Company registration number 09357227 (England and Wales)
TENTAMUS UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
TENTAMUS UK LIMITED
COMPANY INFORMATION
Directors
Dr J P Zoller
Mr N G Berruti
(Appointed 1 July 2025)
Company number
09357227
Registered office
Building 170
Abbott Drive
Kent Science Park
Sittingbourne
Kent
United Kingdom
ME9 8AZ
Auditor
Azets Audit Services
Orion House (Ground Floor)
Orion Way
Kettering
NN15 6PE
TENTAMUS UK LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Profit and loss account
9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Company statement of cash flows
16
Notes to the financial statements
17 - 36
TENTAMUS UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Review of the business

The Tentamus Group has been operating internationally for over a decade and first acquired operations within the UK in 2015. Our services portfolio focuses on the testing, auditing and consulting of products that impact human wellness from within. The Tentamus Group is proud to be appreciated by many companies as a true service partner for a wide range of Food, Cosmetic and Pharmaceutical products.

Today we are a recognised service provider well-known for our quick response times and close collaboration with our customers. We achieve this through state of the art equipment, well trained members of staff and a network of specialised laboratories, each of which is a market leader in its own sector.

Through our network of laboratories, we have the capacity to meet the ever-increasing demands of our clients and our commitment, years of experience, high-tech laboratory facilities and scientific methods enable us to live up to our promise of quality.

The year was, in general, a year of progression, marked by some sizeable new business wins and a general organic growth with existing customers. Cost pressures remain a constant and structural constraints have limited performance across some business units. Ongoing efforts in cost control and operational efficiency have been reflected in the annual results in a positive way and have created a firm platform for the future.

With regards to individual company performances, One Scientific, Minerva Scientific and S outhern M icrobiological S ervices stand out as clear positive performers, delivering growth well above initial expectations. Their results confirm the strength of their positioning, the robustness of their business models and the ability of the teams to execute effectively even in a difficult market environment. These businesses represent important pillars for the future development of the UK platform.

Precision Analysis (North West) had a year where they re-established themselves in the UK market and whilst annual profits were negligible, their resilience in growing their customer base is a huge positive going into 2025.

Conversely, Tentamus Pharma and Blutest Laboratories performances in the year did not hit the levels expected of them. Their performance reflects a combination of external market contraction, margin pressure and lower volumes in certain segments. While both businesses retain strong technical capabilities, their overall contribution in the year was below expectations, prompting a reassessment of priorities and strategic focus.

In summary, the year should be viewed as a year of increased stability and a stronger base going into 2025. While the overall financial outcome for the UK was not at the expected levels, the year has been instrumental in identifying core strengths, addressing underperforming areas and setting the foundations for a more focused, disciplined and sustainable growth trajectory from 2025 onwards.

Principal risks and uncertainties

The company is subject to various risks and uncertainties during the ordinary course of its business, many of which result from factors outside of its control.

COVID-19

The Covid-19 pandemic had a wide-reaching effect both nationally and globally, the Tentamus UK Group managed to remain open and testing throughout the UK national lockdown, providing critical services particularly in the food and pharmaceutical testing space. The supply chains of a number of our customers were affected by the pandemic and the Group demonstrated its resilience by adapting processes and procedures in collaboration with our customers to ensure that operations could continue in the event of a similar pandemic. The Group remain aware and responsive to any COVID-19 matters or other viruses. Due to the successful roll out of testing and vaccinations in the UK, this is no longer considered to be a significant principal risk.

TENTAMUS UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Principal risks and uncertainties (continued)

Brexit

The post-Brexit landscape still imposes challenging constraints to the UK market where our customers need to navigate different regulatory regimes for the EU and the UK. The most significant effect continues to be our UK pharmaceutical customers where the UK will recognise EU imports without restriction, but this is not reciprocal.

UK Economy

The previous high inflationary environment, base rate increases and the danger of a recession continues to be a principal risk. This has impacted supply chains as well as customer behaviour. Significant supplier price increases have been observed as well as continued increases in utilities prices and a theme of upward cost pressure.

Staff retention and attraction

The Group is reliant on attracting and retaining a skilled and qualified workforce. The cost-of-living pressures along with demand in the sector could lead to a smaller pool of talent. It must also be noted that significant National Minimum Wage increases have put pressure on the businesses to attract new staff and pay fair, attractive and reasonable wages, above the national minimum, whilst improving bottom line performance.

