REGISTERED NUMBER: 10918621 (England and Wales)

NEURAXPHARM UK LIMITED

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Statement of Income and Retained Earnings

7

Statement of Financial Position

8

Statement of Cash Flows

9

Notes to the Statement of Cash Flows

10

Notes to the Financial Statements

11

DIRECTORS:

Mr M A Slater

Dr M Von Wlfing

REGISTERED OFFICE:

Tudor House

16 Cathedral Road

Cardiff

CF11 9LJ

REGISTERED NUMBER:

10918621 (England and Wales)

AUDITORS:

Carston ETL

Tudor House

16 Cathedral Road

Cardiff

CF11 9LJ

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

Fair review of the business

The Company turnover decreased on the previous year by over -6%.

Due to a higher competition in some key products the turnover progression has been impacted, as stated in the 2023 Strategic Report.

Principal risks and uncertainties

The Company is active in the health care market and therefore operates in a sector relatively unaffected by cyclical factors. Considering that, the Company's performance is generally less affected by international economic conditions than it is by the regulatory environment in the UK. Over the course of the reporting year, there were no significant changes in the health policy regulatory framework conditions that had a major impact on the Company's development.

Drug supply shortages is a global issue, and it is impacting the UK with frequent products within the Company being impacted. The causes of shortage are multifactorial, including supply issues, demand issues and regulatory issues. Supply issues consist of manufacturing problems, unavailability of raw materials and logistic problems. The Company put in place some actions to try to mitigate this risk as the increase on purposes the levels of safety stock.

The management of the company carefully monitors any situation that may impact the margin and acts accordingly to preserve the well-functioning of the business.

Development and performance

The company has been able to deal with the increased competition and managed to keep the turnover drop under control, achieving net sales of £19m (2023: £20m).

In 2025 the Company is expecting to launch new products coming either from both acquisitions and group-planed pipeline. Besides, the Company is continuously looking for opportunities for line extensions, and new product launches. The Company expects turnover to be around £26m in 2025.

ON BEHALF OF THE BOARD:

Mr M A Slater - Director

10 September 2025

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 sale of pharmaceutical products.

DIVIDENDS

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

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Mr M A Slater

Dr M Von Wlfing

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;

-	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.

ON BEHALF OF THE BOARD:

Mr M A Slater - Director

10 September 2025

Opinion

We have audited the financial statements of Neuraxpharm UK Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Income and Retained Earnings, Statement of Financial Position, Statement of Cash Flows and Notes to the Statement of Cash Flows, 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 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 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.

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.

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 three, 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:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We identified and assessed the risks of material misstatement of the financial statements from irregularities, whether due to fraud or error, and discussed these between our audit team members. We then designed and performed audit procedures responsive to those risks, including obtaining audit evidence sufficient and appropriate to provide a basis for our opinion.

We design our procedures so as to obtain sufficient appropriate audit evidence that the financial statements are not materially misstated due to non-compliance with laws and regulations or due to fraud or error.

We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations - this responsibility lies with management with the oversight of the Directors.

Based on our understanding of the Company and industry, discussions with management and directors we identified financial reporting standards and Companies Act 2006 as having a direct effect on the amounts and disclosures in the financial statements.

As part of the engagement team discussion about how and where the Company's financial statements may be materially misstated due to fraud, we did not identify any areas with an increased risk of fraud.

Our audit procedures included:

- completing a risk-assessment process during our planning for this audit that specifically considered the risk of fraud;

- enquiry of management about the Company's policies, procedures and related controls regarding compliance with laws and regulations and if there are any known instances of non-compliance;

- examining supporting documents for all material balances, transactions and disclosures;

- enquiry of management, about litigations and claims and inspection of relevant correspondence;

- analytical procedures to identify any unusual or unexpected relationships;

- specific audit testing on and review of areas that could be subject to management override of controls and potential bias, most notably around the key judgments and estimates, including the carrying value of accruals, provisions, investments, recoverability of trade debtors and revenue recognition;

- considering management override of controls outside of the normal operating cycles including testing the appropriateness of journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements including evaluating the business rationale of significant transactions, outside the normal

course of business;

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

The potential effects of inherent limitations are particularly significant in the case of misstatement resulting from fraud because fraud may involve sophisticated and carefully organised schemes designed to conceal it, including deliberate failure to record transactions, collusion or intentional misrepresentations being made to us.

