Company registration number 05034039 (England and Wales)
TENTAMUS PHARMA (UK) LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
TENTAMUS PHARMA (UK) LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 9
TENTAMUS PHARMA (UK) LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
3
10,051
10,051
Tangible assets
4
1,778,765
1,692,510
1,788,816
1,702,561
Current assets
Stocks
205,210
153,148
Debtors
5
742,370
1,053,951
Cash at bank and in hand
6,942
161,086
954,522
1,368,185
Creditors: amounts falling due within one year
6
(901,494)
(1,302,210)
Net current assets
53,028
65,975
Total assets less current liabilities
1,841,844
1,768,536
Creditors: amounts falling due after more than one year
7
(15,788)
(25,000)
Net assets
1,826,056
1,743,536
Capital and reserves
Called up share capital
8
248,204
248,204
Share premium account
33,320
33,320
Profit and loss reserves
1,544,532
1,462,012
Total equity
1,826,056
1,743,536

The director of the company has 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 21 January 2025 and are signed on its behalf by:
F J Stubbins
Director
Company Registration No. 05034039
TENTAMUS PHARMA (UK) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2022
248,204
33,320
1,071,990
1,353,514
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
390,022
390,022
Balance at 31 December 2022
248,204
33,320
1,462,012
1,743,536
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
82,520
82,520
Balance at 31 December 2023
248,204
33,320
1,544,532
1,826,056
TENTAMUS PHARMA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information

Tentamus Pharma (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is 3 Orbis, Riverside Road, Pride Park, Derby, United Kingdom, DE24 8HY.

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.

1.2
Going concern

At the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future, however these resources are very much dependant upon the financial position of the parent undertaking, Tentamus UK Limited. The directors note that Tentamus UK limited has recorded a substantial loss for the year ended 31 December 2023 and is reliant upon its parent undertaking for financial support to continue to trade. Based upon this support being given the director continues to adopt the going concern basis of accounting in preparing the financial statements.

 

In order to support the company further, during the year Tentamus UK Limited agreed to write off the inter-company loans totalling £1,619,998 (2022: Tentamus UK Limited, Minerva Scientific Limited and Blutest Laboratories Limited £2,101,538). This has resulted in a reported profit for the year of £82,520 (2022: profit of £390,022), without this write off the company would have reported a loss of £1,537,478 (2022: £1,711,516).

1.3
Turnover

Turnover represents revenue from the provision of specialist laboratory analytical services.

Revenue from contracts for the provision of professional services is recognised by reference to the group's internal policy which incorporates stages of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is estimated by reference to incurred costs, mainly in relation to contractual hourly staff rates and materials.

1.4
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

TENTAMUS PHARMA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
1.5
Tangible fixed assets

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

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:

Leasehold improvements
11% on cost
Plant and equipment
10-14% straight line (2022: 33% on cost)
Fixtures and fittings
6-10% straight line (2022: 33% on cost)
Computers
33.3% straight line (2022: 50% on cost)

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.

Change in accounting estimate (depreciation policy):

 

During the year the entity undertook a review of fixed assets and depreciation accounting estimates. As a result of greater experience and new information provided by this review, the entity felt it was appropriate to change the accounting estimate to provide more reliable information to users of the financial statements,

 

Therefore the policy for depreciating fixtures and fittings was changed from 33% straight line to 6-10% straight line, computer equipment from 50% straight line to 33.3% straight line and plant and equipment from 33% straight line to 10%-14% straight line, to more accurately represent the useful lives of the assets. The impact on the financial statements in the year end 31 December 2023 was a decrease to depreciation of circa £94k. It has been deemed impracticable to reliably estimate the effect on future periods as future movements in tangible fixed assets are unknown.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

1.7
Stocks

Stock comprises consumables and chemicals used in testing. Stock is held at cost less any provision against items with short expiry dates.

1.8
Cash and cash equivalents

Cash and cash equivalents 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.

1.9
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.

TENTAMUS PHARMA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
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.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans 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.

1.10
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.

1.11
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.

1.12
Retirement benefits

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

1.13
Leases

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.14
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 in the period are included in profit or loss.

