Company registration number 10076882 (England and Wales)
VERISTAT INTERNATIONAL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
VERISTAT INTERNATIONAL LIMITED
COMPANY INFORMATION
Directors
Mr P Flanagan
Ms K Mclean Boericke
(Appointed 31 December 2025)
Secretary
Elemental Company Secretary Limited
Company number
10076882
Registered office
27 Old Gloucester Street
London
WC1N 3AX
Auditor
Ensors
Saxon House
Moseley's Farm Business Centre
Fornham All Saints
Bury St Edmunds
IP28 6JY
Business address
27 Old Gloucester Street
London
WC1N 3AX
VERISTAT INTERNATIONAL LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Income statement
9
Consolidated statement of comprehensive income
10
Consolidated statement of financial position
11
Company statement of financial position
12
Consolidated statement of changes in equity
14
Company statement of changes in equity
13
Consolidated statement of cash flows
15
Notes to the financial statements
16 - 36
VERISTAT INTERNATIONAL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

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

Business review

Turnover has decreased in the year by £12,576,303, resulting in turnover for the period of £16,022,107. The decrease was primarily due to broad market factors in the b iotech industry as funding of new therapies has slowed globally over the past 18 to 24 months.

The financial year has delivered a consolidated loss before taxation of £3,469,432 (2023: - £1,849,143). This result includes an impairment adjustment of £3,075,365 relating to the goodwill associated with SFL Regulatory Affairs & Scientific Communication GmbH. This impairment represents the substantial majority of the overall loss before tax for the year, with underlying trading performance remaining broadly in line with expectations. The G roup has expanded its service offering into new geographical locations in Europe with the recent acquisition along with capitalising on expanding its customer base from acquisitions made in previous years.

The Group’s balance sheet remains robust, with net assets of £10,081,963 at year end (2023: £14,479,591). The movement reflects the normal trading activities of the business during the period, together with the impact of wider operational and strategic initiatives undertaken to support future growth.

Cash and cash equivalents as at the year end totalled £668,614 (2023: £3,870,123). The decrease in cash balances primarily reflects the timing of working capital flows and other business facilitation requirements incurred during the year.

Principal risks and uncertainties

The broader, global biotech industry has experienced a temporary slowdown, primarily due to pullbacks or slowdowns in third party funding of new projects. The temporary slowdown in funding is considered a cyclical matter that, like other times, will work itself out as excess capital reserves are invested in funding pharmaceutical research.

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

Financial key performance indicators

The main key performance indicators were as follows:

Gross profit margin: 202 4 - 32.0% (202 3: 34.5%)

Gross profit: 202 4 - £5,124,043 (202 3: £9,863,132)

Net profit/(loss) margin: 202 4 - (-3.4%) (202 3: - 6.5%)

Net profit/(loss) before tax: 202 4 - (£3,469,432) (202 3: - £1,849,143)

Net profit/(loss) after tax: 202 4 - (£4,017,224) (202 3: - £1,383,822)

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

Other key performance indicators

Other key performance indicators include the number of staff employed within the group, details of which can be found in note 5.

VERISTAT INTERNATIONAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

On behalf of the board

Mr P Flanagan
Director
2 April 2026
VERISTAT INTERNATIONAL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

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

Principal activities

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

Results and dividends

The profit/(loss) for the year, after taxation, amounted to (£4,017,224) (2023 - £1,383,822).

The directors do not recommend the payment of a dividend for the year ended 31 December 202 4.

Directors

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

Mr P Flanagan
Ms C Henderson
(Resigned 31 December 2025)
Ms K Mclean Boericke
(Appointed 31 December 2025)
Financial instruments

The Group is exposed to a range of financial risks arising from its use of financial instruments. These risks are monitored by management as part of the Group's normal operating and financial controls.

Credit risk mainly relates to trade receivables. The Group manages this risk through credit checks, appropriate credit limits, and regular monitoring of customer payment performance.

The Group has limited exposure to price risk. Where possible, cost volatility is managed through fixed‑price arrangements and ongoing supplier review.

