HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 2

Table of contents
Highlights of 2023 3 Financial review 19
Letter from the Chair 5 Governance 29
Letter from the CEO 7 Sustainability 42
About TMF Group 9 Risk management 49
Our strategy 10 Financial statements 60
Our purpose and vision 14 Notes to the consolidated financial statements 71
Our clients 16 Independent auditor's report 133
Our people 17
Highlights of 2023
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Highlights of 2023
The financial information, including comparative figures for 2022, as included in
the management report relates to the TMF Group operational entities (TMF
Sapphire Midco B.V.). The explanation, including reconciliation of this financial
information to the financial statements of TMF Group Holding B.V. is described
further in detail in the Financial review section.
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Letter from the Chair

In my first year as chair of the TMF Group Supervisory Board, I’m delighted to be
able to report strong results, with double digit revenue and EBITDA growth over
prior year. My own career in global financial and professional services has
taught me the importance of managing the complexity of operating in disparate
locations around the world with complex local rules. Having a global partner you
can rely on with strong service and quality controls is what attracted me to chair
TMF Group. Our ambition is simple - to be the best way for clients to invest and
operate safely around the world.

We are a people business and I’m pleased we measure how well TMF Group is
working for its colleagues as the basis by which it works for its clients. We stay
close to how colleagues and clients are doing, and the board sees the same
dashboards from each individual office on the action, engagement and retention
that underpin our success.
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Over time, I want to see TMF Group add as much value as it can for its clients,
whether through product innovation or through data insights that help clients
manage the risks and opportunities of how they operate. ESG reporting, for
example, is now a significant administrative burden on clients, particularly for
those subject to the EU CSRD requirements. Having TMF Group put together a
simple way of creating the necessary reporting is intended to be a helpful
response to an acute need that our clients now face.

Finally, we are in the business of keeping our clients safe and on the right side
of the many rules that they need to comply with. Regrettably some of the most
attractive countries for our clients to invest are also the most complex to do
business in. Our own governance is a critical test of that ability. We aspire to
being a brand that gives our clients and regulators utmost confidence in proper
standards of care for administrative support. As such, I and my fellow
supervisory board members are committed to ensuring the highest quality of
governance within TMF Group to make sure that the way we operate, whom we
work for and what we do for them are all aligned with that ambition.

Ann Cairns | Chair of Supervisory Board

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Letter from the CEO

TMF Group exists to be a trusted, global partner to our clients as they invest and
operate around the world. That is the mission that I and my team set for
ourselves several years ago and everything we do aims to strengthen our ability
to play that role.

With that in mind, 2023 marked further steps on our journey. We set the goal of
providing flawless service, reflecting how critically our clients rely on what we
do for them. We launched the service excellence programme to encourage
proactive client engagement and have colleagues around the world being
trained on how to serve our clients better. We finished 2023 with a record level
of client revenue retention at 92% and existing clients are now the large majority
of our growth. We also launched a number of new, complementary services
including ESG reporting, account collections and HR administration. Through
the acquisition of high quality teams, we strengthened our capability in various
areas such as US fund administration and Saudi Arabia1 corporate services.
Finally, we continued to improve our digital delivery with the majority of
colleagues now working through a single instance of our workflow management
tool to help clients with global consistency and quality control.

Our management agenda starts with our people, if TMF Group is working for our
people then, it will work for our clients. Our people agenda is focused on
creating exciting career paths and rapid promotion. As a result, we finished
2023 at record levels of promotion, engagement and staff retention.

1 Acquisition of Proven (Kingdom of Saudi Arabia) was signed in June 2023 and finalised in
January 2024 after obtaining all required regulatory approvals
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Our clients need us to be a stable, reliable, long-term partner. In 2023 we

delivered 15% revenue growth and 14% EBITDA growth over 2022 at constant
currency. The large majority of that growth is organic, 13% revenue and
12% EBITDA, that in turn is largely now from existing clients entrusting more of
their administrative burden around the world to us. Those figures mean that we
reduced leverage while increasing our capital investment to record levels,
helping make us a stronger future partner for our clients. I’m pleased to say that
in 2023 we've also completed our ownership transition within CVC
Capital Partners and adding the Abu Dhabi Investment Authority. We also
successfully refinanced to 2028 at favourable terms reflecting several years of
strong performance and meeting our promises.

Finally, I want to acknowledge the particular stresses faced by our colleagues in

conflict zones. We believe that the best way to ensure a peaceful and
prosperous world is to encourage trade and investment between countries, in
which we play our small part. We take our duty of care to our colleagues
seriously. When they are put in harms way we look after them. In 2023 we
continued to take that stance for our colleagues in Ukraine and Israel and were
able to back that support up with the first disbursements from the TMF
Foundation, formed in 2023 by management with proceeds from our change in
ownership.

As ever, I want to thank our clients for their continued trust in TMF Group as a
partner to them and our colleagues for their continued hard work in achieving so
much in 2023 and laying the foundations for continued progress in 2024.

Mark Weil | CEO

About TMF Group
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 10

Our strategy
TMF Group Holding B.V. ("TMF Group") exists to help our clients invest and
operate safely around the world. We provide compliance and administrative
The way to invest & operate safely around
services in 87 jurisdictions. Our broad footprint and set of services allow us to the world
handle clients’ critical administration across their portfolio of legal entities
around the world in a safe and controlled environment. Our proposition
Our services cover the critical administrative requirements to manage legal Critical administration in critical locations
entities efficiently and compliantly. They are managed in three global service
lines:

• accounting and tax

• payroll and HR
• global entity management

Our clients include the majority of the Fortune Global 500, FTSE 100 and top 300
private equity firms. For reporting purposes, we group them as follows:

• operators (corporates); about 71% of 2023 total revenue (2022: 71%)

• investors (funds and capital market participants); 29% of 2023 total
revenue (2022: 29%)
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 11

Our platform
Over 11,0002 people in 87 countries

2 11,079 headcount as at 31 December 2023, corresponds to 10,864 Full-time equivalent ("FTE") as 3 TMF Group continues to operate in two offices in Russia for clients who are multinationals and
at 31 December 2023 (average of 10,513 FTEs for 2023). rely on our support. Many have chosen to withdraw and TMF Group is enabling that to happen in
an orderly fashion.
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TMF Group organises its 87 jurisdictions into 17 markets which are grouped • We apply robust controls. Management Board is supported by centralised
into 3 regions – EMEA, Americas and APAC. We have experts on the ground in Group functions operating in a three lines of defence model. TMF Group
these locations serving clients locally and as part of global client teams. has a centralised KYC function as part of our Operations team in the
markets we operate, of which each employee is responsible for adhering to
TMF Group has been in business serving clients for over 30 years. We have Group-wide AML/CFT and sanctions policies. We have also invested in
grown steadily through those decades and several global crises as a result of areas of critical risk such as cyber security including recent measures
our resilience which stems from the following factors: to enhance data security with more people working from home and on
laptops.
• We operate in a large, growing, and fragmented market. We address a
• We help our clients invest and operate safely around the world. We provide
€20bn market that is growing rapidly as firms seek help dealing with
the administrative services they need to run legal entities compliantly and
increasing regulatory complexity in employment law, regulatory filings
efficiently, including accounting and tax filings, employee administration
or fiduciary rules. We are one of the leading firms with an unrivalled global
and payroll, incorporation and fiduciary oversight and regulatory services.
platform. With just 3% share, we have a lot of room to grow.
• We work with primarily global mandates. Over half of our revenue now Within the broad space of administrative services, our strategy is to become the
comes from clients using our services in multiple countries. That best solution for firms with multinational entities to look after. Our unique
proportion is growing rapidly in response to our commercial strategy. footprint in 87 of the world’s most attractive investment hubs and economies,
These relationships reflect our global footprint and operating model and as well as our blend of services mean that we can manage operating and
are inherently stickier than those in a single country. investment vehicles in various locations.
• We provide business critical and recurring services. Many of the services
TMF Group provides – such as regulatory filing, or accounting and tax Particular elements of our strategy are reflective of that overall goal:
services – are mandatory for our clients, meaning our work is seldom
vulnerable to economic downturns or shifts in clients’ strategies. These
services are recurring, meaning we start each year with over 90% of our
revenue secure and creating a stable cashflow.
• We have a diversified and blue-chip client base. TMF Group works mainly
with multinational firms who themselves tend to be more resilient. Our
largest client is just 2.3% of our revenue and we have low exposure to any
single sector or country.
• We are investing in technology. TMF Group has accelerated its
investments in technology to enhance customer offerings, improve client
satisfaction, efficiency, and reduce risk.
• We enjoy strong cash conversion. TMF Group benefits from strong cash
flow conversion. We are a service-focused business with relatively modest
need for investment in property, plant or equipment and IT software.
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We created one TMF

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Our purpose and vision

Our purpose
We make a complex world simple. We exist to help our clients invest and
operate around the world, speedily, securely and efficiently. We are proud of the
role our people play in driving investment and economic growth, making for a
more connected and prosperous world.

We recognise that the world’s most attractive markets are often also the most
complex to do business in. Our people provide the administrative services to set
up and run compliantly, from incorporation and fiduciary oversight to regulatory
filings, accounting, tax and payroll, whether for corporates, private clients such
as family offices, funds or capital markets.

Our vision
From its origins in the Netherlands, TMF Group has been built over more than 30
years into the leading global player in its field, offering a complete range of
administrative support with over 11,000 people in 87 jurisdictions.

We want to be the way to access the world’s most exciting markets, making
them easy and safe for our clients to invest and operate in. We will be helped by
technology, but powered by our people, with their local knowledge and insight at
the heart of our proposition.
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Our values
Our values reflect the way that we run TMF Group, what we expect from our
people and how we serve our clients.

We work as a team We create insight We care for our clients We invest in talent We act with integrity
We offer a global service to We seek to do more than just We aim to give the best of We are a people business. We We recognise the trust that our
clients operating in multiple complete required tasks. We ourselves in everything we do. seek to hire and develop clients place in us. We act with
countries. We work as a team use our data, market insight We partner with our clients to diverse, talented people and to integrity in how we handle that
to make clients’ experience of and experts on the ground to understand their needs, make it give them great careers. We position of trust. We make sure
TMF Group seamless, joining stay on top of changing rules easy for them to work with us, invest in their technical, that we control the risks we
the dots across different and regulations and get ahead and respond quickly and management and leadership manage on our clients’ behalf.
services and countries to act as of the opportunities and threats effectively to their requests. skills to create a high quality.
One TMF. to our clients.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 16

Our clients
Grow with our clients We serve an exceptional set of clients
We have put client care at the top of our agenda, introduced senior client
sponsorship roles and measures of local service quality. As a result, we have
seen a doubling of client responses to our surveys and consistent Net Promoter
Score (NPS), resulting in NPS of 47 (2022: 44) which is 47% above our industry
benchmark. The result has seen improved client attrition rate and overall new
inflow of sales for 2022 and 2023 onward. A distinct feature of TMF Group is
that we serve many of our clients in only a few of their locations, reflecting a
history of more local client marketing. We have identified around €1bn of
revenue opportunity by serving 1,400 high potential clients in their other
locations for the services that they already use us for. We have constructed a
consolidation campaign around this as an important part of our growth plan.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 17

Our people
Invest in our people
Our client service ultimately hinges on the quality and motivation of our people.
As such, we have invested in their engagement and development. That includes
a relaunch of our purpose and values supported by our One TMF campaign. By
31st of December 2023, record number of current employees, 90% of
them, have engaged in TMF Business Academy courses and a total of 140,700
hours of learning have been offered across all markets (mandatory e-leaning
courses not included). Voluntary attrition improved from 18% to 14% despite a
globally challenging market. The colleague engagement improved to 71% (2022:
69%). In addition, we have re-certified 34 countries as ‘Great Place to Work’ in
2023.
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Average FTE by region

HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 19

Financial review
2023 Financial performance
TMF Group Holding B.V. was incorporated on 13 June 2022 as part of the Due to limited operating activities of TMF Group Holding B.V. during the period
acquisition of TMF Sapphire Topco B.V. ("Topco") by a shareholder group led by from 13 June until 31 December 2022 and 1 January until 31 March 2023, the
CVC Capital Partners and a wholly owned subsidiary of the Abu Dhabi financial information presented has been augmented by adding the full twelve
Investment Authority; and had limited operations during 2022 (nil FTE), incurring months financial performance of the operational entities of the TMF Group for
cost of €0.7 million in relation to set up of the new structure. From 1 January the years 2023 and 2022. This financial information has been adjusted to allow
until 31 March 2023, TMF Group Holding B.V. had sole operations in direct for a like for like comparison and reconciliations are included in the tables
connection with the acquisition of Topco and had only incurred transaction presented in the Financial review section. The primary operations are a result of
costs of €11.3 million, funded by the shareholders. On 31 March 2023, TMF the TMF operating entities, therefore Q1 2023 financial information of the TMF
Group Holding B.V. acquired 100% of the shares of Topco, indirectly acquiring operational entities and prior year audited 2022 financial information (translated
100% shares of TMF Sapphire Midco B.V. ("TMF Group"), which consolidates at 2023 average rates) of TMF Sapphire Midco B.V. is added and financial
TMF operational entities. Refer to Governance section of the management information of TMF Group Holding B.V. and intermediate holding companies is
report for further details on organisation structure. deducted. Refer to KPI table for explanations and definitions.

The operating activities of TMF Group are fully consolidated in the financial In 2023, TMF Group grew both organically and through acquisitions in line with
statements of TMF Group Holding B.V. from the date when control is its stated strategy. TMF Group acquired seven companies in 2023, two of which
transferred. As a result, the results and cash flow of TMF Group included in the completed prior to 31 March 2023.
consolidated financial statements of TMF Group Holding B.V. cover the period
of 1 April 2023 until 31 December 2023; therefore 2023 financial information TMF Group’s reported revenue increased by 14.5% to 825.8 million (2022:
(results and cash flow) of TMF Group Holding B.V. includes nine months of €721.1 million). When adjusted for acquisitions and currency effect, organic
consolidated results of TMF Group in addition to transaction costs incurred in revenue grew by 12.8% (2022: 9.3%). All regions and service lines contributed to
the first three months of 2023. organic growth during 2023.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 20

Results from operating activities before depreciation, amortisation, impairment non-underlying and separately disclosed items (“Adjusted cash generated from
charges and non-underlying and separately disclosed items (“EBITDA”) operations”) increased by €31.1 million to €165.2 (2022: €134.1 million) due to
increased by 13.6% to €256.7 million (2022: €226.0 million) driven by organic improved EBITDA partly offset by strategic investments in digitalisation. The
growth, margin initiatives as well as contribution from acquisitions. Adjusted Senior Secured Net Leverage ratio to EBITDA for covenant calculation was 4.8
for acquisitions and currency effect, organic EBITDA grew by 12.0% (2022: on 31 December 2023.
12.0%). Adjusted cash generated from operations excluding cash flow from

• All regions contributing • All regions contributing • Reduced leverage

• Organic growth 13% • Organic growth 12% • Improved profitability
• Strong growth in Funds and Americas • Improved margins as net effect mix and margin • Improved lock-up with substantial benefit
• Strong contracted business and improved client initiatives • Further savings on office leases
retention • Strict cost control • Step up of investment in digitalisation
• Investments in Funds and Capital Markets • RCF not used as per the end of the year
• Refinancing with net inflow of €110 million
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KPIs
TMF Sapphire Midco B.V. Like for like adjustments TMF Group Holding B.V.
In millions of Euro 2023 (unaudited) 20224 Growth 22-23 % Growth 22-23 Q1 20235 20226 20237 2022

Revenue 825.8 721.1 104.7 14.5% ( 198.8) ( 721.1) 627.0 -

Gross Profit 510.3 441.5 68.8 15.6% ( 122.3) ( 441.5) 388.08 -
Gross Margin 61.8% 61.2% n.a. n.a. 61.9% -
EBITDA 256.7 226.0 30.7 13.6% ( 70.8) ( 226.7) 185.98 ( 0.7)
EBITDA margin 31.1% 31.3% n.a. n.a. 29.7% -
Average number of FTEs 10,513 9,713 800 8.2% 122 (9,713) 10,635 -
Revenue per direct FTE 105.7 100.2 5.5 5.5% 0.2 ( 100.2) 105.9 -
Employee benefit expenses per
45.0 42.7 2.3 5.4% n.a. ( 42.7) 45.1 -
FTE
Ratio of direct to indirect FTEs 2.9:1 2.9:1 n.a. n.a. 2.9:1 -
Adjusted cash flow from
165.2 134.1 ( 79.0) ( 134.6) 86.2 ( 0.5)
operating activities
Cash flow conversion 64.4% 59.3% (18.0%) n.a. 46.4% n.a.
First lien net debt ratio n.a. 4.5x n.a. n.a. n.a. n.a.
Senior Secured Net Leverage
4.8x n.a. n.a. n.a. 4.8x n.a.
Ratio

4 Management basis shows 2022 comparatives remeasured at constant currency (2023 average 7 2023 figures presented in the Financial review are not restated for hyperinflation impact. In the
rate) financial statements of TMF Group Holding B.V., figures are restated for the impact of
hyperinflation in Argentina and Turkey. Hyperinflation had the following impact on 2023 figures in
5 Financial figures of the following intermediate holding entities are excluded in the comparison of
the financial statements as compared to the figures in the financial review: €3.5 million lower
TMF Group: TMF Sapphire Holdco B.V., TMF Sapphire Topco B.V., Tucano Holdco B.V., Tucano
revenues, €1.7 million lower employee benefit expenses, €0.1 million lower office expenses, €0.1
Midco B.V. and Tucano Bidco B.V.. To ensure a like for like comparison, the unaudited Q1
million lower professional fees, €0.5 million lower other expenses and €4.1 million higher net
financial figures of TMF Group are added back to the 9 months consolidated figures; and audited
finance costs.
€11.3 million transaction costs incurred by TMF Group Holding B.V. in Q1 2023 is deducted
8 EBITDA and gross profit of TMF Group Holding B.V. are excluding impact of non-underlying and
6 2022 consolidated figures (translated at 2023 average rates) of TMF Sapphire Midco B.V. are
separately disclosed items in amount of €16.8 million, reclassified to positions of consolidated
added and 2022 consolidated figures of TMF Group Holding B.V. and intermediate holding
statement of profit or loss: €10.4 million to employee benefit expenses, €4.8 million to
entities are deducted
professional fees and €1.6 million to other expenses.
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Definitions
EBITDA - excluding the impact of hyperinflation and the non-underlying and
separately disclosed items.

First lien - net debt minus cash divided by EBITDA minus lease expenses and
including full year impact of acquisitions.

Senior Secured Net Leverage Ratio - consolidated Senior Secured Net Debt
divided by LTM EBITDA.

Lock up - changes in trade receivables, unbilled services and deferred income.

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Income statement
TMF Sapphire Midco B.V. Like for like adjustments TMF Group Holding B.V.
In millions of Euro 2023 (unaudited) 20224 Growth 22-23 % Growth 22-23 Q1 20235 20226 20237 2022

Revenue 825.8 721.1 104.7 14.5% ( 198.8) ( 721.1) 627.0 -

Employee benefit expense ( 473.4) ( 414.9) ( 58.5) 14.1% 114.0 414.9 ( 359.4) -
Office expenses ( 38.5) ( 31.3) ( 7.1) 22.8% 9.3 31.3 ( 29.1) -
Professional fees ( 25.2) ( 22.0) ( 3.2) 14.6% ( 4.8) 21.3 ( 30.1) ( 0.7)
Other expenses ( 32.0) ( 26.8) ( 5.2) 19.4% 9.5 26.8 ( 22.5) -
EBITDA 256.7 226.0 30.7 13.6% ( 70.8) ( 226.7) 185.98 ( 0.7)
Non-underlying and separately
( 14.9) ( 24.7) 9.7 (39.4%) ( 1.9) 24.7 ( 16.8) -
disclosed items
Depreciation, amortisation and
( 119.2) ( 109.4) ( 9.9) 9.0% 19.3 109.4 ( 99.9)
impairment charges
Operating result 122.5 92.0 30.5 33.2% ( 53.4) ( 92.7) 69.2 ( 0.7)
Other gain/(loss) ( 0.3) ( 1.0) 0.7 (71.6%) ( 0.3) 1.0 ( 0.5)
Net finance costs ( 116.4) ( 60.8) ( 55.6) 91.6% 15.2 60.8 ( 101.2)
Income tax expense ( 32.7) ( 29.9) ( 2.7) 9.2% 14.6 29.9 ( 18.1)
Result for the year ( 26.8) 0.3 ( 27.1) n.a. ( 23.8) ( 1.0) ( 50.7) ( 0.7)

Overall revenue growth of 14.5% (2022: 10.7%) includes the in-year impact of Employee benefit expense is driven by a 8.2% growth in FTEs, resulting from
2023 acquisitions of Goodbody Fund Management - Ireland, Avanzia Taxand - growth including acquisitions and by 5.4% increase in average employee
Malta, Premier - Greece, Contexpert - Romania, KPK - India, Sino Corporate expense.
Services Group - Hong Kong and China and Partners Admin - United States of
America. Adjusted for the acquisitions and currency effect, revenue growth in EBITDA improved by €30.7 million from €226 million in 2022 to €256.7 million in
the year 2023 is 12.8% (2022: 9.3%). 2023. This EBITDA gain stems from revenue growth, margin initiatives, stable
cost control and contribution from acquisitions.
Because of TMF Group’s global operations, several countries operate in
currencies other than Euro. Consequently, TMF Group is exposed to translation For historical performance of TMF Sapphire Midco B.V., refer to audited
impacts as local currencies are translated into Euro. December 2022 audited financial statements of 2018 until 2022.
revenue of €743.9 million, restated using 2023 rates, results in an decrease of
the revenue of €22.9 million.
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Revenue by service line

Revenue amounted to €825.8 million in 2023, an increase of 14.5% compared to
€721.1 million in 2022. The following table sets out TMF Group’s revenue split by
service line for the year 2023 compared to 2022.

TMF Sapphire Midco B.V. Like for like adjustments TMF Group Holding B.V.
In millions of Euro 2023 (unaudited) 20224 Growth 22-23 % Growth 22-23 Q1 20235 20226 20237 2022

Accounting and tax 315.2 265.6 49.6 18.7% ( 73.4) ( 265.6) 241.8 -
Global Entity management 297.4 271.5 25.9 9.5% ( 72.5) ( 271.5) 224.9 -
Payroll and HR 197.6 169.9 27.7 16.3% ( 49.0) ( 169.9) 148.6 -
Other 15.6 14.1 1.5 10.6% ( 3.9) ( 14.1) 11.7 -
Revenue 825.8 721.1 104.7 14.5% ( 198.8) ( 721.1) 627.0 -

All service lines contributed to growth in 2023.

2023 figures presented in the Financial review are not restated for hyperinflation
impact. In the financial statements of TMF Group Holding B.V., figures are
restated for the impact of hyperinflation in Argentina and Turkey.
Hyperinflation had the following impact on 2023 figures in the financial
statements as compared to the figures in the financial review: €3.5 million lower
total revenues, of which €2.4 million lower revenues for Accounting and tax
service line, €1.0 million lower revenue for Payroll and HR service line and €0.1
million lower revenue for Global entity management service line.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 25

Revenue by geographic segment

TMF Sapphire Midco B.V. Like for like adjustments TMF Group Holding B.V.
In millions of Euro 2023 (unaudited) 20224 Growth 22-23 % Growth 22-23 Q1 20235 20226 20237 2022

EMEA 461.6 409.1 52.5 12.8% ( 112.2) ( 409.1) 349.4 -

APAC 190.7 166.8 23.9 14.3% ( 46.2) ( 166.8) 144.5 -
Americas 155.7 128.5 27.2 21.2% ( 35.9) ( 128.5) 119.8 -
Corporate 17.8 16.7 1.1 6.6% ( 4.5) ( 16.7) 13.3 -
Revenue 825.8 721.1 104.7 14.5% ( 198.8) ( 721.1) 627.0 -

EMEA APAC
EMEA include markets Netherlands, Belgium, Curacao (NBC), Luxembourg, APAC include markets South East Asia, Hong Kong, Korea & Japan, China &
Germany, Switzerland (LGS), British Isles and Ireland (BII), Nordics, South West Taiwan and Singapore, Malaysia and Australasia (SMA). Revenue in APAC
Europe, South East Europe, Central Eastern Europe and Middle East and Africa. increased by €23.9 million, or 14.3% to €190.7 million in 2023 from €166.8
Revenue in EMEA increased by €52.5 million, or 12.8% to €461.6 million in 2023 million in 2022. Growth is mostly driven by South East Asia, Korea & Japan,
from €409.1 million in 2022. This growth is driven by double-digit growth in LGS, Hong Kong and China & Taiwan (double digit).The revenue includes the 2023
BII, Nordics, South West Europe, South East Europe, Middle East and Africa as acquisition of the business of Sino Corporate Services Group - Hong Kong and
well as single digit growth in other markets. The revenue includes the full year China (closed March 2023) and KPK - India (closed July 2023). Excluding the
effect of the 2023 acquisition of the business of Goodbody Fund Management - impact from acquisitions, the year-over-year growth amounts €21 million, or
Ireland (closed October 2023), Avanzia Taxand - Malta (closed November 2023), 12.6%.
Premier - Greece (closed November 2023), Contexpert - Romania (closed
December 2023). Excluding the impact from acquisitions, the year-over-year Americas
growth amounts €50.9 million, or 12.4%.
Americas includes markets North America, Brazil, South Spanish Latam and
North Spanish Latam. Revenue in Americas increased by €27.2 million, or 21.2%
to €155.7 million in 2023 from €128.5 million in 2022, mainly driven by double
digit growth in South and North Spanish Latam and North America. The revenue
includes the full year effect of the 2023 acquisition of the business of Partners
Admin – United States of America, (closed February 2023). Excluding the
impact from acquisitions, the year-over-year growth amounts €19.2 million, or
14.9%.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 26

Cash flow
TMF Sapphire Midco B.V. Like for like adjustments TMF Group Holding B.V.
In millions of Euro 2023 (unaudited) 20224 Q1 20235 20226 2023 2022

EBITDA 256.7 226.0 ( 70.8) ( 226.7) 185.98 ( 0.7)

FX - 8.6 - ( 8.6) - -
Working Capital ( 3.6) ( 21.6) ( 28.2) 21.8 ( 31.8) 0.2
IFRS 16 Office leases ( 32.4) ( 33.7) 8.9 33.7 ( 23.5) -
Capex (including licenses) ( 55.5) ( 45.2) 11.1 45.2 ( 44.4) -
Adjusted cash flow from operating activities 165.2 134.1 ( 79.0) ( 134.6) 86.2 ( 0.5)
Cash flow conversion 64.4% 59.3% n.a. n.a. 46.4% n.a.

Adjusted cash flow from operating activities is calculated as: EBITDA adjusted
for impact of foreign exchange rates, cash inflow/(outflow) from working
Financing and treasury activities
capital, cash outflow from lease payments and capital investments. TMF Group
TMF Group’s treasury function is responsible for ensuring the availability of
Holding B.V. presents IFRS 16 Office lease including payments for buildings and
cost-effective financing, managing TMF Group’s financial risk arising from
vehicles in amount of €23.5 million; €8.8 million of lease payments related to
currency, interest rate volatility and counterparty credit. Treasury is not a profit
IFRS 16 software is reclassified to Capex (including licenses) line of the cash
centre and is not permitted to speculate in derivative financial instruments. The
flow.
treasury policies are set by the Management Board. Treasury is subject to
The primary KPI of management for cash generation is the percentage of controls appropriate to the risks it manages.
EBITDA converted into cash. Cash flow conversion is calculated as EBITDA plus
TMF Group’s activities expose it to a variety of financial risks: market risk
or minus working capital movement minus capital expenditure minus lease
(including currency risk and cash flow interest rate risk), credit risk and liquidity
expenses (IFRS 16) divided by EBITDA. In 2023 the cash flow conversion rate of
risk. TMF Group’s overall financial risk management programme focuses on the
64.4% was achieved, compared to 59.3% in 2022.
unpredictability of financial markets and seeks to minimise potential adverse
Cash flows from operating activities improvement stem mostly from EBITDA effects on TMF Group’s financial performance.
gain, partly offset by a step up of capex and leases mostly related to
accelerated investments in development of software, licenses and equipment.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 27

Financial risk management is carried out by the central treasury function under
instruction and with approval of the Management Board. TMF Group’s treasury
Foreign currency
function identifies, evaluates and hedges (where considered necessary)
TMF Group has many foreign subsidiaries that are exposed to various
financial risks in close cooperation with TMF Group’s operating units. The
currencies. Treasury policy is to manage significant balance sheet translation
Management Board provides guidelines for overall financial risk management,
risks in respect of net operating assets and profit denominated in foreign
as well as policies covering specific areas, such as foreign exchange risk,
currencies. The methods adopted are the use of borrowings denominated in
interest rate risk, credit risk, use of derivative financial instruments and non-
foreign currencies to the extent that cash and debt requirements allow.
derivative financial instruments and investment of excess liquidity.