TENTAMUS PHARMA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
2
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Total
52
50
3
Intangible fixed assets
Goodwill
£
Cost
At 1 January 2023 and 31 December 2023
10,051
Amortisation and impairment
At 1 January 2023 and 31 December 2023
-
0
Carrying amount
At 31 December 2023
10,051
At 31 December 2022
10,051
4
Tangible fixed assets
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 January 2023
1,092,865
1,472,304
77,920
144,339
2,787,428
Additions
-
0
342,227
5,684
6,010
353,921
Disposals
-
0
(88,941)
-
0
(28,625)
(117,566)
At 31 December 2023
1,092,865
1,725,590
83,604
121,724
3,023,783
Depreciation and impairment
At 1 January 2023
137,860
849,736
24,606
82,716
1,094,918
Depreciation charged in the year
124,035
99,005
7,527
37,099
267,666
Eliminated in respect of disposals
-
0
(88,941)
-
0
(28,625)
(117,566)
At 31 December 2023
261,895
859,800
32,133
91,190
1,245,018
Carrying amount
At 31 December 2023
830,970
865,790
51,471
30,534
1,778,765
At 31 December 2022
955,005
622,568
53,314
61,623
1,692,510

During the year fellow group subsidiary Helvic Limited transferred its trade and assets to Tentamus Pharma (UK) Limited at market value. This has resulted in an increase to Tentamus Pharma (UK) Limited's tangible assets net book value as at 31 December 2022 of £429,142.

TENTAMUS PHARMA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
5
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
366,979
669,390
Amounts owed by group undertakings
60,480
25,920
Other debtors
163,808
154,763
Prepayments and accrued income
151,103
203,878
742,370
1,053,951
6
Creditors: amounts falling due within one year
2023
2022
£
£
Bank loans
10,000
10,000
Trade creditors
649,434
793,957
Amounts owed to group undertakings
542
274,063
Taxation and social security
31,865
81,089
Other creditors
96,222
2,490
Accruals and deferred income
113,431
140,611
901,494
1,302,210
7
Creditors: amounts falling due after more than one year
2023
2022
£
£
Bank loans and overdrafts
15,788
25,000
8
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 10p each
2,482,040
2,482,040
248,204
248,204
9
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 qualified and the auditor reported as follows:

TENTAMUS PHARMA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Audit report information
(Continued)
- 8 -

Qualified Opinion

We have audited the financial statements of Tentamus Pharma (UK) Limited (the 'company') for the year ended 31 December 2023 which comprise , the balance sheet, the statement of changes in equity and notes to the financial statements, including 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, except for the effects of the matter described in the basis for qualified opinion paragraph, the financial statements:

Basis for qualified opinion

Due to unforeseen circumstances we were unable to observe the counting of physical inventories at the end of the previous year. We were unable to satisfy ourselves by alternative means concerning the inventory quantities held at 31 December 2022, which are included in the balance sheet at £153,148, by using other audit procedures. Consequently we were unable to determine whether any adjustment to this amount was necessary.

 

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's 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 qualified opinion.

Material uncertainty related to going concern

We draw attention to note 1.2 in the financial statements, which indicates that the company's ability to continue as a going concern is very much dependant upon the financial position of the parent undertaking, Tentamus UK Limited. The directors note that Tentamus UK limited has recorded a substantial loss for the year ended 31 December 2023 and is reliant upon its parent undertaking for financial support to continue to trade.

 

As stated in note 1.2, these events or conditions, along with other matters as set forth in note 1.2, indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

 

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Senior Statutory Auditor:
Mr Paul Tyler
Statutory Auditor:
Azets Audit Services
10
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 Group GmbH.

TENTAMUS PHARMA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
11
Operating lease commitments

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2023
2022
£
£
1,874,768
2,168,902
12
Parent company

The parent of the smallest group for which consolidated financial statements are drawn up, and of which the company is a member, is Tentamus UK Limited and its registered office is Building 170, Abbott Drive, Kent Science Park, Sittingbourne, Kent, ME9 8AZ, United Kingdom.

 

The directors consider the ultimate controlling party to be BC Partners LLP.

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