Caseware UK (AP4) 2024.0.164 2024.0.164 2024-12-312024-12-3100false2024-01-0144falsefalse52false 03572986 2024-01-01 2024-12-31 03572986 2023-01-01 2023-12-31 03572986 2024-12-31 03572986 2023-12-31 03572986 2023-01-01 03572986 1 2024-01-01 2024-12-31 03572986 d:CompanySecretary1 2024-01-01 2024-12-31 03572986 d:Director1 2024-01-01 2024-12-31 03572986 d:Director2 2024-01-01 2024-12-31 03572986 d:Director3 2024-01-01 2024-12-31 03572986 d:Director5 2024-01-01 2024-12-31 03572986 d:Director9 2024-01-01 2024-12-31 03572986 d:Director10 2024-01-01 2024-12-31 03572986 d:RegisteredOffice 2024-01-01 2024-12-31 03572986 c:Buildings 2024-01-01 2024-12-31 03572986 c:Buildings c:ShortLeaseholdAssets 2024-01-01 2024-12-31 03572986 c:Buildings c:ShortLeaseholdAssets 2024-12-31 03572986 c:Buildings c:ShortLeaseholdAssets 2023-12-31 03572986 c:PlantMachinery 2024-01-01 2024-12-31 03572986 c:MotorVehicles 2024-01-01 2024-12-31 03572986 c:FurnitureFittings 2024-01-01 2024-12-31 03572986 c:FurnitureFittings 2024-12-31 03572986 c:FurnitureFittings 2023-12-31 03572986 c:FurnitureFittings c:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 03572986 c:OfficeEquipment 2024-01-01 2024-12-31 03572986 c:ComputerEquipment 2024-01-01 2024-12-31 03572986 c:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 03572986 c:DevelopmentCostsCapitalisedDevelopmentExpenditure 2024-01-01 2024-12-31 03572986 c:Goodwill 2024-01-01 2024-12-31 03572986 c:CopyrightsPatentsTrademarksServiceOperatingRights 2024-01-01 2024-12-31 03572986 c:CurrentFinancialInstruments 2024-12-31 03572986 c:CurrentFinancialInstruments 2023-12-31 03572986 c:Non-currentFinancialInstruments 2024-12-31 03572986 c:Non-currentFinancialInstruments 2023-12-31 03572986 c:CurrentFinancialInstruments c:WithinOneYear 2024-12-31 03572986 c:CurrentFinancialInstruments c:WithinOneYear 2023-12-31 03572986 c:ShareCapital 2024-01-01 2024-12-31 03572986 c:ShareCapital 2024-12-31 03572986 c:ShareCapital 2023-01-01 2023-12-31 03572986 c:ShareCapital 2023-12-31 03572986 c:ShareCapital 2023-01-01 03572986 c:SharePremium 2024-01-01 2024-12-31 03572986 c:SharePremium 2024-12-31 03572986 c:SharePremium 2023-01-01 2023-12-31 03572986 c:SharePremium 2023-12-31 03572986 c:SharePremium 2023-01-01 03572986 c:ForeignCurrencyTranslationReserve 2024-01-01 2024-12-31 03572986 c:OtherMiscellaneousReserve 2024-01-01 2024-12-31 03572986 c:OtherMiscellaneousReserve 2024-12-31 03572986 c:OtherMiscellaneousReserve 2023-01-01 2023-12-31 03572986 c:OtherMiscellaneousReserve 2023-12-31 03572986 c:OtherMiscellaneousReserve 2023-01-01 03572986 c:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 03572986 c:RetainedEarningsAccumulatedLosses 2024-12-31 03572986 c:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 03572986 c:RetainedEarningsAccumulatedLosses 2023-12-31 03572986 c:RetainedEarningsAccumulatedLosses 2023-01-01 03572986 c:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2024-12-31 03572986 c:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2023-12-31 03572986 c:FinancialLiabilitiesFairValueThroughProfitOrLoss c:ListedExchangeTraded 2024-12-31 03572986 c:FinancialLiabilitiesFairValueThroughProfitOrLoss c:ListedExchangeTraded 2023-12-31 03572986 c:AcceleratedTaxDepreciationDeferredTax 2024-12-31 03572986 c:AcceleratedTaxDepreciationDeferredTax 2023-12-31 03572986 c:TaxLossesCarry-forwardsDeferredTax 2024-12-31 03572986 c:TaxLossesCarry-forwardsDeferredTax 2023-12-31 03572986 c:RetirementBenefitObligationsDeferredTax 2024-12-31 03572986 c:RetirementBenefitObligationsDeferredTax 2023-12-31 03572986 d:OrdinaryShareClass1 2024-01-01 2024-12-31 03572986 d:OrdinaryShareClass1 2023-01-01 2023-12-31 03572986 d:OrdinaryShareClass1 2024-12-31 03572986 d:OrdinaryShareClass1 2023-12-31 03572986 d:FRS102 2024-01-01 2024-12-31 03572986 d:Audited 2024-01-01 2024-12-31 03572986 d:FullAccounts 2024-01-01 2024-12-31 03572986 d:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 03572986 c:Subsidiary1 2024-01-01 2024-12-31 03572986 c:Subsidiary1 1 2024-01-01 2024-12-31 03572986 c:Subsidiary2 2024-01-01 2024-12-31 03572986 c:Subsidiary2 1 2024-01-01 2024-12-31 03572986 c:Subsidiary3 2024-01-01 2024-12-31 03572986 c:Subsidiary3 1 2024-01-01 2024-12-31 03572986 c:Subsidiary4 2024-01-01 2024-12-31 03572986 c:Subsidiary4 1 2024-01-01 2024-12-31 03572986 c:Subsidiary5 2024-01-01 2024-12-31 03572986 c:Subsidiary5 1 2024-01-01 2024-12-31 03572986 c:Subsidiary6 2024-01-01 2024-12-31 03572986 c:Subsidiary6 1 2024-01-01 2024-12-31 03572986 c:Subsidiary7 2024-01-01 2024-12-31 03572986 c:Subsidiary7 1 2024-01-01 2024-12-31 03572986 c:Subsidiary8 2024-01-01 2024-12-31 03572986 c:Subsidiary8 1 2024-01-01 2024-12-31 03572986 c:Subsidiary9 2024-01-01 2024-12-31 03572986 c:Subsidiary9 1 2024-01-01 2024-12-31 03572986 c:WithinOneYear 2024-12-31 03572986 c:WithinOneYear 2023-12-31 03572986 c:BetweenOneFiveYears 2024-12-31 03572986 c:BetweenOneFiveYears 2023-12-31 03572986 d:Consolidated 2024-12-31 03572986 d:ConsolidatedGroupCompanyAccounts 2024-01-01 2024-12-31 03572986 2 2024-01-01 2024-12-31 03572986 6 2024-01-01 2024-12-31 03572986 e:PoundSterling 2024-01-01 2024-12-31 03572986 c:ShareCapital c:PreviouslyStatedAmount 2023-12-31 03572986 c:ShareCapital c:PreviouslyStatedAmount 2023-01-01 03572986 c:SharePremium c:PreviouslyStatedAmount 2023-12-31 03572986 c:SharePremium c:PreviouslyStatedAmount 2023-01-01 03572986 c:RetainedEarningsAccumulatedLosses c:PreviouslyStatedAmount 2023-12-31 03572986 c:PreviouslyStatedAmount 2023-12-31 03572986 c:PreviouslyStatedAmount 2023-01-01 03572986 c:PriorPeriodErrorIncreaseDecrease 2023-12-31 03572986 c:PriorPeriodErrorIncreaseDecrease 2023-01-01 03572986 c:SharePremium c:PriorPeriodErrorIncreaseDecrease 2023-12-31 03572986 c:SharePremium c:PriorPeriodErrorIncreaseDecrease 2023-01-01 03572986 c:OtherMiscellaneousReserve c:PriorPeriodErrorIncreaseDecrease 2023-12-31 03572986 c:OtherMiscellaneousReserve c:PriorPeriodErrorIncreaseDecrease 2023-01-01 03572986 c:RetainedEarningsAccumulatedLosses c:PriorPeriodErrorIncreaseDecrease 2023-12-31 03572986 c:RetainedEarningsAccumulatedLosses c:PriorPeriodErrorIncreaseDecrease 2023-01-01 03572986 c:ShareCapital c:PriorPeriodErrorIncreaseDecrease 2023-12-31 03572986 c:ShareCapital c:PriorPeriodErrorIncreaseDecrease 2023-01-01 xbrli:shares iso4217:GBP xbrli:pure



















