ACCOUNTS - Final Accounts preparation

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

Period ended

30 September

Caseware UK (AP4) 2022.0.179 2022.0.179 truetruetrue72021-10-01falseNo description of principal activity7truefalse 13216692 2021-10-01 2022-09-30 13216692 2021-02-22 2021-09-30 13216692 2022-09-30 13216692 2021-09-30 13216692 2021-02-22 13216692 1 2021-10-01 2022-09-30 13216692 1 2021-02-22 2021-09-30 13216692 2 2021-10-01 2022-09-30 13216692 2 2021-02-22 2021-09-30 13216692 6 2021-10-01 2022-09-30 13216692 6 2021-02-22 2021-09-30 13216692 d:Director1 2021-10-01 2022-09-30 13216692 d:Director2 2021-10-01 2022-09-30 13216692 d:Director3 2021-10-01 2022-09-30 13216692 d:RegisteredOffice 2021-10-01 2022-09-30 13216692 e:CurrentFinancialInstruments 2022-09-30 13216692 e:CurrentFinancialInstruments 2021-09-30 13216692 e:CurrentFinancialInstruments 4 2022-09-30 13216692 e:CurrentFinancialInstruments 4 2021-09-30 13216692 e:Non-currentFinancialInstruments 2022-09-30 13216692 e:Non-currentFinancialInstruments 2021-09-30 13216692 e:CurrentFinancialInstruments e:WithinOneYear 2022-09-30 13216692 e:CurrentFinancialInstruments e:WithinOneYear 2021-09-30 13216692 e:Non-currentFinancialInstruments e:AfterOneYear 2022-09-30 13216692 e:Non-currentFinancialInstruments e:AfterOneYear 2021-09-30 13216692 e:Non-currentFinancialInstruments e:BetweenOneTwoYears 2022-09-30 13216692 e:Non-currentFinancialInstruments e:BetweenOneTwoYears 2021-09-30 13216692 e:Non-currentFinancialInstruments e:BetweenTwoFiveYears 2022-09-30 13216692 e:Non-currentFinancialInstruments e:BetweenTwoFiveYears 2021-09-30 13216692 e:Non-currentFinancialInstruments e:MoreThanFiveYears 2022-09-30 13216692 e:Non-currentFinancialInstruments e:MoreThanFiveYears 2021-09-30 13216692 e:ReportableOperatingSegment7 2021-10-01 2022-09-30 13216692 e:ReportableOperatingSegment7 2021-02-22 2021-09-30 13216692 f:UnitedKingdom 2021-10-01 2022-09-30 13216692 f:UnitedKingdom 2021-02-22 2021-09-30 13216692 f:RestEuropeOutsideUK 2021-10-01 2022-09-30 13216692 f:RestEuropeOutsideUK 2021-02-22 2021-09-30 13216692 f:RestWorldOutsideUK 2021-10-01 2022-09-30 13216692 f:RestWorldOutsideUK 2021-02-22 2021-09-30 13216692 e:ShareCapital 2021-10-01 2022-09-30 13216692 e:ShareCapital 2022-09-30 13216692 e:ShareCapital 2021-02-22 2021-09-30 13216692 e:ShareCapital 2021-09-30 13216692 e:SharePremium 2021-10-01 2022-09-30 13216692 e:SharePremium 2022-09-30 13216692 e:SharePremium 2021-02-22 2021-09-30 13216692 e:SharePremium 2021-09-30 13216692 e:RetainedEarningsAccumulatedLosses 2021-10-01 2022-09-30 13216692 e:RetainedEarningsAccumulatedLosses 2022-09-30 13216692 e:RetainedEarningsAccumulatedLosses 2021-02-22 2021-09-30 13216692 e:RetainedEarningsAccumulatedLosses 2021-09-30 13216692 e:RetainedEarningsAccumulatedLosses 2021-02-22 13216692 e:OtherDeferredTax 2022-09-30 13216692 e:OtherDeferredTax 2021-09-30 13216692 d:OrdinaryShareClass1 2021-10-01 2022-09-30 13216692 d:OrdinaryShareClass1 2022-09-30 13216692 d:OrdinaryShareClass1 2021-09-30 13216692 d:FRS102 2021-10-01 2022-09-30 13216692 d:Audited 2021-10-01 2022-09-30 13216692 d:FullAccounts 2021-10-01 2022-09-30 13216692 d:PrivateLimitedCompanyLtd 2021-10-01 2022-09-30 13216692 e:Subsidiary1 2021-10-01 2022-09-30 13216692 e:Subsidiary1 1 2021-10-01 2022-09-30 13216692 e:Subsidiary2 2021-10-01 2022-09-30 13216692 e:Subsidiary2 1 2021-10-01 2022-09-30 13216692 e:Subsidiary3 2021-10-01 2022-09-30 13216692 e:Subsidiary3 1 2021-10-01 2022-09-30 13216692 e:Subsidiary4 2021-10-01 2022-09-30 13216692 e:Subsidiary4 1 2021-10-01 2022-09-30 13216692 6 2021-10-01 2022-09-30 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 13216692

