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Sera Laboratories International Limited

Registered number: 03572986
Annual Report
For the year ended 31 December 2023

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
COMPANY INFORMATION


Directors
A Friedman 
R J Haigh 
P L Shukla 
M B Tobin 
L Fuller 
A Romoli 




Company secretary
Ogier Global (Uk) Limited



Registered number
03572986



Registered office
C/O Ogier Global (Uk) Limited
4th Floor, 3 St Helen's Place

London

United Kingdom

EC3A 6AB




Independent auditor
Forvis Mazars LLP
Chartered Accountants & Statutory Auditor

30 Old Bailey

London

EC4M 7AU





 
SERA LABORATORIES INTERNATIONAL LIMITED
 

CONTENTS



Page
Group strategic report
 
1 - 2
Directors' report
 
3 - 5
Independent auditor's report
 
6 - 10
Consolidated statement of comprehensive income
 
11
Consolidated statement of financial position
 
12 - 13
Company statement of financial position
 
14
Consolidated statement of changes in equity
 
15
Company statement of changes in equity
 
16
Consolidated statement of cash flows
 
17 - 18
Notes to the financial statements
 
19 - 44


 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their Strategic report for Sera Laboratories International Limited (the 'Company') and its subsidiaries (the 'Group') together with the audited financial statements for the year ended 31 December 2023.

Business review
 
The principal activity of the Group is to enable and accelerate medical breakthroughs that enhance and extend lives by delivering personalised biospecimen solutions to the life science and diagnostics industries.
There were no further acquisitions during the year ended 31 December 2023. 
The Group specializes in control and disease state samples including human and animal tissues, cell products, blood, and other biofluids. Our unmatched portfolio of clinical specimens directly supports precision medicine research and the effort to improve patient outcomes by coupling comprehensive clinical data with donor samples.
The Group results are a combination of the following companies:
 
Sera Laboratories International Ltd
Clinical Trial Laboratory Services Ltd
Tissue Solutions Ltd 
The Intelligent Tissue Group Ltd 
Cypex Limited
Fidelis Research EAD and its subsidiaries

Principal risks and uncertainties
 
The Group operates in a rapidly changing economic and technological environment that presents numerous risks. The key risks facing the business are:
- Foreign exchange exposure as the Group operates in a global market.
- Ever changing and enhancements on technology.
- Changes in regulatory and legislation within the Biotechnological market

- 1 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Financial key performance indicators
 
The key performance indicators (KPI’s) for the Group during the year were as follows:

2023
Restated 2022
£
£



Turnover
18,286,264
15,538,779

Gross profit
11,175,187
8,694,611

(Loss)/profit before tax
(5,043,063)
1,699,938

Refer to note 27 for more information on the prior year adjustment which effects the restated 2022 figures.
The Group continue to monitor its financial performance through the Group’s forecasts and projections.


This report was approved by the board and signed on its behalf by:



M B Tobin
Director

Date: 21 February 2025

- 2 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their annual report and the audited consolidated financial statements of Sera Laboratories International Limited (the 'Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023.

Principal activity

The principal activity of the Company and Group is to enable and accelerate medical breakthroughs that enhance and extend lives by delivering personalised biospecimen solutions to the life science and diagnostics industries. 

Results and dividends

The loss for the year, after taxation, amounted to £5,428,163 (Restated 2022: profit of £930,158).

The directors do not recommend the payment of a dividend for the year (2022: £nil).

Directors

The directors who served during the year and to the date of this report were:

A Friedman 
R J Haigh 
P L Shukla 
W Tempone (resigned 22 June 2023)
M B Tobin 
L Fuller (appointed 22 June 2023)
A Romoli (appointed 22 June 2023)

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Company and the Group 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 for the Group's financial statements 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; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

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

- 3 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Future developments

The Group is committed to enhancing and developing both its product portfolio and service offering. The directors believe the Group has sufficiently dedicated staff, financial strength and skilled management to lead to further profitable growth in the coming financial years.

Going concern

The directors have closely considered the financial position of the Company and the Group. The directors consider that the Group has adequate resources to continue in operation existence for at least twelve months from the date of signing these financial statements following the review of budgets and forecasts which confirm the Groups ability to settle obligations as and when they fall due. The Group is also assured of support from Cobalt Holdings I, LP, the ultimate controlling party.
On this basis the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Economic impact of global events

UK businesses are facing many uncertainties and challenges caused by political, economic, social, technological, legal and environmental factors. These uncertainties have contributed to an environment where a range of issues and risks exist, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.
The directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and has concluded that the greatest impact on the business is expected to be from the economic ripple effect on the global economy. The directors have taken account of these potential impacts in their going concern assessment.
The Group continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.

