Company registration number 03129131 (England and Wales)
ROFIN-BAASEL UK LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023
PAGES FOR FILING WITH REGISTRAR
ROFIN-BAASEL UK LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
ROFIN-BAASEL UK LIMITED
BALANCE SHEET
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
4
249,868
293,756
Investments
5
425,016
249,868
718,772
Current assets
Debtors
6
5,153,649
4,730,835
Cash at bank and in hand
431,503
220,197
5,585,152
4,951,032
Creditors: amounts falling due within one year
7
(242,322)
(351,770)
Net current assets
5,342,830
4,599,262
Total assets less current liabilities
5,592,698
5,318,034
Capital and reserves
Called up share capital
100,000
100,000
Capital contribution reserve
18,316
60,942
Profit and loss reserves
5,474,382
5,157,092
Total equity
5,592,698
5,318,034
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 30 April 2024 and are signed on its behalf by:
Dr C Dorman
Director
Company Registration No. 03129131
ROFIN-BAASEL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023
- 2 -
1
Accounting policies
Company information
Rofin-Baasel UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 2, Newnham Drive, Daventry, Northamptonshire, NN11 8YN.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
The company should be able to manage its working capital and existing resources to enable it to meet its liabilities as they fall due. As a consequence, the directors believe that the company is well placed to manage its business risks successfully.
The company has considerable financial resources when considering the continuing financial support from the parent company, Coherent Corp. The directors have received a written letter of continued trade under the existing agency agreement for the foreseeable future from the ultimate parent company, Coherent Corp. While considering the ability of the ultimate parent company to provide financial support, the directors have reviewed the 2023/2024 financial year to date operating results and financial performance of Coherent Corp. and are satisfied that the ultimate parent company is in a position to provide the necessary financial support.
After considering the above, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future, a period of not less than one year from the date of issue. Accordingly, they continue to adopt the going concern basis in preparing the annual report and financial statements.
1.3
Reporting period
The company shortened its period end to 30 June 2023 to be in line with its ultimate holding company Coherent Corp. The comparative amounts presented in the financial statements are therefore not entirely comparable.
1.4
Turnover
Turnover represents commission receivable from group companies. Commission revenues are recognised in line with when the sales occur in the group.
1.5
Tangible fixed assets
Tangible fixed assets are stated at cost, net of depreciation and any impairment losses.
ROFIN-BAASEL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 3 -
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
Over the life of the lease
Tools
25% on cost
Fixtures and fittings
20% on cost
Computer equipment
25% on cost
Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.
1.6
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities 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 company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible 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.
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.
1.8
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
ROFIN-BAASEL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 4 -
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.11
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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
ROFIN-BAASEL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 5 -
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 when the company has 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.
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.13
Retirement benefits
The company operates a defined contribution pension scheme. Pension costs charged in the period represent the contributions payable by the company in respect of that period. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the balance sheet
1.14
Share-based payments
The company has applied the requirements of FRS 102 section 26 'Share-based Payments'.
The parent company issues equity-settled share options to certain employees. They are measured at fair value (excluding the effect of non-market-based vesting conditions) at the date of grant. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the company's estimate of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions.
1.15
Leases
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 leases asset are consumed.
1.16
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.
ROFIN-BAASEL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2023
- 6 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’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.
Critical judgements
The following is the critical judgement that the directors have made in the process of applying the company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.
Investments
Investments are stated at cost less any provision for impairment. The directors' assessment of the recoverable amounts takes into account factors such as future trading performances which are key sources of estimation uncertainty.
3
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
Period ended
Year ended
30 June
30 September
2023
2022
Number
Number
Total
24
24
Options are available to UK employees over shares in its parent company.
There are no directors remunerated by the company (2022 - none). No directors exercised share options in the period (2022 - none) and no directors were a member of the defined contribution pension scheme (2022 - none).
ROFIN-BAASEL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2023
- 7 -
4
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 October 2022
324,603
307,710
632,313
Additions
4,464
4,464
At 30 June 2023
324,603
312,174
636,777
Depreciation and impairment
At 1 October 2022
109,087
229,470
338,557
Depreciation charged in the period
24,368
23,984
48,352
At 30 June 2023
133,455
253,454
386,909
Carrying amount
At 30 June 2023
191,148
58,720
249,868
At 30 September 2022
215,516
78,240
293,756
5
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
425,016
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 October 2022 & 30 June 2023
1,536,460
Impairment
At 1 October 2022
1,111,444
Impairment losses
425,016
At 30 June 2023
1,536,460
Carrying amount
At 30 June 2023
-
At 30 September 2022
425,016
The company owns 100% of the ordinary share capital of E.S. Technology Limited. The registered office of E.S. Technology Limited is: Unit 2, Newnham Drive, Daventry, Northamptonshire, NN11 8YN. On 3 October 2023 this entity was dissolved and as a result the carrying value in this investment has been fully written down in the current period.
ROFIN-BAASEL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2023
- 8 -
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Corporation tax recoverable
22,371
4,283
Amounts owed by group undertakings
5,041,390
4,656,309
Other debtors
53,306
38,664
5,117,067
4,699,256
Deferred tax asset
36,582
31,579
5,153,649
4,730,835
Included in amounts owed by group undertakings is a loan of £3,000,000 to a fellow group undertaking. There is no fixed repayment date for the loan.
7
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
577
5,575
Amounts owed to group undertakings
21,687
167,351
Taxation and social security
36,047
41,162
Other creditors
184,011
137,682
242,322
351,770
8
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Andrew Lawes MA MSc FCA
Statutory Auditor:
Mercer & Hole LLP
Date of audit report:
2 May 2024
9
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2023
2022
£
£
6,930
9,529
ROFIN-BAASEL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2023
- 9 -
10
Related party transactions
The company has taken advantage of the exemption not to disclose transactions with other wholly owned group companies.
11
Parent company
The company is a subsidiary undertaking of Rofin-Sinar Technologies Europe SL, incorporated in Spain.
At the balance sheet date the directors considered that the ultimate controlling party is Coherent Corp. as a result of the size of their shareholding in Rofin-Sinar Technologies Inc. who ultimately own Rofin-Sinar Technologies Europe SL.
At the balance sheet date, the smallest group in which the results of the company are consolidated is that headed by Rofin-Sinar Technologies Europe SL registered at Poligono Arazuri-Orcoyen Calle C,n12, 31170 Arazuri-Olza, Navarra, Spain.
Copies of the group financial statements of Coherent Corp. are available from the registered office:
Coherent Corp.
375 Saxonburg Blvd,
Saxonburg,
PA 16056,
USA