Veristat is a Science-First full-service contract research organisation (CRO) and consultancy, integrating strategic planning, regulatory strategy, and clinical trial execution to rapidly advance the most complex or novel therapies for our clients in the clinical research industry.

Turnover of £28,598,410 represented a year-over-year decrease of £2,711,517, or 8.7%, which is a result of the slowdown in the global spending on research and development by pharmaceutical companies. During the year, management adjusted the level of direct labour resources to reflect the decrease in overall demand for services. The impact of the slowdown in outsourced spending was partially offset by the benefit of the group’s expansion of regulatory and medical writing services as enabled by recent acquisitions. The steps taken by the group to adjust the level of resources resulted in continued operating profits and the ability to end the financial year in a favorable working capital and liquidity position.

The financial year delivered a consolidated loss before taxation of £1,849,143 (2022 as restated: £3,145,527 profit).

Beginning late in the previous year, there were signs of a slowdown in outsourced spending by pharmaceutical companies, an industry trend which is expected to unfavorably impact the business.

The group operates in multiple currencies and is, therefore subject to foreign exchange risks. However, these are mitigated by having both costs and revenues in these currencies.

The main key performance indicators were as follows:

Gross profit margin: 2023 - 34.5% (2022 as restated - 38.8%)

Gross profit: 2023 - £9,863,132 (2022 as restated - £12,159,028)

Net profit/(loss) margin: 2023 - (6.5%) (2022 as restated - 10%)

Net profit/(loss) before tax: 2023 - (£1,849,143) (2022 as restated - £3,145,527)

Net profit/(loss) after tax: 2023 - (£1,383,822) (2022 as restated - £2,629,927)

The key performance indicators are monitored by the Board to ensure that they are on target.

Other key performance indicators

Other key performance indicators include the number of staff employed within the group, details of which can be found in note 6.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2023.

Veristat is a Science-First full-service contract research organisation (CRO) and consultancy, integrating strategic planning, regulatory strategy, and clinical trial execution to rapidly advance the most complex or novel therapies for our clients in the clinical research industry.

The profit/(loss) for the year, after taxation, amounted to (£1,383,822) (2022 as restated - £2,629,927).

The directors do not recommend the payment of a dividend for the year ended 31 December 2023.

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

Credit risk is the risk that one party to a financial instrument will cause a loss for the other party by failing to pay for its obligation. The company mitigates this by ensuring cash flow forecasts and capabilities are kept updated and ensuring customers have sufficient credit checked completed ahead of agreeing contracts.

Subsequent to the year end, the group dissolved two of its wholly owned subsidiaries, The Clinical Trial Company Ltd and SQN Clinical Ltd on 17 December 2024. In addition, another wholly owned subsidiary, Syne Qua Non Ltd has submitted an application to strike off the company which has been approved to be dissolved on 30 September 2025. These events does not impact the financial position at the reporting date and has therefore not been adjusted in the financial statements.

There are no significant future developments with which the directors believe require disclosure. The group continues to expand its service offering into new geographical locations in Europe with the recent acquisitions along with capitalising on expanding its customer base from acquisitions made in previous years.

On 1 September 2025 our auditors, Ensors Accountants LLP, merged with Azets Audit Services Limited. Accordingly Ensors Accountants LLP formally resigned as the company’s auditors with the directors duly appointing Azets Audit Services Limited, trading as Ensors to fill the vacancy arising.

The auditor, Azets Audit Services Limited, trading as Ensors will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of principal risks and uncertainties.

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 and the Group'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 and the Group's auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

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

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

• make judgements and accounting estimates that are reasonable and prudent;

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

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

We have audited the financial statements of Veristat International Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group income statement, the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group 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:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2023 and of the group's loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

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 group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

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

• 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 group and the parent company and their 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company 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.

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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

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.

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. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Our audit was designed to include tests of detail together with an assessment of the control environment to enable us to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement due to fraud. This included work on areas where we consider there is a higher risk of fraud including revenue recognition, management override of systems and control, transactions with related parties, commitments and contingencies and accounting estimates.