Qualifying third party indemnity provisions

The Group has granted an indemnity to one or more of its directors against liability in respect of proceedings brought by third parties, subject to the conditions set out in section 234 of the Companies Act 2006. Such qualifying third-party indemnity provision was in force during the year at the date of approving the Directors' report.

Provision of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the directors are aware, there is no relevant audit information of which the Company and the Group's auditor is unaware; and

the directors have taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Company or the Group since year end. 

- 4 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Auditor

The auditor, Forvis Mazars LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf by:
 





M B Tobin
Director

Date: 21 February 2025

- 5 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SERA LABORATORIES INTERNATIONAL LIMITED
 

Qualified Opinion - Group

We have audited the financial statements of Sera Laboratories International Limited (the ‘Parent Company’) and its subsidiaries (the 'Group') for the year ended 31 December 2023 which comprise the Consolidated statement of comprehensive income, Consolidated statement of financial position, Company Statement of financial position, Consolidated statement of changes in equity, Company statement of changes in equity, Consolidated statement of cash flows and notes to the financial statements, including a summary of significant accounting policies. 
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

In our opinion, except for the effects of the matter described in the “Basis for Qualified Opinion” section of our report, the financial statements:

give a true and fair view of the state of the Group's affairs as at 31 December 2023 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion – Parent Company
We have audited the financial statements of Sera Laboratories International Limited (the ‘Parent Company’) for the year ended 31 December 2023 which comprise the Company statement of financial position, Company statement of changes in equity, and notes to the financial statements, including a summary of significant accounting policies.  
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
 
give a true and fair view of the state of the Parent Company’s affairs as at 31 December 2023;
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.

- 6 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SERA LABORATORIES INTERNATIONAL LIMITED
 

Basis for Qualified Opinion
With respect to inventory in two of the group subsidiaries, having carrying value of £2,329,380 as at 31 December 2022, the audit evidence available to us was limited because we could not observe the counting of the physical inventory as at 31 December 2022. We were unable to obtain sufficient appropriate audit evidence regarding the inventory existence and condition by using alternative audit procedures. The stock as at 31 December 2022 forms the opening stock for the year ended 31 December 2023 and hence, the limitation on evidence of existence of stock at the beginning of the period means that we were unable to obtain sufficient audit evidence in respect of cost of sales recognised in the financial statements for the year ended 31 December 2023.
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 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 qualified opinion.

Basis for opinion – Parent Company

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 the 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.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group and the Parent Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the 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.
- 7 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SERA LABORATORIES INTERNATIONAL LIMITED
 

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.

As described in the ‘Basis for qualified opinion – group’ section of our report, we were unable to satisfy ourselves concerning the existence and condition of inventory of £2,329,380 held by two subsidiaries as at the previous year end 31 December 2022 which forms the opening stock for the year ended 31 December 2023. We have concluded that where other information refers to inventory, related balances such as cost of sales, or the result for the year, it may be materially misstated for the same reason.

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 the audit:
 
the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

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, in light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.
Arising solely of the limitation on the scope of our work relating to inventory, as set out in the ‘Basis for qualified opinion – group’ section of our report:
 
we have not obtained all the information and explanations that we considered necessary for the purpose of our audit.

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, or returns adequate for our audit have not been received from branches not visited by us; or
the 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.

- 8 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SERA LABORATORIES INTERNATIONAL LIMITED
 

Responsibilities of Directors

As explained more fully in the directors' responsibilities statement set out on page 3, 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 Group and the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors intend either to liquidate the Group or 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.
 
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
 
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. 

Based on our understanding of the Group and the Parent Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation and anti-money laundering regulation.

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
Inquiring of management and, where appropriate, those charged with governance, as to whether the Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
Considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud.  

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006.
- 9 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SERA LABORATORIES INTERNATIONAL LIMITED
 

In addition, we evaluated the directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the occurrence assertion), and significant one-off or unusual transactions. 

Our audit procedures in relation to fraud included but were not limited to:
Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
Gaining an understanding of the internal controls established to mitigate risks related to fraud;
Discussing amongst the engagement team the risks of fraud; and
Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of the audit report

This report is made solely to the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in 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 Company and the Company's members as a body for our audit work, for this report, or for the opinions we have formed.


