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REGISTERED NUMBER: 07186552 (England and Wales)






















Strategic Report,

Report of the Directors and

Financial Statements

for the Year Ended 31 December 2024

for

Tillotts Pharma UK Limited

Tillotts Pharma UK Limited (Registered number: 07186552)






Contents of the Financial Statements
for the Year Ended 31 December 2024




Page

Company Information 1

Strategic Report 2

Report of the Directors 5

Report of the Independent Auditors 8

Income Statement 11

Other Comprehensive Income 12

Balance Sheet 13

Statement of Changes in Equity 14

Cash Flow Statement 15

Notes to the Cash Flow Statement 16

Notes to the Financial Statements 17


Tillotts Pharma UK Limited

Company Information
for the Year Ended 31 December 2024







DIRECTORS: Mrs L Robinson
Mr J Thorpe





SECRETARY: Mrs L Robinson





REGISTERED OFFICE: Larbourne Suite The Stables
Wellingore Hall
Wellingore
Lincolnshire
LN5 0HX





REGISTERED NUMBER: 07186552 (England and Wales)





AUDITORS: Wright Vigar Limited
Statutory Auditors
Chartered Accountants & Business Advisers
15 Newland
Lincoln
Lincolnshire
LN1 1XG

Tillotts Pharma UK Limited (Registered number: 07186552)

Strategic Report
for the Year Ended 31 December 2024

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS
Key performance indicators
Key performance indicators used to monitor and measure the effectiveness and productivity of the company include:

Financial performance
In 2024 Tillotts Pharma UK achieved 6% growth in sales revenue. Sales income in 2024 exceeded £61.6 million, before rebates, and represented 102% of original sales forecast. The growth is lower than in previous years as market saturation has been achieved for the highest sales volume line and single digit incremental growth is now the reality.

Cost of Sales decreased slightly in 2024 as a result of the Prescription Price Regulatory Scheme (PPRS) Voluntary Scheme (VPAS) rate of rebate which decreased from 26.5% in 2023 to 21.9% in 2024. A substantial refund of £2.25 million from the 2023 scheme is due to be received in March 2025. Mitigatory actions taken in 2024 included resigning from the Voluntary scheme which by default put Tillotts Pharma UK into the Statutory Scheme which is slightly more advantageous for the company. Other mitigatory measures taken in 2023 were maintained and continued in 2024. The effect of these mitigations was to reduce the effective rebate rate from 21% to 15%. The 2024 Voluntary Scheme remains unattractive to Tillotts Pharma UK and in 2025 Tillotts Pharma UK will remain in the Statutory Scheme. The terms of the 2024 Voluntary Scheme are such that leaving or joining the scheme is only possible once a year at the beginning of the new year. Tillotts Pharma UK Directors will review the scheme again in late 2025 to assess the best course for 2026.

The cost of the Statutory Scheme rebate after mitigations came in at £9.32 million.

Operating expenses were £18.7 million which was £1.6 million below 2023, a reduction of 7.9% and 92.3% budget.
There were no bad debts in 2024.

Cash flow in 2024 was robust and £2.1 million in reserves put on deposit.

Sales performance
Ex-factory sales of Octasa in 2024 were £43.4 million which was 109% of forecast. In mid-2024 two competitors withdrew products from the market. This put additional pressure on the supply chain, however at group level stock was made available so that we could fulfil the market demand.

Sales of Octasa 800 generated revenue of £29.6 million which is 48% of total sales income. The Octasa brand is the market leading mesalazine in the UK with a cash market share of approximately 40%.

The value of the market for oral budesonide has collapsed with the entry of unbranded generic competition. To compete with the generic entrant Entocort has been debranded and the selling price has more than halved. The ex-factory sales value of Tillotts oral budesonide was £510,000 in 2024.

Ex-factory sales of fidaxomicin grew by 25% in 2024 with sales value exceeding £17 million.

