HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 2

FINANCIAL STATEMENTS

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 Group9

Risk management49

Our strategy

10

Financial statements

60

Our purpose and vision

14

Notes to the consolidated financial statements

71

Our clients

16

Independent auditor's report133

Our people

17Highlights of 2023

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITYFINANCIAL STATEMENTS

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 describedfurther in detail in the Financial review section.

TMF GROUP ANNUAL REPORT - 2023 | 4

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITYFINANCIAL STATEMENTS

Letter from the Chair
In my first year as chair of the TMF Group Supervisory Board, I’m delighted to beable to report strong results, with double digit revenue and EBITDA growth overprior year. My own career in global financial and professional services hastaught 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 andoperate 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 stayclose to how colleagues and clients are doing, and the board sees the samedashboards from each individual office on the action, engagement and retention
that underpin our success.

TMF GROUP ANNUAL REPORT - 2023 | 5

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITYFINANCIAL STATEMENTS

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 clientsmanage the risks and opportunities of how they operate. ESG reporting, forexample, is now a significant administrative burden on clients, particularly for
those subject to the EU CSRD requirements. Having TMF Group put together asimple 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 sideof 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 dobusiness 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 wework for and what we do for them are all aligned with that ambition.
Ann Cairns | Chair of Supervisory Board

TMF GROUP ANNUAL REPORT - 2023 | 6

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITYFINANCIAL STATEMENTS

Letter from the CEO
TMF Group exists to be a trusted, global partner to our clients as they invest andoperate around the world. That is the mission that I and my team set forourselves 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 ofproviding 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 levelof client revenue retention at 92% and existing clients are now the large majorityof our growth. We also launched a number of new, complementary services
including ESG reporting, account collections and HR administration. Throughthe 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 ofcolleagues 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 ourpeople 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

TMF GROUP ANNUAL REPORT - 2023 | 7

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITYFINANCIAL STATEMENTS

Our clients need us to be a stable, reliable, long-term partner. In 2023 wedelivered 15% revenue growth and 14% EBITDA growth over 2022 at constantcurrency. 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 thatin 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 ofstrong performance and meeting our promises.
Finally, I want to acknowledge the particular stresses faced by our colleagues inconflict zones. We believe that the best way to ensure a peaceful andprosperous world is to encourage trade and investment between countries, inwhich 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 wereable to back that support up with the first disbursements from the TMF
Foundation, formed in 2023 by management with proceeds from our change inownership.
As ever, I want to thank our clients for their continued trust in TMF Group as apartner to them and our colleagues for their continued hard work in achieving somuch in 2023 and laying the foundations for continued progress in 2024.
Mark Weil | CEO

TMF GROUP ANNUAL REPORT - 2023 | 8

About TMF GroupHIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 10

FINANCIAL STATEMENTS

Our strategy
TMF Group Holding B.V. ("TMF Group") exists to help our clients invest andoperate safely around the world. We provide compliance and administrative
services in 87 jurisdictions. Our broad footprint and set of services allow us tohandle clients’ critical administration across their portfolio of legal entities
around the world in a safe and controlled environment.

The way to invest & operate safely aroundthe world

Our services cover the critical administrative requirements to manage legal
entities efficiently and compliantly. They are managed in three global service
lines:

Critical administration in critical locations• 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%)

Our proposition

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 11

FINANCIAL STATEMENTS

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") asat 31 December 2023 (average of 10,513 FTEs for 2023).

3

TMF Group continues to operate in two offices in Russia for clients who are multinationals andrely on our support. Many have chosen to withdraw and TMF Group is enabling that to happen in
an orderly fashion.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITYFINANCIAL STATEMENTS

TMF Group organises its 87 jurisdictions into 17 markets which are grouped
into 3 regions – EMEA, Americas and APAC. We have experts on the ground inthese locations serving clients locally and as part of global client teams.
TMF Group has been in business serving clients for over 30 years. We havegrown steadily through those decades and several global crises as a result of
our resilience which stems from the following factors:• We operate in a large, growing, and fragmented market. We address a€20bn market that is growing rapidly as firms seek help dealing withincreasing regulatory complexity in employment law, regulatory filings
or fiduciary rules. We are one of the leading firms with an unrivalled global
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
comes from clients using our services in multiple countries. That
proportion is growing rapidly in response to our commercial strategy.
These relationships reflect our global footprint and operating model andare inherently stickier than those in a single country.
• We provide business critical and recurring services. Many of the services
TMF Group provides – such as regulatory filing, or accounting and tax
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 ourrevenue secure and creating a stable cashflow.
• We have a diversified and blue-chip client base. TMF Group works mainlywith multinational firms who themselves tend to be more resilient. Ourlargest 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.

TMF GROUP ANNUAL REPORT - 2023 | 12

• We apply robust controls. Management Board is supported by centralisedGroup functions operating in a three lines of defence model. TMF Group
has a centralised KYC function as part of our Operations team in themarkets we operate, of which each employee is responsible for adhering toGroup-wide AML/CFT and sanctions policies. We have also invested inareas of critical risk such as cyber security including recent measures
to enhance data security with more people working from home and on
laptops.
• We help our clients invest and operate safely around the world. We provide
the administrative services they need to run legal entities compliantly andefficiently, including accounting and tax filings, employee administrationand payroll, incorporation and fiduciary oversight and regulatory services.
Within the broad space of administrative services, our strategy is to become thebest solution for firms with multinational entities to look after. Our uniquefootprint in 87 of the world’s most attractive investment hubs and economies,
as well as our blend of services mean that we can manage operating andinvestment vehicles in various locations.
Particular elements of our strategy are reflective of that overall goal:HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

We created one TMF

SUSTAINABILITYFINANCIAL STATEMENTS

TMF GROUP ANNUAL REPORT - 2023 | 13

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITYFINANCIAL STATEMENTS

Our purpose and vision
Our purpose
We make a complex world simple. We exist to help our clients invest andoperate around the world, speedily, securely and efficiently. We are proud of therole our people play in driving investment and economic growth, making for amore connected and prosperous world.
We recognise that the world’s most attractive markets are often also the mostcomplex 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 suchas 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 ofadministrative 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 bytechnology, but powered by our people, with their local knowledge and insight at
the heart of our proposition.

TMF GROUP ANNUAL REPORT - 2023 | 14

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 15

FINANCIAL STATEMENTS

Our values
Our values reflect the way that we run TMF Group, what we expect from ourpeople 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 toclients operating in multiple
countries. We work as a teamto make clients’ experience of
TMF Group seamless, joining
the dots across different
services and countries to act as
One TMF.

We seek to do more than justcomplete required tasks. We
use our data, market insightand experts on the ground tostay on top of changing rules
and regulations and get aheadof the opportunities and threats
to our clients.

We aim to give the best ofourselves in everything we do.
We partner with our clients tounderstand their needs, make iteasy for them to work with us,
and respond quickly andeffectively to their requests.

We are a people business. We
seek to hire and develop
diverse, talented people and to
give them great careers. We
invest in their technical,
management and leadershipskills to create a high quality.

We recognise the trust that ourclients place in us. We act withintegrity in how we handle that
position of trust. We make surethat we control the risks wemanage on our clients’ behalf.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITYFINANCIAL STATEMENTS

TMF GROUP ANNUAL REPORT - 2023 | 16

Our clients
Grow with our 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 haveseen 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 isthat we serve many of our clients in only a few of their locations, reflecting ahistory of more local client marketing. We have identified around €1bn ofrevenue opportunity by serving 1,400 high potential clients in their otherlocations for the services that they already use us for. We have constructed aconsolidation campaign around this as an important part of our growth plan.

We serve an exceptional set of clients

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITYFINANCIAL STATEMENTS

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% ofthem, 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.

TMF GROUP ANNUAL REPORT - 2023 | 17

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

Average FTE by region

SUSTAINABILITYFINANCIAL STATEMENTS

TMF GROUP ANNUAL REPORT - 2023 | 18

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITYFINANCIAL 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 theacquisition of TMF Sapphire Topco B.V. ("Topco") by a shareholder group led by
CVC Capital Partners and a wholly owned subsidiary of the Abu Dhabi
Investment Authority; and had limited operations during 2022 (nil FTE), incurring
cost of €0.7 million in relation to set up of the new structure. From 1 January
until 31 March 2023, TMF Group Holding B.V. had sole operations in directconnection with the acquisition of Topco and had only incurred transaction
costs of €11.3 million, funded by the shareholders. On 31 March 2023, TMF
Group Holding B.V. acquired 100% of the shares of Topco, indirectly acquiring
100% shares of TMF Sapphire Midco B.V. ("TMF Group"), which consolidates
TMF operational entities. Refer to Governance section of the management
report for further details on organisation structure.

Due to limited operating activities of TMF Group Holding B.V. during the period
from 13 June until 31 December 2022 and 1 January until 31 March 2023, thefinancial information presented has been augmented by adding the full twelve
months financial performance of the operational entities of the TMF Group forthe years 2023 and 2022. This financial information has been adjusted to allow
for a like for like comparison and reconciliations are included in the tables
presented in the Financial review section. The primary operations are a result of
the TMF operating entities, therefore Q1 2023 financial information of the TMF
operational entities and prior year audited 2022 financial information (translated
at 2023 average rates) of TMF Sapphire Midco B.V. is added and financial
information of TMF Group Holding B.V. and intermediate holding companies isdeducted. Refer to KPI table for explanations and definitions.

The operating activities of TMF Group are fully consolidated in the financial
statements of TMF Group Holding B.V. from the date when control istransferred. As a result, the results and cash flow of TMF Group included in the
consolidated financial statements of TMF Group Holding B.V. cover the periodof 1 April 2023 until 31 December 2023; therefore 2023 financial information(results and cash flow) of TMF Group Holding B.V. includes nine months ofconsolidated results of TMF Group in addition to transaction costs incurred in
the first three months of 2023.

In 2023, TMF Group grew both organically and through acquisitions in line with
its stated strategy. TMF Group acquired seven companies in 2023, two of which
completed prior to 31 March 2023.
TMF Group’s reported revenue increased by 14.5% to 825.8 million (2022:€721.1 million). When adjusted for acquisitions and currency effect, organic
revenue grew by 12.8% (2022: 9.3%). All regions and service lines contributed toorganic growth during 2023.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

Results from operating activities before depreciation, amortisation, impairment
charges and non-underlying and separately disclosed items (“EBITDA”)
increased by 13.6% to €256.7 million (2022: €226.0 million) driven by organic
growth, margin initiatives as well as contribution from acquisitions. Adjusted
for acquisitions and currency effect, organic EBITDA grew by 12.0% (2022:
12.0%). Adjusted cash generated from operations excluding cash flow from• All regions contributing• Organic growth 13%• Strong growth in Funds and Americas• Strong contracted business and improved client
retention

TMF GROUP ANNUAL REPORT - 2023 | 20

FINANCIAL STATEMENTS

non-underlying and separately disclosed items (“Adjusted cash generated fromoperations”) increased by €31.1 million to €165.2 (2022: €134.1 million) due toimproved EBITDA partly offset by strategic investments in digitalisation. The
Senior Secured Net Leverage ratio to EBITDA for covenant calculation was 4.8
on 31 December 2023.

• All regions contributing• Organic growth 12%• Improved margins as net effect mix and margin
initiatives• Strict cost control• Investments in Funds and Capital Markets• Reduced leverage• Improved profitability• Improved lock-up with substantial benefit• Further savings on office leases• Step up of investment in digitalisation• RCF not used as per the end of the year
• Refinancing with net inflow of €110 million

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 21

FINANCIAL STATEMENTS

KPIs
TMF Sapphire Midco B.V.

In millions of Euro

Revenue

Like for like adjustments

TMF Group Holding B.V.

2023 (unaudited)20224

Growth 22-23% Growth 22-23

Q1 20235

20226

20237

2022

825.8

721.1

104.7

14.5%

( 198.8)( 721.1)

627.0-( 441.5)

388.08-Gross Profit

510.3

441.5

68.8

15.6%

( 122.3)

Gross Margin

61.8%

61.2%

EBITDA

256.7

226.0

n.a.

n.a.

61.9%

-

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%

Revenue per direct FTE

105.7

100.2

5.5

5.5%

122

(9,713)

10,635-0.2( 100.2)

105.9-

Employee benefit expenses per
FTE

45.0

42.7

2.3

5.4%

n.a.

( 42.7)

45.1-

Ratio of direct to indirect FTEs

2.9:1

2.9:1

n.a.

n.a.

2.9:1

-

Adjusted cash flow fromoperating activities

165.2

134.1

( 79.0)( 134.6)

86.2( 0.5)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
Ratio

4.8x

n.a.

n.a.

n.a.

4.8x

n.a.

4

Management basis shows 2022 comparatives remeasured at constant currency (2023 average

7

rate)
5

financial statements of TMF Group Holding B.V., figures are restated for the impact ofhyperinflation in Argentina and Turkey. Hyperinflation had the following impact on 2023 figures in

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
62022 consolidated figures (translated at 2023 average rates) of TMF Sapphire Midco B.V. areadded and 2022 consolidated figures of TMF Group Holding B.V. and intermediate holding
entities are deducted2023 figures presented in the Financial review are not restated for hyperinflation impact. In the

8

EBITDA and gross profit of TMF Group Holding B.V. are excluding impact of non-underlying andseparately disclosed items in amount of €16.8 million, reclassified to positions of consolidated
statement of profit or loss: €10.4 million to employee benefit expenses, €4.8 million toprofessional fees and €1.6 million to other expenses.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITYFINANCIAL STATEMENTS

Definitions
EBITDA - excluding the impact of hyperinflation and the non-underlying andseparately disclosed items.
First lien - net debt minus cash divided by EBITDA minus lease expenses andincluding 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.

TMF GROUP ANNUAL REPORT - 2023 | 22

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 23

FINANCIAL STATEMENTS

Income statement
TMF Sapphire Midco B.V.

Like for like adjustments

TMF Group Holding B.V.

2023 (unaudited)20224

Growth 22-23% Growth 22-23

Q1 20235

20226

20237

2022

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
disclosed items( 14.9)( 24.7)9.7(39.4%)( 1.9)

24.7( 16.8)-Depreciation, amortisation andimpairment charges( 119.2)( 109.4)( 9.9)

9.0%

19.3

109.4

( 99.9)Operating result

122.5

92.0

30.5

33.2%

( 53.4)( 92.7)

69.2

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)

In millions of Euro

Revenue

Overall revenue growth of 14.5% (2022: 10.7%) includes the in-year impact of2023 acquisitions of Goodbody Fund Management - Ireland, Avanzia Taxand Malta, Premier - Greece, Contexpert - Romania, KPK - India, Sino Corporate
Services Group - Hong Kong and China and Partners Admin - United States ofAmerica. Adjusted for the acquisitions and currency effect, revenue growth in
the year 2023 is 12.8% (2022: 9.3%).
Because of TMF Group’s global operations, several countries operate incurrencies other than Euro. Consequently, TMF Group is exposed to translation
impacts as local currencies are translated into Euro. December 2022 audited
revenue of €743.9 million, restated using 2023 rates, results in an decrease of
the revenue of €22.9 million.

( 0.7)( 0.7)

Employee benefit expense is driven by a 8.2% growth in FTEs, resulting fromgrowth including acquisitions and by 5.4% increase in average employee
expense.
EBITDA improved by €30.7 million from €226 million in 2022 to €256.7 million in
2023. This EBITDA gain stems from revenue growth, margin initiatives, stable
cost control and contribution from acquisitions.
For historical performance of TMF Sapphire Midco B.V., refer to audited
financial statements of 2018 until 2022.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 24

FINANCIAL STATEMENTS

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 byservice line for the year 2023 compared to 2022.
TMF Sapphire Midco B.V.

Like for like adjustments

TMF Group Holding B.V.

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-

In millions of EuroAll 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 arerestated 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

TMF GROUP ANNUAL REPORT - 2023 | 25

FINANCIAL STATEMENTS

Revenue by geographic segment
TMF Sapphire Midco B.V.

Like for like adjustments

TMF Group Holding B.V.

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-

In millions of Euro

EMEA

APAC

EMEA include markets Netherlands, Belgium, Curacao (NBC), Luxembourg,
Germany, Switzerland (LGS), British Isles and Ireland (BII), Nordics, South West
Europe, South East Europe, Central Eastern Europe and Middle East and Africa.
Revenue in EMEA increased by €52.5 million, or 12.8% to €461.6 million in 2023
from €409.1 million in 2022. This growth is driven by double-digit growth in LGS,
BII, Nordics, South West Europe, South East Europe, Middle East and Africa as
well as single digit growth in other markets. The revenue includes the full year
effect of the 2023 acquisition of the business of Goodbody Fund Management Ireland (closed October 2023), Avanzia Taxand - Malta (closed November 2023),
Premier - Greece (closed November 2023), Contexpert - Romania (closed
December 2023). Excluding the impact from acquisitions, the year-over-year
growth amounts €50.9 million, or 12.4%.

APAC include markets South East Asia, Hong Kong, Korea & Japan, China &Taiwan and Singapore, Malaysia and Australasia (SMA). Revenue in APAC
increased by €23.9 million, or 14.3% to €190.7 million in 2023 from €166.8
million in 2022. Growth is mostly driven by South East Asia, Korea & Japan,
Hong Kong and China & Taiwan (double digit).The revenue includes the 2023
acquisition of the business of Sino Corporate Services Group - Hong Kong andChina (closed March 2023) and KPK - India (closed July 2023). Excluding theimpact from acquisitions, the year-over-year growth amounts €21 million, or
12.6%.

Americas
Americas includes markets North America, Brazil, South Spanish Latam andNorth 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 theimpact from acquisitions, the year-over-year growth amounts €19.2 million, or
14.9%.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 26

FINANCIAL STATEMENTS

Cash flow
TMF Sapphire Midco B.V.

In millions of Euro

Like for like adjustments

20224

2023 (unaudited)

TMF Group Holding B.V.

Q1 20235

20226

2023

2022

256.7

226.0

( 70.8)( 226.7)

185.98( 0.7)-

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.

EBITDA
FX

Adjusted cash flow from operating activities is calculated as: EBITDA adjusted
for impact of foreign exchange rates, cash inflow/(outflow) from working
capital, cash outflow from lease payments and capital investments. TMF Group
Holding B.V. presents IFRS 16 Office lease including payments for buildings andvehicles in amount of €23.5 million; €8.8 million of lease payments related to
IFRS 16 software is reclassified to Capex (including licenses) line of the cashflow.
The primary KPI of management for cash generation is the percentage of
EBITDA converted into cash. Cash flow conversion is calculated as EBITDA plus
or minus working capital movement minus capital expenditure minus lease
expenses (IFRS 16) divided by EBITDA. In 2023 the cash flow conversion rate of
64.4% was achieved, compared to 59.3% in 2022.
Cash flows from operating activities improvement stem mostly from EBITDA
gain, partly offset by a step up of capex and leases mostly related toaccelerated investments in development of software, licenses and equipment.

Financing and treasury activities
TMF Group’s treasury function is responsible for ensuring the availability of
cost-effective financing, managing TMF Group’s financial risk arising fromcurrency, interest rate volatility and counterparty credit. Treasury is not a profit
centre and is not permitted to speculate in derivative financial instruments. The
treasury policies are set by the Management Board. Treasury is subject tocontrols appropriate to the risks it manages.
TMF Group’s activities expose it to a variety of financial risks: market risk(including currency risk and cash flow interest rate risk), credit risk and liquidity
risk. TMF Group’s overall financial risk management programme focuses on theunpredictability of financial markets and seeks to minimise potential adverse
effects on TMF Group’s financial performance.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 27

FINANCIAL STATEMENTS

Financial risk management is carried out by the central treasury function under
instruction and with approval of the Management Board. TMF Group’s treasury
function identifies, evaluates and hedges (where considered necessary)financial risks in close cooperation with TMF Group’s operating units. The
Management Board provides guidelines for overall financial risk management,
as well as policies covering specific areas, such as foreign exchange risk,interest rate risk, credit risk, use of derivative financial instruments and nonderivative financial instruments and investment of excess liquidity.
Refer to the risk paragraph for further details on financial risk management.

Financing
TMF Group’s primary sources of finance are secured bank borrowings provided
by a syndicate of banks.
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 $400 million; both senior loans with maturity of May 2028 andRevolving Credit Facility of €181 million with maturity February 2028. Theinterest for Facility B1 is 4.5% plus 3 month EURIBOR (floored at 0%). Interest
for Facility B2 is 5.0% plus 3-month USD TERM SOFR CME.
This resulted in extinguishment of existing senior loans, Lien 1 with principal of€950 million and Lien 2 with principal of €200 million and a loss
on extinguishment of €15.4 million. The loss is reported as part of net financecosts 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 ofwhich €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).

Foreign currency
TMF Group has many foreign subsidiaries that are exposed to various
currencies. Treasury policy is to manage significant balance sheet translation
risks in respect of net operating assets and profit denominated in foreign
currencies. The methods adopted are the use of borrowings denominated inforeign currencies to the extent that cash and debt requirements allow.

