0 false false false false true false false false false false false true false false false false false false No description of principal activity 2023-10-01 Sage Accounts Production Advanced 2023 - FRS102_2023 47,428 5,786 53,214 7,563 2,659 10,222 42,992 39,865 122,883 189 122,694 122,694 122,883 xbrli:pure xbrli:shares iso4217:GBP 06368912 2023-10-01 2024-09-30 06368912 2024-09-30 06368912 2023-09-30 06368912 2022-10-01 2023-09-30 06368912 2023-09-30 06368912 2022-09-30 06368912 core:PatentsTrademarksLicencesConcessionsSimilar 2023-10-01 2024-09-30 06368912 core:Subsidiary1 2023-10-01 2024-09-30 06368912 bus:OrdinaryShareClass1 2023-10-01 2024-09-30 06368912 bus:Director6 2023-10-01 2024-09-30 06368912 core:PatentsTrademarksLicencesConcessionsSimilar 2023-09-30 06368912 core:PatentsTrademarksLicencesConcessionsSimilar 2024-09-30 06368912 core:WithinOneYear 2024-09-30 06368912 core:WithinOneYear 2023-09-30 06368912 core:AfterOneYear 2024-09-30 06368912 core:ShareCapital 2024-09-30 06368912 core:ShareCapital 2023-09-30 06368912 core:SharePremium 2024-09-30 06368912 core:SharePremium 2023-09-30 06368912 core:OtherReservesSubtotal 2024-09-30 06368912 core:OtherReservesSubtotal 2023-09-30 06368912 core:RetainedEarningsAccumulatedLosses 2024-09-30 06368912 core:RetainedEarningsAccumulatedLosses 2023-09-30 06368912 core:PatentsTrademarksLicencesConcessionsSimilar 2023-09-30 06368912 core:CostValuation core:Non-currentFinancialInstruments 2023-09-30 06368912 core:DisposalsRepaymentsInvestments core:Non-currentFinancialInstruments 2024-09-30 06368912 core:CostValuation core:Non-currentFinancialInstruments 2024-09-30 06368912 core:Non-currentFinancialInstruments 2024-09-30 06368912 core:Non-currentFinancialInstruments 2023-09-30 06368912 bus:SmallEntities 2023-10-01 2024-09-30 06368912 bus:AuditExemptWithAccountantsReport 2023-10-01 2024-09-30 06368912 bus:SmallCompaniesRegimeForAccounts 2023-10-01 2024-09-30 06368912 bus:PrivateLimitedCompanyLtd 2023-10-01 2024-09-30 06368912 bus:FullAccounts 2023-10-01 2024-09-30 06368912 bus:OrdinaryShareClass1 2024-09-30 06368912 bus:OrdinaryShareClass1 2023-09-30 06368912 core:AfterOneYear 2023-10-01 2024-09-30 06368912 1 2023-10-01 2024-09-30
COMPANY REGISTRATION NUMBER: 06368912
Tantillus Synergy Limited
Filleted Unaudited Financial Statements
For the year ended
30 September 2024
Tantillus Synergy Limited
Financial Statements
Year ended 30 September 2024
Contents
Pages
Statement of financial position
1 to 2
Notes to the financial statements
3 to 8
Tantillus Synergy Limited
Statement of Financial Position
30 September 2024
2024
2023
Note
£
£
£
Fixed assets
Intangible assets
4
42,992
39,865
Investments
5
122,694
122,883
---------
---------
165,686
162,748
Current assets
Debtors
6
12,326,480
9,821,637
Cash at bank and in hand
1,834
1,663,719
-------------
-------------
12,328,314
11,485,356
Creditors: amounts falling due within one year
7
141,846
19,827
-------------
-------------
Net current assets
12,186,468
11,465,529
-------------
-------------
Total assets less current liabilities
12,352,154
11,628,277
Creditors: amounts falling due after more than one year
8
531,293
-------------
-------------
Net assets
11,820,861
11,628,277
-------------
-------------
Capital and reserves
Called up share capital
9
9,435
9,435
Share premium account
12,694,520
12,694,520
Other reserves
423,553
107,242
Profit and loss account
( 1,306,647)
( 1,182,920)
-------------
-------------
Shareholders funds
11,820,861
11,628,277
-------------
-------------
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
In accordance with section 444 of the Companies Act 2006, the statement of comprehensive income has not been delivered.
For the year ending 30 September 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
Director's responsibilities:
- The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476 ;
- The director acknowledges his responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements .
