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Registered number: 13216692









Bioscript Limited









Annual Report and Financial Statements

For the Year Ended 30 September 2024

 
Bioscript Limited
 
 
Company Information


Directors
G Silver 
J Maxwell 




Registered number
13216692



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 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 - 26


 
Bioscript Limited
 
 
Strategic Report
For the Year Ended 30 September 2024

Introduction
 
Bioscript Limited (the “Company”) is a holding company. The Company’s parent company is Bioscript Midco 2 Limited.

The main trading subsidiaries of the Company are Bioscript Stirling Limited, Meridian Healthcomms Limited, Fortis
Pharma Consulting Limited, Valid Insight Limited, Bioscript Science LLC and Enzyme Communications Ltd. The principal activities of these companies are 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 with the main trading company in the Group being Bioscript Stirling Limited, 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 have any financial key performance indicators.

Other key performance indicators
 
The Company is a holding company and 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 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 £9,284,819 (2023:  £21,539,692).

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

Directors

The directors who served during the year were:

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

Page 2

 
Bioscript Limited
 
 
 
Directors' Report (continued)
For the Year Ended 30 September 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 conclusion.
The Company has net current liabilities of £68,479,982
 (2023: £59,928,046) and net liabilities of £26,334,912 (2023:
£17,950,093)
 at 30 September 2024.
The Company relies on continuing financial support of group companies to enable it to continue operating and meet its liabilities as they fall due. The Company has received confirmation that this support will continue for a period of at least 12 months from the date of approval of the financial statements.
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.

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 LLP, will 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 Limited
 
 
 
Independent Auditor's Report to the Members of Bioscript Limited
 

Opinion


We have audited the financial statements of Bioscript 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 Limited
 
 
 
Independent Auditor's Report to the Members of Bioscript 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 Limited
 
 
 
Independent Auditor's Report to the Members of Bioscript 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: employment regulation, health and safety regulation, 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 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, revenue recognition (which we pinpointed to the cut-off 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.

Page 6

 
Bioscript Limited
 
 
 
Independent Auditor's Report to the Members of Bioscript 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 Limited
 
 
Statement of Income and Retained Earnings
For the Year Ended 30 September 2024

2024
2023
Note
£
£

  

Turnover
 4 
1,142,823
1,275,418

Cost of Sales
  
(583,062)
(33,838)

Gross profit
  
559,761
1,241,580

Administrative expenses
  
(2,751,517)
(14,524,478)

Other operating income
 5 
990,777
-

Operating loss
 6 
(1,200,979)
(13,282,898)

Interest receivable and similar income
 10 
83,172
-

Interest payable and similar expenses
 11 
(8,174,869)
(8,237,133)

Loss before tax
  
(9,292,676)
(21,520,031)

Tax on loss
 12 
7,857
(19,661)

Loss after tax
  
(9,284,819)
(21,539,692)

  

  

Retained earnings at the beginning of the year
  
(25,122,180)
(3,582,488)

  
(25,122,180)
(3,582,488)

Loss for the year
  
(9,284,819)
(21,539,692)

Retained earnings at the end of the year
  
(34,406,999)
(25,122,180)
The notes on pages 12 to 26 form part of these financial statements.

Page 8

 
Bioscript Limited
Registered number: 13216692

Balance Sheet
As at 30 September 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 13 
51,433
81,692

Investments
 14 
63,659,546
59,162,948

  
63,710,979
59,244,640

Current assets
  

Debtors: amounts falling due within one year
 15 
1,830,208
939,262

Cash at bank and in hand
 16 
41,086
3,577

  
1,871,294
942,839

Creditors: amounts falling due within one year
 17 
(70,351,276)
(60,870,885)

Net current liabilities
  
 
 
(68,479,982)
 
 
(59,928,046)

Total assets less current liabilities
  
(4,769,003)
(683,406)

Creditors: amounts falling due after more than one year
 18 
(21,557,245)
(17,250,166)

Provisions for liabilities
  

Deferred tax
 20 
(8,664)
(16,521)

  
 
 
(8,664)
 
 
(16,521)

Net liabilities
  
(26,334,912)
(17,950,093)


Capital and reserves
  

Called up share capital 
 21 
5,223,428
4,323,428

Share premium account
 22 
2,848,659
2,848,659

Profit and loss account
 22 
(34,406,999)
(25,122,180)

  
(26,334,912)
(17,950,093)


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 26 form part of these financial statements.

Page 9

 
Bioscript 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
4,323,428
2,848,659
(25,122,180)
(17,950,093)


Comprehensive income for the year

Loss for the year
-
-
(9,284,819)
(9,284,819)
Total comprehensive income for the year
-
-
(9,284,819)
(9,284,819)

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


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


At 30 September 2024
5,223,428
2,848,659
(34,406,999)
(26,334,912)


The notes on pages 12 to 26 form part of these financial statements.