Cash management
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
pool regularly upstream cash by settling intercompany balances, dividends orloans.
The cash pool consists of overdraft balances offset by credit balances(“Secured bank overdraft”) and is managed on a net surplus basis. Interest
compensation is applied to the individual accounts within the cash pool.
TMF Group’s treasury function monitors cash balances daily. Appropriate action
is taken to optimise interest costs while at the same time safeguarding
sufficient liquidity. TMF Group continues to review opportunities to improve theefficiency of its cash management including improved Global credit control,
standardised processes which will result in a decrease of lock-up days.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 28

FINANCIAL STATEMENTS

Outlook 2024
We expect TMF Group to continue to grow both organically and throughacquisitions. Growth is expected to continue to come mostly from existingclients by geographic expansion. We also expect new services, like thoseresulting from ESG, as well as acquisitions to contribute to growth.
To support this growth, the number of FTEs is also expected to increase. Our
employees are continuing to work partially remotely and hence we havesignificantly reduced our office space and will continue to do so. We expect
remote working to continue and be a permanent feature of the professional
services industry.
Furthermore we have planned a further investments in capital expenditure bothto support client delivery as well as investment in TMF Group backbone
systems. Those future investments can be funded within the existing (renewed)
borrowing facilities. In case of potential larger-scaled acquisitions TMF Groupwill assess if additional borrowing facilities are required.
In terms of sanctions response, TMF Group took the early decision to exit
Russian-owned clients. That has been acted on and most of such clients havebeen terminated in 2022 already. The few that remain are either prohibited toexit following sanctions or have resolved their Russian ownership. TMF Group
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,
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 forthe business combination, including contingent consideration, has been
completed.

In January 2024, the repricing of senior loans consisting of Facility B1 of €955
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
Facility B1 of €104.1 million, and Facility B2 of $400 million became Total
Facility 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 to2023. 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 isapplied in January 2024. Any difference between the carrying amount of theoriginal 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.

Conclusion
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
that, we have again delivered a solid set of results and 2023 has evidenced yet
again that our strategy is paying off. Despite the challenging geopolitical andeconomic environment we are confident that in 2024 we will further accelerate
our growth and profitability.
Patrick de Graaf | Chief Financial Officer

GovernanceHIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITYFINANCIAL STATEMENTS

TMF GROUP ANNUAL REPORT - 2023 | 30

GovernanceCorporate governance compliance

The Management Board comprises of two Managing Directors, a Chief
Executive Officer ("CEO") and the Chief Financial Officer ("CFO"). The
Management Board aims to have a minimum 50% of Dutch resident directors.
The Management Board is responsible for achieving the TMF Group's
objectives, strategy (including any long term, medium term and short termbusiness plans with operational and financial objectives and parameters to be
applied) and the accompanying risk profile (ensuring that effective internal risk
management and control systems are in place and reported on), theperformance trend and results and for the corporate social responsibility issues
relevant to the business.

TMF Group closely follows the developments in the area of corporate
governance and the applicability of the relevant corporate governance rules for
TMF Group. Any substantial changes to TMF Group's corporate governancestructure or application of the corporate governance code will be discussed by
the Management Board and Supervisory Board.

The Supervisory Board of TMF Group Holding B.V. has further establishedseveral committees, each with a distinct purpose. These committees are: Audit
Committee, Risk Committee, Sustainability Committee, Nomination Committee
and Remuneration Committee. These Committees advise and support theSupervisory 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
members, four of whom are women. TMF Group recognises the benefits ofdiversity, including gender balance. However, TMF Group understands thatgender is only one part of diversity. The company is proud of the teamdiversity with a balanced mix of people regarding gender and cultural
background. The Management Board aims to improve gender diversity on theboards and among senior management personnel and has set target ratios that
one third of seats for Supervisory Board, Management Board and the Executive

Ultimate holding company
TMF Group Holding B.V. (“TMF Group”) is the parent company of ouroperational entities. The majority of the shares in TMF Group Holding B.V. areheld by CVC Strategic Opportunities Fund II ("CVC") and a wholly owned
subsidiary of the Abu Dhabi Investment Authority ("ADIA") and the remainder ofthe shares are held by Stichting Administratiekantoor Management Sapphire.

TMF Group Holding B.V. has a two-tier governance structure, with a Supervisory
Board, comprising of eight Supervisory Directors, responsible for supervising,monitoring and advising the Management Board. CVC and ADIA can appoint
three Supervisory Board members, and three independent members areappointed through the General Meeting.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 31

FINANCIAL STATEMENTS

Committee are held by women by 2027. Both TMF Group's majority
shareholders and the Supervisory Board endeavour to support any
appointments in order to achieve the set target ratios, provided TMF Group is anequal opportunities employer and is committed to hiring the most qualified
employees irrespective of race and gender.

Audit Committee
The purpose of the Audit Committee is to assist the Supervisory Board in its
general oversight of the Company’s accounting and financial reporting
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

9

TMF Sapphire Holdco B.V., TMF Sapphire Topco B.V., Tucano Bidco B.V., Tucano Midco B.V. andTucano Holdco B.V.

10

TMF Group Operating entities include indirect and direct subsidiaries of TMF Sapphire Midco
B.V., TMF Sapphire Bidco B.V. is the direct subsidiary of TMF Sapphire Midco B.V. and the entity
carrying external financing.

The purpose of the Risk Committee is to assist the Supervisory Board in its
general oversight of the Company’s risk management and complianceprograms. As such, the Risk Committee ensures that the Governance, Risk andControl Framework (the "GRC Framework") is effective and aligned to strategy
and risk appetite. The Risk Committee will be responsible for assessing theadequacy, effectiveness and design of the GRC Framework in relation to theCompany’s objectives and strategy, AML, CFT and regulatory compliance, legal,
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

TMF GROUP ANNUAL REPORT - 2023 | 32

FINANCIAL STATEMENTS

The Risk Committee will also be responsible for reporting and making
recommendations to the Supervisory Board concerning governance matters andperforming a review in case of a conflict of interest. The Risk Committee meetsno 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 anenvironmentally and socially sustainable business, capable of generating longterm value for its stakeholders. The Sustainability Committee meets no lessthan 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

TMF GROUP ANNUAL REPORT - 2023 | 33

FINANCIAL STATEMENTS

Nomination Committee

Executive Committee ("ExCo")

The purpose of the Nomination Committee is to assist the Supervisory Board toensure that the Company has the leadership it requires, both now and in the
future. In particular, the Nomination Committee shall assist the Supervisory
Board in the appointment of Managing Directors of the Company or Supervisory
Directors of the Company’s Supervisory Board. The Nomination Committee
meets no less than two times each financial year.

The Management Board of TMF Group Holding B.V. has established the
Executive Committee ("ExCo").

The overview below provides a number of topics discussed during theNomination Committee meetings in 2023, which included:
1. the structure, size and composition of the Management Board; and2. succession of Managing Board Directors and Supervisory Board Directors.
Remuneration Committee
The purpose of the Remuneration Committee is to assist the Supervisory Boardin determining the remuneration of directors and senior management of TMF
Group, on the basis of their merit, qualifications, and competence, andhaving regard to TMF Group's operating results, individual performance andcomparable market statistics. The Remuneration Committee meets no lessthan four times each financial year.
The overview below provides a number of topics discussed during theRemuneration 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.

The purpose of the ExCo is to assist the Management Board in the overall
direction and the (day to day) management and operations of the Company. The
individual members of the ExCo support the Management Board in theirrespective area of expertise. The ExCo members only have an advisory role.
Decision-making in respect to the Company’s overall direction and (day to day)management and operations sits with the Management Board.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITYFINANCIAL STATEMENTS

TMF GROUP ANNUAL REPORT - 2023 | 34

Supervisory Board

Ann Cairns

Karen Green

Krishnan Rajagopalan

Chair of the Supervisory Board and Nomination
Committee

Independent Supervisory Board Director
and Chair of Audit Committee

Independent Supervisory Board Director

Ann started as a research scientist before moving
into investment banking. She rose up the ranks in
Citibank, then became CEO of Transaction Banking
at ABN before joining Alvarez and Marsal. In 2011
Ann joined Mastercard as a C-suite executive leading
all customer-facing business outside the US andconcluded her career as Executive
Vice Chair. Passionate that women should holdequal positions in the corporate world to men, Ann
chaired the 30% Club and is an advocate for womenin science, technology, engineering and mathematics(STEM). Ann was a senior sponsor of the Mastercard
girls4tech programme, designed to encourage
millions of girls worldwide to continue studying
science.

Karen started her career as an investment banker
with Baring Brothers and then Schroders. She
subsequently held various senior positions at GE
Capital, Stonepoint Capital and Aspen Insurance
Holdings, where she was a member of the Executive
Committee and CEO of Aspen UK. She was a Council
Member of Lloyd’s of London. She is currently the
Senior Independent Director of Phoenix Group
Holdings PLC, and a non-executive Director of
Admiral Insurance Group PLC, Asta Managing
Agency Ltd and Miller Insurance Services LLP and
non-executive Director of Great Portland Estates
PLC.

Krishnan is President and CEO of Heidrick &Struggles, a global leadership advisory firm providing
executive search, leadership assessment anddevelopment, organisation and team effectiveness,and culture shaping services. He is a strong
advocate for diversity and inclusion and gender
parity. Before joining Heidrick & Struggles, he served
as a Vice President and partner with a global
management consulting firm, where he focused on
strategy, operations, and transformation across awide range of industries.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 35

FINANCIAL STATEMENTS

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
equity activities in the financial services industry andis based in London. From 2002 to 2007 he worked
for Advent International 2002. Peter holds an MA
degree from the University of Cambridge and an
MBA from INSEAD.

Joined CVC in 2008. Lorne is co-chair and co-head of
the CVC Strategic Opportunities advisory activities
and is based in London. Prior to joining CVC he
worked for UBS, where he was joint Global Head of
Telecommunications and Head of the European
communications group. Lorne holds an MA in
Computer Sciences from the University ofCambridge and an MBA from IMD, Lausanne.

Faris is a Senior Portfolio Manager in ADIA’s Private
Equities Department. Since joining in 2014, Faris has
led a number of ADIA investments in the financial
and business services sectors. Prior to joining ADIA,
Faris worked in the corporate development andinvestment banking groups at UBS. Faris holds a
Master in Finance from ETH Zurich and a Bachelor of
Science in Mathematics from Ecole Polytechnique
Federale de Lausanne (EPFL).

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITYFINANCIAL STATEMENTS

Osama Nahhat

Stefan JankeManaging Director, CVC

Investment Manager, ADIA

Osama is a member of the CVC Strategic
Opportunities investment platform and is based in
London. Previously, he worked in the European
investment team of Bain Capital and as a Strategy
Consultant at Bain & Co. in the Middle East. Osama
has a MSc in Financial Economics from Oxford
University and a BEng from McGill University.

Stefan is an Investment Manager in ADIA’s Private
Equities Department. Prior to joining ADIA in 2018, heworked in Morgan Stanley’s Investment Banking
Division in Frankfurt and London. Stefan holds a
Bachelor’s Degree in General Management from EBS
Universität für Wirtschaft und Recht.

TMF GROUP ANNUAL REPORT - 2023 | 36

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 37

FINANCIAL STATEMENTS

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

Supervisory board

Audit Committee

Risk Committee

Sustainability
Committee

Nomination
Committee

Remuneration
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

Name

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITYFINANCIAL STATEMENTS

TMF GROUP ANNUAL REPORT - 2023 | 38

Management Board

Mark Weil

Patrick De Graaf

Chief Executive Officer
Mark joined TMF Group as CEO in 2018. He is
responsible for setting and executing the strategic
direction for the company, building and overseeing
the Executive Committee, and supporting TMF
Group's 10,000 colleagues to work in alignment withthe company's values. He is passionate aboutcolleague engagement and wellbeing, flawless
service for clients and innovating TMF Group's
products and processes. As CEO, Mark chairs the
management board. Prior to joining TMF Group,Mark was with the Marsh McLennan Group for 25
years, holding senior leadership positions at Marshand Oliver Wyman. Mark graduated from Cambridge
University with a degree in Engineering.

Chief Financial Officer
Patrick joined the board of TMF Group in April 2019as Chief Financial Officer and, with the CEO, is amember of the Management Board. Before joining
TMF Group he worked at KPMG for around 20 years
in their M&A practice and held a number of senior
positions, most recently that of CFO for KPMG
Netherlands. He has a strong track record in financemanagement, with in-depth experience of deal
finance support, operations, and risk and quality
management. He holds degrees in Business
Administration and Accountancy. He attended
INSEAD (the Institut Européen d'Administration desAffaires business school) and the International
Institute for Management Development.

Management Board - meetings andattendance
The Management Board meets when convened, andin any event, at least six times in each financial year.
During 2023 – from a governance point of view
starting as from 31 March 2023 as the two-tierstructure was put in place as from this date - theManagement Board held four meetings. All thesemeetings were held in person at TMF Group’s
address in Amsterdam, the Netherlands in thephysical presence of the entire Management Board.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITYFINANCIAL 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
HR Officer at Intertrust Group. This followed eight
years as Global Head of Talent Management,
Merchant Banking at Fortis Bank. Before specialisingin HR, she held senior positions in the financeindustry, working for MeesPierson and ING
Bank. She supports the Management Board, the
ExCo and the wider organisation in focusing on
attracting, developing and engaging our talent,building the corporate culture and in driving
corporate social responsibility. Angelica holds a
Master’s in Law from Maastricht University, an MSc(Economics) from the London School of Economics
and a Certification in Corporate Governance fromINSEAD.

Daniel is responsible for the services that TMF Group
offers to its corporate, financial services and privateclients. He leads the development of services,
ensuring that TMF Group remains at the cutting edge
when it comes to delivering compliance services toclients. He is widely involved with the numerous
processes that optimise performance on our largest
global accounts. Previously, Daniel led Marsh's
international client advisory services and its UK
private equity practice. He has built a strong trackrecord, delivering data, advisory and processsolutions to corporate and financial services clientsaround the world.

In his current role, which he has held since June
2021, Jan Willem is responsible for global functions
that include sales, marketing, sales operations,commercial transformation and strategic
partnerships. Before joining TMF Group, Jan Willem
held numerous leadership roles during 12 years at
Intertrust Group. He went on to establish Create
Capital Partners, a private equity firm in Amsterdam,with Intertrust’s former CEO. Prior to 2007 he worked
in structured products at merchant bank Kempen &Co and as an international tax attorney with
Freshfields Bruckhaus Deringer. He has a Tax Law
master’s degree from the University of Leiden and ison the board of the Netherlands-America
Foundation.

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Severine Canova

Russell SheldonFrank Welman

Head of Risk & Compliance

Chief Operations & Technology Officer

Head of EMEA

Severine joined the TMF Group Luxembourg
management team in December 2018. She went on
to become Executive Director, leading thegovernance setup for the Luxembourg market. Her
primary focus was risk management, combined withchampioning organisational compliance. In her
current role Severine is responsible for ensuring weknow our clients to protect them and TMF Group,
managing risk to ensure the permanence of ourbusiness, and managing relationships withauthorities and regulators. Prior to joining TMF
Group, Severine spent 18 years with Citco Group in
Luxembourg and France, where she rose to become
Managing Director of the Luxembourg Corporate andTrust business. Severine holds a Master of Business
Law from Strasbourg University Robert Schuman.

Russell leads TMF Group's delivery globally,
including day-to-day client service, along with theoperational and digital transformation of all services.
His wider remit encompasses executive
responsibility for strategy, architecture andmanagement of all technology and platforms
globally, as well as cyber security. Prior to TMF
Group, Russell held senior positions at NGA Human
Resources, Axiom, Hewitt Associates and PwC. He
has a proven track record leading global teams,
client delivery and technology-enabled operationalchange to overcome complex business challenges,
reposition organisational capabilities and maximise
market opportunities.

Frank began heading up the newly createdInternational Region after a period with Intertrust
where he was Managing Director, Luxembourg and amember of the Executive Committee. His extensive
experience includes roles at BDO and MeesPierson
Trust. He was TMF Group's Head of Benelux from2011 to 2015. Frank’s career in the trust sector has
focused on efficiency improvement, revenue growthand EBITDA margins.

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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 theNorth America region. She is passionate aboutclients and people, and the diversity of solutions andopportunities within this growing market. Before
joining TMF Group in 2017, Lisa had a long-standing
career at Scotiabank, both within Canada andinternationally. She joined TMF Group as Country
Leader for Canada, before becoming Global Head ofEntity Management and then Market Head for North
America. Lisa has a Bachelor’s degree inInternational Relations from the University of British
Columbia, a LL.B. from Osgoode Hall Law School
and is a holder of the Trust and Estate Practitioner
designation from STEP.

Monica has dedicated her career to business
transformation in several industries across Canada
and Latin America. Before joining TMF Group in
2019, she held roles at PwC, Deloitte and IBM, latterlyas Vice President and partner for IBM Mexico. She
joined TMF Group to head its Mexico business,before becoming Market Head for North Latam, thenHead of Latin America. Monica holds a public
accounting Licentiate degree from Universidad
Católica Andres Bello, a Bachelor of Science degreefrom Syracuse University and a humanistic studies
Master’s degree from Universidad Virtual
Tecnológico de Monterrey.

Shagun joined TMF Group as India Managing
Director before leading the Southeast Asia
region. Unlocking APAC’s rapid growth potential
across all service areas, with particularly strong
opportunities in funds, capital markets and private
wealth, is a target in his role. He manages strategicclient relationships and his people focus isdemonstrated by external positive working culture
recognition across the jurisdictions. Prior to joining
TMF Group, Shagun’s career spanned consulting andfunctional finance, including positions at Arthur
Andersen, General Electric, Microsoft and Grant
Thornton. He sits on multiple multinational boards as
an independent director. He is a Six Sigma black belt,
a qualified chartered account and has degrees incommerce and bartending.

Sustainability

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Sustainability
SUSTAINABILITY REPORTING
Significant sustainability topics
TMF Group is committed to making a positive impact to the communities where
it operates, and aims to integrate comprehensive sustainability reporting withfull assurance into its annual report by end of financial year 2025. In 2023
TMF Group made significant steps forward on this journey, undertaking its firstassessment of sustainability topics to identify what should be consideredsignificant to the business.
This was done by assessing a full range of topics against the following criteria:• Positive Impact - Topics where TMF Group's operations can make apositive difference to communities or the environment where TMF Group
operates.
• Negative Impact - Topics where there are potential negative consequencesof TMF Group's operations on communities and the environment.
• Financial Risks - Topics where communities and the environment pose apotential risk to TMF Group's financial performance.
• Financial Opportunities - Topics where communities and the environment
present opportunities to improve TMF Group's financial performance.

Based on the assessment TMF Group considers nine topics significant to its
operations. TMF Group plans to incorporate those topics in TMF Group's
sustainability reporting framework, with ambitions and achievements covered in
the group’s impact reports. Further work in 2024 aims to validate thisassessment with stakeholders from across our value chain, to ensure ourreporting framework aligns to upcoming regulatory requirements.
The topics are combined in three separate categories, as outlined below.

Governance Topics• Corruption and bribery - As part of its operations, TMF Group frequently has
access to client accounts, makes payments and holds positions offiduciary responsibility on behalf of clients. Effective controls to prevent
bribery and corruption are critical in preventing negative outcomes forclients. Providing easier client access to best practice controls has apositive impact on efforts to tackle corruption and bribery globally. Failure
to maintain these controls would pose a risk to TMF's reputation andrevenue.
• Information management - In the provision of services TMF Group handles
significant volumes of company sensitive and personal data on behalf ofclients. Effective controls over the management of such information
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 riskof escalating cost of maintaining these controls as information security
threats increase their sophistication.

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FINANCIAL STATEMENTS• Transparency - Through the administration of entities used for structuringof investments and corporate groups, TMF Group is often responsible formaking or supporting client disclosures in line with international and local
requirements, often designed to promote sustainability and expose illicit/
unethical activities. Such disclosures are facilitated by the knowledge of
TMF Group's network of local experts and their relationships withregulators. Capitalising on this capability is a major driver of commercial
expansion for the business, but comes with material risk of sanctions andreputational damage if responsibilities are not fulfilled.
• Corporate culture - Research shows that an effective corporate culture built
on strong values is a key enabler of strong performance, both from afinancial and social impact perspective. This is also true for TMF Group,
were establishment of positive culture across the firm accelerates efforts
to mitigate risks and unlock opportunities across the business.

Social Topics• Working conditions of employees - TMF Group employs over 11,000
people, with the expertise held by colleagues in 87 jurisdictions key to ourservice proposition to clients. How the group treats these colleagues has
the potential to bring both positive and negative consequences to thecommunities where they are based. Failing to protect employee working
conditions also poses a risk to the stability of business operations.
• Equal treatment and opportunities for all - The growth of the business andemployee 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 andeffective team, with positive social consequences across our communities.

• Community involvement - The geographic diversity and expertise of the
TMF Group employee base provides a capability to support cross bordercollaboration, establish effective governance controls, and mobilise
extensive networks of support. When applied to social projects thiscapability has the potential to make a positive contribution to communities
where we operate.

Environmental Topics• Climate change mitigation - TMF Group is part of the supply chain of asignificant international client base including many of the world’s largest
corporate groups and investment firms. Such clients are increasingly
making climate commitments, which require similar commitments to bemade across their supply chain. Working towards such a plan would makea positive difference to global efforts to mitigate climate change, and also
mitigate risks to future growth if TMF Group is unable to keep pace with theambition of its clients.
• Energy - Within corporate environmental commitments, Scope 1 and 2
emissions are often seen as the most actionable, as require control over
the resources directly consumed by the company. Energy consumption in
offices is the largest component of Scope 1/2 emissions for TMF Group,and therefore is a key area where the business can make a direct difference
to global GHG emissions.

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Sustainability Impact Report – Living our Values
To manage impact on significant Social and Governance topics we haveorganised a sustainability programme around five themes aligned to our groupvalues. 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 ofclients, 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 alsoestablished 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.

