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REGISTERED NUMBER: 08629933 (England and Wales)

Unaudited Financial Statements

For The Year Ended 31 December 2024

for

ARISE PHARMA LTD

ARISE PHARMA LTD (REGISTERED NUMBER: 08629933)

Contents of the Financial Statements

For The Year Ended 31 December 2024

Page |

Company Information | 1 |

Balance Sheet | 2 |

Notes to the Financial Statements | 4 |

ARISE PHARMA LTD

Company Information

For The Year Ended 31 December 2024

| DIRECTORS: | Mrs M Jaykumar Jani

| V B Soni

| J Pradyuman Jani

| SECRETARY: | J Pradyuman Jani

| REGISTERED OFFICE: | 79 College Road

| Harrow

| Middlesex

| Middlesex

| HA1 1BD

| REGISTERED NUMBER: | 08629933 (England and Wales)

| ACCOUNTANTS: | Ayman Tyler Associates

| Accountants & Tax Advisers

| 79 College Road

| Harrow

| Middlesex

| HA1 1BD

ARISE PHARMA LTD (REGISTERED NUMBER: 08629933)

Balance Sheet

31 December 2024

| 31.12.24 | 31.12.23 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Tangible assets | 4 | 1 |  | 1 |  |

Investments | 5 | - |  | 103,460 |  |

1 |  | 103,461 |  |

CURRENT ASSETS

Debtors | 6 | 3,481,135 |  | 3,360,543 |  |

Cash at bank | 882,224 |  | 1,829,725 |  |

4,363,359 |  | 5,190,268 |  |

CREDITORS

Amounts falling due within one year | 7 | 69,496 |  | 829,278 |  |

NET CURRENT ASSETS | 4,293,863 |  | 4,360,990 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 4,293,864 |  | 4,464,451 |  |

CREDITORS

Amounts falling due after more than one year | 8 | - |  | 4,009 |  |

NET ASSETS | 4,293,864 |  | 4,460,442 |  |

CAPITAL AND RESERVES

Called up share capital | 10 | 1,000 |  | 1,000 |  |

Retained earnings | 4,292,864 |  | 4,459,442 |  |

SHAREHOLDERS' FUNDS | 4,293,864 |  | 4,460,442 |  |

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

ARISE PHARMA LTD (REGISTERED NUMBER: 08629933)

Balance Sheet - continued

31 December 2024

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 4 April 2025 and were signed on its behalf by:

Mrs M Jaykumar Jani - Director

J Pradyuman Jani - Director

ARISE PHARMA LTD (REGISTERED NUMBER: 08629933)

Notes to the Financial Statements

For The Year Ended 31 December 2024

1. | STATUTORY INFORMATION

| ARISE PHARMA LTD 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" including the provisions of Section 1A "Small Entities" 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.

| Tangible fixed assets

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

| Plant and machinery etc | - | 33% on cost

| Investments in associates

| Investments in associate undertakings 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.

| 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.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 3 (2023 - 3 ) .

ARISE PHARMA LTD (REGISTERED NUMBER: 08629933)

Notes to the Financial Statements - continued

For The Year Ended 31 December 2024

4. | TANGIBLE FIXED ASSETS

| Plant and

| machinery

| etc

£ |

| COST

| At 1 January 2024

| and 31 December 2024 | 5,194 |  |

| DEPRECIATION

| At 1 January 2024

| and 31 December 2024 | 5,193 |  |

| NET BOOK VALUE

| At 31 December 2024 | 1 |  |

| At 31 December 2023 | 1 |  |

5. | FIXED ASSET INVESTMENTS

| 31.12.24 |  | 31.12.23

£ | £ |

| Participating interests | - |  | 110 |  |

| Loans to undertakings in which the company has a participating interest | - |  | 103,350 |  |

- |  | 103,460 |  |

| Additional information is as follows:

| Interest

| in

| associate

£ |

| COST

| At 1 January 2024 | 110 |  |

| Disposals | (110 | ) |

| At 31 December 2024 | - |  |

| NET BOOK VALUE

| At 31 December 2024 | - |  |

| At 31 December 2023 | 110 |  |

ARISE PHARMA LTD (REGISTERED NUMBER: 08629933)

Notes to the Financial Statements - continued

For The Year Ended 31 December 2024

5. | FIXED ASSET INVESTMENTS - continued

| Loans to

| associates

£ |

| At 1 January 2024 | 103,350 |  |

| New in year | 85,000 |  |

| Repayment in year | (188,350 | ) |

| At 31 December 2024 | - |  |

| On 6th November 2023, 18,000 Ordinary shares in Liqmeds Limited were sold for an upfront consideration of £1,133,882.73 and a further ascertainable deferred consideration of £3,360,000 receivable on an earn out basis over 3 years from date of completion..

| The company on 1st July 2024 disposed of its investment of 110 ordinary shares in Ace Laboratories Ltd at the nominal value of £1.00 per share..

6. | DEBTORS

| 31.12.24 |  | 31.12.23

£ | £ |

| Amounts falling due within one year:

| Trade debtors | 120,000 |  | - |  |

| Other debtors | 1,135 |  | 543 |  |

121,135 |  | 543 |  |

| Amounts falling due after more than one year:

| Other debtors | 3,360,000 |  | 3,360,000 |  |

| Aggregate amounts | 3,481,135 |  | 3,360,543 |  |

| The Other Debtors more that 1 year, represents an amount of £3,360,000 of ascertainable deferred consideration to be received on an earn out basis over 3 years..

7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 31.12.24 |  | 31.12.23

£ | £ |

| Taxation and social security | 9,949 |  | - |  |

| Other creditors | 59,547 |  | 829,278 |  |

69,496 |  | 829,278 |  |

| Included in Other Creditors is an amount for £14,365 loan from Wave Pharma Limited,

| Also included in Other Creditors is a sum of £39,769 owed to Mr Mohanbhai Raijibhai Bharwad for the transfer of 200 Ordinary Shares of £1.00 each in LM Manufacturing Limited shares to Arise Pharma Ltd.

ARISE PHARMA LTD (REGISTERED NUMBER: 08629933)

Notes to the Financial Statements - continued

For The Year Ended 31 December 2024

8. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| 31.12.24 |  | 31.12.23

£ | £ |

| Bank loans (see note 9) | - |  | 4,009 |  |

9. | LOANS

| An analysis of the maturity of loans is given below:

| 31.12.24 |  | 31.12.23

£ | £ |

| Amounts falling due between two and five years:

| Bank loans - 2-5 years | - |  | 4,009 |  |

| The company received a government backed bounce back loan for £50,000 on 17th August 2020.

10. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 31.12.24 |  | 31.12.23

| value: | £ | £ |

| 1,000 | Ordinary Share | 1.00 | 1,000 |  | 1,000 |  |

| The shareholdings in the company are as follows;

| Mansi Jaykumar Jani 500 Ordinary Shares of £1 each

| Vinod Babulal Soni 500 Ordinary Shares of £1 each