Sera Laboratories International Limited

Registered number: 03572986
Annual Report
For the year ended 31 December 2024

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
COMPANY INFORMATION


Directors
A Friedman 
R J Haigh 
P L Shukla 
M B Tobin 
L Fuller 
A Romoli 




Company secretary
Ogier Global (UK) Limited



Registered number
03572986



Registered office
C/O Ogier Global (UK) Limited
4th Floor, 3 St Helen's Place

London

United Kingdom

EC3A 6AB




Independent auditor
Forvis Mazars LLP
Chartered Accountants & Statutory Auditor

30 Old Bailey

London

EC4M 7AU





 
SERA LABORATORIES INTERNATIONAL LIMITED
 

CONTENTS



Page
Group strategic report
 
1 - 2
Directors' report
 
3 - 5
Independent auditor's report
 
6 - 9
Consolidated statement of comprehensive income
 
10
Consolidated statement of financial position
 
11 - 12
Company statement of financial position
 
13 - 14
Consolidated statement of changes in equity
 
15
Company statement of changes in equity
 
16
Consolidated statement of cash flows
 
17 - 18
Notes to the financial statements
 
19 - 47


 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The directors present their Group strategic report for Sera Laboratories International Limited (the 'Company') and its subsidiaries (the 'Group') together with the audited consolidated financial statements for the year ended 31 December 2024.

Business review
 
The principal activity of the Group is to enable and accelerate medical breakthroughs that enhance and extend lives by delivering personalised biospecimen solutions to the life science and diagnostics industries.
There were no further acquisitions during the year ended 31 December 2024
The Group specializes in control and disease state samples including human and animal tissues, cell products, blood, and other biofluids. Our unmatched portfolio of clinical specimens directly supports precision medicine research and the effort to improve patient outcomes by coupling comprehensive clinical data with donor samples.
The Group results are a combination of the following companies:
 
Sera Laboratories International Ltd
Clinical Trial Laboratory Services Ltd
Tissue Solutions Ltd
The Intelligent Tissue Group Ltd
Cypex Limited
Fidelis Research EAD and its subsidiaries


Principal risks and uncertainties
 
The Group operates in a rapidly changing economic and technological environment that presents numerous risks. The key risks facing the business are:
 
Foreign exchange exposure as the Group operates in a global market;
Ever changing and enhancements on technology; and
Changes in regulatory and legislation within the Biotechnological market.


- 1 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Financial key performance indicators
 
The key performance indicators (KPI’s) for the Group during the year were as follows:

2024
2023
£
£



Turnover
17,982,554
18,286,264

Gross profit
8,085,827
11,175,187

Loss before taxation
(9,027,633)
(5,043,063)

The Group continue to monitor its financial performance through the Group’s forecasts and projections.