Bioscript Limited

Annual Report and Financial Statements

For the Year Ended 30 September 2022

Bioscript Limited

Company Information

Directors	D Chaffer
	J Harrison
	A Medley


Registered number	13216692


Registered office	Ropewalks
	Newton Street
	Macclesfield
	United Kingdom
	SK11 6QJ


Independent auditors	Mazars LLP
	Chartered Accountants & Statutory Auditors
	One St Peter's Square
	Manchester
	M2 3DE

Bioscript Limited

Contents

	Page
Strategic Report	1
Directors' Report	2 - 3
Independent Auditors' Report	4 - 7
Statement of Income and Retained Earnings	8
Balance Sheet	9
Statement of Changes in Equity	10 - 11
Notes to Financial Statements	12 - 24

Bioscript Limited

Strategic Report

For the Year Ended 30 September 2022

Introduction

Bioscript Limited (the "Company") was incorporated on 22 February 2021. The Company is a holding company. The Company's parent company is Bioscript Midco 2 Limited.

The main trading subsidiaries of the Company are Bioscript Stirling Limited, Meridian Healthcomms Limited, Fortis Pharma Consulting Limited, Valid Insight Limited and Bioscript Science LLC. The principal activities is these companies are the provision of services to support pharmaceutical companies including regulatory support, market access and strategic medical communications.

Principal risks and uncertainties

The Company, being a holding company with the main trading company in the Group being Bioscript Stirling Limited, is reliant on the subsidiary undertakings performance. The board of directors continually identify, monitor and manage potential risks and uncertainties.

Financial key performance indicators

The Company is a holding company and does not have any financial key performance indicators.

Other key performance indicators

The Company is a holding company and does not have any other key performance indicators.

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

A Medley

Director

Date: 9 June 2023

Page 1

Bioscript Limited

Directors' Report

For the Year Ended 30 September 2022

The directors present their report and the audited financial statements of the Company for the year ended 30 September 2022.

Directors' responsibilities statement

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

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

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

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £4,622,841 (2021: profit for the period, after taxation, amounted to
£1,040,353).

No dividends were paid during the year (2021: £Nil).

Directors

The directors who served during the year were:

D Chaffer

J Harrison

A Medley

Page 2

Bioscript Limited

Directors' Report (continued)

For the Year Ended 30 September 2022

Going concern

The financial statements have been prepared on a going concern basis. The following paragraphs set out the basis of which
the directors have reached their conclusion.
The company has net current liabilities of £42,898,362 (2021: £31,453,787) and net assets of £3,574,240 (2021: £3,864,411) at 30 September 2022.
The company relies on continuing financial support of group companies to enable it to continue operating and meet its liabilities as they fall due. The company has received confirmation that this support will continue for a period of at least 12 months from the date of approval of the financial statements.
Therefore, the directors believe it is appropriate to prepare the accounts to 30 September 2022 on a going concern basis and there will be no adverse effect on solvency for more than 12 months after the date of approval of the financial statements.