Liquidity risk is managed by maintaining adequate cash reserves and monitoring both actual and forecast cash flows to ensure the Group can meet its financial commitments as they fall due.

Cash flow risk arises from fluctuations in operational cash generation. The Group mitigates this through regular forecasting and prudent financial planning.

As the Group trades in multiple regions and currencies, it is exposed to movements in exchange rates. FX risk is monitored throughout the year, and the Group seeks to minimise its impact through close oversight of foreign currency receipts and payments and by aligning operational activities where possible.

Post reporting date events

Subsequent to the year end, the group dissolved two of its wholly owned subsidiaries, Syne Qua Non Limited dissolved on 30th September 2025 and SFL Regulatory Affairs Consulting Limited dissolved on 25th November 2025. These events do not impact the financial position at the reporting date and has therefore not been adjusted in the financial statements.

Future developments

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

VERISTAT INTERNATIONAL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Auditor

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

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

Strategic report

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

Statement of disclosure 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 director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

- the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to groups and companies entitled to the exemptions of the small companies regime.

On behalf of the board
Mr P Flanagan
Director
2 April 2026
VERISTAT INTERNATIONAL LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 group and parent company, 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 and then apply them consistently;

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

- state whether applicable U nited K ingdom 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 and parent company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

VERISTAT INTERNATIONAL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF VERISTAT INTERNATIONAL LIMITED
- 6 -
Opinion

We have audited the financial statements of Veristat International Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of financial position, the company statement of financial position, the consolidated statement of changes in equity, the company statement of changes in equity, the consolidated statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 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 parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- T he information given in the strategic report and the directors' r eport 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.

VERISTAT INTERNATIONAL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VERISTAT INTERNATIONAL LIMITED
- 7 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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

- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- the parent company financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or 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.

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

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

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

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

VERISTAT INTERNATIONAL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VERISTAT INTERNATIONAL LIMITED
- 8 -

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

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

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

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

- reviewing minutes of those charged with governance;

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

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

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

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Christopher Barrett (Senior Statutory Auditor)
For and on behalf of Ensors, Statutory Auditor
Chartered Accountants
Saxon House
Moseley's Farm Business Centre
Fornham All Saints
Bury St Edmunds
IP28 6JY
3 April 2026
VERISTAT INTERNATIONAL LIMITED
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
£
£
Revenue
3
16,022,107
28,598,410
Cost of sales
(10,898,064)
(18,735,278)
Gross profit
5,124,043
9,863,132
Administrative expenses
(8,097,595)
(9,821,004)
Other operating income
1,284
-
0
Operating (loss)/profit
4
(2,972,268)
42,128
Investment income
7
5,218
15,742
Finance costs
8
(502,382)
(474,676)
Other gains and losses
9
-
(1,432,337)
Loss before taxation
(3,469,432)
(1,849,143)
Tax on loss
10
(547,792)
465,321
Loss for the financial year
23
(4,017,224)
(1,383,822)
Loss for the financial year is all attributable to the owners of the parent company.

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

VERISTAT INTERNATIONAL LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
£
£
Loss for the year
(4,017,224)
(1,383,822)
Other comprehensive income
Currency translation loss arising in the year
(380,404)
(24,542)
Cash flow hedges gain arising in the year
-
0
-
0
Total comprehensive income for the year
(4,397,628)
(1,408,364)
Total comprehensive income for the year is all attributable to the owners of the parent company.
VERISTAT INTERNATIONAL LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
£
£
£
£
Non-current assets
Goodwill
12
4,287,342
8,414,190
Negative goodwill
12
(70,262)
(84,302)
Net goodwill
4,217,080
8,329,888
Other intangible assets
12
4,219,079
4,884,541
Total intangible assets
8,436,159
13,214,429
Property, plant and equipment
13
103,076
175,151
8,539,235
13,389,580
Current assets
Trade and other receivables
17
8,211,437
9,075,685
Cash and cash equivalents
668,614
3,870,123
8,880,051
12,945,808
Current liabilities
18
(6,309,874)
(10,710,737)
Net current assets
2,570,177
2,235,071
Total assets less current liabilities
11,109,412
15,624,651
Provisions for liabilities
Deferred tax liability
19
1,027,449
1,145,060
(1,027,449)
(1,145,060)
Net assets
10,081,963
14,479,591
Equity
Called up share capital
22
200
200
Share premium account
23
12,954,535
12,954,535
Other reserves
23
(396,415)
(16,011)
Retained earnings
23
(2,476,357)
1,540,867
Total equity
10,081,963
14,479,591

