BIOGROUP_LABORATORY_LIMIT - Accounts

Company registration number 12968423 (England and Wales)
BIOGROUP LABORATORY LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
BIOGROUP LABORATORY LIMITED
COMPANY INFORMATION
Directors
A Gouilliard
T Leclerc
Company number
12968423
Registered office
The Studio
21 Evesham Street
London
W11 4AJ
Auditor
Simpson Wreford LLP
Wellesley House
Duke of Wellington Avenue
Royal Arsenal
London
SE18 6SS
BIOGROUP LABORATORY LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor report
6 - 8
Profit and loss account
9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 25
BIOGROUP LABORATORY LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 1 -

The directors present the strategic report for the year ended 31 December 2022.

Fair Review of the Buisness

The performance of the company during the year has been largely affected by the impact of Covid-19. With the increased capacity for testing at the London laboratory, the company has significantly grown in it's first period of operation.

Principle Risks and Uncertainties

The company is not susceptible to any significant risks apart from the trail off in PCR testing during the year. The company is susceptible to high regulatory changes, as they are a risk to the current business model. The company did contemplate during 2022 in investing in other services, but unfortunately it was decided that this was not a viable future.

 

The main financial risks affecting the company are discussed below:

 

Credit risk

Credit risk arises when a failure by counter parties to discharge their obligations could reduce the amount of future cash inflows from invoiced sales to clients. Overall the credit risk is low due to the majority of cash receipts being received in advance.

 

Liquidity risk

The objective of the company in managing liquidity risk is to ensure it can meet its financial obligations as they fall due. The company meets it obligations through operational cash flows.

 

Capital risk management

The company manages its capital to ensure that the company will be able to continue as a going concern and to provide a return to the shareholders.

 

Foreign currency risk

Foreign currency risk refers to the risk that the value of a financial commitment or recognised asset or liability will fluctuate due to changes in foreign currency rate. The company is exposed to foreign currency exchange risk as some of the large purchase invoices are received in Euros, all income is received in sterling. All foreign payments are made using the bank account.

Development and Performance

The company made a loss before taxation for the year of £480,883 as comparted to a profit in the prior period of £31,105,774. This is from turnover of £9,334,027 (2021 - £48,272,240) and direct costs of £2,684,139 (2021 - £10,161,998). There is further overhead costs totalling £7,089,349 (2021 - ££7,004,468)

Key Performance Indicators

The company uses the following KPI's to monitor performance:

 

Gross Profit Margin - this was 71.24% (2021- 78.95%)

EBITDA - this was £1,014,206 for the year (2021 - £31,661,306)

Receivable ageing

% refunds to sales

Average head count

Average staff cost

Volume of tests performed categorised as centres, online, 3rd parties, corporates and pharmacies

 

Additional Information and Explanations

The strategic decision was made in November 2022 for the company to not make anymore sales, and it ceased to trade.

 

The ultimate plan is not enter into a members voluntary liquidation. Contact has been made with a liquidator and this is expected to happen in March 2023.

 

BIOGROUP LABORATORY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
Section 172 (1) statement

This statement describes how the directors have taken account of the matters set out in section 172(1)( a) to (f) of the Companies Act 2016 when performing their duty to promote the success of the Company for the benefit of its members as a whole, and in doing so having regard (amongst other matters) to:

 

  • the likely consequence of any decision in the long term

  • the interests of the Company's employees

  • the need to foster the Company's business relationships with suppliers, customers and others

  • the impact of the Company's operations on the community and the environment

  • the desirability of the Company maintaining a reputation for high standards of business conduct

  • the need to act fairly as between members of the Company

 

The directors are fully aware of their duties under section 172(1) of the Companies Act 2006 to promote the success of the Company for the benefit of its members. The directors are aware of all stakeholder interests, and as such take a long-term view in reaching key decisions, and when taking decisions, the directors look to act in the interests of the stakeholders and to ensure all stakeholders and treated fairly.

On behalf of the board

A Gouilliard
Director
15 May 2023
BIOGROUP LABORATORY LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2022.

Principal activities

The principal activity of the company was the provision of laboratory testing primarily for Covid-19.

Results and dividends

The results for the year are set out on page 9.

Ordinary dividends were paid amounting to £22,636,392. The directors do not recommend payment of a further dividend.