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Insight

Service

TMF Group's purpose sets out an ambition to the business to support
multinational businesses in operating safely and securely across a large
geographic footprint. Delivering on this has a positive impact in building better
governance practices for multinational organisations and supportinginternational trade and investment flows between nations.

TMF Group provides critical administration services to clients, where protecting
the accuracy and integrity of information we process is crucial to avoid negative
repercussions.

The success of these efforts can be seen in the ability of the business to growthe number of jurisdictions and services it provides to its clients, demonstrating
increased coverage and need for the support we provide.
2023 sales records shows that expansion of existing multinational accounts isthe most important driver of our growth, and growing in significance each year.
This shift has been supported by the additional insight we bring to clients
regarding managing complexity of doing business across borders – forexample in the publication of the group’s 2023 Global Business Complexity
Index (GBCI), a 10th anniversary edition.
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
multinational complexity. This includes the launch of ESG Administration
Services in 2023, which provides a capability to support clients with theincreasing administrative processes of ESG compliance.
In 2024 we aim to build on this work with the introduction of the ‘OneWorld’
expansion programme, which provides a greater focus on growing as a
‘Performance Partner’ for our global accounts.

Recognising this, in 2023 the group launched it’s ‘Flawless Service’ campaign, to
promote service excellence standards across the business. This included thelaunch of the three service excellence behaviours – Accountable, Proactive, andThoughtful, through a global internal communication campaign to engage
colleagues.
These commitments are supported by a range of delivery controls to help
protect client information and service quality. This includes assurance acrossan ISAE 3402 control framework for Payroll, IT, and Fund Services, and ISO
27001 compliance across our locations. We also maintain dedicatedinformation security and data protection teams who oversee policies, controls,and compliance to make sure we fulfil our responsibilities to protect client
personal and sensitive information.
Continuing to improve our standards of service also relies on the feedback we
receive directly from clients. In 2023 we have been working to create additional
ways for clients to share concerns, such as creating a Speak Up Channel on our
website. All client escalations are monitored centrally to ensure these areproperly addressed. Our client engagement survey is also sent annually togather comments from our clients.
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 ofservice in 2024.

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Integrity
Maintaining credibility with our clients, employees, and investors requires
TMF Group to adhere to a high standard of corporate governance.
This includes maintaining a mature and comprehensive set of policies withmandatory training for all employees on critical topics (such as bribery andcorruption). Training completion rates are centrally monitored, with any
instances of non-compliance addressed. We also set careful controls on client
acceptance (by the client acceptance committee), have central initiatives toenhance controls over key business risks, and maintain a transparent dialogue
with regulators across our 26 regulated jurisdictions.

This ambition is supported by a mature HR platform which maintains acomprehensive set of policies and talent programmes at a group level, which
are then localised with the support of region, market, and country level HR
support. A consistent HR technology backbone makes this possible, including
HRIS, Talent Acquisition, and Performance Management tools.
Employees are regularly consulted on their views on the business, with
employee satisfaction surveys conducted three times in 2023. Feedback is thenshared with management, who are responsible for acting on changes tocontinuously improve our colleague value proposition. TMF Group also
cooperates with formal employee representation in relevant locations (e.g.
Works Council).

We invest in a number of ways to hold ourselves to the standards we set. Our
process adherence is regularly reviewed through our internal audit function withfindings regularly discussed in key management forums. Colleagues and clients
also have the opportunity to highlight any concerns anonymously andconfidentially through our Speak Up Channel, in line with our whistleblowing
policy.

A key focus has been improving the proportion of experienced vacancies being
filled by internal promotion. This has been measured since 2022 and has been aparticular focus of management in 2023, resulting in a positive step forward inpromotion rates (increased from 31% in 2022 to 45% in 2023). We are targeting
further improvement in this measure in 2024, with the support of a new talent
platform which has been approved for implementation this year.

Overall, our business controls are well regarded in the industry with our
Ecovadis ratings consistently positioning us within the top 4% of companies in
our industry group for ethics.

The overall success of this programme is monitored through our colleague
engagement score (increased from 65% in 2021 to 69% in 2022 and finally 71%
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
positively for the last three years, which we aim to continuously improve in theyears ahead.

TalentPeople are at the heart of the TMF Group proposition, and so supportingcolleagues in their ambitions as a fair employer is key to the commercial
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.

Teamwork
TMF Group started 2023 with the completion of its Diversity, Equity, andInclusion 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HIGHLIGHTS 2023

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women in senior business roles. Women represent 67% of TMF Group
employees, but are a smaller percentage of senior positions. This gap has beenclosing in recent years (increased from 39% in 2021 to 42% in 2022 and 44% in2023), but the group is aiming to close this gap further in the years ahead byremoving barriers preventing women advancing in the organisation.
TMF Group also significantly increased engagement in CSR initiatives in 2023. A
new partnership was launched with Bridge for Billions, which will utilise theexpertise of several hundred employees in mentor relationships with social
entrepreneurs. The initiative will help the entrepreneurs learn from TMF Groupexperience in business while developing mentoring skills for our employees.
The CSR committee also increased the availability of funding to support locally
led initiatives, managed through the established network of local CSR
ambassadors. Since launching the updated approach in August over 350
colleagues have been engaged in 11 group sponsored local initiatives, with €55
thousand of group investment deployed alongside €12.5 thousand of colleague
fundraising. We aim to build on this momentum in 2024 to further step up CSR
engagement.
Finally, 2023 saw the formalisation of the TMF Foundation. The group have ahistory of using our international reach to support colleagues and their families
in times of need (e.g. warfare, natural disasters, pandemics). TMF Foundation
formalises this support mechanism with clear governance and ring-fenced
funding. The first claims on this fund were approved in the second half of 2023.

Climate Impact Report
TMF Group is committed to limiting the carbon impact of its services, by taking
responsible steps to mitigate the risk of climate change.

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Employee led initiatives have been running for several years in this area,
including office led initiatives to control waste, educate colleagues, andpromote ‘Tree per Client’ programmes across the business. In 2023 the groupalso took steps towards formalising its GHG reporting and climate
commitments by completing a carbon inventory exercise with the support ofexternal advisors.
This work estimates that four key areas represent over 80% of the group’s
emissions footprint:
i. Remote working - A high share of TMF Group employees work remotely forsome of their time. This reduces the impact of commuting and officebased emissions, but introduces emissions related to home working
environments into the TMF Group GHG reporting scope.
ii. Procurement - Suppliers to TMF Group for both purchased and capital
goods have GHG emissions associated with their services, which form partof the group’s scope 3 emissions. Much of this is technology related
procurement, linked to the supply of hardware and software needed tocomplete and support client work.
iii. Employee commuting - TMF Group has many employees who commute tocity-based offices for most of their working days. Typical commuting
methods vary by location but collectively make a significant contribution toscope 3 emissions.
iv. Purchased energy - Of the emissions the group directly controls (Scope 1
and 2), energy purchased for heating, cooling, and supply of electricity tooffices is the most material. Control over energy provision varies across thebusiness based on local availability and the nature of office leases.
In 2024 the business aims to introduce a series of initiatives to reduce thecarbon 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.

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Risk management
TMF Group business is subject to risks and uncertainties both as a firm in ourown 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 themost important thing for us to get right. It is a pillar in our One TMF frameworkand 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 ourdefence 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 toprovide structure and focus. Regardless of these technical approaches to risk
management, we believe that flawless risk management ultimately stems fromleadership 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 toas 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 ouractions to mitigate them. They are categorised as strategic, operational andfinancial and listed in that order.

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Attract and retain talent (strategic)
Risk description
TMF Group is dependent on its ability to retain and attract the key people itneeds to execute its strategy.
A higher turnover rate among employees could potentially increase recruitment
and training costs and could materially adversely impact the quality of services
TMF Group provides to its clients. At the most basic level, high staff turnoverleads to poorer client service as well as weaker compliance with core
procedures such as documentation and filing.

Controls and mitigations
TMF Group has made colleague engagement a KPI for its One TMF programme.
That has ensured that we offer a competitive employee value proposition, butalso that we invest in colleagues from their onboarding into TMF Group on totheir performance management and personal development with us. We operatewith the support of regional delivery centres (RDCs) to provide scaled, stablesupport for local teams that are often staffed by fewer people in highly mobile
labour markets where all competitors suffer from elevated turnover.

Acquire or integrate new businesses(strategic)
Risk description
Since TMF Group's formation in 1988, we have grown significantly throughacquisitions. Going forward, acquisitions will continue to be a driver of growth
as we find businesses that add to our client capability and fit our strategy andculture. Potential uncertainties in the availability of appropriate targets and theirsuccessful integration into the organisation could mean TMF Group is unable toacquire businesses to achieve the inorganic growth component of strategic
objectives. More likely, poor experience with candidate firm selection or
integration could undermine our investors’ confidence in our ability to acquire
successfully.

Controls and mitigations
TMF Group has a merger and acquisition team that possesses significant
experience to scan the market for potential acquisition candidates and manage
the M&A process. TMF Group also has an integration team in place to integrate
new acquisitions in the business. We select businesses with great care for theircultural 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 whichhave 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 ofAmerica).

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Changing market dynamics and regulation(strategic)

Onboarding and monitoring of ourportfolio of clients (strategic)

Risk description

Risk description

Significant changes in TMF Group's competitive business environment anduncertainties in the regulatory environment, legislative or market changes and
TMF Group's potential inability to successfully develop and market new
products, could challenge delivery and may have a material adverse effect on
TMF Group business. More fundamentally, TMF Group provides a number ofservices that are regulated in particular jurisdictions and require licences tooperate. A regulatory sanction or loss of licence could have a significant
financial and reputational impact.

TMF Group’s ability to service clients is dependent on its compliance with local
laws, regulations, international recommendation and sanctions. A breach of thisregulatory framework could expose TMF Group to a significant financial loss,
regulatory or legal sanctions (including potential loss of license to operate) andreputation damage.

Controls and mitigations
TMF Group has dedicated specialised teams that closely monitor, track andanalyse developments of the regulatory and competitive landscape to identify
new threats and ensure pro-active development of opportunities. Thesechanges matter to our own compliance with relevant regulation, but also to ourability to help clients stay compliant. We operate an AI tool that scans relevant
global regulation changes as an enhancement to our client offering and as ahelp to our own management of this risk.
We manage risk through our three lines of defence starting with practices andmarkets 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 certificationand compliance monitoring.

Controls and mitigations
TMF Group has a robust regulatory compliance framework composed of
Policies and Procedures including KYC and AML/FT requirements which areenhanced on a regular basis to adapt with the regulatory environment changes.
When specific local laws in location where TMF Group operates imposed
specific requirements those requirements are integrated in the policies andprocedures for that specific location. TMF Group maintains ongoing screeningof its portfolio of clients and reassessment of the clients mandates on a Risk
Based Approach. All staff and third parties, including subcontractors and joint
ventures where TMF Group has operational control, are required to operate inaccordance with TMF Group’s regulatory compliance framework. Global
communication and mandatory training programs are in place to increase
compliance awareness.

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Compliance with laws and regulations(operational)

Satisfy client requirements (operational)

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
which in turn are driven by their satisfaction with our service. As such, we areexposed to any service deterioration that may impact our reputation with aparticular client or more widely in our client community.

TMF Group operates a in global market constantly influenced by changes inlaws and regulations. These changes may have significant impact on TMF
Group's business and products and bring uncertainties to existing andprospective clients. Non-compliance with changes to laws and regulations may
result in reputation damage, criticism, fines, disputes and litigation.

Controls and mitigations
TMF Group has a Group Risk and Compliance Function and a Global Legal
Function with dedicated risk & compliance and legal specialists that monitor,
track and analyse developments of the regulatory landscape closely to identify
changes. New laws and regulations, or changes therein and their impact on
TMF Group operations are pro-actively shared, included in policies andprocedures and in (compulsory) training programs. Where and when required,
TMF Group's processes, services, products and business are reviewed andadjusted for compliance with laws and regulations. TMF Group companies willcomply with the higher of local regulatory/legislative requirements or TMF
Group compliance policies.

Risk description

Controls and mitigations
TMF Group has a diversified client base, with limited revenue concentration (ourlargest client represents just 2.3% of group revenue). Nevertheless, we havemade client care our first group value and treat our service of existing clients as
the foundation for our growth. As such, we set a strong emphasis on client carein all our communication and in particular the need for prompt, corrective action
at any point that a client issue may arise. We measure client satisfaction
periodically (NPS metrics) and have implemented an event-driven system formonitoring client satisfaction and service quality. We have also created a
specialized set of Client Service Directors and Managers for our largest andmost complex relationships to ensure flawless co-ordination and day-to-day
delivery.

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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 bymacro-economic or geopolitical factors given the critical, recurring nature ofservices we provide. Also most of our clients are already established in the
countries where they seek our help and are aware of protectionism andgeopolitical risk. Indeed, increasing complexity can increase demand for ourservices 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 (GDPgrowth), impacting client levels of business activity and investment in thoselocations. Part of our purpose is to help ‘make a complex world simple’ and weseek to play our modest part in encouraging simpler, more aligned rules fordoing business.

Controls and mitigations
TMF Group monitors its competitive landscape, identifying new threats andopportunities, including changes to the macro-economic, regulatory or politicalenvironment 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 waslimited.

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Technology innovation risk (operational)
Risk description
The technological environment in which TMF Group services are delivered
continues to change rapidly. That ranges from new platforms with enhanced
functionality, new tools for digitising and automating previously manual
processes and more radical innovation using artificial intelligence (AI)technology. TMF Group continues to adopt this technology, because werecognise 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 theirbusiness or investments around the world.
We continue to focus on developing and investing in the best technologies toserve our clients, including evolving our use of technology to help clients withdata insights that add value beyond the core service of managing theirprocesses 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.

TMF GROUP ANNUAL REPORT - 2023 | 54

Our digital strategy and investments bring together transformative anddisruptive technology capabilities to create new digital delivery models, enhanceclient experience and provide our clients with valuable insights as they run theirbusiness 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 way our Accounting, Tax, Company Secretarial, Entity Management andFund Administration clients engage and interact with our teams and suite ofservices, wherever they are on their journey with us. As well as this, more than
3,000 entities and 100,000 client employee users are on Horizon, ourcomprehensive portal providing HR administration and Payroll services.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 55

FINANCIAL STATEMENTS

Information Security Management(operational)

Reliance on third parties (operational)

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 injurisdictions where TMF Group does not have presence). Potential failure of athird party including joint ventures and suppliers, to deliver services toagreed specification could lead to TMF Group's inability to fulfil client
requirements, resulting in penalties, loss of client contracts and reputational
damage.

TMF Group may be the target of attempts to gain unauthorised access to its IT
systems, data and funds. The nature and size of the significant inherent
information security risks that the industry faces may result in loss of or
unauthorised use of sensitive and confidential information. Cyber attacks ingeneral have been increasing over the last years, further accelerated over the
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
TMF Group has a continually improving IT security and data protection
framework in place to mitigate the evolving threats in information and cybersecurity, 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 ouroperations. 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 andinformation security management. All staff in TMF Group are required tocomplete annual awareness training programmes. TMF Group implemented astrong communication within the organisation about Information Security andData 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 chanceof a successful fraud.

Risk description

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 withTMF Group standards.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 56

FINANCIAL STATEMENTS

Exchange control restrictions (financial)

Foreign currency exchange risk (financial)

Risk description

Risk description

Exchange control restrictions or other restrictions regarding the repatriation offunds from certain countries in which TMF Group operates including regulatory
capital restrictions could hinder our ability to make foreign investments andprocure foreign denominated financing.

TMF Group operates internationally and is exposed to foreign exchange risk
arising from various currency exposures, primarily with respect to the US Dollar
and related currencies. In several markets client contracts are denominated inEuros or US Dollars although this is not the functional currency in thesemarkets. Foreign exchange risk arises from future commercial transactions,recognised assets and liabilities and investments in foreign operations.

Controls and mitigations
TMF Group regularly repatriates cash to avoid high cash balances accumulatingin local offices. With the exception of Russia and in respect of internationalsanctions, TMF Group currently does not face any restrictions to repatriate cashfrom local offices, albeit that certain countries only permit a delayed repatriation
via dividends. The Group is required to maintain a specified level of local
liquidity in certain of the jurisdictions in which it is regulated, which amounted to€2.8 million (2022: €1.9 million) across all jurisdictions as at 31 December
2023.

Controls and mitigations
Currency exposure arising from the net assets of TMF Group's foreign
operations is managed primarily through limiting the net assets in foreign
operations to the extent possible. Furthermore, TMF Group aims as much as
possible to invoice revenue in local currency to align with the cost base. No
further hedging of foreign exchange risk takes places. As at 31 December 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

TMF GROUP ANNUAL REPORT - 2023 | 57

FINANCIAL STATEMENTS

Interest rate risk (financial)

Accounting estimate risk (financial)

Risk description

Risk description

Interest rate risk is the risk that unexpected interest rate changes negatively
affect TMF Group's results, cash flows and equity.

TMF Group makes estimates and assumptions for the future. The resulting
accounting estimates will, by definition, rarely equal the related actual results.
The critical accounting estimates and assumptions that may affect reported
amounts of assets, liabilities income and expenses within the next financial year
are:Controls and mitigations
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
interest rate risk mainly arises from long-term borrowings. At 31 December
2023, the interest on the external borrowings in EUR is hedged for 84% (2022:
70%) and on external borrowings in USD for 70% (2022: no USD borrowings).
The remainder of the interest is variable and linked to Euribor and USD TERMSOFR CME.
At 31 December 2023, if market interest rates had been 100 basis points higher
with all other variables held constant, then the net result would have been €4.0
million lower (2022: €2.1 million) and if market interest rates had been 100
basis points lower with all other variables held constant, then the net result
would have been €5.1 million higher (2022: €0.9 million).

• valuation of intangible assets in relation to acquisition of TMF Sapphire
Topco B.V. (purchase price allocation),• impairment of goodwill,• recognition of and measurements of provisions and contingencies.

Controls and mitigations
TMF Group has an experienced group finance team reporting to the Chief
Financial Officer. This team is primarily responsible for proposing material
accounting estimates approved by the audit committee. TMF Group uses input
from other departments where required. TMF Group has summarised
accounting policies as part of a Digital Accounting Manual and has anexperienced Manager Technical Accounting.
Estimates and underlying assumptions are reviewed on an ongoing basis andrepresent best estimate by the management.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 58

FINANCIAL STATEMENTS

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
Group to significant financial loss, regulatory or legal sanctions (including
potential loss of license to operate) and reputation damage.

Unethical and/or fraudulent activities perpetrated by our employees, our clientsor third parties, could expose TMF Group to significant financial loss, regulatoryor 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, withoverarching Binding Corporate Rules. All staff and third parties, including
subcontractors and joint ventures where TMF Group has operational control, arerequired to operate in accordance with TMF Group's Binding Corporate Rules
under the TMF Group Supplier Code of Conduct. Global communication andmandatory training programs are in place to increase complianceawareness. Global data protection compliance is managed centrally by the
Global Head of Risk and Compliance and the Group Privacy Office, together witha network of data protection experts, compliance experts and legal counsels inmarkets TMF Group operates in. Adherence to Binding Corporate Rules is
audited on regular intervals by an independent Internal Audit function.

TMF Group has a robust regulatory and operational control framework, with an
overarching Code of Conduct. TMF Group maintains a ‘zero tolerance’ regime
for any employee who knowingly breaches any laws or regulations, with all
such actions reported to the Management Board, and potentially resulting in
disciplinary action up to and including dismissal. All staff and third parties,
including subcontractors and joint ventures where TMF Group has operational
control, are required to operate in accordance with TMF Group's Code of
Conduct respectively TMF Group Supplier Code of Conduct. Global
communication and mandatory training programs are in place to increase
compliance awareness.
TMF Group companies will comply with the higher of local regulatory/legislativerequirements or TMF Group compliance policies.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITYFINANCIAL STATEMENTS

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 andorders are rendered by competent authorities and may increase during periodsof 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 inplace. 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 isreviewed and evaluated and – if necessary – provided for. TMF Group
maintains appropriate insurance.

TMF GROUP ANNUAL REPORT - 2023 | 59

Financial
statements

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITYFINANCIAL STATEMENTS

Financial statements
TMF Group Holding B.V.

