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TACONIC International LIMITED

Mullingar/Irland

Directors' report and consolidated financial statements Year ended 31 December 2022

Registered number: 50505

Directors' report and consolidated financial statements

Contents

Directors and other information

Directors' report

Statement of directors' responsibilities in respect of the directors' report and the financial statements

Independent auditor's report to the members of Taconic International Limited and Subsidiary

Consolidated profit and loss account

Consolidated statement of other comprehensive income

Consolidated balance sheet

Company balance sheet

Consolidated statement of changes in equity

Company statement of changes in equity

Consolidated cash flow statement

Notes forming part of the consolidated financial statements

Directors and other information

Directors	S. Goodermote (American)
	A. Russell (American)
	N. Malone
	J. Macy (American)
Secretary	N. Malone
Registered office	Forest Park
	Mullingar Business Park
	Mullingar
	Co Westmeath
	Ireland
Auditor	KPMG
	Chartered Accountants
	1 Stokes Place
	St. Stephen's Green
	Dublin 2
Principal bankers	Bank of Ireland
	Dominick Street
	Mullingar
	Co Westmeath
	Bank of Ireland
	Lower Baggot Street
	Dublin 2
	Volksbank Rhe in-Erft-Koln e G
	Brabanter Platz
	50354
	Hurth
	Germany
Solicitors	Hayes Solicitors
	Lavery House
	Earlsfort Terrace
	Dublin 2

Directors' report

The directors present their report and the audited consolidated financial statements of Taconic International Limited ("the Company") and its subsidiary (together "the Group") for the year ended 31 December 2022.

Principal activities, business review and future developments

The principal activities of the Group continue to be the manufacture and sale of PTFE and silicone coated glass fabric, tapes, and belts for a range of high-performance applications. The Group's R&D and engineering team continues to explore new uses for existing products, development of new products, and helping customers solve problems.

Risks and uncertainties

The directors consider that the principal risks and uncertainties faced by the Group are in the following categories:

Economic risk

The risk of increased interest rates and/or inflation having an adverse impact on served markets.

The risk of increases in infrastructural costs impacting adversely on the competitiveness of the Group and its principal customers.

The risk of adverse exchange movements.

The risk of lower economic growth rates and the related impact on consumer demand.

These risks are managed by innovative product sourcing, hedging strategies and strict cost controls.

Competition risk

The directors of the Group manage competition risk through close attention to customer service levels and product innovation.

Financial risk

Each of the companies within the Group has budgetary and financial reporting procedures, supported by appropriate key performance indicators, to manage credit, liquidity and other financial risk.

Results and dividends

As set out on page 8, the Group made a profit for the financial year of €3,164,864 (2021: €2,680,009). During the year, the Group paid dividends totalling €2,000,000 (2021: €Nil) to its parent undertaking, Tonoga Inc.

Political contributions

The Group and Company made no political contributions during the year (2021: €Nil), that require disclosure under the Electoral Act, 1997.

Environmental report

The Company has the following three licences, all relating to environment:

1.	Licence Number L1102-04. Radiation Licence issued by the EPA.
2.	Licence Number IW-DTS-688704-01. Sewer Discharge Licence issued by Irish Water.
3.	Licence Number ENV/AE/2017-01. Atmospheric Discharge Licence issued by Westmeath County Council.

Accounting records

The directors believe that they have complied with the requirements of Sections 281 to 285 of the Companies Act 2014 with regard to maintaining adequate accounting records by employing personnel with appropriate expertise and by providing adequate resources to the financial function. The accounting records of the Company are maintained at Forest Park, Mullingar Business Park, Mullingar, Co.

Westmeath, Ireland.

Directors and secretary

The names of the persons who were directors at any time during the year ended 31 December 2022 are set out below. Unless indicated otherwise they served as directors for the entire year:

S. Goodermote (American)

A. Russell (American)

N. Malone

J. Macy (American)

N. Malone acted as Company Secretary for the entire year.

The Constitution does not require the directors to retire by rotation.

Directors' and secretary's interests

Mr. A. Russell held 22,286 (2021: 22,286) $0.01 ordinary shares in the ultimate parent company, Tonoga Inc.

None of the other directors or secretary who held office at 31 December 2022 had any interests in the shares, debentures or loan stock of the Company or group companies.

