7 —
(1.9 )
(1.9 )
(1.9 )
Purchase of own shares 7 —
(11.4 )
(11.4 )
(11.4 )
Dividends paid
14
(12.6 )
(12.6 )
(12.6 )
Balance at 31 December
2022
(55.4 )
5
Ordinary
shares
Sha
re
premium
Other
reserves
Retained
earnings
Total
Non-
controlling
interests
Total
equity
€m
€m
€m
€m
€m
€m
€m
Balance at 1 January
2021
(137.7 )
Profit for the year
Total other
comprehensive
income/(expense) for
the year
(0.3 )
Total comprehensive
income for the year —
Decrease in share held
by Non-controlling
interests —
(26.2 )
Purchase of NCI
(15. 5 )
(15.5 )
(15.5 )
Share-based expense —
Issue of own shares
from Employee
Benefit Trust —
Vested share awards
(0.9 )
(0.9 )
(0.9 )
Purchase of own
shares —
(8.3 )
(8.3 )
(8.3 )
Dividends paid
(45. 0 )
(45.0 )
(45.0 )
Balance at 31
December 2021 6 .8
(61.4 )
6
Consolidated Statement of Cash Flows
For the year ended 31 December
2022
2021
Note
€m
€m
Cash flows from operating activities
Cash generated from operations
32
Interest paid
(56.7 )
(50.6 )
Income tax paid on operating activities
(58.3 )
(54.1 )
Net cash generated from operating activities
Cash flows from investing activities
Payment for property, plant and equipment
(90.8 )
(88.2 )
Payment for intangible assets
(27.1 )
(35.4 )
Proceeds from the sale of property, plant and equipment
Proceeds from the sale of associated undertakings
20
Tax paid on the proceeds from the sale of associated undertakings
20
(3.0 )
Interest received
Net cash used in investing activities
(116. 6 )
(103.6 )
Net cash generated from operating & investing activities ('Free Cash Flow') 3 50. 9
Cash flows from financing activities
Purchase of own shares
24
(11.4 )
(8.3 )
Purchase of non-controlling interests
26
(15.5 )
Proceeds from new borrowings
28.1
Fees paid on proceeds from new borrowings
28.1
(15.3 )
Voluntary repayments of borrowings
28.1
(600.0 )
Scheduled repayments of borrowings
28.1
(5.5 )
(6.8 )
Lease principal repayments
18
(32.9 )
(31.6 )
Dividends paid
15
(12.6 )
(45.0 )
Net cash used in financing activities
(62.4 )
(122.5 )
Net decrease in cash and cash equivalents
(11.5 )
(11.0 )
Cash and cash equivalents at the beginning of the year
23
Currency translation on cash and cash equivalents
Cash and cash equivalents at the end of the year
23
7
Notes to the Group Financial Statements
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
82
83
93
94
95
96
97
98
99
100
101
Company Financial Statements
Company Balance Sheet
At 31 December
2022
2021
Note
€m
€m
Non-current assets
Investments in subsidiaries
4
922.1
912.5
922.1
912.5
Current assets
Loans due from related parties
5
1.3
16.3
Trade and other receivables
6
0.2
0.3
Cash and cash equivalents
0.9
7.3
2.4
23.9
Total assets
924.5
936.4
Equity
Share capital
7
6.8
6.8
Share premium
7
2.2
2.2
Retained earnings
890.7
886.7
Total equity
899.7
895.7
Current liabilities
Trade and other payables
8
2.4
0.9
Loans due to related parties
9
22.2
39.8
24.6
40.7
Total liabilities
24.6
40.7
Total equity and liabilities
924.3
936.4
As permitted by section 408 of the Companies Act 2006 the Company has elected not to present its own
Income Statement for the year. The profit for the year was €19.2 million (2021: €54.3million).
The financial statements on pages [xx] to [xx] were authorised for issue by the Board of Directors on 15 March
2023 and were signed on its behalf by:
Hans Dieltjens Ronald Hundzinski
Chief Executive Officer and President Chief Financial Officer
102
Company Statement of Changes in Equity
For the year ended 31 December
Ordinary
shares
Share
premium
Retained
earnings
Total
equity
€m
€m
€m
€m
Balance at 1 January 2022
6.8
2.2
886.7
895.7
Profit for the year
—
—
19.2
19.2
Share-based expense
—
—
9.6
9.6
Purchase of own shares
—
—
(11.4)
(11.4)
Issue of own shares from Employee Benefit Trust
—
—
—
—
Vested share awards
—
—
(0.8)
(0.8)
Dividends paid
—
—
(12.6)
(12.6)
Balance at 31 December 2022
6.8
2.2
890.7
899.7
Ordinary
shares
Share
premium
Retained
earnings
Total
equity
€m
€m
€m
€m
Balance at 1 January 2021
6.8
2.2
878.7
887.7
Profit for the year
—
—
54.3
54.3
Share-based expense
—
—
6.8
6.8
Purchase of own shares
—
—
(8.3)
(8.3)
Issue of own shares from Employee Benefit Trust
—
—
1.1
1.1
Vested share awards
—
—
(0.9)
(0.9)
Dividend paid
—
—
(45.0)
(45.0)
Balance at 31 December 2021
6.8
2.2
886.7
895.7
103
Notes to the Company Financial Statements
1. Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of these financial statements are set out below.