Disclosure of information to auditors

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's auditors are 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's auditors are aware of that information.

Post balance sheet events

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

Auditors

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

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

A Medley

Director

Date: 9 June 2023

Page 3

Bioscript Limited

Independent Auditors' Report to the Members of Bioscript Limited

Opinion

We have audited the financial statements of Bioscript Limited (the 'Company') for the year ended 30 September 2022, which comprise the Statement of Income and Retained Earnings, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 30 September 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 "Auditors' 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 United Kingdom, including the Financial Reporting Council'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 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.

Page 4

Bioscript Limited

Independent Auditors' Report to the Members of Bioscript Limited (continued)

Other information

The other information comprises the information included in the annual report other than the financial statements and our Auditors' 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.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In 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 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' Responsibilities Statement set out on page 2, 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.

Page 5

Bioscript Limited

Independent Auditors' Report to the Members of Bioscript Limited (continued)

Auditors' 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 Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
Based on our understanding of the company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:

∙Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;

∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;

∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and

∙Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as: tax legislation, pension legislation and the Companies Act 2006.
In addition, we evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut-off assertion), and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:

∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;

∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;

∙Discussing amongst the engagement team the risks of fraud; and

∙Addressing the risks of fraud through management override of controls by performing journal entry testing.

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

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

Page 6

Bioscript Limited

Independent Auditors' Report to the Members of Bioscript Limited (continued)

Use of the audit report

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

Christopher Martin (Senior Statutory Auditor)

for and on behalf of Mazars LLP
Chartered Accountants & Statutory Auditors
One St Peter's Square
Manchester
M2 3DE
Date: 16 June 2023
16 June 2023

Mazars LLP

Page 7

Bioscript Limited

Statement of Income and Retained Earnings

For the Year Ended 30 September 2022

	30 September	Period ended 30 September
	2022	2021
Note	£	£


Turnover	4	956,677	408,237
Cost of sales		(36,151)	(4,986)
Gross profit		920,526	403,251
Administrative expenses		(1,194,639)	(466,524)
Operating loss		(274,113)	(63,273)
Income from shares in group undertakings	8	2,214,162	3,123,451
Interest payable and similar expenses	9	(6,556,635)	(2,029,220)
(Loss)/profit before tax		(4,616,586)	1,030,958
Tax on (loss)/profit	10	(6,255)	9,395
(Loss)/profit after tax		(4,622,841)	1,040,353



Retained earnings at the beginning of the year/period	1,040,353	-
	1,040,353	-
(Loss)/profit for the year/period	(4,622,841)	1,040,353
Retained earnings at the end of the year/period	(3,582,488)	1,040,353

The notes on pages 12 to 24 form part of these financial statements.

Page 8

Bioscript Limited

Registered number: 13216692

Balance Sheet

As at 30 September 2022

		2022		2021
Note		£		£

Fixed assets
Investments	11		69,462,948		50,157,816
			69,462,948		50,157,816
Current assets
Debtors: amounts falling due within one year	12	756,180		319,404
Cash at bank and in hand	13	1,102,204		-
		1,858,384		319,404
Creditors: amounts falling due within one year	14	(44,756,746)		(31,773,191)
Net current liabilities			(42,898,362)		(31,453,787)
Total assets less current liabilities			26,564,586		18,704,029
Creditors: amounts falling due after more than one year	15		(22,990,346)		(14,839,618)

Net assets			3,574,240		3,864,411

Capital and reserves
Called up share capital	18	4,323,428	963
Share premium account	19	2,833,300	2,823,095
Profit and loss account	19	(3,582,488)	1,040,353
		3,574,240	3,864,411

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

A Medley

Director

Date: 9 June 2023

The notes on pages 12 to 24 form part of these financial statements.