Cyber and data security

The Group and other businesses worldwide continue to be subject to the advancing methods and risks arising from cyber-attacks, data breaches or major disruptions caused by malware. The Group has ensured that appropriate mitigating measures are in place to reduce the impact of such attacks but recognise that it is difficult to eradicate risk entirely. Tentamus UK has an excellent IT team which monitors the latest threats and ensures safeguarding against them. There are also training modules and refreshers on cyber security awareness to mitigate the risk of phishing and other cyber security threats.

Cashflow constraints

Liquidity continues to be tight for the short term however measures are being put inplace to improve cashflow and return the business to a cash positive position. The risk of debt default is still extremely low as Tentamus Group will support and maintain liquidity of the UK group.

Key performance indicators

Gross profit percentage

Th e group's gross profit margin has risen from 32.18% to 38.60% over the course of the financial year due to cost efficiency measures and sensible cost controls.

EBITDA percentage

EBITDA has increased from (15.88)% in 202 3 to 5.41% in 202 4 (excluding goodwill impairment), the horizon looks bright moving into 202 5 with the anticipation of continuing positive EBITDA margins for the coming years.

Other information and explanations

Gross profit percentage – this is the percentage of turnover that remains after taking away the costs of sales in the business.

EBITDA percentage - earnings before interest, tax, impairments, depreciation and amortisation shown as a percentage as turnover. This is used to show the underlying performance of the company without considerations of capital and financing.

On behalf of the board

Mr N G Berruti
Director
5 March 2026
TENTAMUS UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company and group continued to be that of scientific testing laboratories.

Results and dividends

The results for the year are set out on page 9.

No interim dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr. A Barseyten
(Resigned 1 July 2025)
Dr J P Zoller
Dr F J Stubbins
(Resigned 1 July 2025)
Mr N G Berruti
(Appointed 1 July 2025)
Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the 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.

Employee involvement

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

Future developments

The group is committed to continued investment in infrastructure and equipment to continue growing the portfolio of services we can offer to our customers. There is also a continued appetite for strategic UK acquisitions that enhance the breadth and depth of our service offering.

Auditor

Azets Audit Services were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

TENTAMUS UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
On behalf of the board
Mr N G Berruti
Director
5 March 2026
TENTAMUS UK LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable UK 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 group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

TENTAMUS UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TENTAMUS UK LIMITED
- 6 -
Opinion

We have audited the financial statements of Tentamus UK Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to note 1.4 in the financial statements, which indicates that the group incurred a net loss of £2,728,957(including impairment losses) during the year ended 31 December 2024 and, as of that date, the group’s total liabilities exceeded its total assets by £23,529,472. As stated in note 1.4, these events or conditions, along with other matters as set forth in note 1.4, indicate that a material uncertainty exists that may cast significant doubt on the group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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

Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of our audit:

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

TENTAMUS UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TENTAMUS UK LIMITED
- 7 -
Matters on which we are required to report by exception

Except for the matter described in the basis for qualified opinion section of our report, i n 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 identifie d material misstatements in the strategic report or the directors' r eport.

We have nothing to report in respect of the following matters in relation to which 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 directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

TENTAMUS UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TENTAMUS UK LIMITED
- 8 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

- Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;

- Reviewing minutes of meetings of those charged with governance;

- Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

- Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the parent 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 parent company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Mr Paul Tyler (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
6 March 2026
Chartered Accountants
Statutory Auditor
Orion House (Ground Floor)
Orion Way
Kettering
NN15 6PE
TENTAMUS UK LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
15,012,377
12,911,109
Cost of sales
(9,217,615)
(8,756,256)
Gross profit
5,794,762
4,154,853
Distribution costs
(9,799)
(18,275)
Administrative expenses
(8,465,905)
(7,447,355)
Other operating income
430,318
134,319
Operating loss
4
(2,250,624)
(3,176,458)
Interest receivable and similar income
1,221
1,157
Interest payable and similar expenses
8
(498,343)
(2,996,647)
Loss before taxation
(2,747,746)
(6,171,948)
Tax on loss
9
18,789
41,051
Loss for the financial year
24
(2,728,957)
(6,130,897)
Loss for the financial year is all attributable to the owners of the parent company.
TENTAMUS UK LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
£
£
Loss for the year
(2,728,957)
(6,130,897)
Other comprehensive income
-
-
Total comprehensive income for the year
(2,728,957)
(6,130,897)
Total comprehensive income for the year is all attributable to the owners of the parent company.
TENTAMUS UK LIMITED
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
11
612,287
1,645,583
Tangible assets
12
3,527,606
3,591,789
4,139,893
5,237,372
Current assets
Stocks
15
544,828
485,669
Debtors
16
3,398,513
2,984,719
Cash at bank and in hand
763,598
491,256
4,706,939
3,961,644
Creditors: amounts falling due within one year
17
(3,329,266)
(3,311,520)
Net current assets
1,377,673
650,124
Total assets less current liabilities
5,517,566
5,887,496
Creditors: amounts falling due after more than one year
18
(28,948,810)
(26,575,652)
Provisions for liabilities
Deferred tax liability
21
98,228
112,359
(98,228)
(112,359)
Net liabilities
(23,529,472)
(20,800,515)
Capital and reserves
Called up share capital
23
100
100
Profit and loss reserves
24
(23,529,572)
(20,800,615)
Total equity
(23,529,472)
(20,800,515)
The financial statements were approved by the board of directors and authorised for issue on 5 March 2026 and are signed on its behalf by:
05 March 2026
Mr N G Berruti
Director
Company registration number 09357227 (England and Wales)
TENTAMUS UK LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
12
16,235
6,762
Investments
13
3,952,556
6,723,912
3,968,791
6,730,674
Current assets
Debtors
16
1,077,385
382,337
Cash at bank and in hand
5,606
120,260
1,082,991
502,597
Creditors: amounts falling due within one year
17
(1,049,228)
(328,675)
Net current assets
33,763
173,922
Total assets less current liabilities
4,002,554
6,904,596
Creditors: amounts falling due after more than one year
18
(28,928,611)
(26,546,392)
Net liabilities
(24,926,057)
(19,641,796)
Capital and reserves
Called up share capital
23
100
100
Profit and loss reserves
24
(24,926,157)
(19,641,896)
Total equity
(24,926,057)
(19,641,796)

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was £5,284,262 (2023 - £4,968,717 loss).

The financial statements were approved by the board of directors and authorised for issue on 5 March 2026 and are signed on its behalf by:
05 March 2026
Mr N G Berruti
Director
Company registration number 09357227 (England and Wales)
TENTAMUS UK LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
100
(14,669,718)
(14,669,618)
Year ended 31 December 2023:
Loss and total comprehensive income
-
(6,130,897)
(6,130,897)
Balance at 31 December 2023
100
(20,800,615)
(20,800,515)
Year ended 31 December 2024:
Loss and total comprehensive income
-
(2,728,957)
(2,728,957)
Balance at 31 December 2024
100
(23,529,572)
(23,529,472)
TENTAMUS UK LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
100
(14,673,178)
(14,673,078)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(4,968,718)
(4,968,718)
Balance at 31 December 2023
100
(19,641,896)
(19,641,796)
Year ended 31 December 2024:
Profit and total comprehensive income
-
(5,284,261)
(5,284,261)
Balance at 31 December 2024
100
(24,926,157)
(24,926,057)
TENTAMUS UK LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
29
(918,127)
(1,636,696)
Interest paid
(16,124)
(18,464)
Income taxes refunded/(paid)
4,658
(29,260)
Net cash outflow from operating activities
(929,593)
(1,684,420)
Investing activities
Purchase of tangible fixed assets
(667,329)
(614,370)
Proceeds on disposal of tangible fixed assets
17,695
6,034
Proceeds on disposal of subsidiaries
-
25,644
Interest received
1,221
1,157
Net cash used in investing activities
(648,413)
(581,535)
Financing activities
Repayment of bank loans
(42,482)
(46,687)
Proceeds of new loans from parent undertaking
1,900,000
1,764,898
Payment of finance leases obligations
(7,170)
(22,589)
Net cash generated from financing activities
1,850,348
1,695,622
Net increase/(decrease) in cash and cash equivalents
272,342
(570,333)
Cash and cash equivalents at beginning of year
490,151
1,060,484
Cash and cash equivalents at end of year
762,493
490,151
Relating to:
Cash at bank and in hand
763,598
491,256
Bank overdrafts included in creditors payable within one year
(1,105)
(1,105)
TENTAMUS UK LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
30
(2,002,175)
(2,033,615)
Investing activities
Purchase of tangible fixed assets
(12,692)
(2,189)
Proceeds from disposal of subsidiaries
-
0
25,644
Interest received
213
131,975
Net cash (used in)/generated from investing activities
(12,479)
155,430
Financing activities
Proceeds of new loans from parent undertaking
1,900,000
1,764,898
Net cash generated from financing activities
1,900,000
1,764,898
Net decrease in cash and cash equivalents
(114,654)
(113,287)
Cash and cash equivalents at beginning of year
120,260
233,547
Cash and cash equivalents at end of year
5,606
120,260
TENTAMUS UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
1
Accounting policies
Company information