Relevant audit information

The directors believe that they have taken all necessary steps to make themselves aware of any relevant audit information and have established that the Group's statutory auditor is aware of that information. In so far as they are aware, there is no relevant audit information of which the Group's statutory auditor is unaware.

Subsequent events

There were no significant events impacting these financial statements between 31 December 2022 and the date of approval of these financial statements.

Director's Compliance Statement

The directors acknowledge that they are responsible for securing compliance by the Company with its relevant obligations. The directors confirm:

1.	a compliance policy statement setting out the Company's policies that, in our opinion, are appropriate to the Company, respecting compliance by the Company with its relevant obligations has been drawn up;
2.	appropriate arrangements or structures that are designed to secure material compliance with the Company's relevant obligations, have been put in place; and
3.	a review of the arrangements and structures referred to at 2. above has been conducted during the financial year ended 31 December 2022.

Auditor

In accordance with Section 383(2) of the Companies Act 2014 the auditor, KPMG, Chartered Accountants, will continue in office.

On behalf of the board

26 September 2023

J. Macy, Director

S. Goodermote, Director

Statement of directors' responsibilities in respect of the directors' report and the financial statements

The directors are responsible for preparing 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 they have elected to prepare the financial statements in accordance with FRS 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 assets, liabilities and financial position of the Company and of its profit or loss for that year.

In preparing the financial statements' the directors are required to:

―	select suitable accounting policies and then apply them consistently;
―	make judgements and estimates that are reasonable and prudent;
―	state whether applicable Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
―	assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
―	use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

The directors are responsible for keeping adequate accounting records which disclose with reasonable accuracy at any time the assets, liabilities, financial position and profit or loss of the Company and enable them to ensure that the financial statements comply with the Companies Act 2014. They are responsible for such internal controls as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities. The directors are also responsible for preparing a directors' report that complies with the requirements of the Companies Act 2014.

On behalf of the board

26 September 2023

J. Macy

Sharon Goodermote

Independent auditor's report to the members of Taconic International Limited and Subsidiary

Report on the audit of the financial statements

Opinion

We have audited the financial statements of Taconic International Limited and Subsidiary ('the Company') for the year ended December 31, 2022 set out on pages 9 to 15, which comprise the consolidated statement of profit or loss, the consolidated statement of other comprehensive income, the consolidated balance sheet, the company balance sheet, the consolidated statement of changes in equity, the company statement of changes in equity and the consolidated cash flow statement and related notes, including the summary of significant accounting policies set out in note 1.

The financial reporting framework that has been applied in their preparation is Irish Law and FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland issued in the United Kingdom by the Financial Reporting Council.

In our opinion:

―	the financial statements give a true and fair view of the assets, liabilities and financial position of the Company as at December 31,2022 and of its profit for the year then ended;
―	the financial statements have been properly prepared in accordance with FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland; and
―	the financial statements have been properly prepared in accordance with the requirements of the Companies Act 2014.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (Ireland) (ISAs (Ireland)) 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 ethical requirements that are relevant to our audit of financial statements in Ireland, including the Ethical Standard issued by the Irish Auditing and Accounting Supervisory Authority (IAASA), 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 the date 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 presented in the Annual Report together with the financial statements. The other information comprises the information included in the directors' report. The financial statements and our auditor's report thereon do not comprise part of the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work we have not identified material misstatements in the other information.

Based solely on our work on the other information undertaken during the course of the audit, we report that:

―	we have not identified material misstatements in the directors' report;
―	in our opinion, the information given in the directors' report is consistent with the financial statements; and
―	in our opinion, the directors' report has been prepared in accordance with the Companies Act 2014.

Our opinions on other matters prescribed by the Companies Act 2014 are unmodified

We have obtained all the information and explanations which we consider necessary for the purposes of our audit.

In our opinion the accounting records of the Company were sufficient to permit the financial statements to be readily and properly audited and the financial statements are in agreement with the accounting records.

Matters on which we are required to report by exception

The Companies Act 2014 requires us to report to you if, in our opinion, the disclosures of directors' remuneration and transactions required by Sections 305 to 312 of the Act are not made. We have nothing to report in this regard.

Respective responsibilities and restrictions on use

Responsibilities of directors for the financial statements

As explained more fully in the directors' responsibilities statement set out on page 5, the directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; 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 they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

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 (Ireland) 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.