Supply performance
The lingering after-effects of the pandemic and continuing uncertainties at the manufacturing site caused supply chain challenges in 2024, however continuity of supply of all pack sizes and strengths of all medications was maintained throughout 2024.

In 2023 Tillotts UK changed our wholesale arrangements, entering into a single wholesaler agreement with Alliance Healthcare on 1st February 2023. In 2024 the reduced supplier discounts were £3.42 million lower than would otherwise have been.

Financial position at the reporting date
Net assets have increased from £8.8 million to £10.8 million reflecting the profit recognised in the year.

FUTURE OUTLOOK
Trading conditions are challenging, the toughest for decades and made more so by the 2024 Voluntary Scheme for Branded Medicines Pricing and Access (PPRS) levy. The high rates of inflation experienced between 2022 and 2024 have increased prices from service providers and have increased manufacturing costs, government policy through VPAS has dramatically increased the cost of sale, and NHS environment does not permit price increases. Tillotts are now dominant in the mesalazine market and growth in earnings from this sector is likely to be in low single digits for the foreseeable future.


Tillotts Pharma UK Limited (Registered number: 07186552)

Strategic Report
for the Year Ended 31 December 2024

The mesalazine market is under a lot of pressure from new small-molecule market entrants and the increased availability of low-cost bio-similar treatments for ulcerative colitis. The approximate market value of the mesalazine sector is £97 million per annum and Octasa is now a mature brand and market leader in the UK. Growth in Octasa sales will be single digit as range extension and growth opportunity is limited, with downward pressure on the mesalazine sector.

Within the Octasa brand range Octasa 1600 is performing well and growing at +33%, and Octasa 1g suppository is growing at +36%. Octasa 400mg is now the only 400mg mesalazine tablet available in the UK and has benefitted from the withdrawal of Asacol 400 and Zintasa from the UK in 2024, Octasa 400 has now absorbed these sales. Octasa 800mg is the cornerstone of Tillotts business in the UK, single digit growth is forecast for 2025.

Entrance to the supply chain of a generic oral budesonide capsule has detrimentally commoditise this sector of the market more than halving the price per pack obtained. Non-steroidal biological treatments are increasingly used earlier in Crohn's disease further reducing market opportunities for oral budesonide.

In 2025/2026 Tillotts expects to see further significant growth in the use of fidaxomicin as there is an increase in the number of patients with clostridioides difficile infection, and NHS treatment guidelines are encouraging earlier use than previously.

PRINCIPAL RISKS AND UNCERTAINTIES
Management continually monitor the key risks facing the company together with assessing the controls used for managing these risks. The board of directors formally reviews and documents the principal risks facing the business at least annually. The principal risks and uncertainties facing the company are as follows:

- VPAG: The new 2024 scheme that came into effect from 1st January 2024 has a duration of five years and the rates of rebate required for medicines with active ingredients that have had a marketing authorisation for 12 years or more is too high to be sustained therefore Tillotts UK took the decision to resign from the Voluntary Scheme and is now by default in the Statutory Scheme. Tillotts will continue to lobby the government and Department of Health and Social Care to reduce the rates of rebate, we will also continue to monitor the differences between the schemes to ensure we are in the least disadvantageous scheme.
- Supply chain uncertainties are improving and it is anticipated that by mid-2025 the situation will have improved significantly.
- The risk of parallel import of Tillotts Asacol has increased as a consequence of the change to the single wholesaler model. Tillotts will continuously monitor for the grant of parallel import license.
- Loss of Key personnel: Unaffordable wage expectations, the cost-of-living crisis has increased sensitivity about wage levels, Tillotts Pharma UK has key personnel who are at heightened risk of loss, recruiters have targeted Tillotts when scouting for talent, loss of key personnel due to salary pressure is a significant threat.
- Due to high inflation increased costs have driven up daily rates of service providing agencies.
- Adverse economic pressures are likely to increase the risk of loss of key service providing agencies.