TMF GROUP ANNUAL REPORT - 2023 | 61

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 62

FINANCIAL STATEMENTS

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 fees8

(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-(105.8)

-

(1.4)

-

Finance expenses
Net foreign exchange gain/(loss)
Net finance costs

10(105.3)-

Other gains / losses

11

(0.5)

-

(37.7)(0.7)(18.1)-(55.8)(0.7)(56.3)

(0.7)

0.5

-

(55.8)(0.7)

Result before income tax
Income tax expense

12

Result for the period
Attributable to:
Owners of the parents
Non-controlling interests
Result for the period

14

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 63

FINANCIAL STATEMENTS

Consolidated statement ofcomprehensive income
In millions of Euro

Note

2023

2022

(55.8)

-

2.0

-

(0.2)

-

Total items that will not be reclassified to income statement

(0.2)

-

Foreign currency translation differences for foreign operations(28.1)-

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)-

Result for the year
Acquired in business combination
Remeasurements of post-employment benefit obligations

29

Cash flow hedge - Costs of hedging reserve

Attributable to:-

Owners of the parent
Non-controlling interest
Total comprehensive result for the year

14

(81.5)-

0.5-(81.0)-

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 64

FINANCIAL STATEMENTS

Consolidated statement of financial
position
In millions of Euro

Note

31 December 2023

31 December 2022

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

-

-

3,275.8-

AssetsTotal non-current assets
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

-

5.9

-

356.0

-

586.4

-

3,862.2-

Income tax receivable
Cash and cash equivalents
Total current assets

TOTAL ASSETS

23

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

In millions of EuroSUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 65

FINANCIAL STATEMENTS

Note

31 December 2023

31 December 2022

24

45.8

-

1,702.0-(27.0)-(55.2)(0.7)

1,665.6

(0.7)

13.8

-

1,679.4(0.7)

EquityShare capital
Share premium
Other reserves

26

Retained earnings
Total equity attributable to owners of the parent

Non-controlling interest

14

Total equity
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

-

1,647.7-

Total non-current liabilities
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

TMF GROUP ANNUAL REPORT - 2023 | 66

FINANCIAL STATEMENTS

Consolidated statement of changes inequityAttributable to ownersof the parent
Share capital

Share premium

Other reserves

Accumulated losses

Total

Non-controllinginterest

Total equity

Balance at 13 June 2022

0

-

-

-

-

-

-

Result for the year

-

-

-

(0.7)

(0.7)

-

(0.7)

Total other comprehensive income

0

-

-

-

-

-

-

Total comprehensive income

-

-

-

(0.7)

(0.7)

-

(0.7)

-

-

-

-

-

-

-

In millions of Euro

Other comprehensive income

Transactions with owners
Total transactions with owners, recognised directly inequityBalance at 31 December 2022

0

-

-

(0.7)

(0.7)

-

(0.7)

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 67

FINANCIAL STATEMENTS

Attributable to ownersof the parent
Share capital

Share premium

Other reserves

Accumulated losses

Total

Non-controllinginterest

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)

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)

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 inequity45.8

1,702.0--

1,747.8(1.1)

1,746.7

Balance at 31 December 2023

45.8

1,702.0(27.0)(55.2)

1,665.6

13.8

1,679.4

In millions of Euro

Other comprehensive income

Transactions with owners
Shares issued

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 68

FINANCIAL STATEMENTS

Consolidated statement of cash flow
Note

2023

2022

(37.7)(0.7)

Operating activities
Result before income tax
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

-

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

-

Working capital adjustments

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 69

FINANCIAL STATEMENTS

Note

2023

2022

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)

-

(1,750.6)-

Investing activities

Net cash flows used in investing activities

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

-

90.2

-

23

0.0

-

23

90.2

0.0

Net movement in cash and cash equivalents

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

Cash and cash equivalents at 31 December

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITYFINANCIAL STATEMENTS

TMF GROUP ANNUAL REPORT - 2023 | 70

TMF Group Holding B.V. ("TMF Group") presents its cash flows from operating
activities using the indirect method. TMF Group has reconciled profit before tax tonet cash flows from operating activities by making adjustments for amortisation
expenses, depreciation expenses, impairment expenses, provisions and employee
benefits expenses, finance income and expenses, changes in foreign currency
excluding movement in currency translation reserves and other losses. Working
capital adjustments included in the statement of cash flows relate to financial
assets, trade receivables, unbilled services, other receivables, trade payables andother payables.

Cash related to business combinations is included in cash flow from operating
activities if related to transaction costs or cash flow from investing activities if thisrelates to net cash acquired with the subsidiary.

TMF Group has elected to classify interest received and interest paid (includinginterest on lease liabilities and interest arising from revenue contracts, if there isany) as cash flows from operating activities.

In the statement of cash flows, TMF Group classifies cash payments for the
principal portion of the lease liability within financing activities, cash payments forthe interest portion of the lease liability as cash flows from operating activities andshort-term lease payments, payments for leases of low-value assets and variable
lease payments not included in the measurement of the lease liability within
operating activities.

TMF Group has classified cash flows arising from costs incurred to obtain acontract as cash flow from operating activities. Costs incurred to fulfil a contractthat 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 inproperty, plant and equipment and disposal of intangible assets and property, plantand equipment.

Following cash flows are included in the cash flow from financing activities of TMF
Group: proceeds from issuance of shares, cash payments to owners to acquire or
redeem the entity’s shares, proceeds from borrowings, repayments of borrowings(including lease liability), transaction costs in relation to refinancing of loans anddividends paid to non-controlling interest.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 71

FINANCIAL STATEMENTS

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
address of the registered office is at Herikerbergweg 238, 1101 CM Amsterdam,
the Netherlands. The Chamber of Commerce number of TMF is 86647385.

The principal accounting policies applied in the preparation of these consolidated
financial statements are set out below. We have consistently applied these policies
during the period, unless stated otherwise.

TMF Group Holding B.V. is the parent company of our operational entities. The
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
Investment Authority ("ADIA") and the remainder of the shares are held by Stichting
Administratiekantoor Management Sapphire ("STAK").

2.1 Basis of preparation

The consolidated financial statements for the year ended 31 December 2023 of
TMF Group Holding B.V. were authorised for issue by the Board of Directors on 7
March 2024.

We have prepared the consolidated financial statements on the historical costbasis, except for the revaluation of certain financial assets and liabilities (including
derivative financial instruments) measured at fair value and retirement benefit
obligations of which the plan assets are measured at fair value.

The consolidated financial statements of TMF Group Holding B.V. (further "TMF
Group") have been prepared in accordance with International Financial ReportingStandards (IFRS) as adopted by the European Union.

The preparation of financial statements in conformity with IFRS requires the use ofcertain 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

TMF GROUP ANNUAL REPORT - 2023 | 72

FINANCIAL STATEMENTS

The consolidated financial statements are prepared on a going concern basis.

New and revised IFRS standards in issue but not yet effective

The consolidated financial statements are presented in euros and all values arerounded to the nearest hundred thousand (€000,000), except when otherwise
indicated.

A number of new standards are effective for annual periods beginning after 1
January 2024 and earlier application is permitted, however, TMF Group has notearly adopted the new or amended standards in preparing these consolidated
financial statements.

2.1.1 First-time adoption of IFRS
These consolidated financial statements are the first consolidated financial
statements prepared by TMF Group in accordance with IFRS. Hence TMF Group isa first-time adopter of IFRS and applied IFRS 1 First-time Adoption of International
Financial Reporting Standards.
The Group has prepared these consolidated financial statements that comply withIFRS applicable as at 31 December 2023, together with the comparative period
data for the year ended 31 December 2022, as described in the summary ofmaterial accounting policies. In preparing the financial statements, TMF Group's
opening statement of financial position was prepared as at 13 June 2022, that isdeemed to be TMF Group's date of transition to IFRS.
Previously, TMF Group did not prepare any consolidated financial statements, as
permitted by Article 407, paragraph 1 Sub b, Book 2 of the Dutch Civil Code.
Therefore, there is no reconciliation to previous GAAP consolidated financial
information to be disclosed.

The following amended standards and interpretations, which have been endorsed
are not expected to have a material impact on TMF Group's consolidated
statements:• IFRS 17 Insurance Contracts
New standards and interpretations issued and effective from 1 January 2023
From 1 January 2023 and to the extent relevant, TMF Group has adopted all IFRS
standards and interpretations including amendments that were in issue andeffective from 1 January 2023.
• Definition of Accounting Estimates (Amendments to IAS 8)• Deferred Tax related to Assets and Liabilities arising from a Single Transaction(Amendments to IAS 12)• International Tax Reform — Pillar Two Model Rules (Amendments to IAS 12) —Application of the exception and disclosure of that fact

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
presented in these consolidated financial statements. These policies have been
applied consistently by all TMF Group entities. There have been no materialchanges compared to the prior year, which has ended 31 December 2022.

Subsidiaries
Subsidiaries are all entities over which TMF Group Holding B.V. (further "TMF
Group") has control. TMF Group controls an entity when TMF Group is exposed to,or has rights to, variable returns from its involvement with the entity and has theability 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

TMF GROUP ANNUAL REPORT - 2023 | 73

FINANCIAL STATEMENTS

Acquisitions of businesses are accounted for using the acquisition method. The
consideration transferred in a business combination is measured at fair value,
which is calculated as the sum of the acquisition-date fair values of assets
transferred by TMF Group, liabilities incurred by TMF Group to the former ownersof the acquiree and the equity interest issued by TMF in exchange for control of theacquiree. For each business combination, TMF Group elects to measure the noncontrolling interests in the acquiree either at fair value or at the proportionate shareof the acquiree’s identifiable net assets.
Acquisition related costs are expensed as incurred and included in the statementof comprehensive income as financial statement caption. Identifiable assets
acquired and liabilities and contingent liabilities assumed in the businesscombination are measured initially at their fair value at the acquisition date. On an
acquisition by acquisition basis, TMF Group recognises any non-controlling interestin the acquiree either at fair value or at the non-controlling interest’s proportionate
share of the acquiree’s identifiable net assets.
Any contingent consideration to be transferred by TMF Group is recognised at fairvalue at the acquisition date. Subsequent changes to the fair value of thecontingent consideration that is deemed to be an asset or liability are recognised in
the income statement. When TMF Group acquires a business, it assesses thefinancial assets and liabilities assumed for appropriate classification anddesignation in accordance with the contractual terms, economic circumstancesand pertinent conditions as at the acquisition date.
The excess of the consideration transferred, the amount of any non-controllinginterest in the acquiree and the acquisition date fair value of any previous equity
interest in the acquiree over the fair value of the identifiable net assets acquired
and liabilities assumed are recorded as goodwill. If the total of the considerationtransferred, non‑controlling interest recognised and previously held interest
measured is less than the fair value of the net assets of the subsidiary acquired in
the case of a bargain purchase, the difference is recognised directly in the income
statement.

Inter-company transactions, balances, income and expenses on transactions
between TMF Group companies are eliminated. Profits and losses resulting frominter-company transactions that are recognised in assets are also eliminated.
Amounts reported by subsidiaries are based on the policies adopted by TMF
Group.
Changes in ownership interests in subsidiaries without change of control
Transactions with non-controlling interest that do not result in loss of control areaccounted for as equity transactions – that is, as transactions with the owners intheir capacity as owners. The difference between fair value of any consideration
paid and the relevant share acquired of the carrying value of net assets of thesubsidiary is recorded in equity and attributed to the owners of TMF Group.
Disposal of subsidiaries
When TMF Group ceases to have control, any retained interest in the entity isremeasured to its fair value at the date when control is lost, with the change incarrying amount recognised in the income statement. The fair value is the initialcarrying amount for the purposes of subsequently accounting for the retainedinterest as an associate, joint venture or financial asset. In addition, any amounts
previously recognised in other comprehensive income (“OCI”) in respect of that
entity are accounted for as if TMF Group had directly disposed of the related
assets or liabilities. This may mean that amounts previously recognised in OCI arereclassified to the income statement.

2.3 Foreign currency translation
Functional and presentation currency
Items included in the financial statements of each of TMF Group's entities aremeasured using the currency of the primary economic environment in which theentity operates (the “functional currency”). The consolidated financial statements
are presented in Euros (“€”), which is TMF Group's presentation currency and allvalues are rounded to the nearest hundred thousand (€000,000), unless otherwise
indicated.

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Transactions and balances
Foreign currency transactions are translated into the presentation currency of
TMF Group using the exchange rates prevailing at the dates of the transactions. All
foreign exchange gains and losses resulting from the settlement of suchtransactions and from the translation of monetary assets and liabilities
denominated in foreign currencies at year-end exchange rates are recognised in theincome statement.
TMF Group companies
The results and financial position of all TMF Group entities that have a functional
currency different from the Euro are translated into Euro as follows:• Assets and liabilities for each balance sheet presented are translated at theclosing rate at the date of that balance sheet; and• Income and expenses for each statement of profit or loss and statement ofcomprehensive income are translated at average exchange rates (unless thisaverage is not a reasonable approximation of the cumulative effect of therates 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 aforeign operation is disposed of or sold, exchange differences that were recordedin 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 hyperinflationary 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.

TMF GROUP ANNUAL REPORT - 2023 | 74

2.4 Fair value estimation with respect to financial instruments
There are three valuation methods to determine the fair value of financial
instruments. The different levels have been defined as follows:• Quoted prices (unadjusted) in active markets for identical assets or liabilities(Level 1)• Inputs other than quoted prices included within Level 1 that are observable forthe asset or liability, either directly (that is, as prices) or indirectly (that is,derived from prices) (Level 2)• Inputs for the asset or liability that are not based on observable market data(that is, unobservable inputs) (Level 3).
During the reporting period TMF Group has financial assets and financial liabilities
that are accounted for at fair value through income statement. For other financial
instruments only fair value disclosures are presented. The fair value calculations
take place on either Level 1, Level 2 or Level 3 methods.

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TMF GROUP ANNUAL REPORT - 2023 | 75

FINANCIAL STATEMENTS

3. Material accounting judgements,
estimates and assumptions

4. Financial risk management
4.1 Financial risk factors

In preparing these consolidated financial statements, management has madejudgements and estimates that affect the application of TMF Group's accounting
policies and the reported amounts of assets, liabilities, income and expenses.
The results form the basis for TMF Group's assessment of the carrying amounts of
the assets and liabilities that are not readily evident from other sources. Actual
results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to estimates are recognised prospectively.
We have made critical accounting estimates in respect of the following items:• Valuation of intangible assets in acquisition of TMF Sapphire Topco B.V.: key
assumptions in purchase price allocation - remaining useful life ("RUL"), royalty
rate and contributory asset charges ("CACs") (note 15);
• Impairment of goodwill: key assumptions underlying recoverable amounts ofcash generation units - discount rate, EBITDA growth and perpetual growth(note 16);
• Recognition and measurement of provisions and contingencies: key
assumptions about the likelihood and magnitude of an outflow of cash (note28 & 32).

TMF Group's operating activities expose it to a variety of financial risks, such as
market risks (including foreign currency exchange risk and interest rate risk), credit
risk and liquidity risk. TMF Group's overall financial risk management programme
focuses on the unpredictability of financial markets and seeks to minimise
potential adverse effects on TMF Group's financial performance.
TMF Group's central treasury department (“TMF Group Treasury”) carries out
financial risk management under policies approved by the Management Board.
TMF Group Treasury identifies, evaluates and hedges financial risks in close cooperation with TMF Group's operating units. Management provides written
principles for overall risk management, as well as written policies covering specificareas such as foreign exchange risk, interest rate risk, credit risk, use of derivatives
and non-derivative financial instruments and investments of excess liquidity. TMF
Group's treasury risk management policy is to reduce, where it is deemed
appropriate to do so, fluctuations in earnings and cash flows associated withchanges in interest rates, foreign currency rates and the currency exposure ofcertain investments in foreign subsidiaries.

4.2 Interest rate risk
Interest rate risk is the risk that unexpected interest rate changes negatively affect
TMF Group's results, cash flows and equity. It is TMF Group's policy to mitigate theeffects of interest rate volatility on its results, cash flows and balance sheet withincertain boundaries. TMF Group's interest rate risk mainly arises from long-termborrowings. Borrowings issued at variable rates expose TMF Group to cash flowinterest rate risk.

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FINANCIAL STATEMENTS

4.3 Foreign currency exchange risk

TMF Group analyses its interest rate exposure on a periodic basis. Based on thisanalysis and in close cooperation with its advisors and banks, TMF Group
determines whether derivative financial instruments should be in place to limit theinterest rate risk in such a way that it has a minimum potential adverse effect on
the financial performance of TMF Group.

TMF Group operates internationally and is exposed to foreign exchange risk arisingfrom various currency exposures, primarily with respect to the Euro and US Dollar.
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
from future commercial transactions, recognized assets and liabilities andinvestments in foreign operations. Currently, no hedging of foreign exchange risktakes place.

TMF Group holds derivative financial instruments to hedge its interest rate risk
exposures for which TMF Group applies hedge accounting. TMF Group has
following Caps:
Nomura 1 – €805 million – July 2023 – April 2025
Goldman Sachs Bank Europe SE – $280 million – October 2023 – January 2027
Nomura 2 – €665 million– April 2025 until January 2027
The cap with Nomura 1 has a strike price of 3.0% meaning that Nomura will pay
any EURIBOR 3 months interest rate in excess of 3.0%. The cap with Nomura 2 has
a strike price of 4.25% meaning that Nomura will pay any EURIBOR 3 months
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
interest rate in excess of 4.75%.
For the applicable interest rates on loans and borrowings reference is made to note
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
constant, then this would have the following impact:
In millions of Euro

31 December 2023

31 December 2022-/-1% / +1%-/-1% / +1%

Result for the year

5.1/(4.0)-

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-

TMF Group has certain investments in foreign operations, whose net assets are
exposed to foreign currency translation risk. Currency exposure arising from thenet 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
does not apply for net investment hedge accounting in its financial statements.
TMF Group's exposure to foreign currency risk for balance sheet items held in US
Dollar in non-USD countries was as follows:
In millions of Euro

31 December 2023

31 December 2022

Trade receivables and Unbilled services

44.8

-

Cash and cash equivalents

17.4

-

Loans and borrowings(35.5)-

Trade and other payables

3.5

-

(4.7)

-

Result for the period

Other currencies on which TMF Group is exposed are GBP, CNY, BRL and SGD
however the currency risk for these currencies are not material. Reference is madeto note 10.

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TMF GROUP ANNUAL REPORT - 2023 | 77

FINANCIAL STATEMENTS

TMF Group has assessed the impact of hyperinflation in hyper-inflationary
economies where it operates. The economies which are subject are Argentina,
Turkey and Venezuela. The impact of hyperinflation in Venezuela is not material
due to low volume of operations. The impact of hyperinflation in Argentina andTurkey is material and the financial statements are restated for the hyperinflationary impact for Argentina and Turkey operations. The financial statements
are restated for the impact of hyperinflation by applying current cost approach,calculated by applying general price index for Argentina of 255.72 and Turkey of
146.44.

4.4 Credit risk
Credit risk is the risk that counter-parties fail to meet their contractual payment
obligations through insolvency or default as well as credit exposure to clients.
TMF Group allocates each exposure to a credit risk grade based on data that isdetermined to be predictive of the risk of loss (including but not limited to externalratings, audited financial statements, management accounts and cash flow
projections and available press information about customers) and applying
experienced credit judgement. Credit risk grades are defined using qualitative andquantitative factors that are indicative of the risk of default and are aligned toexternal credit rating definitions from agencies Moody’s and Standard & Poor’s.
Credit risk arising from cash and cash equivalents, derivative financial instruments
and deposits with banks and financial institutions is managed centrally. For banks
and financial institutions, TMF Group's policy is that only independently rated
parties with a minimum rating of ‘BBB’ are accepted. However, in certain
circumstances (e.g. due to local regulation) banks and financial institutions areused 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
monitored by TMF Group treasury and periodically reported to the Management
Board. The preferred bank for external funding and the cash pool is HSBC Bank
which has credit rating of ‘A1’ (Moody’s) and ‘A+’ (Standard & Poor’s).

Credit exposures to clients, including outstanding receivables and committed
transactions, are managed on a central basis. Each local entity is responsible formanaging and analysing the credit risk for each of their clients in conjunction withthe global credit control team. Approval from the Group CFO is mandatory before
standard payment terms and delivery terms and conditions are contractuallyagreed with new clients. Creditworthiness of trade receivables are monitored andconcentration risks/debtor ageing is managed in order to limit exposures.
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 isrepresented by the amounts reported under the corresponding balance sheet
headings. The impact of the assumption of the Expected Credit Loss +1% or -1%
will not have a material impact on the expected credit loss allowance regarding
Trade receivables.
TMF Group assumes that the credit risk on a financial instrument has notincreased significantly since initial recognition if the financial instrument isdetermined to have low credit risk at the reporting date.
Details of concentration of credit risk are included in the note of trade receivables(note 21) and financial assets (note 19).

4.5 Liquidity risk
Liquidity risk is the risk that TMF Group does not have sufficient headroom (cashand cash equivalents plus committed credit lines) available to meet both TMF
Group's day-to-day operating requirements and debt servicing obligations (interestand debt repayment).
TMF Group treasury mitigates liquidity risk by ensuring TMF Group maintains
sufficient cash and marketable securities, the availability of funding from anadequate amount of committed credit facilities and the ability to close out market
positions.

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Cash flow forecasting is performed by management of the operating entities of
TMF Group. These rolling forecasts are monitored to ensure TMF Group's cash andliquidity requirements are sufficient to meet operational needs while maintaining
sufficient headroom on its undrawn committed borrowing facilities. This enables
management to monitor compliance with borrowing limits.
The table below analyses TMF Group's financial liabilities into relevant maturity
groupings based on the period remaining to contractual maturity date. The
amounts disclosed in the table are the contractual undiscounted cash flows andincluding transaction costs. Balances due within 12 months are equal totheir carrying balances.
TMF Group's primary sources of finance are secured bank borrowings provided bya syndicate of banks. The senior secured bank borrowings were refinanced on 17
May 2023. As part of the secured bank borrowings, TMF Group has a revolving
credit facility totalling €181 million as at 31 December 2023. As at 31 December
2023, the total undrawn revolving credit facilities amounted to €181 million.
In millions of EuroLess than
1 year

Between1 and 2years

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FINANCIAL STATEMENTS

Between2 and 5years

Over 5
years

Total

Less than
1 year

Between1 and 2years

Between2 and 5years

Over 5
years

Total

Loans and borrowings (note 27)

0.5

-

-

-

0.5

Trade and other payables, excluding
deferred income (note 30)

0.2

-

-

-

0.2

-

-

-

-

-

0.7

-

-

-

0.7

In millions of EuroAt 31 December 2022

Derivative financial instruments (note 19)
Total

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$400 million; both senior loans with maturity of May 2028 and Revolving Credit
Facility of €181 million with maturity February 2028. The interest for Facility B1 is
4.5% plus 3 month EURIBOR (floored at 0%). Interest for Facility B2 is 5.0% plus 3month USD TERM SOFR CME.
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 bankguarantees of which €10 million is not used at 31 December 2023. As at 31
December 2023, the total undrawn borrowing facilities amounted to €162 million.