This report was approved by the board and signed on its behalf by:



M B Tobin
Director

Date: 4 December 2025

- 2 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

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

Principal activity

The principal activity of the Company and Group is to enable and accelerate medical breakthroughs that enhance and extend lives by delivering personalised biospecimen solutions to the life science and diagnostics industries.

Results and dividends

The loss for the year, after taxation, amounted to £9,205,602 (Restated 2023: loss of £5,611,521).

The directors do not recommend the payment of a dividend for the year (2023: £nil).

Directors

The directors who served during the year and to the date of this report were:

A Friedman 
R J Haigh 
P L Shukla 
M B Tobin 
L Fuller 
A Romoli 

Directors' responsibilities statement

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;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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 2006They 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.

- 3 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Future developments

The Group is committed to enhancing and developing both its product portfolio and service offering. The directors believe the Group has sufficiently dedicated staff, financial strength and skilled management to lead to further profitable growth in the coming financial years.

Going concern

The directors have closely considered the financial position of the Company and the Group. The directors consider that the Group has adequate resources to continue in operation existence for at least twelve months from the date of signing these financial statements following the review of budgets and forecasts which confirm the Groups ability to settle obligations as and when they fall due. The Group is also assured of financial support from Cobalt Holdings I, LP, the ultimate controlling party.
On this basis the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Economic impact of global events

UK businesses are facing many uncertainties and challenges caused by political, economic, social, technological, legal and environmental factors. These uncertainties have contributed to an environment where a range of issues and risks exist, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.
The directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and has concluded that the greatest impact on the business is expected to be from the economic ripple effect on the global economy. The directors have taken account of these potential impacts in their going concern assessment.
The Group continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.

Qualifying third party indemnity provisions

The Group has granted an indemnity to one or more of its directors against liability in respect of proceedings brought by third parties, subject to the conditions set out in section 234 of the Companies Act 2006. Such qualifying third-party indemnity provision was in force during the year at the date of approving the Directors' report.

Provision of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the directors are aware, there is no relevant audit information of which the Company and the Group's auditor is unaware; and

the directors have 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.

Post balance sheet events

There have been no significant events affecting the Company or the Group since year end. 

- 4 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Auditor

The auditor, Forvis Mazars LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf by:
 





M B Tobin
Director

Date: 4 December 2025

- 5 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SERA LABORATORIES INTERNATIONAL LIMITED
 

Opinion

We have audited the financial statements of Sera Laboratories International Limited (the ‘Parent Company’) and its subsidiaries (the 'Group') for the year ended 31 December 2024 which comprise the Consolidated statement of comprehensive income, Consolidated statement of financial position, Company Statement of financial position, Consolidated statement of changes in equity, Company statement of changes in equity, Consolidated statement of cash flows and notes to the financial statements, including a summary of significant accounting policies. 
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 and the Parent Company’s affairs as at 31 December 2024 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 the 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 and the 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.
- 6 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SERA LABORATORIES INTERNATIONAL LIMITED
 

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 the audit:
 
the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

- 7 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SERA LABORATORIES INTERNATIONAL LIMITED
 

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 Group and 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 intend either to liquidate the Group or the Parent 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.
 
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
 
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. 

Based on our understanding of the Group, the Parent Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation and anti-money laundering regulation.

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
Inquiring of management and, where appropriate, those charged with governance, as to whether the Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
Considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud.  

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006.
- 8 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SERA LABORATORIES INTERNATIONAL LIMITED
 

In addition, we evaluated the directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the occurrence assertion), and significant one-off or unusual transactions.

Our audit procedures in relation to fraud included but were not limited to:
Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
Gaining an understanding of the internal controls established to mitigate risks related to fraud;
Discussing amongst the engagement team the risks of fraud; and
Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of the audit 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.




Yuvan Deena (Senior statutory auditor)  
For and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor 
30 Old Bailey
London
EC4M 7AU

4 December 2025
- 9 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

As restated
2024
2023
Note
£
£

  

Turnover
 4 
17,982,554
18,286,264

Cost of sales
  
(9,896,727)
(7,111,077)

Gross profit
  
8,085,827
11,175,187

Distribution costs
  
(180,328)
(145,526)

Administrative expenses
  
(15,308,001)
(15,351,177)

Other operating income
 5 
713
-

Operating loss
 6 
(7,401,789)
(4,321,516)

Interest receivable and similar income
 10 
20,884
12,730

Interest payable and similar expenses
 11 
(1,759,957)
(1,781,325)

Foreign exchange gain on shareholder loans
  
113,229
1,047,048

Loss before taxation
  
(9,027,633)
(5,043,063)

Tax on loss
 12 
(177,969)
(568,458)

Loss for the financial year
  
(9,205,602)
(5,611,521)

  

Currency translation differences
  
(227,661)
913,222

Total comprehensive loss for the year
  
(9,433,263)
(4,698,299)

Loss for the year attributable to:
  

Owners of the Parent Company
  
(9,205,602)
(5,611,521)

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

The notes on pages 19 to 47 form part of these financial statements.

- 10 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
REGISTERED NUMBER: 03572986

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

As restated
2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
51,391,038
58,267,073

Tangible assets
 14 
1,594,545
2,022,861

  
52,985,583
60,289,934

Current assets
  

Stocks
 16 
3,939,371
4,488,870

Debtors: amounts falling due after more than one year
 17 
200,345
198,314

Debtors: amounts falling due within one year
 17 
42,944,669
35,839,401

Cash and cash equivalents
 18 
1,413,969
1,555,785

  
48,498,354
42,082,370

Creditors: amounts falling due within one year
 19 
(36,087,748)
(29,070,694)

Net current assets
  
 
 
12,410,606
 
 
13,011,676

Total assets less current liabilities
  
65,396,189
73,301,610

Creditors: amounts falling due after more than one year
 20 
(21,967,532)
(20,320,804)

Provisions for liabilities
  

Deferred taxation
 22 
(25,196)
(144,082)

  
 
 
(25,196)
 
 
(144,082)

Net assets
  
43,403,461
52,836,724


Capital and reserves
  

Called up share capital 
 23 
146
146

Share premium account
 24 
33,072,187
33,072,187

Foreign exchange reserve
 24 
(215,255)
12,406

Capital contribution reserve
 24 
18,174,824
18,174,824

Profit and loss account
 24 
(7,628,441)
1,577,161

Total equity
  
43,403,461
52,836,724


- 11 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
REGISTERED NUMBER: 03572986
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




M B Tobin
Director

Date: 4 December 2025

The notes on pages 19 to 47 form part of these financial statements.