Tillotts Pharma UK Limited (Registered number: 07186552)

Strategic Report
for the Year Ended 31 December 2024

SECTION 172(1) STATEMENT
The board of directors have always acted in the way they consider, in good faith, would be most likely to promote the success of the group for the benefit of its members as a whole, having regard to the shareholder and stakeholders and matters set out in s172( 1) (a) - (f) of the Companies Act 2006, in the decisions taken during the year ended 31 December 2024.

Human Resources and Key Personnel
Key personnel are identified as critical for the future performance of the business, functional developmental and professional training has been offered to these key personnel. A graduate recruitment programme has been running for several years, with several employees that joined the organization through this scheme now in managerial roles and sharing their experience in the wider local economy through local government engagement schemes.

Tillotts Pharma UK duty of care toward employees was extended in 2024 through an employee support programme including long-term financial planning, health (including mental health) awareness initiatives and flexibility for employees to work from home, this will be added to in 2025 with the introduction of a salary sacrifice car lease scheme for electric vehicles and with increased flexibility in the company pension scheme. In 2024 a new employee benefit of Heath Screening was made available for all staff with 5 years' service or more, this will continue.

Governance and Social Responsibility
Tillotts Pharma UK arc an active member of the business economy in Lincolnshire and within the health care community nationally. Tillotts support the Lincolnshire Enterprise partnership, providing input to education and employment forums locally. Tillotts are active members of the trade body Ethical Medicines Industry Group (EMIG) and represented the industry in discussions with the Department of Health and other governmental organisations. Tillotts have an employee led Environmental and Social Responsibility committee who look for novel ways that Tillotts can contribute to our community.

Charitable activity
During 2024 Tillotts have supported various charitable organisations involved in the care of patients with inflammatory bowel diseases, and supported the set-up of a not for profit organisation for professionals and patients involved in Clostridioides Difficile infection.

Engagement with Suppliers, Customers and Others
The company aims to have positive and strong business relationships with key stakeholders, such as customers and suppliers, to ensure long term sustainable value. The directors and management teams deal directly with the engagement of the customers and suppliers in relation to the business.

ON BEHALF OF THE BOARD:





Mr J Thorpe - Director


19 March 2025

Tillotts Pharma UK Limited (Registered number: 07186552)

Report of the Directors
for the Year Ended 31 December 2024

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of the wholesaling promotion and supply of the group's medicinal products to healthcare professionals working in the medical disciplines of gastroenterology, microbiology, NHS procurement agencies, NHS commissioning bodies, and UK pharmaceutical wholesale supply chain.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS
The director shown below held office during the whole of the period from 1 January 2024 to the date of this report:

Jeremy Thorpe

The directors shown below have held office during the period from 1 January 2024 to the dates of their resignations during the course of the year 2024:

Dr B Lange - resigned 28 February 2024
Mr M P Portmann - resigned 31 August 2024

The director shown below joined the board in March 2024:

Lisa Robinson

FINANCIAL INSTRUMENTS
Treasury operations and financial instruments
The company's principal financial instruments include cash balances and borrowings from the parent company, the main purpose of which are to provide working capital for the company's operations. I addition, the company has various other financial assets and liabilities such as stock of finished product, trade receivables, and trade payables arising directly from its operations.

Liquidity Risk
The company manages its cash and borrowing requirements in order to ensure that the company has sufficient liquid resources to meet the operating needs of its business.

Interest Rate Risk
The company is exposed to cash flow interest rate risk on its floating rate deposit and fixed rate borrowing from the parent company. The company regularly monitors both the sums on deposit and those due to the parent company in order to minimise the risk.

Foreign Currency Risk
The company's principal foreign currency exposures arise from trading operations in overseas countries. The company does not believe this risk requires active management due to the small sums involved.

