Company registration number SC344423 (England and Wales)
Compliance Solutions (Life Sciences) Limited
Annual Report And Financial Statements
For The Year Ended 30 June 2025
COMPLIANCE SOLUTIONS (LIFE SCIENCES) LIMITED
COMPANY INFORMATION
Directors
Mr C H F Yates
(Appointed 15 August 2024)
Ms C Vendettuoli
(Appointed 15 August 2024)
Mr E W Lindsay
Secretary
Mr T E Hayes
Company number
SC344423
Registered office
Suite 10
Dunnswood Road
Cumbernauld
Glasgow
G67 3EN
Auditor
RSM UK Audit LLP
Central Square
5th Floor
29 Wellington Street
Leeds
LS1 4DL
COMPLIANCE SOLUTIONS (LIFE SCIENCES) LIMITED
CONTENTS
Page
Directors' report
1 - 2
Directors' responsibilities statement
3
Independent auditor's report
4 - 7
Statement of comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10
Notes to the financial statements
11 - 24
COMPLIANCE SOLUTIONS (LIFE SCIENCES) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2025
- 1 -
The directors present their annual report and financial statements for the year ended 30 June 2025.
The Company was acquired by Abingdon Health Plc on 15 August 2024.
Principal activities
The principal activity of the company continued to be the provision of compliance, regulatory and quality audit services to the life sciences industry.
The company has taken the exemption conferred by S414(B) of the Companies Act 2006 which permits it to not present a strategic report on the grounds that it would qualify as small apart from being a member of an ineligible group.
The company has taken the exemption conferred by S415(A) of the Companies Act 2006 permitting it to prepare a directors' report in accordance with the small companies regime on the grounds that it would qualify as small but for being a member of an ineligible group.
Results and dividends
The results for the year are set out on page 8.
Ordinary dividends were paid amounting to £6k (2024 - £73k). 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 C H F Yates
(Appointed 15 August 2024)
Ms C Vendettuoli
(Appointed 15 August 2024)
Mr E W Lindsay
Directors' indemnity insurance
Abingdon Health Plc has granted the directors of the Company with Qualifying Third-Party indemnity provisions within the meaning given to the term by Sections 234 and 235 of the Companies Act 2006. This is in respect of liabilities to which they may become liable in their capacity as director of the Company. Such indemnitees were in force throughout the financial year and will remain in force.
COMPLIANCE SOLUTIONS (LIFE SCIENCES) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 2 -
Going concern
The Company is part of Abingdon Health plc (the "Group") and relies on financial support of the Group to continue as a going concern. Accordingly, the Directors have considered the ability of the Group to continue as a going concern.
During the financial year the Group met its day to day working capital requirements through cash resources held with Barclays Bank plc, as well as an equity fundraise in August 2024 which provided £5.6 million (£5.2 million net of expenses).
As at 30 June 2025 the Group had cash and cash equivalents of £1.9 million (30 June 2024: £1.4 million), with £0.7 million (30 June 2024: £0.7 million) outstanding on a loan with Innovate where quarterly repayments are due to commence in July 2026 and complete in April 2030. Subsequent to 30 June 2025, the Company completed an additional equity fundraise in October 2025 which raised £3.4 million (£3.2 million net of expenses) from institutional and retail investors for working capital purposes and further expansion of Abingdon Health USA Inc.
The Board remains focused on growing the Group’s revenues through both broadening the range of services offered to the customer base, via both recent acquisitions and the opening of Abingdon Analytical Limited, and geographic expansion through Abingdon Health USA Inc. The Board’s expectation is that this revenue growth will progress the Group to a cashflow positive position during calendar year 2026, which will reduce the need for future equity funding.
The Group’s forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group should be able to operate within the level of its current cash resources for at least the next 12 months from the date of signing the financial statements.