These policies have been consistently applied to all the years presented, unless otherwise stated.
1.1. Basis of Preparation
The financial statements of the Company have been prepared in accordance with Financial Reporting Standard
101 'Reduced Disclosure Framework' and the UK Companies Act 2006.
Financial Reporting Standard 101 ('FRS 101') is a UK standard which sets out a reduced disclosure framework
for the financial reporting requirements and disclosure exemptions of qualifying entities, which otherwise
apply the requirements of International Financial Reporting Standards. The Company has prepared its financial
statements in accordance with FRS 101 to take advantage of the reduced disclosures available as the Company
meets the definition of a qualifying entity.
Summary of disclosure exemptions
The following exemptions from the requirements of International Financial Reporting Standards ("IFRS") have
been applied in the preparation of these financial statements in accordance with FRS 101:
• The following paragraphs of IAS 1, 'Presentation of financial statements'
• 10(d) (statement of cash flows);
• 10(f) (statement of financial position as at the beginning of the preceding period);
• 16 (statement of compliance with all IFRS);
• 38A (requirement for minimum of two primary statements, including cash flow statements);
• 38B-D (additional comparative information);
• 40A-D requirements for a third statement of financial position);
• 111 (cash flow statement information), and;
• 134-136 (capital management disclosures)
• Paragraph 38 of IAS 1 'Presentation of financial statements' comparative information
requirements in respect of paragraph 79 (a) (iv) of IAS 1 'Presentation of financial statements'
• IAS 7, 'Statement of cash flows'
• Paragraph 30 and 31 of IAS 8 'Accounting policies, changes in accounting estimates and errors'
(requirement for the disclosure of information when an entity has not applied a new IFRS that
has been issued but is not yet effective).
• IFRS 7, 'Financial instruments: Disclosures'
• Paragraph 17 and 18A of IAS 24, 'Related party disclosures' (key management compensation)
• Paragraphs 91 to 99 of IFRS 13 'IFRS 'Fair value measurement' (disclosure of valuation
techniques and inputs used for fair value measurement of assets and liabilities
104
• The requirements in IAS 24, 'Related party disclosures' to disclose related party transactions
entered into between two or more members of a group.
The Company is eligible to apply the above exemptions as it is included in the consolidated financial statements
of TI Fluid Systems plc who prepare financial statements under IFRS and include the above disclosures. Where
required, equivalent notes are given in the consolidated financial statements of TI Fluid Systems plc.
The financial statements have been prepared under the historical cost convention, except for financial assets
and liabilities at fair value through profit or loss (‘FVTPL’).
The preparation of financial statements in conformity with FRS 101 requires the use of estimates and
assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue
and expenses during the reporting period. Although these estimates are based on management’s reasonable
knowledge of the amount, event or actions, actual results may differ from those estimates.
1.1.1. Going Concern
After making enquiries, the Directors are of the opinion that the Group has adequate resources to continue in
operational existence for at least 12 months from the date of approval of its financial statements. The
Company therefore continues to adopt the going concern basis in preparing its financial statements. See Note
1.1.1 of the consolidated financial statements for further information.
1.1.2. Functional and Presentation Currency
These financial statements are presented in Euro, which is the Company’s functional currency. All financial
information presented in Euro has been rounded to the nearest 100,000 except where stated otherwise.
1.2. Foreign Currencies
Transactions in foreign currencies are converted to the functional currency at exchange rates at the dates of
the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are
converted to the functional currency at the exchange rate at that date. Non-monetary items that are measured
at historical cost in a foreign currency are converted using the exchange rate at the date of the transaction.
All transactional foreign currency differences are included in the Income Statement.
The average and year-end exchange rates for the Company’s principal currencies are disclosed in the
consolidated financial statements.
105
1.3. Investments in Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Company has control. The Company
controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through its power over the entity.
Investments in subsidiaries are recorded in the Company’s balance sheet at cost. The investments are subject
to a periodic impairment review, to identify the existence of any indicators of impairment. Should indicators be
identified, the carrying value is subject to an impairment assessment with any resulting diminution of the
carrying value recognised in the Income Statement.
Acquisition-related costs are expensed as incurred in accordance with IFRS 3 ‘Business Combinations’.
1.4. Financial Instruments
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial assets and financial liabilities, other than financial assets and
financial liabilities at ‘fair value through profit or loss’ (‘FVTPL’) are added to or deducted from the fair value of
the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly
attributable to the acquisition of financial assets or financial liabilities at FVTPL are expensed as incurred.
1.4.1. Financial Assets
Financial assets are classified into ‘financial assets at amortised cost’ and 'financial assets at FVTPL’. The
classification is determined at the time of initial recognition and depends on the Company's business model for
managing the financial assets and whether the contractual cash flows represent solely payments of principal
and interest.
Financial assets at amortised cost
Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments
of principal and interest, are measured at amortised cost. Interest income from these financial assets is
included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is
recognised directly in profit or loss. The Company’s financial assets at amortised cost comprise ‘loans due from
related parties’, 'other receivables' and ‘cash and cash equivalents’.
Financial assets at FVTPL
A financial asset is classified in this category if it does not meet the criteria for recognition as a financial asset
at amortised cost. Derivatives are classified in this category unless they are designated as in hedging
relationships.
