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REGISTERED NUMBER: 09173173 (England and Wales)















Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 30 April 2024

for

Global Orphan Limited

Global Orphan Limited (Registered number: 09173173)






Contents of the Financial Statements
for the Year Ended 30 April 2024




Page

Company Information 1

Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Income Statement 10

Other Comprehensive Income 11

Balance Sheet 12

Statement of Changes in Equity 13

Notes to the Financial Statements 14


Global Orphan Limited

Company Information
for the Year Ended 30 April 2024







DIRECTORS: K Hinton
Mrs J M Sherry





REGISTERED OFFICE: Unit 1 & 2 Alfred Eley Close
Swadlincote
Leicestershire
DE11 OWU





REGISTERED NUMBER: 09173173 (England and Wales)





AUDITORS: Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
First Floor
2 Chamberlain Square
Birmingham
B3 3AX

Global Orphan Limited (Registered number: 09173173)

Strategic Report
for the Year Ended 30 April 2024

The directors present their strategic report for the year ended 30 April 2024.

REVIEW OF BUSINESS
The principal activity of the company is that of services within the pharmaceutical industry.

The Company achieved a profit before tax of £250,790 (2023: Loss of £9,958), including a profit of £500,000 made on the sale of its interest in an associate to a fellow group company.

PRINCIPAL RISKS AND UNCERTAINTIES
The Directors constantly review the risks and uncertainties in the market place and at entity level. The Company
operates in a niche market place which is driven by the general public's health needs. Whilst this remains a very
competitive area, the business does not necessarily face the same level of risks and uncertainties as those experienced in the wider economy.

FINANCIAL RISK MANAGEMENT
The Company's operations expose it to a variety of financial risks that include the effects of credit risk, liquidity risk and cash flow risk.

The Company has defined policies and procedures which set out specific guidelines to manage credit risk, liquidity risk and cash flow risk and the circumstances when it would be appropriate to use financial instruments to manage these.

The Company holds regular meetings attended by the Directors or their representatives to discuss the current and future financial risk facing the Company in accordance with the Group's policies and appropriate decisions are made based on the market and business information available.

CREDIT RISK
This is the risk that one party to a financial instrument will cause a financial loss for that other party by failing to discharge an obligation. Global Orphan Limited's credit policies aim to avoid this within its operations via the use of risk management tools and continuous monitoring of credit limits and trading patterns.

LIQUIDITY RISK
This arises when an entity encounters difficulty in meeting obligations. The Company aims to mitigate risk by focussing on its working capital cycle and working to continuously reduce debtor days.

CASH FLOW RISK
This is the risk of exposure to variability in cash flows that is attributable to a particular risk associated with a recognised asset or liability. The Company manages this risk through effective working capital management.

KEY PERFORMANCE INDICATORS
The Company's key performance indicators during th year were as follows:

2024 2023 Increase/(Decrease ) %
Profit before tax £250,790 (£9,958 ) £260,758 2,619
Equity shareholders'
funds

£442,468

£254,796

£187,672

74

POST BALANCE SHEET EVENTS
In May 2024, Healthnet Homecare (UK) Limited, a fellow group company purchased 100% of the ordinary share
capital of Healthcare Anywhere Limited. The company had a shareholding in Healthcare Anywhere Limited of £1
as at the date of purchase, and received £70,000 of cash in return for its shares.

On 29 October 2024, the entire share capital of the Socius Pharma Group was purchased by Apollo 2024 Bidco Limited, the ultimate parent company of which is Apollo 2024 Topco Limited. Additional information can be found in the post balance events sheet note and the ultimate controlling party note.


Global Orphan Limited (Registered number: 09173173)

Strategic Report
for the Year Ended 30 April 2024

FUTURE OUTLOOK
The group of which Global Orphan Limited is a subsidiary is driven by the belief that the future of patient care will be increasingly delivered in the community and will be enabled through partnerships with the NHS and pharmaceutical companies. The Company operates with the patient firmly at the centre and believes it is in a strong position for the future.

ON BEHALF OF THE BOARD:





K Hinton - Director


16 January 2025

Global Orphan Limited (Registered number: 09173173)

Report of the Directors
for the Year Ended 30 April 2024

The directors present their report with the financial statements of the Company for the year ended 30 April 2024.

DIVIDENDS
No dividends will be distributed for the year ended 30 April 2024 (2023: £nil).

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
K Hinton has held office during the whole of the period from 1 May 2023 to the date of this report.

Other changes in directors holding office are as follows:

Mrs J M Sherry was appointed as a director after 30 April 2024 but prior to the date of this report.