Price and Credit Risk
The company sets its prices in accordance with the prevailing economic and market conditions. The NHS uses rebates to control the NHS spend on branded medicines and operates price controls on established medicines therefore it is not possible to get an increase in the price of any medicine already on the market. The company participated in the 2024 Statutory Scheme for Branded Medicines Pricing and Access, the new VPAG scheme which became effective on 1st January 2024 will result in levies in excess of 30% for medicines with active pharmaceutical ingredients that have been on the market for 12 years or more, there are no advantages for TP UK in these scheme as such TP UK has by default left the VPAG scheme and is now in the Statutory Scheme. The rebate charged in statutory scheme does not increase with time on the market and may be marginally lower. Mitigations to offset the cost of the statutory scheme are being sort.

Credit terms are strictly controlled and sums due are collected in accordance with their terms. Credit risk assessments are conducted for all new customers and credit risk insurance has been considered but not taken.

STREAMLINED ENERGY AND CARBON REPORTING
As part of the new streamlines energy and carbon reporting (SECR) framework the company is committed to adhering to the new regulatory guidance on reducing GHG emission levels. Trend analysis will develop in future years to allow benchmarking against similar sized businesses within the industry.

The quantity of emissions of carbon dioxide (Co2) equivalent resulting from the company's activities during the year ended 31 December 2024 are:


Tillotts Pharma UK Limited (Registered number: 07186552)

Report of the Directors
for the Year Ended 31 December 2024

2024 2024 2023 2023
tCO2e kWh tCO2e kWh
Direct emissions 1 7,042 1 7,042
Indirect emissions 3 16,379 3 16,379
Other indirect emissions 193 220,149 186 529,119
Total gross CO2e based on above 198 243,570 191 552,540
Total kWh per pack sold 0.20 0.48

The carbon accounting and reporting approach used follows the 2019 HM Government Environmental Reporting Guidelines, including the GHG Reporting Protocol - Corporate Standard and the 2022 UK Government's Conversion Factors for company reporting.

Our emissions inventory includes all Scope 1 and 2 emissions as well as the categories "upstream transportation and distribution", "waste generated in operations", "business travel" and "employee commuting" in Scope 3. The "downstream transportation and distribution" category could not be analysed due to a lack of data. We will work together with our customers to improve the data situation and data collection regarding CO2e emissions in order to be able to report on this category in future. Nevertheless, estimations show that the category is not a material driver of our carbon footprint.

To achieve our group-wide net zero commitment, we, Tillotts Pharma UK, have additionally set ourselves the following medium-term carbon emissions reduction target. We are striving to reduce our carbon emissions to 140 tCO2e in 2030. This is a reduction of 26% despite steady growth.

Carbon Reduction Projects
Completed carbon reduction initiatives
- Establishment of a Sustainability Leadership Team for the entire group of companies (TPG).
- Tree planting initiative.
- Cooperation with the landlord for the installation of electric charging points in the office car park.
- Reducing emissions from business trips and commuting by actively promoting working from home and increasing
the use of on-site appointments.
- Strong encouragement of use of train travel for longer journeys.

Planned carbon reduction initiatives
The sustainability target can only be achieved through ambitious and comprehensive measures that require the active cooperation of our employees including:
- A new company car lease scheme to be effective from the beginning of 2025 specifically and solely for electric vehicles only.
- Workshops to identify a broad portfolio of projects and measures, which were assessed based on their feasibility as well as their impact and divided into 4 categories relating to their planned implementation.

Immediate measures (2025)
- Sustainability training to raise awareness among all employees.
- Tree planting initiatives close to the office building.
- Promotion of public transport and sustainable means of transport instead of climate-damaging subsidies (parking
spaces, etc)
- Transparent internal and external reporting of Carbon Reduction Plan.
- Participate at "Cycle to Work Day", and encourage use of bicycles as a means of commuting from home to the office for locally based employees.