Refer to the risk paragraph for further details on financial risk management. Cash management
Financing Local cash balances are centralised into a cash pool with HSBC as much as
effectively possible. Countries that are not permitted to participate in the cash
TMF Group’s primary sources of finance are secured bank borrowings provided pool regularly upstream cash by settling intercompany balances, dividends or
by a syndicate of banks. loans.

On 17 July 2023, amendment and extension of the existing senior loan The cash pool consists of overdraft balances offset by credit balances
agreement was executed resulting in principal loans Facility B1 of €955 million, (“Secured bank overdraft”) and is managed on a net surplus basis. Interest
Facility B2 of $400 million; both senior loans with maturity of May 2028 and compensation is applied to the individual accounts within the cash pool.
Revolving Credit Facility of €181 million with maturity February 2028. The
TMF Group’s treasury function monitors cash balances daily. Appropriate action
interest for Facility B1 is 4.5% plus 3 month EURIBOR (floored at 0%). Interest
is taken to optimise interest costs while at the same time safeguarding
for Facility B2 is 5.0% plus 3-month USD TERM SOFR CME.
sufficient liquidity. TMF Group continues to review opportunities to improve the
This resulted in extinguishment of existing senior loans, Lien 1 with principal of efficiency of its cash management including improved Global credit control,
€950 million and Lien 2 with principal of €200 million and a loss standardised processes which will result in a decrease of lock-up days.
on extinguishment of €15.4 million. The loss is reported as part of net finance
costs in the Income statement.

The revolving facility from our primary bank consists of a €152 million (2022:
€122 million) facility for cash needs of which €152 million (2022: €109 million)
is undrawn and a €29 million (2022: €28 million) facility for bank guarantees of
which €10 million (2022: €6.4 million) is not used at 31 December 2023. As at
31 December 2023, the total undrawn borrowing facilities amounted to €162
million (2022: €115.4 million).
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 28

In January 2024, the repricing of senior loans consisting of Facility B1 of €955

Outlook 2024 million and Facility B2 of $400 million was finalised. Facility B1 of €955 million
became Total Facility B1 consisting of Facility B1 of €850.9 million and New
We expect TMF Group to continue to grow both organically and through
Facility B1 of €104.1 million, and Facility B2 of $400 million became Total
acquisitions. Growth is expected to continue to come mostly from existing
Facility B2 consisting of Facility B2 of $370.6 million and New Facility B2 of
clients by geographic expansion. We also expect new services, like those
$29.4 million. The interest of Facility B1 is unchanged in comparison to
resulting from ESG, as well as acquisitions to contribute to growth.
2023. The interest of New Facility B1 is 3.75% plus 3 or 6 month EURIBOR
To support this growth, the number of FTEs is also expected to increase. Our (floored at 0%). Interest for Facility B2 is 5.0% plus 3-month USD TERM SOFR
employees are continuing to work partially remotely and hence we have CME and for New Facility B2 is 4.0% plus 3-month USD TERM SOFR CME. This
significantly reduced our office space and will continue to do so. We expect repricing resulted in substantial modification and extinguishment accounting is
remote working to continue and be a permanent feature of the professional applied in January 2024. Any difference between the carrying amount of the
services industry. original liability and fair value of new modified financial liability is recognised in
profit or loss. As a result of extinguishment accounting, modification loss of
Furthermore we have planned a further investments in capital expenditure both €24.3 million is recognised in statement of profit or loss in January 2024.
to support client delivery as well as investment in TMF Group backbone
systems. Those future investments can be funded within the existing (renewed) Conclusion
borrowing facilities. In case of potential larger-scaled acquisitions TMF Group
will assess if additional borrowing facilities are required. In 2023, TMF Group delivered revenue growth of 14.5% (2022: 10.7%) and
EBITDA improved by €30.7 million to €256.7 million (2022: €226 million). With
In terms of sanctions response, TMF Group took the early decision to exit
that, we have again delivered a solid set of results and 2023 has evidenced yet
Russian-owned clients. That has been acted on and most of such clients have
again that our strategy is paying off. Despite the challenging geopolitical and
been terminated in 2022 already. The few that remain are either prohibited to
economic environment we are confident that in 2024 we will further accelerate
exit following sanctions or have resolved their Russian ownership. TMF Group
our growth and profitability.
does continue to operate in two offices in Russia for clients who are
multinationals and rely on our support there. Many have chosen to withdraw, Patrick de Graaf | Chief Financial Officer
and we are enabling that to happen in an orderly fashion.

TMF Group signed agreement with Proven - Kingdom of Saudi Arabia to acquire
100% of the shares, which became effective in January 2024. The acquisitions
are driving our strategic and operational performance. Due to the recent closing
date, additional IFRS disclosures cannot be made until the initial accounting for
the business combination, including contingent consideration, has been
completed.
Governance
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 30

Governance
The Management Board comprises of two Managing Directors, a Chief
Ultimate holding company Executive Officer ("CEO") and the Chief Financial Officer ("CFO"). The
Management Board aims to have a minimum 50% of Dutch resident directors.
TMF Group Holding B.V. (“TMF Group”) is the parent company of our
The Management Board is responsible for achieving the TMF Group's
operational entities. The majority of the shares in TMF Group Holding B.V. are
objectives, strategy (including any long term, medium term and short term
held by CVC Strategic Opportunities Fund II ("CVC") and a wholly owned
business plans with operational and financial objectives and parameters to be
subsidiary of the Abu Dhabi Investment Authority ("ADIA") and the remainder of
applied) and the accompanying risk profile (ensuring that effective internal risk
the shares are held by Stichting Administratiekantoor Management Sapphire.
management and control systems are in place and reported on), the
performance trend and results and for the corporate social responsibility issues
Corporate governance compliance relevant to the business.

TMF Group closely follows the developments in the area of corporate The Supervisory Board of TMF Group Holding B.V. has further established
governance and the applicability of the relevant corporate governance rules for several committees, each with a distinct purpose. These committees are: Audit
TMF Group. Any substantial changes to TMF Group's corporate governance Committee, Risk Committee, Sustainability Committee, Nomination Committee
structure or application of the corporate governance code will be discussed by and Remuneration Committee. These Committees advise and support the
the Management Board and Supervisory Board. Supervisory Board in their task and responsibilities.

Governance structure The Supervisory Board of TMF Group consists of eight members and two seats
are taken by women. The Management Board of the Company consisted of two
members, seats are taken by men. The Executive Committee consists of nine
TMF Group Holding B.V. has a two-tier governance structure, with a Supervisory
members, four of whom are women. TMF Group recognises the benefits of
Board, comprising of eight Supervisory Directors, responsible for supervising,
diversity, including gender balance. However, TMF Group understands that
monitoring and advising the Management Board. CVC and ADIA can appoint
gender is only one part of diversity. The company is proud of the team
three Supervisory Board members, and three independent members are
diversity with a balanced mix of people regarding gender and cultural
appointed through the General Meeting.
background. The Management Board aims to improve gender diversity on the
boards and among senior management personnel and has set target ratios that
one third of seats for Supervisory Board, Management Board and the Executive
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 31

Committee are held by women by 2027. Both TMF Group's majority Audit Committee
shareholders and the Supervisory Board endeavour to support any
appointments in order to achieve the set target ratios, provided TMF Group is an The purpose of the Audit Committee is to assist the Supervisory Board in its
equal opportunities employer and is committed to hiring the most qualified general oversight of the Company’s accounting and financial reporting
employees irrespective of race and gender. processes, audits of the financial statements and the internal audit
function. The Audit Committee meets no less than four times each financial
year.

The overview below provides a number of topics discussed during the Audit
Committee meetings in 2023, which included:

1. the relationship and effectiveness of the external auditors;

2. the effectiveness and performance of the internal audit function;
3. the internal control systems and associated financial and fraud risk
management;
4. the annual and interim financial statements.

Risk Committee

The purpose of the Risk Committee is to assist the Supervisory Board in its
general oversight of the Company’s risk management and compliance
programs. As such, the Risk Committee ensures that the Governance, Risk and
9 TMF Sapphire Holdco B.V., TMF Sapphire Topco B.V., Tucano Bidco B.V., Tucano Midco B.V. and
Control Framework (the "GRC Framework") is effective and aligned to strategy
Tucano Holdco B.V.
and risk appetite. The Risk Committee will be responsible for assessing the
10 TMF Group Operating entities include indirect and direct subsidiaries of TMF Sapphire Midco adequacy, effectiveness and design of the GRC Framework in relation to the
B.V., TMF Sapphire Bidco B.V. is the direct subsidiary of TMF Sapphire Midco B.V. and the entity Company’s objectives and strategy, AML, CFT and regulatory compliance, legal,
carrying external financing. information security and other risk types, with the exception of financial risks
which are covered by the Audit Committee of the Supervisory Board.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 32

The Risk Committee will also be responsible for reporting and making
recommendations to the Supervisory Board concerning governance matters and
performing a review in case of a conflict of interest. The Risk Committee meets
no less than four times per financial year.

The overview below provides a number of topics discussed during the Risk
Committee meetings in 2023, which included:

• TMF Group's risk management policies and procedures;

• TMF Group's regulatory compliance;
• TMF Group's information security programs and initiatives;
• TMF Group's internal audit initiative and findings;
• pending claims and litigations against TMF Group subsidiaries.

Sustainability Committee

The purpose of the Sustainability Committee is to assist the Supervisory Board

in its oversight of the Company’s actions to run the Company as an
environmentally and socially sustainable business, capable of generating long
term value for its stakeholders. The Sustainability Committee meets no less
than twice per financial year.

The overview below provides a number of topics discussed during the

Sustainability Committee meetings in 2023, which included:

1. the effectiveness of the TMF Group's sustainability strategy;

2. TMF Group's sustainability performance and execution;
3. appropriate objectives for sustainability activities;
4. appropriateness of sustainability related policies;
5. current and emerging sustainability trends.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 33

Nomination Committee Executive Committee ("ExCo")

The purpose of the Nomination Committee is to assist the Supervisory Board to The Management Board of TMF Group Holding B.V. has established the
ensure that the Company has the leadership it requires, both now and in the Executive Committee ("ExCo").
future. In particular, the Nomination Committee shall assist the Supervisory
Board in the appointment of Managing Directors of the Company or Supervisory The purpose of the ExCo is to assist the Management Board in the overall
Directors of the Company’s Supervisory Board. The Nomination Committee direction and the (day to day) management and operations of the Company. The
meets no less than two times each financial year. individual members of the ExCo support the Management Board in their
respective area of expertise. The ExCo members only have an advisory role.
The overview below provides a number of topics discussed during the Decision-making in respect to the Company’s overall direction and (day to day)
Nomination Committee meetings in 2023, which included: management and operations sits with the Management Board.

1. the structure, size and composition of the Management Board; and

2. succession of Managing Board Directors and Supervisory Board Directors.

Remuneration Committee

The purpose of the Remuneration Committee is to assist the Supervisory Board

in determining the remuneration of directors and senior management of TMF
Group, on the basis of their merit, qualifications, and competence, and
having regard to TMF Group's operating results, individual performance and
comparable market statistics. The Remuneration Committee meets no less
than four times each financial year.

The overview below provides a number of topics discussed during the

Remuneration Committee meetings in 2023, which included:

1. remuneration of Management Board members and senior management;

2. bonus arrangements for Management Board members and senior
management;
3. participation of senior managers in TMF Group's management investment
plan.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 34

Supervisory Board

Ann Cairns Karen Green Krishnan Rajagopalan

Chair of the Supervisory Board and Nomination Independent Supervisory Board Director Independent Supervisory Board Director
Committee and Chair of Audit Committee
Krishnan is President and CEO of Heidrick &
Ann started as a research scientist before moving Karen started her career as an investment banker Struggles, a global leadership advisory firm providing
into investment banking. She rose up the ranks in with Baring Brothers and then Schroders. She executive search, leadership assessment and
Citibank, then became CEO of Transaction Banking subsequently held various senior positions at GE development, organisation and team effectiveness,
at ABN before joining Alvarez and Marsal. In 2011 Capital, Stonepoint Capital and Aspen Insurance and culture shaping services. He is a strong
Ann joined Mastercard as a C-suite executive leading Holdings, where she was a member of the Executive advocate for diversity and inclusion and gender
all customer-facing business outside the US and Committee and CEO of Aspen UK. She was a Council parity. Before joining Heidrick & Struggles, he served
concluded her career as Executive Member of Lloyd’s of London. She is currently the as a Vice President and partner with a global
Vice Chair. Passionate that women should hold Senior Independent Director of Phoenix Group management consulting firm, where he focused on
equal positions in the corporate world to men, Ann Holdings PLC, and a non-executive Director of strategy, operations, and transformation across a
chaired the 30% Club and is an advocate for women Admiral Insurance Group PLC, Asta Managing wide range of industries.
in science, technology, engineering and mathematics Agency Ltd and Miller Insurance Services LLP and
(STEM). Ann was a senior sponsor of the Mastercard non-executive Director of Great Portland Estates
girls4tech programme, designed to encourage PLC.
millions of girls worldwide to continue studying
science.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 35

Peter Rutland Lorne Somerville Faris Cassim

Managing Partner, CVC Managing Partner, CVC Senior Portfolio Manager, ADIA

Chair of Remuneration Committee Chair of Sustainability Committee Chair of Risk Committee

Joined CVC in 2007. Peter is head of CVC's private Joined CVC in 2008. Lorne is co-chair and co-head of Faris is a Senior Portfolio Manager in ADIA’s Private
equity activities in the financial services industry and the CVC Strategic Opportunities advisory activities Equities Department. Since joining in 2014, Faris has
is based in London. From 2002 to 2007 he worked and is based in London. Prior to joining CVC he led a number of ADIA investments in the financial
for Advent International 2002. Peter holds an MA worked for UBS, where he was joint Global Head of and business services sectors. Prior to joining ADIA,
degree from the University of Cambridge and an Telecommunications and Head of the European Faris worked in the corporate development and
MBA from INSEAD. communications group. Lorne holds an MA in investment banking groups at UBS. Faris holds a
Computer Sciences from the University of Master in Finance from ETH Zurich and a Bachelor of
Cambridge and an MBA from IMD, Lausanne. Science in Mathematics from Ecole Polytechnique
Federale de Lausanne (EPFL).
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 36

Osama Nahhat Stefan Janke

Managing Director, CVC Investment Manager, ADIA

Osama is a member of the CVC Strategic Stefan is an Investment Manager in ADIA’s Private
Opportunities investment platform and is based in Equities Department. Prior to joining ADIA in 2018, he
London. Previously, he worked in the European worked in Morgan Stanley’s Investment Banking
investment team of Bain Capital and as a Strategy Division in Frankfurt and London. Stefan holds a
Consultant at Bain & Co. in the Middle East. Osama Bachelor’s Degree in General Management from EBS
has a MSc in Financial Economics from Oxford Universität für Wirtschaft und Recht.
University and a BEng from McGill University.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 37

Supervisory Board - meetings and attendance

The Supervisory Board meets at least four times per year in accordance with its and the Management Board. Also discussed during each meeting are the reports
annual schedule and whenever the Chairman, one or more of its members, or the from the different committees of the Supervisory Board. The Supervisory Board
Management Board requests a meeting. In 2023, the Supervisory Board held 4 meetings and the meetings of the five Supervisory Board committees were well
meetings. All these meetings were held in person. Supervisory Board meetings and attended, as is shown in the table below. In addition to the Supervisory Board
Supervisory Board committee meetings are held over several days, ensuring there members, the members of the Management Board are invited to the Supervisory
is time for review and discussion. At each meeting, the Supervisory Board Board meetings. All Management Board members were present at the Supervisory
members discuss among themselves the goals and outcome of the meeting, as Board meetings in 2023. Members of ExCo are regularly invited to provide updates
well as topics such as the functioning and composition of the Supervisory Board on topics within their area of expertise.

Sustainability Nomination Remuneration

Name Supervisory board Audit Committee Risk Committee
Committee Committee Committee

Ann Cairns 3/3 2/3 3/3 3/3 1/1 1/3

Karen Green 3/3 3/3 3/3 n.a. n.a. n.a.
Krishnan Rajagopalan 3/3 n.a. n.a. n.a. n.a. 3/3
Faris Cassim 4/4 n.a. 3/3 n.a. n.a. 3/3
Stefan Janke 4/4 3/3 n.a. n.a. n.a. n.a.
Lorne Somerville 4/4 n.a. n.a. 3/3 0/1 n.a.
Osama Nahhat 3/3 3/3 3/3 n.a. n.a. n.a.
Peter Rutland 4/4 n.a. n.a. n.a. 1/1 3/3
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 38

Management Board

Mark Weil Patrick De Graaf Management Board - meetings and

attendance
Chief Executive Officer Chief Financial Officer
Mark joined TMF Group as CEO in 2018. He is Patrick joined the board of TMF Group in April 2019 The Management Board meets when convened, and
responsible for setting and executing the strategic as Chief Financial Officer and, with the CEO, is a in any event, at least six times in each financial year.
direction for the company, building and overseeing member of the Management Board. Before joining During 2023 – from a governance point of view
the Executive Committee, and supporting TMF TMF Group he worked at KPMG for around 20 years starting as from 31 March 2023 as the two-tier
Group's 10,000 colleagues to work in alignment with in their M&A practice and held a number of senior structure was put in place as from this date - the
the company's values. He is passionate about positions, most recently that of CFO for KPMG Management Board held four meetings. All these
colleague engagement and wellbeing, flawless Netherlands. He has a strong track record in finance meetings were held in person at TMF Group’s
service for clients and innovating TMF Group's management, with in-depth experience of deal address in Amsterdam, the Netherlands in the
products and processes. As CEO, Mark chairs the finance support, operations, and risk and quality physical presence of the entire Management Board.
management board. Prior to joining TMF Group, management. He holds degrees in Business
Mark was with the Marsh McLennan Group for 25 Administration and Accountancy. He attended
years, holding senior leadership positions at Marsh INSEAD (the Institut Européen d'Administration des
and Oliver Wyman. Mark graduated from Cambridge Affaires business school) and the International
University with a degree in Engineering. Institute for Management Development.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 39

Executive committee

Angelica Thijssen Daniel Max Jan Willem van Drimmelen

Chief HR Officer Head of Global Solutions Chief Commercial Officer

Angelica came to TMF Group after six years as Chief Daniel is responsible for the services that TMF Group In his current role, which he has held since June
HR Officer at Intertrust Group. This followed eight offers to its corporate, financial services and private 2021, Jan Willem is responsible for global functions
years as Global Head of Talent Management, clients. He leads the development of services, that include sales, marketing, sales operations,
Merchant Banking at Fortis Bank. Before specialising ensuring that TMF Group remains at the cutting edge commercial transformation and strategic
in HR, she held senior positions in the finance when it comes to delivering compliance services to partnerships. Before joining TMF Group, Jan Willem
industry, working for MeesPierson and ING clients. He is widely involved with the numerous held numerous leadership roles during 12 years at
Bank. She supports the Management Board, the processes that optimise performance on our largest Intertrust Group. He went on to establish Create
ExCo and the wider organisation in focusing on global accounts. Previously, Daniel led Marsh's Capital Partners, a private equity firm in Amsterdam,
attracting, developing and engaging our talent, international client advisory services and its UK with Intertrust’s former CEO. Prior to 2007 he worked
building the corporate culture and in driving private equity practice. He has built a strong track in structured products at merchant bank Kempen &
corporate social responsibility. Angelica holds a record, delivering data, advisory and process Co and as an international tax attorney with
Master’s in Law from Maastricht University, an MSc solutions to corporate and financial services clients Freshfields Bruckhaus Deringer. He has a Tax Law
(Economics) from the London School of Economics around the world. master’s degree from the University of Leiden and is
and a Certification in Corporate Governance from on the board of the Netherlands-America
INSEAD. Foundation.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 40

Severine Canova Russell Sheldon Frank Welman

Head of Risk & Compliance Chief Operations & Technology Officer Head of EMEA

Severine joined the TMF Group Luxembourg Russell leads TMF Group's delivery globally, Frank began heading up the newly created
management team in December 2018. She went on including day-to-day client service, along with the International Region after a period with Intertrust
to become Executive Director, leading the operational and digital transformation of all services. where he was Managing Director, Luxembourg and a
governance setup for the Luxembourg market. Her His wider remit encompasses executive member of the Executive Committee. His extensive
primary focus was risk management, combined with responsibility for strategy, architecture and experience includes roles at BDO and MeesPierson
championing organisational compliance. In her management of all technology and platforms Trust. He was TMF Group's Head of Benelux from
current role Severine is responsible for ensuring we globally, as well as cyber security. Prior to TMF 2011 to 2015. Frank’s career in the trust sector has
know our clients to protect them and TMF Group, Group, Russell held senior positions at NGA Human focused on efficiency improvement, revenue growth
managing risk to ensure the permanence of our Resources, Axiom, Hewitt Associates and PwC. He and EBITDA margins.
business, and managing relationships with has a proven track record leading global teams,
authorities and regulators. Prior to joining TMF client delivery and technology-enabled operational
Group, Severine spent 18 years with Citco Group in change to overcome complex business challenges,
Luxembourg and France, where she rose to become reposition organisational capabilities and maximise
Managing Director of the Luxembourg Corporate and market opportunities.
Trust business. Severine holds a Master of Business
Law from Strasbourg University Robert Schuman.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 41

Lisa Wilcox Monica Vera Shagun Kumar

Head of North America Head of Latin America Head of APAC

Lisa is responsible for the strategic growth of the Monica has dedicated her career to business Shagun joined TMF Group as India Managing
North America region. She is passionate about transformation in several industries across Canada Director before leading the Southeast Asia
clients and people, and the diversity of solutions and and Latin America. Before joining TMF Group in region. Unlocking APAC’s rapid growth potential
opportunities within this growing market. Before 2019, she held roles at PwC, Deloitte and IBM, latterly across all service areas, with particularly strong
joining TMF Group in 2017, Lisa had a long-standing as Vice President and partner for IBM Mexico. She opportunities in funds, capital markets and private
career at Scotiabank, both within Canada and joined TMF Group to head its Mexico business, wealth, is a target in his role. He manages strategic
internationally. She joined TMF Group as Country before becoming Market Head for North Latam, then client relationships and his people focus is
Leader for Canada, before becoming Global Head of Head of Latin America. Monica holds a public demonstrated by external positive working culture
Entity Management and then Market Head for North accounting Licentiate degree from Universidad recognition across the jurisdictions. Prior to joining
America. Lisa has a Bachelor’s degree in Católica Andres Bello, a Bachelor of Science degree TMF Group, Shagun’s career spanned consulting and
International Relations from the University of British from Syracuse University and a humanistic studies functional finance, including positions at Arthur
Columbia, a LL.B. from Osgoode Hall Law School Master’s degree from Universidad Virtual Andersen, General Electric, Microsoft and Grant
and is a holder of the Trust and Estate Practitioner Tecnológico de Monterrey. Thornton. He sits on multiple multinational boards as
designation from STEP. an independent director. He is a Six Sigma black belt,
a qualified chartered account and has degrees in
commerce and bartending.
Sustainability
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 43

Sustainability
Based on the assessment TMF Group considers nine topics significant to its
SUSTAINABILITY REPORTING operations. TMF Group plans to incorporate those topics in TMF Group's
sustainability reporting framework, with ambitions and achievements covered in
Significant sustainability topics the group’s impact reports. Further work in 2024 aims to validate this
assessment with stakeholders from across our value chain, to ensure our
TMF Group is committed to making a positive impact to the communities where
reporting framework aligns to upcoming regulatory requirements.
it operates, and aims to integrate comprehensive sustainability reporting with
full assurance into its annual report by end of financial year 2025. In 2023
The topics are combined in three separate categories, as outlined below.
TMF Group made significant steps forward on this journey, undertaking its first
assessment of sustainability topics to identify what should be considered Governance Topics
significant to the business.
• Corruption and bribery - As part of its operations, TMF Group frequently has
This was done by assessing a full range of topics against the following criteria: access to client accounts, makes payments and holds positions of
fiduciary responsibility on behalf of clients. Effective controls to prevent
• Positive Impact - Topics where TMF Group's operations can make a
bribery and corruption are critical in preventing negative outcomes for
positive difference to communities or the environment where TMF Group
clients. Providing easier client access to best practice controls has a
operates.
positive impact on efforts to tackle corruption and bribery globally. Failure
• Negative Impact - Topics where there are potential negative consequences
to maintain these controls would pose a risk to TMF's reputation and
of TMF Group's operations on communities and the environment.
revenue.
• Financial Risks - Topics where communities and the environment pose a
• Information management - In the provision of services TMF Group handles
potential risk to TMF Group's financial performance.
significant volumes of company sensitive and personal data on behalf of
• Financial Opportunities - Topics where communities and the environment
clients. Effective controls over the management of such information
present opportunities to improve TMF Group's financial performance.
provides clients with a safe and secure way of completing business tasks
whilst minimising data risks. Failure to maintain these controls could create
risks to clients and to TMF Group's financial performance. There is also risk
of escalating cost of maintaining these controls as information security
threats increase their sophistication.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 44

• Transparency - Through the administration of entities used for structuring • Community involvement - The geographic diversity and expertise of the
of investments and corporate groups, TMF Group is often responsible for TMF Group employee base provides a capability to support cross border
making or supporting client disclosures in line with international and local collaboration, establish effective governance controls, and mobilise
requirements, often designed to promote sustainability and expose illicit/ extensive networks of support. When applied to social projects this
unethical activities. Such disclosures are facilitated by the knowledge of capability has the potential to make a positive contribution to communities
TMF Group's network of local experts and their relationships with where we operate.
regulators. Capitalising on this capability is a major driver of commercial
expansion for the business, but comes with material risk of sanctions and Environmental Topics
reputational damage if responsibilities are not fulfilled.
• Climate change mitigation - TMF Group is part of the supply chain of a
• Corporate culture - Research shows that an effective corporate culture built
significant international client base including many of the world’s largest
on strong values is a key enabler of strong performance, both from a
corporate groups and investment firms. Such clients are increasingly
financial and social impact perspective. This is also true for TMF Group,
making climate commitments, which require similar commitments to be
were establishment of positive culture across the firm accelerates efforts
made across their supply chain. Working towards such a plan would make
to mitigate risks and unlock opportunities across the business.
a positive difference to global efforts to mitigate climate change, and also
Social Topics mitigate risks to future growth if TMF Group is unable to keep pace with the
ambition of its clients.
• Working conditions of employees - TMF Group employs over 11,000 • Energy - Within corporate environmental commitments, Scope 1 and 2
people, with the expertise held by colleagues in 87 jurisdictions key to our emissions are often seen as the most actionable, as require control over
service proposition to clients. How the group treats these colleagues has the resources directly consumed by the company. Energy consumption in
the potential to bring both positive and negative consequences to the offices is the largest component of Scope 1/2 emissions for TMF Group,
communities where they are based. Failing to protect employee working and therefore is a key area where the business can make a direct difference
conditions also poses a risk to the stability of business operations. to global GHG emissions.
• Equal treatment and opportunities for all - The growth of the business and
employee turnover means that the business fills about 2,500 positions
every year through a combination of external recruitment and managing
career opportunities for existing employees. Managing a fair and inclusive
approach to talent selection helps the business to build a diverse and
effective team, with positive social consequences across our communities.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 45

Sustainability Impact Report – Living our Values

To manage impact on significant Social and Governance topics we have
organised a sustainability programme around five themes aligned to our group
values. This helps reinforce the culture we aim to promote within our employee
group, by showing how as a company we can live our values to the benefit of
clients, colleagues, and the environment.