A fuller description of our responsibilities is provided on IAASA's website at https://iaasa.ie/publications/description-of-the-auditors-responsibilities-for-the-audit-of-the-financial-statements/.

The purpose of our audit work and to whom we owe our responsibilities

Our report is made solely to the Company's members, as a body, in accordance with Section 391 of the Companies Act 2014. 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.

27 September 2023

Sarah-Jayne Naughton

for and on behalf of KPMG

Chartered Accountants, Statutory Audit Firm

1 Stokes Place

St. Stephen's Green

Dublin 2

D02 DE03

Consolidated profit and loss account for the year ended 31 December 2022

	Note	2022	2021
		€	€
Turnover - continuing operations	2	28,508,448	26,160,782
Cost of sales		(20,371,583)	(18,599,613)
Gross profit		8,136,865	7,561,169
Administration expenses		(1,873,962)	(1,717,097)
Distribution expenses		(2,835,410)	(2,636,918)
Other operating income		268,933	226,621
Profit on sale of fixed assets		12,965	14,870
Operating profit - continuing operations		3,709,391	3,448,645
Interest receivable and similar income	3	4,423	203
Interest payable and similar charges	4	(15,755)	(50,583)
Profit on ordinary activities before taxation	5	3,698,059	3,398,265
Tax on profit on ordinary activities	7	(533,195)	(718,256)
Profit for the financial year		3,164,864	2,680,009

Consolidated statement of other comprehensive income for the year ended 31 December 2022

	2022	2021
	€	€
Profit for the financial year	3,164,864	2,680,009
Other comprehensive income
Exchange differences on retranslation of overseas branch	(62,810)	59,504
Other comprehensive (expense)/income for the year	(62,810)	59,504
Total comprehensive income for the year	3,102,054	2,739,513

Consolidated balance sheet as at 31 December 2022

	Note	2022	2021
		€	€
Fixed assets
Tangible assets	8	1,418,885	1,406,661
Current assets
Stocks	10	6,417,584	4,064,958
Debtors	11	5,530,117	4,099,859
Cash at bank and in hand	12	4,559,258	7,280,614
		16,506,959	15,445,431
Creditors: amounts falling due within one year	13	(3,191,507)	(3,224,309)
Net current assets		13,315,452	12,221,122
Total assets less current liabilities		14,734,337	13,627,783
Deferred tax liability	14	(8,142)	(3,642)
Net assets		14,726,195	13,624,141
Capital and reserves
Called up share capital	15	146,050	146,050
Profit and loss account		14,580,145	13,478,091
Shareholder's funds		14,726,195	13,624,141

On behalf of the board

J. Macy, Director

S. Goodermote, Director

Company balance sheet as at 31 December 2022

	Note	2022	2022	2021	2021
		€	€	€	€
Fixed assets
Tangible assets	8		1,379,296		1.354.356
Financial assets	9		568,292		568,292
	-		1,947,588		1,922,648
Current assets
Stocks	10	6,383,391		4,045,719
Debtors	11	5,198,432		3,645,532
Cash at bank and in hand	12	4,459,604		7,131,368
		16,041,427		14,822,619
Creditors: amounts falling due within one year	13	(2,968,817)		(2,765,355)
Net current assets			13,072,610		12,057,264
Total assets less current liabilities			15,020,198		13,979,912
Deferred tax liability	14		(8,142)		(3,642)
Net assets			15,012,056		13,976,270
Capital and reserves			-
Called up share capital	15		146,050		146.050
Profit and loss account			14,866,006		13,830,220
Shareholder's funds			15,012,056		13,976,270

On behalf of the board

J. Macy, Director

S. Goodermote, Director

Consolidated statement of changes in equity for the year ended 31 December 2022

	Called up share capital	Capital Contribution	Profit and loss account	Total equity
	€	€	€	€
Balance at 1 January 2021	146,050	414,670	10,323,908	10,884,628
Comprehensive income
Profit for year	-	-	2,680,009	2,680,009
Other comprehensive income	-	-	59,504	59,504
Total comprehensive income for the year	-	-	2,739,513	2,739,513
Transactions with shareholders
Dividends	-	-	-	-
Balance at 31 December 2021	146,050	414,670	13,063,421	13,624,141
Balance at 1 January 2022	146,050	414,670	13,063,421	13,624,141
Comprehensive income
Profit for year	-	-	3,164,864	3,164,864
Other comprehensive income	-	-	(62,810)	(62,810)
			3,102,054	3,102,054
Total comprehensive income for the year	-	-
Transactions with shareholders	-	-	(2,000,000)	(2,000,000)
Dividends
Balance at 31 December 2022	146,050	414,670	14,165,475	14,726,195

