REGISTERED NUMBER: 13951697 (England and Wales) |
Group Strategic Report, Report of the Director and |
Consolidated Financial Statements for the Year Ended 31 December 2023 |
for |
TAMARACK UK HOLDINGS LTD |
REGISTERED NUMBER: 13951697 (England and Wales) |
Group Strategic Report, Report of the Director and |
Consolidated Financial Statements for the Year Ended 31 December 2023 |
for |
TAMARACK UK HOLDINGS LTD |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Contents of the Consolidated Financial Statements |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Director | 7 |
Report of the Independent Auditors | 10 |
Consolidated Income Statement | 14 |
Consolidated Other Comprehensive Income | 15 |
Consolidated Balance Sheet | 16 |
Company Balance Sheet | 18 |
Consolidated Statement of Changes in Equity | 19 |
Company Statement of Changes in Equity | 20 |
Consolidated Cash Flow Statement | 21 |
Notes to the Consolidated Cash Flow Statement | 22 |
Notes to the Consolidated Financial Statements | 24 |
TAMARACK UK HOLDINGS LTD |
Company Information |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
DIRECTOR: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditors |
Freshford House |
Redcliffe Way |
Bristol |
BS1 6NL |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Group Strategic Report |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
The Director presents his Strategic Report of the Company and the Group for the year ended 31 December 2023. |
PRINCIPAL ACTIVITIES |
Tamarack UK Holdings Ltd, the "Company", itself is a holding company whose principal activity is the provision of management services to subsidiary entities of Tamarack UK Holdings Ltd Consolidated, the "Group", whose principal activity during the year is providing environmental health and safety and sustainability and product compliance expertise that empowers clients to improve chemical and workplace safety, product safety and stewardship, and supply chain transparency. The Group's revenues are generated internationally in a variety of industries that deal with environmental and ecological compliance. |
REVIEW OF BUSINESS |
In the face of ongoing economic challenges, including high inflation and rising interest rates that have made business operations more costly, the Group has once again delivered exceptional results while continuing to invest strategically in its future growth. This year, substantial investments were made, with a primary focus on enhancing operational efficiency and productivity through improved effectiveness across our operations. We have also continued to strengthen our team and invest in cutting-edge technology, such as regular updates to our platform. |
Sales for the Group increased by £9.1 million, rising from £37.8 million in 2022 to £46.9 million in 2023. This represents the highest turnover in the Group's history, driven by our expanding global presence and industry-leading customer retention rates. |
However, the Group experienced an increase in operating loss, which rose by £21 million from £1.6 million in 2022 to £22.6 million in 2023, largely due to the higher amortisation costs of intangible assets and goodwill. |
Overall, the Director considers the 2023 EBITDA results to be robust, with particular emphasis on the growth of Annualised Contract Value (ACV) and outstanding customer retention metrics. The Director remains confident that the Company's ACV will continue to increase as a result of the investments made in the business. |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Group Strategic Report |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
PRINCIPAL RISKS AND UNCERTAINTIES |
The management of the business and the execution of the Group's strategy are subject to a number of risks. |
Strategic risk |
The Group applies clearly defined criteria to identify and make earnings enhancing acquisitions, with strong recurring revenue streams, which are complementary to the Group's existing portfolio. Due diligence appropriate to the size and complexity of the Company, is carried out before any acquisition is made. The Group has extensive experience of integrating acquired businesses and processes. |
Concentration of credit risk |
The Group has exposure to concentrations of credit risk related to the ability of our counterparties to meet their contractual payment obligations. Credit risk can be negatively impacted by adverse changes in the economy or by disruptions in the credit markets. However, we believe that credit risk with respect to our trade accounts receivable is mitigated by our industry's diverse customer base and historical trends of minimal credit losses. |
Foreign exchange risk |
The Group distributes and sells internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US dollar and Euro. Foreign exchange risk arises from future commercial transactions and translation of foreign currency denominated monetary assets and liabilities. A sensitivity analysis has not been performed because the Group's exposure to foreign exchange risk is not significant. |
Liquidity risk |
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Group's financial liabilities include its borrowings and trade and other payables. Responsibility for monitoring liquidity risk and for ensuring that the Group is adequately funded lies with the parent company's Board of Directors, of which the Director is included, and management of each subsidiary entity. |
People risk |
A comprehensive vetting and recruitment process exists. There is continual development of employees through objective setting and regular appraisals. Key employees are incentivised via bonus plans and share schemes. |
Financial reporting |
Detailed management information is circulated monthly and reviewed by management and the Board of Directors. |
Project delivery |
The Group has proven procedure and policies for project delivery and regularly measures and reviews project progress. |
Systems failure |
The Group's security is proactive with advanced monitoring, prevention and testing. Cyber security awareness is a key part of our training, including practical examples and testing to assess the effectiveness of our cyber security culture. |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Group Strategic Report |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
SECTION 172(1) STATEMENT |
Section 172 of the Companies Act 2006 requires a Director of a Company or Group to act in the way he or she considers, in good faith, and would be most likely to promote the success of the Group for the benefit of its members as a whole. In doing this, section 172 requires the Director to have regard, among other matters, to: the likely consequences of any decision in the long term; the interests of the Group's employees; the need to foster the Group's business relationships with suppliers, clients, joint arrangement partners and others; the impact of the Group's operations on the community and the environment; the desirability of the Group maintaining a reputation for high standards of business conduct; and the need to act fairly with members of the Group. |
The Director gives careful consideration to the factors set out above in discharging his duties under section 172. The stakeholders we consider in this regard are the people who work for us, our customers and those in the supply chain with whom we engage, our owners, regulatory bodies and those that live in the societies within which we operate. The Director recognises that building strong relationships with our stakeholders will help us to deliver our strategy in line with our long-term values and operate the business in a sustainable way. We are committed to doing business responsibly and thinking for the long term. |