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

The financial statements were approved by the board of directors and authorised for issue on 2 April 2026 and are signed on its behalf by:
02 April 2026
Mr P Flanagan
Director
Company registration number 10076882 (England and Wales)
VERISTAT INTERNATIONAL LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
31 December 2024
- 12 -
2024
2023
Notes
£
£
£
£
Non-current assets
Intangible assets
12
-
0
39,647
Property, plant and equipment
13
26,244
59,074
Investments
14
6,833,729
14,774,955
6,859,973
14,873,676
Current assets
Trade and other receivables
17
4,749,276
8,018,470
Cash and cash equivalents
96,745
1,118,434
4,846,021
9,136,904
Current liabilities
18
(4,521,768)
(13,424,402)
Net current assets/(liabilities)
324,253
(4,287,498)
Total assets less current liabilities
7,184,226
10,586,178
Provisions for liabilities
Deferred tax liability
19
-
0
8,971
-
(8,971)
Net assets
7,184,226
10,577,207
Equity
Called up share capital
22
200
200
Share premium account
23
12,954,535
12,954,535
Retained earnings
23
(5,770,509)
(2,377,528)
Total equity
7,184,226
10,577,207

As permitted by section 408 of the Companies Act 2006, the c ompany has not presented its own income statement and related notes. The c ompany’s loss for the year was £3,392,981 (2023 - £6,938,794 loss).

The financial statements were approved by the board of directors and authorised for issue on 2 April 2026 and are signed on its behalf by:
02 April 2026
Mr P Flanagan
Director
Company registration number 10076882 (England and Wales)
VERISTAT INTERNATIONAL LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
Share capital
Share premium account
Retained earnings
Total
£
£
£
£
Balance at 1 January 2023
200
12,954,535
4,561,267
17,516,002
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
(6,938,795)
(6,938,795)
Balance at 31 December 2023
200
12,954,535
(2,377,528)
10,577,207
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
(3,392,981)
(3,392,981)
Balance at 31 December 2024
200
12,954,535
(5,770,509)
7,184,226
VERISTAT INTERNATIONAL LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
Share capital
Share premium account
Currency translation reserve
Retained earnings
Total
£
£
£
£
£
Balance at 1 January 2023
200
12,954,535
8,531
2,924,689
15,887,955
Year ended 31 December 2023:
Loss for the year
-
-
-
(1,383,822)
(1,383,822)
Other comprehensive income:
Currency translation differences
-
-
(24,542)
-
0
(24,542)
Total comprehensive income
-
-
(24,542)
(1,383,822)
(1,408,364)
Balance at 31 December 2023
200
12,954,535
(16,011)
1,540,867
14,479,591
Year ended 31 December 2024:
Loss for the year
-
-
-
(4,017,224)
(4,017,224)
Other comprehensive income:
Currency translation differences
-
-
(380,404)
-
0
(380,404)
Total comprehensive income
-
-
(380,404)
(4,017,224)
(4,397,628)
Balance at 31 December 2024
200
12,954,535
(396,415)
(2,476,357)
10,081,963
VERISTAT INTERNATIONAL LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
29
(2,871,950)
(531,788)
Interest paid
(502,382)
(474,676)
Income taxes refunded
547,792
247,692
Net cash outflow from operating activities
(2,826,540)
(758,772)
Investing activities
Purchase of property, plant and equipment
-
(69,721)
Proceeds from disposal of property, plant and equipment
217
3,034
Interest received
5,218
15,742
Net cash generated from/(used in) investing activities
5,435
(50,945)
Net decrease in cash and cash equivalents
(2,821,105)
(809,717)
Cash and cash equivalents at beginning of year
3,870,123
4,704,382
Effect of foreign exchange rates
(380,404)
(24,542)
Cash and cash equivalents at end of year
668,614
3,870,123
VERISTAT INTERNATIONAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
1
Accounting policies
Company information

