REGISTERED NUMBER: 09293856 (England and Wales)

Strategic Report, Directors' Report and

Audited Financial Statements for the Year Ended 31 October 2024

for

Trion Pharma Limited

Page

Company Information

1

Strategic Report

2

Directors' Report

4

Report of the Independent Auditors

5

Income Statement

8

Other Comprehensive Income

9

Statement of Financial Position

10

Statement of Changes in Equity

11

Statement of Cash Flows

12

Notes to the Statement of Cash Flows

13

Notes to the Financial Statements

14

DIRECTORS:

Mr Vipulkumar Patel

Mr Chirag Mafatlal Patel

REGISTERED OFFICE:

Bridge House

9 - 13 Holbrook Lane

Coventry

United Kingdom

CV6 4AD

REGISTERED NUMBER:

09293856 (England and Wales)

AUDITORS:

Andrew Murray & Co

Business Advisors and Statutory Auditors

144-146 Kings Cross Road

King's Cross

WC1X 9DU

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

REVIEW OF BUSINESS

The company is a wholesaler of pharmaceutical, medical, healthcare products based in London, UK and over past several years has seen a rapid organic growth, in its business. It is now considered a medium sized enterprise. The directors feel that this growth will be maintained over the coming years as the company reached new horizons in seeking out new products and new clients.

Furthermore, the company is now poised to making improvements in its market presence and also streamlining its operational procedures by providing training and computer software developments for its operations.

Post year-end, the company has performed in line with expectations and continue to grow from strength to strength. With the introduction of new products in the pipeline, the directors are also confident of improving the margins obtained on its products and improved efficiency put in place will see continued better results in future.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors have identified the following as the principal risks and uncertainties for the company.

FINANCIAL RISKS

The company's major customers are large corporations with good credit rating and therefore the financial risk to the company is limited. For overseas client the company insists on a deposit with the order, which also reduces its credit risk to the client.

The company has adequate financial resources for its continued growth and therefore not dependant on external finances and therefore does not have major concerns about the financial risks to the company.

COMPETITIVE RISKS

The company is prone to competitive risk through pricing because of foreign currency fluctuations or obsolescence through innovation products. However, due to the fact that many of the company's products are regulated through government regulatory agencies the company keeps keen eye on market development of the products and take active steps to minimise any such loss to the company.

COMMERCIAL RISKS

The company's directors have considered expertise in this industry over a period of several years and are professionally qualified to understand the complexity of the sector in which the company operates. Where considered necessary the company will employ consultants to safeguard its exposure to commercial risks especially in the case of new product lines. The company's supplier chain are vetted thoroughly for their competency and their trade record and are closely monitored, by the senior managements.

Overall, the directors feel that any exposure to risks and uncertainties are well managed and satisfied with the procedures and practices in place.

KEY PERFORMANCE INDICATOR

The key financial performance indicators used to determine the progress and performances of the company are as set out below:

YE 31.10.2024

YE 31.10.2023

Turnover

£19,184,577

£14,552,431

Gross Profit

£10,142,980

£7,245,358

Gross Profit Margin

52.87%

49.79%

Profit before Tax

£8,829,003

£5,971,584

Shareholder's Equity

£15,276,293

£8,675,554

For year ended 31 October 2024, the company continued to increase its turnover by (31.83%) and its gross profit margin to (52.87%) for the previous year of (49.79%).

The company continues to maintain a healthy balance of reserves to meet its business requirements and development of new products.

ON BEHALF OF THE BOARD:

Mr Vipulkumar Patel - Director

4 August 2025

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

DIVIDENDS

No interim dividend was paid during the year. The directors recommend a final dividend of 250 per share.

The total distribution of dividends for the year ended 31 October 2024 will be £ 25,000 .

DIRECTORS

The directors during the year under review were:

Mr Vipulkumar Patel

Mr Chirag Mafatlal Patel

- appointed 23.8.24

The directors holding office at 31 October 2024 did not hold any beneficial interest in the issued share capital of the company at 1 November 2023 (or date of appointment if later) or 31 October 2024.

DIRECTORS' RESPONSIBILITIES STATEMENT

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies 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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Andrew Murray & Co, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr Vipulkumar Patel - Director

4 August 2025

Opinion

We have audited the financial statements of Trion Pharma Limited (the 'company') for the year ended 31 October 2024 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, 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 October 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 qualified 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 Directors' Report, 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

We have nothing to report in respect of the following matters 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 Directors' Responsibilities Statement set out on page four, 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 planning and performing our audit, we considered the risk of material misstatement in the financial statements, whether arising from fraud or error. Given the nature of the company as a family-owned business with straightforward operations, we assessed the risk of irregularities to be low.

