Registration number:
Ter (UK) Limited
for the Year Ended 31 December 2023
Ter (UK) Limited
Contents
Company Information |
|
Strategic Report |
|
Directors' Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
Profit and Loss Account and Statement of Retained Earnings |
|
Balance Sheet |
|
Notes to the Financial Statements |
Ter (UK) Limited
Company Information
Chairman |
Mr A J Maddy |
Directors |
Mr A Frueh Mr G K Manley |
Registered office |
|
Solicitors |
|
Auditors |
|
Ter (UK) Limited
Strategic Report for the Year Ended 31 December 2023
The directors present their strategic report for the year ended 31 December 2023.
Principal activity
The principal activity of the company is the supply of raw materials, speciality chemicals and food ingredients for various application industries.
Fair review of the business
Ter (UK) Limited is part of the TerChemicals Distribution Group, one of the leading European distributors for speciality chemicals and raw materials. The company was founded in 2012 to further strengthen the group's increasing pan-European network and is now an established leader in the importation, storage and distribution of speciality chemicals, intermediates and food ingredients.
The year to 31 December 2023 saw a 8% reduction in turnover, but the gross profit percentage was improved by almost 3 percentage points. Post-tax profit for 2023 amounted to £1,068,414 compared to £1,125,130 for 2022. That profit was retained in the company leading to growth in net assets to £4,360,787 from £3,292,373.
The company's mission of delivering value for customers and suppliers by providing materials and technology, creating customer satisfaction and hence long-term relations remains central in achieving the growth in turnover from both existing accounts and new ones.
The satisfaction of our customers and suppliers is how we define quality. Our responsibility and compliance with quality assurance requirements is confirmed by regular internal system checks and external audits.
Principal risks and uncertainties
The principal risk and uncertainties for the company are mainly financial and we have put measures in place to mitigate such risks where necessary. Particular areas of financial risk are:
Liquidity and credit risk: the company operates both GBP and non-GBP accounts and has tight credit controls in place over both levels of stock and credit limits of customers.
Foreign exchange rate risk: the company sources products from various countries worldwide and a significant element of purchases are in either USD or Euros and therefore the company is exposed to the fluctuations in these currencies. The company therefore operates a hedging system and operates with foreign currency bank accounts to mitigate the risk.
The management of Ter Hell & Co GmbH and of Ter (UK) Ltd continues to monitor the economic situation carefully and take measures as necessary.
Approved and authorised by the
......................................... |
Ter (UK) Limited
Directors' Report for the Year Ended 31 December 2023
The directors present their report and the financial statements for the year ended 31 December 2023.
Directors of the company
The directors who held office during the year were as follows:
Financial instruments
Objectives and policies
Management aims to minimise financial risk by keeping its borrowing under regular review and having in place rigorous credit management procedures. Forward contracts are used to mitigate foreign exchange risks.
Price risk, credit risk, liquidity risk and cash flow risk
As far as possible the company reaches agreement with suppliers to minimise price risk and customers credit status is regularly reviewed to minimise credit risk. The company mitigates cash flow and liquidity risk by the regular monitoring of amounts receivable and payable so as to optimise cash flow.
Disclosure of information to the auditors
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Approved and authorised by the
......................................... |
Ter (UK) Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
• |
select suitable accounting policies and apply them consistently; |
• |
make judgements and accounting estimates that are reasonable and prudent; |
• |
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
• |
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Ter (UK) Limited
Independent Auditor's Report to the Members of Ter (UK) Limited
Opinion
We have audited the financial statements of Ter (UK) Limited (the 'company') for the year ended 31 December 2023, which comprise the Profit and Loss Account and Statement of Retained Earnings, Balance Sheet, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its profit for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
Ter (UK) Limited
Independent Auditor's Report to the Members of Ter (UK) Limited
• |
the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities [set out on page 4], the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
The specific procedures for this engagement are:
Enquiry of management around actual and potential litigation and claims.
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, and reviewing accounting estimates for bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statemeants, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission, or misrepresentation.
Ter (UK) Limited
Independent Auditor's Report to the Members of Ter (UK) Limited
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
......................................
For and on behalf of
59 Abbeygate Street
Suffolk
IP33 1LB
Ter (UK) Limited
Profit and Loss Account and Statement of Retained Earnings for the Year Ended 31 December 2023
Note |
2023 |
2022 |
|
Turnover |
|
|
|
Cost of sales |
( |
( |
|
Gross profit |
|
|
|
Distribution costs |
( |
( |
|
Administrative expenses |
( |
( |
|
Other operating income |
|
|
|
Operating profit |
|
|
|
(Loss)/gain on financial assets at fair value through profit and loss |
( |
|
|
Interest payable and similar charges |
( |
( |
|
(228,843) |
70,737 |
||
Profit before tax |
|
|
|
Taxation |
( |
( |
|
Profit for the financial year |
|
|
|
Retained earnings brought forward |
3,108,973 |
1,983,843 |
|
Retained earnings carried forward |
4,177,387 |
3,108,973 |
Ter (UK) Limited
(Registration number: 08014397)
Balance Sheet as at 31 December 2023
Note |
2023 |
2022 |
|
Current assets |
|||
Stocks |
|
|
|
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
|
|
|
Share premium reserve |
|
|
|
Retained earnings |
|
|
|
Shareholders' funds |
|
|
Approved and authorised by the
......................................... |
Ter (UK) Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
England
The principal place of business is:
Milton Hall
Ely Road
Milton
Cambridge
CB24 6WZ
These financial statements were authorised for issue by the
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Summary of disclosure exemptions
Disclosure exemptions permitted by paragraphs 1.12 and 33.1A of FRS 102 have been applied such that a cash flow statement is not included in these financial statements and total key management personnel compensation, information regarding financial instruments and transactions involving wholly owned group members are not disclosed.