Our sustainability ambition:

1. Insight - Fulfil our purpose of facilitating global investment and trade.

2. Service - Deliver high integrity service to our clients.
3. Integrity - Ensure a high standard of governance.
4. Talent - Create great careers for all.
5. Teamwork - Use our resources to help communities where we operate.

Delivering this ambition is a responsibility of our group functions, who continue

efforts to evolve and improve the business. In 2023, TMF Group also
established formal governance to steer CSRD compliance and sustainability
efforts. This included launching a subcommittee of the Supervisory Board,
establishing a steering group consisting of company executives, and assigning
dedicated resources to relevant reporting and monitoring.

The maturity of our sustainability programme is assessed annually by Ecovadis

and has shown improving performance for each of the last 4 years, placing
TMF Group in the top 13% of companies within our industry group with Silver
Medal recognition since 2021. We are also signatories of the Principles for
Responsible Investment since 2021, and UN Global Compact since 2023.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 46

Insight Service

TMF Group's purpose sets out an ambition to the business to support TMF Group provides critical administration services to clients, where protecting
multinational businesses in operating safely and securely across a large the accuracy and integrity of information we process is crucial to avoid negative
geographic footprint. Delivering on this has a positive impact in building better repercussions.
governance practices for multinational organisations and supporting
international trade and investment flows between nations. Recognising this, in 2023 the group launched it’s ‘Flawless Service’ campaign, to
promote service excellence standards across the business. This included the
The success of these efforts can be seen in the ability of the business to grow launch of the three service excellence behaviours – Accountable, Proactive, and
the number of jurisdictions and services it provides to its clients, demonstrating Thoughtful, through a global internal communication campaign to engage
increased coverage and need for the support we provide. colleagues.

2023 sales records shows that expansion of existing multinational accounts is These commitments are supported by a range of delivery controls to help
the most important driver of our growth, and growing in significance each year. protect client information and service quality. This includes assurance across
This shift has been supported by the additional insight we bring to clients an ISAE 3402 control framework for Payroll, IT, and Fund Services, and ISO
regarding managing complexity of doing business across borders – for 27001 compliance across our locations. We also maintain dedicated
example in the publication of the group’s 2023 Global Business Complexity information security and data protection teams who oversee policies, controls,
Index (GBCI), a 10th anniversary edition. and compliance to make sure we fulfil our responsibilities to protect client
personal and sensitive information.
TMF Group is also investing in improving the breadth of support it provides,
launching a number of new solutions to enhance the way clients navigate Continuing to improve our standards of service also relies on the feedback we
multinational complexity. This includes the launch of ESG Administration receive directly from clients. In 2023 we have been working to create additional
Services in 2023, which provides a capability to support clients with the ways for clients to share concerns, such as creating a Speak Up Channel on our
increasing administrative processes of ESG compliance. website. All client escalations are monitored centrally to ensure these are
properly addressed. Our client engagement survey is also sent annually to
In 2024 we aim to build on this work with the introduction of the ‘OneWorld’ gather comments from our clients.
expansion programme, which provides a greater focus on growing as a
‘Performance Partner’ for our global accounts. Our client engagement results shows steady improvement in the NPS of local
TMF Group Services over the past 3 years (from +43 in 2021 to +44 in 2022 and
+47 in 2023). We aim to continue this trajectory as we invest further in quality of
service in 2024.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 47

Integrity This ambition is supported by a mature HR platform which maintains a

comprehensive set of policies and talent programmes at a group level, which
Maintaining credibility with our clients, employees, and investors requires are then localised with the support of region, market, and country level HR
TMF Group to adhere to a high standard of corporate governance. support. A consistent HR technology backbone makes this possible, including
HRIS, Talent Acquisition, and Performance Management tools.
This includes maintaining a mature and comprehensive set of policies with
mandatory training for all employees on critical topics (such as bribery and Employees are regularly consulted on their views on the business, with
corruption). Training completion rates are centrally monitored, with any employee satisfaction surveys conducted three times in 2023. Feedback is then
instances of non-compliance addressed. We also set careful controls on client shared with management, who are responsible for acting on changes to
acceptance (by the client acceptance committee), have central initiatives to continuously improve our colleague value proposition. TMF Group also
enhance controls over key business risks, and maintain a transparent dialogue cooperates with formal employee representation in relevant locations (e.g.
with regulators across our 26 regulated jurisdictions. Works Council).

We invest in a number of ways to hold ourselves to the standards we set. Our A key focus has been improving the proportion of experienced vacancies being
process adherence is regularly reviewed through our internal audit function with filled by internal promotion. This has been measured since 2022 and has been a
findings regularly discussed in key management forums. Colleagues and clients particular focus of management in 2023, resulting in a positive step forward in
also have the opportunity to highlight any concerns anonymously and promotion rates (increased from 31% in 2022 to 45% in 2023). We are targeting
confidentially through our Speak Up Channel, in line with our whistleblowing further improvement in this measure in 2024, with the support of a new talent
policy. platform which has been approved for implementation this year.

Overall, our business controls are well regarded in the industry with our The overall success of this programme is monitored through our colleague
Ecovadis ratings consistently positioning us within the top 4% of companies in engagement score (increased from 65% in 2021 to 69% in 2022 and finally 71%
our industry group for ethics. in 2023) as well as voluntary employee turnover rates (from 24% in 2021 to 23%
in 2022 and 17% in 2023, dropping to 14% in Q4 2023). Both have been trending
Talent positively for the last three years, which we aim to continuously improve in the
years ahead.
People are at the heart of the TMF Group proposition, and so supporting
colleagues in their ambitions as a fair employer is key to the commercial
Teamwork
success of the business. This is why we aspire to be the home of great careers
for our team, and the employer of choice in our industry. TMF Group started 2023 with the completion of its Diversity, Equity, and
Inclusion discovery journey, facilitated by Ashoka. This involved representatives
from the group leadership positions engaging with a number of external
speakers to reflect on the way the group supports its diverse talent base. This
resulted in a series of new initiatives supported through the global network of
DEI ambassadors, with a key focus being improving the representation of
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women in senior business roles. Women represent 67% of TMF Group Employee led initiatives have been running for several years in this area,
employees, but are a smaller percentage of senior positions. This gap has been including office led initiatives to control waste, educate colleagues, and
closing in recent years (increased from 39% in 2021 to 42% in 2022 and 44% in promote ‘Tree per Client’ programmes across the business. In 2023 the group
2023), but the group is aiming to close this gap further in the years ahead by also took steps towards formalising its GHG reporting and climate
removing barriers preventing women advancing in the organisation. commitments by completing a carbon inventory exercise with the support of
external advisors.
TMF Group also significantly increased engagement in CSR initiatives in 2023. A
new partnership was launched with Bridge for Billions, which will utilise the This work estimates that four key areas represent over 80% of the group’s
expertise of several hundred employees in mentor relationships with social emissions footprint:
entrepreneurs. The initiative will help the entrepreneurs learn from TMF Group
experience in business while developing mentoring skills for our employees. i. Remote working - A high share of TMF Group employees work remotely for
some of their time. This reduces the impact of commuting and office-
The CSR committee also increased the availability of funding to support locally based emissions, but introduces emissions related to home working
led initiatives, managed through the established network of local CSR environments into the TMF Group GHG reporting scope.
ambassadors. Since launching the updated approach in August over 350 ii. Procurement - Suppliers to TMF Group for both purchased and capital
colleagues have been engaged in 11 group sponsored local initiatives, with €55 goods have GHG emissions associated with their services, which form part
thousand of group investment deployed alongside €12.5 thousand of colleague of the group’s scope 3 emissions. Much of this is technology related
fundraising. We aim to build on this momentum in 2024 to further step up CSR procurement, linked to the supply of hardware and software needed to
engagement. complete and support client work.
iii. Employee commuting - TMF Group has many employees who commute to
Finally, 2023 saw the formalisation of the TMF Foundation. The group have a city-based offices for most of their working days. Typical commuting
history of using our international reach to support colleagues and their families methods vary by location but collectively make a significant contribution to
in times of need (e.g. warfare, natural disasters, pandemics). TMF Foundation scope 3 emissions.
formalises this support mechanism with clear governance and ring-fenced iv. Purchased energy - Of the emissions the group directly controls (Scope 1
funding. The first claims on this fund were approved in the second half of 2023. and 2), energy purchased for heating, cooling, and supply of electricity to
offices is the most material. Control over energy provision varies across the
Climate Impact Report business based on local availability and the nature of office leases.

TMF Group is committed to limiting the carbon impact of its services, by taking In 2024 the business aims to introduce a series of initiatives to reduce the
responsible steps to mitigate the risk of climate change. carbon impact of TMF Group services from these activities. The group is also
actively working on implementing a robust carbon reporting system to ensure
full GHG disclosures can be provided in future sustainability reports and is
exploring the commitments it can make to formalise its decarbonisation
journey.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 49

Risk management
TMF Group business is subject to risks and uncertainties both as a firm in our
own right and as a partner to our clients in providing them with critical services
within local rules and regulations. Our ability to provide clients with reliable
services, safe from regulatory concerns, fraud, cyber-attack and other potential
impacts is inherent to our reputation and proposition. So we see risk
management as an integral part of our governance and client delivery and the
most important thing for us to get right. It is a pillar in our One TMF framework
and occupies a key part of our management agenda.

Our aim is not to eliminate risk, but to prevent and control risk by taking
informed decisions. We manage risk following the standard three lines of our
defence model; Business, which consists out of the business owners who are
owning the risk, Group Functions, which oversee and specialise in risk
management and Internal Audit Function, providing independent assessment.
We also manage risk in an ERM (Enterprise Risk Management) framework to
provide structure and focus. Regardless of these technical approaches to risk
management, we believe that flawless risk management ultimately stems from
leadership signalling that it matters. We therefore set a strong tone from the top
at TMF Group, with regular discussion and challenge on risk in our staff
communication, training, as well as management and board review sessions.

The risks that have the greatest potential impact on TMF Group are referred to
as the ‘principal risks’. They have the potential to have a material adverse
impact on our business, whether financial or reputational. The principal risks
TMF Group currently recognises and is acting on are listed below, along with our
actions to mitigate them. They are categorised as strategic, operational and
financial and listed in that order.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 50

Attract and retain talent (strategic) Acquire or integrate new businesses

Risk description (strategic)
TMF Group is dependent on its ability to retain and attract the key people it Risk description
needs to execute its strategy.
Since TMF Group's formation in 1988, we have grown significantly through
A higher turnover rate among employees could potentially increase recruitment acquisitions. Going forward, acquisitions will continue to be a driver of growth
and training costs and could materially adversely impact the quality of services as we find businesses that add to our client capability and fit our strategy and
TMF Group provides to its clients. At the most basic level, high staff turnover culture. Potential uncertainties in the availability of appropriate targets and their
leads to poorer client service as well as weaker compliance with core successful integration into the organisation could mean TMF Group is unable to
procedures such as documentation and filing. acquire businesses to achieve the inorganic growth component of strategic
objectives. More likely, poor experience with candidate firm selection or
Controls and mitigations integration could undermine our investors’ confidence in our ability to acquire
successfully.
TMF Group has made colleague engagement a KPI for its One TMF programme.
That has ensured that we offer a competitive employee value proposition, but Controls and mitigations
also that we invest in colleagues from their onboarding into TMF Group on to
their performance management and personal development with us. We operate TMF Group has a merger and acquisition team that possesses significant
with the support of regional delivery centres (RDCs) to provide scaled, stable experience to scan the market for potential acquisition candidates and manage
support for local teams that are often staffed by fewer people in highly mobile the M&A process. TMF Group also has an integration team in place to integrate
labour markets where all competitors suffer from elevated turnover. new acquisitions in the business. We select businesses with great care for their
cultural fit with TMF Group and make sure that we are only acquiring in parts of
TMF Group that are well positioned to support their integration.

In 2023, TMF Group integrated the 7 acquisitions closed in 2023, two of which
have been finalised before 31 March 2023. That included the acquisitions in
EMEA (Goodbody Fund Management Ireland, Avanzia Taxand Malta, Premier
Greece and Contexpert Romania), APAC (Sino Corporate Services Group Hong
Kong and China and KPK India) and Americas (Partners Admin United States of
America).
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 51

Changing market dynamics and regulation Onboarding and monitoring of our

(strategic) portfolio of clients (strategic)
Risk description Risk description
Significant changes in TMF Group's competitive business environment and TMF Group’s ability to service clients is dependent on its compliance with local
uncertainties in the regulatory environment, legislative or market changes and laws, regulations, international recommendation and sanctions. A breach of this
TMF Group's potential inability to successfully develop and market new regulatory framework could expose TMF Group to a significant financial loss,
products, could challenge delivery and may have a material adverse effect on regulatory or legal sanctions (including potential loss of license to operate) and
TMF Group business. More fundamentally, TMF Group provides a number of reputation damage.
services that are regulated in particular jurisdictions and require licences to
operate. A regulatory sanction or loss of licence could have a significant Controls and mitigations
financial and reputational impact.
TMF Group has a robust regulatory compliance framework composed of
Controls and mitigations Policies and Procedures including KYC and AML/FT requirements which are
enhanced on a regular basis to adapt with the regulatory environment changes.
TMF Group has dedicated specialised teams that closely monitor, track and When specific local laws in location where TMF Group operates imposed
analyse developments of the regulatory and competitive landscape to identify specific requirements those requirements are integrated in the policies and
new threats and ensure pro-active development of opportunities. These procedures for that specific location. TMF Group maintains ongoing screening
changes matter to our own compliance with relevant regulation, but also to our of its portfolio of clients and reassessment of the clients mandates on a Risk
ability to help clients stay compliant. We operate an AI tool that scans relevant Based Approach. All staff and third parties, including subcontractors and joint
global regulation changes as an enhancement to our client offering and as a ventures where TMF Group has operational control, are required to operate in
help to our own management of this risk. accordance with TMF Group’s regulatory compliance framework. Global
communication and mandatory training programs are in place to increase
We manage risk through our three lines of defence starting with practices and compliance awareness.
markets to do things in the right way and where necessary lead remedial work
to correct things. We are continually investing in our risk management
infrastructure including our global KYC function, ISO/ISAE quality certification
and compliance monitoring.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 52

Compliance with laws and regulations Satisfy client requirements (operational)

(operational) Risk description
Risk description TMF Group's revenue and revenue growth are dependent on its ability to serve
clients. Within that broad requirement, we rely on client renewal and expansion
TMF Group operates a in global market constantly influenced by changes in
which in turn are driven by their satisfaction with our service. As such, we are
laws and regulations. These changes may have significant impact on TMF
exposed to any service deterioration that may impact our reputation with a
Group's business and products and bring uncertainties to existing and
particular client or more widely in our client community.
prospective clients. Non-compliance with changes to laws and regulations may
result in reputation damage, criticism, fines, disputes and litigation. Controls and mitigations
Controls and mitigations TMF Group has a diversified client base, with limited revenue concentration (our
largest client represents just 2.3% of group revenue). Nevertheless, we have
TMF Group has a Group Risk and Compliance Function and a Global Legal
made client care our first group value and treat our service of existing clients as
Function with dedicated risk & compliance and legal specialists that monitor,
the foundation for our growth. As such, we set a strong emphasis on client care
track and analyse developments of the regulatory landscape closely to identify
in all our communication and in particular the need for prompt, corrective action
changes. New laws and regulations, or changes therein and their impact on
at any point that a client issue may arise. We measure client satisfaction
TMF Group operations are pro-actively shared, included in policies and
periodically (NPS metrics) and have implemented an event-driven system for
procedures and in (compulsory) training programs. Where and when required,
monitoring client satisfaction and service quality. We have also created a
TMF Group's processes, services, products and business are reviewed and
specialized set of Client Service Directors and Managers for our largest and
adjusted for compliance with laws and regulations. TMF Group companies will
most complex relationships to ensure flawless co-ordination and day-to-day
comply with the higher of local regulatory/legislative requirements or TMF
delivery.
Group compliance policies.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 53

Trade protectionism/geopolitical factors (operational)

Risk description
TMF Group is subject to political and legal dynamics in the countries in which it
operates. As a broad rule, TMF Group performance is typically not affected by
macro-economic or geopolitical factors given the critical, recurring nature of
services we provide. Also most of our clients are already established in the
countries where they seek our help and are aware of protectionism and
geopolitical risk. Indeed, increasing complexity can increase demand for our
services as it adds to the burden of operating compliantly in a given jurisdiction.

Regardless, increasing protectionism and geopolitical uncertainties in key

markets for TMF Group may depress macro-economic performance (GDP
growth), impacting client levels of business activity and investment in those
locations. Part of our purpose is to help ‘make a complex world simple’ and we
seek to play our modest part in encouraging simpler, more aligned rules for
doing business.

Controls and mitigations

TMF Group monitors its competitive landscape, identifying new threats and
opportunities, including changes to the macro-economic, regulatory or political
environment which could potentially affect TMF Group's performance. We also
encourage companies operating in such jurisdictions to have simple, effective
rules for doing business. We publish our annual Global Business Complexity
Index (GBCI) which ranks significant number of jurisdictions on their ease of
doing business across employment, legal and fiscal rules, available in several
languages. We use it as a platform to encourage governments to take action to
improve their ranking.

The impact of geopolitical factors on TMF Group's operations in 2023 was

limited.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 54

Our digital strategy and investments bring together transformative and

Technology innovation risk (operational) disruptive technology capabilities to create new digital delivery models, enhance
client experience and provide our clients with valuable insights as they run their
Risk description business or investments around the world. A key part of this digital journey is
our next generation digital client platform, TMF KRAIOS – which is transforming
The technological environment in which TMF Group services are delivered
the way our Accounting, Tax, Company Secretarial, Entity Management and
continues to change rapidly. That ranges from new platforms with enhanced
Fund Administration clients engage and interact with our teams and suite of
functionality, new tools for digitising and automating previously manual
services, wherever they are on their journey with us. As well as this, more than
processes and more radical innovation using artificial intelligence (AI)
3,000 entities and 100,000 client employee users are on Horizon, our
technology. TMF Group continues to adopt this technology, because we
comprehensive portal providing HR administration and Payroll services.
recognise the risk that we do not adopt it fast enough or that modern
technologies reduce the value in our historic business model of expert-driven
presence on the ground, making us a simple transaction processor with equal
impact on our margins.

Controls and mitigations

TMF Group’s digital strategy brings together transformative and disruptive
technology capabilities to create new digital delivery models, enhance client
experience and provide our clients with valuable insights as they run their
business or investments around the world.

We continue to focus on developing and investing in the best technologies to

serve our clients, including evolving our use of technology to help clients with
data insights that add value beyond the core service of managing their
processes compliantly. In 2023, the total amount from investments that went
live during the year about investment in software, licenses and equipment was
€57 million (2022: €32 million).

As we continue to digitise our delivery model, a core aim of our Market Delivery
teams is to create more ability for colleagues to focus on quality and flawless
service to clients. In support of this and as of the end of 2023, we now have
1,800 processes (or sub-processes) automated totalling over 48,000 of hours of
reduction of manual work.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 55

Information Security Management Reliance on third parties (operational)

(operational) Risk description
Risk description TMF Group works with and relies on third party sub-contractors (typically, where
TMF Group enters into master service agreements to provide client service in
TMF Group may be the target of attempts to gain unauthorised access to its IT
jurisdictions where TMF Group does not have presence). Potential failure of a
systems, data and funds. The nature and size of the significant inherent
third party including joint ventures and suppliers, to deliver services to
information security risks that the industry faces may result in loss of or
agreed specification could lead to TMF Group's inability to fulfil client
unauthorised use of sensitive and confidential information. Cyber attacks in
requirements, resulting in penalties, loss of client contracts and reputational
general have been increasing over the last years, further accelerated over the
damage.
past years of disruption and homeworking. At the same time, regulations such
as GDPR are clear about the sanctions attached to data breach and misuse. Controls and mitigations
Controls and mitigations TMF Group performs due diligence on all potential partners prior to contracting
to ensure robust financial and operational resilience and their alignment with
TMF Group has a continually improving IT security and data protection
TMF Group standards.
framework in place to mitigate the evolving threats in information and cyber
security, safeguard our critical assets, and maintain the trust of our
stakeholders. We remain committed to continually enhancing our security
posture to address emerging threats and ensure the resilience of our
operations. At the end of 2023, a total of 111 TMF Group offices had
successfully achieved ISO/IEC 27001:2013 accreditation, demonstrating its
adherence to the highest international standards of data security and
information security management. All staff in TMF Group are required to
complete annual awareness training programmes. TMF Group implemented a
strong communication within the organisation about Information Security and
Data Protection. We recognise that cyber security is an arms race against
criminal actors and is therefore never done. As such, we do regular monitoring,
risk enhancements and auditing in alignment with Risk & Compliance, data
privacy and legal experts, to help the organisation stay ahead in that race. We
also follow strict procedures around payments to minimise the chance
of a successful fraud.
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Exchange control restrictions (financial) Foreign currency exchange risk (financial)

Risk description Risk description
Exchange control restrictions or other restrictions regarding the repatriation of TMF Group operates internationally and is exposed to foreign exchange risk
funds from certain countries in which TMF Group operates including regulatory arising from various currency exposures, primarily with respect to the US Dollar
capital restrictions could hinder our ability to make foreign investments and and related currencies. In several markets client contracts are denominated in
procure foreign denominated financing. Euros or US Dollars although this is not the functional currency in these
markets. Foreign exchange risk arises from future commercial transactions,
Controls and mitigations recognised assets and liabilities and investments in foreign operations.

TMF Group regularly repatriates cash to avoid high cash balances accumulating Controls and mitigations
in local offices. With the exception of Russia and in respect of international
sanctions, TMF Group currently does not face any restrictions to repatriate cash Currency exposure arising from the net assets of TMF Group's foreign
from local offices, albeit that certain countries only permit a delayed repatriation operations is managed primarily through limiting the net assets in foreign
via dividends. The Group is required to maintain a specified level of local operations to the extent possible. Furthermore, TMF Group aims as much as
liquidity in certain of the jurisdictions in which it is regulated, which amounted to possible to invoice revenue in local currency to align with the cost base. No
€2.8 million (2022: €1.9 million) across all jurisdictions as at 31 December further hedging of foreign exchange risk takes places. As at 31 December 2023,
2023. if Euro had strengthened by 5% against the US Dollar with all variables held
constant, net result would have been €4.7 million (2022: €4.4 million) lower.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 57

Interest rate risk (financial) Accounting estimate risk (financial)

Risk description Risk description
Interest rate risk is the risk that unexpected interest rate changes negatively TMF Group makes estimates and assumptions for the future. The resulting
affect TMF Group's results, cash flows and equity. accounting estimates will, by definition, rarely equal the related actual results.
The critical accounting estimates and assumptions that may affect reported
Controls and mitigations amounts of assets, liabilities income and expenses within the next financial year
are:
It is part of TMF Group policy to mitigate the effects of interest rate volatility on
its results, cash flows and balance sheet within certain boundaries. TMF Group • valuation of intangible assets in relation to acquisition of TMF Sapphire
interest rate risk mainly arises from long-term borrowings. At 31 December Topco B.V. (purchase price allocation),
2023, the interest on the external borrowings in EUR is hedged for 84% (2022: • impairment of goodwill,
70%) and on external borrowings in USD for 70% (2022: no USD borrowings). • recognition of and measurements of provisions and contingencies.
The remainder of the interest is variable and linked to Euribor and USD TERM
SOFR CME. Controls and mitigations
At 31 December 2023, if market interest rates had been 100 basis points higher TMF Group has an experienced group finance team reporting to the Chief
with all other variables held constant, then the net result would have been €4.0 Financial Officer. This team is primarily responsible for proposing material
million lower (2022: €2.1 million) and if market interest rates had been 100 accounting estimates approved by the audit committee. TMF Group uses input
basis points lower with all other variables held constant, then the net result from other departments where required. TMF Group has summarised
would have been €5.1 million higher (2022: €0.9 million). accounting policies as part of a Digital Accounting Manual and has an
experienced Manager Technical Accounting.

Estimates and underlying assumptions are reviewed on an ongoing basis and

represent best estimate by the management.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 58

Data privacy (legal and compliance) Compliance (legal and compliance)

Risk description Risk description
The non respect of Data Privacy regulations, a data breach, could expose TMF Unethical and/or fraudulent activities perpetrated by our employees, our clients
Group to significant financial loss, regulatory or legal sanctions (including or third parties, could expose TMF Group to significant financial loss, regulatory
potential loss of license to operate) and reputation damage. or legal sanctions (including potential loss of license to operate) and reputation
damage.
Controls and mitigations
Controls and mitigations
TMF Group has a robust data protection compliance framework, with
overarching Binding Corporate Rules. All staff and third parties, including TMF Group has a robust regulatory and operational control framework, with an
subcontractors and joint ventures where TMF Group has operational control, are overarching Code of Conduct. TMF Group maintains a ‘zero tolerance’ regime
required to operate in accordance with TMF Group's Binding Corporate Rules for any employee who knowingly breaches any laws or regulations, with all
under the TMF Group Supplier Code of Conduct. Global communication and such actions reported to the Management Board, and potentially resulting in
mandatory training programs are in place to increase compliance disciplinary action up to and including dismissal. All staff and third parties,
awareness. Global data protection compliance is managed centrally by the including subcontractors and joint ventures where TMF Group has operational
Global Head of Risk and Compliance and the Group Privacy Office, together with control, are required to operate in accordance with TMF Group's Code of
a network of data protection experts, compliance experts and legal counsels in Conduct respectively TMF Group Supplier Code of Conduct. Global
markets TMF Group operates in. Adherence to Binding Corporate Rules is communication and mandatory training programs are in place to increase
audited on regular intervals by an independent Internal Audit function. compliance awareness.

TMF Group companies will comply with the higher of local regulatory/legislative
requirements or TMF Group compliance policies.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 59

Legal claims (legal and compliance)

Risk description
Current, potential and pending legal or administrative proceedings may
adversely affect TMF Group. Such proceedings may be initiated or are to be
initiated against TMF Group and any resulting judgement, settlements and
orders are rendered by competent authorities and may increase during periods
of economic downturn.