Our work included:

- Discussions with management and directors to confirm awareness of any known or suspected irregularities.

- Consideration of the company's internal controls, including director oversight of transactions.

- Testing a sample of income, expenditure, and year-end balances to supporting documentation.

- Reviewing compliance with laws and regulations relevant to the preparation of the financial statements.

No significant irregularities were identified, and we found the company's control environment to be appropriate for its size and operations.

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.

Mr Naren Desai FCA (Senior Statutory Auditor)

for and on behalf of Andrew Murray & Co

Business Advisors and Statutory Auditors

144-146 Kings Cross Road

King's Cross

WC1X 9DU

6 August 2025

REVENUE

3

19,184,577

14,552,431

Cost of sales

9,041,597

7,307,073

GROSS PROFIT

10,142,980

7,245,358

Administrative expenses

1,605,021

1,358,468

8,537,959

5,886,890

Other operating income

4

565

62,900

OPERATING PROFIT

7

8,538,524

5,949,790

Interest receivable and similar income

355,367

21,794

8,893,891

5,971,584

Interest payable and similar expenses

8

64,888

-

PROFIT BEFORE TAXATION

8,829,003

5,971,584

Tax on profit

9

2,603,403

1,327,205

PROFIT FOR THE FINANCIAL YEAR

6,225,600

4,644,379

PROFIT FOR THE YEAR

6,225,600

4,644,379

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

6,225,600

4,644,379

FIXED ASSETS

Property, plant and equipment

11

415,465

399,419

CURRENT ASSETS

Inventories

12

1,910,160

765,500

Debtors

13

11,195,768

1,964,405

Cash at bank and in hand

13,084,209

17,100,751

26,190,137

19,830,656

CREDITORS

Amounts falling due within one year

14

11,329,309

11,554,521

NET CURRENT ASSETS

14,860,828

8,276,135

TOTAL ASSETS LESS CURRENT LIABILITIES

15,276,293

8,675,554

PROVISIONS FOR LIABILITIES

15

400,139

-

NET ASSETS

14,876,154

8,675,554

CAPITAL AND RESERVES

Called up share capital

16

100

100

Retained earnings

17

14,876,054

8,675,454

SHAREHOLDER FUNDS

14,876,154

8,675,554

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

Mr Vipulkumar Patel - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 November 2022

100

4,056,075

4,056,175

Changes in equity

Dividends

-

(25,000

)

(25,000

)

Total comprehensive income

-

4,644,379

4,644,379

Balance at 31 October 2023

100

8,675,454

8,675,554

Changes in equity

Dividends

-

(25,000

)

(25,000

)

Total comprehensive income

-

6,225,600

6,225,600

Balance at 31 October 2024

100

14,876,054

14,876,154

Cash flows from operating activities

Cash generated from operations

1

(2,644,728

)

9,039,873

Interest paid

(64,888

)

-

Tax paid

(2,511,360

)

-

Net cash from operating activities

(5,220,976

)

9,039,873

Cash flows from investing activities

Purchase of tangible fixed assets

(113,811

)

(173,683

)

Interest received

355,367

21,794

Net cash from investing activities

241,556

(151,889

)

Cash flows from financing activities

Amount introduced by directors

1,041,878

1,626,540

Amount withdrawn by directors

(54,000

)

(23,662

)

Equity dividends paid

(25,000

)

(25,000

)

Net cash from financing activities

962,878

1,577,878

(Decrease)/increase in cash and cash equivalents

(4,016,542

)

10,465,862

Cash and cash equivalents at beginning of year

2

17,100,751

6,634,889

Cash and cash equivalents at end of year

2

13,084,209

17,100,751

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

31.10.24

31.10.23

£

£

Profit before taxation

8,829,003

5,971,584

Depreciation charges

97,765

96,024

Finance costs

64,888

-

Finance income

(355,367

)

(21,794

)

8,636,289

6,045,814

Increase in inventories

(1,144,660

)

(514,320

)

(Increase)/decrease in trade and other debtors

(9,231,363

)

917,758

(Decrease)/increase in trade and other creditors

(904,994

)

2,590,621

Cash generated from operations

(2,644,728

)

9,039,873

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 October 2024

31.10.24

1.11.23

£

£

Cash and cash equivalents

13,084,209

17,100,751

Year ended 31 October 2023

31.10.23

1.11.22

£

£

Cash and cash equivalents

17,100,751

6,634,889

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.11.23

Cash flow

At 31.10.24

£

£

£

Net cash

Cash at bank and in hand

17,100,751

(4,016,542

)

13,084,209

17,100,751

(4,016,542

)

13,084,209

Total

17,100,751

(4,016,542

)

13,084,209

1.	STATUTORY INFORMATION

Trion Pharma 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.