- 12 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
REGISTERED NUMBER: 03572986

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

As restated
2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 14 
121,680
91,971

Investments in subsidiaries
 15 
52,768,421
52,768,421

  
52,890,101
52,860,392

Current assets
  

Stocks
 16 
646,452
598,950

Debtors: amounts falling due within one year
 17 
37,699,996
28,278,725

Cash and cash equivalents
 18 
682,377
791,857

  
39,028,825
29,669,532

Creditors: amounts falling due within one year
 19 
(27,190,888)
(21,334,744)

Net current assets
  
 
 
11,837,937
 
 
8,334,788

Total assets less current liabilities
  
64,728,038
61,195,180

  

Provisions for liabilities
  

Deferred taxation
 22 
(2,346)
(18,913)

Net assets
  
 
 
64,725,692
 
 
61,176,267


Capital and reserves
  

Called up share capital 
 23 
146
146

Share premium account
 24 
33,072,187
33,072,187

Capital contribution reserve
 24 
13,316,887
13,316,887

Profit and loss account
 24 
18,336,472
14,787,047

Total equity
  
64,725,692
61,176,267


- 13 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
REGISTERED NUMBER: 03572986
    
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024

The Company has elected to take exemption under Section 408 of the Companies Act not to present its own Statement of comprehensive income in these financial statements. The profit for the year was £3,549,425 (Restated 2023: profit of £3,043,418).
The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 



M B Tobin
Director

Date: 4 December 2025

The notes on pages 19 to 47 form part of these financial statements.

- 14 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Share premium account
Foreign exchange reserve
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£
£
£


At 1 January 2023 (as previously stated)
100
-
(900,816)
51,247,057
7,499,508
57,845,849

Prior year adjustment (note 29)
46
33,072,187
-
(33,072,233)
(310,826)
(310,826)


At 1 January 2023 (as restated)
146
33,072,187
(900,816)
18,174,824
7,188,682
57,535,023


Comprehensive loss for the year

Loss for the year (as restated)
-
-
-
-
(5,611,521)
(5,611,521)

Currency translation differences
-
-
913,222
-
-
913,222


Other comprehensive income for the year
-
-
913,222
-
-
913,222


Total comprehensive loss for the year
-
-
913,222
-
(5,611,521)
(4,698,299)



At 1 January 2024 (as previously stated)
100
-
12,406
51,247,057
2,071,345
53,330,908

Prior year adjustment (note 29)
46
33,072,187
-
(33,072,233)
(494,184)
(494,184)


At 1 January 2024 (as restated)
146
33,072,187
12,406
18,174,824
1,577,161
52,836,724


Comprehensive loss for the year

Loss for the year
-
-
-
-
(9,205,602)
(9,205,602)

Currency translation differences
-
-
(227,661)
-
-
(227,661)


Other comprehensive income for the year
-
-
(227,661)
-
-
(227,661)


Total comprehensive loss for the year
-
-
(227,661)
-
(9,205,602)
(9,433,263)


At 31 December 2024
146
33,072,187
(215,255)
18,174,824
(7,628,441)
43,403,461


The notes on pages 19 to 47 form part of these financial statements.

- 15 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


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

£
£
£
£
£


At 1 January 2023 (as previously stated)
100
-
13,316,887
11,743,629
25,060,616

Prior year adjustment (see note 29)
46
33,072,187
-
-
33,072,233


At 1 January 2023 (as restated)
146
33,072,187
13,316,887
11,743,629
58,132,849


Comprehensive income for the year

Profit for the year
-
-
-
3,043,418
3,043,418


Other comprehensive income for the year
-
-
-
-
-


Total comprehensive income for the year
-
-
-
3,043,418
3,043,418



At 1 January 2024 (as previously stated)
100
-
13,316,887
15,000,740
28,317,727

Prior year adjustment (see note 29)
46
33,072,187
-
(213,693)
32,858,540


At 1 January 2024 (as restated)
146
33,072,187
13,316,887
14,787,047
61,176,267


Comprehensive income for the year

Profit for the year
-
-
-
3,549,425
3,549,425


Other comprehensive income for the year
-
-
-
-
-


Total comprehensive income for the year
-
-
-
3,549,425
3,549,425


At 31 December 2024
146
33,072,187
13,316,887
18,336,472
64,725,692


The notes on pages 19 to 47 form part of these financial statements.