The Director regularly receives reports from management on issues concerning customers, the environment, suppliers, employees and other stakeholders which it takes into account in its discussions and in its decision-making process under section 172. |
Employees |
The Director receives monthly updates on various staff metrics. The Director is committed to promoting a healthy workforce with a focus on mental health and wellbeing, developing a culture of inclusion, ensuring training and development opportunities are provided and keeping staff informed of key issues through our communications network. We look to attract and retain staff via our recruitment and development strategies. |
The Group encourage a culture of great communication and engagement. In addition to our annual employee survey, we perform regular employee feedback sessions, produce a quarterly newsletter and hold regular Town Hall meetings to keep employees informed about our strategy and performance, and encourage questions and feedback. Our managers also hold regular team and individual meetings providing further opportunities to give and receive feedback in regular performance and development planning meetings. |
Applications for employment by disabled persons are always fully considered, bearing in mind the abilities of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Group continues, and that appropriate training is arranged. It is the policy of the Group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees. |
Customers and suppliers |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Group Strategic Report |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
The Director and senior management commit considerable time, effort and resources into understanding and responding to the needs of our customers and suppliers with a view to fostering long-term mutually beneficial partnerships. Continuous growth is not achieved without focus on maintaining a reputation for excellence with both customers and suppliers. Recent advancements are utilising technology through virtual meetings, providing thought leadership, and analysing data to improve performance. We are focused on pushing innovation and excellence to drive growth and efficiencies with our customers and suppliers. |
Business conduct |
Consideration of the Group's stakeholder engagement is intrinsically linked to the wider group strategy. Decisions made by the Director consider the Group's strategic goals, seeking to maintain high standards of business conduct, with due regard to relevant policies, frameworks and business conduct. |
Health and safety |
The Group is committed to safeguarding the health and safety and welfare of all its employees, and to maintaining safe working conditions. The Board of Directors meet on a regular basis to assess risks and ensure actions are taken to ensure safe working conditions are maintained for employees, visitors and contractors. |
Decision in the long term |
The Director understands the business and the wider environment in which the Group operates. The strategy of the Group is to strengthen its position as a leading provider of environmental health, safety and sustainability. |
Corporate governance |
The Group promotes the highest standards of corporate governance and ensures that these standards cascade throughout the Group and its Subsidiaries. Guiding principles are in place for the relationship between the Group board and the boards of the Group's Subsidiaries. This framework promotes full and effective interaction across all levels of the Group to support the delivery of strategy and business objectives within a framework of best corporate governance practice. |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Group Strategic Report |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
FINANCIAL KEY PERFORMANCE INDICATORS |
The key performance indicators in the Group's financial performance are evaluated internally based on comparison to annual budgets, which are developed by senior management and approved by the Board of Directors. Key performance indicators include ACV growth and EBITDA. |
ACV and EBITDA |
The Group reviews ACV growth and EBITDA performance on a monthly basis, as they are effective measures of operational performance as well as the basis for debt covenant calculations. Improvement compared to the prior year was driven by revenue growth and strong retention rates of our customers. The Director was satisfied with the results. |
Other key performance indicators |
Our subscription renewal rate continues to perform above market averages. |
The Director recognises that employees are a key factor in the strength of the Group and would like to thank them for their continued efforts during the year. |
ON BEHALF OF THE BOARD: |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Report of the Director |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
The Director presents his report with the financial statements of the Company and the Group for the year ended 31 December 2023. |
DIVIDENDS |
No dividends will be distributed for the year ended 31 December 2023. |
RESEARCH AND DEVELOPMENT |
The Group engages in research and development activities on behalf of the parent. During the year the Group had £2.4m expenses on research and development (2022 : £0.5m). |
FUTURE DEVELOPMENTS |
The Director does not otherwise intend to significantly change the activities of the Company or Group. |
EVENTS SINCE THE END OF THE YEAR |
On 22 January 2024, Tamarack France SAS, a subsidiary of the Group, entered into a Share Purchase Agreement with Weka Holding FR (the "SPA"), pursuant to which the Tamarack France SAS agreed to acquire 100% of the outstanding equity interests of Quick-FDS. Quick-FDS, headquartered in Saint-Denis, France, provides digital safety data sheets ("SDS") management solutions to manufacturers, distributors and users of the entire chemical supply chain, to enable them to comply with the European Registration, Evaluation, Authorisation, and Restriction of Chemicals ("REACH") and various other regulations. The primary purpose of this acquisition was to expand the Group's geographical footprint in the European market and strengthen its position as a global leader in SDS management solutions. This acquisition closed on 2 April 2024 for an undisclosed amount. |
DIRECTOR |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Report of the Director |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
FINANCIAL INSTRUMENTS |
Management has considered its exposure to the following risks and does not consider the Group to have significant exposures in respect of these risks. |
Market risk is the risk that the fair value of future cash flow of a financial instrument will fluctuate because of changes in market prices. Market price risk includes interest rate risk, currency risk and liquidity risk. |
Interest rate risk is the risk that the future cash flow of a financial instrument will fluctuate because of changes in interest rates. Management does not consider this to be a significant risk to the Group. Exposure to interest rate risk is monitored on an ongoing basis and interest on the group's material debt is at a fixed rate of interest. |
The Group's principal financial assets include cash, trade & other debtors and amounts due from affiliates. The credit risk associated with cash is limited. There is also limited risk with amounts due from group undertakings. |
