Registered number:
For the Year Ended
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Bioscript Midco 1 Limited
Company Information
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Bioscript Midco 1 Limited
Contents
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Bioscript Midco 1 Limited
Strategic Report
For the Year Ended 30 September 2024
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.
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.
The Company is a holding company and does not trade and as such does not have any financial 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.
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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.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
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 2006. They 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.
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).
The directors who served during the year were:
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.
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Bioscript Midco 1 Limited
Directors' Report (continued)
For the Year Ended 30 September 2024
There have been no significant events affecting the Company since the year end.
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.
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Bioscript Midco 1 Limited
Independent Auditor's Report to the Members of Bioscript Midco 1 Limited
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).
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.
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.
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Bioscript Midco 1 Limited
Independent Auditor's Report to the Members of Bioscript Midco 1 Limited (continued)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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.
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.
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Bioscript Midco 1 Limited
Independent Auditor's Report to the Members of Bioscript Midco 1 Limited (continued)
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.
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Bioscript Midco 1 Limited
Independent Auditor's Report to the Members of Bioscript Midco 1 Limited (continued)
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.
for and on behalf of Forvis Mazars LLP
Chartered Accountants & Statutory Auditor
One St Peter's Square
M2 3DE
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Bioscript Midco 1 Limited
Statement of Income and Retained Earnings
For the Year Ended 30 September 2024
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Bioscript Midco 1 Limited
Registered number: 13208513
Balance Sheet
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 21 form part of these financial statements.
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Bioscript Midco 1 Limited
Statement of Changes in Equity
For the Year Ended 30 September 2024
Page 10
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Bioscript Midco 1 Limited
Statement of Changes in Equity
For the Period Ended 30 September 2023
Page 11
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Bioscript Midco 1 Limited
Notes to the Financial Statements
For the Year Ended 30 September 2024
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
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:
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.
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.
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Bioscript Midco 1 Limited
Notes to the Financial Statements
For the Year Ended 30 September 2024
2.Accounting policies (continued)
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.
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Bioscript Midco 1 Limited
Notes to the Financial Statements
For the Year Ended 30 September 2024
2.Accounting policies (continued)
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.
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Bioscript Midco 1 Limited
Notes to the Financial Statements
For the Year Ended 30 September 2024
2.Accounting policies (continued)
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. 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.
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Bioscript Midco 1 Limited
Notes to the Financial Statements
For the Year Ended 30 September 2024
Page 16
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Bioscript Midco 1 Limited
Notes to the Financial Statements
For the Year Ended 30 September 2024
Page 17
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Bioscript Midco 1 Limited
Notes to the Financial Statements
For the Year Ended 30 September 2024
Page 18
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Bioscript Midco 1 Limited
Notes to the Financial Statements
For the Year Ended 30 September 2024
Page 19
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Bioscript Midco 1 Limited
Notes to the Financial Statements
For the Year Ended 30 September 2024
Page 20
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Bioscript Midco 1 Limited
Notes to the Financial Statements
For the Year Ended 30 September 2024
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).
Share premium account
associated with the issuing of shares are deducted from share premium.
Profit and loss account
The ultimate parent company is Bioscript Holdings Limited, a company registered in England and Wales, company number 13203898.
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