Company statement of changes in equity for the year ended 31 December 2022

	Called up share capital	Profit and loss account	Total equity
	€	€	€
Balance at 1 January 2021	146,050	11,245,382	11,391,432
Comprehensive income
Profit for year	-	2,525,334	2,525,334
Other comprehensive income	-	59,504	59,504
Total comprehensive income for the year	-	2,584,838	2,584,838
Transactions with shareholders
Dividends	-	-	-
Balance at 31 December 2021	146,050	13,830,220	13,976,270
Balance at 1 January 2022	146,050	13,830,220	13,976,270
Comprehensive income
Profit for year	-	3,098,599	3,098,599
Other comprehensive income	-	(62,813)	(62,813)
Total comprehensive income for the year	-	3,035,786	3,035,786
Transactions with shareholders		(2,000,000)	(2,000,000)
Dividends
Balance at 31 December 2022	146,050	14,866,006	15,012,056

Consolidated cash flow statement for the year ended 31 December 2022

	2022	2021
	€	€
Cash flows from operating activities
Profit for the year	3,164,864	2,680,009
Adjustments for:
Depreciation	250,033	253,001
Interest receivable and similar income	(4,423)	(203)
Interest payable and similar charges	15,755	50,583
Profit on sale of tangible fixed assets	(12,965)	(14,870)
Taxation	533,195	718,256
Foreign exchange (gains)	(9,773)	(48,549)
	3,936,686	3,638,227
(Increase) in trade and other debtors	(1,365,320)	(1,405,823)
(Increase)/Decrease in stocks	(2,352,626)	106,092
Increase in trade and other creditors	335,850	704,374
	554,590	3,042,870
Tax (paid)	(1,013,569)	(291,110)
Net cash from operating activities	(458,979)	2,751,760
Cash flows from investing activities
Acquisition of tangible fixed assets	(263,950)	(343,416)
Disposal of tangible fixed assets	12,906	15,782
Net cash used in investing activities	(251,045)	(327,634)
Cash flows from financing activities
Interest received	4,423	203
Interest payable	(15,755)	(50,583)
Dividends paid	(2,000,000)	-
Net cash used in financing activities	(2,011,332)	(50,380)
Net (decrease)/increase in cash and cash equivalents	(2,721,356)	2,373,746
Cash and cash equivalents at start of year	7,280,614	4,906,868
Cash and cash equivalents at end of year	4,559,258	7,280,614

Notes forming part of the consolidated financial statements

1 Accounting policies

1.1 Basis of preparation

Taconic International Limited ("the Company") is a private company incorporated, domiciled and registered in Ireland. The registered number of the Company is 50505 and the address of its registered office is Forest Park, Mullingar Business Park, Mullingar, Co. Westmeath, Ireland.

These financial statements were prepared in accordance with Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland ("FRS 102") and the Companies Act 2014. There have been no material departures from the Standards. The presentation currency of these financial statements is euro.

The holding undertaking is included in the consolidated financial statements and is considered to be a qualifying entity under FRS 102 paragraphs 1.8 to 1.12. The following exemptions available under FRS 102 in respect of certain disclosures for the holding undertaking financial statements have been applied:

•	No separate holding undertaking cash flow statement with related notes is included;
•	Key management personnel compensation has not been included a second time.

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements.

Judgements made by the directors, in the application of these accounting policies that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed in note 21.

1.2 Measurement convention

The financial statements are prepared on the historical cost basis.

1.3 Basis of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiary undertakings made up to 31 December 2022. A subsidiary is an entity that is controlled by the holding undertaking. The results of subsidiary undertakings are included in the consolidated profit and loss account from the date that control commences until the date that control ceases. Control is established when the Company has the power to govern the operating and financial policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable.

1.4 Foreign currency

Transactions in foreign currencies are translated to the Group's functional currency at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are retranslated to the functional currency at foreign exchange rates ruling at the dates the fair value was determined. Foreign exchange differences arising on translation are recognised in the profit and loss account.