106
Impairment of financial assets
The Company recognises a loss allowance for expected credit losses ('ECL') on financial assets at amortised
cost. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk
since initial recognition of the respective financial instrument.
For loans due from related parties, the Company recognises expected credit losses that will result from all
possible default events over the expected life of a financial instrument 'lifetime ECL'. The Company also
assesses on a forward-looking basis the expected credit losses associated with the loans due from related
parties.
For all other financial instruments, the Company recognises lifetime ECL only when there has been a significant
increase in credit risk since initial recognition. If the credit risk on the financial instrument has not increased
significantly since initial recognition, the Company measures the loss allowance for that financial instrument at
an amount equal to the portion of lifetime ECL that is expected to result from default events on the financial
instrument that are possible within 12 months after the reporting date.
In assessing whether the credit risk on a financial instrument has increased significantly since initial
recognition, the Company compares the risk of a default occurring on the financial instrument at the reporting
date with the risk of a default occurring on the financial instrument at the date of initial recognition. In making
this assessment, the Company considers an actual or expected significant deterioration in the financial
instrument’s external credit rating where available; significant deterioration in external market indicators of
credit risk for a particular financial instrument e.g. a significant increase in the credit spread or the credit
default swap prices for the debtor, indications that any debtor is experiencing significant financial difficulty,
default or delinquency in payments, an increase in the probability that any debtor will enter bankruptcy, or
other financial reorganisation, and where observable data indicate that there is a measurable decrease in the
estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.
1.4.2. Financial Liabilities
Financial liabilities are classified as either ‘financial liabilities at amortised cost’ or 'financial liabilities at FVTPL'.
Financial liabilities are recognised initially on the date at which the Company becomes party to the contractual
provisions of the instrument.
107
Financial liabilities at amortised cost
The classification of financial liabilities at amortised cost is determined at the time of initial recognition and
depends on the Group's business model for managing the financial liabilities and whether the contractual cash
flows represent solely payments of principal and interest. Liabilities at amortised cost, including ‘loans due to
related parties’ and trade and other payables, are measured using the effective interest method, which
calculates the amortised cost of a financial liability and allocates interest expense over its term. The effective
interest rate discounts estimated cash payments (including all fees, transaction costs and premiums) through
the expected life of the financial liability, to the net carrying amount on initial recognition.
Financial liabilities at FVTPL
A financial liability is classified in this category if it does not meet the criteria for recognition as a financial
liability at amortised cost. Derivatives are classified in this category unless they are designated as in hedging
relationships.
1.5. Trade and Other Payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of
business from suppliers. Accrued expenses are recognised when ownership of goods or services has been
transferred but not invoiced. Trade and other payables are recognised at amortised cost.
1.6. Cash and Cash Equivalents
Cash and cash equivalents comprise cash balances and call deposits with original maturities of three months or
less.
1.7. Share Capital
Ordinary shares of the Company are classified as equity. Costs directly attributable to the issue of ordinary
shares and share options are recognised in equity as a deduction, net of any tax effects from the proceeds.
1.8. Taxation
The tax expense 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 and equity.
Current tax
Current tax is the expected tax payable or receivable on the taxable profit or loss for the year, using tax rates
enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of
previous periods.
108
Deferred tax
Deferred income tax is measured using the tax rates and laws that have been enacted or substantively enacted
by the reporting date and are expected to apply when the related deferred income tax asset is realised or the
deferred income tax liability is settled.
Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised
for all deductible temporary differences to the extent that it is probable that taxable profits will be available
against which those deductible temporary differences can be utilised.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates,
except for deferred income tax liabilities where the timing of the reversal of the temporary difference is
controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable
future.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current
tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income
taxes levied by the same taxation authority on either the same taxable entity or different taxable entities
where there is an intention to settle the balances on a net basis.
1.9. Exceptional Items
Exceptional items are defined as those items that, by virtue of their nature, size and expected frequency,
warrant separate additional disclosure in the financial statements in order to fully understand the underlying
performance of the Company.
1.10. Dividends
Receivable
Dividends from investments of the Company and dividends receivable by the Company are recognised when
the right to receive payment is established.
Payable
Dividends payable to the Company’s shareholders are recognised in the Statement of Changes in Equity in the
period in which they are approved.
2. Income Statement
As permitted by section 408 of the Companies Act 2006 the Company has elected not to present its own
Income Statement for the year. The profit for the year was €19.2 million (2021: €54.3 million profit).
109
3. Directors’ Remuneration
The Company has no employees (2021: nil). Full information on Directors’ remuneration is disclosed in the
consolidated financial statements. Non-Executive Director remuneration costs of €0.9 million (2021: €1.0
million) have been borne by the Company. All other costs have been met by other subsidiaries of the Group.
4. Investments in Subsidiaries
2022
2021
€m €m
At 1 January
912.5
905.7
Share-based cost
9.6
6.8
At 31 December
922.1
912.5
Investments in subsidiary undertakings are recorded at cost, which was the fair value of the consideration paid.
No impairments have been recorded.
The grant by the Company of share-based awards over its equity instruments to the employees of subsidiary
undertakings in the Group is treated as a capital contribution. The fair value of employee services received in
the year of €9.6 million (2021: €6.8 million) measured by reference to the grant date fair value, is recognised
over the vesting period as an increase to investment in subsidiary undertakings, with a corresponding credit to
equity. Refer to Note 10 of the consolidated financial statements for more information.