At 31 December 2023
Loans and borrowings (note 27)352.7

Trade and other payables, excluding
deferred income (note 30)

133.4

-

-

-

133.4

2.1

-

(0.5)

-

1.6

Derivative financial instruments (note 19)
Total

488.2

19.2 1,374.9

19.2 1,374.4- 1,746.8- 1,881.8

Refer to disclosure note 27 Loans and borrowings for the overview.

4.6 Capital risk management
TMF Group's objectives when managing capital are to ensure TMF Group's ability
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 thecost of capital. TMF Group's loans and borrowings are considered as the mostimportant items from a capital management perspective.

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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 thepercentage of underlying operating result (excluding depreciation, amortisation andimpairment charges) converted into cash. Cash flow conversion is calculated asunderlying operating result (excluding depreciation, amortisation and impairment
charges) plus/ minus working capital movement minus investment in andproceeds on disposal of intangible assets and property, plant and equipment
divided by underlying operating result (excluding depreciation, amortisation andimpairment charges).
TMF Group treasury monitors cash balances on a daily basis. Appropriate action istaken to optimise interest costs while at the same time safeguarding sufficientliquidity. 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.

TMF GROUP ANNUAL REPORT - 2023 | 79

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TMF GROUP ANNUAL REPORT - 2023 | 80

FINANCIAL STATEMENTS

5. Revenue

Service line information
In millions of EuroTMF Group provides services in 4 types of categories:• Accounting and tax - Financial administrative services for clients which
includes: statutory bookkeeping and international management reporting
services, consolidated reporting services, assistance in preparing accounting
report, accounting reconciliation, operating bank accounts, preparation of
payment instructions, cash management and all tax compliance services;• Global entity management - All legal administrative services for clients withrespect to representation (i.e. providing directors) and to ensure local entity isin compliance with local legislation. This includes: incorporation andregistration, reviewing and preparation of corporate legal documents,
maintaining the company (shareholders) register, organising of board andshareholder’s meetings, reporting to appropriate authorities and all other on
demand services;• Payroll and HR - Human resources and payroll services for clients which
includes: contracts, employee relations, leave management, benefits, mobility
and general HR administration and processing in-country- payroll;• Other, including consultancy solutions - A wide range of consultancy offerings
and implementation services.
The following table sets out TMF Group's revenue earned during 2023 and 2022.

2023

2022

Accounting and tax

239.6

-

Entity Management

224.7

-

HR and Payroll

147.6

-

Other

11.6

-

Total revenue

623.5

-

Revenue is recognised to the extent that it is probable that the economic benefits
will flow to TMF Group and the revenue can be reliably measured. We measurerevenue at the fair value of the consideration received or receivable excluding
discounts and sales taxes or duty. The amount of consideration may be less thanthe price stated in the contract if the consideration is variable because TMF Groupmay offer the customer a price concession. There are no rights of return or othervariable considerations that require significant judgement in determining atransaction price. Revenue is recognised in profit and loss to the part of theservices rendered to the client during the reporting date.
The following revenue recognition methods are used:• fixed fee revenue – non-time based is generally realised over the period theservices are delivered;• fixed fee revenue – time based is realised based on the finalisation of aperformance obligation. This means that at the start of such a contract it isbudgeted how many hours of the total hours will be spent per performanceobligation;• 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 themonth 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.

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TMF GROUP ANNUAL REPORT - 2023 | 81

FINANCIAL STATEMENTS

6. Employee benefit expenses
TMF Group has elected to analyse the expenses recognised in profit and loss
based on nature within the Group. Expenses incurred are recognised in the profit orloss on a systematic basis in periods to which the benefits received relate to. Eachmaterial class of expenses is separately disclosed in the consolidated financial
statements. Income and expenses are not offset unless required or permitted by an
IFRS.
Pension obligations
TMF Group operates a number of pension schemes around the world. The
schemes are generally funded through payments to insurance companies.
TMF Group has both defined benefit and defined contribution plans. A defined
contribution plan is a pension plan under which TMF Group pays fixed
contributions into a separate entity.
TMF Group has no legal or constructive obligations to pay further contributions if
the fund does not hold sufficient assets to pay all employees the benefits relating
to employee service in the current and prior periods. A defined benefit plan is apension plan that is not a defined contribution plan.
Typically, defined benefit plans define an amount of pension benefit that an
employee will receive on retirement, usually dependent on one or more factors
such as age, years of service and compensation.

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
present value of the defined benefit obligation is determined by discounting theestimated future cash outflows using interest rates of high-quality corporate bondsthat are denominated in Euro (or most appropriate foreign currency in case of an
obligation in a non-Euro country) and that have terms to maturity approximating to
the terms of the related pension obligation.
Remeasurement gains or losses arising from actuarial assumptions are charged or
credited to equity in other comprehensive income in the period in which they arise.
Past-service costs are recognised immediately in the income statement.
For defined contribution plans, TMF Group pays contributions to publicly or
privately administered pension insurance plans on a mandatory, contractual or
voluntarily basis. TMF Group has no further payment obligations once thecontributions have been paid. The contributions are recognised as an employee
benefit expense when they fall due. Prepaid contributions are recognised as an
asset to the extent that a cash refund or a reduction in the future payments isavailable.
Other long-term employee benefits
Some TMF Group companies provide jubilee or anniversary payments to theiremployees. The expected costs of these benefits are accrued over the period until
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.

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FINANCIAL STATEMENTS

7. Office expenses

Paid holidays are regarded as an employee benefit and as such are charged to theincome statement as the benefits are earned. An accrual is made at each balance
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 EuroIn millions of Euro

2023

2022

Wages and salaries(297.9)-Social security costs(37.9)-

Pension costs – defined contribution plans(12.3)-

Other personnel costs(20.0)-

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
FTE)

7,895

-

Support staff (average number of FTE)

2,740

-

Average number of FTE (in continued
operations)

10,635-

Of which working in the Netherlands

361-

10,274-

Of which working abroad

2023

2022

Technology expenses(15.7)-

Office maintenance

(9.4)

-

Telecom expenses

(3.3)

-

Other rental and office expenses

(0.6)

-

Total rental and office expenses(29.0)-

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FINANCIAL STATEMENTS

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 EuroIn millions of Euro

2023

2022

-

Insurance

(6.1)

-

(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)

-

2023

2022

Acquisition-related transaction costs(17.0)

Subcontractor fees

The other amount in 2023 is related to integration cost and other selling, generaland administrative expenses.

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FINANCIAL STATEMENTS

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
instruments measured subsequently at amortised cost. For financial assets,finance income is calculated by applying the effective interest rate to the grosscarrying amount of a financial asset, except for financial assets that havesubsequently become credit-impaired.

Finance income

1.9-Interest secured senior bank loan

(77.0)-

Amortisation finance fees

(20.0)-

Interest leases

(6.2)

-

Interest rate hedge

7.1-

In regards to any refinancing agreements, the assessment is made to determine
whether the original loans are being modified or exchanged or whether therefinancing should be considered as original loans being repaid and replaced by a
new loan on market terms. The terms of exchanged or modified debt areconsidered ‘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 theoriginal effective interest rate is at least 10% different from the discounted present
value of the remaining cash flows of the original debt instrument. if an exchange ofdebt instruments or modification of terms is substantial, it is accounted for as an
extinguishment of the original debt and the recognition of new debt, IFRS 9 requires
any costs or fees incurred to be recognised as part of the gain or loss on theextinguishment. Where the exchange or modification is not accounted for as an
extinguishment, any costs or fees incurred adjust the carrying amount of theliability and are amortised over the remaining term of the modified liability.

Interest secured bank overdrafts

(4.2)

-

Loss on net monetary position (IAS 29)

(4.1)

-

Other

(1.4)

-

(105.8)

-

(1.4)

-

(105.3)-Finance expenses
Net foreign exchange gain/(loss)
Net finance costs

The amortisation finance fees include modification loss on loan extinguishment of€15.4 million and amortisation of capitalised finance fees of €4.6 million. The otherfinance cost includes other bank cost such as bank guarantees and other related
finance expenses.

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FINANCIAL STATEMENTS

11. Other gains/(loss)

12. Income tax (expense)/benefit

In millions of Euro

2023

2022

Other losses

(0.5)

-

-

-

(0.5)

-

Gain/(loss) on disposal of subsidiaries
Total other gains/(loss)

The current income tax expense is calculated on the basis of the tax laws enacted
or substantively enacted at the balance sheet date in the countries where
TMF Group operates and generates taxable income.
Management periodically evaluates positions taken in tax returns with respect tosituations in which applicable tax regulations are subject to interpretation andestablishes 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 isrecognised in the income statement except if it relates to items recognised directlyin 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

(28.9)-

0.8-

Total current tax expense(28.1)-

Deferred income tax (note 13)

10.0

-

(18.1)-

Current tax on result for the year
Adjustments for current tax of prior periods

Total income tax expense

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TMF GROUP ANNUAL REPORT - 2023 | 86

FINANCIAL STATEMENTS

The tax on TMF Group's result before tax differs from the theoretical amount thatwould arise using the tax rates applicable in the Netherlands (25.8%) on the resultsof the consolidated entities as shown below:
In millions of Euro

2023

2022

Result for the year

(55.8)(0.7)

Income tax expense(18.1)-

Result before income tax(37.7)(0.7)

Tax calculated at the Company’s domestic
tax rate

9.7-

Effect of tax rates in foreign jurisdictions

4.6-

Change in tax rates

(0.3)

-

Income not subject to tax

3.9-

Expenses not deductible *(35.7)-(De)recognition of previously(un)recognised tax losses

0.7-

Re-assessment of corporate tax previous
years

(0.8)

-

Utilisation of previously unrecognised carryforward losses

0.2-

Withholding tax related to taxable profit

(4.2)

-

Tax losses for which no deferred income tax
asset was recognised

3.8-

Tax charge(18.1)-

Weighted average effective tax rate

48.0%

n.a.

* The non-deductible expenses mainly relate to financing costs

TMF Group is a Dutch company with subsidiaries spread over the world andsubject to income tax in the Netherlands and in the countries where TMF Group
conducts operations. As part of the normal course of business TMF Group has
uncertain tax positions and exposures resulting from interpretation of applicable
tax laws applied in our tax returns. If any uncertain tax positions have beenassessed they are provided for under current income tax liabilities as required
under the newly adopted accounting guidance in IFRIC. The adoption did not
impact the financial position. TMF Group's transfer pricing model is consistent withthe arm’s length principle and in accordance to the OECD transfer pricing
guidelines.
TMF Group has its Ultimate Parent Entity in the Netherlands, which has enacted the
Global Minimum Tax Rules for fiscal years starting on or after 1 January 2024.
TMF Group operates in 87 jurisdictions, including a number of jurisdictions thatduring the year ended 31 December 2023 did not have a corporate income tax
system, or had a corporate income tax system with a statutory tax rate lower than
15% during the year ended 31 December 2023. Since the newly enacted legislationin the Netherlands is only applicable as of 1 January 2024, there is no current tax
impact for the year ended 31 December 2023.
Furthermore, TMF Group has applied the mandatory temporary relief from deferred
tax accounting for the impacts of the Global Minimum Tax, and accounts for it as acurrent tax when it is incurred.
TMF Group carried out an analysis on the impact of the Global Minimum Tax Rules,
and if they had applied during the year ended 31 December 2023, then the profits
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),Ireland (ETR 11%; top-up tax 108 thousand) and United Arab Emirates (ETR 0%; topup tax 417 thousand)HIGHLIGHTS 2023

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TMF GROUP ANNUAL REPORT - 2023 | 87

FINANCIAL STATEMENTS

13. Deferred tax assets and liabilities
Deferred tax is provided in full, using the liability method, on temporary differences
arising between the tax bases of assets and liabilities and their carrying amounts inthe consolidated financial statements. But the deferred tax is not accounted for if it
arises from initial recognition of an asset or a liability in a transaction other than abusiness combination that at the time of the transaction affects neither accounting
nor taxable income statement. Deferred tax is determined using tax rates (andlaws) that have been enacted or substantially enacted by the balance sheet date
and are expected to apply when the related deferred tax asset is realised, or thedeferred tax liability is settled.
Deferred tax assets are recognised to the extent that it is probable that futuretaxable profit will be available against which the temporary differences can beutilised.
Deferred tax is provided on temporary differences arising on investments in
subsidiaries, except where the timing of the reversal of the temporary difference iscontrolled by TMF Group and it is probable that the temporary difference will not bereversed 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.

In millions of Euro

31 December 2023

31 December 2022

Deferred tax assets

80.2

-

Netting DTA/DTL(80.2)-

Deferred tax asset--(318.4)

-

80.2

-

(238.2)-

Deferred tax liabilities
Netting DTA/DTL
Deferred tax liability (net)The gross movement in the deferred tax account is as follows:
In millions of Euro

31 December 2023

31 December 2022--

(247.3)-

Exchange differences

(0.9)

-

Recorded in profit or loss

10.0

-

(238.2)-Beginning of the year
Acquired through business combinations(note 15)

End of the year

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TMF GROUP ANNUAL REPORT - 2023 | 88

FINANCIAL STATEMENTS

The movement in deferred tax assets and liabilities during the year is as follows:

Deferred tax liabilities

Deferred tax assets
In millions of EuroIn millions of Euro
Intangible
assetsProperty, Right ofTaxplant anduse
losses Provisions equipment
asset

Other

Netting

Total

At 1 January 2023
Acquired throughbusiness
combinations

47.7

26.3

2.4

0.8

-

5.3

(59.0)

23.5

Property, Right ofIntangible
plant anduse
assets Provisions equipment
asset

Other

DTA/
DTL

Netting

Total

At 1 January 2023

-

-

-

-

-

-

-

Acquired throughbusiness
combinations

320.0

1.7

0.4

-

4.7

-

(59.0)

267.8

Charge / credited tothe income
statement

(9.2)

(1.2)

0.1

2.8

-

-

(7.5)

Exchangedifferences

-

-

-

-

(0.9)

-

-

(0.9)

Charge / credited tothe income
statement

-

(3.8)

(1.8)

2.4

1.1

(0.2)

-

(2.3)

Exchangedifferences

-

-

-

-

-

-

-

-

Netting DTA/DTL

-

-

-

-

-

-

(21.2)(21.2)

Netting DTA/DTL

-

-

-

-

-

-

(21.2)(21.2)At 31 December
2023

310.8

0.5

0.4

0.1

6.6

-

(80.2)

238.2

At 31 December
2023

47.7

22.5

0.6

3.2

1.1

5.1

(80.2)-The deferred tax asset for tax losses is to a great extent dependent on futuretaxable profits. The category Other deferred tax asset consists of a €1 million
deferred tax asset recognised for contracts that are, or contain, a lease as per
requirements set out in IFRS 16 Leases.

The category other includes outside base difference of €2.3 million.
An overview of the non-capitalised losses and carry forward interest expenses is
depicted below:
In millions of Euro

Carry-forward losses Carry-forward interest

Total

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

142.9

148.5

291.4

Total at 31 December 2023

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TMF GROUP ANNUAL REPORT - 2023 | 89

FINANCIAL STATEMENTS

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
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
Singapore can be carried forward indefinitely and are subject to a shareholdingtest.

14. Non-controlling interest
Non-controlling interest
The total non-controlling interest for the year is €13.8 million. Since non-controllinginterest 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-controllinginterest entities.
Subsidiaries
For the list of the subsidiaries of TMF Group at 31 December 2023, reference ismade 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 corebusiness or are intermediate holding and/or finance structures.

HIGHLIGHTS 2023

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TMF GROUP ANNUAL REPORT - 2023 | 90

FINANCIAL STATEMENTS

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

GeneralIntangible assets

16

3,122.9

Alongside TMF Group's strategies for organic growth, it is TMF Group's intention,
where appropriate, to continue to make acquisitions that provide additional scale tothe business, enhance a specific service offering, assist in consolidating
fragmented markets or address relevant geographical gaps. TMF Group applies a
disciplined and rigorous approach to all acquisition evaluations.

Trade receivables

21

219.2

Allowance for expected credit losses

21

(7.6)

Other current receivables

22

47.5

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
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,
and the inputs acquired include an organised workforce with the necessary skills,
knowledge, or experience to perform that process or it significantly contributes tothe ability to continue producing outputs and is considered unique or scarce or
cannot be replaced without significant cost, effort, or delay in the ability to continue
producing outputs.

Current income tax receivables

7.8

Cash and cash equivalents

54.9

Non operating assets

38.9

Assets3,607.3

Current income tax liabilities(17.4)

Trade and other payables

30(253.4)

Lease liability

16(102.2)

Deferred tax liability

13(267.8)Loans and borrowings

27(1,234.5)

Liabilities

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
B.V. (“TMF Group” or “Company” or “Target”), therefore acquiring control. Total
number of issued shares was 1,775,833,402. The fair value consideration of €1,732
million was determined based on the total net asset value €488.7 million adjusted
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 nocontingent liabilities.

(1,875.3)

Total identifiable net assets at fair value

488.7

Goodwill arising on acquisition

16

715.7

Customer lists arising on acquisition

16

299.0

Brand name arising on acquisition

16

373.0

Fair value of software arising on acquisition

16

13.0

Deferred tax liability arising on acquisition

13(177.3)

Deferred tax asset arising on acquisition

The assets and liabilities arising from the acquisitions are as follows:

Fair value adjustment to leases (IFRS 16)
Purchase consideration transferred

16.6
18

3.3
1,732.0

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TMF GROUP ANNUAL REPORT - 2023 | 91

FINANCIAL STATEMENTS

Non-controlling interest
TMF Group has 60% controlling interest (“NCI”) in Freeway Entertainment Group,
the remaining 40% interest is held by the management and this is accounted for as
NCI. The carrying value of NCI of €14.4 million acquired in business combination,
approximates the fair value.

valuation. Industry relevant factors and bench-marking analysis indicated a royalty
rate of 5% which was used for the valuation of the brand name. Brand name isrecognised with indefinite useful life. The fair value adjustment of €13 million forsoftware is determined using the RFR method. Acquisition related intangible assets
and deferred tax are calculated as follows:

LeasesIn millions of EuroTMF Group measured the acquired lease liabilities using the present value of theremaining lease payments at the date of acquisition. The right-of-use assets were
measured at an amount equal to the lease liabilities and adjusted to reflect thefavourable terms of the lease relative to market terms.

Purchase consideration

Intangible assets
Key separate intangibles, namely, Goodwill, Customer lists, Brand name andSoftware are recognised as a result of acquisition. The goodwill of €715.7 million
comprises the value of expected synergies arising from the acquisition. Goodwill isallocated to the three CGUs, EMEA, Americas and APAC. The goodwill is not tax
deductible. The fair value of customer lists of €299 million is calculated using
multi-period excess earnings method (“MEEM”). MEEM method calculates the net
cash flows based on a detailed forecast of cash inflows and cash outflows that ingeneral are derived from projected financial information. Intangible assets are
deemed to only generate cash flows in combination with other tangible orintangible assets, so-called contributory assets, notional payments for thecontributory assets are taken into consideration for the determination of therelevant cash flows. Customer lists are recognised with a useful life of 15 years.
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 multiperiod 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
realised by owning the brand or a royalty free license and was applied for the

Total

Consideration paid for shares

1,732.0

Total purchase consideration

1,732.0

Less: fair value of net assets acquired (excluding goodwill)(488.7)

Goodwill arising on acquisition

715.7

Customer lists arising on acquisition

299.0

Brand name arising on acquisition

373.0

Fair value of software arising on acquisition

13.0

Deferred tax liability arising on acquisition(177.3)

Deferred tax asset arising on acquisition

16.6

Fair value adjustment to leases (IFRS 16)

3.3

The impact on cash flows as a result of the acquisition is as follows:
In millions of Euro

Shares issued at fair value
Transaction costs
Consideration transferred
Net cash flow on acquisitions

Total

1,748.0(11.3)(1,732.0)
4.7

Acquisition of subsidiary, net of cash acquired is €1,677.1 million, determinedbased on total consideration transferred of €1,732 million excluding cash of €54.9
million.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITYFINANCIAL STATEMENTS

Acquisition of TMF Sapphire Topco B.V. contributed to €623.5 million consolidated
revenue and €68.1 million consolidated operating result.
Acquisitions 2023
For the financial statements disclosure, acquisitions below are not consideredmaterial for TMF Group, both individually and in the aggregate.
Ireland - On 1 October 2023, TMF Group acquired full interest 100% in Goodbody
Fund Management Limited (“Goodbody”), an Ireland based real estate focused
third party management company. Consideration at completion amounted €4.5
million. No contingent liabilities were acquired in this business combination. The
business is expected to contribute to annualised revenue and TMF Group expects
synergies in terms of client portfolio and using one global platform.
India - On 19 July 2023, TMF Group acquired full interest 100% in KPK faServ India
Private Limited (“KPK”), an Indian provider of corporate services. Consideration atcompletion amounted €7.9 million. No contingent liabilities were acquired in thisbusiness combination. The business is expected to contribute to annualised
revenue and TMF Group expects synergies in terms of client portfolio and using
one global platform.
Malta - On 1 December 2023, TMF Group acquired full interest 100% in AVANZIATAXAND LIMITED (“Avanzia”), a Maltese provider of tax administration, cosec,
domiciliation, accounting and directorship services. Consideration at completion
amounted €2.8 million. No contingent liabilities were acquired in this businesscombination. The business is expected to contribute to annualised revenue and
TMF Group expects synergies in terms of client portfolio and using one global
platform.