We also obtained an understanding of the legal and regulatory framework that the company operates in, through discussions with the directors and other management, and from our own knowledge and experience of the sector.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

• obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company are complying with the legal and regulatory framework both at the planning stage and reminded to remain alert throughout the audit;

• inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

• audited the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business;

• reviewing minutes of those charged with governance;

• discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud;

• robustly challenged accounting estimates to ensure no indication of management bias.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

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.

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.

The income statement has been prepared on the basis that all operations are continuing operations.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s loss for the year was £6,938,794 (2022 - £2,924,420 profit).

Veristat International Limited (“the company”) is a private limited company by shares domiciled and incorporated in England and Wales. The registered office is 27 Old Gloucester Street, London, WC1N 3AX. The company registration number is 10076882.

The group consists of Veristat International Limited and all of its subsidiaries.

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. The principal accounting policies adopted are set out below.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Veristat International Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

At the time of approving the financial statements, the directors have a reasonable expectation that the group, with the support of its investors, 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.

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 Group will receive the consideration due under the contract; and

• the stage of completion of the contract at the end of the reporting period can be measured reliably.

The Group provides services under three primary types of contracts:

• Milestone Projects: These are invoiced based on predefined milestones. Revenue is recognised using the percentage-of-completion method, where management assesses progress by evaluating work completed to date against the estimated work remaining;

• Unit-Based Contracts: These are invoiced monthly in arrears for the units delivered in the preceding month. Revenue is recognised as each unit is completed, in accordance with the terms of the contract.

• Time and Materials Contracts: These are invoiced monthly based on the actual hours worked during the month. Revenue is recognised in line with the time incurred.

In relation to the Group’s three main types of service contracts, milestone projects, unit-based contracts, and time and materials contracts, certain costs may be incurred on behalf of the customer and reimbursed under the terms of the agreement. Where the Group is acting as principal, these reimbursed costs are recognised as revenue on a gross basis, with the corresponding expenses recorded separately. Such pass-through costs may include third-party expenses such as travel, accommodation, or subcontractor fees. The Group recognises these amounts as revenue when it controls the service or bears the associated risks prior to transfer to the customer. Judgement is applied in determining principal status, considering factors such as control over the service, discretion in supplier selection, and exposure to credit or performance risk.

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

Negative goodwill represents the deficit of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as a negative asset at cost and subsequently measured at cost less accumulated amortisation and accumulated impairment gains. It is considered to have a finite useful life and is being released on a systematic basis over its expected life, which is 10 years.

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

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. Development expenditure is estimated to be five years based on expected time of use.

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:

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

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.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the group 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.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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.

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.

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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, which include trade and other receivables 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, 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 or , 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.

Financial assets, other than those held at fair value through and , 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 or .

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 group after deducting all of its liabilities.

Basic financial liabilities, including trade and other payables, 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 payables 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

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

Equity instruments issued by the group 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 group.

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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 income statement, 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 if, and only if, there is 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.

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 non-current 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.

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

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

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.

Interest income

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

Exemption from audit

The company's subsidiary SFL Regulatory Affairs Consulting Ltd is exempt from the requirements of this Act relating to the audit of accounts under section 479A of the Companies Act 2006.

In addition, there are three dormant subsidiaries listed below which are also exempt from filing with the registrar from the requirements of this Act relating to the audit of accounts under section 448A of the Companies Act 2006. Please see note 26 for further information regarding these subsidiaries.

• The Clinical Trial Company Ltd

• SQN Clinical Ltd

• Syne Qua Non Limited

In the application of the group’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.

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

In assessing whether there have been any indicators of impaired assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability.

The key assumptions concerning the future, and other key sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

The Company recognises revenue from the provision of services in accordance with the stage of completion of the contract. In making its judgement as to the degree of completion achieved, management consider that while there is a degree of judgement in determining these factors, there is sufficient certainty to ensure that the Company meets the requirements of FRS 102 in relation to revenue recognition.