Currency risk is the risk that the fair value of the future cash flow of a financial instrument will fluctuate because of changes in foreign exchange rates. All Group's assets and liabilities are denominated in respective functional currencies of the subsidiaries. All the Group's revenue generated during the year was also denominated in respective functional currencies of the subsidiaries. Therefore, there is minimal currency risk in the Group. Exposure to currency risk is monitored on an ongoing basis. |
POLITICAL DONATIONS AND EXPENDITURE |
There were no political donations made during the year (2022: NIL). |
GOING CONCERN |
The Director has a reasonable expectation that the Group will have adequate resources available to it to allow it to continue for the foreseeable future (being at least 12 months following the approval of these financial statements) and therefore the financial statements have been prepared on a going concern basis. In drawing this conclusion, the Director has considered the funding made available by the ultimate parent company and has gained assurance that the parent would be willing and able to provide support if necessary. |
DISCLOSURE IN THE STRATEGIC REPORT |
The business review, principal risks and uncertainties and financial key performance indicators are not included in the Director's Report as they are covered in the Group Strategic Report as required under s414C of the Companies Act 2006. |
The Group is exempt from reporting under Sch 7 20A(1) & (2) and Sch7 20B & 20C due to SECR classification as low due to annual energy use less than 40 kWh. None of the subsidiary companies are captured by the SECR reporting requirement. |
DIRECTOR'S RESPONSIBILITIES STATEMENT |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Report of the Director |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
DIRECTOR'S RESPONSIBILITIES STATEMENT - continued |
The Director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations. |
Company law requires the Director to prepare financial statements for each financial year. Under that law the Director has 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 Director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the Director is required to: |
- select suitable accounting policies and then apply them consistently; |
- make judgements and accounting estimates that are reasonable and prudent; |
- state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. |
The Director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's and the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the Director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Group's auditors are unaware, and he has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Group's auditors are aware of that information. |
AUDITORS |
The auditors, ML Audit LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Tamarack UK Holdings Ltd |
Opinion |
We have audited the financial statements of Tamarack UK Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2023 and of the group's loss 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report. |
Report of the Independent Auditors to the Members of |
Tamarack UK Holdings Ltd |
Other information |
The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors 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 this gives rise to a material misstatement in the financial statements themselves. 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. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director. |
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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of director's remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of director |
As explained more fully in the Director's Responsibilities Statement set out on pages eight and nine, the director is 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 director determines 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 director is responsible for assessing the group's and the parent 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so. |
Report of the Independent Auditors to the Members of |
Tamarack UK Holdings Ltd |
Auditors' 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 a Report of the Auditors 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. |
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team: |
- obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework; |
- inquired of management, and those charged with governance, about their own identification and assessment of the risks or irregularities, including known and actual, suspected or alleged instances of fraud; |
- discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud. |
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 statements, 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. |
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud. |
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 Report of the Auditors. |
Other matters |
The consolidated financial statements of the Group for the period ended 31 December 2022 were unaudited. |
Report of the Independent Auditors to the Members of |
Tamarack UK Holdings Ltd |
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 a Report of the Auditors 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 |
Statutory Auditors |
Freshford House |
Redcliffe Way |
Bristol |
BS1 6NL |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Consolidated |
Income Statement |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Period |
3.3.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
Notes | £ | £ |
TURNOVER | 3 | 46,889,629 | 37,847,412 |
Cost of sales | 7,912,043 | 5,420,193 |
GROSS PROFIT | 38,977,586 | 32,427,219 |
Administrative expenses | 61,619,400 | 33,978,785 |
OPERATING LOSS | 5 | (22,641,814 | ) | (1,551,566 | ) |
Interest receivable and similar income | 20 | - |
(22,641,794 | ) | (1,551,566 | ) |
Interest payable and similar expenses | 6 | 9,287,890 | 7,608,591 |
LOSS BEFORE TAXATION | (31,929,684 | ) | (9,160,157 | ) |
Tax on loss | 7 | (8,701,937 | ) | 987,549 |
LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
Loss attributable to: |
Owners of the parent | (23,227,747 | ) | (10,147,706 | ) |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Consolidated |
Other Comprehensive Income |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Period |
3.3.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
Notes | £ | £ |
LOSS FOR THE YEAR | (23,227,747 | ) | (10,147,706 | ) |
OTHER COMPREHENSIVE INCOME |
Currency retranslation | (1,651,418 | ) | 5,251,362 |
Income tax relating to other comprehensive income |
- |
- |
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
(1,651,418 |
) |
5,251,362 |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(24,879,165 |
) |
(4,896,344 |
) |
Total comprehensive income attributable to: |
Owners of the parent | (24,879,165 | ) | (4,896,344 | ) |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Consolidated Balance Sheet |
31 DECEMBER 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 9 | 259,686,240 | 291,745,460 |
Tangible assets | 10 | 2,022,463 | 1,637,446 |
Investments | 11 | - | - |
261,708,703 | 293,382,906 |
CURRENT ASSETS |
Debtors | 12 | 41,980,042 | 15,246,724 |
Cash at bank | 4,925,693 | 17,566,338 |
46,905,735 | 32,813,062 |
CREDITORS |
Amounts falling due within one year | 13 | 71,138,439 | 46,911,921 |