Controls and mitigations

TMF Group has a Global Legal function with experienced legal counsels, both
centrally (at a group level) and at a market level, that work together and connect
on the management of this risk. TMF Group has compliance and operating
policies and client acceptance procedures, as well as strict contracting
procedures in place to limit possible exposure when accepting clients.
TMF Group has strict reporting and management policies and procedures in
place. Claims & litigations are managed centrally by the Global Head Claims &
Litigation within the Group Legal team, in conjunction with market legal
counsels, external counsels and other relevant stakeholders. Every case is
reviewed and evaluated and – if necessary – provided for. TMF Group
maintains appropriate insurance.
 Financial
statements
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 61

Financial statements
TMF Group Holding B.V.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 62

Consolidated statement of profit or loss

In millions of Euro Note 2023 2022

Total revenue 5 623.5 -

Employee benefit expenses 6 (368.1) -
Office expenses 7 (29.0) -
Professional fees 8 (34.9) (0.7)
Other expenses 9 (23.5) -
Depreciation, amortisation and impairment charges 16/17/18 (99.9) -
Operating result 68.1 (0.7)
Finance income 1.9 -
Finance expenses (105.8) -
Net foreign exchange gain/(loss) (1.4) -
Net finance costs 10 (105.3) -
Other gains / losses 11 (0.5) -
Result before income tax (37.7) (0.7)
Income tax expense 12 (18.1) -
Result for the period (55.8) (0.7)
Attributable to:
Owners of the parents (56.3) (0.7)
Non-controlling interests 14 0.5 -
Result for the period (55.8) (0.7)
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 63

Consolidated statement of
comprehensive income
In millions of Euro Note 2023 2022

Result for the year (55.8) -

Acquired in business combination 2.0 -
Remeasurements of post-employment benefit obligations 29 (0.2) -
Total items that will not be reclassified to income statement (0.2) -
Foreign currency translation differences for foreign operations (28.1) -
Cash flow hedge - Costs of hedging reserve 1.1 -
Total items that may be reclassified subsequently to income statement (27.0) -
Other comprehensive result for the year, net of tax (27.2) -
Comprehensive result for the year (81.0) -
Attributable to: -
Owners of the parent (81.5) -
Non-controlling interest 14 0.5 -
Total comprehensive result for the year (81.0) -
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 64

Consolidated statement of financial

position
In millions of Euro Note 31 December 2023 31 December 2022

Assets
Intangible assets 16 3,115.5 -
Property, plant and equipment 17 20.3 -
Right-of-use of assets 18 115.2 -
Financial assets 19 13.6 -
Derivative financial instruments 19 2.0 -
Contract assets 20 9.2 -
Deferred tax assets 13 - -
Total non-current assets 3,275.8 -

Trade receivables and Unbilled services 21 165.4 -

Other receivables 22 43.7 -
Contract assets 20 7.9 -
Financial assets 19 5.4 -
Derivative financial instruments 19 2.1 -
Income tax receivable 5.9 -
Cash and cash equivalents 23 356.0 -
Total current assets 586.4 -

TOTAL ASSETS 3,862.2 -

HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 65

In millions of Euro Note 31 December 2023 31 December 2022

Equity
Share capital 24 45.8 -
Share premium 1,702.0 -
Other reserves 26 (27.0) -
Retained earnings (55.2) (0.7)
Total equity attributable to owners of the parent 1,665.6 (0.7)

Non-controlling interest 14 13.8 -

Total equity 1,679.4 (0.7)

Liabilities
Loans and borrowings 27 1,394.1 -
Derivative financial instruments 19 2.5 -
Provisions 28 7.5 -
Retirement benefit obligations 29 0.6 -
Trade and other payables 30 4.7 -
Deferred tax liabilities 13 238.2 -
Total non-current liabilities 1,647.7 -
Loans and borrowings 27 352.7 0.5
Provisions 28 6.0 -
Trade and other payables 30 164.3 0.2
Income tax liabilities 12.1 -
Total current liabilities 535.1 0.7
Total liabilities 2,182.8 0.7
TOTAL EQUITY AND LIABILITIES 3,862.2 -
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 66

Consolidated statement of changes in

equity
Attributable to owners
of the parent
Non-controlling
In millions of Euro Share capital Share premium Other reserves Accumulated losses Total interest Total equity

Balance at 13 June 2022 0 - - - - - -

Result for the year - - - (0.7) (0.7) - (0.7)
Other comprehensive income
Total other comprehensive income 0 - - - - - -
Total comprehensive income - - - (0.7) (0.7) - (0.7)

Transactions with owners

Total transactions with owners, recognised directly in
- - - - - - -
equity

- -

Balance at 31 December 2022 0 - - (0.7) (0.7) - (0.7)

HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 67

Attributable to owners
of the parent
Non-controlling
In millions of Euro Share capital Share premium Other reserves Accumulated losses Total interest Total equity

Balance at 1 January 2023 0 - - (0.7) (0.7) - (0.7)

Acquired in business combination - - - 2.0 2.0 14.4 16.4
Result for the year - - - (56.3) (56.3) 0.5 (55.8)
Other comprehensive income
Remeasurement IAS19 - - (0.2) (0.2) - (0.2)
Cash flow hedge - Costs of hedging reserve - - 1.1 - 1.1 - 1.1
Translation movements - - (28.1) - (28.1) - (28.1)
Total other comprehensive income - - (27.0) (0.2) (27.2) - (27.2)
Total comprehensive income - - (27.0) (54.5) (81.5) 14.9 (66.6)

Transactions with owners

Shares issued 45.8 1,703.0 - - 1,748.8 - 1,748.8
Share based payments - (1.0) - - (1.0) - (1.0)
Transfer to/(from) accumulated losses - - - - - - -
Dividend non-controlling interest - - - - - (1.1) (1.1)
Total transactions with owners, recognised directly in
45.8 1,702.0 - - 1,747.8 (1.1) 1,746.7
equity
Balance at 31 December 2023 45.8 1,702.0 (27.0) (55.2) 1,665.6 13.8 1,679.4
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 68

Consolidated statement of cash flow

Note 2023 2022

Operating activities
Result before income tax (37.7) (0.7)
Adjustments to reconcile profit before tax to net cash flows
Amortisation/impairment 16 64.4 -
Depreciation/impairment 17/18 35.5 -
Other losses 11 0.5 -
Provisions and employee benefit expenses 6/28 2.6 -
Finance income and expenses 10 103.9 -
Changes in foreign currency (excluding movement in currency translation reserve) 10 1.4 -

Working capital adjustments

Financial assets 19 0.5 -
Trade receivables and Unbilled services 21 43.5 -
Other receivables 22 (6.7) -
Trade and other payables 30 (69.0) 0.7
Cash generated from operations, before income tax paid 138.9 0.0

Income tax paid (27.0) -

Interest paid (69.4) -

Interest received 2.3 -

Net cash flows from operating activities 44.8 -

HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 69

Note 2023 2022

Investing activities
Acquisition of subsidiary, net of cash acquired 15 (1,715.4) -
Investment in intangible assets 16 (29.3) -
Investment in property, plant and equipment 17 (5.9) -
Net cash flows used in investing activities (1,750.6) -

Financing activities
Proceeds from issuance of shares 15 1,748.0
Proceeds from borrowings 27 161.0
Repayments of borrowings (incl. lease liability) 27/18 (69.9)
Transaction costs in relation to refinancing 27 (42.0)
Dividends paid to non-controlling interest (1.1)
Net cash flows from/ (used in) financing activities 1,796.0 -

Net movement in cash and cash equivalents 90.2 -

Cash, cash equivalents and bank overdrafts at beginning of the year 23 0.0 -
Exchange gains/(losses) on cash and cash equivalents from operations

Cash and cash equivalents at 31 December 23 90.2 0.0

HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 70

TMF Group Holding B.V. ("TMF Group") presents its cash flows from operating Cash related to business combinations is included in cash flow from operating
activities using the indirect method. TMF Group has reconciled profit before tax to activities if related to transaction costs or cash flow from investing activities if this
net cash flows from operating activities by making adjustments for amortisation relates to net cash acquired with the subsidiary.
expenses, depreciation expenses, impairment expenses, provisions and employee
benefits expenses, finance income and expenses, changes in foreign currency Following cash flows are included in the cash flow from financing activities of TMF
excluding movement in currency translation reserves and other losses. Working Group: proceeds from issuance of shares, cash payments to owners to acquire or
capital adjustments included in the statement of cash flows relate to financial redeem the entity’s shares, proceeds from borrowings, repayments of borrowings
assets, trade receivables, unbilled services, other receivables, trade payables and (including lease liability), transaction costs in relation to refinancing of loans and
other payables. dividends paid to non-controlling interest.

TMF Group has elected to classify interest received and interest paid (including In the statement of cash flows, TMF Group classifies cash payments for the
interest on lease liabilities and interest arising from revenue contracts, if there is principal portion of the lease liability within financing activities, cash payments for
any) as cash flows from operating activities. the interest portion of the lease liability as cash flows from operating activities and
short-term lease payments, payments for leases of low-value assets and variable
TMF Group has classified cash flows arising from costs incurred to obtain a lease payments not included in the measurement of the lease liability within
contract as cash flow from operating activities. Costs incurred to fulfil a contract operating activities.
that meet the criteria for capitalisation in as per IFRS 15 or are expensed as
incurred are presented as cash flows from operating activities.

TMF Group includes in the cash flow from investing activities net of cash acquired
for acquisition of subsidiary, investment in intangible assets, investment in
property, plant and equipment and disposal of intangible assets and property, plant
and equipment.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 71

Notes to the consolidated financial

statements
1. General information 2. Summary of material accounting policies

TMF Group Holding B.V. was incorporated in the Netherlands on 13 June 2022. The The principal accounting policies applied in the preparation of these consolidated
address of the registered office is at Herikerbergweg 238, 1101 CM Amsterdam, financial statements are set out below. We have consistently applied these policies
the Netherlands. The Chamber of Commerce number of TMF is 86647385. during the period, unless stated otherwise.

TMF Group Holding B.V. is the parent company of our operational entities. The 2.1 Basis of preparation
majority of the shares in TMF Group Holding B.V. are held by CVC Strategic
Opportunities Fund II ("CVC") and a wholly owned subsidiary of the Abu Dhabi The consolidated financial statements of TMF Group Holding B.V. (further "TMF
Investment Authority ("ADIA") and the remainder of the shares are held by Stichting Group") have been prepared in accordance with International Financial Reporting
Administratiekantoor Management Sapphire ("STAK"). Standards (IFRS) as adopted by the European Union.

The consolidated financial statements for the year ended 31 December 2023 of We have prepared the consolidated financial statements on the historical cost
TMF Group Holding B.V. were authorised for issue by the Board of Directors on 7 basis, except for the revaluation of certain financial assets and liabilities (including
March 2024. derivative financial instruments) measured at fair value and retirement benefit
obligations of which the plan assets are measured at fair value.

The preparation of financial statements in conformity with IFRS requires the use of
certain critical accounting estimates. It also requires management to exercise its
judgement in the process of applying TMF Group's accounting policies. The areas
involving a higher degree of judgement or complexity, or areas where assumptions
and estimates are material to the historical financial information, are disclosed in
Note 3 Material accounting judgements, estimates and assumptions.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 72

The consolidated financial statements are prepared on a going concern basis. New and revised IFRS standards in issue but not yet effective
A number of new standards are effective for annual periods beginning after 1
The consolidated financial statements are presented in euros and all values are
January 2024 and earlier application is permitted, however, TMF Group has not
rounded to the nearest hundred thousand (€000,000), except when otherwise
early adopted the new or amended standards in preparing these consolidated
indicated.
financial statements.
2.1.1 First-time adoption of IFRS
The following amended standards and interpretations, which have been endorsed
These consolidated financial statements are the first consolidated financial are not expected to have a material impact on TMF Group's consolidated
statements prepared by TMF Group in accordance with IFRS. Hence TMF Group is statements:
a first-time adopter of IFRS and applied IFRS 1 First-time Adoption of International
Financial Reporting Standards. • IFRS 17 Insurance Contracts

The Group has prepared these consolidated financial statements that comply with New standards and interpretations issued and effective from 1 January 2023
IFRS applicable as at 31 December 2023, together with the comparative period From 1 January 2023 and to the extent relevant, TMF Group has adopted all IFRS
data for the year ended 31 December 2022, as described in the summary of standards and interpretations including amendments that were in issue and
material accounting policies. In preparing the financial statements, TMF Group's effective from 1 January 2023.
opening statement of financial position was prepared as at 13 June 2022, that is
deemed to be TMF Group's date of transition to IFRS. • Definition of Accounting Estimates (Amendments to IAS 8)
• Deferred Tax related to Assets and Liabilities arising from a Single Transaction
Previously, TMF Group did not prepare any consolidated financial statements, as (Amendments to IAS 12)
permitted by Article 407, paragraph 1 Sub b, Book 2 of the Dutch Civil Code. • International Tax Reform — Pillar Two Model Rules (Amendments to IAS 12) —
Therefore, there is no reconciliation to previous GAAP consolidated financial Application of the exception and disclosure of that fact
information to be disclosed.
2.2 Consolidation and equity accounting
2.1.2 Changes in accounting policies and disclosures
We have applied the accounting policies set out below consistently to all periods Subsidiaries
presented in these consolidated financial statements. These policies have been Subsidiaries are all entities over which TMF Group Holding B.V. (further "TMF
applied consistently by all TMF Group entities. There have been no material Group") has control. TMF Group controls an entity when TMF Group is exposed to,
changes compared to the prior year, which has ended 31 December 2022. 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.

Subsidiaries are fully consolidated from the date when control is transferred to
TMF Group. They are de‑consolidated from the date that control ceases.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 73

Acquisitions of businesses are accounted for using the acquisition method. The Inter-company transactions, balances, income and expenses on transactions
consideration transferred in a business combination is measured at fair value, between TMF Group companies are eliminated. Profits and losses resulting from
which is calculated as the sum of the acquisition-date fair values of assets inter-company transactions that are recognised in assets are also eliminated.
transferred by TMF Group, liabilities incurred by TMF Group to the former owners Amounts reported by subsidiaries are based on the policies adopted by TMF
of the acquiree and the equity interest issued by TMF in exchange for control of the Group.
acquiree. For each business combination, TMF Group elects to measure the non-
controlling interests in the acquiree either at fair value or at the proportionate share Changes in ownership interests in subsidiaries without change of control
of the acquiree’s identifiable net assets. Transactions with non-controlling interest that do not result in loss of control are
accounted for as equity transactions – that is, as transactions with the owners in
Acquisition related costs are expensed as incurred and included in the statement their capacity as owners. The difference between fair value of any consideration
of comprehensive income as financial statement caption. Identifiable assets paid and the relevant share acquired of the carrying value of net assets of the
acquired and liabilities and contingent liabilities assumed in the business subsidiary is recorded in equity and attributed to the owners of TMF Group.
combination are measured initially at their fair value at the acquisition date. On an
acquisition by acquisition basis, TMF Group recognises any non-controlling interest Disposal of subsidiaries
in the acquiree either at fair value or at the non-controlling interest’s proportionate When TMF Group ceases to have control, any retained interest in the entity is
share of the acquiree’s identifiable net assets. remeasured to its fair value at the date when control is lost, with the change in
carrying amount recognised in the income statement. The fair value is the initial
Any contingent consideration to be transferred by TMF Group is recognised at fair
carrying amount for the purposes of subsequently accounting for the retained
value at the acquisition date. Subsequent changes to the fair value of the
interest as an associate, joint venture or financial asset. In addition, any amounts
contingent consideration that is deemed to be an asset or liability are recognised in
previously recognised in other comprehensive income (“OCI”) in respect of that
the income statement. When TMF Group acquires a business, it assesses the
entity are accounted for as if TMF Group had directly disposed of the related
financial assets and liabilities assumed for appropriate classification and
assets or liabilities. This may mean that amounts previously recognised in OCI are
designation in accordance with the contractual terms, economic circumstances
reclassified to the income statement.
and pertinent conditions as at the acquisition date.
2.3 Foreign currency translation
The excess of the consideration transferred, the amount of any non-controlling
interest in the acquiree and the acquisition date fair value of any previous equity Functional and presentation currency
interest in the acquiree over the fair value of the identifiable net assets acquired
Items included in the financial statements of each of TMF Group's entities are
and liabilities assumed are recorded as goodwill. If the total of the consideration
measured using the currency of the primary economic environment in which the
transferred, non‑controlling interest recognised and previously held interest
entity operates (the “functional currency”). The consolidated financial statements
measured is less than the fair value of the net assets of the subsidiary acquired in
are presented in Euros (“€”), which is TMF Group's presentation currency and all
the case of a bargain purchase, the difference is recognised directly in the income
values are rounded to the nearest hundred thousand (€000,000), unless otherwise
statement.
indicated.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 74

Transactions and balances 2.4 Fair value estimation with respect to financial instruments
Foreign currency transactions are translated into the presentation currency of
There are three valuation methods to determine the fair value of financial
TMF Group using the exchange rates prevailing at the dates of the transactions. All
instruments. The different levels have been defined as follows:
foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation of monetary assets and liabilities
• Quoted prices (unadjusted) in active markets for identical assets or liabilities
denominated in foreign currencies at year-end exchange rates are recognised in the
(Level 1)
income statement.
• Inputs other than quoted prices included within Level 1 that are observable for
the asset or liability, either directly (that is, as prices) or indirectly (that is,
TMF Group companies
derived from prices) (Level 2)
The results and financial position of all TMF Group entities that have a functional
• Inputs for the asset or liability that are not based on observable market data
currency different from the Euro are translated into Euro as follows:
(that is, unobservable inputs) (Level 3).
• Assets and liabilities for each balance sheet presented are translated at the
During the reporting period TMF Group has financial assets and financial liabilities
closing rate at the date of that balance sheet; and
that are accounted for at fair value through income statement. For other financial
• Income and expenses for each statement of profit or loss and statement of
instruments only fair value disclosures are presented. The fair value calculations
comprehensive income are translated at average exchange rates (unless this
take place on either Level 1, Level 2 or Level 3 methods.
average is not a reasonable approximation of the cumulative effect of the
rates prevailing on the transaction dates, in which case income and expenses
are translated at the rate on the dates of the transactions).
• All resulting exchange differences shall be recognised in other comprehensive
income.

On consolidation, exchange differences arising from the translation of the net

investment in foreign operations and currency effects on loans receivable which
are part of the net investment are taken to other comprehensive income. When a
foreign operation is disposed of or sold, exchange differences that were recorded
in equity are recognised in the income statement as part of the gain or loss on sale.

TMF Group has assessed and accounted for the impact of hyperinflation in hyper-
inflationary economies where it operates. Reference is made to Note 4.3 of these
Financial statements.

All amounts have been rounded to millions, unless otherwise indicated.

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3. Material accounting judgements, 4. Financial risk management

estimates and assumptions
4.1 Financial risk factors
In preparing these consolidated financial statements, management has made TMF Group's operating activities expose it to a variety of financial risks, such as
judgements and estimates that affect the application of TMF Group's accounting market risks (including foreign currency exchange risk and interest rate risk), credit
policies and the reported amounts of assets, liabilities, income and expenses. risk and liquidity risk. TMF Group's overall financial risk management programme
focuses on the unpredictability of financial markets and seeks to minimise
The results form the basis for TMF Group's assessment of the carrying amounts of
potential adverse effects on TMF Group's financial performance.
the assets and liabilities that are not readily evident from other sources. Actual
results may differ from these estimates. TMF Group's central treasury department (“TMF Group Treasury”) carries out
financial risk management under policies approved by the Management Board.
Estimates and underlying assumptions are reviewed on an ongoing basis.
TMF Group Treasury identifies, evaluates and hedges financial risks in close co-
Revisions to estimates are recognised prospectively.
operation with TMF Group's operating units. Management provides written
We have made critical accounting estimates in respect of the following items: principles for overall risk management, as well as written policies covering specific
areas such as foreign exchange risk, interest rate risk, credit risk, use of derivatives
• Valuation of intangible assets in acquisition of TMF Sapphire Topco B.V.: key and non-derivative financial instruments and investments of excess liquidity. TMF
assumptions in purchase price allocation - remaining useful life ("RUL"), royalty Group's treasury risk management policy is to reduce, where it is deemed
rate and contributory asset charges ("CACs") (note 15); appropriate to do so, fluctuations in earnings and cash flows associated with
• Impairment of goodwill: key assumptions underlying recoverable amounts of changes in interest rates, foreign currency rates and the currency exposure of
cash generation units - discount rate, EBITDA growth and perpetual growth certain investments in foreign subsidiaries.
(note 16);
• Recognition and measurement of provisions and contingencies: key 4.2 Interest rate risk
assumptions about the likelihood and magnitude of an outflow of cash (note
Interest rate risk is the risk that unexpected interest rate changes negatively affect
28 & 32).
TMF Group's results, cash flows and equity. It is TMF Group's policy to mitigate the
effects of interest rate volatility on its results, cash flows and balance sheet within
certain boundaries. TMF Group's interest rate risk mainly arises from long-term
borrowings. Borrowings issued at variable rates expose TMF Group to cash flow
interest rate risk.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 76

TMF Group analyses its interest rate exposure on a periodic basis. Based on this 4.3 Foreign currency exchange risk
analysis and in close cooperation with its advisors and banks, TMF Group
determines whether derivative financial instruments should be in place to limit the TMF Group operates internationally and is exposed to foreign exchange risk arising
interest rate risk in such a way that it has a minimum potential adverse effect on from various currency exposures, primarily with respect to the Euro and US Dollar.
the financial performance of TMF Group. In several markets client contracts are denominated in Euro or US Dollar although
this is not the functional currency in these markets. Foreign exchange risk arises
TMF Group holds derivative financial instruments to hedge its interest rate risk from future commercial transactions, recognized assets and liabilities and
exposures for which TMF Group applies hedge accounting. TMF Group has investments in foreign operations. Currently, no hedging of foreign exchange risk
following Caps: takes place.

Nomura 1 – €805 million – July 2023 – April 2025 TMF Group has certain investments in foreign operations, whose net assets are
Goldman Sachs Bank Europe SE – $280 million – October 2023 – January 2027 exposed to foreign currency translation risk. Currency exposure arising from the
Nomura 2 – €665 million– April 2025 until January 2027 net assets of TMF Group's foreign operations is managed primarily through limiting
the net assets in foreign operations to the extent possible. As such, TMF Group
The cap with Nomura 1 has a strike price of 3.0% meaning that Nomura will pay does not apply for net investment hedge accounting in its financial statements.
any EURIBOR 3 months interest rate in excess of 3.0%. The cap with Nomura 2 has TMF Group's exposure to foreign currency risk for balance sheet items held in US
a strike price of 4.25% meaning that Nomura will pay any EURIBOR 3 months Dollar in non-USD countries was as follows:
interest rate in excess of 4.25%. The cap with Goldman Sachs has a strike price of
4.75% meaning that Goldman Sachs will pay any USD TERM SOFR CME 3 months In millions of Euro 31 December 2023 31 December 2022

interest rate in excess of 4.75%. Trade receivables and Unbilled services 44.8 -
Cash and cash equivalents 17.4 -
For the applicable interest rates on loans and borrowings reference is made to note
Loans and borrowings (35.5) -
27. For the year ended 31 December 2023 and 31 December 2022, if market
interest rates had been 100 basis points higher/lower with all other variables held Trade and other payables 3.5 -
constant, then this would have the following impact: Result for the period (4.7) -

In millions of Euro 31 December 2023 31 December 2022 Other currencies on which TMF Group is exposed are GBP, CNY, BRL and SGD
-/-1% / +1% -/-1% / +1% however the currency risk for these currencies are not material. Reference is made
Result for the year 5.1/(4.0) - to note 10.
Other comprehensive income (7.8)/8.9 -
Statement of changes in equity (2.7)/4.9 -
Fair value of derivative financial instruments (7.8)/8.9 -
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 77

TMF Group has assessed the impact of hyperinflation in hyper-inflationary Credit exposures to clients, including outstanding receivables and committed
economies where it operates. The economies which are subject are Argentina, transactions, are managed on a central basis. Each local entity is responsible for
Turkey and Venezuela. The impact of hyperinflation in Venezuela is not material managing and analysing the credit risk for each of their clients in conjunction with
due to low volume of operations. The impact of hyperinflation in Argentina and the global credit control team. Approval from the Group CFO is mandatory before
Turkey is material and the financial statements are restated for the hyper- standard payment terms and delivery terms and conditions are contractually
inflationary impact for Argentina and Turkey operations. The financial statements agreed with new clients. Creditworthiness of trade receivables are monitored and
are restated for the impact of hyperinflation by applying current cost approach, concentration risks/debtor ageing is managed in order to limit exposures.
calculated by applying general price index for Argentina of 255.72 and Turkey of
146.44. TMF Group has no significant concentrations of credit risk. The maximum credit
risk exposure of TMF Group's financial assets at the end of the period is
4.4 Credit risk represented by the amounts reported under the corresponding balance sheet
headings. The impact of the assumption of the Expected Credit Loss +1% or -1%
Credit risk is the risk that counter-parties fail to meet their contractual payment will not have a material impact on the expected credit loss allowance regarding
obligations through insolvency or default as well as credit exposure to clients. Trade receivables.
TMF Group allocates each exposure to a credit risk grade based on data that is
determined to be predictive of the risk of loss (including but not limited to external TMF Group assumes that the credit risk on a financial instrument has not
ratings, audited financial statements, management accounts and cash flow increased significantly since initial recognition if the financial instrument is
projections and available press information about customers) and applying determined to have low credit risk at the reporting date.
experienced credit judgement. Credit risk grades are defined using qualitative and
quantitative factors that are indicative of the risk of default and are aligned to Details of concentration of credit risk are included in the note of trade receivables
external credit rating definitions from agencies Moody’s and Standard & Poor’s. (note 21) and financial assets (note 19).

Credit risk arising from cash and cash equivalents, derivative financial instruments 4.5 Liquidity risk
and deposits with banks and financial institutions is managed centrally. For banks
Liquidity risk is the risk that TMF Group does not have sufficient headroom (cash
and financial institutions, TMF Group's policy is that only independently rated
and cash equivalents plus committed credit lines) available to meet both TMF
parties with a minimum rating of ‘BBB’ are accepted. However, in certain
Group's day-to-day operating requirements and debt servicing obligations (interest
circumstances (e.g. due to local regulation) banks and financial institutions are
and debt repayment).
used that are not rated and/ or that do not have a minimum ‘BBB’ rating. The use of
these banks and financial institutions is kept to the minimum level possible, closely
TMF Group treasury mitigates liquidity risk by ensuring TMF Group maintains
monitored by TMF Group treasury and periodically reported to the Management
sufficient cash and marketable securities, the availability of funding from an
Board. The preferred bank for external funding and the cash pool is HSBC Bank
adequate amount of committed credit facilities and the ability to close out market
which has credit rating of ‘A1’ (Moody’s) and ‘A+’ (Standard & Poor’s).
positions.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 78

Cash flow forecasting is performed by management of the operating entities of Less than
Between Between
Over 5
In millions of Euro 1 and 2 2 and 5 Total
TMF Group. These rolling forecasts are monitored to ensure TMF Group's cash and 1 year years
years years
liquidity requirements are sufficient to meet operational needs while maintaining
At 31 December 2022
sufficient headroom on its undrawn committed borrowing facilities. This enables
Loans and borrowings (note 27) 0.5 - - - 0.5
management to monitor compliance with borrowing limits.
Trade and other payables, excluding
0.2 - - - 0.2
The table below analyses TMF Group's financial liabilities into relevant maturity deferred income (note 30)

groupings based on the period remaining to contractual maturity date. The Derivative financial instruments (note 19) - - - - -
amounts disclosed in the table are the contractual undiscounted cash flows and Total 0.7 - - - 0.7
including transaction costs. Balances due within 12 months are equal to
their carrying balances. On 17 July 2023, amendment and extension of the existing senior loan agreement
was executed resulting in principal loans Facility B1 of €955 million, Facility B2 of
TMF Group's primary sources of finance are secured bank borrowings provided by $400 million; both senior loans with maturity of May 2028 and Revolving Credit
a syndicate of banks. The senior secured bank borrowings were refinanced on 17 Facility of €181 million with maturity February 2028. The interest for Facility B1 is
May 2023. As part of the secured bank borrowings, TMF Group has a revolving 4.5% plus 3 month EURIBOR (floored at 0%). Interest for Facility B2 is 5.0% plus 3-
credit facility totalling €181 million as at 31 December 2023. As at 31 December month USD TERM SOFR CME.
2023, the total undrawn revolving credit facilities amounted to €181 million. The revolving credit facility from our primary bank consists of a €152 million facility
for cash needs of which €152 million is undrawn and a €29 million facility for bank
Between Between
Less than Over 5 guarantees of which €10 million is not used at 31 December 2023. As at 31
In millions of Euro 1 and 2 2 and 5 Total
1 year years
years years December 2023, the total undrawn borrowing facilities amounted to €162 million.
At 31 December 2023
Loans and borrowings (note 27) 352.7 19.2 1,374.9 - 1,746.8
Refer to disclosure note 27 Loans and borrowings for the overview.