Directors

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

A Gouilliard
S Eimer
(Resigned 22 June 2022)
T Leclerc
T Schietecatte
(Appointed 27 July 2022 and resigned 28 March 2023)
Auditor

Simpson Wreford LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company'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:

 

i) Review of the business

ii) Risk and uncertainty

iii) Analysis of development and performance

iv) Future developments

v) Key Performance Indicators

vi) Non Key Performance Indicators

vii) Additional information

Statement of disclosure to auditor

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

Supplier payment policy

The company's current policy concerning the payment of trade creditors is to:

  • settle the terms of payment with suppliers when agreeing the terms of each transaction;

  • ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and

  • pay in accordance with the company's contractual and other legal obligations.

BIOGROUP LABORATORY LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 4 -
On behalf of the board
A Gouilliard
Director
15 May 2023
BIOGROUP LABORATORY LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 5 -

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

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

  •     select suitable accounting policies 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;

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

 

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

BIOGROUP LABORATORY LIMITED
INDEPENDENT AUDITOR REPORT
TO THE MEMBERS OF BIOGROUP LABORATORY LIMITED
- 6 -
Opinion

We have audited the financial statements of Biogroup Laboratory Limited (the 'company') for the year ended 31 December 2022 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

  •     give a true and fair view of the state of the company's affairs as at 31 December 2022 and of its 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 responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter

We draw attention to Note 1 to the financial statements which explains that the company ceased to make sales on the 25 November 2022 and sold and disposed of all the assets until the 31 December 2022. The Directors intend to place the company into a members voluntary liquidation in March 2023. The directors therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in Note 1.

 

Our opinion is not modified in respect of this matter.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' decision to not use the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we confirm that the company ceased to trade on the 25 November 2022 and from this date started to liquidate their assets. The Directors have appointed a liquidator and wish to place the company in a members voluntary liquidation. This process is expected to start in March 2023.

 

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 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.

BIOGROUP LABORATORY LIMITED
INDEPENDENT AUDITOR REPORT (CONTINUED)
TO THE MEMBERS OF BIOGROUP LABORATORY LIMITED
- 7 -

Opinions on other matters prescribed by the Companies Act 2006

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

  • the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

  • the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

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

  •     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 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' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor 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 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.

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

 

  • the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

 

  • we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the computer software and support sector;

 

  • we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, data protection and FCA regulation;

 

  • we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

 

  • identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

BIOGROUP LABORATORY LIMITED
INDEPENDENT AUDITOR REPORT (CONTINUED)
TO THE MEMBERS OF BIOGROUP LABORATORY LIMITED
- 8 -
Audit response to risks identified

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

 

  • making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

  • considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

 

To address the risk of fraud through management bias and override of controls, we:

  • performed analytical procedures to identify any unusual or unexpected relationships;

  • tested journal entries to identify unusual transactions;

  • assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 2 were indicative of potential bias; and

  • investigated the rationale behind significant or unusual transactions.

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

  • agreeing financial statement disclosures to underlying supporting documentation;

  • enquiring of management as to actual and potential litigation and claims; and

  • review of meeting minutes

  • reviewing correspondence with UKAS.

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

 

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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 report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor 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.

Kate Taylor FCA
Senior Statutory Auditor
For and on behalf of Simpson Wreford LLP
15 May 2023
Chartered Accountants
Statutory Auditor
Wellesley House
Duke of Wellington Avenue
Royal Arsenal
London
SE18 6SS
BIOGROUP LABORATORY LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 9 -
2022
2021
Notes
£
£
Turnover
3
9,334,027
48,272,240
Cost of sales
(2,684,139)
(10,161,998)
Gross profit
6,649,888
38,110,242
Administrative expenses
(7,089,349)
(7,004,468)
Operating (loss)/profit
4
(439,461)
31,105,774
Interest payable and similar expenses
7
(41,422)
-
0
(Loss)/profit before taxation
(480,883)
31,105,774
Tax on (loss)/profit
8
58,768
(5,954,227)
(Loss)/profit for the financial year
(422,115)
25,151,547