TMF GROUP ANNUAL REPORT - 2023 | 92

Greece - On 31 October 2023, TMF Group acquired full interest 100% in Premier
Consulting Société Anonyme Provision of Advisory Services (“Premier”), a Greek
provider of accounting, tax and payroll services. Consideration at completion
amounted €2.8 million. No contingent liabilities were acquired in this businesscombination. The business is expected to contribute to annualised revenue and
TMF Group expects synergies in terms of client portfolio and using one global
platform.
Romania - On 4 December 2023, TMF Group acquired full interest 100% in
CONTEXPERT CONSULTING SRL (“Contexpert”), a Romania-based provider ofaccounting, tax administration and payroll services. Consideration at completion
amounted €6.0 million. No contingent liabilities were acquired in this businesscombination. The business is expected to contribute to annualised revenue and
TMF Group expects synergies in terms of client portfolio and using one global
platform.
TMF Group's consolidated revenue for 2023 includes €12.4 million related toacquisitions completed in 2023 as from the effective date. The full year impact
calculated as where these acquired per 1 April 2023 would have been €27.1 million.
The acquisitions contributed for €3.5 million to the operating result of 2023 andwith a full year impact of €6.9 million.
Upon acquisition of the business during 2023, TMF Group recognised aggregatedgoodwill of €13.3 million and other intangible assets such as client list andsoftware of €15 million. Acquisition of subsidiaries, net of cash acquired is €38.3
million.

HIGHLIGHTS 2023

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TMF GROUP ANNUAL REPORT - 2023 | 93

FINANCIAL STATEMENTS

16. Intangible assets

In millions of Euro

Goodwill

Clientlists

BrandsSoftware

Total

-

-

-

-

-

1,689.0 1,077.0

599.6

Cost

Goodwill

Balance at 1 January 2023

Goodwill arises on the acquisition of subsidiaries and represents the excess of theconsideration transferred, the amount of non-controlling interest in the acquiree
and the acquisition-date fair value of any previous equity interest in the acquiree
over the fair value of the identifiable net assets acquired. If the total of
consideration transferred, non-controlling interest recognised and previously heldinterest measured at fair value is less than the fair value of the net assets of thesubsidiary acquired, in the case of a bargain purchase - the difference isrecognised directly in the income statement.

Acquired through business combinations

Gains and losses on the disposal of an entity or business include the carrying
amount of goodwill relating to the entity or business sold. Goodwill is notamortised.

228.9 3,594.5

Additions

-

-

-

24.5

24.5

Additions - internally developed

-

-

-

4.8

4.8

Disposals---(65.1)(65.1)

(0.1)

(0.3)

-

-

(0.4)

Balance at 31 December 2023

1,688.9 1,076.7

599.6

193.1 3,558.3

In millions of Euro

Goodwill

Clientlists

BrandsSoftware

Total

Exchange differences

Amortisation and impairment
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
lives. Client lists are acquired as part of business combinations, recognised at theirfair value at the date of the acquisition and subsequently amortised on a straightline basis on the timing of projected cash flows of the contracts over theirestimated life time (15 years). The useful lives and the amortisation methods arereviewed periodically and adjusted if appropriate.

Impairment

-

-

-

0.6

0.6

Disposals---(65.1)(65.1)

Exchange differences

-

-

-

0.2

0.2

Balance at 31 December 2023

-

329.6

12.2

101.0

442.8

Goodwill

Clientlists

BrandsSoftwareTotal

At 31 December 2022

-

-

-

-

-

At 31 December 2023

1,688.9

747.1

587.4

In millions of Euro

Brands
The intangible asset relates to the ‘TMF brand’ which is acquired as part ofbusiness combinations of TMF Group Holding B.V. This brand is recognised at thefair 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.

Carrying amounts

92.1 3,115.5

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FINANCIAL STATEMENTS

Costs associated with maintaining computer software programmes are recognised
as an expense as incurred. Development costs that are directly attributable to thedesign and testing of identifiable and unique software products controlled by
TMF Group are recognised as intangible assets when the following criteria are met:
• it is technically feasible to complete the software product so that it will beavailable for use;
• management intends to complete the software product and use or sell it;• there is an ability to use or sell the software product;• how the software product will generate probable future economic benefits canbe demonstrated;• adequate technical, financial and other resources to complete thedevelopment and to use or sell the software product are available; and• the expenditure attributable to the software product during its development
can be reliably measured.
Directly attributable costs that are capitalised as part of the software productinclude the software development employee costs and an appropriate portion of
relevant overhead costs. Other development expenditures that do not meet thesecriteria are recognised as an expense as incurred. Development costs previously
recognised as an expense are not recognised as an asset in a subsequent period.
Acquired computer software licences are capitalised on the basis of the costs
incurred to acquire and bring to use the specific software. The costs are amortisedover their estimated useful lives of 3 - 7 years on a straight- line basis. The residual
values, the useful lives and the amortisation methods are reviewed periodically andadjusted if appropriate.
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.

Goodwill impairment reviews are undertaken annually or more frequently if eventsor changes in circumstances indicate a potential impairment. The carrying amountof goodwill is compared to the recoverable amount, which is the higher of value in
use and the fair value less costs of disposal. Any impairment is recognised
immediately as an expense and is not subsequently reversed.
Goodwill is allocated to cash-generating units for the purpose of impairment
testing. The allocation is made to those cash-generating units or groups of cashgenerating units that are expected to benefit from the business combination inwhich the goodwill arose. Goodwill is tested for impairment at the CGU level, as
monitored for internal management purposes, and does not take place at a lower
level.
As at 31 December 2023, intangible assets acquired through acquisitions relate tobusiness combinations as outlined in Note 15.
In millions of Euro

Goodwill

Client lists

BrandsSoftwaren/a

15 years

n/a

3-7 years

Estimated useful right remaining
At 31 December 2023

The goodwill allocation per Cash Generating Unit is presented below for 2023:
In millions of Euro

31 December 2023

31 December 2022

EMEA

1,033.9

-

APAC

395.0

-

Americas260.0-

Goodwill

1,688.9-

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TMF GROUP ANNUAL REPORT - 2023 | 95

FINANCIAL STATEMENTS

Goodwill impairment analysis
TMF Group tests annually whether goodwill has suffered any impairment. The
recoverable amount of the cash generating units (CGUs) is determined based onvalue-in-use calculations which require the use of assumptions. The calculations
use cash flow projections based on financial budgets and five-year forecasts
approved by management. The annual EBITDA (operating result before interest,
taxes, depreciation and amortisation) growth for the first 5 years majorly impacts
the cash flow projections and is based on past performance, management’s
expectations and independent market research. Cash flows beyond the five-year
period are extrapolated using an estimated perpetual growth rate. Calculating the
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
to estimate the appropriate interest rate to be used to discount the future cash
flows.
Impairment tests for goodwill
Goodwill is monitored by management per Cash Generating Units for goodwill
impairment testing purposes.
The recoverable amount of a Cash Generating Unit is determined based on value in
use calculations. This value in use is based on 5 years cash flows projections andperpetual growth rates.
The key assumptions used are summarised in the table and notes to this tablebelow for 2023:

a. Post-tax local currency discount rates have been determined by country andapplied to the respective cash flow projections.
b. Year-on-year budgeted annual EBITDA growth for the first 5 years has been
based on the forecast prepared by local and group management.
c. Long-term growth rates (perpetual growth) have been estimated based on abase rate of 2.3%, increased or decreased if applicable by the inflationdifferential between the country and the Eurozone inflation (which is also
included in the discount rate calculations by country).
Goodwill was tested for impairment as at 31 December 2023 and no goodwill
impairment was identified.
Sensitivity analysis
Other than as disclosed below, management believes that no reasonably possible
change in any of the above key assumptions would cause the recoverable amountof 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
isolation, lead to an impairment loss being recognised for the year ended 31
December 2023.
The following change or end values required for carrying value to equal recoverable
amount for 2023:
2023

EMEA

APAC

Americas

Initial headroom (in millions of
Euro)

73.0

197.1

62.3

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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FINANCIAL STATEMENTS

17. Property, plant and equipment

Disposal
Gains and losses on disposals are determined by comparing the net proceeds withthe 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 depreciationand impairment losses. Cost includes expenditures that are directly attributable tothe acquisition of the asset.
An impairment loss is recognised for any initial or subsequent write-down of theasset to fair value less costs to sell. A gain is recognised for any subsequent
increases in fair value less costs to sell of an asset, but not in excess of any
cumulative impairment loss previously recognised. A gain or loss not previously
recognised by the date of the sale of the non-current asset is recognised at thedate of derecognition.

Property, plant and equipment movement schedule
In millions of EuroLeasehold
Buildings improvements

Furniture
Office &and computer
fittings equipmentMotorvehicles

Total

0.5

113.4

Cost
Balance at 1 January 2023
Acquired through businesscombinations

4.5

31.3

13.3

63.8

Additions

-

2.2

0.7

2.9

0.1

5.9

Disposals

-

(2.0)

(1.3)

(6.3)

(0.3)

(9.9)

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
method to allocate their cost to their residual values over their estimated useful
lives, as follows:

Depreciation
Acquired through businesscombinations

2.9

25.2

10.8

52.7

0.4

92.0

Depreciation for the year

-

1.6

0.6

3.8

-

6.0

• Buildings: 30 years• Leasehold improvements: term of the lease unless the useful life is shorter• Furniture and fittings: 10 years• Office and computer equipment: 5 years• Motor vehicles: 5 years
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
down immediately to its recoverable amount if the asset’s carrying amount isgreater than its estimated recoverable amount.

Balance at 1 January 2023

Disposals

-

(1.9)

(1.3)

(6.5)

(0.2)

(9.9)

Exchange differences

(0.1)

0.1

-

0.2

-

0.2

Balance at 31 December 2023

2.8

25.0

10.1

50.2

0.2

88.3

At 31 December 2022

-

-

-

-

-

-

At 31 December 2023

1.6

6.3

2.5

9.8

0.1

20.3

Carrying amounts

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITYFINANCIAL STATEMENTS

18. Right-of-use of assets and lease liability
Policy applicable as from 1 January 2019
At inception of a contract, TMF Group assesses whether a contract is, or contains,
a lease. A contract is, or contains, a lease if the contract conveys the right tocontrol the use of an identified asset for a period of time in exchange forconsideration. To assess whether a contract conveys the right to control the use of
an identified asset, TMF Group uses the definition of a lease in IFRS 16.
We apply this policy to contracts entered into, on or after 1 January 2019.
As a lessee
At commencement or on modification of a contract that contains a lease
component, TMF Group allocates the consideration in the contract to each lease
component on the basis of its relative stand-alone prices.
TMF Group recognises a right-of-use asset and a lease liability at the leasecommencement date. The right-of-use asset is included in the financial statement
line item: Right-of-use asset as a non-current asset. The lease liability is included in
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 amountof the lease liability adjusted for any lease payments made at or before thecommencement date, plus any initial direct costs incurred and an estimate of costs
to dismantle and remove the underlying asset or to restore the underlying asset or
the site on which it is located, less any lease incentives received.

TMF GROUP ANNUAL REPORT - 2023 | 97

The right-of-use asset is subsequently depreciated using the straight-line methodfrom the commencement date to the end of the lease term, unless the leasetransfers ownership of the underlying asset to TMF Group by the end of the leaseterm or the cost of the right-of-use asset reflects that TMF Group will exercise apurchase option. In that case the right-of-use asset will be depreciated over theuseful life of the underlying asset, which is determined on the same basis as thoseof property and equipment. In addition, the right-of-use asset is periodicallyreduced by impairment losses, if any, and adjusted for certain re-measurements of
the lease liability.
The lease liability is initially measured at the present value of the lease paymentsthat 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
incremental borrowing rate. The TMF Group uses its incremental borrowing rate as
the discount rate.
TMF Group determines its incremental borrowing rate by obtaining interest rates
from various external financing sources and makes certain adjustments to reflect
the terms of the lease.
Lease payments included in the measurement of the lease liability comprise thefollowing:• fixed payments, including in-substance fixed payments;• variable lease payments that depend on an index or a rate, initially measured
using the index or rate as at the commencement date;• amounts expected to be payable under a residual value guarantee;• the exercise price under a purchase option that TMF Group is reasonably
certain to exercise, lease payments in an optional renewal period if TMF Groupis reasonably certain to exercise an extension option, and penalties for earlytermination of a lease unless TMF Group is reasonably certain not to terminate
early.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 98

FINANCIAL STATEMENTS

The lease liability is measured at the present value of the future lease payments.
The key inputs to this calculation are the lease term, the lease payments to be
included and the discount rate. It is remeasured when there is a change in futurelease payments arising from a change in an index or rate, if there is a change in
TMF Group's estimate of the amount expected to be payable under a residual value
guarantee, if TMF Group changes its assessment of whether it will exercise apurchase, extension or termination option or if there is a revised in-substance fixedlease payment.
When the lease liability is remeasured in this way, a corresponding adjustment ismade to the carrying amount of the right-of-use asset or is recorded in the income
statement if the carrying amount of the right-of-use asset has been reduced tozero.
As a practical expedient, TMF Group elects, by class of underlying asset, not toseparate non-lease components from lease components, and instead account foreach lease component and any associated non- lease components as a single
lease component.
A non-lease component that is fixed or varies depending on an index or rate can be
included in the lease liability calculation, such as common area maintenance or
fixed building management fees. A non-lease component that is variable payment
depending on usage can’t be included in the lease liability calculation, such as
water usage.
TMF Group will account for the short-term leases for all classes of underlying
assets with a lease term less than 12 months. The lease term is determined
including considering the renewal or termination options if applicable. TMF Groupwill account for low value leases on a lease-by-lease basis.

As a lessor
At inception or on modification of a contract that contains a lease component,
TMF Group allocates the consideration in the contract to each lease component on
the basis of their relative stand-alone prices. When TMF Group acts as a lessor, it
determines at lease inception whether each lease is a finance lease or an operatinglease.
To classify each lease, TMF Group makes an overall assessment of whether thelease transfers substantially all of the risks and rewards incidental to ownership of
the underlying asset. If this is the case, then the lease is a finance lease; if not, thenit is an operating lease. As part of this assessment, TMF Group considers certain
indicators such as whether the lease is for the major part of the economic life of
the asset.
When TMF Group is an intermediate lessor, it accounts for its interests in the headlease and the sub-lease separately. It assesses the lease classification of a sublease with reference to the right-of-use asset arising from the head lease, not withreference 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-leaseas an operating lease.
If an arrangement contains lease and non-lease components, then TMF Groupapplies IFRS 15 to allocate the consideration in the contract.
TMF Group applies the derecognition and impairment requirements in IFRS 9 to the
net investment in the lease. TMF Group further regularly reviews estimatedunguaranteed residual values used in calculating the gross investment in the lease.
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 thecomparative period were not different from IFRS 16.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 99

FINANCIAL STATEMENTS

Nature of TMF Group's leasing activities

Right-of-use assets

TMF Group leases buildings, vehicles and other leases, which are necessary for theCompany to operate. With regards to the assets leased by TMF Group, there are no
restrictions or covenants imposed in any of the lease contracts.

Breakdown of the movements of the right-of-use assets is as follows.

Lease liability

Cost

Breakdown of movements in the lease liability is as follows:

Balance at 13 June 2022

Lease
buildings

Lease vehicles

Other leases

Total

Acquired through businesscombinations

73.3

1.4

37.5

112.2

In millions of Euro

Balance at 1 January 2023
In millions of Euro

2023

2022

Opening balance
113.3

-

Additions

28.7

0.3

1.8

30.8

Finance charge

6.8-

Disposals

(3.9)

(0.1)

(0.1)

(4.1)

Additions30.4-

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
-

-

-

-

Depreciation for the year

21.0

0.7

7.8

29.5

Disposals

(2.6)

(0.1)

(0.1)

(2.8)

-

-

-

-

Exchange differences

(0.2)

-

-

(0.2)

Balance at 31 December 2023

18.2

0.6

7.7

26.5

At 31 December 2022

-

-

-

-

At 31 December 2023

81.9

1.1

32.2

115.2

Acquired through business combinations

The lease liability is recorded in the loans and borrowings.

Acquired through businesscombinations

Other movements

Carrying amounts

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITYFINANCIAL STATEMENTS

19. Financial assets and derivative financial
liabilities
Financial assets
TMF Group classifies its financial assets in the following categories: financial
assets at amortised cost (loans and receivables) and fair value through income
statement (equity instruments). The classification is determined based on TMF
Group's business model for managing financial assets and contractual cash flow
characteristics of the financial assets. Management determines the classificationof its financial assets at initial recognition.

TMF GROUP ANNUAL REPORT - 2023 | 100

The maximum exposure to credit risk at the reporting date is the carrying value ofeach class of financial assets disclosed further in this note.
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-controllinginterest (between 2% and 10%) in these companies. Financial assets carried at fairvalue through income statement are initially recognised at fair value andtransaction costs are expensed in the income statement. These assets aresubsequently carried at fair value.
Gains or losses arising from changes in the fair value of the ‘financial assets at fairvalue through income statement’ category are presented in the income statementin the period in which they arise.

Financial assets at amortised cost
Loans and receivables are financial assets measured at amortised cost. Financial
assets measured at amortised cost are initially measured at their fair value withtransaction costs that are deducted from the fair value. These financial assets aresubsequently measured at amortised cost using effective interest method.
Credit risk is managed by each business unit subject to TMF Group's establishedpolicy, procedures and control relating to credit risk management. Credit quality ofa 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., bygeographical region, product type, customer type and rating, and coverage byletters of credit or other forms of credit insurance). The calculation reflects theprobability-weighted outcome, the time value of money and reasonable andsupportable information that is available at the reporting date about past events,
current conditions and forecasts of future economic conditions.

These assets are derecognised when the rights to receive cash flows from theinvestments have expired or have been transferred and TMF Group has transferred
substantially all risks and rewards of ownership.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 101

FINANCIAL STATEMENTS

Financial assets at amortised cost

Refer to note 4.4 Credit risk and note 21 Trade receivables and Unbilled services
where all material credit risks and flows are described.

The classification of financial assets is as follows:
In millions of Euro

Offsetting

31 December 2023

31 December 2022

Prepaid premium (CAP)

5.9-Long term deposits

3.7-

Loans and receivables from related parties

2.7-

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-

Prepaid premium (CAP)

1.3-

Shelf companies

1.2-

Interest receivable

0.4-

Other financial assets

1.1-

Current financial assets

5.4-

Derivatives are initially recognised at fair value on the date a derivative contract isentered into. Subsequent to initial recognition, derivatives are measured at fairvalue and the accounting for the changes therein depend on whether the derivativeis designated as a hedging instrument or not. TMF Group designates certain
derivatives as cash flow hedges of particular risks associated with a recognised
asset or liability or a highly probable forecast transaction.
At inception of designated hedging relationships, the Group documents the risk
management objective and strategy for undertaking the hedge. The Group also
documents the economic relationship between the hedged item and the hedging
instrument, including whether the changes in cash flows of the hedged item andhedging instrument are expected to offset each other.

Exposure to credit risk
The gross carrying amount of financial assets represents the maximum credit
exposure. The maximum exposure to credit risk at the reporting date was asfollows:
In millions of Euro

Financial assets and financial liabilities are offset, and the net amount presented in
the statement of financial position when, and only when, the Group currently has alegally enforceable right to set off the amounts and it intends either to settle themon a net basis or to realise the asset and settle the liability simultaneously.

31 December 2023

31 December 2022

Non-current financial assets

13.6

-

Trade and other receivables (excluding
prepayments and tax-related receivables)

191.1

-

Current financial assets

5.4-

Cash and cash equivalents

356.0

-

Total

566.1

-

Cash flow hedge
When a derivative is designated as a cash flow hedging instrument, the effective
portion of changes in the fair value of the derivative is recognised in othercomprehensive income (“OCI”) and accumulated in the hedging reserve. The
effective portion of changes in the fair value of the derivative that is recognised in
OCI is limited to the cumulative change in fair value of the hedged item, determinedon a present value basis, from inception of the hedge. Any ineffective portion ofchanges in the fair value of the derivative is recognised immediately in income
statement.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 102

FINANCIAL STATEMENTS

For a modification of contractual cash flows of the hedging instrument due directlyfrom interest rate benchmark reform, the changes to the hedge documentation(such as redefining the hedged risk or the description of the hedging instrument/
hedged item to make reference to the benchmark rate) does not result in
discontinuation of hedge accounting.
If the hedge no longer meets the criteria for hedge accounting or the hedging
instrument is sold, expires, is terminated or is exercised, then hedge accounting is
discontinued prospectively. When hedge accounting for cash flow hedges is
discontinued, the amount that has been accumulated in the hedging reserve
remains in equity until, for a hedge of a transaction resulting in the recognition of anon-financial item, it is included in the non-financial item’s cost on its initialrecognition. For other cash flow hedges, it is reclassified to income statement in
the same period or periods as the hedged expected future cash flows affectincome statement.
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
are immediately reclassified to income statement.
In millions of Euro

31 December 2023

31 December 2022

1.6

-

-

-

Balance at 31 December

1.6-

Non-current

(0.5)

-

Current

2.1

-

Total

1.6

-

Interest rate derivative - cap
Interest rate derivative - interest rate swap

The fair value is based on a Level 2 fair value calculation.