The Company’s subsidiary undertakings, including its operating and non-operating subsidiaries, are as follows:
Ownership
interest
and voting
rights held
2022
Ownership
interest
and voting
rights held
2021
Address of registered office
Americas
TI Group Automotive
Systems LLC*
US 100 %
100 %
2020 Taylor Road, Auburn Hills, MI 48326
TI Automotive LLC*
US
100 %
100 %
2020 Taylor Road, Auburn Hills, MI 48326
Hanil USA LLC*
US
100 %
100 %
50 Hanil Drive, Tallassee, Alabama, 36078
Hutchings
International
Enterprises Inc.
(Dormant)
US 100 %
100 %
2020 Taylor Road, Auburn Hills, MI 48326
Omega Newco Sub
Inc.*
US 100 %
100 %
1209 Orange Street, City of Wilmington, New
Castle 19801
TI Automotive
Ligonier
Corporation*
US 100 %
100 %
925 North Main Street, Ligonier, IN 46767
TI Automotive
Canada Inc.*
Canada 100 %
100 %
316 Orenda Road, Bramalea, Ontario, Canada,
L6T 1G3
TI Group Automotive
Systems S de RL de
CV
Mexico 100 %
100 %
Mike Allen S/N, Parque Industrial Reynosa –
Seccion Norte, Reynosa, Tamaulipas, Mexico
88780
TI Automotive
Reynosa S de RL de
CV
Mexico 100 %
100 %
Mike Allen S/N, Parque Industrial Reynosa –
Seccion Norte, Reynosa, Tamaulipas, Mexico
88780
110
Ownership
interest
and voting
rights held
2022
Ownership
interest
and voting
rights held
2021
Address of registered office
TI-Hanil Mexico S de
RL de CV
Mexico 100 %
100 %
Mike Allen S/N, Parque Industrial Reynosa –
Seccion Norte, Reynosa, Tamaulipas, Mexico
88780
Fabricaciones
Electromecanicas SA
de CV (Dormant)
Mexico 100 %
100 %
Via Jose Lopez Portillo 8-A, Tultitlan, Estado de
Mexico, Mexico 54940
Marwal de Mexico
SA de CV
Mexico 100 %
100 %
Via Jose Lopez Portillo 8-A, Tultitlan, Estado de
Mexico, Mexico 54940
TI Brasil Industria e
Comercio Ltda
Brazil 100 %
100 %
Rodovia Presidente Dutra, Km 145,7 Sao Jose
dos Campos, SP-Brasil CEP 12220-611
Bundy Colombia SAS Colombia 100 %
100 %
Carrera 13A No 6-98 Parque Industrial
Montana, Mosquero, Cundinamarca, 34225
TI Automotive
Argentina SA
Argentina 100 %
100 %
Uruguay 4351, Victoria, San Fernando, Buenos
Aires, Argentina, B1644 HKO
Europe and Africa
Omega Acquisition
Bidco Ltd*
UK 100 %
100 %
4650 Kingsgate, Cascade Way, Oxford Business
Park South, Oxford OX4 2SU
TI Automotive
Korean Won Hedgco
Ltd*
UK 100 %
100 %
4650 Kingsgate, Cascade Way, Oxford Business
Park South, Oxford OX4 2SU
TI Automotive
Korean Won Hedgco
II Ltd*
UK 100 %
100 %
4650 Kingsgate, Cascade Way, Oxford Business
Park South, Oxford OX4 2SU
Omega Newco Sub I
Ltd (Dormant)**
UK 100 %
100 %
4650 Kingsgate, Cascade Way, Oxford Business
Park South, Oxford OX4 2SU
Omega Newco Sub II
Ltd (Dormant)**
UK 100 %
100 %
4650 Kingsgate, Cascade Way, Oxford Business
Park South, Oxford OX4 2SU
TIFS Holdings Ltd* UK 100 %
100 %
4650 Kingsgate, Cascade Way, Oxford Business
Park South, Oxford OX4 2SU
TI Automotive Ltd* UK 100 %
100 %
4650 Kingsgate, Cascade Way, Oxford Business
Park South, Oxford OX4 2SU
TI Automotive
Holdings Ltd*
UK 100 %
100 %
4650 Kingsgate, Cascade Way, Oxford Business
Park South, Oxford OX4 2SU
TI Automotive Euro
Holdings Ltd*
UK 100 %
100 %
4650 Kingsgate, Cascade Way, Oxford Business
Park South, Oxford OX4 2SU
TI Automotive USA
Holdings Ltd*
UK 100 %
100 %
4650 Kingsgate, Cascade Way, Oxford Business
Park South, Oxford OX4 2SU
TI Group Automotive
Systems Ltd*
UK 100 %
100 %
4650 Kingsgate, Cascade Way, Oxford Business
Park South, Oxford OX4 2SU
TI Group Automotive
Systems (Deeside)
Ltd*
UK 100 %
100 %
4650 Kingsgate, Cascade Way, Oxford Business
Park South, Oxford OX4 2SU
TI Group Automotive
Systems (UK) Ltd*
UK 100 %
100 %
4650 Kingsgate, Cascade Way, Oxford Business