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

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

1.1
Accounting convention

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

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Business combinations

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

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

1.3
Basis of consolidation

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

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

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

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

VERISTAT INTERNATIONAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group, with the support of its investors, has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

- the amount of revenue can be measured reliably;

- it is probable that the Group will receive the consideration due under the contract; and

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

The Group provides services under three primary types of contracts:

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

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

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

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

1.6
Research and development expenditure

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

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

VERISTAT INTERNATIONAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.7
Intangible fixed assets - goodwill

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

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

1.8
Intangible fixed assets other than goodwill

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

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

Customer relationships
10 years
Development expenditure
5 years
Trademarks
10 years
Goodwill
10 years
Negative goodwill
10 years
1.9
Property, plant and equipment

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

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and equipment
15-33%
Fixtures and fittings
25-33%
Computers
15-40%

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

1.10
Non-current investments

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

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

VERISTAT INTERNATIONAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -

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

1.11
Impairment of non-current assets

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

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

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

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

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

1.12
Cash and cash equivalents

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

1.13
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 and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

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

VERISTAT INTERNATIONAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
Other financial assets

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

Impairment of financial assets

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

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

Classification of financial liabilities

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

Basic financial liabilities

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

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

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

Derecognition of financial liabilities

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

1.14
Equity instruments

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

1.15
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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

VERISTAT INTERNATIONAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 21 -
Deferred tax

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

1.16
Employee benefits

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

1.17
Retirement benefits

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

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

1.18
Leases

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

1.19
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.20

Interest income

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

1.21

Exemption from audit

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

- Syne Qua Non Limited

- SFL Regulatory Affairs Consulting Ltd

VERISTAT INTERNATIONAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
2
Judgements and key sources of estimation uncertainty

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

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

Critical judgements

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

Assessing indicators of impairment

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

VERISTAT INTERNATIONAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 23 -
Key sources of estimation uncertainty

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

Revenue recognition

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

Valuation of investments

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

Valuation of intangibles

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

Intercompany recharge for employee time spent

During the year, the group applied a recharge of employee time to ensure that profits are allocated between group entities on an arm’s‑length basis. As a result of this assessment, a transfer pricing adjustment has been recognized in revenue for both Veristat International Limited, Veristat Spain S.L. and SFL Regulatory Affairs & Scientific Communication GmbH. This adjustment reflects the reallocation of employee costs between group companies to align reported results with the economic substance of activities performed.

The adjustment has been recognised within revenue and impacts the corresponding intercompany balances. Management considers the methodology and assumptions applied to be consistent with the group’s documented transfer pricing framework.

3
Revenue
2024
2023
£
£
Revenue analysed by class of business
Services in support of clinical research trials
16,022,107
28,598,410
VERISTAT INTERNATIONAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
3
Revenue
(Continued)
- 24 -
2024
2023
£
£
Revenue analysed by geographical market
United Kingdom
2,850,111
6,860,216
Rest of Europe
6,290,722
12,570,555
Rest of the World
6,881,274
9,167,639
16,022,107
28,598,410
2024
2023
£
£
Other revenue
Interest income
5,218
15,742
4
Operating (loss)/profit
2024
2023
£
£
Operating (loss)/profit for the year is stated after charging/(crediting):
Exchange losses
743,329
63,676
Depreciation of owned property, plant and equipment
72,075
77,438
(Profit)/loss on disposal of property, plant and equipment
(217)
9,535
Amortisation of intangible assets
1,702,905
1,874,933
Impairment of intangible assets
3,075,365
3,077,319
Operating lease charges
173,230
217,199
5
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Direct labour
92
112
49
59
Administrative staff
26
41
14
27
Total
118
153
63
86
VERISTAT INTERNATIONAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
5
Employees
(Continued)
- 25 -