Interest rate hedges
On 17 July 2023, amendment and extension of the existing senior loan agreement
was executed resulting in principal loans Facility B1 of €955 million and Facility B2
of $400 million. The interest for Facility B1 is 4.5% plus 3 month EURIBOR (flooredat 0%). Interest for Facility B2 is 5.0% plus 3-month TERM SOFR CME. In order tomitigate exposure to the floating rate risk, TMF Group entered into derivativetransactions:• Nomura 1 – €805 million – July 2023 – April 2025
• Goldman Sachs Bank Europe SE – $280 million – October 2023 – January2027• Nomura 2 – €665 million – April 2025 until January 2027
Assessment of hedge effectiveness is performed at inception of the hedge, at eachreporting date and upon a significant change in the circumstances affecting thehedge effectiveness requirements, whichever comes first.
We have identified the following potential sources of ineffectiveness:• reduction or modification in the hedged item (i.e. debt repayment)• a change in the credit risk of TMF Group or the counter party to the purchased
cap or cash flow hedge.
The hedge ineffectiveness for the year 2023 amounted nil. The hedge ratio is 1:1.
The following table details the contracts at the end of the reporting period, as wellas information regarding their related hedged items.

In millions of Euro

Changes in value used for Balance in cash flow hedge
calculating hedge
reserve for continuing
ineffectivenesshedgesCash flow hedges
Interest rate derivative - cap
Interest rate derivative – interest rate swap
Total

(1.4)

-

-

-

(1.4)

-

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

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

In millions of Euro

Change in the fair value ofhedging instruments
recognised in OCI

Hedge ineffectivenessrecognised in profit or loss

Line item in profit or loss inwhich hedge
ineffectiveness is included

1.1-

Not applicable

Cash flow hedges
Interest rate
derivative - cap
Interest rate
derivative – interest
rate swap
Total

TMF GROUP ANNUAL REPORT - 2023 | 103

FINANCIAL STATEMENTS

-

-

1.1

-

Refer to note 24 Equity in the consolidated financial statements.

Not applicable

20. Contract assets
The contract assets relate to costs incurred to obtain and/or fulfil a contract. As at
31 December 2023, the non-current assets amount to €9.2 million and the current
contract assets amounts to €7.9 million. There was no impairment loss in relation
to the costs capitalised.
The maximum exposure of credit risk at the reporting date is the carrying value ofthe contract assets. TMF Group does not hold any collateral as security.
TMF Group has no significant concentrations of credit risk.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 104

FINANCIAL STATEMENTS

21. Trade receivables and unbilled services
Trade receivables are initially recognised at fair value, and subsequently measured
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,
trade receivables have been grouped based on shared credit risk characteristics
and the days past due.
The expected credit losses on trade receivables are estimated collectively using aprovision matrix based on TMF Group's historical credit loss experience andincludes an assessment of the forecast direction of macroeconomic conditions atreporting date.
Provision rates are segregated according to geographical location and status of
the client (active/inactive) and credit risk category (local/global). The carrying
amount of the assets is reduced through the use of an allowance account, and theamount of the loss is recognised in the income statement within ‘Impairment
financial assets’. When a receivable is uncollectable, it is written off against theallowance account.
Subsequent recoveries of amounts previously written off are credited against‘Impairment financial assets’ in the income statement. Unbilled services relate toservices performed but not yet billed.
The breakdown of total trade receivables and unbilled services is:

In millions of Euro

31 December 2023

31 December 2022

Trade receivables

118.1

-

Less: Allowance for Expected Credit Loss

(6.3)

-

Trade receivables – net

111.8

-

Unbilled services

53.6

-

Total trade receivables and unbilledservices

165.4-

The maximum exposure of credit risk at the reporting date is the carrying value ofthe receivables. TMF Group does not hold any collateral as security. TMF Group
has no significant concentrations of credit risk.
The ageing analysis of trade receivables net of the allowance for credit losses is asfollows as per 31 December 2023:
In millions of Euro

Gross receivables

Allowance

Net receivables

Less than 30 days

74.9

(0.3)

74.6

30 to 90 days

19.4

(0.2)

19.2

91 to 180 days

10.7

(0.3)

10.4

181 to 360 days

7.8

(0.8)

6.9

More than 360 days

5.3

(4.6)

0.7

Trade receivables

118.1

(6.3)

111.8

Trade receivables are non-interest bearing and are generally on terms of 14 to 45
days.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 105

FINANCIAL STATEMENTS

Breakdown of movements in the allowance, based on expected credit losses, areas follows:
In millions of Euro

Currencies categorised as “Other” are individually below €2 million.

2023

2022

Acquired through business combinations

7.6-

Increase in the allowance

1.5-

Reversed allowance

(2.4)

-

Receivables written off during the period as
uncollectable

(0.4)

-

Closing balance

6.3-

Opening balance

TMF Group evaluates the concentration of risk with respect to trade receivables asvery 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 unbilledservices

171.7-

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 106

FINANCIAL STATEMENTS

22. Other receivables

23. Cash and cash equivalents

The maximum exposure of credit risk at the reporting date is the carrying value ofthe other receivables. TMF Group does not hold any collateral as security.
TMF Group has no significant concentrations of credit risk.

Cash and cash equivalents include cash in hand, deposits held at call with banks
and other short-term highly liquid investments with original maturities of threemonths or less. In the consolidated balance sheet bank overdrafts are shownwithin borrowings in current liabilities.

In millions of Euro

31 December 2023

31 December 2022

Prepayments

15.7

-

In millions of Euro

Rental and other deposits

4.8-

Unbilled disbursements

2.6

Other tax and social security receivables

31 December 2023

31 December 2022

Cash at bank and on hand

327.8

-

-

Short-term bank deposits

28.2

-

10.2

-

Cash and cash equivalents

356.0

-

Other receivables

10.4

-

(265.8)-

Total other receivables

43.7

-

Bank overdrafts used for cash management
purposes - not offset with cash at bankTotal cash and cash equivalents and bankoverdrafts

90.2

-

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 netbalance 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 withHSBC US Dollar Liquidity Fund, Low Volatility NAV Money Market Fund under theEuropean 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

TMF GROUP ANNUAL REPORT - 2023 | 107

FINANCIAL STATEMENTS

Significant restrictions
Exchange control restrictions or other restrictions regarding the repatriation offunds from certain countries in which TMF Group operates (including regulatory
capital restrictions) could hinder our ability to make foreign investments andprocure foreign denominated financing.
TMF Group regularly repatriates cash to avoid high cash balances accumulating in
local offices. TMF Group currently does not face any restrictions to repatriate cashfrom local offices, albeit that certain countries only permit a delayed repatriation
via dividends. The Group is required to maintain a specified level of local liquidity incertain of the jurisdictions in which it is regulated, which amounted to €2.8 million
across all jurisdictions as at 31 December 2023.

24. Equity
Share capital and share premium
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
837,346 shares were issued. At 31 December 2023, the authorised share capitalcomprised 1,776,670,748 ordinary, ordinary voting and preference shares. The
issued share capital amounts to €45.8 million.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 108

FINANCIAL STATEMENTS

25. Share-based payment

Share Appreciation RightAs 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
TMF Group Holding BV between 27 March 2023 and such exit. SARs will be settled
in cash by TMF Group. An exit means sale, Initial Public Offering or a winding up.

Senior management share-based payment plan
The share-based payment plan is classified as an equity-settled plan since
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 forsale to a party designated by CVC and ADIA, where the sale conditions are
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 beentitled to the fair market value for the shares. An exit means sale, Initial Public
Offering or a winding up.

Movements in the number of SARs outstanding are as follows:
Shares (in 1,000)

31-Dec-22

Movements in the number of Depositary receipts outstanding and their related
weighted average exercise prices are as follows:
Shares (in 1,000)

31-Dec-22-

Purchased

44,096.8

Returned(1,274.9)

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 thepreference shares with no voting rights. Weighted average exercise price is €1 pershare. Fair value is equal to the weighted average exercise price.

-

Granted160

Forfeited-

31-Dec-23

160

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 theestimated total fair value of the purchased shares and the issue price.
The grant date fair value as at 31 December 2023 is deemed nil. Cost recognised inincome statement for share-based payment plan is not material.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 109

FINANCIAL STATEMENTS

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
difference between the proceeds (net of transaction costs) and the redemption
value is recognised in the income statement over the period of the borrowings
using the effective interest method.

In millions of Euro

Other reserves

Hedging reserve

Total reserves

Balance at 31 December 2022

-

-

-

Acquired through businesscombinations

-

-

-

(28.1)-(28.1)

-

1.1

1.1

(28.1)

1.1(27.0)

Translation movements
Hedging reserve
Balance at 31 December 2023

The reserves are not available for distribution to shareholders.
Other reserves
Other reserves comprises all foreign currency differences arising from thetranslation of the financial statements of foreign operations and share basepayment reserve.
Hedging reserve
Hedging reserves are comprise effective portion of cumulative net change in thefair value of hedging instruments used in cash flow hedges, pending subsequent
recognition in profit or loss.

Transaction costs incurred during the (re)financing of loans and borrowings arecapitalised and amortised over the estimated useful lives of the loans andborrowings. Fees paid on the establishment of loan facilities are recognised astransaction costs of the loan if it is probable that some or all of the facility will bedrawn down. In this case, the fee is deferred until the drawdown occurs. If it is notprobable that some or all of the facility will be drawn down, the fee for the facility iscapitalised and amortised over the period of the facility to which it relates. Loansand borrowings are presented net of transaction costs.
Loans and borrowings are classified as current liabilities unless TMF Group has an
unconditional right to defer settlement of the liability for at least 12 months after
the balance sheet date.
TMF Group derecognises financial liabilities when, and only when, TMF Group's
obligations are discharged, cancelled or have expired. The difference between the
carrying amount of the financial liability derecognised and the consideration paid
and payable is recognised in the income statement.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

In millions of EuroSUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 110

FINANCIAL STATEMENTS

31 December 2023

31 December 2022

1,288.6-

Deferred consideration payable

6.1-

Lease liability

86.3

-

Other non-current loans and borrowings

13.1

-

Total non-current loans and borrowings

1,394.1-

Non-current
Secured bank borrowings

Current-

Secured bank overdraft

265.8

-

Deferred consideration payable

20.0

-

Lease liability

33.7

-

Interest payable

29.0

-

Related party loan

1.1

0.5

Other current loans and borrowings

3.1-

Total current loans and borrowings

352.7

0.5
-

Total borrowings

1,746.8

in carrying amount of the original liability and the fair value of new modified liability
is recognised in statement of profit or loss. This refinancing resulted in
extinguishment of original loan liability, Lien 1 with principal of €950 million andLien 2 with principal of €200 million and a loss on extinguishment of €15.4 million.
The loss is reported as part of net finance costs in the Income statement.
The intercompany receivables are pledged up to this amount. The deferredconsideration payable relates to deferred payments and earn-out agreements withthe former shareholders of acquired companies and sellers of acquired assets.
The interest payable is, for a significant part, the 3-month accrued interest for thesenior bank borrowing. The senior bank borrowing is valued at amortized cost andthis accrued interest is directly related to that amount.
Terms and repayment schedules
The terms and conditions of outstanding loans, excluding deferred consideration
payables and transaction costs on loan notes, are as follows:
31 December 2023
Year ofmaturity Fair value

31 December 2022

Carrying
amount Fair value

Carrying
amountIn millions of Euro

Nominal interest rate

Senior Secured Bank loan
- Facility B1 (EUR)EURIBOR + 4.5%

2028

940.1

934.9

-

-

Senior Secured Bank loan
- Facility B2 (USD)

Term SOFR CME
USD + 5.0%

2028

353.4

350.7

-

-

Lease liability

n.a.

n.a.

120.0

120.0

-

-

Other loans andborrowings

n.a.

n.a.

17.3

17.3

-

-

1,430.8 1,422.9

-

-

0.5

TMF Group's primary source of finance is secured bank borrowings provided by asyndicate of banks. On 17 July 2023, amendment and extension of the existingsenior loan agreement was executed resulting in principal loans Facility B1 of €955
million, Facility B2 of $400 million; both senior loans with maturity of May 2028 andRevolving Credit Facility of €181 million with maturity February 2028. Revolving
Credit Facility is not used as per 31 December 2023. The interest for Facility B1 is
4.5% plus 3 month EURIBOR (floored at 0%). Interest for Facility B2 is 5.0% plus 3month USD TERM SOFR CME. The refinancing is considered to be a substantial
modification and as a result extinguishment accounting is applied, any difference

Total

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.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 111

FINANCIAL STATEMENTS

The financial covenants are tested each quarter as from 30 September 2023. Referto note 4.5 for additional information. The Senior Secured Net Leverage Ratio must
not exceed 9.50X EBITDA and is calculated by applying the Consolidated Senior
Secured Net Debt and divide by the EBITDA. TMF Group has met the requirementsin the facility agreement for the years subject in this Annual report.
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
secured bank borrowings and revolving credit facility, including unpaid interest, aresecured by a pledge over certain shares of several entities within TMF Group. The
shares are pledged up to €3.2 million which comprises the shareholder’s equity of
TMF Sapphire Bidco B.V..
The effective interest rate of the Senior Secured Bank Loan - Facility B1 (EUR) is
4.9% and for Senior Secured Bank Loan - Facility B2 (USD) is 8.9% and is higher
than the nominal interest rate due to capitalised finance costs.

Measurement of TMF Group's liabilities is presented in the following table:
Financial liabilities atamortised cost

Financial liabilities at fairvalue through income
statement

1,394.1

-

352.7

-

-

2.5

106.0

-

1,852.8

2.5

Non-current loans and borrowings--

Current loans and borrowings--

Derivative financial instruments--

Trade and other payables*

-

-

Total

-

-

In millions of Euro

31 December 2023
Non-current loans and borrowings
Current loans and borrowings
Derivative financial instruments
Trade and other payables*
Total
31 December 2022

* Excluding deferred income, rent deposits, social security and other taxes.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 112

FINANCIAL STATEMENTS

Reconciliation of liabilities arising from financing activities
The following table details changes in the liabilities arising from financing
activities, including both cash and non-cash changes. Liabilities arising fromfinancing activities are those for which cash flows were, or future cash flows willbe, classified in the consolidated cash flow statement as cash flows from financing
activities.

In millions of Euro

31 Financing
Decembercash
2022flows New lease

Acquisition
31
Otherof December
changes subsidiaries
2023

Secured bank borrowings

-

119.0

-

25.9

1,143.7 1,288.6

Revolving credit facility-(23.1)

-

-

23.1

-

Secured bank overdraft--- (102.5)

368.3

265.8

Deferred consideration payable-(12.5)

-

(0.1)

38.7

26.1

Interest payable

-

-

-

13.1

15.9

29.0

Other current loans andborrowings

-

(0.6)

-

(11.1)

15.9

4.2

Other non-current loans andborrowings-(33.7)

30.4

13.5

Total

-

49.1

30.4

(61.3)

122.9

28. Provisions
Provisions are recognised when TMF Group has a present legal or constructive
obligation as a result of past events, then it is probable that an outflow ofresources will be required to settle the obligation, and the amount has been reliably
estimated.
Provisions are measured at the present value of the expenditures expected to berequired to settle the obligation using a pre-tax rate that reflects current market
assessments of the time value of money and the risks specific to the obligation.
The increase in the provision due to the passage of time is recognised as aninterest expense.
In millions of Euro

Legal Restructuring

Employeebenefits Dilapidation

Other

Total

Balance at 1 January 2023

-

-

-

-

-

-

Acquired through businesscombinations

1.0

1.1

4.9

2.9

1.3

11.2

2.9

-

1.0

0.3

0.4

4.6

-

-

-

(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

133.1

1,728.6 1,746.8

Charged to the income
statement:- Additions- Exchange differences

HIGHLIGHTS 2023

ABOUT TMF GROUP

In millions of EuroGOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 113

FINANCIAL STATEMENTS

31 December 2023

31 December 2022

Non-current

7.5-

Current

6.0-

Total provisions

13.5

-

Legal
The legal provisions relate to legal cases involving subsidiaries of TMF Group. The
amount provided for relates to costs and damages expected to be incurred forthese legal cases.
Restructuring
At 31 December 2023, the restructuring provisions mainly include a short-term
provision for costs of TMF Group-wide (tax) transformation programs. A provision
for restructuring is recognised when there is an approved, detailed and formal
restructuring plan and the restructuring has either commenced or has beenannounced publicly. A provision for restructuring is based on the Group’s best
estimate of costs to be incurred. If actual costs are different than originallyestimated, this could affect operating result and net result.
Employee benefits
The provision for employee benefits mainly relates to long-term jubilee andanniversary benefit schemes.
Dilapidation
The dilapidation provision relates to expected dilapidation expenses with respect
to the lease of office buildings. The usage of the provision is dependent on thelease term of the office buildings.

29. Retirement benefit obligations
Introduction
TMF Group has defined retirement benefit obligations of minor importance in
Switzerland. Minor retirement benefit obligations are present in some othercountries.
Switzerland
A minor retirement benefit obligation is present in Switzerland. The benefits in thescheme results from the conversion of a savings account into a retirement
pension. The conversion factor of the savings account into a retirement pension isfurther defined in the rules of the pension plan. The benefits are financed by both
TMF Group and the employees. TMF Group contributes approximately two third of
the total costs.
The net liability, the results on remeasurement and expenses recognized in income
statement, this retirement benefit obligation is considered not material to TMF
Group. As such, only limited IAS 19 disclosures have been included in thesefinancial statements.
Other countries
Some minor retirement benefit obligations are present in other countries. As theindividual retirement benefit obligations have negligible impact on TMF Group's
financials, no further disclosures have been included in these financial statements.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 114

FINANCIAL STATEMENTS

Liability in the balance sheet

Movement in plan assets

The amounts in the balance sheet were determined as follows and are based on
external actuarial reports:

In millions of EuroIn millions of Euro

2023

2022

Acquired through business combinations

5.1-

Employer contributions

0.4-

Employee contributions

0.1-

Remeasurement gains/(losses)(0.1)

Beginning of year

31 December 2023

31 December 2022

Present value of funded obligations

3.3-

Fair value of plan assets

2.7-

Liability in the balance sheet

0.6-

Switzerland

0.6-

Net benefits paid (and net of pension
transfers)

(0.1)

-

-

-

Interest income

0.1

-

0.6

-

Plan change/curtailment

(2.8)

-

End of year

2.7-

Switzerland

2.7

-

-

-

2.7

-

Other countries
Liability in the balance sheet

The remeasurement gain is almost fully related to a gain from actuarial
assumptions.

Other countries

Movement in the liability for defined benefit obligations
In millions of EuroEnd of year
2023

2022

-

-

Acquired through business combinations

5.4-

In millions of Euro

2023

2022

Current service cost

0.5

-

0.4

-

Remeasurement (gains) / losses

0.1-

Current service cost (less employee
contribution)

Net benefits paid

(0.1)

-

Total included in personnel expenses

0.4-

Interest cost

0.1-

Switzerland

0.4-

Plan change/curtailment

(2.7)

-

-

-

End of year

3.3

-

0.4

-

Switzerland

3.3

-

-

-

3.3

-

Beginning of year

Other countries
End of year

Expense recognised in the income statement

Other countries
Total included in personnel expenses

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

Principal actuarial assumptions – Switzerland
Principal actuarial assumptions

2023

2022

Discount rate

1.5%

n.a.

Future salary increases/inflation

2.0%

n.a.

Indexation

0.0%

n.a.

Turnover rate

18%

n.a.

LPP2020_G

n.a.

Mortality

TMF GROUP ANNUAL REPORT - 2023 | 115

FINANCIAL STATEMENTS

30. Trade and other payables
Trade and other payables are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method. Trade and otherpayables are classified as current liabilities unless TMF Group has an unconditionalright 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

Deferred income

4.7-

Total other payables

4.7-

31 December 2023

31 December 2022

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

Non-current

In millions of Euro

Current

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 116

FINANCIAL STATEMENTS

31. Commitments

Deferred income
Fixed fees received in advance across all the service lines and up-front fees inrespect of services due under the contract period which is primarily in line with thecalendar year are time-apportioned to respective accounting periods, and thosebilled but not yet earned are included in deferred income in the balance sheet.
There is limited judgement applicable for longer term contracts. All transaction
prices are included in the client contracts and therefore agreed upfront. The
allocation is based on timing of the performance obligations.

Capital commitments
As at 31 December 2023, capital expenditure for the acquisition of property, plantand equipment contracted for at balance sheet date but not yet incurred amounted
to €0 million.

The expected reversal of the deferred income is shown in the following table:
In millions of EuroOperating lease commitments

31 December 2023

31 December 2022

12 months or less

30.9

-

1-5 years

4.7

-

-

-

35.6

-

Over 5 years
Total deferred income

TMF Group leases various offices under non-cancellable operating leaseagreements. The leases have varying terms, escalation clauses and renewal rights.
In addition, TMF Group leases various motor vehicles, office and computerequipment under non-cancellable operating lease agreements. As a result of
implementation of IFRS 16 only the short-term lease commitment is included in theoperating lease commitment overview:

Employee benefits

Guarantees

This includes the bonus payable, holiday allowance, vacation days payable, pension
premiums and other employee benefit payables.

As at 31 December 2023, TMF Group has issued guarantees back up by theancillary facility and office lease agreements amounting to €18.3 million.