Tantillus Synergy Limited
Statement of Financial Position (continued)
30 September 2024
These financial statements were approved by the board of directors and authorised for issue on 11 June 2025 , and are signed on behalf of the board by:
D J McNicol
Director
Company registration number: 06368912
Tantillus Synergy Limited
Notes to the Financial Statements
Year ended 30 September 2024
1. General information
The company is a private company limited by shares, registered in England and Wales (registration number 06368912 ). The address of the registered office is 316a Beulah Hill, London, England, SE19 3HF.
2. Statement of compliance
These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis. The financial statements are prepared in sterling, which is the functional currency of the entity. Going concern The financial statements have been prepared on a going concern basis. The directors have assessed the Company's ability to continue as a going concern and have reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. On this basis they continues to adopt the going concern basis of accounting in preparing these financial statements. Going concern The financial statements have been prepared on a going concern basis. The directors have assessed the Company's ability to continue as a going concern and have reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The company and its trading subsidiary continue to rely on the support of its investors to complete the construction of the Livingston production facility. The investors continue to look upon the Company’s prospects favourably and engagement with potential customers is promising. On this basis the Directors continue to adopt the going concern basis of accounting in preparing these financial statements. Taxation The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date. Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference. Foreign currencies Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account. Intangible assets Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses. Intangible assets acquired as part of a business combination are only recognised separately from goodwill when they arise from contractual or other legal rights, are separable, the expected future economic benefits are probable and the cost or value can be measured reliably. Amortisation Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:
Patents - 5% straight line
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates. Investments Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses. Investments in subsidiaries Investments in subsidiaries are accounted for in accordance with the cost model and are recorded at cost less any accumulated impairment losses. Dividends and other distributions received from the investment are recognised as income without regard to whether the distributions are from accumulated profits of the associate arising before or after the date of acquisition. Impairment of fixed assets A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.
Financial instruments
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial assets, which include trade and other debtors and cash, are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Basic financial liabilities, which include trade and other creditors, are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. At each reporting date the company assesses whether there is objective evidence that any financial asset has been impaired. A provision for impairment is established when there is objective evidence that the company will not be able to collect all amounts due. The amount of the provision is recognised immediately in profit or loss.
Share-based payments
Equity-settled share-based payment transactions entered into with employees of the subsidiary company are measured at fair value at the date of grant. The fair value is recognised as an addition to the company's investment in its subsidiary on a straight-line basis over the vesting period, with a corresponding increase in equity. This is based upon the company's estimate of the shares or share options that will eventually vest which takes into account all vesting conditions and non-market performance conditions, with adjustments being made where new information indicates the number of shares or share options expected to vest differs from previous estimates.
Fair value is determined using an appropriate pricing model. All market conditions and non-vesting conditions are taken into account when estimating the fair value of the shares or share options. As long as all other vesting conditions are satisfied, no adjustment is made irrespective of whether market or non-vesting conditions are met.
Where an equity-settled transaction is cancelled or settled, it is treated as if it had vested on the date of cancellation or settlement, and any investment not yet recognised is recognised immediately.
Cash-settled share-based payment transactions are measured at the fair value of the liability. Until the liability is settled, the fair value of the liability is re-measured at each reporting date and at the date of settlement, with any changes in fair value recognised in profit or loss for the period.
4. Intangible assets
Patents, trademarks and licences
£
Cost
At 1 October 2023
47,428
Additions
5,786
--------
At 30 September 2024
53,214
--------
Amortisation
At 1 October 2023
7,563
Charge for the year
2,659
--------
At 30 September 2024
10,222
--------
Carrying amount
At 30 September 2024
42,992
--------
At 30 September 2023
39,865
--------
5. Investments
Shares in group undertakings
£
Cost
At 1 October 2023
122,883
Disposals
( 189)
---------
At 30 September 2024
122,694
---------
Impairment
At 1 October 2023 and 30 September 2024
---------
Carrying amount
At 30 September 2024
122,694
---------
At 30 September 2023
122,883
---------
During the year, Tantillus Synergy Limited derecognised £189 in the cost of its investment in its subsidiary, Scottish Bioenergy Cooperative Ventures Limited. (2023 derecognised : £3,588). This is to reflect the share based payment in respect of options to subscribe for shares in Tantillus Synergy Limited which were awarded to employees of the subsidiary company, Scottish Bioenergy Cooperative Ventures Limited.