Trade and other payables, excluding

133.4 - - - 133.4 4.6 Capital risk management
deferred income (note 30)
Derivative financial instruments (note 19) 2.1 - (0.5) - 1.6 TMF Group's objectives when managing capital are to ensure TMF Group's ability
Total 488.2 19.2 1,374.4 - 1,881.8 to continue as a going concern in order to provide returns to shareholders, benefits
to other stakeholders and to maintain an optimal capital structure to reduce the
cost of capital. TMF Group's loans and borrowings are considered as the most
important items from a capital management perspective.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 79

TMF Group is highly leveraged and management focus is on cash generation. An

important KPI used in this respect is the cash flow conversion ratio, which is the
percentage of underlying operating result (excluding depreciation, amortisation and
impairment charges) converted into cash. Cash flow conversion is calculated as
underlying operating result (excluding depreciation, amortisation and impairment
charges) plus/ minus working capital movement minus investment in and
proceeds on disposal of intangible assets and property, plant and equipment
divided by underlying operating result (excluding depreciation, amortisation and
impairment charges).

TMF Group treasury monitors cash balances on a daily basis. Appropriate action is
taken to optimise interest costs while at the same time safeguarding sufficient
liquidity. In order to further increase the efficient management of TMF Group's
interest costs and revolving credit facility drawings, TMF Group has a global cash
management system and process and continues to enhance cash management
operations. This focus should make it possible for TMF Group to pay the interest
on loans and borrowings.

The net third party debt excludes transaction costs, long-term supply
arrangements, advance client payments and deferred consideration. The liabilities
for the financial leases and lease accounting are also excluded as they are offset
with their assets.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 80

Service line information

5. Revenue
In millions of Euro 2023 2022

Accounting and tax 239.6 -

TMF Group provides services in 4 types of categories: Entity Management 224.7 -
HR and Payroll 147.6 -
• Accounting and tax - Financial administrative services for clients which
Other 11.6 -
includes: statutory bookkeeping and international management reporting
services, consolidated reporting services, assistance in preparing accounting Total revenue 623.5 -

report, accounting reconciliation, operating bank accounts, preparation of

Revenue is recognised to the extent that it is probable that the economic benefits
payment instructions, cash management and all tax compliance services;
will flow to TMF Group and the revenue can be reliably measured. We measure
• Global entity management - All legal administrative services for clients with
revenue at the fair value of the consideration received or receivable excluding
respect to representation (i.e. providing directors) and to ensure local entity is
discounts and sales taxes or duty. The amount of consideration may be less than
in compliance with local legislation. This includes: incorporation and
the price stated in the contract if the consideration is variable because TMF Group
registration, reviewing and preparation of corporate legal documents,
may offer the customer a price concession. There are no rights of return or other
maintaining the company (shareholders) register, organising of board and
variable considerations that require significant judgement in determining a
shareholder’s meetings, reporting to appropriate authorities and all other on
transaction price. Revenue is recognised in profit and loss to the part of the
demand services;
services rendered to the client during the reporting date.
• Payroll and HR - Human resources and payroll services for clients which
includes: contracts, employee relations, leave management, benefits, mobility
The following revenue recognition methods are used:
and general HR administration and processing in-country- payroll;
• Other, including consultancy solutions - A wide range of consultancy offerings • fixed fee revenue – non-time based is generally realised over the period the
and implementation services. services are delivered;
• fixed fee revenue – time based is realised based on the finalisation of a
The following table sets out TMF Group's revenue earned during 2023 and 2022.
performance obligation. This means that at the start of such a contract it is
budgeted how many hours of the total hours will be spent per performance
obligation;
• hourly based revenue – is recognised at the contractual rates as time is spent.
Only chargeable and recoverable hours are recorded as revenue;
• item based revenue – is recognised based on the number of ‘items’ in the
month and the fee per item.

For disclosure of deferred income including impact for over time recognised
revenue, reference is made to note 30: Trade and other payables.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 81

6. Employee benefit expenses The liability recognised in the balance sheet in respect of defined benefit pension
plans is the present value of the defined benefit obligation at the balance sheet
date less the fair value of plan assets. The defined benefit obligation is calculated
annually by independent actuaries using the projected unit credit method. The
TMF Group has elected to analyse the expenses recognised in profit and loss present value of the defined benefit obligation is determined by discounting the
based on nature within the Group. Expenses incurred are recognised in the profit or estimated future cash outflows using interest rates of high-quality corporate bonds
loss on a systematic basis in periods to which the benefits received relate to. Each that are denominated in Euro (or most appropriate foreign currency in case of an
material class of expenses is separately disclosed in the consolidated financial obligation in a non-Euro country) and that have terms to maturity approximating to
statements. Income and expenses are not offset unless required or permitted by an the terms of the related pension obligation.
IFRS.
Remeasurement gains or losses arising from actuarial assumptions are charged or
Pension obligations credited to equity in other comprehensive income in the period in which they arise.
TMF Group operates a number of pension schemes around the world. The Past-service costs are recognised immediately in the income statement.
schemes are generally funded through payments to insurance companies.
For defined contribution plans, TMF Group pays contributions to publicly or
TMF Group has both defined benefit and defined contribution plans. A defined
privately administered pension insurance plans on a mandatory, contractual or
contribution plan is a pension plan under which TMF Group pays fixed
voluntarily basis. TMF Group has no further payment obligations once the
contributions into a separate entity.
contributions have been paid. The contributions are recognised as an employee
TMF Group has no legal or constructive obligations to pay further contributions if benefit expense when they fall due. Prepaid contributions are recognised as an
the fund does not hold sufficient assets to pay all employees the benefits relating asset to the extent that a cash refund or a reduction in the future payments is
to employee service in the current and prior periods. A defined benefit plan is a available.
pension plan that is not a defined contribution plan.
Other long-term employee benefits
Typically, defined benefit plans define an amount of pension benefit that an Some TMF Group companies provide jubilee or anniversary payments to their
employee will receive on retirement, usually dependent on one or more factors employees. The expected costs of these benefits are accrued over the period until
such as age, years of service and compensation. the benefit is earned using the same accounting methodology as used for defined
benefit pension plans, except that remeasurements are recorded in the income
statement. These obligations are valued annually.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 82

Paid holidays are regarded as an employee benefit and as such are charged to the
income statement as the benefits are earned. An accrual is made at each balance
7. Office expenses
sheet date to reflect the present value of expected payments of holidays earned
but not yet taken.
The office expenses can be specified as follows:
Employee benefit expense is summarised as follows:
In millions of Euro 2023 2022
In millions of Euro 2023 2022
Technology expenses (15.7) -
Wages and salaries (297.9) -
Office maintenance (9.4) -
Social security costs (37.9) -
Telecom expenses (3.3) -
Pension costs – defined contribution plans (12.3) -
Other rental and office expenses (0.6) -
Other personnel costs (20.0) -
Total rental and office expenses (29.0) -
Total employee benefit expense (368.1) -

Other personnel costs relate to education expenses, commuting allowances,

recruitment costs, placement agency fees, temporary employee costs, severance
payments and management fees.

The average number of full-time equivalent employees (in continued operations)

can be specified as follows:

2023 2022

Client servicing staff (average number of

7,895 -
FTE)
Support staff (average number of FTE) 2,740 -
Average number of FTE (in continued
10,635 -
operations)
Of which working in the Netherlands 361 -
Of which working abroad 10,274 -
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 83

8. Professional fees 9. Other expenses

The professional fees can be specified as follows: The other expenses can be specified as follows:

In millions of Euro 2023 2022 In millions of Euro 2023 2022

Acquisition-related transaction costs (17.0) - Insurance (6.1) -

Subcontractor fees (8.9) - Travel expenses (4.4) -
Audit and tax fees (4.2) - Marketing and sales expenses (5.4) -
Legal fees (1.0) - Bank charges (1.1) -
Other professional fees (3.8) (0.7) Expected credit losses of trade receivables (0.8) -
Total professional fees (34.9) (0.7) Other (5.7) -
Total other expenses (23.5) -

The other amount in 2023 is related to integration cost and other selling, general
and administrative expenses.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 84

10. Net finance costs The net finance cost can be specified as follows:

In millions of Euro 2023 2022

Interest income on short-term bank deposits 1.9 -

Finance income is recognised using the effective interest method for debt Finance income 1.9 -
instruments measured subsequently at amortised cost. For financial assets, Interest secured senior bank loan (77.0) -
finance income is calculated by applying the effective interest rate to the gross
Amortisation finance fees (20.0) -
carrying amount of a financial asset, except for financial assets that have
Interest leases (6.2) -
subsequently become credit-impaired.
Interest rate hedge 7.1 -
In regards to any refinancing agreements, the assessment is made to determine Interest secured bank overdrafts (4.2) -
whether the original loans are being modified or exchanged or whether the Loss on net monetary position (IAS 29) (4.1) -
refinancing should be considered as original loans being repaid and replaced by a Other (1.4) -
new loan on market terms. The terms of exchanged or modified debt are
Finance expenses (105.8) -
considered ‘substantially different’ if the net present value of the cash flows under
the new terms (including any fees paid net of any fees received) discounted at the Net foreign exchange gain/(loss) (1.4) -

original effective interest rate is at least 10% different from the discounted present Net finance costs (105.3) -
value of the remaining cash flows of the original debt instrument. if an exchange of
debt instruments or modification of terms is substantial, it is accounted for as an The amortisation finance fees include modification loss on loan extinguishment of
extinguishment of the original debt and the recognition of new debt, IFRS 9 requires €15.4 million and amortisation of capitalised finance fees of €4.6 million. The other
any costs or fees incurred to be recognised as part of the gain or loss on the finance cost includes other bank cost such as bank guarantees and other related
extinguishment. Where the exchange or modification is not accounted for as an finance expenses.
extinguishment, any costs or fees incurred adjust the carrying amount of the
liability and are amortised over the remaining term of the modified liability.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 85

11. Other gains/(loss) 12. Income tax (expense)/benefit

In millions of Euro 2023 2022 The current income tax expense is calculated on the basis of the tax laws enacted
Other losses (0.5) - or substantively enacted at the balance sheet date in the countries where
Gain/(loss) on disposal of subsidiaries - - TMF Group operates and generates taxable income.

Total other gains/(loss) (0.5) - Management periodically evaluates positions taken in tax returns with respect to
situations in which applicable tax regulations are subject to interpretation and
establishes provisions where appropriate on the basis of amounts expected to be
paid to the tax authorities.

Income tax expense comprises current and deferred tax. Income tax expense is
recognised in the income statement except if it relates to items recognised directly
in equity. In this case it is recognised in equity, or if it relates to items recognised
directly in OCI, in which case it is recognised in OCI.

Current tax is the expected tax payable on the taxable income for the year, using
tax rates enacted or substantively enacted at the reporting date, and any
adjustments to tax payable in respect of previous years.

In millions of Euro 2023 2022

Current tax on result for the year (28.9) -

Adjustments for current tax of prior periods 0.8 -
Total current tax expense (28.1) -
Deferred income tax (note 13) 10.0 -
Total income tax expense (18.1) -
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 86

The tax on TMF Group's result before tax differs from the theoretical amount that TMF Group is a Dutch company with subsidiaries spread over the world and
would arise using the tax rates applicable in the Netherlands (25.8%) on the results subject to income tax in the Netherlands and in the countries where TMF Group
of the consolidated entities as shown below: conducts operations. As part of the normal course of business TMF Group has
uncertain tax positions and exposures resulting from interpretation of applicable
In millions of Euro 2023 2022
tax laws applied in our tax returns. If any uncertain tax positions have been
Result for the year (55.8) (0.7) assessed they are provided for under current income tax liabilities as required
Income tax expense (18.1) - under the newly adopted accounting guidance in IFRIC. The adoption did not
Result before income tax (37.7) (0.7) impact the financial position. TMF Group's transfer pricing model is consistent with
the arm’s length principle and in accordance to the OECD transfer pricing
guidelines.
Tax calculated at the Company’s domestic
9.7 -
tax rate
TMF Group has its Ultimate Parent Entity in the Netherlands, which has enacted the
Effect of tax rates in foreign jurisdictions 4.6 -
Global Minimum Tax Rules for fiscal years starting on or after 1 January 2024.
Change in tax rates (0.3) - TMF Group operates in 87 jurisdictions, including a number of jurisdictions that
Income not subject to tax 3.9 - during the year ended 31 December 2023 did not have a corporate income tax
Expenses not deductible * (35.7) - system, or had a corporate income tax system with a statutory tax rate lower than
(De)recognition of previously 15% during the year ended 31 December 2023. Since the newly enacted legislation
0.7 -
(un)recognised tax losses in the Netherlands is only applicable as of 1 January 2024, there is no current tax
Re-assessment of corporate tax previous impact for the year ended 31 December 2023.
(0.8) -
years
Furthermore, TMF Group has applied the mandatory temporary relief from deferred
Utilisation of previously unrecognised carry
0.2 - tax accounting for the impacts of the Global Minimum Tax, and accounts for it as a
forward losses
current tax when it is incurred.
Withholding tax related to taxable profit (4.2) -
Tax losses for which no deferred income tax TMF Group carried out an analysis on the impact of the Global Minimum Tax Rules,
3.8 -
asset was recognised
and if they had applied during the year ended 31 December 2023, then the profits
Tax charge (18.1) - relating to the Group’s operations in the following jurisdictions would have been
subject to Global Minimum Tax: Argentina (ETR 1%; top-up tax 545 thousand),
Weighted average effective tax rate 48.0% n.a. Ireland (ETR 11%; top-up tax 108 thousand) and United Arab Emirates (ETR 0%; top-
up tax 417 thousand)
* The non-deductible expenses mainly relate to financing costs
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 87

13. Deferred tax assets and liabilities In millions of Euro

Deferred tax assets

31 December 2023

80.2
31 December 2022

-
Netting DTA/DTL (80.2) -
Deferred tax asset - -
Deferred tax is provided in full, using the liability method, on temporary differences
Deferred tax liabilities (318.4) -
arising between the tax bases of assets and liabilities and their carrying amounts in
the consolidated financial statements. But the deferred tax is not accounted for if it Netting DTA/DTL 80.2 -
arises from initial recognition of an asset or a liability in a transaction other than a Deferred tax liability (net) (238.2) -
business combination that at the time of the transaction affects neither accounting
nor taxable income statement. Deferred tax is determined using tax rates (and The gross movement in the deferred tax account is as follows:
laws) that have been enacted or substantially enacted by the balance sheet date
In millions of Euro 31 December 2023 31 December 2022
and are expected to apply when the related deferred tax asset is realised, or the
deferred tax liability is settled. Beginning of the year - -
Acquired through business combinations
(247.3) -
Deferred tax assets are recognised to the extent that it is probable that future (note 15)
taxable profit will be available against which the temporary differences can be Exchange differences (0.9) -
utilised. Recorded in profit or loss 10.0 -

Deferred tax is provided on temporary differences arising on investments in End of the year (238.2) -

subsidiaries, except where the timing of the reversal of the temporary difference is
controlled by TMF Group and it is probable that the temporary difference will not be
reversed in the foreseeable future.

Deferred tax assets and deferred tax liabilities are offset to extent that an entity
has a legally enforceable right to set off current tax assets against current tax
liabilities and are levied by same taxation authority.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 88

The movement in deferred tax assets and liabilities during the year is as follows: Deferred tax liabilities
Property, Right of
Deferred tax assets Intangible plant and use DTA/
In millions of Euro assets Provisions equipment asset Other DTL Netting Total
Property, Right of
Intangible Tax plant and use At 1 January 2023 - - - - - - -
In millions of Euro assets losses Provisions equipment asset Other Netting Total
Acquired through
At 1 January 2023 business 320.0 1.7 0.4 - 4.7 - (59.0) 267.8
Acquired through combinations
business 47.7 26.3 2.4 0.8 - 5.3 (59.0) 23.5 Charge / credited to
combinations the income (9.2) (1.2) 0.1 2.8 - - (7.5)
Charge / credited to statement
the income - (3.8) (1.8) 2.4 1.1 (0.2) - (2.3) Exchange
statement - - - - (0.9) - - (0.9)
differences
Exchange Netting DTA/DTL - - - - - - (21.2) (21.2)
- - - - - - - -
differences
At 31 December
Netting DTA/DTL - - - - - - (21.2) (21.2) 310.8 0.5 0.4 0.1 6.6 - (80.2) 238.2
2023
At 31 December
47.7 22.5 0.6 3.2 1.1 5.1 (80.2) -
2023 The category other includes outside base difference of €2.3 million.

The deferred tax asset for tax losses is to a great extent dependent on future An overview of the non-capitalised losses and carry forward interest expenses is
taxable profits. The category Other deferred tax asset consists of a €1 million depicted below:
deferred tax asset recognised for contracts that are, or contain, a lease as per
In millions of Euro Carry-forward losses Carry-forward interest Total
requirements set out in IFRS 16 Leases.
Netherlands 77.7 145.7 223.4
Brazil 32.5 - 32.5
Curaçao 21.5 - 21.5
Switzerland 4.3 - 4.3
Singapore 3.8 - 3.8
Other 3.1 2.8 5.9
Total at 31 December 2023 142.9 148.5 291.4
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 89

The tax losses and non-deductible interest expenses available in the Netherlands
can be carried forward indefinitely, but the losses are limited to 50% of the taxable
14. Non-controlling interest
income. The losses in Brazil can be carried forward indefinitely but are limited to
30% of the taxable income. The losses in Curaçao can be carried forward for 10
years. The losses in Switzerland can be carried forward for 7 years. The losses in Non-controlling interest
Singapore can be carried forward indefinitely and are subject to a shareholding The total non-controlling interest for the year is €13.8 million. Since non-controlling
test. interest is considered not material for TMF Group no further summarised financial
information is disclosed. The shares held by third parties in Freeway Entertainment
Group and TMF Brasil Assessoria Contabil e Empresarial Ltda are non-controlling
interest entities.

Subsidiaries
For the list of the subsidiaries of TMF Group at 31 December 2023, reference is
made to the section ‘TMF Group entities’ which is included in the financial
statements. All subsidiary undertakings are included in the consolidation.

All of the subsidiaries have either operating activities in line with TMF Group's core
business or are intermediate holding and/or finance structures.
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15. Business combinations In millions of Euro Note

Fair value recognised on
acquisition

Tangible fixed assets 17 21.5

Right-of-use asset 18 102.2
General Intangible assets 16 3,122.9

Alongside TMF Group's strategies for organic growth, it is TMF Group's intention, Trade receivables 21 219.2
where appropriate, to continue to make acquisitions that provide additional scale to Allowance for expected credit losses 21 (7.6)
the business, enhance a specific service offering, assist in consolidating Other current receivables 22 47.5
fragmented markets or address relevant geographical gaps. TMF Group applies a Current income tax receivables 7.8
disciplined and rigorous approach to all acquisition evaluations. Cash and cash equivalents 54.9
Non operating assets 38.9
TMF Group determines that it has acquired a business when the acquired set of
activities and assets include an input and a substantive process that together Assets 3,607.3
significantly contribute to the ability to create outputs. The acquired process is
considered substantive if it is critical to the ability to continue producing outputs, Current income tax liabilities (17.4)
and the inputs acquired include an organised workforce with the necessary skills, Trade and other payables 30 (253.4)
knowledge, or experience to perform that process or it significantly contributes to Lease liability 16 (102.2)
the ability to continue producing outputs and is considered unique or scarce or
Deferred tax liability 13 (267.8)
cannot be replaced without significant cost, effort, or delay in the ability to continue
Loans and borrowings 27 (1,234.5)
producing outputs.
Liabilities (1,875.3)
With an effective date of 31 March 2023, Tucano Bidco B.V. (“Tucano” or
“Acquirer”) acquired 100% of the shares and voting rights in TMF Sapphire Topco Total identifiable net assets at fair value 488.7
B.V. (“TMF Group” or “Company” or “Target”), therefore acquiring control. Total Goodwill arising on acquisition 16 715.7
number of issued shares was 1,775,833,402. The fair value consideration of €1,732
Customer lists arising on acquisition 16 299.0
million was determined based on the total net asset value €488.7 million adjusted
Brand name arising on acquisition 16 373.0
for net debt position of €1,204.4 million and net non-operating assets of €38.9
million as at the valuation date. There is no deferred consideration and no Fair value of software arising on acquisition 16 13.0

contingent liabilities. Deferred tax liability arising on acquisition 13 (177.3)

Deferred tax asset arising on acquisition 16.6
The assets and liabilities arising from the acquisitions are as follows: Fair value adjustment to leases (IFRS 16) 18 3.3
Purchase consideration transferred 1,732.0
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Non-controlling interest valuation. Industry relevant factors and bench-marking analysis indicated a royalty
TMF Group has 60% controlling interest (“NCI”) in Freeway Entertainment Group, rate of 5% which was used for the valuation of the brand name. Brand name is
the remaining 40% interest is held by the management and this is accounted for as recognised with indefinite useful life. The fair value adjustment of €13 million for
NCI. The carrying value of NCI of €14.4 million acquired in business combination, software is determined using the RFR method. Acquisition related intangible assets
approximates the fair value. and deferred tax are calculated as follows:

In millions of Euro Total

Leases
TMF Group measured the acquired lease liabilities using the present value of the Purchase consideration
remaining lease payments at the date of acquisition. The right-of-use assets were Consideration paid for shares 1,732.0
measured at an amount equal to the lease liabilities and adjusted to reflect the Total purchase consideration 1,732.0
favourable terms of the lease relative to market terms. Less: fair value of net assets acquired (excluding goodwill) (488.7)
Goodwill arising on acquisition 715.7
Intangible assets
Customer lists arising on acquisition 299.0
Key separate intangibles, namely, Goodwill, Customer lists, Brand name and
Brand name arising on acquisition 373.0
Software are recognised as a result of acquisition. The goodwill of €715.7 million
comprises the value of expected synergies arising from the acquisition. Goodwill is Fair value of software arising on acquisition 13.0
allocated to the three CGUs, EMEA, Americas and APAC. The goodwill is not tax Deferred tax liability arising on acquisition (177.3)
deductible. The fair value of customer lists of €299 million is calculated using Deferred tax asset arising on acquisition 16.6
multi-period excess earnings method (“MEEM”). MEEM method calculates the net Fair value adjustment to leases (IFRS 16) 3.3
cash flows based on a detailed forecast of cash inflows and cash outflows that in
general are derived from projected financial information. Intangible assets are The impact on cash flows as a result of the acquisition is as follows:
deemed to only generate cash flows in combination with other tangible or
intangible assets, so-called contributory assets, notional payments for the In millions of Euro Total

contributory assets are taken into consideration for the determination of the Shares issued at fair value 1,748.0
relevant cash flows. Customer lists are recognised with a useful life of 15 years. Transaction costs (11.3)
Consideration transferred (1,732.0)
The charges for the economic returns are computed on the basis of the assets
utilised by the intangible asset. The resulting net cash flows are also termed multi Net cash flow on acquisitions 4.7
period excess earnings. The fair value of the brand name of €373 million is
calculated using the Relief-from-Royalty (“RFR”) method which reflects the savings Acquisition of subsidiary, net of cash acquired is €1,677.1 million, determined
realised by owning the brand or a royalty free license and was applied for the based on total consideration transferred of €1,732 million excluding cash of €54.9
million.
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Acquisition of TMF Sapphire Topco B.V. contributed to €623.5 million consolidated Greece - On 31 October 2023, TMF Group acquired full interest 100% in Premier
revenue and €68.1 million consolidated operating result. Consulting Société Anonyme Provision of Advisory Services (“Premier”), a Greek
provider of accounting, tax and payroll services. Consideration at completion
Acquisitions 2023 amounted €2.8 million. No contingent liabilities were acquired in this business
For the financial statements disclosure, acquisitions below are not considered combination. The business is expected to contribute to annualised revenue and
material for TMF Group, both individually and in the aggregate. TMF Group expects synergies in terms of client portfolio and using one global
platform.
Ireland - On 1 October 2023, TMF Group acquired full interest 100% in Goodbody
Fund Management Limited (“Goodbody”), an Ireland based real estate focused Romania - On 4 December 2023, TMF Group acquired full interest 100% in
third party management company. Consideration at completion amounted €4.5 CONTEXPERT CONSULTING SRL (“Contexpert”), a Romania-based provider of
million. No contingent liabilities were acquired in this business combination. The accounting, tax administration and payroll services. Consideration at completion
business is expected to contribute to annualised revenue and TMF Group expects amounted €6.0 million. No contingent liabilities were acquired in this business
synergies in terms of client portfolio and using one global platform. combination. The business is expected to contribute to annualised revenue and
TMF Group expects synergies in terms of client portfolio and using one global
India - On 19 July 2023, TMF Group acquired full interest 100% in KPK faServ India platform.
Private Limited (“KPK”), an Indian provider of corporate services. Consideration at
completion amounted €7.9 million. No contingent liabilities were acquired in this TMF Group's consolidated revenue for 2023 includes €12.4 million related to
business combination. The business is expected to contribute to annualised acquisitions completed in 2023 as from the effective date. The full year impact
revenue and TMF Group expects synergies in terms of client portfolio and using calculated as where these acquired per 1 April 2023 would have been €27.1 million.
one global platform. The acquisitions contributed for €3.5 million to the operating result of 2023 and
with a full year impact of €6.9 million.
Malta - On 1 December 2023, TMF Group acquired full interest 100% in AVANZIA
TAXAND LIMITED (“Avanzia”), a Maltese provider of tax administration, cosec, Upon acquisition of the business during 2023, TMF Group recognised aggregated
domiciliation, accounting and directorship services. Consideration at completion goodwill of €13.3 million and other intangible assets such as client list and
amounted €2.8 million. No contingent liabilities were acquired in this business software of €15 million. Acquisition of subsidiaries, net of cash acquired is €38.3
combination. The business is expected to contribute to annualised revenue and million.
TMF Group expects synergies in terms of client portfolio and using one global
platform.
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16. Intangible assets In millions of Euro Goodwill

Client
lists Brands Software Total

Cost

Goodwill Balance at 1 January 2023 - - - - -

Goodwill arises on the acquisition of subsidiaries and represents the excess of the Acquired through business combinations 1,689.0 1,077.0 599.6 228.9 3,594.5
consideration transferred, the amount of non-controlling interest in the acquiree Additions - - - 24.5 24.5
and the acquisition-date fair value of any previous equity interest in the acquiree Additions - internally developed - - - 4.8 4.8
over the fair value of the identifiable net assets acquired. If the total of Disposals - - - (65.1) (65.1)
consideration transferred, non-controlling interest recognised and previously held
Exchange differences (0.1) (0.3) - - (0.4)
interest measured at fair value is less than the fair value of the net assets of the
subsidiary acquired, in the case of a bargain purchase - the difference is Balance at 31 December 2023 1,688.9 1,076.7 599.6 193.1 3,558.3

recognised directly in the income statement.

Client
In millions of Euro Goodwill lists Brands Software Total
Gains and losses on the disposal of an entity or business include the carrying
Amortisation and impairment
amount of goodwill relating to the entity or business sold. Goodwill is not
amortised. Balance at 1 January 2023
Acquired through business combinations - 291.1 12.2 140.0 443.3
Client lists Amortisation for the year - 38.5 - 25.2 63.8
Client lists, including client relationships, acquired by TMF Group have finite useful Impairment - - - 0.6 0.6
lives. Client lists are acquired as part of business combinations, recognised at their Disposals - - - (65.1) (65.1)
fair value at the date of the acquisition and subsequently amortised on a straight-
Exchange differences - - - 0.2 0.2
line basis on the timing of projected cash flows of the contracts over their
estimated life time (15 years). The useful lives and the amortisation methods are Balance at 31 December 2023 - 329.6 12.2 101.0 442.8

reviewed periodically and adjusted if appropriate.