 


Yuvan Deena (Senior Statutory Auditor)  
For and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor 
30 Old Bailey
London
EC4M 7AU

24 February 2025
- 10 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
Restated 2022
Note
£
£

  

Turnover
 4 
18,286,264
15,538,779

Cost of sales
  
(7,111,077)
(6,844,168)

Gross profit
  
11,175,187
8,694,611

Distribution costs
  
(145,526)
(139,394)

Administrative expenses
  
(15,351,177)
(7,431,063)

Operating (loss)/profit
 5 
(4,321,516)
1,124,154

Interest receivable and similar income
 9 
12,730
1,350

Interest payable and similar expenses
 10 
(1,781,325)
(544,429)

Foreign exchange gain on shareholder loans
  
1,047,048
1,118,863

(Loss)/profit before taxation
  
(5,043,063)
1,699,938

Tax on (loss)/profit
 11 
(385,100)
(769,780)

(Loss)/profit for the financial year
  
(5,428,163)
930,158

  

Currency translation differences
  
913,222
(900,816)

Total comprehensive (loss)/income for the year
  
(4,514,941)
29,342

(Loss)/profit for the year attributable to:
  

Owners of the Parent Company
  
(5,428,163)
930,158

Refer to note 27 for more information on the prior year adjustment which effects the restated 2022 figures.
The Consolidated statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

The notes on pages 19 to 44 form part of these financial statements.

- 11 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
REGISTERED NUMBER: 03572986

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
Restated 2022
Note
£
£

Fixed assets
  

Intangible assets
 12 
58,267,073
65,142,739

Tangible assets
 13 
2,022,861
2,237,615

  
60,289,934
67,380,354

Current assets
  

Stocks
 15 
4,488,870
2,303,372

Debtors: amounts falling due after more than one year
 16 
198,314
196,417

Debtors: amounts falling due within one year
 16 
36,333,585
33,498,531

Cash at bank and in hand
 17 
1,555,785
3,292,975

  
42,576,554
39,291,295

Creditors: amounts falling due within one year
 18 
(29,070,694)
(29,080,279)

Net current assets
  
 
 
13,505,860
 
 
10,211,016

Total assets less current liabilities
  
73,795,794
77,591,370

Creditors: amounts falling due after more than one year
 19 
(20,320,804)
(19,599,221)

Provisions for liabilities
  

Deferred taxation
 20 
(144,082)
(146,300)

  
 
 
(144,082)
 
 
(146,300)

Net assets
  
53,330,908
57,845,849


Capital and reserves
  

Called up share capital 
 21 
100
100

Foreign exchange reserve
 22 
12,406
(900,816)

Capital contribution reserve
 22 
51,247,057
51,247,057

Profit and loss account
 22 
2,071,345
7,499,508

Equity attributable to owners of the Parent Company
  
53,330,908
57,845,849

Total equity
  
53,330,908
57,845,849


- 12 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
REGISTERED NUMBER: 03572986
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023

Refer to note 27 for more information on the prior year adjustment which effects the restated 2022 figures.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




M B Tobin
Director

Date: 21 February 2025

The notes on pages 19 to 44 form part of these financial statements.

- 13 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
REGISTERED NUMBER: 03572986

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 13 
91,971
119,479

Investments in subsidiaries
 14 
19,696,188
19,696,188

  
19,788,159
19,815,667

Current assets
  

Stocks
 15 
598,950
669,477

Debtors: amounts falling due within one year
 16 
28,492,418
23,612,295

Cash at bank and in hand
 17 
791,857
813,245

  
29,883,225
25,095,017

Creditors: amounts falling due within one year
 18 
(21,334,744)
(19,822,921)

Net current assets
  
 
 
8,548,481
 
 
5,272,096

Total assets less current liabilities
  
28,336,640
25,087,763

  

Provisions for liabilities
  

Deferred taxation
 20 
(18,913)
(27,147)

Net assets
  
 
 
28,317,727
 
 
25,060,616


Capital and reserves
  

Called up share capital 
 21 
100
100

Capital contribution reserve
 22 
13,316,887
13,316,887

Profit and loss account
 22 
15,000,740
11,743,629

Total equity
  
28,317,727
25,060,616


The Company has elected to take exemption under Section 408 of the Companies Act not to present its own
Statement of comprehensive income in these financial statements. The profit for the year was £3,257,111 (2022: profit of £2,933,578).
The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


M B Tobin
Director

Date: 21 February 2025

The notes on pages 19 to 44 form part of these financial statements.