NET CURRENT LIABILITIES | (24,232,704 | ) | (14,098,859 | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
237,475,999 |
279,284,047 |
CREDITORS |
Amounts falling due after more than one year |
14 |
(147,015,694 |
) |
(152,340,694 |
) |
PROVISIONS FOR LIABILITIES | 17 | (32,818,815 | ) | (44,422,698 | ) |
NET ASSETS | 57,641,490 | 82,520,655 |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Consolidated Balance Sheet - continued |
31 DECEMBER 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
CAPITAL AND RESERVES |
Called up share capital | 18 | 1 | 1 |
Capital contribution reserve | 19 | 87,416,998 | 87,416,998 |
Foreign currency translation |
reserve | 19 | 3,599,944 | 5,251,362 |
Retained earnings | 19 | (33,375,453 | ) | (10,147,706 | ) |
SHAREHOLDERS' FUNDS | 57,641,490 | 82,520,655 |
The financial statements were approved by the director and authorised for issue on 30 January 2025 and were signed by: |
P N Masucci - Director |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Company Balance Sheet |
31 DECEMBER 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 9 |
Tangible assets | 10 |
Investments | 11 |
CURRENT ASSETS |
Debtors | 12 |
CREDITORS |
Amounts falling due within one year | 13 |
NET CURRENT (LIABILITIES)/ASSETS | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 18 |
Capital contribution reserve | 19 |
Retained earnings | 19 | ( |
) |
SHAREHOLDERS' FUNDS |
Company's loss for the financial year | (5,598 | ) | - |
The financial statements were approved by the director and authorised for issue on |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Consolidated Statement of Changes in Equity |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Foreign |
Called up | Capital | currency |
share | Retained | contribution | translation | Total |
capital | earnings | reserve | reserve | equity |
£ | £ | £ | £ | £ |
Changes in equity |
Deficit for the period | - | (10,147,706 | ) | - | - | (10,147,706 | ) |
Other comprehensive income | - | - | - | 5,251,362 | 5,251,362 |
Total comprehensive income | - | (10,147,706 | ) | - | 5,251,362 | (4,896,344 | ) |
Issue of share capital | 1 | - | - | - | 1 |
Capital contribution | - | - | 87,416,998 | - | 87,416,998 |
Balance at 31 December 2022 | 1 | (10,147,706 | ) | 87,416,998 | 5,251,362 | 82,520,655 |
Changes in equity |
Deficit for the year | - | (23,227,747 | ) | - | - | (23,227,747 | ) |
Foreign currency translation | - | - | - | (1,651,418 | ) | (1,651,418 | ) |
Total comprehensive income | - | (23,227,747 | ) | - | (1,651,418 | ) | (24,879,165 | ) |
Balance at 31 December 2023 | 1 | (33,375,453 | ) | 87,416,998 | 3,599,944 | 57,641,490 |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Company Statement of Changes in Equity |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Called up | Capital |
share | Retained | contribution | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
Changes in equity |
Profit for the period | - | - | - | - |
Issue of share capital | - | - |
Capital contribution | - | - | 87,416,998 | 87,416,998 |
Balance at 31 December 2022 |
Changes in equity |
Deficit for the year | - | (5,598 | ) | - | (5,598 | ) |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 December 2023 | ( |
) |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Consolidated Cash Flow Statement |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Period |
3.3.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | (2,373,455 | ) | 18,732,108 |
Net cash from operating activities | (2,373,455 | ) | 18,732,108 |
Cash flows from investing activities |
Purchase of subsidiary undertakings | (1,739,604 | ) | (231,741,027 | ) |
Purchase of tangible fixed assets | (703,843 | ) | (101,012 | ) |
Sale of tangible fixed assets | 14,093 | 40,941 |
Interest received | 20 | - |
Net cash from investing activities | (2,429,334 | ) | (231,801,098 | ) |
Cash flows from financing activities |
Other loans | - | 150,817,641 |
Share issue | - | 87,416,999 |
Interest | (9,287,890 | ) | (7,608,591 | ) |
Net cash from financing activities | (9,287,890 | ) | 230,626,049 |
(Decrease)/increase in cash and cash equivalents | (14,090,679 | ) | 17,557,059 |
Cash and cash equivalents at beginning of year |
2 |
17,557,059 |
- |
Effect of foreign exchange rate changes |
1,459,313 |
- |
Cash and cash equivalents at end of year |
2 |
4,925,693 |
17,557,059 |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Notes to the Consolidated Cash Flow Statement |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
1. | RECONCILIATION OF LOSS FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS |
Period |
3.3.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
£ | £ |
Loss for the financial year | (23,227,747 | ) | (10,147,706 | ) |
Depreciation charges | 27,697,166 | 22,808,564 |
Profit on disposal of fixed assets | (14,093 | ) | (40,941 | ) |
Depreciation adjustment ROU | - | 200,314 |
Cumulative translation | (1,651,418 | ) | 5,251,362 |
Finance costs | 9,287,890 | 7,608,591 |
Finance income | (20 | ) | - |
Taxation | (8,701,937 | ) | 987,549 |
3,389,841 | 26,667,733 |
Increase in trade and other debtors | (26,498,912 | ) | (15,246,724 | ) |
Increase in trade and other creditors | 20,735,616 | 7,311,099 |
Cash generated from operations | (2,373,455 | ) | 18,732,108 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 December 2023 |
31.12.23 | 1.1.23 |
£ | £ |
Cash and cash equivalents | 4,925,693 | 17,566,338 |
Bank overdrafts | - | (9,279 | ) |
4,925,693 | 17,557,059 |
Period ended 31 December 2022 |
31.12.22 | 3.3.22 |
£ | £ |
Cash and cash equivalents | 17,566,338 | - |
Bank overdrafts | (9,279 | ) | - |
17,557,059 | - |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Notes to the Consolidated Cash Flow Statement |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
3. | ANALYSIS OF CHANGES IN NET DEBT |
At 1.1.23 | Cash flow | At 31.12.23 |
£ | £ | £ |
Net cash |
Cash at bank | 17,566,338 | (12,640,645 | ) | 4,925,693 |
Bank overdrafts | (9,279 | ) | 9,279 | - |
17,557,059 | (12,631,366 | ) | 4,925,693 |
Debt |
Finance leases | (1,049,030 | ) | (235,622 | ) | (1,284,652 | ) |
Debts falling due within 1 year | - | (2,671,351 | ) | (2,671,351 | ) |
Debts falling due after 1 year | (150,817,641 | ) | 4,961,171 | (145,856,470 | ) |
(151,866,671 | ) | 2,054,198 | (149,812,473 | ) |
Total | (134,309,612 | ) | (10,577,168 | ) | (144,886,780 | ) |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Notes to the Consolidated Financial Statements |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
1. | STATUTORY INFORMATION |
Tamarack UK Holdings Ltd is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
These consolidated financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland and the Companies Act 2006. The consolidated financial statements have been prepared under the historical cost convention. |
The consolidated financial statements for the year ended 31 December 2023, present comparative information for the period from 3rd March 2022 to 31 December 2022. The comparative period represents the first financial period of the Company, which was shorter than the current year. As a result, the amounts presented for the two periods may not be entirely comparable. |
These consolidated financial statements are presented in Sterling, which is the companies functional currency and all values are rounded to the nearest Pound Sterling (£) except when otherwise indicated. |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The Group has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); |