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
8,735,717
12,253,799
3,927,855
5,002,667
Social security costs
1,121,444
1,444,699
459,709
592,513
Pension costs
370,621
523,980
219,224
288,061
10,227,782
14,222,478
4,606,788
5,883,241
6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
100,000
104,600
Audit of the financial statements of the company's subsidiaries
31,000
16,000
131,000
120,600
For other services
Taxation compliance services
5,500
2,850
All other non-audit services
16,650
15,525
22,150
18,375
7
Investment income
2024
2023
£
£
Interest income
Interest on bank deposits
5,218
15,350
Other interest income
-
392
Total income
5,218
15,742
8
Finance costs
2024
2023
£
£
Interest on bank overdrafts and loans
2,925
907
Interest payable to group undertakings
499,363
470,492
Other interest on financial liabilities
94
-
Other interest
-
3,277
Total finance costs
502,382
474,676
VERISTAT INTERNATIONAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
9
Other gains and losses
2024
2023
£
£
Other gains and losses
-
(1,432,337)

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

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

10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
206,493
42,513
Adjustments in respect of prior periods
235,857
(258,020)
Total UK current tax
442,350
(215,507)
Foreign current tax on profits for the current period
228,574
850,664
Total current tax
670,924
635,157
Deferred tax
Origination and reversal of timing differences
(123,132)
(1,100,478)
Total tax charge/(credit)
547,792
(465,321)
VERISTAT INTERNATIONAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Taxation
(Continued)
- 27 -

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

2024
2023
£
£
Loss before taxation
(3,469,432)
(1,849,143)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
(867,358)
(434,918)
Tax effect of expenses that are not deductible in determining taxable profit
1,223,865
1,962,087
Tax effect of income not taxable in determining taxable profit
-
0
(41,155)
Change in unrecognised deferred tax assets
7,054
(20,667)
Adjustments in respect of prior years
235,857
-
0
Effect of change in corporation tax rate
-
(5,171)
Permanent capital allowances in excess of depreciation
259
(5,763)
Research and development tax credit
-
0
(266,030)
Other non-reversing timing differences
11,900
(1,013,136)
Other permanent differences
-
0
1,450
Effect of overseas tax rates
(61,810)
(147,998)
Dividend income
-
(476,238)
Foreign exchange differences
(83,918)
(17,578)
Tax payable on behalf of struck-off subsidiaries
196,104
(204)
Current year movements on deferred tax
(114,161)
-
0
Taxation charge/(credit)
547,792
(465,321)
11
Impairments

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

2024
2023
Notes
£
£
In respect of:
Goodwill
12
3,075,365
-
Intangible assets
12
-
3,077,319
Recognised in:
Administrative expenses
3,075,365
3,077,319

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

VERISTAT INTERNATIONAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Impairments
(Continued)
- 28 -

During the year, the company undertook an impairment review of its investment in SFL Regulatory Affairs & Scientific Communication GmbH. This review identified a reduction in the recoverable amount of that investment, resulting in an impairment charge being recognised.

During the year the group has undertaken a review of goodwill based on the above impairment of the investment in SFL Regulatory Affairs & Scientific Communication GmbH, as a result the group has recognised an impairment charge of £3,075,365 against the carrying value of goodwill.

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

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

12
Intangible fixed assets
Group
Goodwill
Negative goodwill
Development expenditure
Customer relationships
Trademarks
Total
£
£
£
£
£
£
Cost
At 1 January 2024 and 31 December 2024
10,513,358
(140,489)
568,168
10,574,070
226,690
21,741,797
Amortisation and impairment
At 1 January 2024
2,099,168
(56,187)
528,521
5,818,740
137,126
8,527,368
Amortisation charged for the year
1,051,483
(14,040)
39,647
597,063
28,752
1,702,905
Impairment losses
3,075,365
-
0
-
0
-
0
-
3,075,365
At 31 December 2024
6,226,016
(70,227)
568,168
6,415,803
165,878
13,305,638
Carrying amount
At 31 December 2024
4,287,342
(70,262)
-
0
4,158,267
60,812
8,436,159
At 31 December 2023
8,414,190
(84,302)
39,647
4,755,330
89,564
13,214,429
Company
Development expenditure
£
Cost
At 1 January 2024 and 31 December 2024
568,168
Amortisation and impairment
At 1 January 2024
528,521
Amortisation charged for the year
39,647
At 31 December 2024
568,168
VERISTAT INTERNATIONAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
12
Intangible fixed assets
(Continued)
- 29 -
Carrying amount
At 31 December 2024
-
0
At 31 December 2023
39,647