Park South, Oxford OX4 2SU
TI Automotive
Canada Holdings
Ltd*
UK 100 %
100 %
4650 Kingsgate, Cascade Way, Oxford Business
Park South, Oxford OX4 2SU
TI Automotive
(China) Ltd*
UK 100 %
100 %
4650 Kingsgate, Cascade Way, Oxford Business
Park South, Oxford OX4 2SU
TI Automotive Czech
Holdings (UK) Ltd
UK 100 %
100 %
4650 Kingsgate, Cascade Way, Oxford Business
Park South, Oxford OX4 2SU
TI Automotive
German Holdings
(UK) Ltd*
UK 100 %
100 %
4650 Kingsgate, Cascade Way, Oxford Business
Park South, Oxford OX4 2SU
Hanil Tube Holdings
Ltd
UK 100 %
100 %
4650 Kingsgate, Cascade Way, Oxford Business
Park South, Oxford OX4 2SU
111
Ownership
interest
and voting
rights held
2022
Ownership
interest
and voting
rights held
2021
Address of registered office
TI Automotive
Finance plc*
UK 100 %
100 %
4650 Kingsgate, Cascade Way, Oxford Business
Park South, Oxford OX4 2SU
TI Automotive
Nominees Ltd
(Dormant)**
UK 0 %
100 %
4650 Kingsgate, Cascade Way, Oxford Business
Park South, Oxford OX4 2SU
TI Automotive
Pension Plan Trustee
Ltd (Dormant)**
UK 100 %
100 %
4650 Kingsgate, Cascade Way, Oxford Business
Park South, Oxford OX4 2SU
TI Group Automotive
Systems (Belgium)
SA*
Belgium 100 %
100 %
Rue Wérihet 61, B-4020 Wandre (Liège)
TI Automotive AC sro
Czech
Republic
100 %
100 %
Belgická 4727/17, Rýnovice, 466 05 Jablonec
nad Nisou
TI Group Automotive
Systems sro
Czech
Republic
100 %
100 %
Belgická 4727/17, Rýnovice, 466 05 Jablonec
nad Nisou
TI Automotive
France Holdings SAS
France 100 %
100 %
1, avenue Ampère, Zone Industrielle, 51000
Châlons-en Champagne, France
TI Automotive Fuel
Systems SAS
France 100 %
100 %
1, avenue Ampère, Zone Industrielle, 51000
Châlons-en Champagne, France
TI Group Automotive
Systems SAS
France 100 %
100 %
Z.I. Bld de l’industrie 37530 Nazelles-Negron,
France
TI Automotive
Holdings GmbH*
Germany 100 %
100 %
Dischingerstr. 11, 69123 Heidelberg
TI Automotive
(Ettlingen) GmbH*
Germany 100 %
100 %
Hertzstrasse 24-30, 76275 Ettlingen
TI Automotive
(Fuldabruck) GmbH*
Germany 100 %
100 %
Industriestrasse 3, 34277 Fuldabruck
TI Automotive
(Heidelberg) GmbH*
Germany 100 %
100 %
Dischingerstr. 11, 69123 Heidelberg
TI Automotive
Systems Germany
GmbH*
Germany 100 %
100 %
Dischingerstr. 11, 69123 Heidelberg
TI Automotive
Engineering Centre
(Heidelberg) GmbH*
Germany 100 %
100 %
Dischingerstr. 11, 69123 Heidelberg
TI Automotive
Technology Center
GmbH*
Germany 100 %
100 %
Lochfeldstraße 31, 76437 Rastatt
TI Automotive
(Hungary) Kft
Hungary 100 %
100 %
H-9027, Györ, Körtefa utca, 6.ép
TI Automotive Italia
Holdings Srl
Italy 100 %
100 %
Via Mosè Bianchi, 71-20149 Milano
TI Automotive
Cisliano Srl
Italy 100 %
100 %
Via Abbiategrasso, 20080 Cisliano (MI)
TI Automotive
Brindisi Srl
Italy 100 %
100 %
Via Pinan, 2-16012 Busalla (GE)
TI Group Automotive
Systems SpA
Italy 100 %
100 %
Via Pinan, 2-16012 Busalla (GE)
TI Poland sp.zo.o* Poland 100 %
100 %
Bestwin´ska 143 a, Bielsko-Biala, 43-346,
Poland
LLC TI Automotive Russia 100 %
100 %
Russian Federation 188643, Leningradskaya
region,
Vsevolozhsk, Vsevolozhskiy prospect, 113
112
Ownership
interest
and voting
rights held
2022
Ownership
interest
and voting
rights held
2021
Address of registered office
Hanil RUS LLC Russia 100 %
100 %
Russian Federation 188643, Leningradskaya
region,
Vsevolozhsk, Vsevolozhskiy prospect, 113
TI-Hanil Slovakia
s.r.o. (Liquidated)
Slovakia 0 %
100 %
Krásno nad Kysucou 2203, 023 02 Krásno nad
Kysucou, Slovakia
TI Automotive
Slovakia s.r.o
(Dormant)
Slovakia 100 %
100 %
Prilohy 46, Zavar, Slovakia, 91926
TI Automotive
proizvodnja
avtomobilskih delov,
d.o.o.
