|
| 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. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below: |
| ● |
We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those that relate to the reporting frameworks (FRS 102 and Companies Act 2006) and the relevant tax compliance regulations in the jurisdictions in which the company operates. In addition, we concluded that there are certain specific laws and regulations that may have an effect on the determination of amounts and disclosures in the financial statements and those laws and regulations relating to health and safety, employee matters, environmental and bribery and corruption matters; |
|
| Auditor’s responsibilities for the audit of the financial statements (continued) |
|
| ● |
We communicated relevant laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit; |
|
| ● |
We enquired of management and those charged with governance, concerning the company’s policies and procedures relating to: the identification, evaluation and compliance with laws and regulations; and the detection and response to the risks of fraud; |
|
| ● |
We enquired of management and those charged with governance as to whether they were aware of any instances of non-compliance with laws and regulations or whether they had any knowledge of actual,suspected or alleged fraud; |
|
| ● |
We corroborated the results of our enquiries to relevant supporting documentation; |
|
| ● |
We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur and the risk of management override of controls. Audit procedures performed by the engagement team included: |
|
• evaluation of the programmes and controls established to address the risks related to irregularities and fraud; |
|
• testing journal entries, in particular journal entries relating to management estimates and entries determined to be large or relating to unusual transactions; |
|
• challenging assumptions and judgements made by management in its significant accounting estimates; |
|
• identifying and testing related party transactions. |
|
| ● |
These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it; |
|
| ● |
The engagement partner’s assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team's: |
|
• understanding of, and practical experience with audit engagements of a similar nature and
complexity through appropriate training and participation; |
|
• knowledge of the industry in which the client operates; |
|
• understanding of the legal and regulatory requirements specific to the company including: |
|
- the provisions of the applicable legislation; |
|
- the regulators' rules and related guidance, including guidance issued by relevant authorities |
|
that interprets those rules; |
|
- the applicable statutory provisions. |
|
| ● |
In assessing the potential risks of material misstatement, we obtained an understanding of: |
|
• the group and parent company's operations, including the nature of its revenue sources and of its objectives and strategies to understand the classes of transactions, account balances, expected financial statement disclosures and business risks that may result in risks of material misstatement |
|
• the applicable statutory provisions; |
|
• the company's control environment, including the policies and procedures implemented to comply with the requirements of its regulators, the adequacy of procedures for authorisation of transactions and internal review procedures over the company's compliance with regulatory requirements. |
| ERBA Diagnostics UK Limited |
| Notes to the Accounts |
| for the year ended 31 March 2025 |
|
| 1 |
General Information |
|
ERBA Diagnostics UK Limited is a private company limited by shares and incorporated in England and Wales. Registered number 09642277. Its registered head office is located at 9 Park Place, Newdigate Road, Harefield, Middlesex, UB9 6EJ. |
|
| 2 |
Accounting policies |
|
| 2.1 |
Basis of preparation of financial statements |
|
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. |
|
|
The company’s presentational and functional currency is Sterling and all values are rounded to the nearest pound (£) except when otherwise stated. |
|
|
The company is in the process of winding up its activities. As such, the financial statements have been prepared on a basis other than going concern. During the preparation of the financial statements, the directors have reviewed all assets to ensure they are measured at their recoverable amount and have not identified any additional liabilities other than those disclosed.