Page 10

 
Bioscript Limited
 

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


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

£
£
£
£

At 1 October 2022
4,323,428
2,833,300
(3,582,488)
3,574,240


Comprehensive income for the year

Loss for the year
-
-
(21,539,692)
(21,539,692)
Total comprehensive income for the year
-
-
(21,539,692)
(21,539,692)

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


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


At 30 September 2023
4,323,428
2,848,659
(25,122,180)
(17,950,093)


The notes on pages 12 to 26 form part of these financial statements.

Page 11

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

1.


General information

Bioscript Limited is a private company limited by share capital. The Company was incorporated in England, company number 13216692. 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. The principal activity during the year was that of a holding company. 

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 or Companies House. 

Page 12

 
Bioscript 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 conclusion.
The Company has net current liabilities of £68,479,982 
(2023: £59,928,046) and net liabilities of £26,334,912
(2023: £17,950,093) at 30 September 2024.
The Company relies on continuing financial support of group companies to enable it to continue operating and meet its liabilities as they fall due. The Company has received confirmation that this support will continue for a period of at least 12 months from the date of approval of the financial statements.
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

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational 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 except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Income and Retained Earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 13

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

2.Accounting policies (continued)

 
2.6

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue 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 revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.7

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.

 
2.8

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 14

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

2.Accounting policies (continued)

 
2.9

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.

 
2.10

Tangible fixed 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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Computer equipment
-
33%
straight line

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.

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

 
2.11

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 15

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

2.Accounting policies (continued)

  
2.12

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.

 
2.13

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. 

  
2.14

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.

  
2.15

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.

 
2.16

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.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make significant judgements, estimates and assumptions that affect amounts reported for assets and liabilities as at the reporting date and the amounts reported for revenues and expenses during the period. However, the nature of estimation means that 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 16

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

4.


Turnover

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


2024
2023
£
£

Other revenue and rebates
47,479
-

Intercompany sales
1,095,344
1,275,418

1,142,823
1,275,418


Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
1,110,837
1,242,220

Rest of Europe
8,968
16,232

Rest of the World
23,018
16,966

1,142,823
1,275,418



5.


Other operating income

2024
2023
£
£

Unrealised foreign currency gains
990,777
-



6.


Operating loss

The operating loss is stated after charging:

2024
2023
£
£

Depreciation of tangible fixed assets
29,831
8,706

Exchange difference
2,533
1,279,243

Impairment of investment in subsidiary
-
10,300,000

Page 17

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

7.


Auditor's remuneration

Fees payable to the Company’s auditor and its associates in respect of:



2024
2023
£
£

Audit of the financial statements of the Company
2,648
2,596

Audit of the financial statements of group companies

124,852
122,404

127,500
125,000


8.


Employees

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


2024
2023
£
£

Wages and salaries
1,174,466
1,421,321

Social security costs
180,296
168,666

Cost of defined contribution scheme
172,177
167,211

1,526,939
1,757,198


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


        2024
        2023
            No.
            No.







Administration
10
8



Directors
3
3

13
11

Page 18

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

9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
107,967
348,972

Company contributions to defined contribution pension schemes
69,290
46,212

177,257
395,184


The highest paid director received total remuneration including pension contributions of £100,465 (2023: £150,950).
The value of the Company’s contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £46,644 (2023: £6,212).


10.


Interest receivable and similar income

2024
2023
£
£


Other interest receivable
3,115
-

Unwinding of deferred consideration
80,057
-

83,172
-


11.


Interest payable and similar expenses

2024
2023
£
£


Interest on loan
3,370,661
2,900,130

Unwinding of deferred consideration
-
543,207

Inter-company interest
3,913,386
3,913,386

Amortisation of debt fees
884,785
880,410

Other interest payable
6,037
-

8,174,869
8,237,133

Page 19

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

12.


Taxation


2024
2023
£
£



Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
(7,857)
19,661

Total deferred tax
(7,857)
19,661


Taxation on loss on ordinary activities
(7,857)
19,661

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
(9,292,676)
(21,520,031)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023: 25%)
(2,323,169)
(5,380,008)

Effects of:


Tax losses not recognised
120
-

Non-taxable income
(314,409)
-

Expenses not deductible for tax purposes
73,874
570,407

Other timing differences leading to an increase in taxation
(7,857)
19,661

Impact of non-tax deductible exceptional items
-
2,575,000

Group relief
2,563,584
2,234,601

Total tax (credit) / charge for the year
(7,857)
19,661

Page 20

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

13.


