Company registration number SC520998 (Scotland)
ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
COMPANY INFORMATION
Directors
Mr A McDonald
(Appointed 3 May 2024)
Mr A Upsall
Miss M Downie
Company number
SC520998
Registered office
Rouken Discovery Centre
Braidhurst Industrial Estate
Newhut Road
Motherwell
United Kingdom
ML1 3ST
Auditor
Azets Audit Services
Titanium 1
Kings Inch Place
Renfrew
United Kingdom
PA4 8WF
ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 7
Profit and loss account
8
Balance sheet
9
Statement of changes in equity
10
Statement of cash flows
11
Notes to the financial statements
12 - 26
ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Review of the business

In 2024, revenue remained stable at £7.26m (2023: £7.27m). The company reported an operating loss of £0.63m (2023: £1.41m profit) following significant investment in staff, facilities, and technology to support future growth. Average employee headcount in 2024 was 101 employees (2023: 84) and capital expenditure in the year totalled £3.01m in respect of tangible and intangible fixed assets. Cash at year-end was £3.0m with net assets of £2.4m. The directors consider the company a going concern.

Principal risks and uncertainties

Principal risks and uncertainties and how these are mitigated include:

Development and performance

The year was characterised by continued demand for our immunology and bioassay services across multiple therapeutic areas. The majority of revenue (71%) continued to originate from the United States, underlining our strong international client base and the global relevance of our expertise.

To position the business for future growth, the company invested significantly in both people and infrastructure. The directors remain confident in the long-term outlook and future priorities include expanding service capacity and enhancing automation.

The directors believe that the strategic investments made in 2024 will support sustainable growth in 2025 and beyond.

Key performance indicators

The directors use financial KPIs to monitor performance. The key financial KPIs are revenue growth and gross margin. Revenue has remained stable and gross margin has decreased slightly due to the significant investment as noted above.

On behalf of the board

Mr A McDonald
Director
20 May 2025
ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

RoukenBio (trading name of Antibody Analytics Limited) is a specialist CRO providing immunology and bioassay services to global clients in preclinical drug development. Our focus areas include inflammation, autoimmune disorders, immuno-oncology, and oncology.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr A McDonald
(Appointed 3 May 2024)
Mr A Upsall
Miss M Downie
Appointment of auditor

Following a competitive tender process, Azets Audit Services were appointed external auditor. In accordance with the company's articles, a resolution proposing that Azets Audit Services be reappointed as auditor of the company will be put at a General Meeting.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
Mr A McDonald
Director
20 May 2025
ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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:

 

 

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 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.

ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
- 4 -
Opinion

We have audited the financial statements of Antibody Analytics Limited T/A RoukenBio (the 'company') for the year ended 31 December 2024 which comprise the profit and loss account, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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:

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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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.

Opinions on other matters prescribed by the Companies Act 2006

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

ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
- 5 -
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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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.

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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
- 6 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Other matters which we are required to address

The corresponding figures in the prior year are unaudited.

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 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.

ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
- 7 -
James McBride
Senior Statutory Auditor
For and on behalf of Azets Audit Services
20 May 2025
Chartered Accountants
Statutory Auditor
Titanium 1
Kings Inch Place
Renfrew
United Kingdom
PA4 8WF
ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
as restated
Notes
£
£
Turnover
3
7,256,784
7,270,432
Cost of sales
(4,449,746)
(3,745,552)
Gross profit
2,807,038
3,524,880
Administrative expenses
(3,459,651)
(2,460,777)
Other operating income
22,894
348,595
Operating (loss)/profit
4
(629,719)
1,412,698
Interest receivable and similar income
7
24,068
996
Interest payable and similar expenses
8
(90,889)
(120,637)
(Loss)/profit before taxation
(696,540)
1,293,057
Tax on (loss)/profit
22,619
158,154
(Loss)/profit for the financial year
(673,921)
1,451,211

The profit and loss account has been prepared on the basis that all operations are continuing operations.

ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 9 -
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
10
2,552,353
1,732,775
Tangible assets
11
3,810,568
2,170,497
6,362,921
3,903,272
Current assets
Stocks
13
829,150
328,568
Debtors
14
1,577,287
846,466
Cash at bank and in hand
3,005,637
6,272,425
5,412,074
7,447,459
Creditors: amounts falling due within one year
15
(9,043,869)
(6,924,778)
Net current (liabilities)/assets
(3,631,795)
522,681
Total assets less current liabilities
2,731,126
4,425,953
Creditors: amounts falling due after more than one year
16
(297,936)
(1,318,842)
Net assets
2,433,190
3,107,111
Capital and reserves
Called up share capital
21
111
111
Share premium account
246,800
246,800
Capital redemption reserve
10
10
Profit and loss reserves
2,186,269
2,860,190
Total equity
2,433,190
3,107,111
The financial statements were approved by the board of directors and authorised for issue on 20 May 2025 and are signed on its behalf by:
Mr A McDonald
Director
Company Registration No. SC520998
ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
As restated for the period ended 31 December 2023:
Balance at 1 January 2023
110
104,990
-
0
1,858,141
1,963,241
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
-
1,451,211
1,451,211
Issue of share capital
21
11
141,810
-
-
141,821
Dividends
9
-
-
-
(20,684)
(20,684)
Redemption of shares
21
(10)
-
0
10
-
0
-
0
Redemption of shares
21
-
0
-
0
-
(428,478)
(428,478)
Balance at 31 December 2023
111
246,800
10
2,860,190
3,107,111
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
-
-
(673,921)
(673,921)
Balance at 31 December 2024
111
246,800
10
2,186,269
2,433,190
ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
2024
2023
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
22
(299,943)
1,641,519
Interest paid
(90,889)
(120,637)
Income taxes refunded
22,619
158,154
Net cash (outflow)/inflow from operating activities
(368,213)
1,679,036
Investing activities
Purchase of intangible assets
(965,373)
(672,449)
Purchase of tangible fixed assets
(1,664,163)
(614,429)
Interest received
24,068
996
Net cash used in investing activities
(2,605,468)
(1,285,882)
Financing activities
Proceeds from issue of shares
-
0
141,831
Redemption of shares
-
0
(428,488)
Repayment of borrowings
(142,359)
(371,480)
Amounts owed to group undertakings
(30,000)
5,734,356
Payment of finance leases obligations
(120,748)
(89,540)
Dividends paid
-
0
(20,684)
Redemption of shares
-
0
-
Net cash (used in)/generated from financing activities
(293,107)
4,965,995
Net (decrease)/increase in cash and cash equivalents
(3,266,788)
5,359,149
Cash and cash equivalents at beginning of year
6,272,425
913,276
Cash and cash equivalents at end of year
3,005,637
6,272,425
ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
1
Accounting policies
Company information

Antibody Analytics Limited T/A RoukenBio is a private company limited by shares incorporated in Scotland. The registered office is Rouken Discovery Centre, Braidhurst Industrial Estate, Newhut Road, Motherwell, United Kingdom, ML1 3ST.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements. In this assessment, the directors have assessed the ageing of the loan from Scottish Enterprise.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from contracts for the provision of professional services is recognised by reference to the invoicing milestones detailed in signed contracts with customers. Invoicing milestones relfect work completed at pre-defined stages, with the ongoing stage determined by internal surveys of work to date. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.5
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Project development costs
Between 5 - 10 years
1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
Straight line over the term of the lease
Plant and equipment
25% Straight line
Motor vehicles
25% Straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.8
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.9
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.
1.10
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.11
Creditors
Short term creditors are measured at transaction price.
1.12
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.18
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

1.19
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.20
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Development costs

The company reviews each year whether the recognition requirements for development costs have been met. Careful judgement is required when determining whether the criteria has been met, specifically in relation to:

• the future economic success and technical feasibility of completing any development project;

• the expected useful life on a project-by-project basis; and

• any indicators of impairment at the balance sheet date.