1.5 Basic financial instruments

Trade and other debtors/creditors

Trade and other debtors are recognised initially at transaction price plus attributable transaction costs. Trade and other creditors are recognised initially at transaction price less attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose only of the cash flow statement.

1.6 Tangible fixed assets and depreciation

Tangible fixed assets are stated at cost, less accumulated depreciation. No depreciation is provided on freehold land. The charge for depreciation is calculated to write down cost or valuation of other tangible fixed assets to their estimated residual values by equal annual instalments over their expected useful lives which are as follows:

Buildings	10 - 50 years
Motor vehicles	5 years
Office equipment, plant and machinery	3 - 15 years

Leases in which the Group assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance leases. All other leases are classified as operating leases. The present value of the minimum lease payments is calculated using the interest rate implicit in the lease. Lease payments are accounted for as described at 1.11 below.

1.7 Financial fixed assets

Investments in subsidiary undertakings

Shares in subsidiary undertakings are stated at cost less provision for any impairment in value.

1.8 Stocks

Stocks are stated at the lower of cost and estimated selling price less cost to complete and sell. Cost is based on the first-in first-out principle and includes expenditure incurred in acquiring the stocks, production or conversion costs and other costs in bringing them to their existing location and condition. In the case of manufactured stocks and work in progress, cost includes an appropriate share of overheads based on normal operating capacity.

1.9 Employee benefits

Defined contribution plans and other long term employee benefits

A defined contribution plan is a post-employment benefit plan under which the Group pays fixed contributions into a separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the profit and loss account in the periods during which services are rendered by employees.

1.10 Turnover

Turnover represents amounts receivable for goods and services provided in the normal course of business, net of rebates, trade discounts and value added tax.

1.11 Expenses

Operating lease

Payments (excluding costs for services and insurance) made under operating leases are recognised in the profit and loss account on a straight-line basis over the term of the lease. Lease incentives received are recognised in profit and loss over the term of the lease as an integral part of the total lease expense.

1.12 Taxation

Current tax, including Irish corporation tax and foreign tax, is provided on the Group's taxable profits, at amounts expected to be paid using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. Provision is made at the rates expected to apply when the timing differences reverse. Timing differences are differences between the Group's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in taxable profits in periods different from those in which they are recognised in the financial statements.

A net deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

1.13 Going concern

The financial statements have been prepared on a going concern basis. This assumes that the Group will have adequate resources to continue in operational existence for the foreseeable future from the date of approval of these financial statements.

2 Turnover

The directors are of the opinion that the disclosure of class of business and geographical market of turnover would be seriously prejudicial to the interests of the Group and the Company and has not been disclosed.

3 Interest receivable and similar income

	2022	2021
	€	€
Interest receivable	4,423	203
	4,423	203

4 Interest payable and similar expenses

	2022	2021
	€	€
Interest payable	15,755	50,583
	15,755	50,583

5 Profit on ordinary activities before taxation

The profit on ordinary activities before taxation is stated after charging/(crediting):

	2022	2021
	€	€
Auditor's remuneration:
for audit services	63,000	55,000
for non-audit service	55,074	55,791
Depreciation of owned tangible fixed assets	250,033	253,001
Directors' remuneration	8,900	8,900
Foreign exchange (gain)/loss	11,962	(48,549)
Profit on disposal of fixed assets	(12,965)	(14,870)

6 Staff numbers and costs

The average number of persons employed by the Group (including executive directors) during the year, analysed by category, was as follows:

	2022	2021
Administration	26	25
Sales	22	20
Production	68	62
	116	107

The aggregate payroll costs of these persons were as follows:

	2022	2021
	€	€
Wages and salaries	5,485,317	5,147,891
Social welfare costs	792,356	736,739
Retirement benefits	285,317	276,278
	6,562,990	6,160,908

7 Tax on profit on ordinary activities

	2022	2021
	€	€
(a) Analysis of charge in year
Current tax
Corporation tax on profit for the year	625,456	719,290
Prior year under provision	(96,761)	6,344
	528,695	725,634
Deferred tax
Origination and reversal of timing differences (note 14)	5,225	5,273
Prior year (over)/under provision	(725)	(12,651)
Tax on profit on ordinary activities	533,195	718,256

(b) Factors affecting tax charge in the year

The tax assessed for the year differs from the standard rate of corporation tax in the Republic of Ireland.