Tangible fixed assets





Computer equipment
Total

£
£



Cost


At 1 October 2023
90,398
90,398


Disposals
(845)
(845)



At 30 September 2024

89,553
89,553



Depreciation


At 1 October 2023
8,706
8,706


Charge for the year
29,831
29,831


Disposals
(417)
(417)



At 30 September 2024

38,120
38,120



Net book value



At 30 September 2024
51,433
51,433



At 30 September 2023
81,692
81,692

Page 21

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

14.


Fixed asset investments





Investments in subsidiary companies

£



Cost


At 1 October 2023
69,462,948


Additions
4,496,598



At 30 September 2024

73,959,546



Impairment


At 1 October 2023
10,300,000



At 30 September 2024

10,300,000



Net book value



At 30 September 2024
63,659,546



At 30 September 2023
59,162,948


Subsidiary undertaking


The following were subsidiaries undertaking of the Company:

Name

Registered office

Class of shares

Holding

Bioscript Group Limited
*
Ordinary
100%
Azimuth Pharma Limited
*
Ordinary
100%
Valid Insight Ltd
*
Ordinary
100%
Meridian Healthcomms Holdings Limited
*
Ordinary
100%
Enzyme Communications Ltd
*
Ordinary
100%

* The registered office of all subsidiaries is the same as the Company.
Additions during the year mainly related to the acquisition of Enzyme Communications Ltd in April 2024.

Page 22

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

15.


Debtors

2024
2023
£
£


Amounts owed by group undertakings
1,385,123
742,296

Other debtors
377,560
102,714

Prepayments and accrued income
67,525
94,252

1,830,208
939,262



16.


Cash

2024
2023
£
£

Cash at bank and in hand
41,086
3,577



17.


Creditors: Amounts falling due within one year

2024
2023
£
£

Bank loans
3,628,107
3,617,678

Trade creditors
79,980
127,242

Amounts owed to group undertakings
65,484,098
54,383,002

Other taxation and social security
58,224
109,936

Deferred consideration
781,939
2,478,989

Accruals and deferred income
295,026
138,350

Other creditors
16,833
15,688

Corporation tax
7,069
-

70,351,276
60,870,885



18.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Bank loans
21,557,245
17,250,166


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).

Page 23

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

19.


Loans


Analysis of the maturity of loans is given below:


2024
2023
£
£

Amounts falling due within one year

Bank loans
3,628,107
3,617,678

Amounts falling due 1-2 years

Bank loans
3,018,271
2,868,029

Amounts falling due 2-5 years

Bank loans
16,117,923
14,382,137

Amounts falling due after more than 5 years

Bank loans
2,421,051
-

25,185,352
20,867,844


Loan borrowing relates to a facility granted by Kartesia Management and KASS Unlevered S.à.r.l. of £16,676,000 and £10,288,466 ($13,760,000) (2023: £12,200,000 and £11,279,243 ($13,760,000)) . The facilities are secured by way of a fixed and floating charge over all current and future assets of the group and is repayable on the 6th anniversary of drawing down the facility. Interest is payable at 7.25% above SONIA (2023: 7.25% LIBOR or SONIA) .
In accordance with FRS102 Section 25, issue costs totalling £1,779,114 (2023: £2,611,399) have been offset against the above loan and are amortised over the duration of the facility, resulting in a net loan balance of £25,185,352 (2023: £19,588,601).

Page 24

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

20.


Deferred taxation




2024
2023


£

£






At beginning of year
(16,521)
3,140


Credited / (charged) to profit or loss
7,857
(19,661)



At end of year
(8,664)
(16,521)

The (provision for deferred taxation) / deferred tax asset  is made up as follows:

2024
2023
£
£


Accelerated capital allowance
(12,858)
(20,423)

Short term timing differences - trading
4,194
3,902

(8,664)
(16,521)


21.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



522,342,829 (2023: 432,342,829) Ordinary shares of £0.01 each
5,223,428
4,323,428


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).


22.


Reserves

Share premium account

The share premium account includes any premiums received on the issue of share capital. Any transactions 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.

Page 25

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

23.


Pension commitments

The Company operates a defined contribution scheme. The assets of the scheme are held separately from those of the Company in independently administered funds. 
The pension cost charge represents contributions payable by the Company to the fund and amounted to £172,177 
(2023: £167,211). Contributions totalling £16,777 (2023: £15,609) were payable to the funds at the balance sheet
date and are included in other creditors.


24.


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.


25.


Controlling party

The immediate parent company is Bioscript Midco 2 Limited, a company registered in England and Wales, company number 13212966, which owns 100% of the called up share capital.
The ultimate parent company is Bioscript Holdings Limited, a company registered in England and Wales, company number 13203898.

Page 26