Client
In millions of Euro Goodwill lists Brands Software Total
Brands
Carrying amounts
The intangible asset relates to the ‘TMF brand’ which is acquired as part of
At 31 December 2022 - - - - -
business combinations of TMF Group Holding B.V. This brand is recognised at the
At 31 December 2023 1,688.9 747.1 587.4 92.1 3,115.5
fair value at the date of the acquisition and not amortised. TMF Group believes that
there is currently no foreseeable limit to the period over which this brand is
expected to generate net cash inflows, and therefore assessed to have an
indefinite useful life.
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Costs associated with maintaining computer software programmes are recognised Goodwill impairment reviews are undertaken annually or more frequently if events
as an expense as incurred. Development costs that are directly attributable to the or changes in circumstances indicate a potential impairment. The carrying amount
design and testing of identifiable and unique software products controlled by of goodwill is compared to the recoverable amount, which is the higher of value in
TMF Group are recognised as intangible assets when the following criteria are met: use and the fair value less costs of disposal. Any impairment is recognised
immediately as an expense and is not subsequently reversed.
• it is technically feasible to complete the software product so that it will be
available for use; Goodwill is allocated to cash-generating units for the purpose of impairment
• management intends to complete the software product and use or sell it; testing. The allocation is made to those cash-generating units or groups of cash-
• there is an ability to use or sell the software product; generating units that are expected to benefit from the business combination in
• how the software product will generate probable future economic benefits can which the goodwill arose. Goodwill is tested for impairment at the CGU level, as
be demonstrated; monitored for internal management purposes, and does not take place at a lower
• adequate technical, financial and other resources to complete the level.
development and to use or sell the software product are available; and
• the expenditure attributable to the software product during its development As at 31 December 2023, intangible assets acquired through acquisitions relate to
can be reliably measured. business combinations as outlined in Note 15.

In millions of Euro Goodwill Client lists Brands Software

Directly attributable costs that are capitalised as part of the software product
include the software development employee costs and an appropriate portion of Estimated useful right remaining
relevant overhead costs. Other development expenditures that do not meet these At 31 December 2023 n/a 15 years n/a 3-7 years
criteria are recognised as an expense as incurred. Development costs previously
recognised as an expense are not recognised as an asset in a subsequent period. The goodwill allocation per Cash Generating Unit is presented below for 2023:

Acquired computer software licences are capitalised on the basis of the costs In millions of Euro 31 December 2023 31 December 2022
incurred to acquire and bring to use the specific software. The costs are amortised EMEA 1,033.9 -
over their estimated useful lives of 3 - 7 years on a straight- line basis. The residual
APAC 395.0 -
values, the useful lives and the amortisation methods are reviewed periodically and
Americas 260.0 -
adjusted if appropriate.
Goodwill 1,688.9 -
Impairment of intangible assets
For intangible assets, TMF Group evaluates if there is an impairment indicator at
the end of the reporting period. If there is an impairment indicator, an impairment
assessment is performed.
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Goodwill impairment analysis a. Post-tax local currency discount rates have been determined by country and
TMF Group tests annually whether goodwill has suffered any impairment. The applied to the respective cash flow projections.
recoverable amount of the cash generating units (CGUs) is determined based on b. Year-on-year budgeted annual EBITDA growth for the first 5 years has been
value-in-use calculations which require the use of assumptions. The calculations based on the forecast prepared by local and group management.
use cash flow projections based on financial budgets and five-year forecasts c. Long-term growth rates (perpetual growth) have been estimated based on a
approved by management. The annual EBITDA (operating result before interest, base rate of 2.3%, increased or decreased if applicable by the inflation
taxes, depreciation and amortisation) growth for the first 5 years majorly impacts differential between the country and the Eurozone inflation (which is also
the cash flow projections and is based on past performance, management’s included in the discount rate calculations by country).
expectations and independent market research. Cash flows beyond the five-year
Goodwill was tested for impairment as at 31 December 2023 and no goodwill
period are extrapolated using an estimated perpetual growth rate. Calculating the
impairment was identified.
cash flows requires the use of judgements and estimates that have been included
in our strategic plans and long-range forecasts. In addition, judgement is required
Sensitivity analysis
to estimate the appropriate interest rate to be used to discount the future cash
Other than as disclosed below, management believes that no reasonably possible
flows.
change in any of the above key assumptions would cause the recoverable amount
Impairment tests for goodwill of any cash-generating unit to materially exceed their carrying values. The changes
in the following table to assumptions used in the impairment review would, in
Goodwill is monitored by management per Cash Generating Units for goodwill
isolation, lead to an impairment loss being recognised for the year ended 31
impairment testing purposes.
December 2023.
The recoverable amount of a Cash Generating Unit is determined based on value in
The following change or end values required for carrying value to equal recoverable
use calculations. This value in use is based on 5 years cash flows projections and
amount for 2023:
perpetual growth rates.
2023 EMEA APAC Americas
The key assumptions used are summarised in the table and notes to this table
below for 2023: Initial headroom (in millions of
73.0 197.1 62.3
Euro)
2023 EMEA APAC Americas Discount rate (change) 0.3% 1.9% 1.1%
Discount rate (a) 9.7% 9.6% 11.7% EBITDA growth (change) (0.7%) (4.4%) (2.3%)
EBITDA growth (b) 10.1% 12.6% 15.7% Perpetual growth - end value (0.4%) (2.5%) (2.0%)
Perpetual growth (c) 2.6% 2.5% 6.4%
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17. Property, plant and equipment Disposal

Gains and losses on disposals are determined by comparing the net proceeds with
the carrying amount and are recognised within ‘Other expenses’ in the income
statement.
Recognition and measurement
We measure property, plant and equipment at cost less accumulated depreciation Property, plant and equipment movement schedule
and impairment losses. Cost includes expenditures that are directly attributable to Furniture Office &
Leasehold and computer Motor
the acquisition of the asset. In millions of Euro Buildings improvements fittings equipment vehicles Total

Cost
An impairment loss is recognised for any initial or subsequent write-down of the
Balance at 1 January 2023
asset to fair value less costs to sell. A gain is recognised for any subsequent
Acquired through business
increases in fair value less costs to sell of an asset, but not in excess of any 4.5 31.3 13.3 63.8 0.5 113.4
combinations
cumulative impairment loss previously recognised. A gain or loss not previously
Additions - 2.2 0.7 2.9 0.1 5.9
recognised by the date of the sale of the non-current asset is recognised at the
Disposals - (2.0) (1.3) (6.3) (0.3) (9.9)
date of derecognition.
Exchange differences (0.1) (0.2) (0.1) (0.4) - (0.8)
Depreciation Balance at 31 December 2023 4.4 31.3 12.6 60.0 0.3 108.6

Depreciation of property, plant and equipment is calculated using the straight-line Depreciation
method to allocate their cost to their residual values over their estimated useful Balance at 1 January 2023
lives, as follows: Acquired through business
2.9 25.2 10.8 52.7 0.4 92.0
combinations
• Buildings: 30 years Depreciation for the year - 1.6 0.6 3.8 - 6.0
• Leasehold improvements: term of the lease unless the useful life is shorter Disposals - (1.9) (1.3) (6.5) (0.2) (9.9)
• Furniture and fittings: 10 years Exchange differences (0.1) 0.1 - 0.2 - 0.2
• Office and computer equipment: 5 years Balance at 31 December 2023 2.8 25.0 10.1 50.2 0.2 88.3
• Motor vehicles: 5 years Carrying amounts
At 31 December 2022 - - - - - -
The assets residual values and useful lives are reviewed, and adjusted if
appropriate, at each balance sheet date. An asset’s carrying amount is written At 31 December 2023 1.6 6.3 2.5 9.8 0.1 20.3

down immediately to its recoverable amount if the asset’s carrying amount is

greater than its estimated recoverable amount.
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18. Right-of-use of assets and lease liability The right-of-use asset is subsequently depreciated using the straight-line method
from the commencement date to the end of the lease term, unless the lease
transfers ownership of the underlying asset to TMF Group by the end of the lease
term or the cost of the right-of-use asset reflects that TMF Group will exercise a
Policy applicable as from 1 January 2019 purchase option. In that case the right-of-use asset will be depreciated over the
At inception of a contract, TMF Group assesses whether a contract is, or contains, useful life of the underlying asset, which is determined on the same basis as those
a lease. A contract is, or contains, a lease if the contract conveys the right to of property and equipment. In addition, the right-of-use asset is periodically
control the use of an identified asset for a period of time in exchange for reduced by impairment losses, if any, and adjusted for certain re-measurements of
consideration. To assess whether a contract conveys the right to control the use of the lease liability.
an identified asset, TMF Group uses the definition of a lease in IFRS 16.
The lease liability is initially measured at the present value of the lease payments
We apply this policy to contracts entered into, on or after 1 January 2019. that are not paid at the commencement date, discounted using the interest rate
implicit in the lease or, if that rate cannot be readily determined, TMF Group's
As a lessee incremental borrowing rate. The TMF Group uses its incremental borrowing rate as
At commencement or on modification of a contract that contains a lease the discount rate.
component, TMF Group allocates the consideration in the contract to each lease
TMF Group determines its incremental borrowing rate by obtaining interest rates
component on the basis of its relative stand-alone prices.
from various external financing sources and makes certain adjustments to reflect
TMF Group recognises a right-of-use asset and a lease liability at the lease the terms of the lease.
commencement date. The right-of-use asset is included in the financial statement
Lease payments included in the measurement of the lease liability comprise the
line item: Right-of-use asset as a non-current asset. The lease liability is included in
following:
the financial statements line item; Lease Liability short term and long term. The
right-of-use asset is initially measured at cost, which comprises the initial amount • fixed payments, including in-substance fixed payments;
of the lease liability adjusted for any lease payments made at or before the • variable lease payments that depend on an index or a rate, initially measured
commencement date, plus any initial direct costs incurred and an estimate of costs using the index or rate as at the commencement date;
to dismantle and remove the underlying asset or to restore the underlying asset or • amounts expected to be payable under a residual value guarantee;
the site on which it is located, less any lease incentives received. • the exercise price under a purchase option that TMF Group is reasonably
certain to exercise, lease payments in an optional renewal period if TMF Group
is reasonably certain to exercise an extension option, and penalties for early
termination of a lease unless TMF Group is reasonably certain not to terminate
early.
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The lease liability is measured at the present value of the future lease payments. As a lessor
The key inputs to this calculation are the lease term, the lease payments to be At inception or on modification of a contract that contains a lease component,
included and the discount rate. It is remeasured when there is a change in future TMF Group allocates the consideration in the contract to each lease component on
lease payments arising from a change in an index or rate, if there is a change in the basis of their relative stand-alone prices. When TMF Group acts as a lessor, it
TMF Group's estimate of the amount expected to be payable under a residual value determines at lease inception whether each lease is a finance lease or an operating
guarantee, if TMF Group changes its assessment of whether it will exercise a lease.
purchase, extension or termination option or if there is a revised in-substance fixed
lease payment. To classify each lease, TMF Group makes an overall assessment of whether the
lease transfers substantially all of the risks and rewards incidental to ownership of
When the lease liability is remeasured in this way, a corresponding adjustment is the underlying asset. If this is the case, then the lease is a finance lease; if not, then
made to the carrying amount of the right-of-use asset or is recorded in the income it is an operating lease. As part of this assessment, TMF Group considers certain
statement if the carrying amount of the right-of-use asset has been reduced to indicators such as whether the lease is for the major part of the economic life of
zero. the asset.

As a practical expedient, TMF Group elects, by class of underlying asset, not to When TMF Group is an intermediate lessor, it accounts for its interests in the head
separate non-lease components from lease components, and instead account for lease and the sub-lease separately. It assesses the lease classification of a sub-
each lease component and any associated non- lease components as a single lease with reference to the right-of-use asset arising from the head lease, not with
lease component. reference to the underlying asset. If a head lease is a short-term lease to which
TMF Group applies the exemption described above, then it classifies the sub-lease
A non-lease component that is fixed or varies depending on an index or rate can be
as an operating lease.
included in the lease liability calculation, such as common area maintenance or
fixed building management fees. A non-lease component that is variable payment If an arrangement contains lease and non-lease components, then TMF Group
depending on usage can’t be included in the lease liability calculation, such as applies IFRS 15 to allocate the consideration in the contract.
water usage.
TMF Group applies the derecognition and impairment requirements in IFRS 9 to the
TMF Group will account for the short-term leases for all classes of underlying net investment in the lease. TMF Group further regularly reviews estimated
assets with a lease term less than 12 months. The lease term is determined unguaranteed residual values used in calculating the gross investment in the lease.
including considering the renewal or termination options if applicable. TMF Group
will account for low value leases on a lease-by-lease basis. TMF Group recognises lease payments received under operating leases as income
on a straight-line basis over the lease term as part of ‘other revenue’.

Generally, the accounting policies applicable to TMF Group as a lessor in the

comparative period were not different from IFRS 16.
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Nature of TMF Group's leasing activities Right-of-use assets

TMF Group leases buildings, vehicles and other leases, which are necessary for the Breakdown of the movements of the right-of-use assets is as follows.
Company to operate. With regards to the assets leased by TMF Group, there are no
Lease
restrictions or covenants imposed in any of the lease contracts. In millions of Euro buildings Lease vehicles Other leases Total

Lease liability Cost

Breakdown of movements in the lease liability is as follows: Balance at 13 June 2022

Balance at 1 January 2023
In millions of Euro 2023 2022 Acquired through business
73.3 1.4 37.5 112.2
Opening balance combinations

Acquired through business combinations 113.3 - Additions 28.7 0.3 1.8 30.8

Finance charge 6.8 - Disposals (3.9) (0.1) (0.1) (4.1)

Additions 30.4 - Other movements 3.4 0.1 0.8 4.3

Disposal (1.0) - Exchange differences (1.4) - (0.1) (1.5)

Lease payments (32.3) - Balance at 31 December 2023 100.1 1.7 39.9 141.7

Other movements 4.3 - Depreciation

FX, revaluation and rent concession (1.5) - Balance at 13 June 2022
Closing balance 120.0 - Balance at 1 January 2023
Acquired through business
- - - -
The lease liability is recorded in the loans and borrowings. combinations
Depreciation for the year 21.0 0.7 7.8 29.5
Disposals (2.6) (0.1) (0.1) (2.8)
Other movements - - - -
Exchange differences (0.2) - - (0.2)
Balance at 31 December 2023 18.2 0.6 7.7 26.5
Carrying amounts
At 31 December 2022 - - - -
At 31 December 2023 81.9 1.1 32.2 115.2
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19. Financial assets and derivative financial The maximum exposure to credit risk at the reporting date is the carrying value of
each class of financial assets disclosed further in this note.
liabilities
Financial assets at fair value through income statement
Financial assets at fair value through income statement (equity instruments)
include investments in non‑listed equity shares. TMF Group holds non-controlling
Financial assets
interest (between 2% and 10%) in these companies. Financial assets carried at fair
TMF Group classifies its financial assets in the following categories: financial value through income statement are initially recognised at fair value and
assets at amortised cost (loans and receivables) and fair value through income transaction costs are expensed in the income statement. These assets are
statement (equity instruments). The classification is determined based on TMF subsequently carried at fair value.
Group's business model for managing financial assets and contractual cash flow
characteristics of the financial assets. Management determines the classification Gains or losses arising from changes in the fair value of the ‘financial assets at fair
of its financial assets at initial recognition. value through income statement’ category are presented in the income statement
in the period in which they arise.
Financial assets at amortised cost
Loans and receivables are financial assets measured at amortised cost. Financial These assets are derecognised when the rights to receive cash flows from the
assets measured at amortised cost are initially measured at their fair value with investments have expired or have been transferred and TMF Group has transferred
transaction costs that are deducted from the fair value. These financial assets are substantially all risks and rewards of ownership.
subsequently measured at amortised cost using effective interest method.

Credit risk is managed by each business unit subject to TMF Group's established
policy, procedures and control relating to credit risk management. Credit quality of
a counterparty is assessed based on a credit rating scorecard.

We perform an impairment analysis at each reporting date using a provision matrix

to measure expected credit losses. The provision rates are based on days past due
for groupings of various customer segments with similar loss patterns (i.e., by
geographical region, product type, customer type and rating, and coverage by
letters of credit or other forms of credit insurance). The calculation reflects the
probability-weighted outcome, the time value of money and reasonable and
supportable information that is available at the reporting date about past events,
current conditions and forecasts of future economic conditions.
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Financial assets at amortised cost Refer to note 4.4 Credit risk and note 21 Trade receivables and Unbilled services
The classification of financial assets is as follows: where all material credit risks and flows are described.

In millions of Euro 31 December 2023 31 December 2022 Offsetting

Prepaid premium (CAP) 5.9 - Financial assets and financial liabilities are offset, and the net amount presented in
Long term deposits 3.7 - the statement of financial position when, and only when, the Group currently has a
legally enforceable right to set off the amounts and it intends either to settle them
Loans and receivables from related parties 2.7 -
on a net basis or to realise the asset and settle the liability simultaneously.
Long term sublease 1.1 -
Other financial assets 0.2 - Derivative financial asset and derivative financial liability
Non-current financial assets 13.6 - TMF Group has applied IFRS 9 for hedge accounting.
Loans and receivables from related parties 1.4 -
Derivatives are initially recognised at fair value on the date a derivative contract is
Prepaid premium (CAP) 1.3 -
entered into. Subsequent to initial recognition, derivatives are measured at fair
Shelf companies 1.2 -
value and the accounting for the changes therein depend on whether the derivative
Interest receivable 0.4 - is designated as a hedging instrument or not. TMF Group designates certain
Other financial assets 1.1 - derivatives as cash flow hedges of particular risks associated with a recognised
Current financial assets 5.4 - asset or liability or a highly probable forecast transaction.

Exposure to credit risk At inception of designated hedging relationships, the Group documents the risk
management objective and strategy for undertaking the hedge. The Group also
The gross carrying amount of financial assets represents the maximum credit
documents the economic relationship between the hedged item and the hedging
exposure. The maximum exposure to credit risk at the reporting date was as
instrument, including whether the changes in cash flows of the hedged item and
follows:
hedging instrument are expected to offset each other.
In millions of Euro 31 December 2023 31 December 2022
Cash flow hedge
Non-current financial assets 13.6 -
When a derivative is designated as a cash flow hedging instrument, the effective
Trade and other receivables (excluding
191.1 - portion of changes in the fair value of the derivative is recognised in other
prepayments and tax-related receivables)
comprehensive income (“OCI”) and accumulated in the hedging reserve. The
Current financial assets 5.4 -
effective portion of changes in the fair value of the derivative that is recognised in
Cash and cash equivalents 356.0 -
OCI is limited to the cumulative change in fair value of the hedged item, determined
Total 566.1 - on a present value basis, from inception of the hedge. Any ineffective portion of
changes in the fair value of the derivative is recognised immediately in income
statement.
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For a modification of contractual cash flows of the hedging instrument due directly Interest rate hedges
from interest rate benchmark reform, the changes to the hedge documentation On 17 July 2023, amendment and extension of the existing senior loan agreement
(such as redefining the hedged risk or the description of the hedging instrument/ was executed resulting in principal loans Facility B1 of €955 million and Facility B2
hedged item to make reference to the benchmark rate) does not result in of $400 million. The interest for Facility B1 is 4.5% plus 3 month EURIBOR (floored
discontinuation of hedge accounting. at 0%). Interest for Facility B2 is 5.0% plus 3-month TERM SOFR CME. In order to
mitigate exposure to the floating rate risk, TMF Group entered into derivative
If the hedge no longer meets the criteria for hedge accounting or the hedging
transactions:
instrument is sold, expires, is terminated or is exercised, then hedge accounting is
discontinued prospectively. When hedge accounting for cash flow hedges is • Nomura 1 – €805 million – July 2023 – April 2025
discontinued, the amount that has been accumulated in the hedging reserve • Goldman Sachs Bank Europe SE – $280 million – October 2023 – January
remains in equity until, for a hedge of a transaction resulting in the recognition of a 2027
non-financial item, it is included in the non-financial item’s cost on its initial • Nomura 2 – €665 million – April 2025 until January 2027
recognition. For other cash flow hedges, it is reclassified to income statement in
the same period or periods as the hedged expected future cash flows affect Assessment of hedge effectiveness is performed at inception of the hedge, at each
income statement. reporting date and upon a significant change in the circumstances affecting the
hedge effectiveness requirements, whichever comes first.
If the hedged future cash flows are no longer expected to occur, then the amounts
that have been accumulated in the hedging reserve and the cost of hedging reserve We have identified the following potential sources of ineffectiveness:
are immediately reclassified to income statement.
• reduction or modification in the hedged item (i.e. debt repayment)
In millions of Euro 31 December 2023 31 December 2022 • a change in the credit risk of TMF Group or the counter party to the purchased
Interest rate derivative - cap 1.6 - cap or cash flow hedge.
Interest rate derivative - interest rate swap - -
The hedge ineffectiveness for the year 2023 amounted nil. The hedge ratio is 1:1.
Balance at 31 December 1.6 -
Non-current (0.5) - The following table details the contracts at the end of the reporting period, as well
Current 2.1 - as information regarding their related hedged items.
Total 1.6 - Changes in value used for Balance in cash flow hedge
calculating hedge reserve for continuing
In millions of Euro ineffectiveness hedges
The fair value is based on a Level 2 fair value calculation.
Cash flow hedges
Interest rate derivative - cap (1.4) -
Interest rate derivative – interest rate swap - -
Total (1.4) -
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 103

Balance in cash flow hedge reserve for continuing hedges represents clean value.
The following table details the effectiveness of the hedging relationship and the
20. Contract assets
amounts reclassified from hedging reserve to income statement:

Change in the fair value of Line item in profit or loss in

hedging instruments Hedge ineffectiveness which hedge The contract assets relate to costs incurred to obtain and/or fulfil a contract. As at
In millions of Euro recognised in OCI recognised in profit or loss ineffectiveness is included 31 December 2023, the non-current assets amount to €9.2 million and the current
Cash flow hedges contract assets amounts to €7.9 million. There was no impairment loss in relation
Interest rate to the costs capitalised.
1.1 - Not applicable
derivative - cap
The maximum exposure of credit risk at the reporting date is the carrying value of
Interest rate
derivative – interest - - Not applicable the contract assets. TMF Group does not hold any collateral as security.
rate swap TMF Group has no significant concentrations of credit risk.
Total 1.1 -

Refer to note 24 Equity in the consolidated financial statements.

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21. Trade receivables and unbilled services In millions of Euro

Trade receivables
31 December 2023

118.1
31 December 2022

-
Less: Allowance for Expected Credit Loss (6.3) -
Trade receivables – net 111.8 -
Trade receivables are initially recognised at fair value, and subsequently measured
Unbilled services 53.6 -
at amortised cost (if the time value is material), using the effective interest method,
less allowance for expected credit losses. To measure the expected credit losses, Total trade receivables and unbilled
165.4 -
services
trade receivables have been grouped based on shared credit risk characteristics
and the days past due.
The maximum exposure of credit risk at the reporting date is the carrying value of
The expected credit losses on trade receivables are estimated collectively using a the receivables. TMF Group does not hold any collateral as security. TMF Group
provision matrix based on TMF Group's historical credit loss experience and has no significant concentrations of credit risk.
includes an assessment of the forecast direction of macroeconomic conditions at
The ageing analysis of trade receivables net of the allowance for credit losses is as
reporting date.
follows as per 31 December 2023:
Provision rates are segregated according to geographical location and status of
In millions of Euro Gross receivables Allowance Net receivables
the client (active/inactive) and credit risk category (local/global). The carrying
Less than 30 days 74.9 (0.3) 74.6
amount of the assets is reduced through the use of an allowance account, and the
amount of the loss is recognised in the income statement within ‘Impairment 30 to 90 days 19.4 (0.2) 19.2
financial assets’. When a receivable is uncollectable, it is written off against the 91 to 180 days 10.7 (0.3) 10.4
allowance account. 181 to 360 days 7.8 (0.8) 6.9
More than 360 days 5.3 (4.6) 0.7
Subsequent recoveries of amounts previously written off are credited against
Trade receivables 118.1 (6.3) 111.8
‘Impairment financial assets’ in the income statement. Unbilled services relate to
services performed but not yet billed.
Trade receivables are non-interest bearing and are generally on terms of 14 to 45
The breakdown of total trade receivables and unbilled services is: days.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 105

Breakdown of movements in the allowance, based on expected credit losses, are Currencies categorised as “Other” are individually below €2 million.
as follows:

In millions of Euro 2023 2022

Opening balance
Acquired through business combinations 7.6 -
Increase in the allowance 1.5 -
Reversed allowance (2.4) -
Receivables written off during the period as
(0.4) -
uncollectable
Closing balance 6.3 -

TMF Group evaluates the concentration of risk with respect to trade receivables as
very low due to international landscape, scale, and scope of subsidiaries, as its
customers are located in several jurisdictions and industries and operate in largely
independent markets.

The carrying amounts of TMF Group's total Trade receivables and Unbilled services
are denominated in the following currencies:

In millions of 31 December 2023 31 December 2022

Euro 66.3 -
US Dollar 45.6 -
GBP 10.5 -
CNY 4.4 -
BRL 2.2 -
SGD 3.1 -
HKD 2.3 -
Other 37.3 -
Total trade receivables and unbilled
171.7 -
services
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 106

22. Other receivables 23. Cash and cash equivalents

The maximum exposure of credit risk at the reporting date is the carrying value of Cash and cash equivalents include cash in hand, deposits held at call with banks
the other receivables. TMF Group does not hold any collateral as security. and other short-term highly liquid investments with original maturities of three
TMF Group has no significant concentrations of credit risk. months or less. In the consolidated balance sheet bank overdrafts are shown
within borrowings in current liabilities.
In millions of Euro 31 December 2023 31 December 2022

Prepayments 15.7 - In millions of Euro 31 December 2023 31 December 2022

Rental and other deposits 4.8 - Cash at bank and on hand 327.8 -

Unbilled disbursements 2.6 - Short-term bank deposits 28.2 -

Other tax and social security receivables 10.2 - Cash and cash equivalents 356.0 -

Other receivables 10.4 - Bank overdrafts used for cash management

(265.8) -
purposes - not offset with cash at bank
Total other receivables 43.7 -
Total cash and cash equivalents and bank
90.2 -
overdrafts

The carrying value of the cash and cash equivalents approximate the fair value.

TMF Group manages a cash pool at HSBC which contains many currencies. The
majority of these currencies are denominated in Euro, US Dollar, GBP, HKD and
SGD. In this cash pool, the account balances are notionally offset for interest
purposes without the central movement of funds. Interest is earned on the net
balance of the pool. The total net balances in the cash pool as at 31 December
2023 was €7.8 million.