Preparation of consolidated financial statements

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary

amounts in these financial statements are rounded to the nearest £.

The directors having considered the company's position for the year ended 31 December 2024, have given

indication of their willingness to give group support to the company in the foreseeable future.

On the basis, the directors consider it is appropriate to prepare the financial statements on going concern basis.

The financial statements do not include any adjustment that would result if future cash flows are insufficient or officeholder support was withdrawn.The principal accounting policies of the company have remained unchanged during the year.The financial statements have been prepared under the going concern basis.

Significant judgements and estimates

In the application of the company’s accounting policies, the directors are required to make judgements,estimates assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only at period, or in the period of the revision and future periods where the revision affects both current and future periods.

Turnover

Revenue 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

-

20% on reducing balance

Fixtures and fittings

-

20% on reducing balance

Computer equipment

-

20% on reducing balance

Stocks

Inventories 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 elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12

'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company

becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

Basic financial assets

Basic financial assets, which include trade and other debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual

arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including trade and other creditors, bank loans, loans from fellow group companies

and preference shares that are classified as debt, are initially recognised at transaction price unless the

arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

Accounts payable are classified as 'creditors: amounts falling due within one year' if payment is due within one year or less. If not, they are presented as 'creditors: amounts falling due after more than one year'. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

3.

REVENUE

The revenue and profit before taxation are attributable to the one principal activity of the company.

An analysis of revenue by geographical market is given below:

31.10.24

31.10.23

£

£

United Kingdom

18,530,225

14,309,431

Europe

556,352

178,000

Rest of World

98,000

65,000

19,184,577

14,552,431

4.	OTHER OPERATING INCOME

31.10.24

31.10.23

£

£

Other Income

565

62,900

5.	EMPLOYEES AND DIRECTORS

31.10.24

31.10.23

£

£

Wages and salaries

538,726

425,417

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

31.10.24

31.10.23

Finance

2

2

Operation

4

3

Sales and marketing

2

2

Direct labour

8

5

Regulatory

2

2

18

14

6.	DIRECTORS' EMOLUMENTS

31.10.24

31.10.23

£

£

Directors' remuneration

12,000

12,000

7.	OPERATING PROFIT

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

31.10.24

31.10.23

£

£

Depreciation - owned assets

97,765

96,024

Foreign exchange differences

(3,974

)

-

8.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.10.24

31.10.23

£

£

Interest on Corporation Tax

64,888

-

9.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

31.10.24

31.10.23

£

£

Current tax:

UK corporation tax

2,203,264

1,327,205

Deferred tax

400,139

-

Tax on profit

2,603,403

1,327,205

10.

DIVIDENDS

31.10.24

31.10.23

£

£

Ordinary share capital shares of 1 each

Final

25,000

25,000

11.	PROPERTY, PLANT AND EQUIPMENT

Fixtures

Long

Plant and

and

leasehold

machinery

fittings

£

£

£

COST

At 1 November 2023

15,326

22,199

567,687

Additions

-

980

67,082

At 31 October 2024

15,326

23,179

634,769

DEPRECIATION

At 1 November 2023

-

7,992

207,812

Charge for year

-

3,037

85,391

At 31 October 2024

-

11,029

293,203

NET BOOK VALUE

At 31 October 2024

15,326

12,150

341,566

At 31 October 2023

15,326

14,207

359,875

Motor

Computer

vehicles

equipment

Totals

£

£

£

COST

At 1 November 2023

-

14,848

620,060

Additions

36,300

9,449

113,811

At 31 October 2024

36,300

24,297

733,871

DEPRECIATION

At 1 November 2023

-

4,837

220,641

Charge for year

5,445

3,892

97,765

At 31 October 2024

5,445

8,729

318,406

NET BOOK VALUE

At 31 October 2024

30,855

15,568

415,465

At 31 October 2023

-

10,011

399,419

12.	INVENTORIES

31.10.24

31.10.23

£

£

Stocks

1,910,160

765,500

The stock has been recorded at a lower of cost or net realisable value.

13.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.10.24

31.10.23

£

£

Trade debtors

2,156,605

1,435,119

Other debtors

8,888,470

385,001

Deposit

62,500

62,500

Prepayments

88,193

81,785

11,195,768

1,964,405

14.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.10.24

31.10.23

£

£

Trade creditors

5,972,652

6,963,555

Wages Payable

36,275

24,046

Tax

1,584,198

1,892,294

Social security and other taxes

10,705

7,847

VAT

791,225

750,991

Directors' current accounts

2,873,504

1,885,626

Accrued expenses

60,750

30,162

11,329,309

11,554,521