Taking into account all of the above, the Directors have a reasonable expectation that the Group and Parent Company, and hence the Company, have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
Auditor
RSM UK Audit LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed 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 C H F Yates
Director
10 November 2025
COMPLIANCE SOLUTIONS (LIFE SCIENCES) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2025
- 3 -
The directors are responsible for preparing the Directors’ Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 those financial statements, the directors are required to:
a. select suitable accounting policies and then apply them consistently;
b. make judgements and accounting estimates that are reasonable and prudent; and
c. prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and 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.
COMPLIANCE SOLUTIONS (LIFE SCIENCES) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF COMPLIANCE SOLUTIONS (LIFE SCIENCES) LIMITED
- 4 -
Opinion
We have audited the financial statements of Compliance Solutions (Life Sciences) Limited (the ‘company’) for the year ended 30 June 2025 which comprise the Statement of Comprehensive Income, the Statement of Financial Position and the Statement of Changes in Equity 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 FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
give a true and fair view of the state of the company’s affairs as at 30 June 2025 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice;
have been prepared in accordance with the requirements of the Companies Act 2006.
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.
Other matter – prior period financial statements not audited
The company was exempt from audit in the year ended 30 June 2024 and consequently the corresponding figures are unaudited.
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.
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.
COMPLIANCE SOLUTIONS (LIFE SCIENCES) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COMPLIANCE SOLUTIONS (LIFE SCIENCES) LIMITED
- 5 -
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
the information given in the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors’ report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to take advantage of the small companies exemption from the requirement to prepare a strategic report or in preparing the directors’ report.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 3, 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.
COMPLIANCE SOLUTIONS (LIFE SCIENCES) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COMPLIANCE SOLUTIONS (LIFE SCIENCES) LIMITED
- 6 -
The extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.
In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.
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.
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 is complying with the legal and regulatory framework;
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;
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.
As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 101, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures, inspecting correspondence with local tax authorities and evaluating advice received from external tax advisors.
The audit engagement team identified the risk of management override of controls and the risk of fraud in revenue recognition as the areas where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to:
testing the appropriateness of journal entries and other adjustments based on risk criteria and comparing the identified entries to supporting documentation;
assessing whether the judgements made in making accounting estimates were indicative of potential bias;
evaluating the business rationale for any significant transactions that are unusual or outside the normal course of business;
testing the accuracy and existence of revenue through agreement to cash receipt and other supporting evidence; and
testing revenue transactions either side of the reporting period and revenue which has been accrued or deferred at the year end to determine that revenue has been recorded in the correct accounting period.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities This description forms part of our auditor’s report.
COMPLIANCE SOLUTIONS (LIFE SCIENCES) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COMPLIANCE SOLUTIONS (LIFE SCIENCES) LIMITED
- 7 -
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.
ANDREW ALLCHIN FCA (Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP, Statutory Auditor
10 November 2025
Chartered Accountants
Central Square, Fifth Floor
29 Wellington Street
Leeds
LS1 4DL
COMPLIANCE SOLUTIONS (LIFE SCIENCES) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2025
- 8 -
2025
2024
as restated
Notes
£
£
Revenue
3
3,278,009
2,556,199
Cost of sales
4
(2,303,759)
Gross profit
974,250
2,556,199
Administrative expenses
(1,151,424)
(2,439,427)
Operating (loss)/profit
4
(177,174)
116,772
Finance costs
8
(551)
(678)
(Loss)/profit before taxation
(177,725)
116,094
Tax on (loss)/profit
9
(10,729)
(58,806)
(Loss)/profit and total comprehensive (expense)/ income for the financial year
(188,454)
57,288
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
The notes on pages 11 to 24 form part of these financial statements.
COMPLIANCE SOLUTIONS (LIFE SCIENCES) LIMITED
STATEMENT OF FINANCIAL POSITION
- 9 -
30 June
30 June
2025
2024
as restated
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
11
9,667
3,574
Current assets
Trade and other receivables
12
771,076
892,922
Cash and cash equivalents
220,516
169,248
991,592
1,062,170
Current liabilities
Borrowings
13
65,802
Trade and other payables
14
142,784
14,052
Taxation and social security
147,707
190,043
290,491
269,897
Net current assets
701,101
792,273
Net assets
710,768
795,847
Equity
Called up share capital
17
100
100
Capital contribution reserve
18
109,375
-
Retained earnings
601,293
795,747
Total equity
710,768
795,847
The notes on pages 11 to 24 form part of these financial statements.