Short-term bank deposits contain short-term investment in money market fund with
HSBC US Dollar Liquidity Fund, Low Volatility NAV Money Market Fund under the
European Union Money Market Fund Regulations with primary exposure in USD. It
is short-term, highly liquid investment readily convertible to known amount of cash
and subject to an insignificant risk of changes in value, hence it is classified as
cash equivalent with outstanding balance of €19.6 million as at 31 December 2023.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 107

Significant restrictions
24. Equity
Exchange control restrictions or other restrictions regarding the repatriation of
funds from certain countries in which TMF Group operates (including regulatory
capital restrictions) could hinder our ability to make foreign investments and
procure foreign denominated financing. Share capital and share premium
Ordinary, ordinary voting and preference shares are classified as equity. On March
TMF Group regularly repatriates cash to avoid high cash balances accumulating in 27 2023, 1,775,833,402 shares were issued and on 1 August 2023, additional
local offices. TMF Group currently does not face any restrictions to repatriate cash 837,346 shares were issued. At 31 December 2023, the authorised share capital
from local offices, albeit that certain countries only permit a delayed repatriation comprised 1,776,670,748 ordinary, ordinary voting and preference shares. The
via dividends. The Group is required to maintain a specified level of local liquidity in issued share capital amounts to €45.8 million.
certain of the jurisdictions in which it is regulated, which amounted to €2.8 million
across all jurisdictions as at 31 December 2023.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 108

25. Share-based payment Share Appreciation Right

As from 2023 senior staff were granted Share Appreciation Rights (“SARs”), that
entitle them to a cash payment if employed upon an exit event. The amount of cash
payments is similar to the difference between the value of the ordinary shares of
Senior management share-based payment plan TMF Group Holding BV between 27 March 2023 and such exit. SARs will be settled
The share-based payment plan is classified as an equity-settled plan since in cash by TMF Group. An exit means sale, Initial Public Offering or a winding up.
TMF Group does not have an obligation to repurchase the shares or otherwise
settle in cash. A participant leaving TMF Group is obliged to offer the shares for Movements in the number of SARs outstanding are as follows:
sale to a party designated by CVC and ADIA, where the sale conditions are
Shares (in 1,000)
determined based on Administration conditions of STAK. In general, a participant
will therefore have to stay employed until an exit event occurs in order to be
entitled to the fair market value for the shares. An exit means sale, Initial Public 31-Dec-22 -
Offering or a winding up. Granted 160
Forfeited -
Movements in the number of Depositary receipts outstanding and their related
31-Dec-23 160
weighted average exercise prices are as follows:

Shares (in 1,000)

The total number of SARs granted to employees as per 31 December 2023 is
160,000. The grant date fair value is determined as the difference between the
estimated total fair value of the purchased shares and the issue price.
31-Dec-22 -
Purchased 44,096.8 The grant date fair value as at 31 December 2023 is deemed nil. Cost recognised in
Returned (1,274.9) income statement for share-based payment plan is not material.
31-Dec-23 42,821.9

The share capital of TMF Group Holding B.V. comprises of 27,830,754 voting
shares, 29,528,233 ordinary shares and 1,719,311,761 preference shares. STAK
directly and indirectly owns 7.6% of the shares with voting rights and 2.4% of the
preference shares with no voting rights. Weighted average exercise price is €1 per
share. Fair value is equal to the weighted average exercise price.
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26. Reserves 27. Loans and borrowings

The reconciliation of the movements in reserves is as follows: Loans and borrowings are recognised initially at fair value, net of transaction costs
incurred. Loan and borrowings are subsequently carried at amortised cost. Any
In millions of Euro Other reserves Hedging reserve Total reserves
difference between the proceeds (net of transaction costs) and the redemption
Balance at 31 December 2022 - - - value is recognised in the income statement over the period of the borrowings
Acquired through business using the effective interest method.
- - -
combinations
Translation movements (28.1) - (28.1)
Transaction costs incurred during the (re)financing of loans and borrowings are
capitalised and amortised over the estimated useful lives of the loans and
Hedging reserve - 1.1 1.1
borrowings. Fees paid on the establishment of loan facilities are recognised as
Balance at 31 December 2023 (28.1) 1.1 (27.0)
transaction costs of the loan if it is probable that some or all of the facility will be
drawn down. In this case, the fee is deferred until the drawdown occurs. If it is not
The reserves are not available for distribution to shareholders.
probable that some or all of the facility will be drawn down, the fee for the facility is
capitalised and amortised over the period of the facility to which it relates. Loans
Other reserves
and borrowings are presented net of transaction costs.
Other reserves comprises all foreign currency differences arising from the
translation of the financial statements of foreign operations and share base Loans and borrowings are classified as current liabilities unless TMF Group has an
payment reserve. unconditional right to defer settlement of the liability for at least 12 months after
the balance sheet date.
Hedging reserve
Hedging reserves are comprise effective portion of cumulative net change in the TMF Group derecognises financial liabilities when, and only when, TMF Group's
fair value of hedging instruments used in cash flow hedges, pending subsequent obligations are discharged, cancelled or have expired. The difference between the
recognition in profit or loss. carrying amount of the financial liability derecognised and the consideration paid
and payable is recognised in the income statement.
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In millions of Euro 31 December 2023 31 December 2022 in carrying amount of the original liability and the fair value of new modified liability
Non-current is recognised in statement of profit or loss. This refinancing resulted in
Secured bank borrowings 1,288.6 - extinguishment of original loan liability, Lien 1 with principal of €950 million and
Lien 2 with principal of €200 million and a loss on extinguishment of €15.4 million.
Deferred consideration payable 6.1 -
The loss is reported as part of net finance costs in the Income statement.
Lease liability 86.3 -
Other non-current loans and borrowings 13.1 - The intercompany receivables are pledged up to this amount. The deferred
Total non-current loans and borrowings 1,394.1 - consideration payable relates to deferred payments and earn-out agreements with
the former shareholders of acquired companies and sellers of acquired assets.
Current -
The interest payable is, for a significant part, the 3-month accrued interest for the
Secured bank overdraft 265.8 -
senior bank borrowing. The senior bank borrowing is valued at amortized cost and
Deferred consideration payable 20.0 - this accrued interest is directly related to that amount.
Lease liability 33.7 -
Interest payable 29.0 - Terms and repayment schedules
Related party loan 1.1 0.5 The terms and conditions of outstanding loans, excluding deferred consideration
payables and transaction costs on loan notes, are as follows:
Other current loans and borrowings 3.1 -
Total current loans and borrowings 352.7 0.5 31 December 2023 31 December 2022
Year of Carrying Carrying
- In millions of Euro Nominal interest rate maturity Fair value amount Fair value amount

Total borrowings 1,746.8 0.5

Senior Secured Bank loan
EURIBOR + 4.5% 2028 940.1 934.9 - -
TMF Group's primary source of finance is secured bank borrowings provided by a - Facility B1 (EUR)
syndicate of banks. On 17 July 2023, amendment and extension of the existing Senior Secured Bank loan Term SOFR CME
2028 353.4 350.7 - -
senior loan agreement was executed resulting in principal loans Facility B1 of €955 - Facility B2 (USD) USD + 5.0%

million, Facility B2 of $400 million; both senior loans with maturity of May 2028 and Lease liability n.a. n.a. 120.0 120.0 - -
Revolving Credit Facility of €181 million with maturity February 2028. Revolving Other loans and
n.a. n.a. 17.3 17.3 - -
Credit Facility is not used as per 31 December 2023. The interest for Facility B1 is borrowings
4.5% plus 3 month EURIBOR (floored at 0%). Interest for Facility B2 is 5.0% plus 3- Total 1,430.8 1,422.9 - -
month USD TERM SOFR CME. The refinancing is considered to be a substantial
modification and as a result extinguishment accounting is applied, any difference The transaction costs amounted to €31.8 million at 31 December 2023 and fully
relate to transaction costs on the senior bank borrowings. The carrying value of the
non-current deferred consideration approximates to the fair value.
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The financial covenants are tested each quarter as from 30 September 2023. Refer Measurement of TMF Group's liabilities is presented in the following table:
to note 4.5 for additional information. The Senior Secured Net Leverage Ratio must
Financial liabilities at fair
not exceed 9.50X EBITDA and is calculated by applying the Consolidated Senior Financial liabilities at value through income
Secured Net Debt and divide by the EBITDA. TMF Group has met the requirements In millions of Euro amortised cost statement

in the facility agreement for the years subject in this Annual report. 31 December 2023
Non-current loans and borrowings 1,394.1 -
Each of the lenders within the syndicate of banks can require TMF Group to repay
the secured bank borrowings in case of a change of ownership in TMF Group. The Current loans and borrowings 352.7 -

secured bank borrowings and revolving credit facility, including unpaid interest, are Derivative financial instruments - 2.5
secured by a pledge over certain shares of several entities within TMF Group. The Trade and other payables* 106.0 -
shares are pledged up to €3.2 million which comprises the shareholder’s equity of Total 1,852.8 2.5
TMF Sapphire Bidco B.V..
31 December 2022

The effective interest rate of the Senior Secured Bank Loan - Facility B1 (EUR) is Non-current loans and borrowings - -

4.9% and for Senior Secured Bank Loan - Facility B2 (USD) is 8.9% and is higher Current loans and borrowings - -
than the nominal interest rate due to capitalised finance costs. Derivative financial instruments - -
Trade and other payables* - -
Total - -

* Excluding deferred income, rent deposits, social security and other taxes.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 112

Reconciliation of liabilities arising from financing activities

28. Provisions
The following table details changes in the liabilities arising from financing
activities, including both cash and non-cash changes. Liabilities arising from
financing activities are those for which cash flows were, or future cash flows will
be, classified in the consolidated cash flow statement as cash flows from financing Provisions are recognised when TMF Group has a present legal or constructive
activities. obligation as a result of past events, then it is probable that an outflow of
resources will be required to settle the obligation, and the amount has been reliably
31 Financing Acquisition 31 estimated.
December cash Other of December
In millions of Euro 2022 flows New lease changes subsidiaries 2023
Provisions are measured at the present value of the expenditures expected to be
Secured bank borrowings - 119.0 - 25.9 1,143.7 1,288.6
required to settle the obligation using a pre-tax rate that reflects current market
Revolving credit facility - (23.1) - - 23.1 -
assessments of the time value of money and the risks specific to the obligation.
Secured bank overdraft - - - (102.5) 368.3 265.8 The increase in the provision due to the passage of time is recognised as an
Deferred consideration payable - (12.5) - (0.1) 38.7 26.1 interest expense.
Interest payable - - - 13.1 15.9 29.0
Employee
Other current loans and In millions of Euro Legal Restructuring benefits Dilapidation Other Total
- (0.6) - (11.1) 15.9 4.2
borrowings
Balance at 1 January 2023 - - - - - -
Other non-current loans and
- (33.7) 30.4 13.5 122.9 133.1
borrowings
Acquired through business
Total - 49.1 30.4 (61.3) 1,728.6 1,746.8 1.0 1.1 4.9 2.9 1.3 11.2
combinations
Charged to the income
statement:
- Additions 2.9 - 1.0 0.3 0.4 4.6
- Exchange differences - - - (0.1) - (0.1)
Released/Used during the year (0.5) 0.1 (0.8) (0.1) (0.9) (2.2)
Balance at 31 December 2023 3.4 1.2 5.1 3.0 0.8 13.5
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In millions of Euro

Non-current
31 December 2023

7.5
31 December 2022

-
29. Retirement benefit obligations
Current 6.0 -
Total provisions 13.5 -
Introduction
Legal TMF Group has defined retirement benefit obligations of minor importance in
The legal provisions relate to legal cases involving subsidiaries of TMF Group. The Switzerland. Minor retirement benefit obligations are present in some other
amount provided for relates to costs and damages expected to be incurred for countries.
these legal cases.
Switzerland
Restructuring A minor retirement benefit obligation is present in Switzerland. The benefits in the
At 31 December 2023, the restructuring provisions mainly include a short-term scheme results from the conversion of a savings account into a retirement
provision for costs of TMF Group-wide (tax) transformation programs. A provision pension. The conversion factor of the savings account into a retirement pension is
for restructuring is recognised when there is an approved, detailed and formal further defined in the rules of the pension plan. The benefits are financed by both
restructuring plan and the restructuring has either commenced or has been TMF Group and the employees. TMF Group contributes approximately two third of
announced publicly. A provision for restructuring is based on the Group’s best the total costs.
estimate of costs to be incurred. If actual costs are different than originally
The net liability, the results on remeasurement and expenses recognized in income
estimated, this could affect operating result and net result.
statement, this retirement benefit obligation is considered not material to TMF
Employee benefits Group. As such, only limited IAS 19 disclosures have been included in these
financial statements.
The provision for employee benefits mainly relates to long-term jubilee and
anniversary benefit schemes. Other countries

Dilapidation Some minor retirement benefit obligations are present in other countries. As the
individual retirement benefit obligations have negligible impact on TMF Group's
The dilapidation provision relates to expected dilapidation expenses with respect
financials, no further disclosures have been included in these financial statements.
to the lease of office buildings. The usage of the provision is dependent on the
lease term of the office buildings.
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Liability in the balance sheet Movement in plan assets

The amounts in the balance sheet were determined as follows and are based on In millions of Euro 2023 2022

external actuarial reports: Beginning of year

Acquired through business combinations 5.1 -
In millions of Euro 31 December 2023 31 December 2022
Employer contributions 0.4 -
Present value of funded obligations 3.3 -
Employee contributions 0.1 -
Fair value of plan assets 2.7 -
Remeasurement gains/(losses) (0.1)
Liability in the balance sheet 0.6 -
Net benefits paid (and net of pension
Switzerland 0.6 - (0.1) -
transfers)
Other countries - - Interest income 0.1 -
Liability in the balance sheet 0.6 - Plan change/curtailment (2.8) -
End of year 2.7 -
The remeasurement gain is almost fully related to a gain from actuarial
Switzerland 2.7 -
assumptions.
Other countries - -
Movement in the liability for defined benefit obligations End of year 2.7 -
In millions of Euro 2023 2022

Beginning of year - - Expense recognised in the income statement

In millions of Euro 2023 2022
Acquired through business combinations 5.4 -
Current service cost 0.5 - Current service cost (less employee
0.4 -
contribution)
Remeasurement (gains) / losses 0.1 -
Total included in personnel expenses 0.4 -
Net benefits paid (0.1) -
Switzerland 0.4 -
Interest cost 0.1 -
Other countries - -
Plan change/curtailment (2.7) -
Total included in personnel expenses 0.4 -
End of year 3.3 -
Switzerland 3.3 -
Other countries - -
End of year 3.3 -
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Principal actuarial assumptions – Switzerland

Principal actuarial assumptions 2023 2022
30. Trade and other payables
Discount rate 1.5% n.a.
Future salary increases/inflation 2.0% n.a.
Trade and other payables are recognised initially at fair value and subsequently
Indexation 0.0% n.a.
measured at amortised cost using the effective interest method. Trade and other
Turnover rate 18% n.a. payables are classified as current liabilities unless TMF Group has an unconditional
Mortality LPP2020_G n.a. right to defer settlement of the liability for at least 12 months after the balance
sheet date.

In millions of Euro 31 December 2023 31 December 2022

Non-current
Deferred income 4.7 -
Total other payables 4.7 -

In millions of Euro 31 December 2023 31 December 2022

Current
Trade payables 34.8 0.2
Deferred income 30.9 -
Social security and other taxes 27.4 -
Employee benefit expense payable 35.9 -
Accrued expenses 20.0 -
Other payables 15.3 -
Total trade and other payables 164.3 0.2
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Deferred income
31. Commitments
Fixed fees received in advance across all the service lines and up-front fees in
respect of services due under the contract period which is primarily in line with the
calendar year are time-apportioned to respective accounting periods, and those
billed but not yet earned are included in deferred income in the balance sheet. Capital commitments
There is limited judgement applicable for longer term contracts. All transaction As at 31 December 2023, capital expenditure for the acquisition of property, plant
prices are included in the client contracts and therefore agreed upfront. The and equipment contracted for at balance sheet date but not yet incurred amounted
allocation is based on timing of the performance obligations. to €0 million.

The expected reversal of the deferred income is shown in the following table: Operating lease commitments
TMF Group leases various offices under non-cancellable operating lease
In millions of Euro 31 December 2023 31 December 2022
agreements. The leases have varying terms, escalation clauses and renewal rights.
12 months or less 30.9 -
In addition, TMF Group leases various motor vehicles, office and computer
1-5 years 4.7 - equipment under non-cancellable operating lease agreements. As a result of
Over 5 years - - implementation of IFRS 16 only the short-term lease commitment is included in the
Total deferred income 35.6 - operating lease commitment overview:

Employee benefits Guarantees

This includes the bonus payable, holiday allowance, vacation days payable, pension As at 31 December 2023, TMF Group has issued guarantees back up by the
premiums and other employee benefit payables. ancillary facility and office lease agreements amounting to €18.3 million.

Accrued expenses
The accrued expenses include invoices to be received from suppliers related to
marketing expenses, office expenses, professional fees and other.
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32. Contingencies 33. Related parties

TMF Group has claims & litigation arising from the normal course of business. The Ultimate controlling party
material outflow of resources in respect of these claims & litigation is not probable TMF Group Holding B.V. (“TMF Group”) is the parent company of our operational
and therefore no provision has been recorded other than set out in note 28. entities. The majority of the shares in TMF Group Holding B.V. are held by CVC
Strategic Opportunities Fund II ("CVC") and Abu Dhabi Investment Authority
Fiscal unity
("ADIA") and the remainder of the shares are held by STAK.
The majority of the Dutch entities within TMF Group are part of a fiscal unity with
TMF Group Holding B.V.. Consequently, those entities are jointly and severally Transactions with the Supervisory Board
liable for corporate income and value added tax of such a fiscal unity. In some In millions of Euro 31 December 2023 31 December 2022
other countries, (some of the) entities form part of a fiscal unity and as a Short-term employee benefits 0.4 -
consequence those entities are jointly and severally liable for corporate income
Total compensation paid to the Supervisory Board 0.4 -
and sales tax of such a fiscal unity.

Total compensation of the Supervisory Board is paid to independent members of

Supervisory board only.

Transactions with the Management Board

In millions of Euro 31 December 2023 31 December 2022

Short-term employee benefits 3.3 -

Post employment pension benefits 0.2 -
Total compensation paid to the Management Board 3.5 -

The Management Board and some members of the Supervisory Board are
participating in the equity settled shared based payment plan. Please refer to note
25 Share-based payment for further detail.
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34. Independent auditor’s fee 35. Subsequent events

The remuneration of the auditor Ernst & Young Accountants LLP (“EY NL”) and TMF Group signed agreement with Proven - Kingdom of Saudi Arabia to acquire
remuneration of other EY network firms can be specified as follows: 100% of the shares which became effective in January 2024. The acquisitions are
driving our strategic and operational performance. Due to the recent closing date,
2023
additional IFRS disclosures cannot be made until the initial accounting for the
EY NL Other EY network Total EY network
business combination, including contingent consideration, has been completed.
Audit of these financial statements 1.1 1.2 2.3
Other audit services 0.3 0.1 0.4 In January 2024, the repricing of senior loans consisting of Facility B1 of €955
Audit services 1.4 1.3 2.7
million and Facility B2 of $400 million was finalised. Facility B1 of €955 million
became Total Facility B1 consisting of Facility B1 of €850.9 million and New
Other services - 1.6 1.6
Facility B1 of €104.1 million, and Facility B2 of $400 million became Total Facility
Total 1.4 2.9 4.3 B2 consisting of Facility B2 of $370.6 million and New Facility B2 of $29.4
million. The interest of Facility B1 is unchanged in comparison to 2023. The
interest of New Facility B1 is 3.75% plus 3 or 6 month EURIBOR (floored at 0%).
Interest for Facility B2 is 5.0% plus 3-month USD TERM SOFR CME and for New
Facility B2 is 4.0% plus 3-month USD TERM SOFR CME. This repricing resulted in
substantial modification and extinguishment accounting is applied in January
2024. Any difference between the carrying amount of the original liability and fair
value of new modified financial liability is recognised in profit or loss. As a result of
extinguishment accounting, modification loss of €24.3 million is recognised in
statement of profit or loss in January 2024.
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36. TMF Group entities

The entities of TMF Group by country of incorporation as at 31 December 2023, as
consolidated in these financial statements are included below. All entities have a
balance sheet date of 31 December.

Country Entity Ownership Country Entity Ownership

Argentina TMF Argentina S.R.L. 100% TMF Brasil Atividades Administrativas Ltda 100%
TMF Outsourcing S.R.L. 100% British
TMF Trust Company (Argentina) S.A. 100% Virgin CMS Limited 100%
Islands
Almagesto S.R.L. 100%
Fort Company (BVI) Limited 100%
Australia TMF Corporate Services (AUST) Pty Limited 100%
Opti Resources Limited 100%
TMF Nominees (AUST) Pty Limited 100%
TMF Authorised Representative (BVI) Ltd. 100%
Austria TMF Austria GmbH 100%
Wickhams Cay Trust Company Limited 100%
APS Buchfuhrungs- & Steuerberatungs GmbH 100%
TMF Management Services Limited 100%
TMF Bilanzbuchhaltungs- und Personalservices GmbH 100%
TMF (B.V.I.) Ltd. 100%
TMF Steuerberatungs- & Wirtschaftprufung GmbH 100%
TMF Group International Limited 100%
TMF Capital Market Services Steuerberatungs GmbH 100%
Equity International Holdings Limited 100%
TMF Accounting & Payroll Steuerberatungsgesellschaft GmbH 100%
TMF Group (BVI) Limited 100%
Barbados TMF Barbados Inc 100%
TMF Transactions Limited 100%
Belgium TMF Belgium N.V. 100%
Anshun Services Ltd. 100%
TMF Accounting Services BVBA 100%
Fides Management Services Ltd. 100%
Bermuda TMF (Bermuda) Limited 100%
TMF Corporation (BVI) Limited 100%
Bolivia TMF Bolivia S.R.L. 100%
Vencourt Limited 100%
Brazil TMF Brasil Assessoria Contabil e Empresarial Ltda. 80%
Abraxas International Limited 100%
TMF Brasil Servicos Administrativos e Processamento de Dados
100% Folly Fort Limited 100%
Ltda.
TMF Brasil Administracao e Participacoes Ltda 100% Kelday International Limited 100%

TMF Brasil Administracao e Gestao de Ativos Ltda 100% S.B. Vanwall Ltd. 100%

TMF Securitizadora S.A. 100% KCS Limited 100%

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Country Entity Ownership Country Entity Ownership

KCS China Limited 100% Talent Work Limited 100%

Guarantee Management Limited 100% Smart Oriental Limited 100%
TMF Administration Services Limited 100% TMF (BEIJING) Limited 100%
Receivable Global Services Limited 100% TMF Services (China) Co., Ltd 100%
Apexchamp Limited 100% Colombia TMF Colombia Ltda. 100%
Beamsbury Limited 100% Costa Rica TMF Costa Rica (TMFCR) Limitada. 100%
Derard Limited 100% TMF Trust and Corporate Services Costa Rica Limitada 100%
KCS Asia Holdings Limited 100% TMF Group Services Costa Rica Limitada 100%
Lucasjet Limited 100% Croatia TMF Croatia d.o.o. 100%
Southfield Management Limited 100% Curaçao Curab N.V. 100%
Homestead Management Inc 100% N.V. Fides 100%
F.M.C. Limited 100% Pietermaai Building Association N.V. 100%
Axiss International Management Limited 100% BfT (Curacao) N.V. 100%
TMF Holding (BVI) Limited 100% EQ Trust Caribbean Holding N.V. 100%
Bulgaria Novacon Bulgaria EOOD 100% TMF Curacao N.V. 100%
TMF Services EOOD 100% TMF Curacao Holding B.V. 100%
Canada TMF Canada Inc. 100% Cyprus TMF Company Secretary (CY) Limited 100%
Cayman TMF Administrative Services Cyprus Ltd 100%
TMF Nominees Ltd. 100%
Islands Stozelia Holdings Limited 100%
Fides Limited 100% TMF Management Limited 100%
TMF (Cayman) Limited 100% UCMS (united Customer Management Services) Group EMEA
100%
Churchill Directors Ltd. 100% Limited (Cyprus)
Nominee Services Limited 100% Czech
TMF Management Services s.r.o. 100%
Chile TMF Chile Asesorias Empresariales Ltda. 100% Republic

TMF Empresa de Servicios Transitorios Ltda. 100% TMF Czech a.s. 100%

TMF Administradora S.A. 100% Denmark TMF Denmark A/S 100%

TMF Servicios Integrales Ltda. 100% Dominican

TMF Republica Dominicana S.R.L 100%
Republic
China Freeway Financial Consulting (Shanghai) Ltd. 60%
Ecuador TMF Ecuador S.A. 100%
Sino Corporate Services (China) Limited 100%
Egypt TMF Egypt L.L.C. 100%
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Country Entity Ownership Country Entity Ownership

El Salvador TMF El Salvador Ltda de C.V. 100% Commondale Limited 100%

Finland TMF Finland OY 100% Sino Corporate Services Limited 100%
France TMF France S.A.S. 100% Unity Trust Limited 100%
TMF France Management Sarl 100% Sino CS China Holding Limited 100%
TMF VAT Services France S.A.S. 100% EQ Sig Limited 100%
TMF Accounting France S.A.S. 100% Fanlaw Limited 100%
Germany TMF Deutschland AG 100% FK Administration Limited 100%
TMF Trustee Services GmbH 100% Kelday Enterprises Limited 100%
Una Management GmbH 100% Panbridge Nominee Limited 100%
TMF Steuerberatung GmbH wirtschaftsprufungsgesellschaft 100% Swinside Investments Limited 100%
TMF Management Holding Deutschland GmbH 100% KCS China Holdings Limited 100%
TMF Group Administrative Services (Hellas) EPE - TMF Group Veritatem & Co. 100%
Greece 100%
(Hellas) EPE Cobyrne Limited 100%
Premier Consulting SA 100% Secreco Limited 100%
Guatemala TMF Guatemala Ltda. 100% TMF Global Services (Hong Kong) Limited 100%
Guernsey Gentoo Holdings Limited 100% Veritatem Hong Kong Limited 100%
Gentoo Trustees Limited 100% TMF Accounting Services Limited 100%
TMF Group Fund Services (Guernsey) Limited 100% TMF Fiduciaries Limited 100%
TMF Group Depository Services Limited 100% TMF Secretarial Services Limited 100%
Adelie DS Limited 100% EQ Holdings (HK) Limited 100%
Emperor DS Limited 100% TMF Hong Kong Limited 100%
GNS One Limited 100% Pacific Taxation Services Limited 100%
GNS Two Limited 100% TMF Trust (HK) Ltd. 100%
TMF Group Nominees 1 (Guernsey) Limited 100% TMF Corporate Management Limited 100%
Honduras TMF Services Honduras S. de R.L. 100% Hungary TMF Hungary Accounting and Services Limited Liability Company 100%
Hong Kong TMF Signatories Limited 100% Independent CAM Kft 60%
TMF Secretaries (HK) Limited 100% Freeway Payments Solutions Kft 60%
Secnomcon Limited 100% India TMF Services India Private Ltd. 100%
Abraxas Limited 100% KPK faServ India Private Limited 100%
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Country Entity Ownership Country Entity Ownership

Nyaasa Services Private Limited 100% Lively Limited; 100%

Indonesia PT TMF Indonesia 100% TMF Group Secretaries (Jersey) Limited 100%
PT K C Services Indonesia 100% TMF TRUSTEE NO.2 LIMITED 100%
Ireland TMF Management (Ireland) Limited 100% TMF MANACOR SECRETARIES (JERSEY) LIMITED 100%
TMF Administration Services Limited 100% EQ Directors One Limited 100%
Goodbody Fund Management Ltd. 100% Juris Limited 100%
TMF Management Holding (Ireland) Limited 100% EQ Directors Two Limited 100%
TMF (Ireland) Professional Trustee Services Limited 100% TMF COUNCIL MEMBER LIMITED 100%
TMF Group Fund Operations (Ireland) Limited 100% C.N. Limited 100%
Israel TMF Management and Accounting Services (Israel) Ltd. 100% Leadenhall Trust Company Limited 100%
Italy TMF Italy S.r.l. 100% Amarado Limited 100%
TMF Compliance (Italy) S.r.l. 100% TMF Group Nominees 1 (Guernsey) Limited 100%
TMF Filing Services Italy S.r.l. 100% TMF Group Trustees (Jersey) Limited 100%
TMF Invest Italy S.r.l. 100% Kazakhstan TMF Kazakhstan LLP. 100%
Jamaica TMF Jamaica Limited 100% Kenya TMF Kenya Ltd. 100%
Japan TMF Group Limited (Japan) 100% Labuan Britannia Limited 100%
Jersey Leadenhall Nominees Limited 100% Guarantee Management Purpose Trust 100%
TMF Group Services (Jersey) Limited 100% Tiara Ltd. 100%
TMF1 LIMITED 100% Marriott Investments Ltd. 100%
TMF2 Limited 100% TMF Trust Labuan Limited 100%
TMF TRUSTEE NO.1 LIMITED 100% TMF Fund Services Asia Limited 100%
TMF Channel Islands Limited 100% TMF Management Limited 100%
TMF Property Services Ltd. 100% TMF Secretaries Limited 100%
Equity Trust Guernsey Limited 100% TMF International Pensions Limited 100%
EQ Holdings (Jersey) Limited 100% TMF Holdings Asia Limited 100%
EQ Trust Holdings (Jersey) Limited 100% TMF Treasury Limited 100%
Equity Trust (Jersey) Limited 100% Luxembourg Immobiliere Vauban S.A. 100%
Equity Trust Services Limited 100% TMF (Luxembourg) S.A. 100%
TMF Group (Jersey) Limited 100% Manacor (Luxembourg) S.à r.l. 100%
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 123