- 16 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024

As restated
2024
2023
£
£

Cash flows from operating activities

Loss for the financial year
(9,205,602)
(5,611,521)

Adjustments for:

Amortisation of intangible assets
6,876,035
6,875,666

Depreciation of tangible assets
533,192
601,032

Loss on disposal of tangible assets
3,703
-

Foreign currency (gain)/loss on tangible assets
(6,443)
109,858

Foreign currency gain on shareholder loans
(113,229)
(1,047,048)

Interest receivable and similar income
(20,884)
(12,730)

Interest payable and similar expenses
1,759,957
1,781,325

Taxation charge
177,969
566,458

Decrease/(increase) in stocks
549,499
(2,185,498)

Increase in debtors
(7,139,165)
(2,218,606)

Increase in creditors
7,017,054
913,338

Corporation tax (paid)
(264,989)
(1,937,871)

Foreign currency (gain)/loss on translation of foreign subsidiaries
(227,661)
913,222

Net cash generated from/(used in) operating activities

(60,564)
(1,252,375)

Cash flows from investing activities

Purchase of tangible assets
(230,311)
(497,176)

Sale of tangible assets
128,175
1,040

Interest received
20,884
12,730

Net cash used in investing activities

(81,252)
(483,406)
- 17 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

As restated

2024
2023

£
£


Cash flows from financing activities

Finance lease interest paid
-
(1,409)

Net cash used in financing activities
-
(1,409)

Net decrease in cash and cash equivalents
(141,816)
(1,737,190)

Cash and cash equivalents at beginning of year
1,555,785
3,292,975

Cash and cash equivalents at the end of year
1,413,969
1,555,785


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,413,969
1,555,785


The notes on pages 19 to 47 form part of these financial statements.

- 18 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Sera Laboratories International Limited is a private company limited by shares and is incorporated in England and Wales. The Company's registered number is 03572986. The address of its registered office is C/O Ogier Global (UK) Limited, 4th Floor, 3 St Helen's Place, London, United Kingdom, EC3A 6AB.
The principal activity of the Company and Group is to enable and accelerate medical breakthroughs that enhance and extend lives by delivering personalised biospecimen solutions to the life science and diagnostics industries. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The Company is a qualifying entity for the purposes of FRS 102 and has elected to take the exemption under FRS 102, para 1.12 (b) not to present the Company statement of cash flows.
The financial statements have been presented in Pound Sterling as this is the currency of the primary economic environment in which the Company operates and is rounded to the nearest pound.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The Group consolidated financial statements include the financial statements of the Company and all of its subsidiary undertakings. A subsidiary is an entity controlled by the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
All intra-group transactions, balances, income and expenses are eliminated on consolidation. Adjustments are made to eliminate the profit or loss arising on transactions with associates to the extent of the Group’s interest in the entity.

- 19 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.3

Going concern

The directors have closely considered the financial position of the Company and the Group. The directors consider that the Group has adequate resources to continue in operation existence for at least twelve months from the date of signing these financial statements following the review of budgets and forecasts which confirm the Groups ability to settle obligations as and when they fall due. The Group is also assured of financial support from Cobalt Holdings I, LP, the ultimate controlling party.
On this basis the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentation currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

On consolidation, the results of the overseas companies included within the consolidation are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in the foreign exchange reserve through other comprehensive income.
All other foreign exchange gains and losses are presented in the Consolidated statement of comprehensive income within 'administrative expenses'.

- 20 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.5

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover 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 turnover is recognised:

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of turnover can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Interest receivable and similar income

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

 
2.8

Interest payable and similar expenses

Interest payable and similar expenses are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

- 21 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.10

Pensions

Defined contribution pension plan

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 other taxation and social security as a liability in the Consolidated statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


- 22 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.12

Intangible assets

Goodwill

Goodwill recognised represents the excess of the fair value and directly attributable costs of the purchase consideration over the fair values to the Group's interest in the identifiable net assets, liabilities and contingent liabilities acquired.
On acquisition, goodwill is allocated to cash-generating units (`CGU's') that are expected to benefit from the combination.
Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis, charged to profit or loss, over its useful economic life which is deemed to be ten years. Goodwill is assessed for impairment when there are indicators of impairment, and any impairment is charged to profit or loss. No reversals of impairment are recognised.
 
Other intangible assets

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.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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.

 The estimated useful lives range as follows:

IT software
-
years
Customer lists
-
5
years

Amortisation of intangible assets is charged to profit or loss within 'Administrative expenses'.

- 23 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.13

Tangible assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives on a straight line basis.

Depreciation is provided on the following basis:

Freehold property
-
Buildings 25 to 50 years (Land not depreciated)
Leasehold improvements
-
Over the life of the lease
Plant and machinery
-
20 to 25%
Motor vehicles
-
33%
Fixtures and fittings
-
20 to 25%
Office equipment
-
20 to 25%
Computer equipment
-
20 to 33%

Freehold property constitutes land that is not subject to depreciation.
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.
Depreciation of tangible assets is charged to profit or loss within 'Administrative expenses'.

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

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

- 24 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.15

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.18

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

- 25 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.19

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

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

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
 
- 26 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.19
Financial instruments (continued)


Basic financial liabilities

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

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

- 27 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In applying the Group’s accounting policies, the director is required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The director's judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.
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.
3.1 Critical judgements in applying the Group’s accounting policies
The critical judgements that the director has made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.
(i) Assessing indicators of impairment
In assessing intangible assets for Impairment, including investments and goodwill, the director makes certain estimates about the future, mainly sales volumes and prices, as well as appropriate discount rates.
Discount rates are determined with reference to observable rates obtained through recent financing transactions. Forecasted sales and expenses are estimated based on current operating levels, known future contracts and expense levels and adjusted for inflation and other observable market indicators as appropriate.
Regarding the main goodwill created during the year ended 31 December 2022 through the acquisition of a majority stake of Cypex Limited and Fidelis Research EAD, the directors have reviewed internal and external sources of information, prepared discounted cash flows for each acquisition and have concluded that indicators of impairment did not exist at year end.
3.2 Key sources of estimation uncertainty
The directors do not consider there to be any key sources of estimation uncertainty.

- 28 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

4.


Turnover

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


2024
2023
£
£

Supply of medical research products
17,893,345
18,221,892

Other income
89,209
64,372

17,982,554
18,286,264


Analysis of turnover by geographical location of destination:

2024
2023
£
£

United Kingdom
13,039,235
11,194,737

Rest of Europe
2,291,873
2,193,763

Rest of the world
2,651,446
4,897,764

17,982,554
18,286,264



5.