Accrued expenses
The accrued expenses include invoices to be received from suppliers related tomarketing expenses, office expenses, professional fees and other.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 117

FINANCIAL STATEMENTS

32. Contingencies

33. Related partiesTMF Group has claims & litigation arising from the normal course of business. The
material outflow of resources in respect of these claims & litigation is not probableand therefore no provision has been recorded other than set out in note 28.

Ultimate controlling party

Fiscal unity
The majority of the Dutch entities within TMF Group are part of a fiscal unity withTMF Group Holding B.V.. Consequently, those entities are jointly and severally
liable for corporate income and value added tax of such a fiscal unity. In someother countries, (some of the) entities form part of a fiscal unity and as aconsequence those entities are jointly and severally liable for corporate income
and sales tax of such a fiscal unity.

TMF Group Holding B.V. (“TMF Group”) is the parent company of our operational
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("ADIA") and the remainder of the shares are held by STAK.
Transactions with the Supervisory Board
In millions of Euro

31 December 2023 31 December 2022

Short-term employee benefits

0.4-

Total compensation paid to the Supervisory Board

0.4-

Total compensation of the Supervisory Board is paid to independent members ofSupervisory 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 areparticipating in the equity settled shared based payment plan. Please refer to note
25 Share-based payment for further detail.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 118

FINANCIAL STATEMENTS

34. Independent auditor’s fee

35. Subsequent events

The remuneration of the auditor Ernst & Young Accountants LLP (“EY NL”) andremuneration of other EY network firms can be specified as follows:

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 thebusiness combination, including contingent consideration, has been completed.

2023
EY NL

Other EY network

Total EY network

Audit of these financial statements

1.1

1.2

2.3

Other audit services

0.3

0.1

0.4

Audit services

1.4

1.3

2.7

Other services

-

1.6

1.6

1.4

2.9

4.3

Total

In January 2024, the repricing of senior loans consisting of Facility B1 of €955
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
Facility B1 of €104.1 million, and Facility B2 of $400 million became Total Facility
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. Theinterest 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 fairvalue 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 instatement of profit or loss in January 2024.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 119

FINANCIAL STATEMENTS

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

Country

EntityArgentina

TMF Argentina S.R.L.

100%

TMF Outsourcing S.R.L.

100%

TMF Trust Company (Argentina) S.A.

100%

Almagesto S.R.L.

100%

TMF Corporate Services (AUST) Pty Limited

100%

TMF Nominees (AUST) Pty Limited

100%

TMF Austria GmbH100%

APS Buchfuhrungs- & Steuerberatungs GmbH100%

TMF Bilanzbuchhaltungs- und Personalservices GmbH100%

TMF Steuerberatungs- & Wirtschaftprufung GmbH100%

TMF Capital Market Services Steuerberatungs GmbH100%

TMF Accounting & Payroll Steuerberatungsgesellschaft GmbH100%

Barbados

TMF Barbados Inc

100%

Belgium

TMF Belgium N.V.

100%

TMF Accounting Services BVBA

100%

BermudaTMF (Bermuda) Limited

100%

Bolivia

TMF Bolivia S.R.L.

100%

BrazilTMF Brasil Assessoria Contabil e Empresarial Ltda.

80%

TMF Brasil Servicos Administrativos e Processamento de Dados
Ltda.

100%

TMF Brasil Administracao e Participacoes Ltda

Australia
Austria

Ownership

Country

EntityOwnership

TMF Brasil Atividades Administrativas Ltda100%

CMS Limited

100%

Fort Company (BVI) Limited

100%

Opti Resources Limited

100%

TMF Authorised Representative (BVI) Ltd.

100%

Wickhams Cay Trust Company Limited

100%

TMF Management Services Limited

100%

TMF (B.V.I.) Ltd.

100%

TMF Group International Limited

100%

Equity International Holdings Limited

100%

TMF Group (BVI) Limited

100%

TMF Transactions Limited

100%

Anshun Services Ltd.

100%

Fides Management Services Ltd.

100%

TMF Corporation (BVI) Limited

100%

Vencourt Limited

100%

Abraxas International Limited

100%

Folly Fort Limited

100%

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%

BritishVirginIslands

HIGHLIGHTS 2023

Country

Bulgaria
CanadaCaymanIslands

Chile

China

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

EntityTMF GROUP ANNUAL REPORT - 2023 | 120

FINANCIAL STATEMENTS

Ownership

Country

EntityOwnership

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., Ltd100%

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 Limitada100%

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%

CuraçaoCurab 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 Limited100%

BfT (Curacao) N.V.

100%

TMF Holding (BVI) Limited

100%

EQ Trust Caribbean Holding N.V.

100%

Novacon Bulgaria EOOD100%

TMF Curacao N.V.

100%

TMF Services EOOD100%

TMF Curacao Holding B.V.

100%

TMF Canada Inc.

100%

TMF Company Secretary (CY) Limited

100%

TMF Administrative Services Cyprus Ltd

100%

CyprusTMF Nominees Ltd.

100%

Stozelia Holdings Limited

100%

Fides Limited

100%

TMF Management Limited

100%

TMF (Cayman) Limited

100%

Churchill Directors Ltd.

100%

UCMS (united Customer Management Services) Group EMEA
Limited (Cyprus)

100%

Nominee Services Limited

100%

TMF Management Services s.r.o.

100%

TMF Chile Asesorias Empresariales Ltda.

100%

TMF Empresa de Servicios Transitorios Ltda.

100%

TMF Czech a.s.

100%

TMF Administradora S.A.

100%

DenmarkTMF Denmark A/S100%

TMF Servicios Integrales Ltda.

100%

TMF Republica Dominicana S.R.L

100%

Freeway Financial Consulting (Shanghai) Ltd.

60%

Dominican
Republic

Sino Corporate Services (China) Limited

100%

EcuadorTMF Ecuador S.A.

100%

Egypt

TMF Egypt L.L.C.

100%

Czech
RepublicHIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 121

FINANCIAL STATEMENTSCountry

EntityEl Salvador

TMF El Salvador Ltda de C.V.

100%

Commondale Limited

100%

Finland

TMF Finland OY

100%

Sino Corporate Services Limited

100%

FranceTMF 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%

TMF Deutschland AG

100%

FK Administration Limited

100%

TMF Trustee Services GmbH100%

Kelday Enterprises Limited

100%

Una Management GmbH100%

Panbridge Nominee Limited

100%

TMF Steuerberatung GmbH wirtschaftsprufungsgesellschaft

100%

Swinside Investments Limited

100%

TMF Management Holding Deutschland GmbH100%

KCS China Holdings Limited

100%

TMF Group Administrative Services (Hellas) EPE - TMF Group(Hellas) EPE

100%

Veritatem & Co.

100%

Cobyrne Limited

100%

Premier Consulting SA

100%

Secreco Limited

100%

GuatemalaTMF 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 Limited100%

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%

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%

TMF Services India Private Ltd.

100%

Abraxas Limited

100%

KPK faServ India Private Limited

100%

Germany

GreeceOwnership

Country

Hungary

India

EntityOwnershipHIGHLIGHTS 2023

Country

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 122

FINANCIAL STATEMENTS

EntityOwnership

Country

EntityOwnership

Nyaasa Services Private Limited

100%

Lively Limited;100%

PT TMF Indonesia

100%

TMF Group Secretaries (Jersey) Limited

100%

PT K C Services Indonesia

100%

TMF TRUSTEE NO.2 LIMITED100%

TMF Management (Ireland) Limited

100%

TMF MANACOR SECRETARIES (JERSEY) LIMITED100%

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 LIMITED100%

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%

JamaicaTMF Jamaica Limited

100%

Kenya

TMF Kenya Ltd.

100%

Japan

TMF Group Limited (Japan)

100%

LabuanBritannia Limited

100%

JerseyLeadenhall Nominees Limited

100%

Guarantee Management Purpose Trust100%

TMF Group Services (Jersey) Limited

100%

Tiara Ltd.

100%

TMF1 LIMITED100%

Marriott Investments Ltd.

100%

TMF2 Limited

100%

TMF Trust Labuan Limited

100%

TMF TRUSTEE NO.1 LIMITED100%

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%

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%

Indonesia
Ireland

Luxembourg

HIGHLIGHTS 2023

Country

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 123

FINANCIAL STATEMENTS

EntityOwnership

Country

EntityOwnership

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%

PolandTMF RDC Europe Sp. z.o.o.

100%

TMF Participations S.à r.l.

100%

TMF VAT Services Poland Sp. z.o.o.

100%

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%

TMF Management and Administrative Services (Malta) Limited

100%

TMF Korea Co., Ltd.

100%

Avanzia Taxand Limited

100%

Republic ofKorea

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%

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%

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%

TMF Management S.R.L.

100%

TMF Corporate Services New Zealand Limited

100%

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%

SerbiaTMF Services d.o.o. Beograd

100%

NorwayTMF Norway A.S.

100%

Singapore

TMF Singapore H Pte. Ltd.

100%

PanamaTMF Panama S. de R.L.

100%

TMF Trustees Singapore Limited

100%

Malaysia

Malta

Mauritius

MexicoNew
Zealand

RussiaHIGHLIGHTS 2023

Country

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 124

FINANCIAL STATEMENTS

EntityOwnership

Country

EntityThe
Netherlands

TMF Outsourcing Services B.V.

100%

Ownership

Virtual HR Pte Limited now named TMF (VHR) Payroll Services Pte
Limited100%

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%

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 BV100%

TMF Sweden AB

100%

Tucano Topco B.V.

100%

TMF Group Agency Services AB

100%

Tucano Holdco B.V.

100%

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%

ThailandTMF (Thailand) Ltd.

49%

Stichting Cerulean

100%

TMF Group Holding (Thailand) Limited

100%

Freeway Entertainment Group B.V.

60%

Freeway CAM B.V.

60%

Slovakia

Spain

SwedenSwitzerland

HIGHLIGHTS 2023

Country

TurkeyABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 125

FINANCIAL STATEMENTS

EntityOwnership

Country

EntityOwnership

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%

TMF Structured Finance Services B.V.

100%

TMF US Holding Inc.

100%

TMF Asia B.V.

100%

TMF Group EMEA B.V.

100%

TMF USA Inc.

100%

TMF Group Americas B.V.

100%

Lord Securities Corporation

100%

TMF Yonetim Hizmetleri Limited Sirketi - TMF Administrative
Services Limited

Lord Securities (Delaware) L.L.C.

100%

100%

TMF San Diego LLC

100%

CPA Serbest Muhasebeci Mali Musavirlik A.S.

100%

TMF Group New York LLC

100%

TMF Fund Services North America, LLC

100%

Freeway Payroll Inc.

30%

TMF Uruguay S.R.L.

100%

UnitedStates ofAmericaUkraineTMF Ukraine L.L.C.

100%

United ArabEmiratesTMF Services HoldCo Ltd

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%

100%

TMF Group Fiduciary Services Limited

100%

TMF Uruguay Administradora de Fondos de Inversión yFideicomisos S.A. - TMF Uruguay AFISATMF Trust Company (Uruguay) S.A.

100%

TMF Global Services (UK) Limited

100%

TMF Venezuela C.A.

100%

TMF Trustee Limited

100%

TMF Services Venezuela C.A.

100%

Joint Corporate Services Limited

100%

TMF Vietnam Company Limited

100%

TMF VAT Services Limited

100%

KCS Vietnam Company Limited

100%

TMF Corporate Secretarial Services Limited

100%

UnitedKingdom

Uruguay

Venezuela
VietnamHIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 126

FINANCIAL STATEMENTS

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

Argentina

Argentina Comision Nacional de Valores

BrazilComissão de Valores Mobiliários

Jurisdiction

Jurisdiction Supervisory authority

Qatar

Qatar Financial Centre Regulatory Authority (Non Financial Services) Monitory Department

Romania

Corpul Experillor Contabil si Contabililor Authrizati din Romania, Camera
Consultantilor Fiscali

Singapore

Accounting and Corporate Regulatory Authority, Monetary Authority ofSingapore

Switzerland

Member of the Association Romande des Intermédiaires Financiers

The
Netherlands

Dutch Central Bank and Authority for the Financial Markets

United ArabEmirates

Abu Dhabi Global Market Financial Services Regulatory Authority

BritishVirginIslands

British Virgin Islands Financial Services Commission

CaymanIslands

Cayman Islands Monetary Authority

Costa Rica

Superintendencia General de Entidades Financieras

Curaçao

Centrale Bank van Curaçao en Sint Maarten

CyprusCyprus Securities and Exchange Commission

Guernsey

Guernsey Financial Services Commission

Hong Kong

Hong Kong Companies Registry

UnitedKingdom

HR Revenue and Customs, Chartered Institute of Taxation

Ireland

Ireland Department of Justice and Equality

Uruguay

Central Bank of Uruguay

JerseyJersey Financial Services Commission

LabuanLabuan International Financial Exchange and Labuan Financial Services
Authority

Luxembourg

Luxembourg Commission de Surveillance du Secteur Financier

Malaysia

Companies Commission of Malaysia, Securities Commission and Bank
NegaraMalta

Malta Financial Services Authority

Mauritius

Mauritius Financial Services Commission

MexicoComisión Nacional Bancaria y de Valores and Condusef

NorwayThe Financial Supervisory Authority of Norway

Peru

Superintendencia de Banca Seguros y AFP, Unidad de Inteligencia
FinancieraHIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 127

FINANCIAL STATEMENTS

Company income statement
In millions of Euro

Note

2023

2022

(0.3)

-

(0.8)

-

Result in subsidiaries (net of tax)

(55.2)(0.7)

Result for the period(56.3)(0.7)

Result before tax and share in result of subsidiaries
Corporate income tax and minority interest

2

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 128

FINANCIAL STATEMENTS

Company balance sheet
In millions of Euro

Note

31 December 2023

31 December 2022

1,666.7(0.7)

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)

AssetsFinancial assets LT

3

Non-current assets

EquityShare capital

4

45.8

0

Share premium

4

1,702.0-

Reserves

4(22.2)-

Retained earnings

4(60.0)(0.7)

1,665.6(0.7)

Trade and other payables ST

2.5-

Corporate income tax payable

0.8-

Current liabilities

3.3-

1,668.9(0.7)

Total equity attributable to owners of the parent
Liabilities
Non-current liabilities

TOTAL EQUITY AND LIABILITIESHIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 129

FINANCIAL STATEMENTS

Company statement of changes inequitySharecapitalSharepremium

Balance at 13 June 2022

0

-

-

-

-

Result for the year

-

-

-

(0.7)

(0.7)

-

-

-

-

-

In millions of Euro

Other Accumulated
reserves
losses

Total

Other comprehensive income
Total other comprehensive income
Balance at 31 December 2022

0

-

-

(0.7)

(0.7)

Share
capitalSharepremium

Other
reserves

Balance at 1 January 2023

0

-

-

-

(0.7)

(0.7)

Acquired in businesscombinations

-

-

-

-

2.0

2.0

Result for the year

-

-

-

-

(56.3)(56.3)

Transfer to legal reserve (note 4)

-

-

-

4.8

(4.8)

-

Remeasurement IAS19

-

-

-

-

(0.2)

(0.2)

Cash flow hedge - Costs ofhedging reserve

-

-

1.1

-

-

1.1

Translation movements--(28.1)--(28.1)--(27.0)

4.8(59.3)(81.5)

45.8 1,703.0--- 1,748.8

(1.0)

-

-

-

45.8 1,702.0(27.0)

4.8

In millions of Euro

Legal Accumulated
reservelosses

Total

Other comprehensive income
Total other comprehensive
incomeTransactions with owners
Shares issued
Share based payments
Balance at 31 December 2023

-

(1.0)

(60.0) 1,665.6

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 130

FINANCIAL STATEMENTS

Notes to the company financial
statements
1. General information

3. Financial assets

The Company financial statements have been prepared in accordance with theDutch GAAP and financial reporting requirements included in Part 9 of Book 2 of
the Dutch Civil Code. The Company uses the option of Article 362.8 and Article 402
of Part 9 of Book 2 of the Dutch Civil Code to prepare the Company financial
statements, using the same accounting policies as in the consolidated financial
statements. Valuation is based on recognition and measurement requirements ofaccounting standards adopted by the EU (i.e. only IFRS that is adopted for use in
the EU at the date of authorisation), except for investments in subsidiaries which
are carried at net asset value. Refer to the notes of the consolidated financial
statements for further information on accounting policies, critical estimates andjudgements and financial risk management.

In millions of Euro

2023

2022

Balance at 1 January

(0.7)

-

2.0

-

Shares issued

1,747.8-

Result for the year

(55.2)(0.7)

Foreign currency translation differences forforeign operations(28.1)-

Fair value gain/(loss) arising on hedging
instruments

1.1-

Remeasurement IAS 19

(0.2)

-

Balance at 31 December

1,666.7(0.7)

2. Income tax (expense)/benefit
Together with its Dutch group companies, the company constitutes a fiscal unity
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%.

Acquired in business combinations

Financial assets fully relate to investment in consolidated subsidiaries. Please refer
to note 36 of the consolidated financial statements for TMF group entities.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 131

FINANCIAL STATEMENTS

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
837,346 shares were issued. At 31 December 2023, the authorised share capitalcomprised 1,776,670,748 ordinary, ordinary voting and preference shares. The
issued share capital amounts to €45.8 million.

7. Related party transactions
Reference is made to the consolidated financial statements.

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 theaccumulated losses.

5. Commitments
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.

9. Subsequent events
Reference is made to note 35 Subsequent events in the consolidated financial
statements.

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 132

FINANCIAL STATEMENTS

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
the net result for the year is at the discretion of the General Meeting of
Shareholders.

Ann Cairns | Supervisory Director

Karen Ann Green | Supervisory Director

Signed by:Signed by:

Krishnan Rajagopalan | Supervisory
Director

Peter William James Rutland |Supervisory Director

Signed by:Signed by:

Lorne Somerville | Supervisory Director

Faris Cassim | Supervisory Director

Signed by:Signed by:

Stefan Janke | Supervisory Director

Osama Nahhat | Supervisory Director

Signed by:Signed by:Mark Weil | Chief Executive Officer

Patrick de Graaf | Chief Financial
Officer

Report of the independent auditor
For the report of the independent auditor, reference is made to page 133 to 139 of
the annual report.

Signatures to the company financial statements
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
the financial reporting requirements included in Part 9 of Book 2 Dutch Civil Code.
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.
The Company’s financial statements are presented for approval at the Annual
General Meeting on 7 March 2024.

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 CodeThe 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 2The 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 toindependence) 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 thecompany and its environment and the components of the system of internal control, including the risk assessment process and management’s process forresponding 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 thesewere 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 thedetermination of material amounts and disclosures in the financial statements. Furthermore, we assessed factors related to the risks of non-compliance withlaws 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-compliancethroughout the audit. Finally we obtained written representations that all known instances of non -compliance with laws and regulations have been disclosed tous.
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 madea 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 orotherwise, 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 thata 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 suchdisclosures are inadequate, to modify our opinion.

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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 tocease 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 9of 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 haveconsidered 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.

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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 unlessmanagement either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. Mana gement should disclose events andcircumstances 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 theeconomic decisions of users taken on the basis of these financial statements. The materiality a ffects the nature, timing and extent of our audit procedures andthe 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 forthe 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

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Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing the group audit. In this respect we havedetermined 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 specificitems.
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

SUSTAINABILITYFINANCIAL STATEMENTS

TMF GROUP ANNUAL REPORT - 2023 | 140

Table of contents
Highlights of 2023

3

Highlights of 2023

4

Letter from the Chair

5

Letter from the CEO

7

About TMF Group9

Our strategy
Our purpose and vision
Our clients
Our people
Financial review

10
14
16
17
19

Governance

29

Supervisory Board
Management Board
Executive committee

34
38
39

Sustainability

42

Sustainability
Risk management

43
49

Financial statements

60

Financial statements
Consolidated statement of profit or loss
Consolidated statement of comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flow
Notes to the consolidated financial statements
1. General information

61
62
63
64
66
68
71
71

2. Summary of material accounting policies
3. Material accounting judgements, estimates and assumptions
4. Financial risk management
5. Revenue
6. Employee benefit expenses
7. Office expenses
8. Professional fees
9. Other expenses
10. Net finance costs
11. Other gains/(loss)
12. Income tax (expense)/benefit
13. Deferred tax assets and liabilities
14. Non-controlling interest
15. Business combinations
16. Intangible assets
17. Property, plant and equipment
18. Right-of-use of assets and lease liability
19. Financial assets and derivative financial liabilities
20. Contract assets
21. Trade receivables and unbilled services
22. Other receivables
23. Cash and cash equivalents
24. Equity
25. Share-based payment
26. Reserves
27. Loans and borrowings
28. Provisions
29. Retirement benefit obligations

71
75
75
80
81
82
83
83
84
85
85
87
89
90
93
96
97
100
103
104
106
106
107
108
109
109
112
113

HIGHLIGHTS 2023

ABOUT TMF GROUP

GOVERNANCE

30. Trade and other payables
31. Commitments
32. Contingencies
33. Related parties
34. Independent auditor’s fee
35. Subsequent events
36. TMF Group entities

SUSTAINABILITY

TMF GROUP ANNUAL REPORT - 2023 | 141

FINANCIAL STATEMENTS

115
116
117
117
118
118
119

37. Regulatory table
Company income statement
Company balance sheet
Company statement of changes in equity
Notes to the company financial statements
Other information

126
127
128
129
130
132

Independent auditor's report133