TENTAMUS_UK_LIMITED - Accounts


Company Registration No. 09357227 (England and Wales)
TENTAMUS UK LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2018
PAGES FOR FILING WITH REGISTRAR
TENTAMUS UK LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 9
TENTAMUS UK LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2018
31 December 2018
- 1 -
2018
2017
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
3
2,316
-
Investments
4
6,289,212
6,289,212
6,291,528
6,289,212
Current assets
Debtors
6
2,131,687
1,870,735
Cash at bank and in hand
7
981,618
557,259
3,113,305
2,427,994
Creditors: amounts falling due within one year
8
(25,550)
(2,880)
Net current assets
3,087,755
2,425,114
Total assets less current liabilities
9,379,283
8,714,326
Creditors: amounts falling due after more than one year
9
(9,895,044)
(8,983,864)
Net liabilities
(515,761)
(269,538)
Capital and reserves
Called up share capital
10
100
100
Profit and loss reserves
(515,861)
(269,638)
Total equity
(515,761)
(269,538)

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 24 September 2019 and are signed on its behalf by:
Mr A Barseyten
Director
Company Registration No. 09357227
TENTAMUS UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2018
- 2 -
Share capital
Profit and loss reserves
Total
£
£
£
As restated for the period ended 31 December 2017:
Balance at 1 January 2017
100
(454,555)
(454,455)
Year ended 31 December 2017:
Profit and total comprehensive income for the year
-
184,917
184,917
Balance at 31 December 2017
100
(269,638)
(269,538)
Year ended 31 December 2018:
Loss and total comprehensive income for the year
-
(246,223)
(246,223)
Balance at 31 December 2018
100
(515,861)
(515,761)
TENTAMUS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2018
- 3 -
1
Accounting policies
Company information

Tentamus UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Building 170, Abbott Drive, Kent Science Park, Sittingbourne, Kent, ME9 8AZ.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

Tentamus UK Limited is a wholly owned subsidiary of Tentamus Group GmbH and the results of Tentamus UK Limited are included in the consolidated financial statements of Tentamus Group GmbH which are available from An der Industriebahn 5, 13088 Berlin, Germany.

1.2
Going concern

At 31 December 2018 there was a deficit on the profit and loss account of £515,861 (2017: £269,638) leading to negative shareholders funds of £515,761 (2017: £269,538). The directors have therefore considered the basis on which the financial statements have been prepared.

 

There was a loss on ordinary activities before taxation for the year of £246,223 (2017: profit £184,917). However this is after interest payable to group undertakings of £642,621 (2017: £532,418).

 

Included within creditors falling after more than one year is a loan due to the parent undertaking of £9,895,044 (2017: £8,983,864), the parent undertaking has committed to continue to support the business for at least the next 12 months from the date of approval of these financial statements.

 

In view of the above the directors consider it appropriate to prepare the accounts on the going concern basis.

1.3
Turnover

Revenue is derived from management services provided to the company's subsidiary undertakings. These services are provided at a pre-determined monthly rate and are recognised on the date that these services are deemed to have been completed.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

TENTAMUS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
1
Accounting policies
(Continued)
- 4 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Computers
33% - Straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.6
Cash at bank and in hand

Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.7
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

TENTAMUS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
1
Accounting policies
(Continued)
- 5 -
Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.8
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.9
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.10
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.11
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the profit and loss account for the period.

2
Employees

The average monthly number of persons (including directors) employed by the company during the year was 4 (2017 - 2).

TENTAMUS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
- 6 -
3
Tangible fixed assets
Computers
£
Cost
At 1 January 2018
-
Additions
2,644
At 31 December 2018
2,644
Depreciation and impairment
At 1 January 2018
-
Depreciation charged in the year
328
At 31 December 2018
328
Carrying amount
At 31 December 2018
2,316
At 31 December 2017
-
4
Fixed asset investments
2018
2017
£
£
Investments
6,289,212
6,289,212
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 January 2018 & 31 December 2018
6,289,212
Carrying amount
At 31 December 2018
6,289,212
At 31 December 2017
6,289,212
TENTAMUS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
- 7 -
5
Subsidiaries

Details of the company's subsidiaries at 31 December 2018 are as follows:

Name of undertaking
Registered
Nature of business
Class of
% Held
office
shares held
Direct
Indirect
Tentamus QTS Analytical Limited
Building 170, Abbott Drive, Kent Science Park, Sittingbourne, Kent, ME9 8AZ
Specialist laboratory analytical services
Ordinary
100
Helvic Limited
Unit E4 Trentham Business Quarter, Bellringer Road, Trentahm Lakes South, Stoke-On-Trent, ST4 8GB
Specialist laboratory analytical services
Ordinary
100
Food and Drug Analytical Services Limited
Biocity Nottingham, Pennyfoot Street, Nottingham, Nottinghamshire, NG1 1GF
Specialist laboratory analytical services
Ordinary
100
Minerva Scientific Limited
Building 170, Abbott Drive, Kent Science Park, Sittingbourne, Kent, ME9 8AZ
Specialist laboratory analytical services
Ordinary
100
6
Debtors
2018
2017
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
22,081
-
2018
2017
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
2,109,606
1,870,735
Total debtors
2,131,687
1,870,735
TENTAMUS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
- 8 -
7
Cash at bank and in hand

Cash at bank and in hand includes £970,000 which was being held by the solicitor in a client account as part of the Southern Microbiological Services Limited acquisition.