Other operating income

2024
2023
£
£

Other operating income
713
-



6.


Operating loss

The operating loss is stated after charging/(crediting):

2024
2023
£
£

Depreciation of tangible assets
533,192
601,032

Amortisation of intangible assets
6,876,035
6,875,666

Profit on sale of tangible assets
3,703
-

Exchange differences
1,907,175
231,430

Other operating lease rentals
695,274
764,024

Movement of trade debtor provision
(2,465)
390,346

- 29 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

7.


Auditor's remuneration

2024
2023
£
£

Fees payable to the Group's auditor for the audit of the Group and the Parent Company's annual financial statements
160,000
130,000


8.


Employees

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


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Wages and salaries
4,286,497
4,323,709
2,496,162
1,800,080

Social security costs
433,383
509,720
242,099
213,956

Cost of defined contribution scheme
100,409
110,957
62,570
68,157

4,820,289
4,944,386
2,800,831
2,082,193


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



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Accounting
10
9
7
5



Customer Services
5
9
5
8



General Laboratory
20
23
-
-



General Manager
1
1
1
1



Human Resources
5
4
4
3



Lab Office
54
49
-
-



Procurement
2
-
-
-



Quality Assurance
3
4
2
2



Sales
12
12
9
8



Sourcing
9
11
9
6



Warehouse & Logistics
15
14
15
11



Administration
1
9
-
-



IT
1
1
-
-

138
146
52
44

- 30 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
91,011
82,994

Group contributions to defined contribution pension schemes
3,315
1,590

94,326
84,584


Only 1 director (2023: 1) was remunerated during the year and was therefore the highest paid director.
During the year retirement benefits were accruing to 1 director (2023: 1) in respect of defined contribution pension schemes.
There were no key management personnel other than the directors.


10.


Interest receivable and similar income

2024
2023
£
£


Other interest receivable
20,884
12,730


11.


Interest payable and similar expenses

2024
2023
£
£


Interest payable on shareholder loans
1,759,957
1,779,916

Finance leases and hire purchase contracts
-
1,409

1,759,957
1,781,325

- 31 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Taxation


As restated
2024
2023
£
£

Corporation tax


Current tax on profits for the year
208,535
331,117

Adjustments in respect of previous periods
(51,129)
(3,588)


157,406
327,529

Foreign tax


Foreign tax on income for the year
92,345
243,147

Foreign tax in respect of prior periods
47,104
-

139,449
243,147

Total current tax
296,855
570,676

Deferred tax


Origination and reversal of timing differences
(118,886)
(59,872)

Adjustment in respect of prior periods
-
57,654

Total deferred tax
(118,886)
(2,218)


Tax on loss
177,969
568,458
- 32 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023: higher than) the standard rate of corporation tax in the UK of25% (2023: 23.52%). The differences are explained below:

As restated
2024
2023
£
£


Loss before tax
(9,027,633)
(5,043,063)


Loss before tax multiplied by standard rate of corporation tax in the UK of 25% (2023: 23.52%)
(2,256,908)
(1,186,128)

Effects of:


Fixed asset differences
(12,402)
24,777

Expenses not deductible for tax purposes
2,469,943
1,942,143

Income not taxable for tax purposes
-
(201)

Capital allowances for year in excess of depreciation
(18,639)
(266,045)

Group relief surrendered
-
1,806

Adjustment to tax charge in respect of prior periods
(4,025)
(3,588)

Adjustment to tax charge in respect of prior periods - deferred tax
-
57,528

Remeasurement of deferred tax for changes in tax rates
-
(1,960)

Movement in deferred tax not recognised
-
126

Total tax charge for the year
177,969
568,458


Factors that may affect future tax charges

From 1 April 2023, the rate of corporation tax in the UK increased from 19% to 25%, resulting in a 'standard rate' of corporation tax in the above reconciliation of 23.52% for 2023. Deferred tax in the current and prior year is calculated at 25%.

- 33 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Intangible assets

Group





IT software
Customer list
Goodwill
Total

£
£
£
£



Cost


At 1 January 2024
21,595
233,813
70,271,659
70,527,067



At 31 December 2024

21,595
233,813
70,271,659
70,527,067



Amortisation


At 1 January 2024
10,113
81,834
12,168,047
12,259,994


Charge for the year
5,524
23,381
6,847,130
6,876,035



At 31 December 2024

15,637
105,215
19,015,177
19,136,029



Net book value



At 31 December 2024
5,958
128,598
51,256,482
51,391,038



At 31 December 2023
11,482
151,979
58,103,612
58,267,073

Company
The Company did not hold any intangible assets at the current or prior year end.



- 34 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Tangible assets

Group






Freehold property
Leasehold improvements
Plant and machinery
Motor vehicles

£
£
£
£



Cost


At 1 January 2024
359,060
712,935
172,580
332,622


Additions
-
2,333
21,190
-


Disposals
-
-
-
(66,853)


Exchange adjustments
-
(9,097)
-
(15,051)



At 31 December 2024

359,060
706,171
193,770
250,718



Depreciation


At 1 January 2024
6,471
254,918
24,202
183,137


Charge for the year
6,471
108,936
22,030
70,600


Disposals
-
-
-
(62,366)


Exchange adjustments
-
1,069
-
(37,182)



At 31 December 2024

12,942
364,923
46,232
154,189



Net book value



At 31 December 2024
346,118
341,248
147,538
96,529



At 31 December 2023
352,589
458,017
148,378
149,485
- 35 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

           14.Tangible assets (continued)