Tentamus UK Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Building 170, Abbott Drive, Kent Science Park, Sittingbourne, Kent, United Kingdom, ME9 8AZ.

The group consists of Tentamus UK Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Tentamus UK Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

TENTAMUS UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.4
Going concern

At the time of approving the financial statements, the directors acknowledge a significant uncertainty in respect of going concern as the group, at the year end date, had net liabilities of £23,529,472 (2023 - £20,800,515). The directors have received confirmation that the ultimate parent company, Tentamus Group GmbH, a company incorporated in Germany, has committed to provide financial support for the 12 months following the date of the approval of the statutory accounts. On this basis, in the view of the Directors, after considering profit and cashflow forecasts for the same period of 12 months which consider the pervasive impact of the wider economy, deem it appropriate to continue to prepare these financial statements on a going concern basis, which assumes that the company will continue in operational existence for a period of at least 12 months from the date these financial statements were approved.

1.5
Turnover

Turnover represents revenue from the provision of specialist laboratory analytical services and is recognised in full at the point at which the final test results are reported to the customer.

1.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.7
Intangible fixed assets - goodwill

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

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

1.8
Tangible fixed assets

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

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
Buildings: 4% and 15% on cost. Land : Not depreciated
Leasehold land and buildings
10% on cost or over the remaining period of the lease
Leasehold improvements
10% and 15% on cost
Plant and equipment
8.33% to 50% on cost and 25% on reducing balance
Fixtures and fittings
14% to 33% on cost
Computers
12.5% to 50% on cost
Motor vehicles
25% on cost

Assets under construction represent equipment being installed at the company’s new site. Once in use they will be transferred to Plant and equipment and will be depreciated over the useful economic life of each asset.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

TENTAMUS UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
1.9
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

1.11
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

1.12
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.13
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

TENTAMUS UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

TENTAMUS UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 21 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.14
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and 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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

1.17
Retirement benefits

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

1.18
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

TENTAMUS UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 22 -

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

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

1.19
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Impairment of goodwill

The group considers whether goodwill is impaired. Where an indication of impairment is identified the estimation of recoverable value requires estimation of the recoverable value of the cash generating units (CGUs).

This requires estimation of the future cash flows from the CGUs and also the selection of appropriate discount rates in order to calculate the net present value of those cash flows.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Sales of services
15,012,377
12,911,109
TENTAMUS UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
3
Turnover and other revenue
(Continued)
- 23 -
2024
2023
£
£
Turnover analysed by geographical market
UK
14,740,787
12,798,626
Europe
224,483
92,808
Rest of the World
47,107
19,675
15,012,377
12,911,109
2024
2023
£
£
Other revenue
Interest income
1,221
1,157
4
Operating loss
2024
2023
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange losses
289
3,597
Research and development costs
131
202
Depreciation of owned tangible fixed assets
725,789
706,590
Depreciation of tangible fixed assets held under finance leases
5,723
10,829
(Profit)/loss on disposal of tangible fixed assets
(17,695)
18,883
Amortisation of intangible assets
405,221
409,298
Impairment of intangible assets
618,024
-
0
Loss on disposal of intangible assets
10,051
-
Operating lease charges
292,953
269,716
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
88,950
76,450
TENTAMUS UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
6
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Laboratory Technicians
231
258
-
-
Laboratory Other
20
14
-
-
Administration
33
33
12
10
Directors
1
1
1
-
Total
285
306
13
10

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
7,805,601
7,300,930
869,504
722,641
Social security costs
695,247
611,596
96,944
62,132
Pension costs
197,144
187,695
20,054
14,811
8,697,992
8,100,221
986,502
799,584
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
111,833
121,000
Company pension contributions to defined contribution schemes
1,211
1,321
113,044
122,321

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).