• | the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A; |
• | the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23; |
• | the requirements of paragraphs 29.28(b) and 29.29. |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Notes to the Consolidated Financial Statements - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Basis of consolidation |
The consolidated financial statements comprise those of the Parent Company and its Subsidiaries (together the "UK Holding Group"). |
Subsidiaries are all entities (including structured entities) over which the UK Holding Group has control. The UK Holding Group controls an entity when the UK Holding Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the UK Holding Group. They are de-consolidated from the date that control ceases. |
The UK Holding Group applies the purchase method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the UK Holding Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. |
Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss. |
The Company accounts for its investment in subsidiaries at cost less impairment for the purpose of its separate financial statements. |
Significant judgements and estimates |
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year have been considered. |
The areas for which estimation and assumptions has been applied and considered are to be in calculating depreciation, amortisation and the useful economic lives of both tangible and intangible assets as well as the fair value of the goodwill acquired and its ongoing carrying value. The fair value of the intangible assets acquired was undertaken by an external third party and bi-annual valuations of the whole Group are undertaken. The useful life of customer relationships has been determined by reference to the observed attrition rates on the Group's customers. |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Notes to the Consolidated Financial Statements - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Turnover |
Revenue is recognised through recurring and non-recurring agreements (generally one to three years) for software subscriptions and for transactional solutions. Our revenues are primarily derived from the sale of services where revenue is recognised when control of the promised services is transferred to customers in an amount that reflects the consideration that we expect to be entitled to in exchange for those services. Fees for services provided by us are non-refundable. Revenue is recognised net of applicable sales tax withholdings. |
Software subscriptions |
Customers access content only through our online portal ("Software Subscriptions"). We grant a license to our customer to enter our online portal. The license is a contractual mechanism that allows our customer to access our online portal for a defined period of time. As the license alone does not provide utility to our customer, our customer has no contractual right to take possession of our online portal at any time, and our customer cannot engage another party to host our online portal and related content, it is not considered a functional license. Our promise to our customer is to provide continuous access to our online portal and to update the content through the subscription period. The Software Subscriptions are a single performance obligation that represents a series of distinct services (daily access to our online portal and related content) that are substantially the same and that have the same pattern of transfer to our customer. We recognise revenue for Software Subscriptions rateably over the subscription period on a straight line basis as services are performed and continuous access to information in our online portal is provided over the entire term of the agreements. |
Software Subscriptions are generally paid in advance of rendering services annually upon commencement of the subscription period, which is usually for one year and in most instances automatically renewed each year. |
Goodwill |
Goodwill represents the difference between amounts paid on cost of a business combination and the acquirer's interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the consolidated statement of comprehensive income over its useful economic life of 10 years. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
The estimated useful lives of intangible assets are as follows: |
Trade Name | 20 years |
Customer Relationships | 18 years |
Developed Technology | 5 - 8 years |
Content Database | 5 years |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Notes to the Consolidated Financial Statements - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Property and equipment acquired through business combination is recorded at fair market value, and purchased property and equipment is recorded at cost. Property and equipment is depreciated using the straight-line method over the estimated useful life (or lease term for right-of-use assets) of each specific asset. The Company estimates the useful lives of assets by considering the asset's nature, function and physical condition, reviewing industry standards, and analysing Group's historical data and trends. |
Computer hardware | 3 years straight line |
Furniture & fixtures | 3 - 10 years straight line |
Leasehold improvements | Lesser of lease term or useful life |
Motor vehicles & field equipment | 3 years straight line |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Notes to the Consolidated Financial Statements - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
On consolidation, the results of the overseas subsidiaries are translated into sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income. |
Impairment |
Fixed assets and goodwill are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s (or CGU’s) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Fixed assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased. |
Where indicators exist for a decrease in an impairment loss previously recognised for assets other than goodwill, the prior impairment loss is tested to determine whether all or part of the impairment loss should be reversed. An impairment loss is reversed on an individual impaired asset to the extent that it does not increase the carrying amount of the asset above the carrying amount that would have been determined (net of amortisation or depreciation) had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets of the CGU, except for goodwill, on a pro-rata basis. Impairment losses on goodwill are not reversed. |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Notes to the Consolidated Financial Statements - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Hire purchase and leasing commitments |
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter. |
The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability. |
At the commencement date, lease liabilities are measured at an amount equal to the present value of the following lease payments during the lease term: |
- fixed payments (including in-substance fixed payments), less any lease incentives receivable; |
- variable lease payments that are based on an index or a rate; |
- amounts expected to be payable by the UK Holding Group under residual value guarantees; |
- the exercise price of a purchase option if the UK Holding Group is reasonably certain to exercise that option; |
- payments of penalties for terminating the lease, if the lease term reflects the UK Holding Group exercising that option. |
