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Registered number: 13208513









Bioscript Midco 1 Limited









Annual Report and Financial Statements

For the Year Ended 30 September 2024

 
Bioscript Midco 1 Limited
 
 
Company Information


Directors
G Silver 
J Maxwell 




Registered number
13208513



Registered office
Suite A, Greenway House
Larkwood Way

Tytherington Business Park

Macclesfield

United Kingdom

SK10 2XR




Independent auditor
Forvis Mazars LLP
Chartered Accountants & Statutory Auditor

One St Peter's Square

Manchester

M2 3DE





 
Bioscript Midco 1 Limited
 

Contents



Page
Strategic Report
 
1
Directors' Report
 
2 - 3
Independent Auditor's Report
 
4 - 7
Statement of Income and Retained Earnings
 
8
Balance Sheet
 
9
Statement of Changes in Equity
 
10 - 11
Notes to the Financial Statements
 
12 - 21


 
Bioscript Midco 1 Limited
 
 
Strategic Report
For the Year Ended 30 September 2024

Business review
 
Bioscript Midco 1 Limited (the "Company") is a holding company and does not trade. The Company's parent company is Bioscript Holdings Limited. 

The Company has six main trading subsidiaries; the principal activity of all six is the provision of services to support pharmaceutical companies including regulatory support, market access and strategic medical communications.

Principal risks and uncertainties
 
The Company, being a holding company, is reliant on the subsidiary undertakings performance. The board of directors continually identify, monitor and manage potential risks and uncertainties.

Financial key performance indicators
 
The Company is a holding company and does not trade and as such does not have any financial key performance indicators.

Other key performance indicators
 
The Company is a holding company and does not trade and as such does not have any other key performance indicators.


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



J Maxwell
Director

Date: 27 June 2025

Page 1

 
Bioscript Midco 1 Limited
 
 
 
Directors' Report
For the Year Ended 30 September 2024

The directors present their report and the audited financial statements of the Company for the year ended 30 September 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £2,559,853 (2023: £1,024,060).

No dividends were paid during the year (2023: £Nil).

Directors

The directors who served during the year were:

A Medley (resigned 19 April 2024)
G Silver 
J Maxwell (appointed 15 February 2024)

Going concern

The financial statements have been prepared on a going concern basis. The following paragraphs set out the basis of which the directors have reached their conclusions.
The Company had net assets of £4,430,681 
(2023: £6,090,534) at 30 September 2024.
Therefore, the directors believe it is appropriate to prepare the accounts to 30 September 2024 on a going concern basis and there will be no adverse effect on solvency for more than 12 months after the date of approval of the financial statements. 

Page 2

 
Bioscript Midco 1 Limited
 
 
 
Directors' Report (continued)
For the Year Ended 30 September 2024

Disclosure 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 director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

the director has 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's auditor is aware of that information.

Post balance sheet events

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

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.
 




J Maxwell
Director

Date: 27 June 2025

Page 3

 
Bioscript Midco 1 Limited
 
 
 
Independent Auditor's Report to the Members of Bioscript Midco 1 Limited
 

Opinion


We have audited the financial statements of Bioscript Midco 1 Limited (the 'Company') for the year ended 30 September 2024, which comprise the Statement of Income and Retained Earnings, the Balance Sheet, the Statement of Changes in Equity and the related notes, 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 Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion, the financial statements:


give a true and fair view of the state of the Company's affairs as at 30 September 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the "Auditor's responsibilities for the audit of the financial statements" section of our report. We are independent of the 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 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.


Page 4

 
Bioscript Midco 1 Limited
 
 
 
Independent Auditor's Report to the Members of Bioscript Midco 1 Limited (continued)


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 ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the 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 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
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


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.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 2, 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 Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 5

 
Bioscript Midco 1 Limited
 
 
 
Independent Auditor's Report to the Members of Bioscript Midco 1 Limited (continued)


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 company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: 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 and the Companies Act 2006. 
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 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.


Page 6

 
Bioscript Midco 1 Limited
 
 
 
Independent Auditor's Report to the Members of Bioscript Midco 1 Limited (continued)


Use of our 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 2006Our 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.





Christopher Martin (Senior Statutory Auditor)
for and on behalf of Forvis Mazars LLP
Chartered Accountants & Statutory Auditor
One St Peter's Square
Manchester
M2 3DE

27 June 2025
Page 7

 
Bioscript Midco 1 Limited
 
 
Statement of Income and Retained Earnings
For the Year Ended 30 September 2024

2024
2023
Note
£
£

  

Interest receivable and similar income
 6 
3,913,386
3,913,386

Interest payable and similar expenses
 7 
(6,482,458)
(4,795,667)

Loss before tax
  
(2,569,072)
(882,281)

Tax on loss
 8 
9,219
(141,779)

Loss after tax
  
(2,559,853)
(1,024,060)

  

  

Retained earnings at the beginning of the year
  
(934,301)
89,759

  
(934,301)
89,759

Loss for the year
  
(2,559,853)
(1,024,060)

Retained earnings at the end of the year
  
(3,494,154)
(934,301)
The notes on pages 12 to 21 form part of these financial statements.