The directors have also confirmed that, other than for the write down of intercompany balances, the preparation of the financial statements on a basis other than going concern has not required any adjustments to the financial statements that would otherwise have been required if the going concern basis was applicable. |
|
|
Prior year adjustment |
|
The directors have accounted for a prior year adjustment for the period ended 31 March 2024 in respect of the treatment of the waiver of an intercompany loan from the parent company. The adjustment reclassed the waiver of the loan from administrative expenses to a capital contribution. The impact of the change was to increase the loss before tax by £1,860,424 and to increase net assets by £1,860,424. |
|
|
The following principal accounting policies have been applied: |
|
| 2.2 |
Foreign Currencies |
|
Foreign currency transactions are translated into the functional currency using the spot exchange rate at the dates of the transactions. |
|
|
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical costs are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when the fair value was determined. |
|
|
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period - end exhange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cashflow hedges. |
|
|
|
|
| 2 |
Accounting policies (continued) |
|
| 2.2 |
Foreign Currencies (continued) |
|
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive income within finance income or costs. All other foreign echange gains and losses are presented in profit or loss within Administrative expenses. |
|
| 2.3 |
Interest Income |
|
Interest income is recognised in profit or loss using the effective interest method. |
|
| 2.4 |
Finance costs |
|
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument over the term of the debt using the effective interest method so that the amounts charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. |
|
| 2.5 |
Current and deferred taxation |
|
Taxation for the year comprises current and deferred tax. Tax is recognised in the 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. |
|
| 2.6 |
Cash and cash equivalents |
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. |
|
|
|
| 2 |
Accounting policies (continued) |
|
| 2.7 |
Financial Instruments |
|
The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. |
|
|
Financial instruments are recognised in the company's Balance Sheet when the company becomes party to the contractual provisions of the instrument. |
|
|
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. |
|
|
Basic financial assets |
|
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. |
|
|
Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other receivables due within the operating cycle fall into this category of financial instruments. |
|
|
Impairment of financial assets |
|
Financial assets are assessed for indicators of impairment at each reporting date. |
|
|
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. |
|
|
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. |
|
|
Financial liabilities |
|
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after the deduction of all its liabilities. |
|
|
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. |
|
|
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. |
|
|
| 2 |
Accounting policies (continued) |
|
| 2.70 |
Financial Instruments (continued) |
|
|
Financial liabilities (continued) |
|
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. |
|
|
Other financial instruments |
|
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. |
|
|
Derecognition of financial assets |
|
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the company will continue to recognise the value of the portion of the risks and rewards retained. |
|
|
Derecognition of financial liabilities |
|
Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled. |
|
|
| 3 |
Judgements in applying accounting policies and key sources of estimation uncertainty |
|
|
Accounting judgements and estimates are evaluated on an ongoing basis. They are based on historical experience of the directors and expectations of future events that are considered to be reasonable at the time. |
|
|
Management makes estimates and assumptions concerning future expectations. The resulting accounting estimates, will by definition, rarely equal the related actual results. During the year, management have written back one remaining loan following the decision to wind up the company. |
|
|
| 4 |
Operating profit / (loss) |
15 month |
| Year ended |
period ended |
| 31 March |
31 March |
|
|
|
|
|
|
2025 |
|
2024 |
| restated |
| £ |
£ |
|
This is stated after charging / (crediting): |
|
|
Write off of intercompany loans |
- |
|
2,179,977 |
|
Foreign exchange gains |
|
- |
|
(166,280) |
|
Other operating income |
(169,582) |
|
- |
|
| 5 |
Auditor remuneration |
15 month |
|
|
|
|
|
|
Year ended |
period ended |
| 31 March |
31 March |
|
|
|
|
|
|
2025 |
|
2024 |
| £ |
£ |
|
|
Fees payable to the company's auditor and its associates for the audit of the company's annual financial statements |