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

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

13
Property, plant and equipment
Group
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 January 2024 and 31 December 2024
100,563
57,118
130,073
287,754
Depreciation and impairment
At 1 January 2024
41,489
31,063
40,051
112,603
Depreciation charged in the year
32,830
8,618
30,627
72,075
At 31 December 2024
74,319
39,681
70,678
184,678
Carrying amount
At 31 December 2024
26,244
17,437
59,395
103,076
At 31 December 2023
59,074
26,055
90,022
175,151
Company
Plant and equipment
£
Cost
At 1 January 2024 and 31 December 2024
100,563
Depreciation and impairment
At 1 January 2024
41,489
Depreciation charged in the year
32,830
At 31 December 2024
74,319
Carrying amount
At 31 December 2024
26,244
At 31 December 2023
59,074
VERISTAT INTERNATIONAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 30 -
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
6,833,729
14,774,955

During the year, the company carried out a review of the carrying value of its investments in subsidiary undertakings. This review identified indicators of impairment in certain subsidiaries, primarily due to changes in their financial performance and revised future cash flow expectations.

As a result of this assessment, the company has recognised an impairment charge of £7,941,226 against the carrying value of its investments. The subsidiaries affected are Veristat Spain S.L and SFL Regulatory Affairs & Scientific Communication GmbH. This impairment has been recognised in the profit and loss account within administrative expenses.

The directors consider the remaining carrying value of the investments to be appropriate and supported by the underlying net assets and future prospects of the subsidiaries.

T he company also disposed of two fixed asset investments following the dissolution of the investee companies, both on 17 December 2024. No profit or loss arose on the disposals.

The carrying value of the investments at the beginning of the year wa s £Nil, as the amounts were fully impaired in the prior year.

Remaining fixed asset investments are stated at cost less any provision for impairment. No further additions or disposals occurred during the year.

Movements in non-current investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024 and 31 December 2024
14,774,955
Impairment
At 1 January 2024
-
Impairment losses
7,941,226
At 31 December 2024
7,941,226
Carrying amount
At 31 December 2024
6,833,729
At 31 December 2023
14,774,955
VERISTAT INTERNATIONAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
15
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Syne Qua Non Limited
UK
Ordinary
100.00
Veristat Spain S.L.
Spain
Ordinary
100.00
SFL Regulatory Affairs & Scientific Communication GmbH
Switzerland
Ordinary
100.00
SFL Pharma GmbH
Switzerland
Ordinary
100.00
SFL Regulatory Services GmbH
Austria
Ordinary
100.00
SFL Regulatory Affairs Consulting Ltd
UK
Ordinary
100.00
16
Financial instruments
Group
Company
2024
2023
2024
2023
£
£
£
£
Carrying amount of financial assets include:
Debt instruments measured at amortised cost
8,821,150
12,698,679
4,741,597
8,996,166
Carrying amount of financial liabilities include:
Measured at amortised cost
5,529,244
9,210,413
4,078,367
12,213,473
17
Trade and other receivables
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade receivables
1,315,398
3,128,506
271,943
874,301
Corporation tax recoverable
-
0
62,926
-
0
62,926
Amounts owed by group undertakings
5,493,449
4,022,537
3,729,134
5,727,029
Other receivables
200,372
401,111
82,338
-
0
Prepayments and accrued income
1,202,218
1,435,402
665,861
1,354,214
8,211,437
9,050,482
4,749,276
8,018,470
Amounts falling due after more than one year:
Deferred tax asset (note 19)
-
0
25,203
-
0
-
0
Total debtors
8,211,437
9,075,685
4,749,276
8,018,470
VERISTAT INTERNATIONAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 32 -
18
Current liabilities
Group
Company
2024
2023
2024
2023
£
£
£
£
Trade payables
490,527
1,023,926
228,869
391,039
Amounts owed to group undertakings
3,026,206
5,928,592
3,029,873
10,659,103
Corporation tax payable
251,577
4,627
183,320
-
0
Other taxation and social security
349,732
667,026
105,127
382,258
Other payables
861,967
931,242
468,340
825,333
Accruals and deferred income
20
1,329,865
2,155,324
506,239
1,166,669
6,309,874
10,710,737
4,521,768
13,424,402
19
Deferred taxation