8
Creditors: amounts falling due within one year
2018
2017
£
£
Trade creditors
18,000
-
Other creditors
7,550
2,880
25,550
2,880
9
Creditors: amounts falling due after more than one year
2018
2017
£
£
Amounts owed to group undertakings
9,895,044
8,983,864
10
Called up share capital
2018
2017
£
£
Ordinary share capital
Issued and fully paid
100 Ordinary shares of £1 each
100
100
11
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

The senior statutory auditor was Alistair Hunt.
The auditor was Saffery Champness LLP.
12
Financial commitments, guarantees and contingent liabilities

Glas Trust Corporation Limited holds a debenture, as security agent, dated 19 August 2016 over the assets of the company. This debenture is part of a cross corporate guarantee provided for a facility granted to Tentamus Analytics GmbH.

13
Events after the reporting date

Following the balance sheet date, Tentamus UK Limited has acquired a controlling interest in both Southern Microbiological Services Limited and One Scientific Limited.

TENTAMUS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
- 9 -
14
Parent company

Tentamus Group GmbH (incorporated in Germany), with its registered office at An der Industriebahn 5,13088 Berlin, Germany, is regarded by the directors as being the company's ultimate parent company.

15
Prior period adjustment
Reconciliation of changes in equity
1 January
31 December
2017
2017
Notes
£
£
Equity as previously reported
(454,455)
(149,538)
Adjustments to prior year
Exchange loss on borrowings
-
(120,000)
Equity as adjusted
(454,455)
(269,538)
Reconciliation of changes in profit for the previous financial period
2017
Notes
£
Profit as previously reported
304,917
Adjustments to prior year
Exchange loss on borrowings
(120,000)
Profit as adjusted
184,917
Notes to reconciliation

Whilst preparing the financial statements for the year ended 31 December 2018, an error in the value of the loan Tentamus Analytics GmbH as at 31 December 2017 was identified. This loan is denominated in Euros, however the balance payable at 31 December 2017 had not been translated at the year end exchange rate. This has been amended in these financial statements and the comparative figures restated as detailed above.

2018-12-312018-01-01falseCCH SoftwareCCH Accounts Production 2019.200No description of principal activity24 September 2019This audit opinion is unqualifiedMr A BarseytenDr C SolscheidDr J P Zoller093572272018-01-012018-12-31093572272018-12-3109357227core:ComputerEquipment2018-12-31093572272017-12-3109357227core:CurrentFinancialInstruments2018-12-3109357227core:CurrentFinancialInstruments2017-12-3109357227core:Non-currentFinancialInstruments2018-12-3109357227core:Non-currentFinancialInstruments2017-12-3109357227core:ShareCapital2018-12-3109357227core:ShareCapital2017-12-3109357227core:RetainedEarningsAccumulatedLosses2018-12-3109357227core:RetainedEarningsAccumulatedLosses2017-12-3109357227bus:Director12018-01-012018-12-31093572272017-01-012017-12-3109357227core:RetainedEarningsAccumulatedLosses2018-01-012018-12-3109357227core:ComputerEquipment2018-01-012018-12-3109357227core:Subsidiary12018-01-012018-12-3109357227core:Subsidiary22018-01-012018-12-3109357227core:Subsidiary32018-01-012018-12-3109357227core:Subsidiary42018-01-012018-12-3109357227core:Subsidiary112018-01-012018-12-3109357227core:Subsidiary212018-01-012018-12-3109357227core:Subsidiary312018-01-012018-12-3109357227core:Subsidiary412018-01-012018-12-3109357227core:Subsidiary122018-01-012018-12-3109357227core:Subsidiary222018-01-012018-12-3109357227core:Subsidiary322018-01-012018-12-3109357227core:Subsidiary422018-01-012018-12-3109357227bus:PrivateLimitedCompanyLtd2018-01-012018-12-3109357227bus:FRS1022018-01-012018-12-3109357227bus:Audited2018-01-012018-12-3109357227bus:SmallCompaniesRegimeForAccounts2018-01-012018-12-3109357227bus:Director22018-01-012018-12-3109357227bus:Director32018-01-012018-12-3109357227bus:FullAccounts2018-01-012018-12-31xbrli:purexbrli:sharesiso4217:GBP