Subsidiaries, associates and other investments
Class of share
Percentage of shares held
Subsidiary undertakings
Scottish Bioenergy Cooperative Ventures Limited
Ordinary
100
The results and capital and reserves for the year are as follows:
Capital and reserves
Profit/(loss) for the year
2024
2023
2024
2023
£
£
£
£
Subsidiary undertakings
Scottish Bioenergy Cooperative Ventures Limited
(4,866,808)
(4,088,021)
( 778,598)
(714,340)
------------
------------
---------
---------
6. Debtors
2024
2023
£
£
Amounts owed by group undertakings and undertakings in which the company has a participating interest
12,284,924
9,707,299
Other debtors
41,556
114,338
-------------
------------
12,326,480
9,821,637
-------------
------------
7. Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
26,358
117
Other creditors
115,488
19,710
---------
--------
141,846
19,827
---------
--------
Umi Investment Limited hold a floating charge dated 28 March 2024 over all and any freehold property, leasehold property, intellectual property, plant, machinery and other equipment of the company.
8. Creditors: amounts falling due after more than one year
2024
2023
£
£
Convertible loan notes
423,225
Loan
108,068
---------
----
531,293
---------
----
Convertible loans of £423,225 (2023: Nil) comprises the drawdown from convertible loan agreements. The loans are unsecured and attract an interest rate of 18% per annum. Fixed interest loan repayments starting one month after the release of loan funds. The loans would be repayable by 30 May 2027 if not converted. Given the fixed-for-fixed criteria is not met, the loans have been recognised as a liability. Umi Investment Limited hold a floating charge dated 28 March 2024 over all and any freehold property, leasehold property, intellectual property, plant, machinery and other equipment of the company.
9. Called up share capital
Issued, called up and fully paid
2024
2023
No.
£
No.
£
Ordinary shares of £ 0.01 each
943,528
9,435
943,528
9,435
---------
-------
---------
-------
10. Reserves
Share premium account - includes any premiums received on issue of share capital.
Profit and loss account - includes current and prior period retained profits and losses.
Other reserves - represents the cumulative value of share-based payments recognised in respect of share options granted to employees of the subsidiary company, Scottish Bioenergy Cooperative Ventures Limited (£107,053). Other reserves also includes amounts which relate to advance assurance received during the year which automatically converted into share capital as the result of the investment funding post year end (£316,500).
Tantillus Synergy Limited classes all of its reserves as capital. The company manages its reserves through its financial and budgeting policies and procedures. There are no external capital requirements imposed on the company.
11. Share-based payments
Certain employees of the subsidiary company, Scottish Bioenergy Cooperative Ventures Limited, had been granted options to subscribe for shares in the company under share option scheme as follows: During the prior period the following unapproved options were granted:
Details of the number and weighted average exercise prices (WAEP) of share options during the year are as follows:
No.
WAEP
No.
WAEP
Outstanding at start of the period
16,200
8
18,700
8
Lapsed during the year
(1,050)
12
(2,500)
8
Outstanding at the end of the period
15,150
8
16,200
8
The estimated fair value of each share option granted is as follows:
The estimated fair values were calculated by applying the Black-Scholes option pricing model. The model inputs were
2024
Exercise price £10.68 - £51.17
Expected volatility 70%
Expected life 10 years
Risk free interest rate 0.756%-1.272%
Dividend yield 0%
The fair value of equity-settled share-based payments at date of grant was estimated using the Black Scholes valuation model as this model, taking into account the terms and conditions of the share options granted.
12. Events after the end of the reporting period
After the year end the company issued the following shares: 20 March 2025: 114,463 shares of nominal value £0.01 were issued for £2.765 per share. 9 April 2025: 5,422 shares of nominal value £0.01 were issued for £2.765 per share. 30 April 2025: 27,303 shares of nominal value £0.01 were issued for £2.765 per share. These share issues include the conversion of the advanced subscription agreement into share capital.
13. Group consolidation exemption
The company has taken advantage of the exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard (Section 1A) applicable in the UK and Republic of Ireland', not to prepare consolidated group accounts as the group qualifies as a small group under the small companies regime.
14. Factors affecting the tax charge
The company has an unrecognised deferred tax asset of £94,734 (2023: £76,464) which has arisen from fixed asset timing differences and losses carried forward. Its recoverability is dependent upon future capital gains arising, the likelihood of which cannot at this stage be determined with reasonable certainty.