In preparing the financial statements, the directors have made judgements and estimates that affect the carrying value of investments in subsidiaries. These judgements and estimates are reviewed regularly and are based on historical experience and other relevant factors. Where investments are carried at cost less impairment, the directors assess whether there are indicators of impairment at each reporting date. This involves estimating the recoverable amount of the investment, which may include assumptions about future cash flows, discount rates, and market conditions.

In preparing the financial statements, the directors have made judgements and estimates that affect the carrying value of intangibles, being goodwill and customer relationships. These judgements and estimates are reviewed regularly and are based on historical experience and other relevant factors. Where intangibles are carried at cost less accumulated amortisation, the directors assess whether there are indicators of impairment at each reporting date, and whether the amortisation policy applied accurately reflects the carrying value of the asset. This involves estimating the fair value of the intangible, which may include assumptions about future cash flows, discount rates, and market conditions.

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

Their aggregate remuneration comprised:

Other gains and losses in the period are partly in respect of deferred consideration written off which is no longer expected to be payable. This has instead been replaced by a contingent liability which has been discussed further in the note in relation to financial commitments, guarantees and contingent liabilities.

The remainder of the balance is in connection to the acquisition value of the SFL subsidiaries and the foreign exchange loss arising on the payments made in comparison to the accounting entries for net assets and associated intangibles acquired on the original acquisition date.

The actual (credit)/charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

The impairment losses in respect of financial assets are recognised in administrative expenses in the income statement.

Impairment losses of £2,978,590 in the financial statements have been recognised in relation to the write down of the intangible customer relationship values for The Clinical Trial Company Limited and Syne Qua Non Limited. It has been deemed necessary to impair the customer relationship values for these companies as the group no longer trades through these entities following the hive-up of trade to Veristat International Limited which took place on the 31 December 2022.

The remainder of impairment loss of £98,729 is in relation to the impairment of capitalised intangible development expenditure within Veristat International Limited.

The value of the customer relationships and goodwill intangible assets are considered to be material to the financial statements. These intangible assets have an estimated remaining useful life of between 4 - 8 years.

More information on impairment movements in the year is given in note 11.

Details of the company's subsidiaries at 31 December 2023 are as follows:

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period. The deferred tax liability at a company only level set out above relates to accelerated capital allowances and provisions classified as short term timing differences. The accelerated capital allowances are expected reverse within 4 years with the allowances expected to mature within the same period. The short term timing differences are expected to reverse within 12 months. The deferred tax liability at a group level is in respect of other timing differences being calculated on customer relationships on consolidation and is expected to reverse over time in the period defined as the useful life disclosed under the intangibles accounting policy.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The company has one class of ordinary shares which carry no rights to fixed income. Each ordinary share ranks pari passu in regards to voting rights and dividends.

This reserve records the amount above the nominal value received for shares sold, less transaction costs.

This reserve comprises translation differences arising from the translation of financial statements of the Group's subsidiary undertakings.

The Group is subject to a potential legal claim in relation to an earnout payment arising from a previous transaction. As at the reporting date, a liability of £450,000 has been recognised, as it meets the criteria for recognition under FRS 102, being a present obligation where settlement is probable and the amount can be measured reliably.

In addition, a further amount of £400,000 has been disclosed as a contingent liability, as the outcome remains uncertain and is dependent on future events not wholly within the Group’s control. This amount does not meet the recognition criteria for a provision but is disclosed due to the possibility of an additional obligation arising.

The Group continues to monitor the legal proceedings and will reassess the position as further information becomes available.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Subsequent to the year end, the group dissolved two of its wholly owned subsidiaries, The Clinical Trial Company Ltd and SQN Clinical Ltd on 17 December 2024. In addition, another wholly owned subsidiary, Syne Qua Non Ltd has submitted an application to strike off the company which has been approved to be dissolved on 30 September 2025. These events does not impact the financial position at the reporting date and has therefore not been adjusted in the financial statements.

The remuneration of key management personnel is as follows.

During the year, the company paid a discretionary bonus of £200,000 to a former director who became an employee following the acquisition of their business by the company.