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

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£
£
£
£
Accelerated capital allowances
-
40,235
-
-
Short term timing differences
-
(31,264)
-
-
Other timing differences
1,027,449
1,136,089
-
25,203
1,027,449
1,145,060
-
25,203
Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Company
£
£
£
£
Accelerated capital allowances
-
24,673
-
-
Short term timing differences
-
(15,702)
-
-
-
8,971
-
-
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 January 2024
1,119,857
8,971
Credit to profit or loss
(92,408)
(8,971)
Liability at 31 December 2024
1,027,449
-
VERISTAT INTERNATIONAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
19
Deferred taxation
(Continued)
- 33 -

The deferred tax liability at a group level is in respect of other timing differences being calculated on customer relationships on consolidation and is expected to reverse over time in the period defined as the useful life disclosed under the intangibles accounting policy.

20
Deferred income
Group
Company
2024
2023
2024
2023
£
£
£
£
Other deferred income
179,321
828,671
154,954
828,671
21
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
370,621
523,980

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

22
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
200
200
200
200

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

23
Reserves
Share premium

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

Revaluation reserve

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

VERISTAT INTERNATIONAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 34 -
24
Financial commitments, guarantees and contingent liabilities

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

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

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

25
Operating lease commitments
As lessee

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

Group
Company
2024
2023
2024
2023
£
£
£
£
Within 1 year
147,633
99,437
-
-
Years 2-5
73,816
49,719
-
-
221,449
149,156
-
-
26
Events after the reporting date

Subsequent to the year end, the group dissolved two of its wholly owned subsidiaries, Syne Qua Non Limited dissolved on 30th September 2025 and SFL Regulatory Affairs Consulting Limited dissolved on 25th November 2025. These events do not impact the financial position at the reporting date and has therefore not been adjusted in the financial statements.

VERISTAT INTERNATIONAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 35 -
27
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2024
2023
£
£
Aggregate compensation
135,304
873,014

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

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

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

Transactions with related parties

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

Sales
Sales
Purchases
Purchases
2024
2023
2024
2023
£
£
£
£
Group
Entities with control, joint control or significant influence over the group
4,341,379
4,925,372
590,998
3,414,513

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

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2024
2023
£
£
As restated
Group
Entities with control, joint control or significant influence over the group
2,268,614
5,928,592
Fellow group undertakings of the wider group
757,592
-

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2024
2023
£
£
As restated
Group
Entities with control, joint control or significant influence over the group
4,754,036
3,605,539
Fellow group undertakings of the wider group
739,413
416,998
VERISTAT INTERNATIONAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 36 -
28
Controlling party

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

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

29
Cash absorbed by group operations
2024
2023
£
£
Loss after taxation
(4,017,224)
(1,383,822)
Adjustments for:
Taxation credited
(577,274)
(465,321)
Finance costs
502,382
474,676
Investment income
(5,218)
(15,742)
(Gain)/loss on disposal of property, plant and equipment
(217)
9,535
Amortisation and impairment of intangible assets
4,778,270
4,952,252
Depreciation and impairment of property, plant and equipment
72,075
77,438
Other gains and losses
-
(1,432,337)
Movements in working capital:
Decrease in trade and other receivables
776,119
16,850,582
Decrease in trade and other payables
(3,751,513)
(12,987,614)
Decrease in deferred income
(649,350)
(6,611,435)
Cash absorbed by operations
(2,871,950)
(531,788)
30
Analysis of changes in net funds - group
1 January 2024
Cash flows
Exchange rate movements
31 December 2024
£
£
£
£
Cash at bank and in hand
3,870,123
(2,821,105)
(380,404)
668,614
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