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

BIOGROUP LABORATORY LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
- 10 -
2022
2021
£
£
(Loss)/profit for the year
(422,115)
25,151,547
Other comprehensive income
-
-
Total comprehensive income for the year
(422,115)
25,151,547
BIOGROUP LABORATORY LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 11 -
2022
2021
Notes
£
£
£
£
Fixed assets
Intangible assets
11
-
0
146,245
Tangible assets
12
-
0
1,087,241
-
0
1,233,486
Current assets
Stocks
13
-
0
970,870
Debtors
14
328,554
785,979
Cash at bank and in hand
2,289,830
29,005,356
2,618,384
30,762,205
Creditors: amounts falling due within one year
15
(525,244)
(6,633,304)
Net current assets
2,093,140
24,128,901
Total assets less current liabilities
2,093,140
25,362,387
Provisions for liabilities
Deferred tax liability
16
-
0
210,740
-
(210,740)
Net assets
2,093,140
25,151,647
Capital and reserves
Called up share capital
18
100
100
Profit and loss reserves
2,093,040
25,151,547
Total equity
2,093,140
25,151,647
The financial statements were approved by the board of directors and authorised for issue on 15 May 2023 and are signed on its behalf by:
A Gouilliard
Director
Company Registration No. 12968423
BIOGROUP LABORATORY LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 22 October 2020
-
0
-
0
-
Year ended 31 December 2021:
Profit and total comprehensive income for the year
-
25,151,547
25,151,547
Issue of share capital
18
100
-
100
Balance at 31 December 2021
100
25,151,547
25,151,647
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
(422,115)
(422,115)
Dividends
9
-
(22,636,392)
(22,636,392)
Balance at 31 December 2022
100
2,093,040
2,093,140
BIOGROUP LABORATORY LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 13 -
2022
2021
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
22
(1,028,400)
33,693,835
Interest paid
(41,422)
-
0
Income taxes paid
(2,789,131)
(2,899,561)
Net cash (outflow)/inflow from operating activities
(3,858,953)
30,794,274
Investing activities
Purchase of intangible assets
(262,752)
(179,905)
Purchase of tangible fixed assets
(340,369)
(1,609,113)
Proceeds from disposal of tangible fixed assets
382,940
-
0
Net cash used in investing activities
(220,181)
(1,789,018)
Financing activities
Proceeds from issue of shares
-
0
100
Dividends paid
(22,636,392)
-
0
Net cash (used in)/generated from financing activities
(22,636,392)
100
Net (decrease)/increase in cash and cash equivalents
(26,715,526)
29,005,356
Cash and cash equivalents at beginning of year
29,005,356
-
0
Cash and cash equivalents at end of year
2,289,830
29,005,356
BIOGROUP LABORATORY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 14 -
1
Accounting policies
Company information

Biogroup Laboratory Limited is a private company limited by shares incorporated in England and Wales. The registered office is The Studio, 21 Evesham Street, London, W11 4AJ.

1.1
Accounting convention

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

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

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

Biogroup Laboratory Limited is an immediate subsidiary of SELAS CAB and the results of Biogroup Laboratory Limtied are included in the group consolidated financial statements of SELAS Laboratoire EIMER a company registered in France, the registered address of 53 rue Nationale, 67160 Wissembourg. There is also some contractual consolidated accounts prepared by SELAS CAB.

1.2
Going concern

These financial statements are prepared not using the going concern basis. The directors have have the intention to place the company into a members voluntary liquidation in March 2023, this is after the company ceased to trade on the 25 November 2022.

1.3
Turnover

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

 

Turnover is recognised at the point in which the service is completed, (when a validated test is returned). Cash inflows are deferred when there is an advance payment for a test to be conducted at a future date.

1.4
Intangible fixed assets other than goodwill

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

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

Software
3 years straight line
1.5
Tangible fixed assets

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

BIOGROUP LABORATORY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 15 -

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

Leasehold improvements
3 years straight line
Plant and equipment
3 years straight line
Fixtures and fittings
20% reducing balance basis
Computers
3 years straight line

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

1.6
Impairment of fixed assets

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

These financial statements for the year ended 31 December 2022 are the first financial statements of Biogroup Laboratory Limited prepared in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland

1.7
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and courier costs in bringing the stocks to their present location and condition.

 

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

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

1.8
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.