Short-term measures (2025-2027)
- Inclusion of climate risks and opportunities in our risk management system.
- Integration of climate considerations into companies' strategic decision-making processes.
- Working with the owners of the rented office to measure electricity consumption and switch to 100% renewable
energy.
- Reduction of business travel through effective measurement and a sustainable travel policy as well as CO2
compensation for unavoidable business trips.
- Work with transporters to understand their own emissions.
- Encourage wholesaler to set their own carbon reduction targets and use electric delivery vans.
- Work together with customers to improve the data collection regarding CO2e emissions in the category
"downstream transportation and distribution".

Medium-term measures (2028-2030)
- Group-wide introduction of the Corporate Sustainability Reporting Directive. This involves the implementation of a
wide range of processes and key figures that we use to manage and track all sustainability issues.
- Transparent internal and external reporting on our sustainability journey (strategy, processes. key figures,
measures).



Tillotts Pharma UK Limited (Registered number: 07186552)

Report of the Directors
for the Year Ended 31 December 2024

Long-term measures (from 2030)
- Complete renunciation of fossil fuels in the fleet of the transport company.
- Transition of product packaging to more sustainable and recyclable materials.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, 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
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.

AUDITORS
The auditors, Wright Vigar Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





Mr J Thorpe - Director


19 March 2025

Report of the Independent Auditors to the Members of
Tillotts Pharma UK Limited

Opinion
We have audited the financial statements of Tillotts Pharma UK Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, 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 31 December 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 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 UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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

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

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

Other information
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

We draw your attention to an expected £2.25m refund that is referred to in the strategic report. This relates to previously overpaid rebates in respect of the 2023 year end. At at 31 December 2024 there had been no judgement on the amount of rebate that would potentially be refunded and as the amount had not been calculated and was not guaranteed a prudent approach was taken in not recognising this potential asset.

If an asset had been recognised at the year end then the profit and balance sheet would have been increased by this amount.

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
Tillotts Pharma UK Limited


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 Report of the Directors.

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; or
- 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 seven, 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 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.

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 a Report of the Auditors 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:

In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

- we obtained an understanding of the legal and regulatory frameworks applicable to the company and the sector in
which they operate. We determined the following laws and regulations were the most significant: the Companies
Act 2006, UK Corporate taxation laws, Medicines & Healthcare products regulations (including Wholesale
Distribution Authorisation) and Department of Health and Social Care regulations (including The Voluntary Scheme
2024).
- we obtained an understanding of how the company is complying with those legal and regulatory frameworks by
making enquires to management. We corroborated our enquiries through our review of UK Leadership Team
minutes, licensing data held on regulator's websites and recalculations of financial reports provided to regulators.
- we ensured that identified laws and regulations were communicated within the audit team along with ensuring the
audit team had appropriate competence, capabilities and skills to identify or recognise non-compliance with
applicable laws and regulations.
- understanding how fraud might occur by:
- making enquires 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 the risk of fraud and non-compliance with laws and
regulations.

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 Report of the Auditors.

Report of the Independent Auditors to the Members of
Tillotts Pharma UK 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 a Report of the Auditors 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.




James Sewell BA (Hons) FCA CTA (Senior Statutory Auditor)
for and on behalf of Wright Vigar Limited
Statutory Auditors
Chartered Accountants & Business Advisers
15 Newland
Lincoln
Lincolnshire
LN1 1XG

19 March 2025

Tillotts Pharma UK Limited (Registered number: 07186552)

Income Statement
for the Year Ended 31 December 2024

2024 2023
Notes £    £   

TURNOVER 57,780,298 53,899,030

Cost of sales 46,690,674 43,143,707
GROSS PROFIT 11,089,624 10,755,323

Administrative expenses 8,497,974 8,341,797
2,591,650 2,413,526

Other operating income 4,322 600
OPERATING PROFIT 4 2,595,972 2,414,126

Interest receivable and similar income 5 36,863 102,180
2,632,835 2,516,306

Interest payable and similar expenses 6 65,625 824,216
PROFIT BEFORE TAXATION 2,567,210 1,692,090