Page 9

Bioscript Limited

Statement of Changes in Equity

For the Year Ended 30 September 2022

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 October 2021	963	2,823,095	1,040,353	3,864,411
Comprehensive income for the year
Loss for the year	-	-	(4,622,841)	(4,622,841)
Total comprehensive income for the year	-	-	(4,622,841)	(4,622,841)
Shares issued during the year	4,322,465	10,205	-	4,332,670
Total transactions with owners	4,322,465	10,205	-	4,332,670
At 30 September 2022	4,323,428	2,833,300	(3,582,488)	3,574,240

The notes on pages 12 to 24 form part of these financial statements.

Page 10

Bioscript Limited

Statement of Changes in Equity

For the Period Ended 30 September 2021

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
Comprehensive income for the period
Profit for the period	-	-	1,040,353	1,040,353
Total comprehensive income for the period	-	-	1,040,353	1,040,353
Shares issued during the period	963	2,823,095	-	2,824,058
Total transactions with owners	963	2,823,095	-	2,824,058
At 30 September 2021	963	2,823,095	1,040,353	3,864,411

The notes on pages 12 to 24 form part of these financial statements.

Page 11

Bioscript Limited

Notes to the Financial Statements

For the Year Ended 30 September 2022

1.	General information

Bioscript Limited is a private company limited by share capital. The company was incorporated in England, company number 13216692. The address of the registered office and principal place of business is Ropewalks, Newton Street, Macclesfield, United Kingdom, SK11 6QJ. The principal activity during the period was that of a holding company.

2.Accounting policies

2.1

Basis of preparation of financial statements

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

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

The following principal accounting policies have been applied:

2.2

Financial reporting standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Bioscript Holdings Limited as at 30 September 2022 and these financial statements may be obtained from Ropewalks, Newton Street, Macclesfield, United Kingdom, SK11 6QJ.

2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of its immediate parent undertaking established under the law of an EEA state and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
The Company is included in the consolidation of Bioscript Holdings Limited and the consolidated financial statements of Bioscript Holdings Limited may be obtained from Ropewalks, Newton Street, Macclesfield, United Kingdom, SK11 6QJ or Companies House.

Page 12

Bioscript Limited

Notes to the Financial Statements

For the Year Ended 30 September 2022

2.Accounting policies (continued)

2.4

Going concern

The financial statements have been prepared on a going concern basis. The following paragraphs set out the basis of which the directors have reached their conclusion.
The Company has net current liabilities of £42,898,362 (2021: £31,453,787) and net assets of £3,574,240 (2021: £3,864,411) at 30 September 2022.
The company relies on continuing financial support of group companies to enable it to continue operating and meet its liabilities as they fall due. The company has received confirmation that this support will continue for a period of at least 12 months from the date of approval of the financial statements.
Therefore, the directors believe it is appropriate to prepare the accounts to 30 September 2022 on a going concern basis and there will be no adverse effect on solvency for more than 12 months after the date of approval of the financial statements.

2.5

Revenue

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

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.6

Finance costs

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

2.7

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds.

Page 13

Bioscript Limited

Notes to the Financial Statements

For the Year Ended 30 September 2022

2.Accounting policies (continued)

2.8

Current and deferred taxation

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

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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

2.9

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.10

Debtors

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

2.11

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

2.12

Creditors

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

Page 14

Bioscript Limited

Notes to the Financial Statements

For the Year Ended 30 September 2022

2.Accounting policies (continued)

2.13

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

2.14

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make significant judgements, estimates and assumptions that affect amounts reported for assets and liabilities as at the reporting date and the amounts reported for revenues and expenses during the period. However, the nature of estimation means that actual outcomes may differ from these judgements, estimates and assumptions. The directors believe that judgements, estimates and assumptions do not have a significant risk of causing a material difference to the carrying amounts of the assets and liabilities within the next financial year.