Slovenia 100 %
100 %
Belokranjska cesta 4, 8000 Novo mesto
TI Automotive
Morocco Sarl
Morocco
100 %
100 %
Zone Franche D’Exportation, Ilot 62, lot 2, PL1,
90090,
Tangier, Morocco
TI Automotive
Thermal Morocco
Sarl***
Morocco 0 %
100 %
Tangier Automotive City, Lot 111 -11bis, Tangier,
Morocco
TI Group Automotive
Systems (South
Africa) (Pty) Ltd
South
Africa
100 %
100 %
62 Palmgate Crescent, Southgate Business Park,
Umbogintwini, 4026, South Africa
TI Automotive Fuel
Systems (South
Africa) (Pty) Ltd
South
Africa
100 %
100 %
EW1 Building Zone 1A, Mdubu Road,
Sunnyridge, East London 5208, South Africa
TI Automotive
Pamplona SL
Spain 100 %
100 %
Polígono Industrial Comarca 1, calle E, s/n.
31195 Berrioplano (Navarra), Spain
TI Group Automotive
Systems SA
Spain 100 %
100 %
Carretera. San Adrián-La Roca, Km. 15,9, 08170
Montornés del Valles, Barcelona, Spain
TI Group Automotive
Systems Spain
Holdings S.L.
Spain 100 %
100 %
Carretera. San Adrián-La Roca, Km. 15,9, 08170
Montornés del Valles, Barcelona, Spain
TI Group Automotive
Systems AB
Sweden 100 %
100 %
PO Box 904, 531 19 Lidkoping, Sweden
TI Otomotiv Sanayi
ve Ticaret Ltd
Turkey 100 %
100 %
Nosab Sedir Cad. 203. Sok. No: 6 16140 Nilüfer
Bursa
Asia Pacific
Bundy Fluid Systems
Co Ltd
China 100 %
100 %
No. 57 Longhai Road ETDZ, Qinhuangdao City
Bundy Fluid Systems
(Chongqing) Co Ltd
China 100 %
100 %
Building C1, Zone C, Number 5 Workshop,
Standard Workshop Project Phase 1, Huachao
Industrial Park, Cuiyun Road, Northern New
District, Chongqing
Bundy Fluid Systems
(Shanghai) Co Ltd
China 100 %
100 %
34 Bundy Workshop, 409 Hua Jing Road,
Waigaoqiao FTZ, Shanghai
TI Automotive
(Tianjin) Co Ltd
China 100 %
100 %
No.6 Xiang‘an Road, TEDA Tianjin
TI Automotive
Systems
(Changchun) Co Ltd
China 100 %
100 %
2599 Zi Bo Rd., Economic Technological
Development Zone, Changchun
TI Automotive
Systems (Shanghai)
Co Ltd
China 100 %
100 %
Bld 1, Bld 2, No 100 Yin Long Road, Jiading
District, Shanghai
113
Ownership
interest
and voting
rights held
2022
Ownership
interest
and voting
rights held
2021
Address of registered office
TI Fluid Systems
(Chengdu) Ltd
China 100 %
100 %
No 1 Building, Aerospace Sega Science &
Technology Industrial Park, No 889 Wenbai
Avenue, Baihe Subdistrict, Economic &
Technological Development Zone (Longquanyi
District), Chengdu, Sichuan
Wuhan Bundy Fluid
Systems Co Ltd
China 100 %
100 %
Wuhan Economic & Technological
Development Zone
TI Automotive (Hong
Kong) Holdings Ltd
Hong
Kong
100 %
100 %
Suite 1B, 8/F., Sino Plaza, 255-257 Gloucester
Road, Causeway Bay, Hong Kong
Bundy India Ltd India 97 %
97 %
Plot 2 GIDC Industrial Estate, Makarpura,
Baroda, 390010, India
Hanil Tube India
Private Ltd
India 100 %
100 %
B-75, SIPCOT Industrial Area, Chennai 600-058,
Tamu Nadu
PT TI Automotive
Indonesia
Indonesia
100 %
100 %
Jl. Cempaka Raya km.37, Jatimulya, Bekasi,
Tambun Selatan, Jawa Barat
TI Automotive Japan
Ltd
Japan 100 %
100 %
3-29-1 Tsuruya-Cho, Kanagawa-ku, Yokohama-
city, Kanagawa Pref, Japan, 221-0835
Hanil Tube
Corporation
South
Korea
100 %
100 %
17, Wonjeon-ro, Seo-gu, Incheon, Korea 22744
TI Automotive Ltd
(Korea)
South
Korea
100 %
100 %
708, Baeksuk-Dong, Cheonan City, Chungnam,
330220
TI Automotive
(Thailand) Ltd
Thailand 100 %
100 %
700/652 Moo 1, Amata Nakorn Industrial
Estate,
Tambon PanThong, Amphur PhanThong,
Chonburi, Thailand, 20160
TI Automotive ROH
(Thailand) Ltd
Thailand 100 %
100 %
700/652 Moo 1, Amata Nakorn Industrial
Estate, Tambon PanThong, Amphur PhanThong,
Chonburi, Thailand, 20160
* Companies identified by an asterisk, together with certain other smaller subsidiaries, are guarantors to
the 2015 term loan agreements of TI Group Automotive Systems LLC.
** Companies that are dormant in the UK and are exempt from preparing individual financial statements by
virtue of section 394A of Companies Act 2006.
*** the Company merged with TI Automotive Morocco Sarl.
All companies above are incorporated and unless dormant, operate principally in the country indicated. All
companies operate in the global automotive component supply sector. Omega Acquisition Bidco Ltd is the only
immediate subsidiary of the Company.