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.

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.

Steven Davies (Senior Statutory Auditor)

for and on behalf of Carston ETL

Tudor House

16 Cathedral Road

Cardiff

CF11 9LJ

10 September 2025

TURNOVER

18,730,416

19,931,286

Cost of sales

(15,498,844

)

(16,410,887

)

GROSS PROFIT

3,231,572

3,520,399

Administrative expenses

(4,143,879

)

(2,901,795

)

OPERATING (LOSS)/PROFIT

4

(912,307

)

618,604

Interest payable and similar expenses

5

(242,288

)

(231,438

)

(LOSS)/PROFIT BEFORE TAXATION

(1,154,595

)

387,166

Tax on (loss)/profit

6

283,195

(82,802

)

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(871,400

)

304,364

Retained earnings at beginning of year

381,953

77,589

RETAINED EARNINGS AT END OF YEAR

(489,447

)

381,953

FIXED ASSETS

Intangible assets

7

236,422

400,460

Tangible assets

8

246

1,012

236,668

401,472

CURRENT ASSETS

Stocks

9

7,902,089

6,354,832

Debtors

10

4,999,502

5,222,527

Cash at bank

281,113

820,980

13,182,704

12,398,339

CREDITORS

Amounts falling due within one year

11

11,517,585

9,406,769

NET CURRENT ASSETS

1,665,119

2,991,570

TOTAL ASSETS LESS CURRENT LIABILITIES

1,901,787

3,393,042

CREDITORS

Amounts falling due after more than one year

12

2,086,234

2,706,089

NET (LIABILITIES)/ASSETS

(184,447

)

686,953

CAPITAL AND RESERVES

Called up share capital

14

305,000

305,000

Retained earnings

15

(489,447

)

381,953

SHAREHOLDERS' FUNDS

(184,447

)

686,953

The financial statements were approved by the Board of Directors and authorised for issue on 10 September 2025 and were signed on its behalf by:

Mr M A Slater - Director

Cash flows from operating activities

Cash generated from operations

1

(1,641,738

)

(3,195,856

)

Interest paid

(242,288

)

(231,438

)

Tax paid

(124,214

)

(27,417

)

Net cash from operating activities

(2,008,240

)

(3,454,711

)

Cash flows from investing activities

Purchase of intangible fixed assets

(75,541

)

(139,665

)

Purchase of tangible fixed assets

(214

)

-

Net cash from investing activities

(75,755

)

(139,665

)

Cash flows from financing activities

Proceeds from group undertakings

1,544,128

4,177,782

Net cash from financing activities

1,544,128

4,177,782

(Decrease)/increase in cash and cash equivalents

(539,867

)

583,406

Cash and cash equivalents at beginning of year

2

820,980

237,574

Cash and cash equivalents at end of year

2

281,113

820,980

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

(Loss)/profit before taxation

(1,154,595

)

387,166

Depreciation charges

240,559

338,494

Finance costs

242,288

231,438

(671,748

)

957,098

Increase in stocks

(1,547,257

)

(3,194,327

)

Decrease/(increase) in trade and other debtors

562,625

(1,656,657

)

Increase in trade and other creditors

14,642

698,030

Cash generated from operations

(1,641,738

)

(3,195,856

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

281,113

820,980

Year ended 31 December 2023

31/12/23

1/1/23

£

£

Cash and cash equivalents

820,980

237,574

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/24

Cash flow

At 31/12/24

£

£

£

Net cash

Cash at bank

820,980

(539,867

)

281,113

820,980

(539,867

)

281,113

Total

820,980

(539,867

)

281,113

1.	STATUTORY INFORMATION

Neuraxpharm 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.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Patents and licences are being amortised evenly over their estimated useful life of five years.