TENTAMUS UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
8
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
16,124
18,435
Interest payable to group undertakings
1,789,997
1,671,043
1,806,121
1,689,478
Other finance costs:
Exchange differences on financing transactions
(1,307,778)
1,307,140
Other interest
-
29
Total finance costs
498,343
2,996,647
9
Taxation
2024
2023
£
£
Current tax
Benefit arising from a previously unrecognised tax loss or credit
(4,658)
-
0
Deferred tax
Origination and reversal of timing differences
(14,131)
(41,051)
Total tax credit
(18,789)
(41,051)

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Loss before taxation
(2,747,746)
(6,171,948)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2023: 19.00%)
(522,072)
(1,172,670)
Tax effect of expenses that are not deductible in determining taxable profit
18,210
917
Tax effect of utilisation of tax losses not previously recognised
(4,658)
-
0
Change in unrecognised deferred tax assets
311,643
1,087,040
Permanent capital allowances in excess of depreciation
(17,658)
(41,396)
Depreciation on assets not qualifying for tax allowances
7,974
8,016
Amortisation on assets not qualifying for tax allowances
67,979
77,767
Other non-reversing timing differences
2,368
(142)
Under/(over) provided in prior years
-
0
(583)
Impairment of goodwill on business combinations
117,425
-
Taxation credit
(18,789)
(41,051)
TENTAMUS UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
10
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2024
2023
Notes
£
£
In respect of:
Goodwill
11
618,024
-
Recognised in:
Administrative expenses
618,024
-

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

An impairment review was undertaken in relation to goodwill acquired through business combinations following a deterioration in results for the previous year and forecast results for future periods. This impairment review was undertaken at the Cash Generating Unit (CGU) level and has resulted in a total impairment loss in the year ended 31 December 2024 of £ 618,024 (2023: £nil).

The amount of the impairment loss is the excess of the carrying amount of the goodwill allocated to each CGU at the balance sheet date over its recoverable amount - recoverable amount being the higher of fair value less costs to sell and the value in use of each CGU. Recoverable amount has been determined from value in use calculations based on a multiple of ten times the weighted average EBITDA for the following four years, and are based on management's most recent assessment of each CGUs trading prospects.

11
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2024
10,905,905
Disposals
(10,051)
At 31 December 2024
10,895,854
Amortisation and impairment
At 1 January 2024
9,260,322
Amortisation charged for the year
405,221
Impairment losses
618,024
At 31 December 2024
10,283,567
Carrying amount
At 31 December 2024
612,287
At 31 December 2023
1,645,583
The company had no intangible fixed assets at 31 December 2024 or 31 December 2023.
TENTAMUS UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Intangible fixed assets
(Continued)
- 27 -

More information on impairment movements in the year is given in note 10.

TENTAMUS UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
12
Tangible fixed assets
Group
Freehold land and buildings
Leasehold land and buildings
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
£
£
Cost
At 1 January 2024
857,416
76,386
1,454,410
4,530,425
445,248
299,704
264,698
7,928,287
Additions
-
0
11,187
9,648
536,013
6,236
62,873
41,372
667,329
Disposals
-
0
-
0
-
0
(99,092)
-
0
-
0
(60,350)
(159,442)
At 31 December 2024
857,416
87,573
1,464,058
4,967,346
451,484
362,577
245,720
8,436,174
Depreciation and impairment
At 1 January 2024
411,903
42,856
488,365
2,723,086
284,498
200,913
184,877
4,336,498
Depreciation charged in the year
33,032
7,315
224,466
338,947
39,107
52,827
35,818
731,512
Eliminated in respect of disposals
-
0
-
0
-
0
(99,092)
-
0
-
0
(60,350)
(159,442)
At 31 December 2024
444,935
50,171
712,831
2,962,941
323,605
253,740
160,345
4,908,568
Carrying amount
At 31 December 2024
412,481
37,402
751,227
2,004,405
127,879
108,837
85,375
3,527,606
At 31 December 2023
445,513
33,530
966,045
1,807,339
160,750
98,791
79,821
3,591,789
TENTAMUS UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 29 -
Company
Plant and equipment
Computers
Total
£
£
£
Cost
At 1 January 2024
-
0
18,781
18,781
Additions
5,240
7,452
12,692
At 31 December 2024
5,240
26,233
31,473
Depreciation and impairment
At 1 January 2024
-
0
12,019
12,019
Depreciation charged in the year
218
3,001
3,219
At 31 December 2024
218
15,020
15,238
Carrying amount
At 31 December 2024
5,022
11,213
16,235
At 31 December 2023
-
0
6,762
6,762

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2024
2023
2024
2023
£
£
£
£
Motor vehicles
22,242
44,527
-
0
-
0

Freehold land and buildings with a carrying amount of £412,481 (2023 - £445,513) have been pledged to secure borrowings of the company.