The financial statements were approved by the board of directors and authorised for issue on 10 November 2025 and are signed on its behalf by:
Mr C H F Yates
Director
Company registration number SC344423
COMPLIANCE SOLUTIONS (LIFE SCIENCES) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
- 10 -
Share capital
Capital contribution reserve
Retained earnings
Total
Notes
£
£
£
£
As restated for the period ended 30 June 2024:
Balance at 1 July 2023
100
-
492,459
492,559
Effect of prior year restatement
23
-
-
319,000
319,000
As restated
100
-
811,459
811,559
Year ended 30 June 2024:
Profit and total comprehensive income for the year
-
-
57,288
57,288
Transactions with owners in their capacity as owners:
Dividends
10
-
-
(73,000)
(73,000)
Restated balance at 30 June 2024
100
-
795,747
795,847
Year ended 30 June 2025:
Loss and total comprehensive expense for the year
-
-
(188,454)
(188,454)
Transactions with owners in their capacity as owners:
Dividends
10
-
-
(6,000)
(6,000)
Earn-out consideration classified as a share-based payment
18
-
109,375
109,375
Balance at 30 June 2025
100
109,375
601,293
710,768
The notes on pages 11 to 24 form part of these financial statements.
COMPLIANCE SOLUTIONS (LIFE SCIENCES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
- 11 -
1
Accounting policies
Company information
Compliance Solutions (Life Sciences) Limited is a private company limited by shares incorporated in Scotland. The registered office is Suite 10, Dunnswood Road, Cumbernauld, Glasgow, G67 3EN. The company's principal activities and nature of its operations are disclosed in the directors' report.
1.1
Accounting convention
The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.
The company transitioned to FRS 101 and these are the first financial statements presented under FRS 101. The date of transition was 1 July 2024. The company has not taken any transitional exemptions on adoption of FRS 101.
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 £1.
The principal accounting policies adopted are set out below.
This company is a qualifying entity for purposes of FRS 101, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intented to give a true an fair view of the assets, liabilities, financial position and profit or loss of the group.
As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:
the requirements of IFRS 7 Financial Instruments: Disclosure, on the grounds that equivalent disclosures for financial instruments are presented in the group accounts of Abingdon Health Plc;
the requirements of IAS 7 'Statement of Cash Flows' to present a statement of cash flows;
disclosure of key management personnel compensation;
comparative period reconciliations for the number of shares outstanding and the carrying amounts of property, plant and equipment and intangible assets;
a reconciliation of the number and weighted average exercise prices of share options, how the fair value of share-based payments was determined and their effect on profit or loss and the financial position;
the requirement of IAS 24 'Related Party Disclosures' to disclose related party transactions and balances between two or more members of a group;
the requirement in paragraph 38 of IAS 1 ' Presentation of Financial Statements ' to present comparative information in respect of:
(i) paragraph 79 (a)(iv) of IAS 1;
(ii) paragrpah 73 (e) of IAS 16 ' Property , Plant and Equipment '; and
Where required, equivalent disclosures are given in the group accounts of Abingdon Health Plc. The group accounts of Abingdon Health Plc are available to the public and can be obtained as set out in note 21.
COMPLIANCE SOLUTIONS (LIFE SCIENCES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 12 -
1.2
Going concern
The Company is part of Abingdon Health plc (the "Group") and relies on financial support of the Group to continue as a going concern. Accordingly, the Directors have considered the ability of the Group to continue as a going concern.true
During the financial year the Group met its day to day working capital requirements through cash resources held with Barclays Bank plc, as well as an equity fundraise in August 2024 which provided £5.6 million (£5.2 million net of expenses).