- 14 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Foreign exchange reserve
Capital contribution reserve (restated)
Profit and loss account (restated)
Total equity (restated)

£
£
£
£
£


At 1 January 2022
100
-
8,426,612
6,731,807
15,158,519


Comprehensive income for the year

Profit for the year (restated)
-
-
-
930,158
930,158

Currency translation differences
-
(900,816)
-
-
(900,816)


Other comprehensive loss for the year
-
(900,816)
-
-
(900,816)


Total comprehensive income for the year (restated)
-
(900,816)
-
930,158
29,342

Capital contribution from parent entity (restated)
-
-
42,820,445
(162,457)
42,657,988


Total transactions with owners
-
-
42,820,445
(162,457)
42,657,988



At 1 January 2023 (as previously stated)
100
(900,816)
71,411,847
6,922,654
77,433,785

Prior year adjustment (note 27)
-
-
(20,164,790)
576,854
(19,587,936)


At 1 January 2023 (as restated)
100
(900,816)
51,247,057
7,499,508
57,845,849


Comprehensive loss for the year

Loss for the year
-
-
-
(5,428,163)
(5,428,163)

Currency translation differences
-
913,222
-
-
913,222


Other comprehensive income for the year
-
913,222
-
-
913,222


Total comprehensive loss for the year
-
913,222
-
(5,428,163)
(4,514,941)


Total transactions with owners
-
-
-
-
-


At 31 December 2023
100
12,406
51,247,057
2,071,345
53,330,908


The notes on pages 19 to 44 form part of these financial statements.

- 15 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£


At 1 January 2022
100
8,426,612
8,810,051
17,236,763


Comprehensive income for the year

Profit for the year
-
-
2,933,578
2,933,578


Other comprehensive income for the year
-
-
-
-


Total comprehensive income for the year
-
-
2,933,578
2,933,578

Capital contribution from parent entity
-
4,890,275
-
4,890,275


Total transactions with owners
-
4,890,275
-
4,890,275



At 1 January 2023
100
13,316,887
11,743,629
25,060,616


Comprehensive income for the year

Profit for the year
-
-
3,257,111
3,257,111


Other comprehensive income for the year
-
-
-
-


Total comprehensive income for the year
-
-
3,257,111
3,257,111


Total transactions with owners
-
-
-
-


At 31 December 2023
100
13,316,887
15,000,740
28,317,727


The notes on pages 19 to 44 form part of these financial statements.

- 16 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
Restated 2022
£
£

Cash flows from operating activities

(Loss)/profit for the financial year
(5,428,163)
930,158

Adjustments for:

Amortisation of intangible assets
6,875,666
2,712,780

Depreciation of tangible assets
601,032
600,042

Foreign currency loss on tangible assets
109,858
-

Foreign currency gain on shareholder loans
(1,047,048)
(1,118,863)

Interest receivable and similar income
(12,730)
(1,350)

Interest payable and similar expenses
1,781,325
544,429

Taxation charge
383,100
-

(Increase)/decrease in stocks
(2,185,498)
2,024,382

Increase in debtors
(2,218,606)
(17,722,661)

Increase in creditors
913,338
14,664,863

Corporation tax (paid)/received
(1,937,871)
354,306

Foreign currency loss on translation of foreign subsidiaries
913,222
(900,816)

Net cash (used in)/generated from operating activities

(1,252,375)
2,087,270


Cash flows from investing activities

Purchase of tangible assets
(497,176)
(775,112)

Sale of tangible assets
1,040
-

Interest received
12,730
1,350

Consideration and other associated costs for business combinations
-
(65,022,860)

Cash acquired through business acquisition
-
2,096,799

Net cash used in investing activities

(483,406)
(63,699,823)
- 17 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


2023
2022

£
£


Cash flows from financing activities

New shareholder loans
-
20,164,790

Bank interest paid
-
(318)

Finance lease interest paid
(1,409)
(2,102)

Capital contribution from parent entity
-
42,657,988

Net cash (used in)/generated from financing activities
(1,409)
62,820,358

Net (decrease)/increase in cash and cash equivalents
(1,737,190)
1,207,805

Cash and cash equivalents at beginning of year
3,292,975
2,085,170

Cash and cash equivalents at the end of year
1,555,785
3,292,975


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,555,785
3,292,975


The notes on pages 19 to 44 form part of these financial statements.

- 18 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Sera Laboratories International Limited is a private company limited by shares and is incorporated in England and Wales. The Company's registered number is 03572986. The address of its registered office is C/O Ogier Global (Uk) Limited, 4th Floor, 3 St Helen's Place, London, United Kingdom, EC3A 6AB.
The principal activity of the Company and Group is to enable and accelerate medical breakthroughs that enhance and extend lives by delivering personalised biospecimen solutions to the life science and diagnostics industries. 