The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined, or the UK Holding Group's incremental borrowing rate. Each lease payment is allocated between the liability and finance cost. Lease liabilities are subsequently measured using the effective interest method. The carrying amount of liability is remeasured to reflect any reassessment, lease modification or revised in-substance fixed payments. The lease term is a non-cancellable period of a lease; periods covered by options to extend and terminate the lease are only included in the lease term if it is reasonably certain that the lease will be extended or not terminated. |
Right-of-use assets are measured initially at cost comprising the following: |
- the amount of the initial measurement of the lease liability; |
- any lease payments made at or before the commencement date, less any lease incentives received; |
- any initial direct costs; |
- restoration costs. |
Subsequently, right-of-use assets, are measured at cost less accumulated depreciation and any accumulated impairment losses and adjusted for remeasurement of the lease liability due to reassessment or lease modifications. The right-of-use assets are depreciated over the shorter of the assets' useful life and the lease term on a straight-line basis. |
This represents a departure from the current FRS 102 requirements concerning the recognition of operating leases but is deemed to be an early adoption of the upcoming changes to lease accounting under UK GAAP. |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Notes to the Consolidated Financial Statements - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Pension costs and other post-retirement benefits |
The Group operates a defined contribution pension scheme. Contributions payable to the Group's pension scheme are charged to profit or loss in the period to which they relate. |
Going concern |
The Director has a reasonable expectation that the Group has adequate resources to continue in operational existence for a period of at least twelve months from the date of signing of this report. The Group has the support from its parent company, which has confirmed that it will continue to provide this for the foreseeable future. On that basis, the Director adopts the going concern basis of accounting in preparing the annual financial statements. |
Cash and cash equivalents |
Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly-liquid investments with original maturities of three months or less (as at their date of acquisition). |
Financial instruments |
The Group enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from bank and other third parties, loans to related parties and investments in ordinary shares. |
Basic financial assets and liabilities that are payable or receivable within one year, typically trade payables and receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. |
Debtors and creditors |
Debtors |
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. |
Creditors |
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. |
Finance costs |
The Group’s finance costs include interest expense recharged from the parent entity. |
All loans are between Group companies. Loans included within current liabilities are repayable on demand and subject to interest at 10% per annum. Loans included within non-current liabilities are repayable on 11 March 2028 in full and are subject to interest at 6.25% per annum. |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Notes to the Consolidated Financial Statements - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
3. | TURNOVER |
The turnover and loss before taxation are attributable to the one principal activity of the Group. |
An analysis of turnover by class of business is given below: |
Period |
3.3.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
£ | £ |
Subscription software | 37,107,977 | 25,201,641 |
Intercompany revenue | 9,781,652 | 12,645,771 |
46,889,629 | 37,847,412 |
An analysis of turnover by geographical market is given below: |
Period |
3.3.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
£ | £ |
Europe | 46,889,629 | 37,847,412 |
46,889,629 | 37,847,412 |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Notes to the Consolidated Financial Statements - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
4. | EMPLOYEES AND DIRECTORS |
Year ended 31.12.23 |
Period ended 3.3.22 to 31.12.22 |
£ | £ |
Wages and salaries | 10,381,896 | 5,933,263 |
Social security costs | 1,686,920 | 1,055,054 |
Other pension costs | 328,923 | 23,998 |
12,397,739 | 7,012,315 |
The average number of employees during the year for the group was as follows: |
Year ended 31.12.23 |
Period ended 3.3.22 to 31.12.22 |
Bulgaria | 78 | 54 |
Denmark | 14 | 23 |
Germany | 87 | 87 |
179 | 164 |
The UK parent company has had no employees in either the current or prior year period. |
No director's remuneration received in either the current nor the previous reporting period. |
5. | OPERATING LOSS |
The operating loss is stated after charging/(crediting): |
Period |
3.3.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
£ | £ |
Depreciation - owned assets | 196,350 | 286,062 |
Depreciation - assets on hire purchase contracts | 315,283 | 287,536 |
Loss/(profit) on disposal of fixed assets | 8,821 | (40,941 | ) |
Goodwill amortisation | 15,553,712 | 12,765,213 |
Other intangible assets amortisation | 11,862,677 | 9,757,289 |
Auditors' remuneration | 53,471 | 8,000 |
Foreign exchange differences | 264,624 | (1,108,728 | ) |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Notes to the Consolidated Financial Statements - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
Period |
3.3.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
£ | £ |
Intercompany interest | 9,287,890 | 7,608,591 |
7. | TAXATION |
Analysis of the tax (credit)/charge |
The tax (credit)/charge on the loss for the year was as follows: |
Period |
3.3.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
£ | £ |
Current tax: |
Foreign tax | 2,163,013 | 6,450,919 |
Deferred tax: |
Foreign deferred tax | (10,864,950 | ) | (5,463,370 | ) |
Tax on loss | (8,701,937 | ) | 987,549 |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Notes to the Consolidated Financial Statements - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
7. | TAXATION - continued |
Reconciliation of total tax (credit)/charge included in profit and loss |
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
Period |
3.3.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
£ | £ |
Loss before tax | (31,929,684 | ) | (9,160,157 | ) |
Loss multiplied by the standard rate of corporation tax in the UK of 23.520 % (2022 - 19 %) |
(7,509,862 |
) |
(1,740,430 |
) |
Effects of: |
Permanent items | 3,061,791 | 1,972,726 |
Deferred rate changes | (5,823,136 | ) | (4,884 | ) |
Other | 782,937 | 1,584,300 |
Valuation allowance | 43,960 | 2,442 |
Foreign operations | 240,524 | (700,135 | ) |
Adjustments | 501,849 | (126,470 | ) |
Total tax (credit)/charge | (8,701,937 | ) | 987,549 |
Tax effects relating to effects of other comprehensive income |
2023 |
Gross | Tax | Net |
£ | £ | £ |
Currency retranslation | (1,651,418 | ) | - | (1,651,418 | ) |
3.3.22 to 31.12.22 |
Gross | Tax | Net |
£ | £ | £ |
Currency retranslation | 5,251,362 | - | 5,251,362 |
Capital contribution | 87,416,998 | - | 87,416,998 |
92,668,360 | - | 92,668,360 |
8. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Consolidated Income Statement of the Parent Company is not presented as part of these financial statements. |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Notes to the Consolidated Financial Statements - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