As at 30 June 2025 the Group had cash and cash equivalents of £1.9 million (30 June 2024: £1.4 million), with £0.7 million (30 June 2024: £0.7 million) outstanding on a loan with Innovate where quarterly repayments are due to commence in July 2026 and complete in April 2030. Subsequent to 30 June 2025, the Company completed an additional equity fundraise in October 2025 which raised £3.4 million (£3.2 million net of expenses) from institutional and retail investors for working capital purposes and further expansion of Abingdon Health USA Inc.
The Board remains focused on growing the Group’s revenues through both broadening the range of services offered to the customer base, via both recent acquisitions and the opening of Abingdon Analytical Limited, and geographic expansion through Abingdon Health USA Inc. The Board’s expectation is that this revenue growth will progress the Group to a cashflow positive position during calendar year 2026, which will reduce the need for future equity funding.
The Group’s forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group should be able to operate within the level of its current cash resources for at least the next 12 months from the date of signing the financial statements.
Taking into account all of the above, the Directors have a reasonable expectation that the Group and Parent Company, and hence the Company, have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
1.3
Revenue
The company recognises revenue in accordance with IFRS 15 'Revenue from Contracts with Customers'. Revenue is recognised when control of goods or services is transferred to the customer at an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.
The company applies the five-step model outlined in IFRS 15:
1. Identify the contract(s) with a customer - The company enters into contracts that create enforceable rights and obligations with customers.
2. Identify the performance obligations in the contract - The company identifies each promise to transfer distinct goods or services to the customer.
3. Determine the transaction price - The company determines the amount of consideration to which it expects to be entitled, adjusted for variable consideration.
4. Allocate the transaction price to the performance obligations - Where contracts contain multiple performance obligations, the transaction price is allocated based on relative standalone selling prices.
5. Recognise revenue when (or as) performance obligations are satisfied - Revenue is recognised either at a point in time or over time based on enforceable right to payment, depending on when control transfers to the customer.
COMPLIANCE SOLUTIONS (LIFE SCIENCES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 13 -
1.3
Revenue (continued)
Regulatory services
Nature of performance obligations: Regulatory services comprise ongoing advisory and compliance support services to help customers meet regulatory requirements in international markets. These represent a single performance obligation satisfied over time.
Transaction price determination: The transaction price is typically time-based charges at agreed day rates for consulting services.
Revenue recognition timing: Revenue is recognised over time as services are performed, as the customer simultaneously receives and consumes the benefit of the company's performance. The company uses an input method (time elapsed or costs incurred) to measure progress toward complete satisfaction of the performance obligation.
Contract assets and liabilities: Contract assets and liabilities are recognised consistent with the timing of performance relative to customer payment terms.
Critical Judgements and Estimates
The company exercises judgement in the following areas:
Assessing the degree of completion for development services with milestone arrangements
Where relevant, constraining estimates of variable consideration to prevent significant reversals
Evaluating whether technical feasibility uncertainties require deferral of revenue recognition
Determining standalone selling prices for contracts with multiple performance obligations
1.4
Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost, 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:
Plant and equipment
20% 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 recognised in the income statement.
1.5
Impairment of non-current assets
At each reporting end date, the company reviews the carrying amounts of its tangible 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.
COMPLIANCE SOLUTIONS (LIFE SCIENCES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 14 -
1.5
Impairment of non-current assets (continued)
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.
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.
1.6
Cash and cash equivalents
Cash and cash equivalents 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.
1.7
Financial assets
Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
This category applies to trade and other receivables due from customers in the normal course of business. Trade and other receivables are initially recorded at fair value and thereafter are measured at amortised cost using the effective interest rate.
The company classifies its financial assets as at amortised cost only if both of the following criteria are met:
(i) the asset is held within a business model with the objective of collecting the contractual cash flows; and
(ii) the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal outstanding.
COMPLIANCE SOLUTIONS (LIFE SCIENCES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 15 -
1.7
Financial assets (continued)
Impairment of financial assets
The company applies a forward-looking model of IFRS 9 to create an estimation of the expected credit losses arising in the next year on its financial assets, using an expectation derived from historical irrecoverable percentages as adjusted for predicted credit risk adjustments arising through forecast market changes.