M A Gordon ceased to be a director after 30 April 2024 but prior to the date of this report.

GOING CONCERN
The financial statements have been prepared on a going concern basis. The Directors have prepared a going concern assessment based on forecasts for a period up to April 2026, including realistic downside scenarios. The Company has net current liabilities at the period end and is reliant on support from a group company. The parent company have confirmed the facility will remain in place for at least one year after signing these financial statements.

After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Directors therefore continue to adopt the going concern basis in preparing the financial statements.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Report of the Directors 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 accounting standards have been followed, subject to any material departures disclosed and as 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Global Orphan Limited (Registered number: 09173173)

Report of the Directors
for the Year Ended 30 April 2024


AUDITORS
On 1 June 2024 Mazars LLP changed its name to Forvis Mazars LLP. The auditors, Forvis Mazars LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





K Hinton - Director


16 January 2025

Report of the Independent Auditors to the Members of
Global Orphan Limited

Opinion
We have audited the financial statements of Global Orphan Limited (the 'Company') for the year ended 30 April 2024, which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 April 2024 and of its profit 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 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 director's 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 original financial statements were 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 Strategic Report, Report of the Directors and financial statements other than the financial statements and our auditor's report thereon. The Directors are responsible for the other information contained within the Strategic Report and the Report of the Directors. 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 the audit:

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

- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Global Orphan Limited


Matters on which we are required to report by exception
In the light of our 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 and the Directors' Report.

We have nothing to report in respect of the following matters where 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; and

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

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities, 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.

Report of the Independent Auditors to the Members of
Global Orphan Limited


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 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 the 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: UK tax legislation, pension legislation, health and safety regulations and employment 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, pensions 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, management bias through judgements and assumptions in significant accounting estimates, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, 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 auditor's report.

Report of the Independent Auditors to the Members of
Global Orphan Limited


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's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body for our audit work, for this report, or for the opinions we have formed.




Elisa Howe (Senior Statutory Auditor)
for and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
First Floor
2 Chamberlain Square
Birmingham
B3 3AX

17 January 2025

Global Orphan Limited (Registered number: 09173173)

Income Statement
for the Year Ended 30 April 2024

30.4.24 30.4.23
Notes £    £   

TURNOVER 3 102,701 175,834

Administrative expenses 24,595 24,118
OPERATING PROFIT 4 78,106 151,716

Profit on sale of interest in
associate 5 500,000 -
578,106 151,716


Interest payable and similar expenses 6 327,316 161,674
PROFIT/(LOSS) BEFORE TAXATION 250,790 (9,958 )

Tax on profit/(loss) 7 63,118 6,149
PROFIT/(LOSS) FOR THE FINANCIAL YEAR 187,672 (16,107 )

Global Orphan Limited (Registered number: 09173173)

Other Comprehensive Income
for the Year Ended 30 April 2024

30.4.24 30.4.23
Notes £    £   

PROFIT/(LOSS) FOR THE YEAR 187,672 (16,107 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

187,672

(16,107

)

Global Orphan Limited (Registered number: 09173173)

Balance Sheet
30 April 2024

30.4.24 30.4.23
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 8 9,112 12,188
Investments 9 6,193,927 6,293,927
6,203,039 6,306,115

CURRENT ASSETS
Debtors 10 691,311 132,493
Cash at bank 295,100 231,520
986,411 364,013
CREDITORS
Amounts falling due within one year 11 6,732,392 6,390,824
NET CURRENT LIABILITIES (5,745,981 ) (6,026,811 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

457,058

279,304

CREDITORS
Amounts falling due after more than one year 12 (12,312 ) (21,461 )

PROVISIONS FOR LIABILITIES 14 (2,278 ) (3,047 )
NET ASSETS 442,468 254,796

CAPITAL AND RESERVES
Called up share capital 15 1,000 1,000
Retained earnings 16 441,468 253,796
SHAREHOLDERS' FUNDS 442,468 254,796

The financial statements were approved by the Board of Directors and authorised for issue on 16 January 2025 and were signed on its behalf by:





K Hinton - Director


Global Orphan Limited (Registered number: 09173173)

Statement of Changes in Equity
for the Year Ended 30 April 2024

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 May 2022 1,000 269,903 270,903

Changes in equity
Deficit for the year - (16,107 ) (16,107 )
Total comprehensive income - (16,107 ) (16,107 )
Balance at 30 April 2023 1,000 253,796 254,796

Changes in equity
Profit for the year - 187,672 187,672
Total comprehensive income - 187,672 187,672
Balance at 30 April 2024 1,000 441,468 442,468

Global Orphan Limited (Registered number: 09173173)

Notes to the Financial Statements
for the Year Ended 30 April 2024

1. STATUTORY INFORMATION

Global Orphan Limited is a private company, limited by shares, registered in England and wales. The Company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company's functional and presentational currency is the Pound Sterling rounded to the nearest pound.