 

Judgements are based on the information available at each reporting date. All internal activities related to the research and development are discussed with the experts employed by the company.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Provision of services
7,256,784
7,270,432
2024
2023
£
£
Turnover analysed by geographical market
United States
5,125,099
4,323,074
United Kingdom
1,307,664
1,881,473
Europe, Middle East & Africa
602,606
822,385
Asia-Pacific
221,415
243,500
7,256,784
7,270,432
2024
2023
£
£
Other revenue
Interest income
24,068
996
Grants received
22,894
348,595
ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
4
Operating (loss)/profit
2024
2023
Operating (loss)/profit for the year is stated after charging/(crediting):
£
£
Exchange losses
23,185
64,300
Research and development costs
4,238
341,020
Government grants
(22,894)
(348,595)
Fees payable to the company's auditor for the audit of the company's financial statements
30,000
-
0
Depreciation of owned tangible fixed assets
408,291
311,772
Amortisation of intangible assets
145,795
91,051
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
101
84

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
4,086,601
3,553,363
Social security costs
434,146
344,976
Pension costs
191,793
153,323
4,712,540
4,051,662

£4,086,601 (2023: £3,553,363) of wages and salaries costs were incurred in the period. £436,428 (2023: £303,967) of this was capitalised as internally generated intangible assets.

6
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
324,246
247,750
Company pension contributions to defined contribution schemes
15,002
12,300
339,248
260,050
ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
6
Directors' remuneration
(Continued)
- 20 -
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
127,936
139,023
Company pension contributions to defined contribution schemes
5,676
6,151
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
24,068
996
8
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank and other loans
64,792
100,192
Other finance costs:
Interest on finance leases and hire purchase contracts
26,097
20,445
90,889
120,637
9
Dividends
2024
2023
£
£
Final paid
-
0
20,684
ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
10
Intangible fixed assets
Project development costs
£
Cost
At 1 January 2024 as restated
2,012,657
Additions
965,373
At 31 December 2024
2,978,030
Amortisation and impairment
At 1 January 2024 as restated
279,882
Amortisation charged for the year
145,795
At 31 December 2024
425,677
Carrying amount
At 31 December 2024
2,552,353
At 31 December 2023 as restated
1,732,775
11
Tangible fixed assets
Leasehold land and buildings
Plant and equipment
Motor vehicles
Total
£
£
£
£
Cost
At 1 January 2024
1,544,164
2,166,367
3,706
3,714,237
Additions
1,291,401
756,961
-
0
2,048,362
At 31 December 2024
2,835,565
2,923,328
3,706
5,762,599
Depreciation and impairment
At 1 January 2024
54,916
1,485,884
2,940
1,543,740
Depreciation charged in the year
62,778
345,053
460
408,291
At 31 December 2024
117,694
1,830,937
3,400
1,952,031
Carrying amount
At 31 December 2024
2,717,871
1,092,391
306
3,810,568
At 31 December 2023
1,489,248
680,483
766
2,170,497
ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
12
Subsidiaries

The company holds 100% of the share capital of Rouken Bio Limited (SC822502) which is dormant.

13
Stocks
2024
2023
as restated
£
£
Raw materials and consumables
829,150
328,568
14
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
1,302,594
757,690
Other debtors
30,016
42,272
Prepayments and accrued income
244,677
46,504
1,577,287
846,466
15
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Obligations under finance leases
18
196,646
89,290
Other loans
17
964,227
363,471
Trade creditors
697,013
359,619
Amounts owed to group undertakings
5,704,356
5,734,356
Taxation and social security
120,480
102,319
Deferred income
691,071
239,182
Other creditors
465,184
28,831
Accruals
204,892
7,710
9,043,869
6,924,778

As at 31 December 2024 the company failed to comply with covenants that form part of the loan agreement with Scottish Enterprise.  The directors do not expect that this will lead to an immediate repayment of the loan however the balance remaining outstanding at the end of 2024 has been disclosed within creditors less than one year as a result of the failure to meet the requirements of the covenants.

 

ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
16
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Obligations under finance leases
18
260,239
104,144
Other borrowings
17
37,697
780,812
Other creditors
-
0
433,886
297,936
1,318,842
17
Loans and overdrafts
2024
2023
£
£
Other loans
1,001,924
1,144,283
Payable within one year
964,227
363,471
Payable after one year
37,697
780,812

Scottish Enterprise holds a standard security in respect of the leasehold interest in the subjects known as 2-6 Newhut Road, Braidhurst Industrial Estate, Motherwell.

 

Scottish Enterprise holds two bonds and floating charges covering all property and undertaking of the company.

 

Barclays Security Trustee Limited holds a floating charge covering all property and undertaking of the company.