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The Company is a qualifying entity for the purposes of FRS 102 and has elected to take the exemption under FRS 102, para 1.12 (b) not to present the Company statement of cash flows.
The financial statements have been presented in Pound Sterling as this is the currency of the primary economic environment in which the Company operates and is rounded to the nearest pound.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

- 19 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Going concern

The directors have closely considered the financial position of the Company and the Group. The directors consider that the Group has adequate resources to continue in operation existence for at least twelve months from the date of signing these financial statements following the review of budgets and forecasts which confirm the Groups ability to settle obligations as and when they fall due. The Group is also assured of support from Cobalt Holdings I, LP, the ultimate controlling party.
On this basis the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentation currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates 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 cost 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 fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

All other foreign exchange gains and losses are presented in the Consolidated statement of comprehensive income within 'administrative expenses'.

 
2.5

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of turnover can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

- 20 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Interest receivable and similar income

Interest receivable and similar income is recognised in profit or loss using the effective interest method.

 
2.8

Interest payable and similar expenses

Interest payable and similar expenses 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.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in other taxation and social security as a liability in the Consolidated statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

- 21 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

- 22 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.12

Intangible assets

Business combinations and goodwill
Business combinations are accounted for by applying the purchase method.
The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction.
Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination.
On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured, they are disclosed on the same basis as other contingent liabilities.

Goodwill

Goodwill recognised represents the excess of the fair value and directly attributable costs of the purchase consideration over the fair values to the Group's interest in the identifiable net assets, liabilities and contingent liabilities acquired.
On acquisition, goodwill is allocated to cash-generating units (`CGU's') that are expected to benefit from the combination.
Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis, charged to profit or loss, over its useful economic life which is deemed to be ten years. Goodwill is assessed for impairment when there are indicators of impairment, and any impairment is charged to profit or loss. No reversals of impairment are recognised.
 
- 23 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.12
Intangible assets (continued)

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

IT software
-
years
Customer lists
-
5
years

Amortisation of intangible assets is charged to profit or loss within 'Administrative expenses'.

 
2.13

Tangible assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

- 24 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.13
Tangible assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives on a straight line basis.

Depreciation is provided on the following basis:

Freehold property
-
Buildings 25 to 50 years (Land not depreciated)
Leasehold improvements
-
Over the life of the lease
Plant and machinery
-
20 to 25%
Motor vehicles
-
33%
Fixtures and fittings
-
20 to 25%
Office equipment
-
20 to 25%
Computer equipment
-
20 to 33%

Freehold property constitutes land that is not subject to depreciation.
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Depreciation of tangible assets is charged to profit or loss within 'Administrative expenses'.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.15

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

- 25 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.17

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.


 
2.18

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.19

Financial instruments

The Group 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 Group's Statement of financial position when the Group 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 Group's cash and cash equivalents, trade and most other receivables due with 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.
 

- 26 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.19
Financial instruments (continued)

Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies 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 receipts 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.

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.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group 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 Group 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 Group's contractual obligations expire or are discharged or cancelled.

- 27 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In applying the Group’s accounting policies, the director is required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The director's judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.
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, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.
3.1 Critical judgements in applying the Group’s accounting policies
The critical judgements that the director has made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.
(i) Assessing indicators of impairment
In assessing intangible assets for Impairment, including investments and goodwill, the director makes certain estimates about the future, mainly sales volumes and prices, as well as appropriate discount rates.
Discount rates are determined with reference to observable rates obtained through recent financing transactions. Forecasted sales and expenses are estimated based on current operating levels, known future contracts and expense levels and adjusted for inflation and other observable market indicators as appropriate.
Regarding the main goodwill created during the year ended 31 December 2022 through the acquisition of a majority stake of Cypex Limited and Fidelis Research EAD, the directors have reviewed internal and external sources of information, prepared discounted cash flows for each acquisition and have concluded that indicators of impairment did not exist at year end.
3.2 Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

- 28 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Supply of medical research products
18,221,892
15,538,779

Other income
64,372
-

18,286,264
15,538,779


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
11,194,737
13,313,567

Rest of Europe
2,193,763
1,375,649

Rest of the world
4,897,764
849,563

18,286,264
15,538,779



5.


Operating (loss)/profit

The operating (loss)/profit is stated after charging/(crediting):

2023
2022
£
£

Depreciation of tangible assets
601,032
600,042

Amortisation of intangible assets
6,875,666
2,712,780

Exchange differences
231,430
(503,302)

Operating lease charges
764,024
484,695

Impairment of debtors
390,346
539,692

- 29 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Auditor's remuneration

2023
2022
£
£

Fees payable to the Group's auditor for the audit of the Group's annual financial statements

130,000
130,000

Fees payable to the Group's auditor in respect of:

Taxation compliance services
27,500
-

All other services
24,575
23,250


7.