1.9
Financial instruments

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

 

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

 

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

BIOGROUP LABORATORY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 16 -
Basic financial assets

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

Other financial assets

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

Impairment of financial assets

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

 

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

 

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

Derecognition of financial assets

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

Classification of financial liabilities

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

Basic financial liabilities

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

 

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

 

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

BIOGROUP LABORATORY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 17 -
Other financial liabilities

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

 

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

Derecognition of financial liabilities

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

1.10
Equity instruments

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

1.11
Taxation

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

Current tax

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

Deferred tax

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

1.12
Employee benefits

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

 

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

 

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

1.13
Retirement benefits

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

BIOGROUP LABORATORY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 18 -
1.14
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 leases asset are consumed.

1.15
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.

2
Judgements and key sources of estimation uncertainty

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

 

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

3
Turnover

All income is derived from operations carried out in the UK.

4
Operating (loss)/profit
2022
2021
Operating (loss)/profit for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
26,746
(137,913)
Depreciation of owned tangible fixed assets
467,201
521,872
Impairment of owned tangible fixed assets
506,928
-
0
Loss on disposal of tangible fixed assets
70,541
-
0
Amortisation of intangible assets
102,172
33,660
Impairment of intangible assets
306,825
-
0
Operating lease charges
947,993
901,190
5
Auditor remuneration
2022
2021
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
17,000
28,000
For other services
Taxation compliance services
1,000
1,000
BIOGROUP LABORATORY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 19 -
6
Employees

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

2022
2021
Number
Number
73
88

Their aggregate remuneration comprised:

2022
2021
£
£
Wages and salaries
1,979,606
2,279,791
Social security costs
177,261
170,228
Pension costs
25,006
21,424
2,181,873
2,471,443
7
Interest payable and similar expenses
2022
2021
£
£
Other finance costs:
Other interest
41,422
-
0
8
Taxation
2022
2021
£
£
Current tax
UK corporation tax on profits for the current period
155,661
5,743,487
Adjustments in respect of prior periods
(3,689)
-
0
Total current tax
151,972
5,743,487
Deferred tax
Origination and reversal of timing differences
(210,740)
210,740
Total tax (credit)/charge
(58,768)
5,954,227
BIOGROUP LABORATORY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
8
Taxation
(Continued)
- 20 -

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

2022
2021
£
£
(Loss)/profit before taxation
(480,883)
31,105,774
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%)
(91,368)
5,910,097
Permanent capital allowances in excess of depreciation
(81,290)
(61,421)
Depreciation on assets not qualifying for tax allowances
113,890
99,156
Amortisation on assets not qualifying for tax allowances
-
0
6,395
Taxation (credit)/charge for the year
(58,768)
5,954,227
9
Dividends
2022
2021
£
£
Final paid
22,636,392
-
0
10
Impairments

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

2022
2021
Notes
£
£
In respect of:
Intangible assets
11
306,825
-
0
Property, plant and equipment
12
506,928
-
0
Recognised in:
Administrative expenses
813,753
-
BIOGROUP LABORATORY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 21 -
11
Intangible fixed assets
Software
£
Cost
At 1 January 2022
179,905
Additions
262,752
Disposals
(135,832)
At 31 December 2022
306,825
Amortisation and impairment
At 1 January 2022
33,660
Amortisation charged for the year
102,172
Impairment losses
306,825
Disposals
(135,832)
At 31 December 2022
306,825
Carrying amount
At 31 December 2022
-
0
At 31 December 2021
146,245

More information on impairment movements in the year is given in note 10.

12
Tangible fixed assets
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 January 2022
307,859
1,204,007
44,208
53,039
1,609,113
Additions
182,553
68,710
13,674
75,432
340,369
Disposals
(232,732)
(1,130,203)
(36,379)
(43,240)
(1,442,554)
At 31 December 2022
257,680
142,514
21,503
85,231
506,928
Depreciation and impairment
At 1 January 2022
112,941
398,393
2,735
7,803
521,872
Depreciation charged in the year
114,134
329,977
7,208
15,882
467,201
Impairment losses
257,680
142,514
21,503
85,231
506,928
Eliminated in respect of disposals
(227,075)
(728,370)
(9,943)
(23,685)
(989,073)
At 31 December 2022
257,680
142,514
21,503
85,231
506,928
Carrying amount
At 31 December 2022
-
0
-
0
-
0
-
0
-
0
At 31 December 2021
194,918
805,614
41,473
45,236
1,087,241

More information on impairment movements in the year is given in note 10.