Judgements
The main areas involving the exercise of judgement concern recoverability of debtors and condition of stocks. This has not materially affected the financial statements. |
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.
The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.
Ter (UK) Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
Asset class |
Depreciation method and rate |
Office equipment |
20% per year straight line (fully depreciated) |
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
Asset class |
Amortisation method and rate |
Goodwill |
Straight line at 20% per year (now fully amortised) |
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Ter (UK) Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Trade debtors
Trade debtors are amounts due from customers for merchandise sold in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using a Moving Average method.
The cost of goods for resale comprises purchase cost and, where applicable, those direct costs and overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Ter (UK) Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Financial instruments
Classification
Recognition and measurement
Turnover |
The analysis of the company's revenue for the year from continuing operations is as follows:
2023 |
2022 |
|
Sale of goods |
|
|
Other operating income |
The analysis of the company's other operating income for the year is as follows:
2023 |
2022 |
|
Miscellaneous other operating income |
|
|
Operating profit |
Arrived at after charging/(crediting)
2023 |
2022 |
|
Foreign exchange (gains)/losses |
( |
|
Operating lease expense - plant and machinery |
|
|
Interest payable and similar expenses |
2023 |
2022 |
|
Interest on bank overdrafts and borrowings |
|
|
Interest expense on other finance liabilities |
|
|
|
|
Ter (UK) Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2023 |
2022 |
|
Wages and salaries |
|
|
Social security costs |
|
|
Pension costs, defined contribution scheme |
|
|
Other employee expense |
|
|
|
|
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
2023 |
2022 |
|
Administration and support |
|
|
Sales |
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
2023 |
2022 |
|
Remuneration |
|
|
Contributions paid to money purchase schemes |
|
|
202,753 |
195,785 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
2023 |
2022 |
|
Accruing benefits under money purchase pension scheme |
|
|
Auditors' remuneration |
2023 |
2022 |
|
Audit of the financial statements |
|
|
Ter (UK) Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Taxation |
Tax charged/(credited) in the income statement
2023 |
2022 |
|
Current taxation |
||
UK corporation tax |
|
|
The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2022 - the same as the standard rate of corporation tax in the UK) of
The differences are reconciled below:
2023 |
2022 |
|
Profit before tax |
|
|
Corporation tax at standard rate |
|
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
Total tax charge |
|
|
Intangible assets |
Goodwill |
Total |
|
Cost or valuation |
||
At 1 January 2023 |
|
|
At 31 December 2023 |
|
|
Amortisation |
||
At 1 January 2023 |
|
|
At 31 December 2023 |
|
|
Carrying amount |
||
At 31 December 2023 |
- |
- |
Ter (UK) Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Tangible assets |
Furniture, fittings and equipment |
Total |
|
Cost or valuation |
||
At 1 January 2023 |
|
|
At 31 December 2023 |
|
|
Depreciation |
||
At 1 January 2023 |
|
|
At 31 December 2023 |
|
|
Carrying amount |
||
At 31 December 2023 |
- |
- |
Stocks |
2023 |
2022 |
|
Finished goods and goods for resale |
|
|
Debtors |
Current |
2023 |
2022 |
Trade debtors |
|
|
Other debtors |
|
|
Prepayments |
|
|
|
|
Ter (UK) Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Creditors |
Note |
2023 |
2022 |
|
Due within one year |
|||
Loans and borrowings |
- |
|
|
Trade creditors |
|
|
|
Amounts owed to group undertakings |
|
|
|
Social security and other taxes |
|
|
|
Outstanding defined contribution pension costs |
|
|
|
Other payables |
|
- |
|
Accrued expenses |
|
|
|
|
|
Pension and other schemes |
Defined contribution pension scheme
The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £
Contributions totalling £
Share capital |
Allotted, called up and fully paid shares
2023 |
2022 |
|||
No. |
£ |
No. |
£ |
|
|
|
50,000 |
|
50,000 |
The ordinary shares carry full rights to vote and participate in distributions and capital repayments.
Loans and borrowings |
2023 |
2022 |
|
Current loans and borrowings |
||
Bank overdrafts |
- |
|
Ter (UK) Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Obligations under leases and hire purchase contracts |
Operating leases
The total of future minimum lease payments is as follows:
2023 |
2022 |
|
Not later than one year |
|
|
Later than one year and not later than five years |
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
Financial guarantee contracts |
The holding company has provided a guarantee regarding the company's bank borrowings.
A bank guarantee was in place at the reporting date as security for an HMRC customs duty deferment account.
The amount of the financial guarantee contract is £
Parent and ultimate parent undertaking |
The company's immediate parent is
The most senior parent entity producing publicly available financial statements is
The ultimate controlling party is