Employees

Staff costs, including the directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
4,323,709
3,419,137
1,800,080
1,521,006

Social security costs
509,720
291,531
213,956
114,780

Cost of defined contribution scheme
110,957
80,995
68,157
50,119

4,944,386
3,791,663
2,082,193
1,685,905


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Employees
146
104
44
36

- 30 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
82,994
63,326

Group contributions to defined contribution pension schemes
1,590
-

84,584
63,326


Only 1 director (2022: 1) was remunerated during the year and was therefore the highest paid director.
During the year retirement benefits were accruing to 1 director (2022: nil) in respect of defined contribution pension schemes.

There were no key management personnel other than the directors.


9.


Interest receivable and similar income

2023
2022
£
£


Other interest receivable
12,730
1,350


10.


Interest payable and similar expenses

2023
Restated 2022
£
£


Bank interest payable
-
318

Interest payable on shareholder loans
1,779,916
542,009

Finance leases and hire purchase contracts
1,409
2,102

1,781,325
544,429

Refer to note 27 for more information on the prior year adjustment which effects the restated 2022 figures.

- 31 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
12,189
686,394

Adjustments in respect of previous periods
131,982
63,004

Foreign tax


Foreign tax on income for the year
243,147
-

243,147
-

Total current tax
387,318
749,398

Deferred tax


Origination and reversal of timing differences
(59,872)
(3,548)

Adjustment in respect of prior periods
57,654
13,062

Effect of tax rate change on opening
balance
-
10,868

Total deferred tax
(2,218)
20,382


Taxation on (loss)/profit
385,100
769,780
- 32 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022: higher than) the standard rate of corporation tax in the UK of 23.52% (2022:19%). The differences are explained below:

2023
2022
£
£


(Loss)/profit before tax
(5,043,063)
1,699,938


(Loss)/profit before tax multiplied by standard rate of corporation tax in the UK of 23.52% (2022: 19%)
(1,186,128)
322,988

Effects of:


Fixed asset differences
24,839
30,717

Expenses not deductible for tax purposes
1,624,767
230,261

Other permanent differences
(266,045)
-

Adjustment to tax charge in respect of previous periods
131,973
63,004

Adjustment to tax charge in respect of previous periods - deferred tax
57,654
13,062

Remeasurement of deferred tax for changes in tax rates
(1,960)
10,868

Overseas taxes
-
212,720

Other adjustments
-
(113,840)

Total tax charge for the year
385,100
769,780


Factors that may affect future tax charges

From 1 April 2023, the rate of corporation tax in the United Kingdom has increased from 19% to 25%. Companies with profits of £50,000 or less are continuing to be taxed at 19%, which is a new small profits rate. Where taxable profits are between £50,000 and £250,000, the higher 25% rate will apply but with a marginal relief applying as profits increase. Deferred tax recognised during the year has been calculated at 25%.

- 33 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Intangible assets

Group and Company





IT software
Customer list
Goodwill
Total

£
£
£
£



Cost


At 1 January 2023 
21,595
233,813
70,271,659
70,527,067



At 31 December 2023

21,595
233,813
70,271,659
70,527,067



Amortisation


At 1 January 2023 
5,048
58,453
5,320,827
5,384,328


Charge for the year
5,065
23,381
6,847,220
6,875,666



At 31 December 2023

10,113
81,834
12,168,047
12,259,994



Net book value



At 31 December 2023
11,482
151,979
58,103,612
58,267,073



At 31 December 2022
16,547
175,360
64,950,832
65,142,739



- 34 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Tangible assets

Group






Freehold property
Leasehold improvements
Plant and machinery
Motor vehicles

£
£
£
£



Cost


At 1 January 2023
359,060
781,529
94,356
278,326


Additions
-
37,569
78,224
60,350


Disposals
-
-
-
-


Exchange adjustments
-
(106,163)
-
(6,054)



At 31 December 2023

359,060
712,935
172,580
332,622



Depreciation


At 1 January 2023
-
144,208
3,370
137,086


Charge for the year
6,471
110,915
20,832
51,319


Disposals
-
-
-
-


Exchange adjustments
-
(205)
-
(5,268)



At 31 December 2023

6,471
254,918
24,202
183,137



Net book value



At 31 December 2023
352,589
458,017
148,378
149,485



At 31 December 2022
359,060
637,321
90,986
141,240
- 35 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           13.Tangible assets (continued)