If an asset is impaired, the impairment loss is the difference between the carrying value 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 when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.8
Financial liabilities
The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as 'other financial liabilities'.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
Share capital represents the nominal value of shares that have been issued.
Retained earnings include all current and prior period retained profits.
The capital contribution reserve relates to the earn-out consideration payable, see note 18.
1.10
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 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
COMPLIANCE SOLUTIONS (LIFE SCIENCES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 16 -
1.9
Taxation (continued)
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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 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.
1.11
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 inventories 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.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Leases
At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.
The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
COMPLIANCE SOLUTIONS (LIFE SCIENCES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 17 -
2
Critical accounting estimates and judgements
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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
Critical judgements
Earn-out consideration
On 15 August 2024, 100% percent of the issued capital of the Company was acquired by Abingdon Health Plc. Part of the consideration was an 'earn-out consideration' which will be satisfied by the issue of shares in Abingdon Health plc and due to its link to continuous employment with the Company, this consitutes employee remuneration under IFRS 3 and has been treated as a share based payment in these financial statements. This consideration is spread across the two year period from acquisiton and as a result, £109k has been expensed as a share-based payment in the Statement of Comprehensive Income.
The Directors have used judgement as to the potential level of earn-out consideration which will be payable and based on the current forecasts for the Company consider the conditions linked to the earn-out will be satisfied in full. For further information relating to the acquisition of the Company, see the Abingdon Health plc Group financial statements which can be obtained through the details in note 21.
3
Revenue
2025
2024
as restated
£
£
Revenue analysed by class of business
Regulatory
3,278,009
2,556,199
2025
2024
as restated
£
£
Revenue analysed by geographical market
United Kingdom
3,278,009
2,556,199
4
Operating (loss)/profit
2025
2024
Operating (loss)/profit for the year is stated after charging:
£
£
Exchange losses
13,684
-
Costs associated with short term lease
12,870
20,983
Depreciation of property, plant and equipment
2,823
3,014
Share-based payments
109,375
-
COMPLIANCE SOLUTIONS (LIFE SCIENCES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
4
Operating (loss)/profit
(Continued)
- 18 -
In the current year the Directors have split employee costs between cost of sales and administrative expenses following a reconsideration of expenditure type after the acquisition of the Company by Abingdon Health plc. The prior period has not been adjusted.
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
25,000
-
In the current year the company's audit fee has been borne by its parent, Abingdon Health Plc.
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Directors
3
3
Research staff
36
33
Total
39
36
Their aggregate remuneration comprised:
2025
2024
£
£
Wages and salaries
1,996,241
1,642,715
Social security costs
234,026
180,357
Pension costs
123,697
111,984
Earn-out consideration classified as a share-based payment
109,375
-
2,463,339
1,935,056
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
78,408
13,658
Company pension contributions to defined contribution schemes
36,000
39,000
114,408
52,658
COMPLIANCE SOLUTIONS (LIFE SCIENCES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
7
Directors' remuneration
(Continued)
- 19 -
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1). Only 1 director is remunerated by the Company. There is no recharge made for other directors for their services to the Company.