The differences are explained below:

	2022	2021
	€	€
Profit on ordinary activities before tax	3,698,059	3,398,265
Profit on ordinary activities multiplied by the standard rate of tax of 12.5%	479,247	424,783
Effects of:
Expenses not deductible for tax purposes	1	58,578
Permanent differences	206	928
Other timing differences	200	293
Higher tax rate on passive income	8,023	7,173
Foreign tax available as a deduction	(20,429)	(33,258)
Effect of foreign tax rate	163,433	266,066
Non-taxable expenditure/(income)	-	-
Adjustments in respect of prior periods	(97,486)	(6,307)
Current tax charge for year	533,195	718,256

8 Tangible fixed assets

	Land and buildings	Plant and machinery	Motor vehicles	Total
	€	€	€	€
Group
Cost
At 31 December 2021	2,756,339	5,814,301	215,195	8,785,835
Additions	2,463	209,656	51,831	263,950
Disposals	-	(96,084)	(37,874)	(133,958)
Foreign exchange	(5,381)	(8,035)	(1,181)	(14,597)
At 31 December 2022	2,753,421	5,919,839	227,971	8,901,231
Depreciation
At 31 December 2021	2,011,684	5,261,695	105,795	7,379,174
Charge for year	34,435	181,329	34,269	250,033
Eliminated on disposals	-	(95,910)	(37,874)	(133,784)
Foreign exchange	(5,391)	3,595	(11,284)	(13,080)
At 31 December 2022	2,040,728	5,350,709	90,908	7,482,345
Net book value
At 31 December 2022	712,693	569,130	137,063	1,418,886
At 31 December 2021	744,655	552,606	109,400	1,406,661

The depreciable element of land and buildings in the Group, namely buildings, amounts to €2,721,145(2021: €2,724,064).

Company	Land and buildings	Plant and machinery	Motor vehicles	Total
	€	€	€	€
Cost
At 31 December 2021	2,756,339	5,749,200	161,086	8,666,625
Additions	2,463	207,525	51,831	261,819
Disposals	-	(95,183)	(37,874)	(133,057)
Foreign exchange	(5,381)	(8,035)	(1,181)	(14,597)
At 31 December 2022	2,753,421	5,853,507	173,862	8,780,790
Depreciation
At 31 December 2021	2,011,684	5,221,735	78,850	7,312,269
Charge for year	34,435	177,306	23,445	235,186
Eliminated on disposals	-	(95,009)	(37,874)	(132,883)
Foreign exchange	(5,391)	(7,200)	(487)	(13,078)
At 31 December 2022	2,040,728	5,296,832	63,934	7,401,494
Net book value
At 31 December 2022	712,693	556,675	109,928	1,379,296
At 31 December 2021	744,655	527,465	82,236	1,354,356

The depreciable element of land and buildings in the Company, namely buildings, amounts to € 2,721,145 (2021: €2,724,064).

9 Financial fixed assets

Company	Shares in subsidiary undertakings
	€
Cost
At 1 January 2022	568,292
Additions in the year	-
At 31 December 2022	568,292
Provisions
At 1 January 2022	-
Impairment losses	-
At 31 December 2022	-
Net book value
At 31 December 2022	568,292
At 31 December 2021	568,292

Subsidiary undertaking name	Principal activity
Taconic France Sarl (100 % owned)	Distribution

Taconic France Sarl is incorporated and operates principally in France. Its registered office is at Talloires, Z.A. de Boucheroz, 74210, Doussard, France. The Company's interest consists of 100 % of the ordinary share capital. In the opinion of the directors the shares in the Company's subsidiary are worth at least the amounts at which they are stated in the balance sheet.

In 2020 Taconic International Limited made a capital contribution of €414,670 to its subsidiary Taconic France Sarl.

10 Stocks

	Group		Company
	2022	2021	2022	2021
	€	€	€	€
Raw materials	2,521,268	1,663,879	2,521,268	1,663,879
Finished goods	3,896,316	2,401,079	3,862,123	2,381,840
	6,417,584	4,064,958	6,383,391	4,045,719

There is no material difference between the replacement cost of stock and the balance sheet amount.