Tax on profit 7 640,318 403,871
PROFIT FOR THE FINANCIAL YEAR 1,926,892 1,288,219

Tillotts Pharma UK Limited (Registered number: 07186552)

Other Comprehensive Income
for the Year Ended 31 December 2024

2024 2023
Notes £    £   

PROFIT FOR THE YEAR 1,926,892 1,288,219


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

1,926,892

1,288,219

Tillotts Pharma UK Limited (Registered number: 07186552)

Balance Sheet
31 December 2024

2024 2023
Notes £    £   
CURRENT ASSETS
Stocks 8 5,789,149 7,619,339
Debtors 9 20,771,136 18,344,721
Cash at bank 7,000,627 5,511,546
33,560,912 31,475,606
CREDITORS
Amounts falling due within one year 10 22,787,746 22,629,332
NET CURRENT ASSETS 10,773,166 8,846,274
TOTAL ASSETS LESS CURRENT
LIABILITIES

10,773,166

8,846,274

CAPITAL AND RESERVES
Called up share capital 12 20,000 20,000
Retained earnings 13 10,753,166 8,826,274
SHAREHOLDERS' FUNDS 10,773,166 8,846,274

The financial statements were approved by the Board of Directors and authorised for issue on 19 March 2025 and were signed on its behalf by:





Mr J Thorpe - Director


Tillotts Pharma UK Limited (Registered number: 07186552)

Statement of Changes in Equity
for the Year Ended 31 December 2024

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 January 2023 20,000 7,538,055 7,558,055

Changes in equity
Total comprehensive income - 1,288,219 1,288,219
Balance at 31 December 2023 20,000 8,826,274 8,846,274

Changes in equity
Total comprehensive income - 1,926,892 1,926,892
Balance at 31 December 2024 20,000 10,753,166 10,773,166

Tillotts Pharma UK Limited (Registered number: 07186552)

Cash Flow Statement
for the Year Ended 31 December 2024

2024 2023
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 2,011,714 9,636,499
Interest paid (65,625 ) (824,216 )
Tax paid (493,871 ) (312,326 )
Net cash from operating activities 1,452,218 8,499,957

Cash flows from investing activities
Interest received 36,863 102,180
Net cash from investing activities 36,863 102,180

Cash flows from financing activities
Loan repayments in year - (15,319,171 )
Net cash from financing activities - (15,319,171 )

Increase/(decrease) in cash and cash equivalents 1,489,081 (6,717,034 )
Cash and cash equivalents at beginning
of year

2

5,511,546

12,228,580

Cash and cash equivalents at end of year 2 7,000,627 5,511,546

Tillotts Pharma UK Limited (Registered number: 07186552)

Notes to the Cash Flow Statement
for the Year Ended 31 December 2024

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024 2023
£    £   
Profit before taxation 2,567,210 1,692,090
Finance costs 65,625 824,216
Finance income (36,863 ) (102,180 )
2,595,972 2,414,126
Decrease in stocks 1,830,190 5,017,806
Increase in trade and other debtors (2,426,415 ) (8,742,890 )
Increase in trade and other creditors 11,967 10,947,457
Cash generated from operations 2,011,714 9,636,499

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024
31.12.24 1.1.24
£    £   
Cash and cash equivalents 7,000,627 5,511,546
Year ended 31 December 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 5,511,546 12,228,580


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24 Cash flow At 31.12.24
£    £    £   
Net cash
Cash at bank 5,511,546 1,489,081 7,000,627
5,511,546 1,489,081 7,000,627
Total 5,511,546 1,489,081 7,000,627

4. MAJOR NON-CASH TRANSACTIONS

During the previous year the company converted £10,947,457 of trade amounts owed to a group undertaking into an interest bearing loan.