Other intangibles are being amortised evenly over their estimated useful life of five years.

Computer software is being amortised evenly over its estimated useful life of five years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Equipment

-

20% straight line on cost

Stocks

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

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 statement of financial position date.

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.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

3.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

1,421,224

716,244

Social security costs

160,530

80,937

Other pension costs

13,024

10,457

1,594,778

807,638

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

2024

2023

Management staff

1

1

All other staff

14

8

15

9

2024

2023

£

£

Directors' remuneration

162,962

159,916

4.	OPERATING (LOSS)/PROFIT

The operating loss (2023 - operating profit) is stated after charging/(crediting):

2024

2023

£

£

Depreciation - owned assets

980

1,865

Patents and licences amortisation

225,092

314,378

Other intangibles amortisation

4,807

4,942

Computer software amortisation

9,679

17,308

Foreign exchange differences

(383,709

)

(152,925

)

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Loan interest

242,288

231,438

6.

TAXATION

Analysis of the tax (credit)/charge

The tax (credit)/charge on the loss for the year was as follows:

2024

2023

£

£

Current tax:

UK corporation tax

-

82,802

Over/under provision in prior years

(82,802

)

-

Total current tax

(82,802

)

82,802

Deferred tax

(200,393

)

-

Tax on (loss)/profit

(283,195

)

82,802

7.	INTANGIBLE FIXED ASSETS

Patents and

Other

Computer

licences

intangibles

software

Totals

£

£

£

£

COST

At 1 January 2024

1,674,987

35,728

86,539

1,797,254

Additions

65,992

-

9,548

75,540

At 31 December 2024

1,740,979

35,728

96,087

1,872,794

AMORTISATION

At 1 January 2024

1,298,976

15,120

82,698

1,396,794

Amortisation for year

225,092

4,807

9,679

239,578

At 31 December 2024

1,524,068

19,927

92,377

1,636,372

NET BOOK VALUE

At 31 December 2024

216,911

15,801

3,710

236,422

At 31 December 2023

376,011

20,608

3,841

400,460

8.	TANGIBLE FIXED ASSETS

Equipment

£

COST

At 1 January 2024

9,328

Additions

214

At 31 December 2024

9,542

DEPRECIATION

At 1 January 2024

8,316

Charge for year

980

At 31 December 2024

9,296

NET BOOK VALUE

At 31 December 2024

246

At 31 December 2023

1,012

9.

STOCKS

2024

2023

£

£

Stocks

7,902,089

6,354,832

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

4,432,702

5,088,527

Amounts owed by group undertakings

17,991

2,998

Other debtors

-

4,677

Tax

124,214

-

Deferred tax asset

200,393

-

Prepayments

224,202

126,325

4,999,502

5,222,527

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

572,103

380,674

Amounts owed to group undertakings

9,589,906

7,410,930

Tax

-

82,802

Pension creditor

5,040

2,582

VAT

88,666

579,853

Accruals and deferred income

1,261,870

949,928

11,517,585

9,406,769

12.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

£

Amounts owed to group undertakings

2,086,234

2,706,089

13.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

£

£

Within one year

12,231

36,693

Between one and five years

-

12,231

12,231

48,924

14.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

305,000

Ordinary

£1

305,000

305,000

15.

RESERVES

Retained

earnings

£

At 1 January 2024

381,953

Deficit for the year

(871,400

)

At 31 December 2024

(489,447

)

16.	ULTIMATE PARENT COMPANY

Cerebro TopCo GmbH (incorporated in Germany ) is regarded by the directors as being the company's ultimate parent company.

Cerebro TopCo GmbH

Bennigsen-Platz 1,

c/o Alter Domus Deutschland GmbH,

D-40474 Düsseldorf,

Germany

17.	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.

The company entered into various transactions with group companies during the year. All transactions are at market rates. The company is also provided a loan from the parent company upon which interest is charged. All group debtor and creditor balances are disclosed in the appropriate notes.