Fixtures and fittings
Office equipment
Computer equipment
Total

£
£
£
£



Cost


At 1 January 2023
1,473,024
13,098
200,726
3,200,119


Additions
297,992
10,383
12,658
497,176


Disposals
-
-
(107,737)
(107,737)


Exchange adjustments
(10,034)
(178)
7,732
(114,697)



At 31 December 2023

1,760,982
23,303
113,379
3,474,861



Depreciation


At 1 January 2023
525,163
6,422
146,255
962,504


Charge for the year
383,388
2,796
25,311
601,032


Disposals
-
-
(106,697)
(106,697)


Exchange adjustments
2,767
(1,676)
(457)
(4,839)



At 31 December 2023

911,318
7,542
64,412
1,452,000



Net book value



At 31 December 2023
849,664
15,761
48,967
2,022,861



At 31 December 2022
947,861
6,676
54,471
2,237,615

- 36 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           13.Tangible assets (continued)


Company






Leasehold improvements
Fixtures and fittings
Total

£
£
£

Cost


At 1 January 2023
36,323
173,692
210,015


Additions
-
29,536
29,536



At 31 December 2023

36,323
203,228
239,551



Depreciation


At 1 January 2023
13,467
77,069
90,536


Charge for the year
10,774
46,270
57,044



At 31 December 2023

24,241
123,339
147,580



Net book value



At 31 December 2023
12,082
79,889
91,971



At 31 December 2022
22,856
96,623
119,479

Neither the Company or Group hold any tangible fixed assets under finance leases.






- 37 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Investments in subsidiaries

Company





Investments in subsidiary companies

£



Cost


At 1 January 2023
21,776,713



At 31 December 2023

21,776,713



Impairment


At 1 January 2023
2,080,525



At 31 December 2023

2,080,525



Net book value



At 31 December 2023
19,696,188



At 31 December 2022
19,696,188

- 38 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Clinical Trials Laboratory Services Limited
Suite 1, 7th Floor 50 Broadway, London, United Kingdom, SW1H 0BL
Ordinary
100%
The Intelligent Tissue Group Limited
4th Floor 115 George Street, Edinburgh, Scotland, EH2 4JN
Ordinary
100%
Tissue Solutions Limited*
4th Floor 115 George Street, Edinburgh, Scotland, EH2 4JN
Ordinary
100%
Cypex Limited
4th Floor, 115 George Street, Edinburgh, Scotland, EH2 4JN
Ordinary
100%
Fidelis Research EAD*
Sofia 1799 Bulgaria. 44A Sveti Kipriyan St., fl.4.
Ordinary
100%
Fidelis Research RS DOO*
Bulevar Crvene Armije, 11b/21, 11070 Belgrade, Serbia
Ordinary
100%
Fidelis Research SRL*
139 Calea Plevnei Str., floor 1, 060011 Bucharest, Romania
Ordinary
100%
Fidelis Tibbi Arastirma va Gelistirme*
Küçükbakkalköy Mahallesi Ali Ay sokak No 19/A Iç kapi no 402 Atasehir Istanbul
Ordinary
100%
Fidelis Research*
Zagreb (Grad Zagreb) Savska cesta 32
Ordinary
100%

The financial statements for the wholly owned subsidiaries Clinical Trials Laboratory Services Limited, The Intelligent Tissue Group Limited, Cypex Limited and Tissue Solutions Limited have taken the parent guarantee exemption from audit under section 479A of the Companies Act 2006 relating to the subsidiary company for the year ended 31 December 2023. This guarantee is provided by Sera Laboratories International Limited.
*indirect subsidiaries


15.


Stocks

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Finished goods
4,488,870
2,303,372
598,950
669,477


The carrying value of stocks are stated net of provision totalling £288,908 (2022: £388,054).

- 39 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Due after more than one year

Other debtors
198,314
196,417
-
-


Other debtors relate to rent deposits.

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Due within one year

Trade debtors
2,933,079
2,977,814
1,825,342
1,934,071

Amounts owed by group undertakings
31,326,883
27,966,184
25,895,610
21,542,117

Other debtors
168,568
72,052
-
1,488

Prepayments and accrued income
1,286,710
2,482,481
126,993
134,619

Tax recoverable
618,345
-
644,473
-

36,333,585
33,498,531
28,492,418
23,612,295


Trade debtors are stated net of a provision of £390,346 (2022: £552,240) for the Group.
Amounts owed by group undertakings are unsecured, interest free and payable on demand.