9. | INTANGIBLE FIXED ASSETS |
Group |
Other |
intangible |
Goodwill | assets | Totals |
£ | £ | £ |
COST |
At 1 January 2023 | 158,288,637 | 155,979,325 | 314,267,962 |
Additions | 1,002,605 | 736,999 | 1,739,604 |
Exchange differences | (3,214,666 | ) | (3,167,769 | ) | (6,382,435 | ) |
At 31 December 2023 | 156,076,576 | 153,548,555 | 309,625,131 |
AMORTISATION |
At 1 January 2023 | 12,765,213 | 9,757,289 | 22,522,502 |
Amortisation for year | 15,553,712 | 11,862,677 | 27,416,389 |
At 31 December 2023 | 28,318,925 | 21,619,966 | 49,938,891 |
NET BOOK VALUE |
At 31 December 2023 | 127,757,651 | 131,928,589 | 259,686,240 |
At 31 December 2022 | 145,523,424 | 146,222,036 | 291,745,460 |
Other intangible assets consist of trade name, customer relationships, developed technology and content database. Carrying values at 31 December 2023 are as follows: |
Trade name | £9m |
Customer relationships | £108m |
Developed technology | £4m |
Content database | £11m |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Notes to the Consolidated Financial Statements - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
10. | TANGIBLE FIXED ASSETS |
Group |
Plant and | Right-of-use |
machinery | assets | Totals |
£ | £ | £ |
COST |
At 1 January 2023 | 874,529 | 1,249,293 | 2,123,822 |
Additions | 438,723 | 523,120 | 961,843 |
Disposals | (35,092 | ) | (222,908 | ) | (258,000 | ) |
Exchange differences | (12,505 | ) | (25,544 | ) | (38,049 | ) |
At 31 December 2023 | 1,265,655 | 1,523,961 | 2,789,616 |
DEPRECIATION |
At 1 January 2023 | 286,062 | 200,314 | 486,376 |
Charge for year | 196,350 | 315,283 | 511,633 |
Eliminated on disposal | (9,167 | ) | (225,919 | ) | (235,086 | ) |
Exchange differences | - | 4,230 | 4,230 |
At 31 December 2023 | 473,245 | 293,908 | 767,153 |
NET BOOK VALUE |
At 31 December 2023 | 792,410 | 1,230,053 | 2,022,463 |
At 31 December 2022 | 588,467 | 1,048,979 | 1,637,446 |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Notes to the Consolidated Financial Statements - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
10. | TANGIBLE FIXED ASSETS - continued |
Group |
Fixed assets, included in the above, which are held under right of use lease contracts are as follows: |
Right-of-use assets |
£ |
COST |
At 1 January 2023 | 1,249,293 |
Additions | 523,120 |
Disposals | (222,908 | ) |
Exchange Differences | (25,544 | ) |
At 31 December 2023 | 1,523,961 |
DEPRECIATION |
At 1 January 2023 | 200,314 |
Charge for year | 315,283 |
Eliminated on disposal | (225,919 | ) |
Exchange differences | 4,230 |
At 31 December 2023 | 293,908 |
NET BOOK VALUE |
At 31 December 2023 | 1,230,053 |
At 31 December 2022 | 1,048,979 |
11. | FIXED ASSET INVESTMENTS |
The Company's investments at the Consolidated Balance Sheet date in the share capital of companies include the following: |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Notes to the Consolidated Financial Statements - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
11. | FIXED ASSET INVESTMENTS - continued |
Group |
3E Company Japan G.K. |
Registered office: 4th Floor, Steel Building, 1-8-2 Marunouchi, Chiyoda-ku, Tokyo, Japan |
% |
Class of shares: | holding |
Ordinary | 100 |
Tamarack France SAS |
Registered office: Immeuble Pleyad 1, 39 Bd Ornano, 93200 Saint-Denis, France |
% |
Class of shares: | holding |
Ordinary | 100 |
Tamarack Netherlands B.V. |
Registered office: 5 Churchill Place, London, E14 5HU, United Kingdom |
% |
Class of shares: | holding |
Ordinary | 100 |
My Chemycal Monitoring B.V. |
Registered office: 5 Churchill Place, London, E14 5HU, United Kingdom |
% |
Class of shares: | holding |
Ordinary | 100 |
It should be noted that the holding in My Chemical Monitoring B.V. is held indirectly via Tamarack Netherlands B.V. |
3E Company Bulgaria EOOD |
Registered office: 15G Tsarigradsko Shosse Blvd., Building A, Floor 6, 1784 Sofia, Bulgaria |
% |
Class of shares: | holding |
Ordinary | 100 |
Tamarack Denmark ApS |
Registered office: Winghouse Business Center Ørestads Blvd. 73 2300 København, Denmark |
% |
Class of shares | holding |
Ordinary | 100 |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Notes to the Consolidated Financial Statements - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
11. | FIXED ASSET INVESTMENTS - continued |
Group |
3E Denmark ApS |
Registered office: Winghouse Business Center Ørestads Blvd. 73 2300 København, Denmark |
% |
Class of shares | holding |
Ordinary | 100 |
It should be noted that the holding in 3E Denmark ApS is held indirectly via Tamarack Denmark ApS. |
Tamarack Germany GmbH |
Registered office: Bergheimer Str. 3 88677 Markdorf, Germany |
% |
Class of shares | holding |
Ordinary | 100 |
3E Europe GmbH |
Registered office: Bergheimer Str. 3 88677 Markdorf, Germany |
% |
Class of shares | holding |
Ordinary | 100 |
It should be noted that the holding in 3E Europe GmbH is held indirectly via Tamarack Germany GmbH. |
12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Trade debtors | 14,727,564 | 14,017,697 |
Bad debt provision | (121,346 | ) | (144,955 | ) | - | - |
Amounts owed by group undertakings | 26,470,709 | 269,487 |
Other debtors | 635,910 | 338,248 |
Prepayments | 267,205 | 766,247 |
41,980,042 | 15,246,724 |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Notes to the Consolidated Financial Statements - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 15) | - |
9,279 |
Other loans (see note 15) | 2,671,351 | - |
Hire purchase contracts (see note 16) | 234,193 |
213,092 |
Trade creditors | 35,524 | 110,826 |
Amounts owed to group undertakings | 29,397,128 | 11,340,526 |
Corporation tax | 11,791,238 | 10,295,279 |
Social security and other taxes | 1,500,860 | 865,712 |
VAT | 540,663 | 685,964 | - | - |
Wages control | 223,373 | - | - | - |
Customer deposits | 27,559 | - | - | - |
Accruals and deferred income | 20,290,544 | 19,182,331 |
Accrued expenses | 4,426,006 | 4,208,912 |
71,138,439 | 46,911,921 |
14. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group |
2023 | 2022 |
£ | £ |
Other loans (see note 15) | 145,856,470 | 150,817,641 |
Hire purchase contracts (see note 16) | 1,050,459 |
835,938 |
Accruals and deferred income | 108,765 | 687,115 |
147,015,694 | 152,340,694 |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Notes to the Consolidated Financial Statements - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
15. | LOANS |
An analysis of the maturity of loans is given below: |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Amounts falling due within one year or | on demand: |
Bank overdrafts | - | 9,279 |
Other loans | 2,671,351 | - |
2,671,351 | 9,279 |
Amounts falling due between two and | five years: |
Other loans - 2-5 years | 145,856,470 | - |
Amounts falling due in more than five | years: |
Repayable otherwise than by | instalments |
Other loans more 5yrs non-inst | - | 150,817,641 | - | - |
All loans are between group companies. Loans included within current liabilities are repayable on demand and subject to interest at 10% per annum. |
Loans included within non-current liabilities are repayable on 11 March 2028 in full and are subject to interest at 6.25% per annum. |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Notes to the Consolidated Financial Statements - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
16. | LEASING AGREEMENTS |
Lease liabilities |
Group |
2023 | 2022 |
£ | £ |
Current | 234,193 | 213,092 |
Non-current | 1,050,459 | 835,938 |
1,284,652 | 1,049,030 |