 

Incuded in other creditors, is an amount of £433,886 (2023: £433,886), owed to the directors of the company. This loan was made on an interest free basis and has no terms of repayment. However, under the terms of a separate legal agreement, the directors could not seek repayment of the balance owed until the fulfillment of the RSA grant criteria, which was met in March 2025. Thus in 2023, the amounts owed were included in creditors due in more than one year.

18
Finance lease obligations
2024
2023
Future minimum lease payments due under finance leases:
£
£
Within one year
196,646
89,290
In two to five years
260,239
104,144
456,885
193,434
ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
18
Finance lease obligations
(Continued)
- 24 -

Assets obtained under finance leases are capitalised as tangible fixed assets. Assets acquired under finance leases are depreciated over the shorter of the lease term and their useful lives. Assets acquired under hire purchase contracts are depreciated over their useful lives. The average lease term is 2-5 years Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in the creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 

19
Operating lease commitment
2024
2023
£
£
Building
Building
Rental
19,205
19,205
No of years
53
54
Total commitment
1,017,865
1,037,070
< 1 year
19,205
19,205
2-5 years
76,820
76,820
> 5 years
921,840
941,045
1,017,865
1,037,070
20
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
191,793
153,323

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

21
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of 1p each
10,000
10,000
100
100
C Shares of 1p each
1,100
1,100
11
11
11,100
11,100
111
111
ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
22
Cash (absorbed by)/generated from operations
2024
2023
£
£
(Loss)/profit for the year after tax
(673,921)
1,451,211
Adjustments for:
Taxation credited
(22,619)
(158,154)
Finance costs
90,889
120,637
Investment income
(24,068)
(996)
Amortisation and impairment of intangible assets
145,795
91,051
Depreciation and impairment of tangible fixed assets
408,291
311,772
Movements in working capital:
Increase in stocks
(500,582)
(166,140)
Increase in debtors
(730,821)
(260,562)
Increase in creditors
555,204
13,518
Increase in deferred income
451,889
239,182
Cash (absorbed by)/generated from operations
(299,943)
1,641,519
23
Analysis of changes in net debt
1 January 2024
Cash flows
Non-cash movements
31 December 2024
£
£
£
£
Cash at bank and in hand
6,272,425
(3,266,788)
-
3,005,637
Borrowings excluding overdrafts
(1,144,283)
142,359
-
(1,001,924)
Obligations under finance leases
(193,434)
120,748
(384,199)
(456,885)
Amounts owed to group undertakings
(5,734,356)
30,000
-
(5,704,356)
(799,648)
(2,973,681)
(384,199)
(4,157,528)
ANTIBODY ANALYTICS LIMITED T/A ROUKENBIO
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
24
Prior period adjustment
Changes to the balance sheet
As previously reported
Adjustment
As restated at 31 Dec 2023
As at 31 December 2023
£
£
£
Intangible assets
27,406
1,705,369
1,732,775
Stocks
121,472
207,096
328,568
Profit and loss reserves
1,376,203
1,483,987
2,860,190
Capital redemption reserve
(428,478)
428,488
10
Total equity
1,194,646
1,912,465
3,107,111
As previously reported
Adjustment
As restated at 1 January 2023
As at 1 January 2023
£
£
£
Intangible assets
22,159
1,129,218
1,151,377
Stocks
95,910
66,518
162,428
Profit and loss reserves
662,405
1,195,736
1,858,141
Total Equity
767,505
1,195,636
1,963,141
Changes to the profit and loss account
As previously reported
Adjustment
As restated
Period ended 31 December 2023
£
£
£
Profit for the financial period
734,482
716,729
1,451,211
Consumable stock was previously expensed on delivery with no year end adjustment to recongise the stock value on the balance sheet at the year end. A prior year adjustment has been processed to correct this.
In respect of intangible assets, a review of prior years' revenue expenditure was undertaken to identify costs that had been expensed that should have been capitalised. A prior year adjustments has been processed to capitalise these costs net of the amortisation charge.
In the prior year, £428,478 was included incorrectly in capital redemption reserve. This has been reallocated to the profit and loss reserves.
These prior year adjustments have led to a restatement in the prior period balance sheet, reserves and reported profit as noted above.
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