The bonus was awarded in recognition of the director’s contribution to the company both prior to and following the acquisition, and as a gesture of appreciation for services rendered during their tenure as a director.

Additionally, during the year and in the prior year, the company paid salaries and other benefits to two former directors and owners of the company. They have been paid a salary for their directors services for both years.

During the year the group entered into the following transactions with related parties:

The Company has taken advantage of the exemption available under FRS 102, not to disclose related party transactions with wholly owned subsidiaries within the Group.

The following amounts were outstanding at the reporting end date:

The following amounts were outstanding at the reporting end date:

The Company's immediate parent undertaking and the parent of the smallest and largest group in which the Group's results are consolidated is Veristat LLC, a company incorporated in Massachusetts, USA, and based at 134 Turnpike Road, Suite 200, Southborough, MA, 01772.

The ultimate controlling party is WindRose - Veristat Investment Holdings L.P and based at 375 Park Avenue, 28th Floor, New York, NY 10152.

The prior year financial statements did not reflect the full accrual for the audit of the 2022 financial statements. This prior year adjustment has therefore been made to ensure that the auditors' remuneration note is materially correct. An adjustment has also been made to accrue costs in association with revenue into the correct financial period based on when the costs were incurred. A corresponding entry has been made to accrued income as discussed in 'gross up of accrued income' note below. Accordingly, these prior period errors have been retrospectively corrected in line with the requirements of FRS 102.

An adjustment has been made to the prior year financial statements to reconcile the development costs intangibles value back to the intangible register held by Veristat International Limited following the hive-up of intangibles from Syne Qua Non Limited as at the 31 December 2022. These were the only intangible development costs to remain in use by the group and so the additional value provided at consolidation was not true, and thus has been removed. Accordingly, these prior period errors have been retrospectively corrected in line with the requirements of FRS 102.

On the acquisition of the SFL Subsidiaries during the 2022 financial year, consideration for these was paid over a period of time rather than at a set point. The deferred consideration which was accounted for in the prior year financial statements as part of the acquisition value is not deemed to have met the recognition criteria of a liability. As a result of these findings, the deferred consideration on this acquisition has been removed as a liability in Veristat International Limited's financial statements, along with a corresponding entry to remove the goodwill value connected with the original cost of investment. Following the abovementioned adjustments, the amortisation charge on the cost of goodwill of this acquisition has been adjusted for respectively.

During the year, management posted a number of journal entries to write off balances in order to correct the closing position of accrued and deferred income as at 31 December 2023. In preparation of the financial statements, it was identified that a portion of these adjustments related to prior period balances, specifically as at 31 December 2022. Accordingly, these prior period errors have been retrospectively corrected in line with the requirements of FRS 102.

This adjustment has been made in relation to transactions identified in relation to the hive-up of trade from Syne Qua Non Limited and The Clinical Trial Company Limited. The trade from these entities was hived-up at the 31 December 2022, and so therefore all transactions in relation to these entities should be recognised in the period they remained trading as opposed to post this date. Accordingly, these prior period errors have been retrospectively corrected in line with the requirements of FRS 102.

A restatement adjustment has been made in the financial statements in relation to the release of accrued income which was earnt in the 2022 financial period in relation to pass through expenses incurred from a supplier which are re-invoiced to an end customer. The corresponding expense has been recognised in the increase in accruals as discussed under the 'increase in accruals' note above. Accordingly, these prior period errors have been retrospectively corrected in line with the requirements of FRS 102.

Following the adjustments made above, we have looked to recalculate the corporation tax liability for the financial year ended 31 December 2022. Following the decrease in profits, there has also been a subsequent decrease in the corporation tax charge calculated for the period. An adjustment has been made for this accordingly.

In the prior year, the dividend declared as receivable from group subsidiary SFL Regulatory Affairs and Scientific Communication GmbH was not disclosed in the financial statements. Under UK GAAP dividends should be reflected as income in the period in which they are declared as opposed to the period in which they are paid. As a consequence of this adjustment, amounts due from subsidiary undertakings disclosed within other receivables has increased by a corresponding amount.