11 Debtors: amounts falling due within one year

	Group		Company
	2022	2021	2022	2021
	€	€	€	€
Trade debtors	3,642,071	3,060,259	3,200,772	2,491,073
Other debtors and prepayments	311,487	251,678	308,093	240,277
Corporation tax receivable	64,937	-	33,369	-
Amounts owed by group companies (note 18)	1,511,622	787,922	1,656,198	914,182
	5,530,117	4,099,859	5,198,432	3,645,532

12 Cash and cash equivalents

	Group		Company
	2022	2021	2022	2021
	€	€	€	€
Cash at bank and in hand	4,559,258	7,280,614	4,459,604	7,131,368
Cash and cash equivalents per cash flow statement	4,559,258	7,280,614	4,459,604	7,131,368

13 Creditors: amounts falling due within one year

	Group		Company
	2022	2021	2022	2021
	€	€	€	€
Trade creditors	792,225	509,246	786,297	502,308
Amounts owed to group companies (note 18)	1,039,014	926,591	912,587	700,671
Other creditors including tax and social welfare (see below)	567,352	908,019	542,520	762,350
Accruals	792,916	880,453	727,413	800,026
	3,191,507	3,224,309	2,968,817	2,765,355

Amounts due to group companies are unsecured and interest free.

	Group		Company
	2022	2021	2022	2021
	€	€	€	€
Tax and social welfare included in other creditors:
Corporation tax payable	-	368,652	-	276,328
VAT	145,347	369,780	414,261	361,355
PAYE/PRSI	422,005	169,587	128,259	124,667
	567,352	908,019	542,250	762,350

14 Deferred tax liability

	2022	2021
	€	€
Group and company
At beginning of year	(3,642)	(11,021)
Movement in the year	(4,500)	7,379
At end of year	(8,142)	(3,642)

The movement in the deferred tax liability results from the following:

	2022	2021
	€	€
Deferred tax liability
Accelerated capital allowances	(18,988)	(13,764)
Other timing differences	10,846)	10,122
Deferred tax liability	(8,142)	(3,642)
15 Called up share capital	2022 €	2021 €
Group and company
Authorised
115,000 ordinary shares of €1.27 each	146,050	146,050
Allotted, called up and fully paid
115,000 ordinary shares of €1.27 each	146,050	146,050

16 Dividends

During the year, the Company paid a dividend of €2,000,000(2021: €Nil) to its parent undertaking, Tonoga Inc.

17 Retirement benefit

The Company makes contributions to a defined contribution scheme, the assets of which are vested in independent trustees for the benefit of members and their dependants. The contributions for the year amounted to €285,317(2021:€276,278).

18 Related party transactions

Details of transactions and balances with related parties to extent not discussed elsewhere in these financial statements are summarised below.

The Company had the following transactions with related parties:

Transactions in raw materials, finished goods and services

Related party	Nature of relationship	2022	2021
		€	€
Purchases: Taconic US	Fellow Group company	522,749	320,090
Taconic Poland	Fellow Group company	7,211,779	6,128,796
Taconic Brasil	Fellow Group company	114,515	46,574
Taconic Canada	Fellow Group company	-	-
		7,702,789	6,495,460
Sales:
Taconic US	Fellow Group company	1.297.731	805.415
Taconic Poland	Fellow Group comnpny	1.577.173	2.023.778
Taconic Brasil	Fellow Group company	103.808	46,574
Taconic Canada	Fellow Group company	-	1,017
		3,122,912	2,876,784

At the year end, amounts due to group undertakings consisted of:

		2022	2022	2021	2021
		€	€	€	€
Related party	Nature of relationship	Group	Company	Group	Company
Taconic US	Fellow Group company	103,674	103,674	16,072	16,072
Taconic Poland	Fellow Group company	935,340	808,912	910,519	684,599
Taconic France	Fellow Group company	-	-	-
		1,039,014	912,587	926,591	700,671

At the year end, amounts due from group undertakings consisted of:

		2022	2022	2021	2021
		€	€	€	€
Related party	Nature of relationship	Group	Company	Group	Company
Taconic US	Fellow Group company	522,749	522,749	429,927	429,927
Taconic Brasil	Fellow Group company	44,248	44,248	26,054	26,054
Taconic Poland	Fellow Group company	842,723	842,723	330,536	330,536
Taconic France	Fellow Group company	-	144,576	-	126,260
Taconic Canada	Fellow Group company	101,902	101,902	1,405	1,405
		1,511,622	1,656,198	787,922	914,182

Total compensation of key management personnel (including the directors) in the year amounted to € 525,350 (2021: €443,305).