BIOGROUP LABORATORY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 22 -
13
Stocks
2022
2021
£
£
Raw materials and consumables
-
0
970,870
14
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
173,772
351,023
Other debtors
76,513
224,726
Prepayments and accrued income
78,269
210,230
328,554
785,979
15
Creditors: amounts falling due within one year
2022
2021
£
£
Trade creditors
160,133
2,549,764
Corporation tax
206,767
2,843,926
Other taxation and social security
11,683
167,347
Other creditors
34,242
1,004,649
Accruals and deferred income
112,419
67,618
525,244
6,633,304
16
Deferred taxation

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

Liabilities
Liabilities
2022
2021
Balances:
£
£
Accelerated capital allowances
-
210,740
2022
Movements in the year:
£
Liability at 1 January 2022
210,740
Transfer on disposal
(210,740)
Liability at 31 December 2022
-
BIOGROUP LABORATORY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
16
Deferred taxation
(Continued)
- 23 -

 

17
Retirement benefit schemes
2022
2021
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
25,006
21,424

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

18
Share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100

 

19
Operating lease commitments
Lessee

The company has come to an arrangement with the lessor to terminate their operating lease as at 17 March 2023.

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

2022
2021
£
£
Within one year
139,284
137,143
Between two and five years
-
0
175,162
139,284
312,305
20
Related party transactions
BIOGROUP LABORATORY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
20
Related party transactions
(Continued)
- 24 -

Equipment and sales of £155,715 were charged to SCM Biogroup from the company. Included within trade debtors and other receivables is a balance of £102,554 which relate to the sale of equipment, this was paid in February 2023.

 

A sale of £750,758 was charged to Selas Laborizon Maine Anjou for laboratory supplies, and purchases of £17,626 were charged to the company.

 

Alphabio charged the company £158,713 for services provided. £21,456 related to an accrual in place from 2021. Included within trade and other payables is a balance of £346 due to Alphabio as at 31 December 2022, this was paid in January 2023.

 

Included in trade and other receivables is IT equipment of £12,078 charged to Leyton UK Limited from the company. This balance was paid in January 2023.

 

A sale of £3,796 was charged to Laboratoire Terre Rouge from the company.

 

Included within trade and other receivables is £16,583 for lab supplies charged to BIOLAM LCD. This was paid in March 2023. Purchases of £859 were also charged to the company.

 

A purchase of £589 was charged to the company from Laborizon Bretagne. The company charged Laborizon Bretagne £95,550 for laboratory equipment.

 

A balance owed from SELAS CAB of £74,751 included in the 2021 financial statements was repaid to the company within the year.

21
Ultimate controlling party

The immediate parent company is deemed to be: SELAS CAB, a simplified joint stock company registered in France, the registered office at 114 route de Rouffach, 68000 Colmar. The ultimate controlling party is the estate of Stephane Eimer, the majority shareholder of SELAS Laboratoire Eimer (the ultimate parent company). The consolidated group accounts are drawn up by SELAS Laboratoire EIMER these can be requested from 53 rue Nationale, 67160 Wissembourg, France.

BIOGROUP LABORATORY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 25 -
22
Cash (absorbed by)/generated from operations
2022
2021
£
£
(Loss)/profit for the year after tax
(422,115)
25,151,547
Adjustments for:
Taxation (credited)/charged
(58,768)
5,954,227
Finance costs
41,422
-
0
Loss on disposal of tangible fixed assets
70,541
-
0
Amortisation and impairment of intangible assets
408,997
33,660
Depreciation and impairment of tangible fixed assets
974,129
521,872
Movements in working capital:
Decrease/(increase) in stocks
970,870
(970,870)
Decrease/(increase) in debtors
457,425
(785,979)
(Decrease)/increase in creditors
(3,470,901)
3,789,378
Cash (absorbed by)/generated from operations
(1,028,400)
33,693,835
23
Analysis of changes in net funds
1 January 2022
Cash flows
31 December 2022
£
£
£
Cash at bank and in hand
29,005,356
(26,715,526)
2,289,830
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