Minimum lease payments fall due as follows: |
2023 | 2022 |
£ | £ |
Not later than one year | 248,557 | 215,325 |
Between two and five years | 830,207 | 476,219 |
More than five years | 242,921 | 367,086 |
1,321,685 | 1,058,630 |
Impact of finance expenses | 37,033 | 9,600 |
Carrying amount of liability | 1,284,652 | 1,049,030 |
The Group leases office space in Bulgaria, Denmark, Japan and Germany. Please refer to note 10 for details regarding the right of use assets. |
17. | PROVISIONS FOR LIABILITIES |
Group |
2023 | 2022 |
£ | £ |
Deferred tax | 32,818,815 | 44,422,698 |
Group |
Deferred |
tax |
£ |
Balance at 1 January 2023 | 44,422,698 |
Provided during year | (11,603,883 | ) |
Balance at 31 December 2023 | 32,818,815 |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Notes to the Consolidated Financial Statements - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
17. | PROVISIONS FOR LIABILITIES - continued |
Amounts recognised for each significant type of timing difference is as follows |
2023 | 2022 |
Movements |
Short term timing differences | (10,864,950 | ) | 44,422,698 |
Foreign exchange differences | (738,933 | ) |
Total | (11,603,883 | ) | 44,422,698 |
Closing balance detail | 2023 | 2022 |
On acquired intangible assets | 36,913,713 | 46,644,383 |
Other short term timing differences | 297,021 | 242,105 |
Unrelieved interest | (4,391,919 | ) | (2,463,790 | ) |
Total | 32,818,815 | 44,422,698 |
The net reversal of deferred tax assets and liabilities expected in 2024 is £6m. This is primarily expected to arise because amortisation will be higher than any available allowances. However, it should be noted that further reversals (or further increases in deferred tax balances) may arise as a result of further acquisitions or business decisions. As the future deferred tax balances, if any, will be dependant on future changes in fair values of assets and liabilities, it is not possible to estimate any further future reversals. |
18. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary | 0.01 | 1 | 1 |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Notes to the Consolidated Financial Statements - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
19. | RESERVES |
Group |
Foreign |
Capital | currency |
Retained | contribution | translation |
earnings | reserve | reserve | Totals |
£ | £ | £ | £ |
At 1 January 2023 | (10,147,706 | ) | 87,416,998 | 5,251,362 | 82,520,654 |
Deficit for the year | (23,227,747 | ) | (23,227,747 | ) |
Movement in year | - | - | (1,651,418 | ) | (1,651,418 | ) |
At 31 December 2023 | (33,375,453 | ) | 87,416,998 | 3,599,944 | 57,641,489 |
Company |
Capital |
Retained | contribution |
earnings | reserve | Totals |
£ | £ | £ |
At 1 January 2023 | 87,416,998 |
Deficit for the year | ( |
) | ( |
) |
At 31 December 2023 | ( |
) | 87,411,400 |
Called up share capital - represents the nominal value of shares that have been issued. |
Capital contribution reserve - represents capital contributed to the equity capital. |
Profit and loss account - represents accumulated profits and losses net of distributions to owners. |
Foreign exchange reserve - represents the accumulated foreign exchange difference on translation of the foreign currency denominated subsidiary ledgers. |
20. | PENSION COMMITMENTS |
The Group operates defined contributions pension schemes in Germany and Denmark for its employees. The assets of the scheme are held separately from those of the Group in independently administered funds. The pension cost charge represents contributions payable by the Group to the funds and amounted to £328,923 (2022: £23,998). Contributions totalling £NIL (2022: £NIL) were payable to the funds at the reporting date. |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Notes to the Consolidated Financial Statements - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
21. | RELATED PARTY DISCLOSURES |
The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Transactions between Group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
Key management personnel include all directors across the Group who together have authority and responsibility for planning, directing and controlling the activities of the group. |
The total remuneration including benefits in kind paid to key management personnel for services provided to and expensed within the Group was £331,000 (2022: £214,000) |
Some key management personnel are expensed outside of the Group within their relevant employing entity with no recharge to the Group. |
22. | POST BALANCE SHEET EVENTS |
On 22 January 2024, Tamarack France SAS, a subsidiary of the Group, entered into a Share Purchase Agreement with Weka Holding FR (the "SPA"), pursuant to which the Tamarack France SAS agreed to acquire 100% of the outstanding equity interests of Quick-FDS. Quick-FDS, headquartered in Saint-Denis, France, provides digital safety data sheets ("SDS") management solutions to manufacturers, distributors and users of the entire chemical supply chain, to enable them to comply with the European Registration, Evaluation, Authorisation, and Restriction of Chemicals ("REACH") and various other regulations. The primary purpose of this acquisition was to expand the Group's geographical footprint in the European market and strengthen its position as a global leader in SDS management solutions. This acquisition closed on 2 April 2024 for an undisclosed amount. |
23. | ULTIMATE CONTROLLING PARTY |
The Group's immediate parent company is 3E Tamarack Global Parent L.L.C., a company incorporated in the United States of America. |
The Group's ultimate parent company is Tamarack Parent L.L.C., a company incorporated in the United States of America. |
The largest group in which the results of the Company are consolidated is that headed by Tamarack Intermediate, L.L.C., with its registered office at 3207 Grey Hawk Court, Carlsbad, California, 92010, United States of America. |
TAMARACK UK HOLDINGS LTD (REGISTERED NUMBER: 13951697) |
Notes to the Consolidated Financial Statements - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
24. | SHARE-BASED PAYMENT TRANSACTIONS |
Pursuant to the acquisition of My Chemycal Monitoring BV, the ultimate parent company granted 765 nonvested Class A units to the former owners of My Chemycal Monitoring BV. The nonvested Class A units vest over a period of 24 months from the anniversary of the acquisitions closing date. The cost associated with these nonvested Class A units, £51,407, is included in the Consolidated Income Statement as a 'post acquisition' share based compensation expense. |
25. | BUSINESS COMBINATIONS |
Acquisition of My Chemycal Monitoring B.V. |
On 15 November 2023 the Group acquired 100% of My Chemycal Monitoring BV, a Netherlands incorporated company. |
In calculating the goodwill arising on acquisition, the fair value of net assets of My Chemycal Monitoring B.V. have been assessed and adjustments from the book value have been made where necessary. Goodwill of £1,002,307 arose on the acquisition. |
Book value | Revaluation | Fair value |
£ | £ | £ |
Fixed assets |
Intangible | - | 736,780 | 736,780 |
Current assets |
Debtors | 42,842 | - | 41,524 |
Cash at bank and in hand | 68,622 | - | 68,622 |
Total assets | 111,464 | 736,780 | 846,926 |
Creditors |
Due within one year | (74,505 | ) | - | (74,505 | ) |
Net assets | 36,959 | 736,780 | 773,739 |
The useful economic life of goodwill has been estimated to be 10 years. |
The acquired subsidiary contributed an immaterial level of cash flows to the Group in the period since acquisition |