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 FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows;
the requirement of paragraph 3.17(d);
the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
the requirements of paragraphs 29.28(b) and 29.29;
the requirement of paragraph 33.7.

This information is included in the consolidated financial statements of Socius Pharma Limited as at 30 April 2024 and these financial Statements can be obtained from Companies House.

Preparation of consolidated financial statements
The financial statements contain information about Global Orphan Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Socius Pharma Limited, York House, Main Street, Ullesthorpe, Lutterworth, Leicestershire, LE17 5BT

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Going concern
The financial statements have been prepared on a going concern basis. The Directors have prepared a going concern assessment based on forecasts for a period up to April 2026, including realistic downside scenarios. The Company has a net current liabilities at the period end and is reliant on support from a group company. The parent company have confirmed the facility will remain in place for at least one year after signing these financial statements.

After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Directors therefore continue to adopt the going concern basis in preparing the financial statements.

Critical accounting judgements and key sources of estimation uncertainty
The preparation of the financial statements in conformity with generally accepted accounting principles requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results in the future could differ from those estimates. In this regard, the Directors believe that there are no critical accounting policies where judgements or estimations are necessarily applied in the financial statements.

Global Orphan Limited (Registered number: 09173173)

Notes to the Financial Statements - continued
for the Year Ended 30 April 2024

2. ACCOUNTING POLICIES - continued

Turnover
Turnover 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. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Rendering of services
Turnover 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 turnover 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.

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

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives as follows:
Plant and machinery- 25% on reducing balance
Computer equipment- 25% on reducing balance
Fixtures and fittings- 25% on reducing balance

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Fixed assets are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in the Income Statement.

Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised in the Income Statement.

Investments in subsidiaries and associates
Investments in subsidiary and associate undertakings are recognised at cost less impairment.

Investments in subsidiary and associate undertakings are reviewed for any indication that they may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in the Income Statement.

Global Orphan Limited (Registered number: 09173173)

Notes to the Financial Statements - continued
for the Year Ended 30 April 2024

2. ACCOUNTING POLICIES - continued

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 and loans to related parties.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a Director in the case of a small company or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Income Statement.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Global Orphan Limited (Registered number: 09173173)

Notes to the Financial Statements - continued
for the Year Ended 30 April 2024

2. ACCOUNTING POLICIES - continued

Debtors and creditors
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.

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.

3. TURNOVER

The turnover and profit (2023 - loss) before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

30.4.24 30.4.23
£    £   
Rendering of services 102,701 175,834
102,701 175,834

An analysis of turnover by geographical market is given below:

30.4.24 30.4.23
£    £   
United Kingdom 102,701 175,834
102,701 175,834

4. OPERATING PROFIT

The operating profit is stated after charging:

30.4.24 30.4.23
£    £   
Depreciation - owned assets 3,076 2,749

The results in the Income Statement were derived from continuing activities.

The company has no recognised gains or losses for the year other than the results included in the Income Statement.

The company has no employees and the directors are not remunerated by the company.

5. EXCEPTIONAL ITEMS
30.4.24 30.4.23
£    £   
Profit on sale of interest in
associate 500,000 -

Global Orphan Limited (Registered number: 09173173)

Notes to the Financial Statements - continued
for the Year Ended 30 April 2024

6. INTEREST PAYABLE AND SIMILAR EXPENSES
30.4.24 30.4.23
£    £   
Corporation tax interest paid 625 3
Other loan interest 689 917
Interest payable to group
undertaking 326,002 160,754
327,316 161,674

7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
30.4.24 30.4.23
£    £   
Current tax:
UK corporation tax 63,887 4,803

Deferred tax (769 ) 1,346
Tax on profit/(loss) 63,118 6,149

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

30.4.24 30.4.23
£    £   
Profit/(loss) before tax 250,790 (9,958 )
Profit/(loss) multiplied by the standard rate of corporation tax in the UK of
25% (2023 - 19.493%)

62,698

(1,941

)

Effects of:
Expenses not deductible for tax purposes 420 5,041
Income not taxable for tax purposes - (623 )
Capital allowances in excess of depreciation - (255 )
Utilisation of tax losses - 3,196
Deferred tax relating to changes in tax rates - 731
Total tax charge 63,118 6,149

The timing of the reversal of deferred tax liabilities is uncertain as it depends on future events.