|
6,000 |
|
5,000 |
|
|
|
|
|
|
|
|
|
|
|
Fees payable to the company's auditor and its associates in respect of non - audit services - Accounts preparation |
|
- |
|
2,250 |
|
|
|
|
|
|
|
|
|
|
| 6 |
Employees |
|
|
The company has no employees other than the directors, who did not receive any remuneration (15 month period to 31 March 2024: £nil). |
|
|
| 7 |
Interest receivable and simiar income |
15 month |
|
|
|
|
|
|
Year ended |
period ended |
| 31 March |
31 March |
|
|
|
|
|
|
2025 |
|
2024 |
| £ |
£ |
|
|
Interest receivable from group companies |
- |
|
70,719 |
|
|
|
|
|
|
|
|
|
|
| 8 |
Interest payable |
15 month |
|
|
|
|
|
|
Year ended |
period ended |
| 31 March |
31 March |
|
|
|
|
|
|
2025 |
|
2024 |
| £ |
£ |
|
|
Interest payable to parent company |
563,473 |
|
612,872 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 9 |
Taxation |
15 month |
|
|
|
|
|
|
Year ended |
period ended |
| 31 March |
31 March |
|
|
|
|
|
|
2025 |
|
2024 |
| restated |
| £ |
£ |
|
Analysis of charge in period |
|
Current tax: |
|
UK corporation tax on profits of the period |
- |
|
- |
|
|
|
|
|
|
|
|
|
|
Tax on profit on ordinary activities |
- |
|
- |
|
|
|
|
|
|
|
|
|
|
Factors affecting tax charge for period |
|
The differences between the tax assessed for the period and the standard rate of corporation tax are explained as follows: |
|
|
| 15 month |
|
|
|
|
|
|
Year ended |
period ended |
| 31 March |
31 March |
|
|
|
|
|
|
2025 |
|
2024 |
| restated |
| £ |
£ |
|
Loss on ordinary activities before tax |
(403,986) |
|
(2,575,852) |
|
|
|
|
|
|
|
|
|
|
Standard rate of corporation tax in the UK |
25% |
|
19% |
|
| £ |
£ |
|
Profit on ordinary activities multiplied by the standard rate of corporation tax |
|
(100,997) |
|
(489,412) |
|
|
Effects of: |
|
Unrecognised deferred tax |
143,393 |
|
489,412 |
|
Income not taxable |
(42,396) |
|
- |
|
|
Current tax charge for period |
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
Factors that may affect future tax charges |
|
The Finance Act 2021 was substantively enacted in May 2021 and increased the corporation tax rate from 19% to 25% with effect from 1 April 2023 on profits over £250,000. The rate for small profits under £50,000 is 19%. When the company's profits fall between £50,000 and £250,000, the lower and upper limits, it will be able to claim an amount of marginal relief providing a gradual increase in the corporation tax rate.
As the company has ceased its trading activites, no deferred tax asset has been recognised in respect of unutilised trading losses as no further trading profits are expected in the future for the asset to be recovered. |
|
|
|
|
| 10 |
Cash and cash equivalents |
|
|
|
|
2025 |
|
2024 |
| £ |
£ |
|
|
Cash at bank and in hand |
|
|
|
|
45 |
|
86 |
|
|
|
|
|
|
|
|
|
|
|
| 11 |
Creditors: amounts falling due within one year |
2025 |
|
2024 |
| £ |
£ |
|
|
Amounts owed to group undertakings and undertakings in which the company has a participating interest |
|
- |
|
4,064,535 |
|
Accruals and deferred income |
6,000 |
|
- |
|
|
|
|
|
|
6,000 |
|
4,064,535 |
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings were repayable on demand. Interest was charged at a fixed rate of 4% per annum (2024: 3%). |
|
|
Amounts owed to group undertakings relate to a loan from the parent company, ERBA Mannheim GmbH. At 31 March 2025, the amount is no longer deemed payable, following the decision to wind up the activities of the company. The loan has been treated as a capital contribution and reported within equity. (See note 13) |
|
| 12 |
Share capital |
Nominal |
|
2025 |
|
2025 |
|
2024 |
| value |
Number |
£ |
£ |
|
Allotted, called up and fully paid: |
|
Ordinary shares |
£1.00 each |
|
1 |
|
1 |
|
1 |
|
|
|
|
|
|
|
1 |
|
1 |
|
|
|
|
|
|
|
|
|
|
Share Capital is the sum of the nominal value of the shares allotted at the balance sheet date. |
|
|
There is a single class of ordinary shares. There are no restrictions on dividends and the repayment of capital. |
|
| 13 |
Reserves |
|
|
Capital Contribution |
|
The capital contribution relates to loans waived by the parent company that have been reported in equity. |
|
|
Other reserves |
|
Other reserves relate to a capital commitment reserve arising on the difference between the intercompany interest charged and the market rate of interest. The interest is then charged to the profit and loss account over the useful economic life of the loan. |
|
|
Profit and loss account |
|
Represents cumulative profits and losses net of dividends paid and other adjustments. |
|
|
|
| 14 |
Related party transactions |
|
|
As a wholly owned subsidiary of Transasia-Bio Medicals Ltd, the company is exempt from the requirements of FRS102 to disclose transactions with other members of the group headed by Transasia Bio Medicals Ltd. |
|
| 15 |
Controlling party |
|
|
The immediate parent company is Erba Mannheim GmbH Ltd, a company registered in Germany. |
|
|
The Ultimate controlling Party is Transasia-Bio Medicals Ltd, Transasia House, 8 Chandivali Studio Road,Andheri(E) Mumbai-400072, Mumbai, Maharashtra 400059, Mumbai 400059. |