Page 8

 
Bioscript Midco 1 Limited
Registered number: 13208513

Balance Sheet
As at 30 September 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 9 
8,072,087
7,172,087

  
8,072,087
7,172,087

Current assets
  

Debtors: amounts falling due within one year
 10 
50,124,781
44,307,269

  
50,124,781
44,307,269

Creditors: amounts falling due within one year
 11 
(12,615,159)
(7,218,004)

Net current assets
  
 
 
37,509,622
 
 
37,089,265

Total assets less current liabilities
  
45,581,709
44,261,352

Creditors: amounts falling due after more than one year
 12 
(41,151,028)
(38,170,818)

  

Net assets
  
4,430,681
6,090,534


Capital and reserves
  

Called up share capital 
 14 
5,076,176
4,176,176

Share premium account
 15 
2,848,659
2,848,659

Profit and loss account
 15 
(3,494,154)
(934,301)

  
4,430,681
6,090,534


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




J Maxwell
Director

Date: 27 June 2025

The notes on pages 12 to 21 form part of these financial statements.

Page 9

 
Bioscript Midco 1 Limited
 

Statement of Changes in Equity
For the Year Ended 30 September 2024


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 October 2023
4,176,176
2,848,659
(934,301)
6,090,534


Comprehensive income for the year

Loss for the year
-
-
(2,559,853)
(2,559,853)
Total comprehensive income for the year
-
-
(2,559,853)
(2,559,853)

Shares issued during the year
900,000
-
-
900,000


Total transactions with owners
900,000
-
-
900,000


At 30 September 2024
5,076,176
2,848,659
(3,494,154)
4,430,681


The notes on pages 12 to 21 form part of these financial statements.

Page 10

 
Bioscript Midco 1 Limited
 

Statement of Changes in Equity
For the Period Ended 30 September 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 October 2022
4,176,176
2,833,300
89,759
7,099,235


Comprehensive income for the year

Loss for the year
-
-
(1,024,060)
(1,024,060)
Total comprehensive income for the year
-
-
(1,024,060)
(1,024,060)

Shares appreciated during the year
-
15,359
-
15,359


Total transactions with owners
-
15,359
-
15,359


At 30 September 2023
4,176,176
2,848,659
(934,301)
6,090,534


The notes on pages 12 to 21 form part of these financial statements.

Page 11

 
Bioscript Midco 1 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 30 September 2024

1.


General information

Bioscript Midco 1 Limited is a private company limited by share capital. The Company was incorporated in England, company number 13208513. The address of the registered office and principal place of business is Suite A, Greenway House, Larkwood Way, Tytherington Business Park, Macclesfield, United Kingdom, SK10 2XR.

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 management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial reporting standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Bioscript Holdings Limited as at 30 September 2024 and these financial statements may be obtained from Suite A, Greenway House, Larkwood Way, Tytherington Business Park, Macclesfield, United Kingdom, SK10 2XR.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent Company that is also a subsidiary included in the consolidated financial statements of its immediate parent undertaking established under the law of an EEA state and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
The Company is included in the consolidation of Bioscript Holdings Limited and the consolidated financial statements of Bioscript Holdings Limited may be obtained from Suite A, Greenway House, Larkwood Way, Tytherington Business Park, Macclesfield, United Kingdom, SK10 2XR. 

Page 12

 
Bioscript Midco 1 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 30 September 2024

2.Accounting policies (continued)

 
2.4

Going concern

The financial statements have been prepared on a going concern basis. The following paragraphs set out the basis of which the directors have reached their conclusions.
The Company had net assets of £4,430,681
 (2023: £6,090,534) at 30 September 2024.
Therefore, the directors believe it is appropriate to prepare the accounts to 30 September 2024 on a going concern basis and there will be no adverse effect on solvency for more than 12 months after the date of approval of the financial statements. 

 
2.5

Interest income

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

 
2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.7

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 balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet 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; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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 balance sheet date.

 
2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 13

 
Bioscript Midco 1 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 30 September 2024

2.Accounting policies (continued)

 
2.9

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.

 
2.10

Creditors

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

  
2.11

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

Page 14

 
Bioscript Midco 1 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 30 September 2024

2.Accounting policies (continued)

 
2.12

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Investments in non-derivative instruments that are equity to the issuer are measured:
at fair value with changes recognised in the Statement of Income and Retained Earnings if the shares are publicly traded or their fair value can otherwise be measured reliably;
at cost less impairment for all other investments.
 
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Income and Retained Earnings.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make significant judgements and estimates that
affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses
incurred during the period. Actual outcomes may differ from these judgements, estimates and assumptions. The directors believe that judgements, estimates and assumptions do not have a significant risk of causing a material
difference to the carrying amounts of the assets and liabilities within the next financial year.