Tillotts Pharma UK Limited (Registered number: 07186552)

Notes to the Financial Statements
for the Year Ended 31 December 2024

1. STATUTORY INFORMATION

Tillotts Pharma UK 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.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments
The company has chosen to adopt Sections 11 and 12 of FRS102 in respect of financial instruments.

Basic financial assets and liabilities, including trade and other debtors, trade and other creditors and loans from fellow group companies are recognised at cost.

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.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3. EMPLOYEES AND DIRECTORS
2024 2023
£    £   
Wages and salaries 3,313,221 3,207,373
Social security costs 428,863 409,553
Other pension costs 305,690 159,877
4,047,774 3,776,803

The average number of employees during the year was as follows:
2024 2023

Management and administration 13 13
Sales 28 28
41 41

Tillotts Pharma UK Limited (Registered number: 07186552)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

3. EMPLOYEES AND DIRECTORS - continued

2024 2023
£    £   
Directors' remuneration 353,478 256,604
Directors' pension contributions to money purchase schemes 40,743 19,407

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 1 1

Information regarding the highest paid director is as follows:
2024 2023
£    £   
Emoluments etc 217,623 256,604
Pension contributions to money purchase schemes 36,299 19,407

4. OPERATING PROFIT

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

2024 2023
£    £   
Auditors' remuneration 21,759 11,760
Audit-related assurance services 17,106 8,860
Foreign exchange differences (2,587 ) (2,715 )
Operating lease costs 47,961 34,615

5. INTEREST RECEIVABLE AND SIMILAR INCOME
2024 2023
£    £   
Bank interest receivable 36,863 102,180

6. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£    £   
Group loan interest paid 65,625 824,216

7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2024 2023
£    £   
Current tax:
UK corporation tax 640,318 403,871
Tax on profit 640,318 403,871

UK corporation tax has been charged at 25% .

Tillotts Pharma UK Limited (Registered number: 07186552)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

7. TAXATION - continued

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

2024 2023
£    £   
Profit before tax 2,567,210 1,692,090
Profit multiplied by the standard rate of corporation tax in the UK of 25%
(2023 - 25%)

641,803

423,023

Effects of:
charge in respect of current
Charged at different rate of tax (1,485 ) (19,152 )
Total tax charge 640,318 403,871

8. STOCKS
2024 2023
£    £   
Stocks 5,789,149 7,619,339

An impairment loss of £191,759 was reversed in cost of sales against stock during the year (2023 - loss recognised of £129,040)

9. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Trade debtors 20,451,416 18,131,226
Other debtors 1,033 1,033
Prepayments and accrued income 318,687 212,462
20,771,136 18,344,721

10. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Trade creditors 551,699 446,485
Amounts owed to group undertakings 17,147,654 16,963,716
Tax 330,901 184,454
Social security and other taxes 160,317 8,691
VAT 987,586 778,608
Accruals and deferred income 3,609,589 4,247,378
22,787,746 22,629,332

The company has one remaining loan from the parent company included in amounts owed to group undertakings. An amount of £1,750,000 (2023 - £1,750,000) is granted for an undetermined period of time and it may be repaid at anytime, interest on the loan is 3.75% per annum.The remaining amount owed to group undertakings is payable in accordance with normal trading terms.

11. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2024 2023
£    £   
Within one year 19,240 34,615
Between one and five years - 19,240
19,240 53,855

Tillotts Pharma UK Limited (Registered number: 07186552)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

12. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
20,000 Ordinary £1 20,000 20,000

Ordinary shares are entitles to full voting, dividend and capital distribution rights. They do not confer any rights of redemption.

13. RESERVES
Retained
earnings
£   

At 1 January 2024 8,826,274
Profit for the year 1,926,892
At 31 December 2024 10,753,166

14. RELATED PARTY DISCLOSURES

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.

15. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Zeria Pharmaceutical Co. Limited, incorporated in Japan.

The registered office of the parent company, Tillotts Pharma AG, is Service Centre B-15, Baslerstrasse 15, CH-4310, Rheinfelden, Switzerland