Page 15

Bioscript Limited

Notes to the Financial Statements

For the Year Ended 30 September 2022

	Intercompany sales	956,677	408,237

Analysis of turnover by country of destination:

					30 September	Period ended 30 September
					2022	2021
					£	£

United Kingdom	872,154	408,237
Rest of Europe	16,237	-
Rest of the World	68,286	-
	956,677	408,237

Audit of the financial statements of the Company	2,200	2,000
Audit of the financial statements of group companies	117,750	10,000
	119,950	12,000

Page 16

Bioscript Limited

Notes to the Financial Statements

For the Year Ended 30 September 2022

Wages and salaries	726,348	323,771
Social security costs	96,561	40,438
Cost of defined contribution scheme	133,508	71,043
	956,417	435,252

The average monthly number of employees, including the directors, during the year was as follows:
	30 September 2022	Period ended 30 September 2021
	£	£


Administration	4	4
Directors	3	3
	7	7

Directors' emoluments	268,262	-
Company contributions to defined contribution pension schemes	87,156	-
	355,418	-

The highest paid director received total remuneration including pension contributions of £132,912 (2021: £Nil).
The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £40,000 (2021: £Nil).

Page 17

Bioscript Limited

Notes to the Financial Statements

For the Year Ended 30 September 2022

	Dividend income	2,214,162	3,123,451

Interest on loan	1,596,041	134,508
Unwinding of deferred consideration	453,641	107,907
Inter-company interest	3,781,075	1,628,440
Amortisation of debt fees	725,878	158,365
	6,556,635	2,029,220

Page 18

Bioscript Limited

Notes to the Financial Statements

For the Year Ended 30 September 2022



Total current tax	-	-

Deferred tax
Origination and reversal of timing differences	4,754	(7,140)
Changes to tax rates	1,501	(2,255)
Total deferred tax	6,255	(9,395)


	Taxation on loss/profit on ordinary activities	6,255	(9,395)

(Loss)/profit on ordinary activities before tax

(4,616,586)

1,030,958

(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021: 19%)	(877,151)	195,882
Effects of:
Non-taxable income	(420,691)	(593,456)
Group relief	1,302,596	390,434
Changes in tax rate	1,501	(2,255)
Total tax charge/(credit) for the year/period	6,255	(9,395)

Page 19

Bioscript Limited

Notes to the Financial Statements

For the Year Ended 30 September 2022

11.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 October 2021	50,157,816
	Additions	19,305,132
	At 30 September 2022	69,462,948

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Bioscript Group Limited	Ropewalks, Newton Street, Macclesfield, United Kingdom, SK11 6QJ	Ordinary	100%
Azimuth Pharma Limited	Ropewalks, Newton Street, Macclesfield, United Kingdom, SK11 6QJ	Ordinary	100%
Valid Insight Ltd	Ropewalks, Newton Street, Macclesfield, United Kingdom, SK11 6QJ	Ordinary	100%
Meridian Healthcomms Holdings Limited	Ropewalks, Newton Street, Macclesfield, United Kingdom, SK11 6QJ	Ordinary	100%

Additions during the year mainly related to the acquisition of Meridian Healthcomms Holdings Limited in April 2022.

12.

Debtors

					2022	2021
					£	£


Amounts owed by group undertakings	679,594	124,301
Other debtors	62,652	185,708
Prepayments and accrued income	10,794	-
Deferred taxation	3,140	9,395
	756,180	319,404

Page 20

Bioscript Limited

Notes to the Financial Statements

For the Year Ended 30 September 2022

13.	Cash
		2022	2021
		£	£

	Cash at bank and in hand	1,102,204	-

14.	Creditors: Amounts falling due within one year
		2022	2021
		£	£

Bank loans	1,962,451	628,063
Trade creditors	102,000	6,000
Amounts owed to group undertakings	42,360,935	30,075,553
Other taxation and social security	30,790	18,760
Deferred consideration	123,238	789,075
Accruals and deferred income	164,772	218,163
Other creditors	12,560	37,577
	44,756,746	31,773,191

15.	Creditors: Amounts falling due after more than one year
		2022	2021
		£	£

Bank loans	16,804,564	6,386,047
Other creditors	6,185,782	8,453,571
	22,990,346	14,839,618

The Group has given a guarantee in respect of a loan advance to a Group subsidiary. The maximum potential liability to the Company as at 30 September 2022 amounted to £22,200,000 (2021: £10,000,000).