Page 15

 
Bioscript Midco 1 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 30 September 2024

4.


Auditor's remuneration



Auditor’s remuneration of £2,648 (2023: £2,596) relating to the Company was borne by a group company, Bioscript Limited.





5.


Employees




The Company has no employees other than the directors, who did not receive any remuneration (2023: £Nil).


6.


Interest receivable

2024
2023
£
£


Interest receivable from group companies
3,913,386
3,913,386


7.


Interest payable and similar expenses

2024
2023
£
£


Loan note interest
6,482,458
4,795,667

Page 16

 
Bioscript Midco 1 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 30 September 2024

8.


Taxation


2024
2023
£
£

Corporation tax


Adjustments in respect of previous periods
(9,219)
38,765


Total current tax
(9,219)
38,765

Deferred tax


Origination and reversal of timing differences
-
103,014

Total deferred tax
-
103,014


Taxation on loss on ordinary activities
(9,219)
141,779

Factors affecting tax (credit) / charge for the year

The tax assessed for the year is higher than (2023: higher than) the standard rate of corporation tax in the UK of 25% (2023: 25%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(2,569,072)
(882,281)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023: 25%)
(642,268)
(220,570)

Effects of:


Expenses not deductible for tax purposes
1,620,615
1,301,931

Adjustments in respect of previous periods
(9,219)
38,765

Group relief
(978,347)
(978,347)

Total tax (credit) / charge for the year
(9,219)
141,779

Page 17

 
Bioscript Midco 1 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 30 September 2024

9.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 October 2023
7,172,087


Additions
900,000



At 30 September 2024
8,072,087





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Bioscript Midco 2 Limited
Suite A, Greenway House Larkwood Way, Tytherington Business Park, Macclesfield United Kingdom, SK10 2XR
Ordinary
100%

Additions during the year related to additional share issues in Bioscript Midco 2 Limited.


10.


Debtors

2024
2023
£
£


Amounts owed by group undertakings
50,124,781
44,307,269


Page 18

 
Bioscript Midco 1 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 30 September 2024

11.


Creditors: Amounts falling due within one year

2024
2023
£
£

Amounts owed to group undertakings
263,611
332,393

Corporation tax
-
38,665

Other creditors
-
37,600

Accruals and deferred income
12,351,548
6,809,346

12,615,159
7,218,004


The Group has given a guarantee in respect of a loan advance to a Group subsidiary. The maximum potential liability to the Company as at 30 September 2024 amounted to £26,964,466 (2023: £23,279,243).


12.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Loan notes
38,126,200
36,063,946

Accruals and deferred income
3,024,828
2,106,872

41,151,028
38,170,818


See note 13 for full details in respect of loan notes issued.

Page 19

 
Bioscript Midco 1 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 30 September 2024

13.


Loans


Analysis of the maturity of loans is given below:


2024
2023
£
£



Amounts falling due 2-5 years

Loan notes
35,990,546
33,063,946

Amounts falling due after more than 5 years

Loan notes
2,135,654
3,000,000

38,126,200
36,063,946


Loan notes were issued to management totalling £7,509,321 (2023: £7,159,190). £6,973,132, £321,713 and £214,476 of the loan notes attract interest at 12%, 16% and 20% per annum correspondingly (2023: £6,837,477 and £321,713 of the loan notes attract interest at 12% and 16% per annum correspondingly). During the year, interest of £917,956 (2023: £885,984) was incurred. The loan note and interest are redeemable 6 years from the anniversary date.
Loan notes were also issued by the shareholders totalling £30,616,879 
(2023: £28,904,756). £26,153,068 and £2,678,287 and £1,785,524 of the loan notes attract interest at 12%, 16% and 20% per annum correspondingly (2023: £26,226,469 and £2,678,287 of the loan notes attract interest at 12% and 16% per annum correspondingly). During the year, interest of £5,564,502 (2023: £3,909,683) was incurred. The loan notes and interest are redeemable at par 6 years from the anniversary date.

Page 20

 
Bioscript Midco 1 Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 30 September 2024

14.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



507,617,075 (2023: 417,617,075) Ordinary shares of £0.01 each
5,076,176
4,176,176


During the year the Company issued 90,000,000 Ordinary shares at £0.01 each. The amount paid in respect of the Ordinary shares was £900,000. (2023: no shares were issued).


15.


Reserves

Share premium account

The share premium account includes any premiums received on issue of share capital. Any transaction costs
associated with the issuing of shares are deducted from share premium.

Profit and loss account

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


16.


Related party transactions

The directors have chosen not to disclose transactions entered with other companies wholly owned within group as permitted under FRS102 paragraph 33.1A.
Refer to Note 13 for further detail on loan notes issued by related parties.


17.


Controlling party

The ultimate parent company is Bioscript Holdings Limited, a company registered in England and Wales, company number 13203898. 

Page 21