13
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
3,952,556
6,723,912
TENTAMUS UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
13
Fixed asset investments
(Continued)
- 30 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024 and 31 December 2024
14,636,245
Impairment
At 1 January 2024
7,912,333
Impairment losses
2,771,356
At 31 December 2024
10,683,689
Carrying amount
At 31 December 2024
3,952,556
At 31 December 2023
6,723,912
14
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Tentamus Pharma (UK) Limited
2
Ordinary
100.00
Helvic Limited
3
Ordinary
100.00
Minerva Scientific Limited
1
Ordinary
100.00
Tentamus QTS Analytical Limited
1
Ordinary
100.00
Southern Microbiological Services Limited
1
Ordinary
100.00
One Scientific Limited
4
Ordinary
100.00
Precision Analysis (North West) Limited
1
Ordinary
100.00
BluTest Laboratories Limited
5
Ordinary
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Building 170, Abbott Drive, Kent Science Park, Sittingbourne, Kent, ME9 8AZ
2
Orbis 3 Riverside Road, Pride Park, Derby, Derbyshire, DE24 8HY
3
Unit E4 Trentham Business Quarter, Bellringer Road, Trentham Lakes South, Stoke-On-Trent, ST4 8GB
4
Unit F 7A4 Victoria Road, Avonmouth, Bristol, BS11 9DB
5
5 Robroyston Oval, Glasgow, G33 1AP
15
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Raw materials and consumables
544,828
485,669
-
-
TENTAMUS UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
16
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,547,866
2,161,571
-
0
-
0
Gross amounts owed by contract customers
77,583
28,447
-
0
-
0
Amounts owed by group undertakings
-
93,700
1,055,184
376,068
Other debtors
267,222
288,527
3,520
3,000
Prepayments and accrued income
505,842
412,474
18,681
3,269
3,398,513
2,984,719
1,077,385
382,337
17
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
19
179,111
211,101
-
0
-
0
Obligations under finance leases
20
6,378
14,979
-
0
-
0
Trade creditors
1,288,004
1,862,034
26,820
90,704
Amounts owed to group undertakings
-
0
-
0
468,125
-
0
Corporation tax payable
(1,359)
(1,359)
-
0
-
0
Other taxation and social security
1,119,476
507,156
265,321
73,861
Deferred income
40,434
123,606
-
0
-
0
Other creditors
80,104
156,144
10,423
29,777
Accruals and deferred income
617,118
437,859
278,539
134,333
3,329,266
3,311,520
1,049,228
328,675
18
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
19
5,296
15,788
-
0
-
0
Obligations under finance leases
20
14,903
13,472
-
0
-
0
Amounts owed to group undertakings
28,928,611
26,546,392
28,928,611
26,546,392
28,948,810
26,575,652
28,928,611
26,546,392

Amounts owed to group undertakings are all interest only (currently charged at 6% per annum) with capital repayments only due at the end of the loan terms unless both parties agree to extend the capital repayment date.

TENTAMUS UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 32 -
19
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
183,302
225,784
-
0
-
0
Bank overdrafts
1,105
1,105
-
0
-
0
184,407
226,889
-
-
Payable within one year
179,111
211,101
-
0
-
0
Payable after one year
5,296
15,788
-
0
-
0

The bank loans due within one year are secured by a first legal mortgage over the freehold property of Minerva Scientific Limited known as Unit 2, Stoneygate Road, Spondon, Derby, DE24 8QR.

The bank loans due over one year are Coronavirus Business Bounce Back Loan provided to one member of the group.