Country Entity Ownership Country Entity Ownership

Mutua (Luxembourg) S.à r.l. 100% TMF Mid-America Corp. 100%

Fides (Luxembourg) S.à r.l. 100% Paraguay TMF Paraguay Ltda. 100%
TMF Supervisory Audit Services S.à r.l. 100% Peru TMF Peru S.R.L. 100%
Equity Trust Holdings S.à.r.l. 100% FiduPeru S.A. Sociedad Fiduciaria; 100%
Belgale Holdings S.à r.l. 100% Philippines TMF Philippines Inc. 100%
TMF Fund Management S.A. 100% Poland TMF RDC Europe Sp. z.o.o. 100%
TMF Participations S.à r.l. 100% TMF VAT Services Poland Sp. z.o.o. 100%
Malaysia TMF Administrative Services Malaysia Sdn. Bhd. 100% TMF Poland Sp. z.o.o. 100%
TMF Regional Delivery Centre Sdn. Bhd. 100% Portugal TMFPT Servicos de Gestao e Administracao de Sociedades, Lda. 100%
TMF Trustees (Malaysia) Berhad 100% Qatar TMF Group LLC 100%
TMF Global Services (Malaysia) Sdn. Bhd. 100% TMF Group Business Services LLC 100%
Malta TMF Management and Administrative Services (Malta) Limited 100% Republic of
TMF Korea Co., Ltd. 100%
Avanzia Taxand Limited 100% Korea

TMF International Pension Limited 100% Romania TMF Romania S.R.L. 100%

TMF Fiduciary Services Malta Limited 100% Contexpert Advisory Services S.R.L. 100%

Mauritius Chardon Limited 100% Contexpert Consulting S.R.L. 100%

TMF Mauritius Limited 100% Contexpert Inventariere S.R.L. 100%

TMF Group Africa Management Services 100% Contexpert Inventory Services S.R.L. 100%

Mexico TMF Mexico Business Process, S. de R.L. de C.V. 100% Contexpert Outsourcing S.R.L. 100%

VERTICE DEL BAJIO SAPI DE CV SOFOM ENR 100% Contexpert Support Services S.R.L. 100%

TMF BPO Services S. de R.L. de C.V. 100% Expert Solution Audit & Accounting S.R.L. 100%

Servicios De Personal Y Control Plus S. De R.L. De C.V. 100% HLB Contexpert S.R.L. 100%

New TMF Management S.R.L. 100%

TMF Corporate Services New Zealand Limited 100%
Zealand Russia TMF RUS, Ltd. 100%
TMF Trustees New Zealand Ltd. 100% RMA Services, LLC. RMA Services o.o.o. 100%
Nicaragua TMF Nicaragua y Compania Ltda. 100% Corporate Management Rus L.L.C. - CMR, LLC 100%
Nigeria TMF Administrative Services Nigeria Limited 100% Serbia TMF Services d.o.o. Beograd 100%
Norway TMF Norway A.S. 100% Singapore TMF Singapore H Pte. Ltd. 100%
Panama TMF Panama S. de R.L. 100% TMF Trustees Singapore Limited 100%
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Country Entity Ownership Country Entity Ownership

Virtual HR Pte Limited now named TMF (VHR) Payroll Services Pte The
100% TMF Outsourcing Services B.V. 100%
Limited Netherlands
Slovakia TMF Services Slovakia s.r.o. 100% TMF Group Global Services B.V. 100%
FMTA s.r.o. 100% TMF Slovakia B.V. 100%
TMF AUX, s.r.o. 100% IQ Nexus Services Cooperatie U.A. 100%
Slovenia TMF Racunovodstvo in Administrativne Storitve D.O.O. 100% IQ-Nexus Management B.V. 100%
South Africa TMF Corporate Services (South Africa) (Pty) Ltd 100% TMF Holding International B.V. 100%
TMF SA BEE NPC 100% TMF Holding B.V. 100%
TMF Funds Services (South Africa) (Pty) Ltd 100% TMF Management B.V. 100%
Spain TMF Management Spain, S.L. 100% TMF Services B.V. 100%
TMF Sociedad de Participación, S.L. 100% TMF Netherlands B.V. 100%
TMF Sociedad de Dirección, S.L. 100% Clear Management Company B.V. 100%
TMF Participations Holdings (Spain) S.L. 100% Nationale Trust Maatschappij N.V. 100%
TMF Spain S.A. 100% Manacor (Nederland) B.V. 100%
TMF VAT & Fiscal Representation Services Spain, S.L. 100% TMF Depositary N.V. 100%
TMF Management Holding Spain S.L.U. 100% Stichting TMF Foundation 100%
TMF Latin America Holding Spain One S.L.U. 100% Stichting Administratiekantoor Management Sapphire 100%
TMF Latin America Holding Spain Two S.L.U. 100% TMF Sapphire Management BV 100%
Sweden TMF Sweden AB 100% Tucano Topco B.V. 100%
TMF Group Agency Services AB 100% Tucano Holdco B.V. 100%
Switzerland TMF Services S.A. 100% Tucano Midco B.V. 100%
TMF Investments S.A. 100% Tucano Bidco B.V. 100%
TMF Payroll Services A.G. 100% TMF Global Subcontracting B.V. 100%
TMF Brunnen A.G. 100% TMF Leasing B.V. 100%
Taiwan TMF Taiwan Ltd. 100% Parnassus Trust Amsterdam B.V. 100%
Tanzania TMF Services Tanzania Limited 100% TMF Trustee B.V. 100%
Thailand TMF (Thailand) Ltd. 49% Stichting Cerulean 100%
TMF Group Holding (Thailand) Limited 100% Freeway Entertainment Group B.V. 60%
Freeway CAM B.V. 60%
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Country Entity Ownership Country Entity Ownership

TMF Group Services II B.V. 100% TMF Corporate Directors Limited 100%
Venture Support B.V. 100% TMF Corporate Administration Services Limited 100%
TMF Bewaar B.V. 100% TMF Services (UK) Limited 100%
FCAM Holding B.V. 100% TMF Holding UK Limited 100%
Tradman FS Holding B.V. 100% TMF Management Holding UK Limited 100%
Tradman Netherlands B.V. 100% VAT International Limited 100%
TMF SFS Management B.V. 100% Freeway CAM (UK) Limited 60%
TMF Sapphire Midco B.V. 100% TMF Management (UK) Ltd. 100%
TMF Sapphire Bidco B.V. 100% Krisolta Film & TV (UK) Limited 60%
TMF Group B.V. 100% United
TMF Structured Finance Services B.V. 100% States of TMF US Holding Inc. 100%
America
TMF Asia B.V. 100%
TMF USA Inc. 100%
TMF Group EMEA B.V. 100%
Lord Securities Corporation 100%
TMF Group Americas B.V. 100%
Lord Securities (Delaware) L.L.C. 100%
TMF Yonetim Hizmetleri Limited Sirketi - TMF Administrative
Turkey 100% TMF San Diego LLC 100%
Services Limited
CPA Serbest Muhasebeci Mali Musavirlik A.S. 100% TMF Group New York LLC 100%

Ukraine TMF Ukraine L.L.C. 100% TMF Fund Services North America, LLC 100%

United Arab Freeway Payroll Inc. 30%

TMF Services HoldCo Ltd 100%
Emirates Uruguay TMF Uruguay S.R.L. 100%
Dubai Branch (TMF services B.V. 10200) 100% Parnassus S.R.L. 100%
Abu Dhabi Branch (TMF services B.V. 10200) 100% TMF International Services Uruguay S.A. 100%
Etive Consulting Limited 100% TMF Uruguay Administradora de Fondos de Inversión y
100%
TMF Group Fiduciary Services Limited 100% Fideicomisos S.A. - TMF Uruguay AFISA

United TMF Trust Company (Uruguay) S.A. 100%

TMF Global Services (UK) Limited 100%
Kingdom Venezuela TMF Venezuela C.A. 100%
TMF Trustee Limited 100% TMF Services Venezuela C.A. 100%
Joint Corporate Services Limited 100% Vietnam TMF Vietnam Company Limited 100%
TMF VAT Services Limited 100% KCS Vietnam Company Limited 100%
TMF Corporate Secretarial Services Limited 100%
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37. Regulatory table

The services rendered by TMF local offices in various jurisdictions are regulated and subject to supervision (or self-regulation). This is the case in the following 27
jurisdictions:

Jurisdiction Jurisdiction Supervisory authority Jurisdiction Jurisdiction Supervisory authority

Argentina Argentina Comision Nacional de Valores Qatar Financial Centre Regulatory Authority (Non Financial Services) -
Qatar
Brazil Comissão de Valores Mobiliários Monitory Department

British Corpul Experillor Contabil si Contabililor Authrizati din Romania, Camera

Romania
Virgin British Virgin Islands Financial Services Commission Consultantilor Fiscali
Islands Accounting and Corporate Regulatory Authority, Monetary Authority of
Singapore
Cayman Singapore
Cayman Islands Monetary Authority
Islands Switzerland Member of the Association Romande des Intermédiaires Financiers
Costa Rica Superintendencia General de Entidades Financieras The
Dutch Central Bank and Authority for the Financial Markets
Curaçao Centrale Bank van Curaçao en Sint Maarten Netherlands

Cyprus Cyprus Securities and Exchange Commission United Arab

Abu Dhabi Global Market Financial Services Regulatory Authority
Emirates
Guernsey Guernsey Financial Services Commission
United
Hong Kong Hong Kong Companies Registry HR Revenue and Customs, Chartered Institute of Taxation
Kingdom
Ireland Ireland Department of Justice and Equality Uruguay Central Bank of Uruguay
Jersey Jersey Financial Services Commission
Labuan International Financial Exchange and Labuan Financial Services
Labuan
Authority
Luxembourg Luxembourg Commission de Surveillance du Secteur Financier
Companies Commission of Malaysia, Securities Commission and Bank
Malaysia
Negara
Malta Malta Financial Services Authority
Mauritius Mauritius Financial Services Commission
Mexico Comisión Nacional Bancaria y de Valores and Condusef
Norway The Financial Supervisory Authority of Norway
Superintendencia de Banca Seguros y AFP, Unidad de Inteligencia
Peru
Financiera
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Company income statement

In millions of Euro Note 2023 2022

Result before tax and share in result of subsidiaries (0.3) -

Corporate income tax and minority interest 2 (0.8) -
Result in subsidiaries (net of tax) (55.2) (0.7)
Result for the period (56.3) (0.7)
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Company balance sheet

In millions of Euro Note 31 December 2023 31 December 2022

Assets
Financial assets LT 3 1,666.7 (0.7)
Non-current assets 1,666.7 (0.7)
Trade receivables 1.0 -
Other current receivables 0.1 -
Cash and banks 1.1 0
Current assets 2.2 -
TOTAL ASSETS 1,668.9 (0.7)
Equity
Share capital 4 45.8 0
Share premium 4 1,702.0 -
Reserves 4 (22.2) -
Retained earnings 4 (60.0) (0.7)
Total equity attributable to owners of the parent 1,665.6 (0.7)
Liabilities
Non-current liabilities
Trade and other payables ST 2.5 -
Corporate income tax payable 0.8 -
Current liabilities 3.3 -
TOTAL EQUITY AND LIABILITIES 1,668.9 (0.7)
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Company statement of changes in

equity
Share Share Other Accumulated Share Share Other Legal Accumulated
In millions of Euro Total
capital premium reserves losses In millions of Euro capital premium reserves reserve losses Total

Balance at 13 June 2022 0 - - - - Balance at 1 January 2023 0 - - - (0.7) (0.7)

Result for the year - - - (0.7) (0.7) Acquired in business
- - - - 2.0 2.0
Other comprehensive income combinations

Total other comprehensive income - - - - - Result for the year - - - - (56.3) (56.3)
Transfer to legal reserve (note 4) - - - 4.8 (4.8) -

Balance at 31 December 2022 0 - - (0.7) (0.7) Remeasurement IAS19 - - - - (0.2) (0.2)

Cash flow hedge - Costs of
- - 1.1 - - 1.1
hedging reserve
Translation movements - - (28.1) - - (28.1)
Other comprehensive income
Total other comprehensive
- - (27.0) 4.8 (59.3) (81.5)
income

Transactions with owners

Shares issued 45.8 1,703.0 - - - 1,748.8

Share based payments - (1.0) - - - (1.0)
Balance at 31 December 2023 45.8 1,702.0 (27.0) 4.8 (60.0) 1,665.6
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Notes to the company financial

statements
1. General information 3. Financial assets
The Company financial statements have been prepared in accordance with the In millions of Euro 2023 2022
Dutch GAAP and financial reporting requirements included in Part 9 of Book 2 of Balance at 1 January (0.7) -
the Dutch Civil Code. The Company uses the option of Article 362.8 and Article 402
Acquired in business combinations 2.0 -
of Part 9 of Book 2 of the Dutch Civil Code to prepare the Company financial
Shares issued 1,747.8 -
statements, using the same accounting policies as in the consolidated financial
statements. Valuation is based on recognition and measurement requirements of Result for the year (55.2) (0.7)
accounting standards adopted by the EU (i.e. only IFRS that is adopted for use in Foreign currency translation differences for
(28.1) -
the EU at the date of authorisation), except for investments in subsidiaries which foreign operations
are carried at net asset value. Refer to the notes of the consolidated financial Fair value gain/(loss) arising on hedging
1.1 -
statements for further information on accounting policies, critical estimates and instruments
judgements and financial risk management. Remeasurement IAS 19 (0.2) -
Balance at 31 December 1,666.7 (0.7)
2. Income tax (expense)/benefit Financial assets fully relate to investment in consolidated subsidiaries. Please refer
Together with its Dutch group companies, the company constitutes a fiscal unity to note 36 of the consolidated financial statements for TMF group entities.
regarding corporate income tax. Corporate income tax is settled as if all entities
included in the fiscal unity are a single taxpayer.

The applicable domestic tax rate for the Company is 25.8%.

HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 131

4. Equity 6. Contingencies
Share capital and share premium The Company has no commitments at the balance sheet date.

Ordinary, ordinary voting and preference shares are classified as equity. On March
27 2023, 1,775,833,402 shares were issued and on 1 August 2023, additional
7. Related party transactions
837,346 shares were issued. At 31 December 2023, the authorised share capital
Reference is made to the consolidated financial statements.
comprised 1,776,670,748 ordinary, ordinary voting and preference shares. The
issued share capital amounts to €45.8 million.
8. Directors emoluments
Accumulated losses
Reference is made to the consolidated financial statements note 33.
The Management Board propose to add the loss for the year of €56.3 million to the
accumulated losses.
9. Subsequent events
5. Commitments Reference is made to note 35 Subsequent events in the consolidated financial
statements.
Operating lease commitments

The Company has no operating lease commitments at the balance sheet date.
Refer to the note 32 Commitments in the consolidated financial statements.
HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 132

Other information
Appropriation of the result for the year Signed by: Signed by:

According to Article 20 of the Company’s Articles of Association, the treatment of Ann Cairns | Supervisory Director Karen Ann Green | Supervisory Director
the net result for the year is at the discretion of the General Meeting of
Shareholders.
Signed by: Signed by:
Report of the independent auditor
Krishnan Rajagopalan | Supervisory Peter William James Rutland |
For the report of the independent auditor, reference is made to page 133 to 139 of Director Supervisory Director
the annual report.

Signed by: Signed by:

Signatures to the company financial statements
Lorne Somerville | Supervisory Director Faris Cassim | Supervisory Director
The Management Board have today discussed and approved these company
financial statements for 2023 of TMF Group Holding B.V. (the ‘Company’). These
Financial Statements have been prepared in accordance with the Dutch GAAP and Signed by: Signed by:
the financial reporting requirements included in Part 9 of Book 2 Dutch Civil Code.
Stefan Janke | Supervisory Director Osama Nahhat | Supervisory Director
In our opinion, the financial statements give a true and fair view of the Company’s
financial position at 31 December 2023 and of the results of the Company’s
operations and the cash flows for the years ended 31 December 2023. Signed by: Signed by:

The Company’s financial statements are presented for approval at the Annual Mark Weil | Chief Executive Officer Patrick de Graaf | Chief Financial
General Meeting on 7 March 2024. Officer

Amsterdam, 7 March 2024

Independent auditor’s report
To: the shareholders and supervisory board of TMF Group Holding B.V.

Report on the audit of the financial statements 2023 included in the annual report
Our opinion
We have audited the financial statements for the financial year ended 31 December 2023 of TMF Group Holding B.V. based in Amsterdam.

The financial statements comprise the consolidated and company financial statements.

In our opinion:
• The accompanying consolidated financial statements give a true and fair view of the financial position of TMF Group Holding B.V. as at 31 December 2023
and of its result and its cash flows for 2023 in accordance with International Financial Reporting Standards as adopted in the European Union
(EU-IFRSs) and with Part 9 of Book 2 of the Dutch Civil Code
• The accompanying company financial statements give a true and fair view of the financial position of TMF Group Holding B.V. as at 31 December 2023 and of
its result for 2023 in accordance with Part 9 of Book 2 of the Dutch Civil Code

The consolidated financial statements comprise:

• The consolidated statement of financial position as at 31 December 2023
• The following statements for 2023: the consolidated statement of profit or loss, the consolidated statements of comprehensive income, changes in equity
and cash flows
• The notes comprising material accounting policy information and other explanatory information
 Page 2

The company financial statements comprise:

• The company balance sheet as at 31 December 2023
• The company income statement for 2023
• The notes comprising a summary of the accounting policies and other explanatory information

Basis for our opinion

We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing.
Our responsibilities under those standards are further described in the Our responsibilities for the audit of the financial statements section of our report.

We are independent of TMF Group Holding B.V. in accordance with the Wet toezicht accountantsorganisaties (Wta, Audit firms supervision act), the Verordening
inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation with respect to
independence) and other relevant independence regulations in the Netherlands. Furthermore we have complied with the Verordeni ng gedrags- en beroepsregels
accountants (VGBA, Dutch Code of Ethics).

We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Information in support of our opinion

We designed our audit procedures in the context of our audit of the financial statements as a whole and in forming our opinion thereon. The following
information in support of our opinion and any findings were addressed in this context, and we do not provide a separate opinion or conclusion on these matters.

Our focus on fraud and non-compliance with laws and regulations

Our responsibility
Although we are not responsible for preventing fraud or non-compliance and we cannot be expected to detect non-compliance with all laws and regulations, it is
our responsibility to obtain reasonable assurance that the financial statements, taken as a whole, are free from material misstatement,
whether caused by fraud or error.
 Page 3

Our audit response related to fraud risks

We identified and assessed the risks of material misstatements of the financial statements due to fraud. During our audit we obtained an understanding of the
company and its environment and the components of the system of internal control, including the risk assessment process and management’s process for
responding to the risks of fraud and monitoring the system of internal control and how the supervisory board exercises oversight, as well as the outcomes.
We refer to Section Risk management of the management report for management’s risk assessment after consideration of potential fraud risks.

We evaluated the design and relevant aspects of the system of internal control and in particular the fraud risk assessment , as well as the code of conduct,
whistle blower procedures and incident registration. We evaluated the design and the implementation of internal controls designed to mitigate fraud risks.

As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to financial reporting fraud, misappropriation of assets and bribery
and corruption. We evaluated whether these factors indicate that a risk of material misstatement due to fraud is present.

We incorporated elements of unpredictability in our audit. We also considered the outcome of our other audit procedures and evaluated whether any findings
were indicative of fraud or non-compliance.

We addressed the risks related to management override of controls, as this risk is present in all companies. For these risks we have performed procedures
among other things to evaluate key accounting estimates for management bias that may represent a risk of material misstatement due to fraud, in particular
relating to important judgment areas and significant accounting estimates as disclosed in Note 3 to the financial statements, including the intangible assets
identified as part of the TMF Sapphire Topco B.V. purchase price allocation.

We have also used data analysis to identify and address high-risk journal entries and evaluated the business rationale (or the lack thereof) of significant
extraordinary transactions, including those with related parties.

When identifying and assessing fraud risks we presumed that there are risks of fraud in revenue recognition. We considered am ong other things the company’s
revenue targets and their realization as well as the different revenue recognition methods as disclo sed in Note 5 of the financial statements.
We identified a fraud risk related to the overstatement of time based revenue due to improper cut-off. We designed and performed our audit procedures relating
to revenue recognition responsive to this presumed fraud risk. Specifically for the occurrence of revenue (time based fees), we verified among others that these
were recorded in the correct period.
 Page 4

We considered available information and made enquiries of relevant executives, the management board, internal audit, legal, compliance, human resources,
regional directors and the supervisory board.

The fraud risks we identified, enquiries and other available information did not lead to specific indications for fraud or suspected fraud potentially materially
impacting the view of the financial statements.

Our audit response related to risks of non-compliance with laws and regulations
We performed appropriate audit procedures regarding compliance with the provisions of those laws and regulations that have a direct effect on the
determination of material amounts and disclosures in the financial statements. Furthermore, we assessed factors related to the risks of non-compliance with
laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general industry experience,
through discussions with the management board and internal audit, reading minutes, and performing substantive tests of details of classes of transactions,
account balances or disclosures.

We also inspected lawyers’ letters and correspondence with regulatory authorities and remained alert to any indication of (suspected) non-compliance
throughout the audit. Finally we obtained written representations that all known instances of non -compliance with laws and regulations have been disclosed to
us.

Our audit response related to going concern

As disclosed in Note 1. General information to the financial statements, the financial statements have been prepared on a going concern basis. When preparing
the financial statements, management made
a specific assessment of the company’s ability to continue as a going concern and to continue its operations for the foreseeable future.

We discussed and evaluated the specific assessment with management exercising professional judgment and maintaining professio nal skepticism. We considered
whether management’s going concern assessment, based on our knowledge and understanding obtained through our audit of the financial statements or
otherwise, contains all relevant events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that
a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the fi nancial statements or, if such
disclosures are inadequate, to modify our opinion.
 Page 5

Based on our procedures performed, we did not identify material uncertainties about going concern.
Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or co nditions may cause a company to
cease to continue as a going concern.

Report on other information included in the annual report

The annual report contains other information in addition to the financial statements and our auditor’s report thereon.

Based on the following procedures performed, we conclude that the other information:
• Is consistent with the financial statements and does not contain material misstatements
• Contains the information as required by Part 9 of Book 2 of the Dutch Civil Code for the management report and the other information as required by Part 9
of Book 2 of the Dutch Civil Code.

We have read the other information. Based on our knowledge and understanding obtained through our audit of the financial stat ements or otherwise, we have
considered whether the other information contains material misstatements. By performing these procedures, we comply with the requirements of Part 9 of Book
2 of the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is substantially less than the scope of those performed in our
audit of the financial statements.

Management is responsible for the preparation of the other information, including the management report in accordance with Pa rt 9 of Book 2 of the Dutch Civil
Code and other information required by Part 9 of Book 2 of the Dutch Civil Code.

Description of responsibilities regarding the financial statements

Responsibilities of management and the supervisory board for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with EU-IFRSs and Part 9 of Book 2 of the Dutch
Civil Code. Furthermore, management is responsible for such internal control as management determines is necessary to enable the preparation of the financial
statements that are free from material misstatement, whether due to fraud or error.
 Page 6

As part of the preparation of the financial statements, management is responsible for assessing the company’s ability to cont inue as a going concern. Based on
the financial reporting framework mentioned, management should prepare the financial statements using the going concern basis of accounting unless
management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. Mana gement should disclose events and
circumstances that may cast significant doubt on the company’s ability to continue as a going concern in the financial statem ents.

The supervisory board is responsible for overseeing the company’s financial reporting process.

Our responsibilities for the audit of the financial statements

Our objective is to plan and perform the audit engagement in a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion.

Our audit has been performed with a high, but not absolute, level of assurance, which means we may not detect all material errors and fraud during our audit.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reas onably be expected to influence the
economic decisions of users taken on the basis of these financial statements. The materiality a ffects the nature, timing and extent of our audit procedures and
the evaluation of the effect of identified misstatements on our opinion.

We have exercised professional judgment and have maintained professional skepticism throughout the audit, in accorda nce with Dutch Standards on Auditing,
ethical requirements and independence requirements. The Information in support of our opinion section above includes an informative summary of our
responsibilities and the work performed as the basis for our opinion. Our audit included among others:
• Identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error, desi gning and performing audit
procedures responsive to those risks, and obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control
• Obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the company’s internal control
• Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclos ures made by management
• Evaluating the overall presentation, structure and content of the financial statements, including the disclosures
• Evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair p resentation
 Page 7

Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing the group audit. In this respect we have
determined the nature and extent of the audit procedures to be carried out for group entities. Decisive were the size and/or the risk profile of the group entities
or operations. On this basis, we selected group entities for which an audit or review had to be carried out on the complete s et of financial information or specific
items.

Communication
We communicate with the supervisory board regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including
any significant findings in internal control that we identify during our audit.

Amsterdam, 7 March 2024

Ernst & Young Accountants LLP

signed by R.F. Liem

HIGHLIGHTS 2023 ABOUT TMF GROUP GOVERNANCE SUSTAINABILITY FINANCIAL STATEMENTS TMF GROUP ANNUAL REPORT - 2023 | 140

Table of contents
Highlights of 2023 3 2. Summary of material accounting policies 71
Highlights of 2023 4 3. Material accounting judgements, estimates and assumptions 75
4. Financial risk management 75
Letter from the Chair 5
5. Revenue 80
Letter from the CEO 7
6. Employee benefit expenses 81
About TMF Group 9 7. Office expenses 82
Our strategy 10 8. Professional fees 83
Our purpose and vision 14 9. Other expenses 83
Our clients 16 10. Net finance costs 84
Our people 17 11. Other gains/(loss) 85
Financial review 19 12. Income tax (expense)/benefit 85
13. Deferred tax assets and liabilities 87
Governance 29
14. Non-controlling interest 89
Supervisory Board 34
15. Business combinations 90
Management Board 38
16. Intangible assets 93
Executive committee 39
17. Property, plant and equipment 96
Sustainability 42 18. Right-of-use of assets and lease liability 97
Sustainability 43 19. Financial assets and derivative financial liabilities 100
Risk management 49 20. Contract assets 103
21. Trade receivables and unbilled services 104
Financial statements 60 22. Other receivables 106
Financial statements 61
23. Cash and cash equivalents 106
Consolidated statement of profit or loss 62
24. Equity 107
Consolidated statement of comprehensive income 63
25. Share-based payment 108
Consolidated statement of financial position 64
26. Reserves 109
Consolidated statement of changes in equity 66
27. Loans and borrowings 109
Consolidated statement of cash flow 68
28. Provisions 112
Notes to the consolidated financial statements 71
29. Retirement benefit obligations 113
1. General information 71
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30. Trade and other payables 115 37. Regulatory table 126
31. Commitments 116 Company income statement 127
32. Contingencies 117 Company balance sheet 128
33. Related parties 117 Company statement of changes in equity 129
34. Independent auditor’s fee 118 Notes to the company financial statements 130
35. Subsequent events 118 Other information 132
36. TMF Group entities 119
Independent auditor's report 133