8
Finance costs
2025
2024
£
£
Interest on bank overdrafts
551
678
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
10,729
58,806
The charge for the year can be reconciled to the (loss)/profit per the income statement as follows:
2025
2024
£
£
(Loss)/profit before taxation
(177,725)
116,094
Expected tax (credit)/charge based on a corporation tax rate of 25.00% (2024: 25.00%)
(44,431)
29,024
Effect of expenses not deductible in determining taxable profit
127,520
4,989
Group relief
(75,038)
Permanent capital allowances in excess of depreciation
(1,523)
Other
-
24,793
Other short term temporary differences
4,201
-
Taxation charge for the year
10,729
58,806
10
Dividends
2025
2024
2025
2024
Amounts recognised as distributions:
per share
per share
Total
Total
£
£
£
£
Ordinary
Final dividend paid
60.00
730.00
6,000
73,000
COMPLIANCE SOLUTIONS (LIFE SCIENCES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 20 -
11
Property, plant and equipment
Plant and equipment
£
Cost
At 1 July 2024
15,070
Additions
8,916
At 30 June 2025
23,986
Accumulated depreciation and impairment
At 1 July 2024
11,496
Charge for the year
2,823
At 30 June 2025
14,319
Carrying amount
At 30 June 2025
9,667
At 30 June 2024
3,574
12
Trade and other receivables
2025
2024
as restated
£
£
Trade receivables
839,013
658,990
Expected credit losses
(400,000)
-
439,013
658,990
Amounts owed by fellow group undertakings
55,783
Other receivables
-
11,932
Prepayments and accrued income
276,280
222,000
771,076
892,922
Expected credit losses for the following 12 months have been estimated in accordance with IFRS 9 'Financial Instruments'. The current period expected credit losses have been adjusted to reflect credit risks outstanding at the current reporting period date. The expected credit loss provision has been determined by reference to past default experience and known issues. Write offs are made when the irrecoverable amount becomes certain. The Directors consider that the carrying amount of trade and other receivables approximates to their fair value.
Following the acquisition by Abingdon Health plc, the directors reviewed the recoverability of certain aged trade receivables and put in place a provision of £400,000. The expected credit loss has been recognised in full in FY 2025 reflecting the change of accounting estimate.
The amounts owed by fellow group undertakings are unsecured, interest free and repayable on demand.
Prepayments and accrued income has been restated for the prior year as detailed in note 23.
COMPLIANCE SOLUTIONS (LIFE SCIENCES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 21 -
13
Borrowings
2025
2024
£
£
Borrowings held at amortised cost:
Bank overdrafts
-
15,662
Directors' loans
-
50,140
-
65,802
The directors' loan account incurred no interest. The loan account was settled on the purchase of Compliance Solutions (Life Sciences) Limited by Abingdon Health Plc.
14
Trade and other payables
2025
2024
£
£
Trade payables
4,872
1,990
Amount owed to parent undertaking
95,965
Amounts owed to fellow group undertakings
25,000
-
Accruals
142
Other payables
16,805
12,062
142,784
14,052
The amounts owed to parent and fellow group undertakings are unsecured, interest free and repayable on demand.
15
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
123,697
111,984
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. At the year-end there is a pension creditor of £16,805.
16
Other leasing information
Lessee
Amounts recognised in profit or loss as an expense during the period in respect of lease arrangements are as follows:
2025
2024
£
£
Expense relating to short-term leases
12,870
20,983
COMPLIANCE SOLUTIONS (LIFE SCIENCES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
16
Other leasing information
(Continued)
- 22 -
The rental lease expense is in relation to a rolling contract so there is not a financial obligation extending past 12 months that falls under IFRS 16.
17
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
100
100
100
100
Ordinary shareholders are entitled to one vote per share held and entitled to dividends. In the event of a winding up of the company, Ordinary shareholders are entitled to participate in the distribution of the company's assets.
18
Capital contribution reserve
2025
2024
£
£
At the beginning of the year
-
-
Earn-out consideration classfied as a share-based payment
109,375
-
At the end of the year
109,375
-
On 15 August 2024, 100% percent of the issued capital of the Company was acquired by Abingdon Health Plc. Part of the consideration was an 'earn-out consideration' which will be satisfied by the issue of shares in Abingdon Health plc and due to its link to continuous employment with the Company, this consitutes employee remuneration under IFRS 3 and has been treated as a share based payment in these financial statements. Full details can be seen in the group accounts of Abingdon Health Plc, which are publicly available.
19
Contingent liabilities
The Company has no contingent liabilities or other commitments at the year end (2024 - none).
20
Related party transactions
The company has taken advantage of the disclosure exemptions conferred by FRS 101 to not disclose related party transactions and balances where relevant group companies are all wholly owned by the group headed by Abingdon Health Plc. Details of the outstanding balances at the year end are given in notes 12 and 14.