20
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
6,378
14,979
-
0
-
0
In two to five years
14,903
13,472
-
0
-
0
21,281
28,451
-
-

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 2 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
497,461
390,504
Tax losses
(399,233)
(278,145)
98,228
112,359
The company has no deferred tax assets or liabilities.
TENTAMUS UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
21
Deferred taxation
(Continued)
- 33 -
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 January 2024
112,359
-
Credit to profit or loss
(14,131)
-
Liability at 31 December 2024
98,228
-

T he deferred tax liability set out above relates to accelerated capital allowances.

22
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
197,144
187,695

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

23
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100

The ordinary shares are non redeemable and hold full rights in respect of dividends, voting and participation in the event of winding up.

24
Profit and loss reserves
Group
Company
2024
2023
2024
2023
£
£
£
£
At the beginning of the year
(20,800,615)
(14,669,718)
(19,641,896)
(14,673,178)
Loss for the year
(2,728,957)
(6,130,897)
(5,284,261)
(4,968,718)
At the end of the year
(23,529,572)
(20,800,615)
(24,926,157)
(19,641,896)
25
Financial commitments, guarantees and contingent liabilities

Glas Trust Corporation Limited holds a debenture, as security agent, dated 19 August 2016 over the assets of the company. This debenture is part of a cross corporate guarantee provided for a facility granted to Tentamus Group GmbH.

TENTAMUS UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 34 -
26
Operating lease commitments
Lessee

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

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
881,173
503,823
-
-
Between two and five years
1,674,398
1,577,534
-
-
In over five years
187,930
487,170
-
-
2,743,501
2,568,527
-
-
27
Related party transactions

The intermediate parent undertaking is Tentamus Group GmbH and Aqua Investment S.a.r.l. is the ultimate parent undertaking.

All related party transactions with the UK group are undertaken at normal commercial rates.

As noted in the accounting policies no disclosures are necessary for transactions with 100% owned subsidiaries.

28
Controlling party

The parent of the smallest group for which consolidated financial statements are drawn up, and of which the company is a member, is Tentamus Group GmbH (incorporated in Germany), with its registered office at An der Industriebahn 5,13088 Berlin, Germany.

The parent of the largest group for which consolidated financial statements are drawn up, and of which the company is a member, is Tentamus Holdco GmbH (formerly Aqua Investment S.a.r.l.) (incorporated in Luxembourg),

BC Partners Fund XI Guernsey and Luxemburg is regarded by the directors as being the company's ultimate holding company.

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

Group accounts are prepared for the group headed by Tentamus Group GmbH whose registered office is as disclosed above.

TENTAMUS UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 35 -
29
Cash absorbed by group operations
2024
2023
£
£
Loss for the year after tax
(2,728,957)
(6,130,897)
Adjustments for:
Taxation credited
(18,789)
(41,051)
Finance costs
498,343
2,996,647
Investment income
(1,221)
(1,157)
(Gain)/loss on disposal of tangible fixed assets
(17,695)
18,883
Loss on disposal of intangible assets
10,051
-
Amortisation and impairment of intangible assets
1,023,245
409,298
Depreciation and impairment of tangible fixed assets
731,512
717,419
Movements in working capital:
Increase in stocks
(59,159)
(34,224)
(Increase)/decrease in debtors
(413,794)
376,274
Increase in creditors
141,509
121,635
Decrease in deferred income
(83,172)
(69,523)
Cash absorbed by operations
(918,127)
(1,636,696)
30
Cash absorbed by operations - company
2024
2023
£
£
Loss for the year after tax
(5,284,261)
(4,968,718)
Adjustments for:
Finance costs
482,219
2,978,183
Investment income
(213)
(131,975)
Depreciation and impairment of tangible fixed assets
3,219
2,116
Write off of intercompany loans
1,336,500
1,619,998
Other gains and losses
2,771,356
-
Movements in working capital:
Increase in debtors
(2,031,548)
(1,530,916)
Increase/(decrease) in creditors
720,553
(2,303)
Cash absorbed by operations
(2,002,175)
(2,033,615)
TENTAMUS UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 36 -
31
Analysis of changes in net funds - group
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
491,256
272,342
763,598
Bank overdrafts
(1,105)
-
(1,105)
490,151
272,342
762,493
Borrowings excluding overdrafts
(225,784)
42,482
(183,302)
Obligations under finance leases
(28,451)
7,170
(21,281)
235,916
321,994
557,910
32
Analysis of changes in net funds - company
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
120,260
(114,654)
5,606
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