Global Orphan Limited (Registered number: 09173173)

Notes to the Financial Statements - continued
for the Year Ended 30 April 2024

8. TANGIBLE FIXED ASSETS
Fixtures
Plant and and Computer
machinery fittings equipment Totals
£    £    £    £   
COST
At 1 May 2023
and 30 April 2024 14,560 488 7,773 22,821
DEPRECIATION
At 1 May 2023 7,218 - 3,415 10,633
Charge for year 1,835 151 1,090 3,076
At 30 April 2024 9,053 151 4,505 13,709
NET BOOK VALUE
At 30 April 2024 5,507 337 3,268 9,112
At 30 April 2023 7,342 488 4,358 12,188

9. FIXED ASSET INVESTMENTS
Shares in Interest
group in
undertakings associate Totals
£    £    £   
COST
At 1 May 2023 6,193,926 100,001 6,293,927
Disposals - (100,000 ) (100,000 )
At 30 April 2024 6,193,926 1 6,193,927
NET BOOK VALUE
At 30 April 2024 6,193,926 1 6,193,927
At 30 April 2023 6,193,926 100,001 6,293,927

Global Orphan Limited (Registered number: 09173173)

Notes to the Financial Statements - continued
for the Year Ended 30 April 2024

9. FIXED ASSET INVESTMENTS - continued

Investment in associates
(i) L F & E Refrigerated Transport Limited
In September 2023, Healthnet Homecare (UK) Limited, a fellow group company purchased the Company's £100,000 interest in the ordinary share capital of L F & E Refrigerated Transport Limited. Healthnet Homecare (UK) Limited paid cash consideration to the Company of £103,000. A further £497,000 of consideration is expected to be paid by Healthnet Homecare (UK) Limited to the Company, based on the performance of L F & E Refrigerated Transport Limited in the year ending 31st October 2024.

(ii) Healthcare Anywhere Limited
As disclosed in the post balance sheet events note, in May 2024, Healthnet Homecare (UK) Limited, a fellow group company purchased 100% of the ordinary share capital of Healthcare Anywhere Limited.


Investment in subsidiary undertakings
The share capital of subsidiary undertakings is designated as ordinary shares.


Subsidiary undertaking

Holding

Activity
Country of
incorporation
Registered
office

Healthnet Homecare Limited

75%
Holding
company
England &
Wales

(1

)


Healthnet Homecare (UK) Limited*


75%
Nursing and
pharmacy
services

England &
Wales


(1


)

L F & E Refrigerated Transport Limited*

75%
Transportation
services
England &
Wales

(2

)
* Held by a subsidiary undertaking

(1) Unit 1 & 2 Alfred Eley Close, Swadlincote, DE11 0WU

(2) Ripley House, Ripley Drive, Normanton, West Yorkshire WF6 1QT

10. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
30.4.24 30.4.23
£    £   
Trade debtors - 25,715
Other debtors 500,710 3,711
Directors' current accounts 190,601 103,067
691,311 132,493

Other debtors includes £497,000 of deferred consideration receivable.

11. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
30.4.24 30.4.23
£    £   
Other loans (see note 13) 9,355 10,206
Trade creditors 1 -
Amounts owed to group undertakings 6,687,653 6,361,651
Tax 29,373 7
VAT 229 16,225
Other creditors 32 32
Accrued expenses 5,749 2,703
6,732,392 6,390,824

Amounts owed to group undertakings are interest bearing linked to the Bank of England base rate and are repayable on demand.

Global Orphan Limited (Registered number: 09173173)

Notes to the Financial Statements - continued
for the Year Ended 30 April 2024

12. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
30.4.24 30.4.23
£    £   
Other loans (see note 13) 12,312 21,461

13. LOANS

An analysis of the maturity of loans is given below:

30.4.24 30.4.23
£    £   
Amounts falling due within one year or on demand:
Other loans 9,355 10,206

Amounts falling due between one and two years:
Other loans - 1-2 years 10,206 9,355

Amounts falling due between two and five years:
Other loans - 2-5 years 2,106 12,106

The other loan is unsecured, subject to interest of 2.5% and repayable by installments ending in June 2026.