5. Loans Due from Related Parties
2022
2021
€m
€m
Loans due from related parties
1.3
16.3
Loans due from a related party at 31 December 2022 comprised one amount drawn against a Euro-
denominated intercompany facility agreement from a subsidiary undertaking totalling €1.3 million (2021: €16.3
million). The loan is repayable in full on demand and bore interest at a fixed rate of 4.14% (2021: loans bearing
interest at rates from 3.73% to 4.14%) according to the agreed facility.
114
6. Trade and Other Receivables
2022
2021
€m
€m
Other receivables
0.2
0.3
The Company has paid directly certain PAYE obligations of the CEO and CFO, which are recoverable in full.
Details are disclosed in the Remuneration Report. See page [xx].
7. Issued Share Capital
Authorised, issued and fully paid-
up
Number of
shares
Nominal
value of
each
share
Ordinary
shares
Ordinary
shares
Share
premium
Total
£m
€m
€m
€m
At 31 December 2021
520,269,141
£0.01
5.2
6.8
2.2
9.0
At 31 December 2022
520,269,141
£0.01
5.2
6.8
2.2
9.0
The Company holds shares in the TI Fluid Systems Employee Benefit Trust ('EBT') for the purpose of satisfying
awards made to employees under the TI Fluid Systems plc Long Term Incentive Plan and Deferred Bonus Plan.
Such shares are shown as a deduction to equity in the Statement of Changes in Equity and are not treated as
outstanding for the purposes of calculating earnings per share.
The movements in ordinary shares held by the EBT in the current and prior year were as follows:
Number of
shares
€m
At 1 January 2021
1,499,907
3.3
Release to satisfy Deferred Bonus Plan
(333,427)
(0.7)
Release to satisfy vested conditional share awards
(197,603)
(0.4)
Market purchase
2,962,296
8.3
At 31 December 2021
3,931,173
10.5
Release to satisfy vested conditional share awards
(462,291)
(1.0)
Market purchase
4,209,646
11.4
At 31 December 2022
7,678,528
20.9
The Company is a public limited company which is incorporated and domiciled in England and Wales, with
registered number 09402231.
8. Trade and Other Payables
2022
2021
€m
€m
Trade payables
1.0
—
Other payables
1.1
0.4
Accrued expenses
0.3
0.5
Total trade and other payables
2.4
0.9
115
9. Loans Due to Related Parties
2022
2021
€m
€m
Loans due to related parties
22.2
39.8
Loans due to related parties at 31 December 2022 included €nil drawn against Euro-denominated
intercompany facility agreements from subsidiary undertakings (2021: €24.1 million). In the prior year the
loans were repayable in full on demand and therefore have been classified as currently payable. They bore
interest at six-month EURIBOR plus a margin between 2.75% and 4.25%.
Additionally, at the year end, a subsidiary undertaking of the Company had loaned funds of €22.2 million to the
Company's Employee Benefit Trust (EBT) (2020: €15.7 million), which is consolidated in accordance with Note
1.2 of the consolidated financial statements.
10. Contingent Liabilities
The following UK subsidiary undertakings are exempt from the requirements of the UK Companies Act 2006,
relating to the audit of individual accounts by virtue of section 479A of the Act.
Name
Company Number
Omega Acquisition Bidco Ltd
9402426
TI Automotive Korean Won Hedgeco Ltd
9855008
TI Automotive Korean Won Hedgeco II Ltd
5633329
TIFS Holdings Limited
7060030
TI Automotive Ltd
4097913
TI Automotive Euro Holdings Ltd
5265489
TI Automotive USA Holdings Limited
5265459
TI Group Automotive Systems Ltd
581742
TI Group Automotive Systems (Deeside) Ltd
3061637
TI Automotive Holdings Ltd
4174232
TI Automotive Czech Holdings (UK) Ltd
6241709
TI Automotive German Holdings (UK) Limited
6243326
TI Group Automotive Systems (UK) Ltd
784687
TI Automotive (China) Ltd
4081361
Hanil Tube Holdings Ltd
6258095
TI Automotive Canada Holdings Ltd
5546464
Omega Newco Sub I Limited
9402268
Omega Newco Sub II limited
9402316
TI Automotive Nominees Ltd
4234035
TI Automotive Pension Plan Trustee Ltd
4310096
TI Fluid Systems plc will guarantee all outstanding liabilities that these subsidiaries are subject to as at the
financial year ended 31 December 2022 in accordance with section 479C of the UK Companies Act 2006, as
amended by the Companies and Limited Liability Partnerships (Accounts and Audit Exemptions and Change of
116
Accounting Framework) Regulations 2012. In addition, TI Fluid Systems plc will guarantee any contingent and
prospective liabilities that these subsidiaries are subject to.
11. Events After the Balance Sheet Date
There have been no events after the balance sheet date which require disclosure, or adjustment, to the
Company's year end financial position.