Page 21

Bioscript Limited

Notes to the Financial Statements

For the Year Ended 30 September 2022

Amounts falling due within one year
Bank loans	1,962,451	628,063
Amounts falling due 1-2 years
Bank loans	1,682,548	544,086
Amounts falling due 2-5 years
Bank loans	8,196,893	879,656
Amounts falling due after more than 5 years
Bank loans	6,925,123	4,962,305
	18,767,015	7,014,110

Loan borrowing relates to a facility granted by Kartesia Management and KASS Unlevered S.à.r.l. of £12,000,000 and £10,000,000 ($13,760,000) (2021: £10,000,000 ($13,760,000). The facilities are secured by way of a fixed and floating charge over all current and future assets of the group and is repayable on the 6th anniversary of drawing down the facility. Interest is payable at 7.25% above LIBOR (2021: 7.25% above LIBOR).
During the year, new loan borrowing relates to a facility granted by Kartesia Management and KASS Unlevered S.à.r.l. of £12,000,000. The facilities are secured by way of a fixed and floating charge over all current and future assets of the group and is repayable on the 6th anniversary of drawing down the facility. Interest is payable at 7.25% above SONIA.
In accordance with FRS102 Section 25, issue costs totalling £3,432,985 (2021: £2,985,890) have been offset against the above loan and are amortised over the duration of the facility, resulting in a net loan balance of £18,767,015 (2021: £7,014,110).

Page 22

Bioscript Limited

Notes to the Financial Statements

For the Year Ended 30 September 2022

17.	Deferred taxation

	2022	2021
	£	£

At beginning of year	9,395	9,395
Charged to profit or loss	(6,255)	-
At end of year/period	3,140	9,395

The deferred tax asset is made up as follows:
	2022	2021
	£	£

Short term timing differences - trading

3,140

9,395

18.	Share capital
		2022	2021
		£	£

Allotted, called up and fully paid

432,342,829 (2021: 96,301) Ordinary shares of £0.01 each	4,323,428	963

During the year the company issued 432,246,528 Ordinary shares at £0.01 each. The amount paid in respect of the Ordinary shares was £4,332,670. (2021: the company issued 96,301 Ordinary shares at £0.01 each. The amount paid in respect of the Ordinary shares was £2,824,058).

19.

Reserves

Share premium account

The share premium account includes any premiums received on the issue of share capital. Any transactions costs associated with the issuing of shares are deducted from share premium.

Profit and loss account

The profit and loss account includes all current and prior year profits and losses.

Page 23

Bioscript Limited

Notes to the Financial Statements

For the Year Ended 30 September 2022

20.	Pension commitments

The company operates a defined contribution pension scheme. The assets of the scheme are held seperately from those of the company in an independently administered fund.
The pension cost charge represents contributions payable by the company to the fund and amounted to £133,508 (2021: £71,043). Contributions totalling £12,560 (2021: £37,577) were payable to the funds at the balance sheet date and are included in other creditors.

21.	Related party transactions
	The directors have chosen not to disclose transactions entered with other companies wholly owned within group as permitted under FRS102 paragraph 33.1A.

22.	Controlling party

The immediate parent company is Bioscript Midco 2 Limited, a company registered in England and Wales, company number 13212966, which owns 100% of the called up share capital.
The ultimate parent company is Bioscript Holdings Limited, a company registered in England and Wales, company number 13203898.

Page 24