19 Commitments

Group

At 31 December 2022, the Group had annual commitments under non-cancellable operating leases expiring as follows:

	Land and buildings		Other
	2022	2021	2022	2021
	€	€	€	€
Within one year	578,588	595,183	1,378	21,042
Between one and two years	468,488	476,683	-	14,852
Between two and five years	1,364,539	1,392,766	-	-
More than five years	984,530	1,417,013	-	-
	3,396,145	3,881,645	1,378	35,894

During the year €578,361 was recognised as an expense in the profit and loss account in respect of operating leases (2021: €602,745).

Company

At 31 December 2022, the Company had annual commitments under non-cancellable operating leases expiring as follows:

	Land and buildings		Other
	2022	2021	2022	2021
	€	€	€	€
Within one year	609,935	570,327	11,028	7,800
Between one and two years	496,382	451,827	2,893	1,300
Between two and five years	1,378,765	1,355,482	-	-
More than five years	984,530	1,417,013
	3,465,612	3,794,649	13,921	9,100

The group and company had authorised capital commitments of €Nil at 31 December 2022 (2021: €40,579).

20 Ultimate parent undertaking and parent undertakings of larger groups

Taconic International Limited is a wholly owned subsidiary of Tonoga Inc., a company incorporated in the United States of America. The largest group into which financial statements of Taconic International Limited are consolidated is that headed by Tonoga Inc. The ultimate parent undertaking of the Company is Tonoga Inc. The consolidated financial statements of Tonoga Inc. are not available to the public.

21 Accounting estimates and judgements

The preparation of financial statement requires management to make estimates and judgments that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period.

Estimates and judgments are based on historical experiences and on other factors that are reasonable under current circumstances. Actual results may differ from these estimates if these assumptions prove to be incorrect or if conditions develop other than as assumed for the purposes of such estimates. The key accounting judgements and sources of estimation affecting these financial statements are those relating to accruals.

22 Profit dealt with in holding company

A retained profit of €3,098,599 (2021: €2,525,334) has been dealt with in the financial statements of Taconic International Limited. As permitted by Section 304(2) of the Companies Act 2014, a separate profit and loss account and statement of other comprehensive income for Taconic International Limited is not presented in these financial statements.

23 Subsequent events

There were no significant events impacting these financial statements between 31 December 2022 and the date of approval of these financial statements.

24 Approval of financial statements

These financial statements were approved by the directors on 26th September 2023.

Unaudited appendix

Unaudited detailed profit and loss account - this does not form part of the statutory financial statements

	2022	2022	2021	2021
	€	€	€	€
Income
Turnover	26,281,710		23,750,439
Receipts from Government agencies Other operating income	56,524		- 54,836
Cost of sales	(18,989,291)		(17,095,571)
Gross profit	7,348,943		6,709,704
Selling & g & a expenses
Staff salaries/wages	(2,066,427)		(1,985,355)
Social Welfare costs	(341,208)		(294,474)
Pension costs	(106,583)		(108,832)
	-		-
	(2,514,218)		(2,388,661)
Sub-contractors	-		-
Directors' remuneration	(8,900)		(8,900)
Audit and tax fees	(103,841)		(109,992)
Legal	(24,147)		(27,037)
Depreciation	(66,267)		(49,243)
Office supplies	(38,559)		(40,435)
Insurance	(102,989)		(102,823)
Phone and internet	(40,817)		(45,547)
Postage	(1,112)		(664)
Fees	(30,056)		(34,410)
Software and ERP	(37,889)		(43,403)
Electricity	(44,068)		(30,136)
Rates/property tax	(60,223)		(71,462)
Restructuring	-		-
Bad debt	(13,009)		(5,532)
Rent	(75,099)		(73,794)
Travel expenses	(170,753)		(93,147)
Freight out	(315,715)		(225,290)
Shows and exhibits	(53,217)		(22,192)
Other selling expenses	(267,821)		(379,199)
Interest receivable and similar income	4,138		203
Interest payable and similar charges	(11,989)		(50,586)
Foreign exchange	(19,403)		48,346
Management fee	210,421		179,512
Other income/(expense)	13,926		15,954
	(3,771,607)		(3,558,438)
Profit on ordinary activities before taxation		3,577,336		3,151,266