There are no other related party transactions to disclose.
21
Controlling company
The immediate and ultimate controlling parent company is Abingdon Health Plc, a company incorporated in England and Wales with its registered office at York Biotech Campus, Sand Hutton, York, YO41 1LZ. Abingdon Health Plc is the smallest and largest group into which Compliance Solutions (Life Sciences) Limited is consolidated.
COMPLIANCE SOLUTIONS (LIFE SCIENCES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 23 -
22
Transition adjustments
In the current financial period, the company has transitioned from FRS 102 to FRS 101 and in the opinion of the directors there are no transitional adjustments and therefore there are no changes to either the statement of comprehensive income or the statement of financial position for the year ended 30 June 2024.
23
Prior period adjustment
Changes to the statement of financial position
At 30 June 2024
Previously reported
Adjustment
As restated
£
£
£
Current assets
Trade and other receivables
670,922
222,000
892,922
Current assets
840,170
222,000
1,062,170
Net current assets
570,273
222,000
792,273
Net assets
573,847
222,000
795,847
Capital and reserves
Retained earnings
573,747
222,000
795,747
Total equity
573,847
222,000
795,847
Changes to the income statement
Year ended 30 June 2024
Previously reported
Adjustment
As restated
£
£
£
Revenue
2,653,199
(97,000)
2,556,199
Gross profit
2,653,199
(97,000)
2,556,199
Operating profit
213,772
(97,000)
116,772
Profit before taxation
213,094
(97,000)
116,094
Profit and total comprehensive income
154,288
(97,000)
57,288
COMPLIANCE SOLUTIONS (LIFE SCIENCES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
23
Prior period adjustment
(Continued)
- 24 -
Notes to reconciliation
The prior period has been restated to correct the period in which revenue is recognised as income was previously recognised upon billing as opposed to upon satisfaction of performance obligations. The year to 30 June 2024 has been amended to remove income relating to June 2023 and to recognise income relating to June 2024, as well as opening reserves as at 1 July 2023 being restated. In accordance with FRS 101 - Reduced disclosure framework, the Company has taken the election under IAS 1 40A-D in not presenting a third statement of financial position.
2025-06-302024-07-01Mr C H F YatesMs C VendettuoliMr E W LindsayMr T E HayesfalsefalseCCH SoftwareiXBRL Review & Tag 2025.2SC3444232024-07-012025-06-30SC344423bus:Director12024-07-012025-06-30SC344423bus:Director22024-07-012025-06-30SC344423bus:Director32024-07-012025-06-30SC344423bus:CompanySecretary12024-07-012025-06-30SC344423bus:RegisteredOffice2024-07-012025-06-30SC3444232025-06-30SC3444232023-07-012024-06-30SC344423core:ContinuingOperations2024-07-012025-06-30SC344423core:RetainedEarningsAccumulatedLosses2024-07-012025-06-30SC344423core:RetainedEarningsAccumulatedLosses2023-07-012024-06-30SC3444232024-06-30SC344423core:PlantMachinery2025-06-30SC344423core:PlantMachinery2024-06-30SC344423core:CurrentFinancialInstruments2025-06-30SC344423core:CurrentFinancialInstruments2024-06-30SC344423core:CurrentFinancialInstrumentscore:WithinOneYear2025-06-30SC344423core:CurrentFinancialInstrumentscore:WithinOneYear2024-06-30SC344423core:ShareCapital2025-06-30SC344423core:ShareCapital2024-06-30SC344423core:RetainedEarningsAccumulatedLosses2025-06-30SC344423core:RetainedEarningsAccumulatedLosses2024-06-30SC3444232023-06-30SC344423core:PlantMachinery2024-06-30SC344423core:PlantMachinery2024-07-012025-06-30SC344423bus:PrivateLimitedCompanyLtd2024-07-012025-06-30SC344423bus:FRS1012024-07-012025-06-30SC344423bus:Audited2024-07-012025-06-30SC344423bus:FullAccounts2024-07-012025-06-30xbrli:purexbrli:sharesiso4217:GBP