117
Group Financial Record
Consolidated Income Statement
For the years ended 31 December
Unaudited
2022
2021
2020
2019
2018
€m
€m
€m
€m
€m
Revenue
3,268.3
2,956.6
2,814.5
3,411.1
3,472.8
Cost of sales
(2,938.0)
(2,626.8)
(2,493.1)
(2,922.7)
(2,938.2)
Exceptional items
(100.3)
—
(120.4)
—
—
Gross profit
230.0
329.8
201.0
488.4
534.6
Distribution costs
(112.1)
(93.9)
(83.7)
(95.0)
(102.4)
Administrative expenses before exceptional items
(119.0)
(105.8)
(145.1)
(141.7)
(164.5)
Exceptional items
(217.1)
—
(184.2)
—
—
Administrative expenses after exceptional items
(336.1)
(105.8)
(329.3)
(141.7)
(164.5)
Other income
1.9
3.6
8.5
6.7
12.2
Net foreign exchange (losses)/gains
(0.7)
(6.9)
27.2
0.5
1.2
Operating profit/(loss)
(217.0)
126.8
(176.3)
258.9
281.1
Finance income
5.7
3.1
3.5
15.0
14.3
Finance expense before exceptional items
(64.4)
(63.1)
(77.5)
(72.5)
(67.0)
Exceptional items
—
(11.8)
—
—
(11.8)
Finance expense after exceptional items
(64.4)
(74.9)
(77.5)
(72.5)
(78.8)
Net finance expense after exceptional items
(58.7)
(71.8)
(74.0)
(57.5)
(64.5)
Share of (loss)/profit of associates
—
(0.9)
(3.5)
0.3
0.5
Profit/(loss) before income tax
(275.7)
54.1
(253.8)
201.7
217.1
Income tax expense before exceptional items
(23.4)
(40.9)
(28.1)
(57.1)
(77.0)
Exceptional items
20.1
2.8
29.7
—
—
Income tax (expense)/credit after exceptional items
(3.3)
(38.1)
1.6
(57.1)
(77.0)
Profit/(loss) for the year
(279.0)
16.0
(252.2)
144.6
140.1
Profit/(loss) for the year attributable to:
Owners of the Parent Company
(279.1)
14.3
(254.1)
141.6
137.8
Non-controlling interests
0.1
1.7
1.9
3.0
2.3
(279.0)
16.0
(252.2)
144.6
140.1
118
Consolidated Balance Sheet
At 31 December
Unaudited
2022
2021
2020
2019
2018
€m
€m
€m
€m
€m
Non-current assets
Intangible assets
603.9
884.8
883.8
1,182.2
1,229.8
Right-of-use assets
105.3
125.2
124.9
161.4
—
Property, plant and equipment
531.4
595.4
590.8
715.0
706.5
Investments in associates
—
—
14.6
19.2
19.6
Derivative financial instruments
—
—
—
—
5.4
Deferred income tax assets
105.2
70.5
62.4
25.1
34.9
Trade and other receivables
20.6
19.2
18.9
21.6
14.8
1,366.4
1,695.1
1,695.4
2,124.5
2,011.0
Current assets
Inventories
372.0
332.3
351.4
367.1
352.8
Trade and other receivables
542.0
520.5
534.8
574.5
578.3
Current income tax assets
7.9
11.4
13.7
13.7
4.4
Derivative financial instruments
2.8
0.9
0.4
18.4
8.5
Financial assets at fair value through profit and loss
—
0.9
0.9
0.9
1.2
Cash and cash equivalents
491.0
499.1
485.8
411.7
360.1
1,415.7
1,365.1
1,387.0
1,386.3
1,305.3
Total assets
2,782.1
3,060.2
3,082.4
3,510.8
3,316.3
Equity
Share capital
6.8
6.8
6.8
6.8
6.8
Share premium
2.2
2.2
2.2
2.2
1.4
Other reserves
(55.4)
(61.4)
(137.7)
(106.1)
(126.3)
Retained earnings
722.6
995.9
987.7
1,261.7
1,175.7
Equity attributable to owners of the Parent Company
676.2
943.5
859.0
1,164.6
1,057.6
Non-controlling interests
0.5
0.4
25.2
24.5
22.5
Total equity
676.7
943.9
884.2
1,189.1
1,080.1
Non-current liabilities
Trade and other payables
12.8
14.6
20.0
12.3
17.1
Borrowings
1,114.0
1,098.5
1,069.3
1,148.5
1,179.3
Lease liabilities
117.8
119.8
122.4
138.0
—
Derivative financial instruments
—
—
—
—
45.3
Deferred income tax liabilities
80.7
95.8
104.3
128.5
141.6
Retirement benefit obligations
104.2
128.1
160.7
153.7
148.2
Provisions
2.6
2.6
4.9
5.0
4.9
1,432.1
1,459.4
1,481.6
1,586.0
1,536.4
Current liabilities
Trade and other payables
584.8
546.1
614.1
611.2
608.4
Current income tax liabilities
44.5
49.9
40.7
48.7
60.2
Borrowings
1.9
1.8
7.4
2.4
4.4
Lease liabilities
27.8
30.1
28.6
28.7
—
Derivative financial instruments
0.2
0.3
0.2
25.4
2.8
Provisions
14.0
28.7
25.6
19.3
24.0
673.2
656.9
716.6
735.7
699.8
Total liabilities
2,105.3
2,116.3
2,198.2
2,321.7
2,236.2
Total equity and liabilities
2,782.0
3,060.2
3,082.4
3,510.8
3,316.3
The consolidated financial record presents the financial results for those businesses that were part of the
Group for the years ended 31 December 2018 to 31 December 2022 inclusive.