Fixtures and fittings
Office equipment
Computer equipment
Total

£
£
£
£



Cost


At 1 January 2024
1,760,982
23,303
113,379
3,474,861


Additions
206,788
-
-
230,311


Disposals
(395,022)
-
(3,328)
(465,203)


Exchange adjustments
(23,264)
(764)
(10,105)
(58,281)



At 31 December 2024

1,549,484
22,539
99,946
3,181,688



Depreciation


At 1 January 2024
911,318
7,542
64,412
1,452,000


Charge for the year
298,867
2,544
23,744
533,192


Disposals
(268,330)
-
(2,629)
(333,325)


Exchange adjustments
(20,109)
371
(8,873)
(64,724)



At 31 December 2024

921,746
10,457
76,654
1,587,143



Net book value



At 31 December 2024
627,738
12,082
23,292
1,594,545



At 31 December 2023
849,664
15,761
48,967
2,022,861

- 36 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

           14.Tangible assets (continued)


Company






Leasehold improvements
Fixtures and fittings
Total

£
£
£

Cost


At 1 January 2024
36,323
203,228
239,551


Additions
827
63,172
63,999



At 31 December 2024

37,150
266,400
303,550



Depreciation


At 1 January 2024
24,241
123,339
147,580


Charge for the year
9,368
24,922
34,290



At 31 December 2024

33,609
148,261
181,870



Net book value



At 31 December 2024
3,541
118,139
121,680



At 31 December 2023
12,082
79,889
91,971

Neither the Company or Group hold any tangible fixed assets under finance leases.






- 37 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


Investments in subsidiaries

Company





Investments in subsidiary companies

£



Cost


At 1 January 2024 (as previously stated)
21,776,713


Prior year adjustment (see note 29)

33,072,233


At 1 January 2024 (as restated)
54,848,946



At 31 December 2024

54,848,946



Impairment


At 1 January 2024
2,080,525



At 31 December 2024

2,080,525



Net book value



At 31 December 2024
52,768,421



At 31 December 2023 (as restated)
52,768,421

- 38 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Clinical Trials Laboratory Services Limited
Suite 1, 7th Floor 50 Broadway, London, United Kingdom, SW1H 0BL
Ordinary
100%
The Intelligent Tissue Group Limited
4th Floor 115 George Street, Edinburgh, Scotland, EH2 4JN
Ordinary
100%
Tissue Solutions Limited*
4th Floor 115 George Street, Edinburgh, Scotland, EH2 4JN
Ordinary
100%
Cypex Limited
4th Floor, 115 George Street, Edinburgh, Scotland, EH2 4JN
Ordinary
100%
Fidelis Research EAD*
Sofia 1799 Bulgaria. 44A Sveti Kipriyan St., fl.4.
Ordinary
100%
Fidelis Research RS DOO*
Bulevar Crvene Armije, 11b/21, 11070 Belgrade, Serbia
Ordinary
100%
Fidelis Research SRL*
139 Calea Plevnei Str., floor 1, 060011 Bucharest, Romania
Ordinary
100%
Fidelis Tibbi Arastirma va Gelistirme*
Küçükbakkalköy Mahallesi Ali Ay sokak No 19/A Iç kapi no 402 Atasehir Istanbul
Ordinary
100%
Fidelis Research*
Zagreb (Grad Zagreb) Savska cesta 32
Ordinary
100%

*indirect subsidiaries
All subsidiaries listed above are included in the consolidated financial statements.
The financial statements for the wholly owned subsidiaries Clinical Trials Laboratory Services Limited, The Intelligent Tissue Group Limited, Cypex Limited and Tissue Solutions Limited have taken the parent guarantee exemption from audit under section 479A of the Companies Act 2006 relating to the subsidiary company for the year ended 31 December 2024. This guarantee is provided by Sera Laboratories International Limited.

- 39 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

16.


Stocks

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Finished goods
3,939,371
4,488,870
646,452
598,950


The carrying value of stocks are stated net of provision totalling £819,569 (2023: £288,908) relating to the Group and £98,057 (2023: £114,096) relating to the Company.


17.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due after more than one year

Other debtors
200,345
198,314
-
-


Other debtors relate to rent deposits.

Group
As restated
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due within one year

Trade debtors
3,504,499
2,933,079
2,337,884
1,825,342

Amounts owed by group undertakings
38,839,322
31,326,883
34,989,163
25,895,610

Other debtors
101,546
168,568
-
-

Prepayments and accrued income
407,007
1,286,710
119,852
126,993

Tax recoverable
92,295
124,161
253,097
430,780

42,944,669
35,839,401
37,699,996
28,278,725


Trade debtors are stated net of a provision of £329,095 (2023: £390,346) relating to the Group and £nil (2023: £846) relating to the Company.
Amounts owed by group undertakings are unsecured, interest free and payable on demand.


18.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
1,413,969
1,555,785
682,377
791,857


- 40 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

19.


Creditors: amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Trade creditors
940,321
790,336
592,471
418,593

Amounts owed to group undertakings
33,085,171
25,888,763
25,748,395
20,395,700

Corporation tax
-
-
-
13,933

Other taxation and social security
415,892
276,321
339,294
168,784

Obligations under finance lease and hire purchase contracts
11,223
54,790
-
-

Other creditors
117,186
161,326
56,088
57,043

Accruals and deferred income
1,517,955
1,899,158
454,640
280,691

36,087,748
29,070,694
27,190,888
21,334,744


Amounts owed to group undertakings are unsecured, interest free and repayable on demand.


20.


Creditors: amounts falling due after more than one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Shareholder loans
21,967,532
20,320,804
-
-


Shareholder loans are unsecured, bear interest at a rate of 9.8% and repayable in 2028.



- 41 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

21.