14. PROVISIONS FOR LIABILITIES
30.4.24 30.4.23
£    £   
Deferred tax 2,278 3,047

Deferred
tax
£   
Balance at 1 May 2023 3,047
Provided during year (769 )
Balance at 30 April 2024 2,278

15. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 30.4.24 30.4.23
value: £    £   
7,800 Ordinary A 0.1 780 780
2,000 Ordinary B 0.1 200 200
200 Ordinary C 0.1 20 20
1,000 1,000

A ordinary share capital have full voting rights and dividend rights, full rights to participate in winding up and are non redeemable.

B ordinary share capital have full voting rights and dividend rights, rights to participate in winding up only in the event that capital available for distribution exceeds £310,000 and are non redeemable.

C ordinary share capital have no voting rights and no dividend rights, rights to participate in winding up only in the event that capital available for distribution exceeds £310,000 and are non redeemable.

Global Orphan Limited (Registered number: 09173173)

Notes to the Financial Statements - continued
for the Year Ended 30 April 2024

16. RESERVES
Retained
earnings
£   

At 1 May 2023 253,796
Profit for the year 187,672
At 30 April 2024 441,468

The retained earnings reserve represents cumulative profits and losses.

17. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to directors subsisted during the years ended 30 April 2024 and 30 April 2023:

30.4.24 30.4.23
£    £   
K Hinton
Balance outstanding at start of year 95,176 (7,881 )
Amounts advanced 87,534 103,057
Amounts repaid - -
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year 182,710 95,176

M A Gordon
Balance outstanding at start of year 7,891 7,891
Amounts repaid - -
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year 7,891 7,891

Directors advances are interest free and repayable on demand.

18. RELATED PARTY DISCLOSURES

During the year, transactions with Directors' totalled £87,534 (2022: £103,057), with £190,601 (2023: £103,067) owed by the Directors at 30 April 2024.

During the year, the Company entered into transactions, in the ordinary course of business, with non-wholly owned group entities and related parties.

Transactions entered into and trading balances outstanding as at 30 April 2024 were as follows:


Sales

Interest

Amounts due
Amounts
owed
£   £   £   £   
Healthnet Homecare (UK) Limited-326,022-6,687,653

Transactions entered into and trading balances outstanding as at 30 April 2023 were as follows:



Sales

Interest

Amounts due
Amounts
owed
£   £   £   £   
Healthnet Homecare (UK) Limited-160,754-6,361,651


Prior to its purchase by the group, as disclosed in the investments note, during the year ended 30 April 2024 the company made sales of £102,701 (2023: £175,834) to L F & E Refrigerated Transport Limited. No sales have been made post acquisition.

Global Orphan Limited (Registered number: 09173173)

Notes to the Financial Statements - continued
for the Year Ended 30 April 2024

19. POST BALANCE SHEET EVENTS

In May 2024, Healthnet Homecare (UK) Limited, a fellow group company purchased 100% of the ordinary share capital of Healthcare Anywhere Limited. The company had a shareholding in Healthcare Anywhere Limited of £1 as at the date of purchase, and received £70,000 of cash in return for its shares.

On the 29 October 2024, Apollo 2024 Bidco Limited purchased 100% of the ordinary share capital of Socius Pharma Limited, 490 A ordinary shares and 2,000 B ordinary shares in Global Orphan Limited and 227 B ordinary shares of Healthnet Homecare Limited. Apollo 2024 Bidco Limited is wholly owned by Apollo 2024 Holdco Limited, which is in turn wholly owned by Apollo 2024 Midco Limited, which is in turn wholly owned by Apollo 2024 Topco Limited. As a result of the purchase Apollo 2024 Topco Limited owns the entire issued share capital of the Group. Apollo 2024 Topco Limited is majority owned by CBPE Capital Fund X LP, and accordingly CBPE Capital LLP became the company's ultimate controlling entity at that date.

On 29 October 2024, a charge was entered into with Barclays Bank plc with fixed and floating charges over the property and undertakings of the company and which contains a negative pledge. Details of the charge can be obtained from Companies House.

20. ULTIMATE CONTROLLING PARTY

The immediate parent undertaking at the Statement of Financial Position date was Global Orphan Associates Limited a company incorporated in England and Wales. Socius Pharma Limited was regarded by the directors as being the company's ultimate parent company and ultimate controlling entity as at the Balance Sheet Date. The company in which the results of this Company are consolidated for the year ended 30 April 2024 is Socius Pharma Limited. Copies of Socius Pharma Limited's financial statements can be obtained from Companies House.

As a result of the transaction described in the post balance sheet event note, on 29 October 2024, Apollo 2024 Topco Limited became company's ultimate parent company and CBPE Capital LLP became its ultimate controlling entity. Copies of Apollo 2024 Topco Limited’s financial statements can be obtained from Companies House.