17.


Cash at bank and in hand

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
1,555,785
3,292,975
791,857
813,245


- 40 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Creditors: amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Trade creditors
790,336
3,113,226
418,593
2,357,467

Amounts owed to group undertakings
25,888,763
22,433,138
20,395,700
15,730,154

Corporation tax
-
934,208
13,933
681,706

Other taxation and social security
276,321
536,495
168,784
462,305

Obligations under finance lease and hire purchase contracts
54,790
78,037
-
-

Other creditors
161,326
228,234
57,043
161,236

Accruals and deferred income
1,899,158
1,756,941
280,691
430,053

29,070,694
29,080,279
21,334,744
19,822,921


Amounts owed to group undertakings are unsecured, interest free and repayable on demand.


19.


Creditors: amounts falling due after more than one year

Group
Group
2023
2022
£
£

Shareholder loans
20,320,804
19,587,936

Other creditors
-
11,285

20,320,804
19,599,221


Shareholder loans are unsecured, bear interest at a rate of 9.8% and repayable in 2028.



- 41 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Deferred taxation


Group



2023
2022


£

£






At beginning of year
(146,300)
(140,572)


Credited/(charged) to profit or loss
2,218
(20,382)


Arising on business combinations
-
10,557


Utilised in year
-
4,097



At end of year
(144,082)
(146,300)

Company


2023
2022


£

£






At beginning of year
(27,147)
(34,185)


Credited to profit or loss
8,234
7,038



At end of year
(18,913)
(27,147)

The provision for deferred taxation is made up as follows:

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Fixed asset timing differences
(171,860)
(182,146)
(21,713)
(28,307)

Short term timing differences
6,919
20,508
2,800
1,160

Losses and other deductions
58,854
32,876
-
-

Business acquisitions
-
(17,538)
-
-

Other
(37,995)
-
-
-

(144,082)
(146,300)
(18,913)
(27,147)

- 42 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Called up share capital

2023
2022
£
£
Allotted, called up and fully paid



100 (2022: 100) ordinary shares of £1 each
100
100

Each ordinary share has attached to it full voting, participation and dividend rights.


22.


Reserves

Foreign exchange reserve

This reserve represents the accumulated effect of translation of foreign operations. 

Capital contribution reserve

The capital contribution reserve represents an irrevocable capital transfer from the parent company, held in equity.

Profit and loss account

The profit and loss account includes all current period retained losses.


23.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund including candidate pension and amounted to £110,957 (2022: £80,995). Contributions totalling £29,812 (2022: £29,837) were payable to the fund at the reporting date and are included in creditors.


24.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Not later than 1 year
577,866
538,141
56,260
56,260

Later than 1 year and not later than 5 years
669,303
1,151,873
98,455
154,715

1,247,169
1,690,014
154,715
210,975

- 43 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

25.Finance lease commitments

There were no finance lease commitments in the Company or Group at year end. 


26.


Related party transactions

The Group has taken advantage of the exemption contained in FRS 102 from disclosing intra-group transactions eliminated on consolidation.
The Group and the Company have taken advantage of the exemption under paragraph 33.1A of Financial Reporting Standard 102 not to disclose arms-length transactions with other wholly owned members of the Group.


27.


Prior year adjustment

The directors have reviewed the accounting treatment of the funding used for the acquisition of Fidelis Research EAD in 2022 and noted that $23m of the £60.1m introduced into Tissue Solutions Limited to fund the acquisition should have been treated as a shareholder loan, rather than capital contribution. The related interest expense on the shareholder loan of £0.54m and the resulting foreign currency gain (in relation to year end translation of the loan) of £1.12m should also have been recognised in the 2022 financial statements. 
The restatement results in a reduction to capital contribution reserve of £20.16m, an increase shareholder loans of £19.59m, an increase in interest payable on shareholder loans of £0.54m and an increase in foreign exchange gains of £1.12m. This has been applied to the comparative financial information above. The adjustment has resulted in a reduction to equity of £20.16m, an increase to liabilities of £19.59m and an increase to profit before tax of £0.57m.


28.


Post balance sheet events

There have been no significant events affecting the Company or the Group since year end. 


29.


Controlling party

The immediate parent entity is BioIVT LLC, a company incorporated in the United States. The registered office address of the Company is 123 Frost Street, Suite 115, Westbury, NY 11590.
The largest group which produces consolidated financial statements in which the Company is included is BioIVT LLC, whose financial statements are not publicly available.
The ultimate controlling party is Cobalt Holdings I, LP, a company incorporated in the United States.

- 44 -