Financial instruments

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Financial assets

Financial assets measured at amortised cost
44,059,681
36,182,629
38,109,702
28,512,809


Financial liabilities

Financial liabilities measured at amortised cost
(57,605,490)
(49,081,278)
(26,822,710)
(21,123,141)


Financial assets measured at amortised cost comprise trade debtors, amounts owed by group undertakings, other debtors and cash at bank and in hand.


Financial liabilities measured at amortised cost comprise trade creditors, amounts owed to group undertakings, obligations under finance lease and hire purchase contracts, other creditors, accruals and shareholder loans.


22.


Deferred taxation


Group



2024
2023


£

£






At beginning of year
(144,082)
(146,300)


Credited to profit or loss
118,886
2,218



At end of year
(25,196)
(144,082)

- 42 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
22.Deferred taxation (continued)

Company


2024
2023


£

£






At beginning of year
(18,913)
(27,147)


Credited to profit or loss
16,567
8,234



At end of year
(2,346)
(18,913)

The provision for deferred taxation is made up as follows:

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Fixed asset timing differences
(160,937)
(171,860)
(29,422)
(21,713)

Short term timing differences
30,201
6,919
27,076
2,800

Losses and other deductions
105,540
58,854
-
-

Other
-
(37,995)
-
-

(25,196)
(144,082)
(2,346)
(18,913)


23.


Called up share capital

As restated
2024
2023
£
£
Allotted, called up and fully paid



146 (2023: 146) ordinary shares of £1 each
146
146

Each ordinary share has attached to it full voting, participation and dividend rights.

- 43 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

24.


Reserves

Share premium account

This reserve represents the amount above the nominal value received for issued share capital, less transaction costs.

Foreign exchange reserve

The foreign exchange reserve represents cumulative differences on the translation of foreign subsidiaries' assets, liabilities and results upon consolidation.

Capital contribution reserve

The capital contribution reserve represents an irrevocable capital transfer from the parent company, held in equity.

Profit and loss account

This reserve represents the cumulative profits and losses of the Group or Company, net of dividends paid.


25.
Consolidated analysis of net debt


At 1 January 2024
Cash flows
Interest and forex
At 31
 December 2024

Cash at bank and in hand
1,555,785
(141,816)
-
1,413,969

Shareholder loans
(20,320,804)
-
(273,500)
(20,594,304)

(18,765,019)
(141,816)
(273,500)
(19,180,335)


26.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund including candidate pension and amounted to £100,409 (2023: £110,957). Contributions totalling £26,392 (2023: £29,812) were payable to the fund at the reporting date and are included in creditors.

- 44 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

27.


Commitments under operating leases

At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Not later than 1 year
522,577
577,866
56,260
56,260

Later than 1 year and not later than 5 years
132,178
669,303
42,195
98,455

654,755
1,247,169
98,455
154,715


28.Finance lease commitments

There were no finance lease commitments in the Company or Group at year end. 

- 45 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

29.


Prior year adjustment

Adjustment 1
The directors have performed a thin capitalisation tax assessment in relation to the interest deductibility of the loans in one of the subsidiary entities (Tissue Solutions Limited) during the year. An additional assessment of available group relief has been performed, following the required corrections to the charges and liabilities in the respective group companies. At a group level, this has resulted in an increase in the tax charge and reduction in tax recoverable that should have been recognised in the year ended 31 December 2022 (£310,826) and in the year ended 31 December 2023 (£183,358). This has been corrected through retrospective restatement of the prior year financial statements. As a result, opening retained earnings in the consolidated profit and loss account at 1 January 2023 has decreased by £310,826, the tax on profit for the year ended 31 December 2023 has increased by £183,358 and the tax recoverable included within Debtors: amounts falling due within one year as at 31 December 2023 has decreased by £494,184.
In the Consolidated Statement of Cash flows, with respect to the above prior year adjustments, the previously reported loss for the financial year has increased by £183,358 and taxation charge has increased by £183,358.
At a Company level, the prior year adjustments have resulted in an increase in the tax charge and a reduction in tax recoverable that should have been recognised in the year ended 31 December 2023 (£213,693). There was no impact to the Company in the year ended 31 December 2022. This has been corrected through retrospective restatement of the prior year financial statements. As a result, retained earnings in the profit and loss account at 31 December 2023 has decreased by £213,693 and the tax recoverable included within Debtors: amounts falling due within one year as at 31 December 2023 has decreased by the same amount.
Adjustment 2
During the year the directors have reviewed the accounting treatment in respect of share capital/premium and investments of the Company and made adjustments to prior years. The impact of these adjustments is to increase share capital by £46 and share premium by £33,072,187 with an increase in investments of £33,072,233. These adjustments have no impact on the profit and loss or net assets of the Company. On a Group level the adjustments increase share capital by £46 and share premium by £33,072,187 with a reduction in capital contribution reserve of £33,072,233. These adjustments have no impact on profit and loss or net assets of the Group.


30.


Related party transactions

The Group has taken advantage of the exemption contained in FRS 102 from disclosing intra-group transactions eliminated on consolidation.
The Group and the Company have taken advantage of the exemption under paragraph 33.1A of Financial Reporting Standard 102 not to disclose arms-length transactions with other wholly owned members of the Group.


31.


Post balance sheet events

There have been no significant events affecting the Company or the Group since year end. 

- 46 -

 
SERA LABORATORIES INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

32.


Controlling party

The immediate parent entity is BioIVT LLC, a company incorporated in the United States. The registered office address of the Company is 175 Crossways Park Dr W Suite 200 Woodbury, NY, 11797 United States.
The largest group which produces consolidated financial statements in which the Company is included is BioIVT LLC, whose financial statements are not publicly available.
The ultimate controlling party is Cobalt Holdings I, LP, a company incorporated in the United States.

- 47 -