REGISTERED NUMBER: 04371441 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

NANOPHARM LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Statement of Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

15

DIRECTORS:

G Brouet

G Rowe-Joseph

SECRETARY:

D J Pearson

REGISTERED OFFICE:

5 Bruntcliffe Avenue

Morely

Leeds

Yorkshire

LS27 0LL

REGISTERED NUMBER:

04371441 (England and Wales)

AUDITORS:

Xeinadin Audit Limited

(Statutory Auditor)

Court House

Court Road

Bridgend

CF31 1BE

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

REVIEW OF BUSINESS

Sales were up 14% versus prior year at £8.53M, mainly coming from a higher mix of subcontracting activity, strengthening our partnership with Mod3 Pharma; we have recently acquired the clinical trial materials manufacturing capabilities in 2025. However, in house sales growth was somewhat limited with Nanopharm not yet being GMP, which is only triggered by an FDA inspection and there were changes in key positions in the leadership team. The outlook for 2025 will focus on fully integrating the new capabilities and improving operational efficiencies to continue to build on the legacy business and maintain Nanopharm's strong position in the market for our customers, and the expectation is to continue to grow sales accordingly.

PRINCIPAL RISKS AND UNCERTAINTIES

The Company holds or issues financial instruments to achieve three main objectives, being:

a) to finance its operations

b) to manage its exposure to interest and currency risks arising from its operations and from its sources of finance; and

c) for trading purposes

The principal risks and uncertainties in managements view are outlined below:

Credit risk

The Company monitors credit risk closely and considers that its current policies of advance payments for some customers meets its objectives of managing exposure to credit risk. The Company has no significant concentrations of credit risk. Amounts shown in the balance sheet best represent the maximum credit risk exposure in the event other parties fail to perform their obligations under financial instruments.

Liquidity risk

The Company's policy throughout the year has been to ensure continuity of funding. In order that this is achieved, the Company maintains close control over future cash flows and regularly review medium and long term finance against those future cash flows.

Currency risk

The Company's principal foreign currency exposures arise from trading with overseas companies. The Company does have a policy to participate in the hedging of such transactions in order to fix the cost in sterling.

Fair values of financial assets and liabilities

The fair values of the Company's financial instruments are not materially different from their carrying values.

ANALYSIS OF COMPANY DEVELOPMENT AND PERFORMANCE

(INCLUDING FINANCIAL KEY PERFORMANCE INDICATORS)

The Company believes its key performance indicators are its turnover and profits. It monitors these in line with the market and other external factors. The business review above details the factors which have affected this year.

RESEARCH AND DEVELOPMENT

The Company focused on establishing systems and processes to enable provision of GMP compliant analytical services to support our customers throughout clinical development and commercialisation, building on our existing position in the early pre-clinical development stages.

IMPORTANT EVENTS SINCE THE YEAR END AND FUTURE DEVELOPMENTS

Moving into 2025, the Company will continue launching new services in particle engineering and bioanalytical services for inhaled drug products, and further advance our Simhalation and SmartTrack computational modelling platforms to support repurposing and novel drug product development for inhaled and nasal drug products by derisking early clinical development. Nanopharm has also invested in a clinical validation study to accelerate U.S. FDA approval of its proprietary SmartTrack platform for pressurized metered-dose inhalers (pMDIs). This validation could establish SmartTrack as a credible alternative to comparative clinical endpoint studies, paving the way for wider patient access to medications.

ON BEHALF OF THE BOARD:

G Rowe-Joseph - Director

29 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 a pioneering pharmaceutical Contact Research Organisation specialising in the development of innovative Orally Inhaled and Nasal Drug Products solutions.

DIVIDENDS

The directors do not propose to pay a dividend for the year.

DIRECTORS

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

G Brouet

G Rowe-Joseph

Other changes in directors holding office are as follows:

C M Hall ceased to be a director after 31 December 2024 but prior to the date of this report.

DISCLOSURE IN THE STRATEGIC REPORT

Disclosures required under Schedule 7 have been disclosed in the Strategic Report in accordance with S414C(11) of the Companies Act 2006.

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.

AUDITORS

The auditors, Xeinadin Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

G Rowe-Joseph - Director

29 September 2025

Opinion

We have audited the financial statements of Nanopharm Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of 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 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 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:

The audit was planned on the basis that the testing undertaken and procedures carried out would have a reasonable expectation of detecting any instances of irregularity including fraud. The plan involved assessing the risk of the financial statements containing material misstatements taking into account various factors such as the control systems in place, the standard of record keeping and an assessment of the influence and role of the stakeholders involved. The audit plan was followed and benefitted from the audit teams knowledge of the client. They considered how fraud may occur and where the financial statements may be susceptible to error.

Suitable transaction sample testing was made on the high risk areas of the financial statements. Enquiries were made of the company directors for information and explanations as required during the course of the audit and any contentious areas appropriately challenged to ensure that sufficient audit evidence was obtained.

The procedures and testing undertaken as a result of our risk assessments were deemed sufficient to identify material errors for which adjustment was then made in the financial statements. There is however no guarantee that all errors, including those related to fraud, would be identified as part of the audit.

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.

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.

Nigel Williams BCom FCA (Senior Statutory Auditor)

for and on behalf of Xeinadin Audit Limited

(Statutory Auditor)

Court House

Court Road

Bridgend

CF31 1BE

29 September 2025

TURNOVER

4

8,528,227

7,486,864

Cost of sales

7,843,716

5,302,236

GROSS PROFIT

684,511

2,184,628

Administrative expenses

3,905,189

3,457,044

(3,220,678

)

(1,272,416

)

Other operating income

587,317

352,762

OPERATING LOSS

6

(2,633,361

)

(919,654

)

Interest receivable and similar income

2,097

34,351

(2,631,264

)

(885,303

)

Interest payable and similar expenses

7

126,534

8,487

LOSS BEFORE TAXATION

(2,757,798

)

(893,790

)

Tax on loss

8

498,500

(182,170

)

LOSS FOR THE FINANCIAL YEAR

(3,256,298

)

(711,620

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(3,256,298

)

(711,620

)

FIXED ASSETS

Intangible assets

9

104,711

150,682

Tangible assets

10

4,048,378

4,273,426

4,153,089

4,424,108

CURRENT ASSETS

Debtors

11

3,592,729

3,162,523

Cash at bank and in hand

246,713

54,224

3,839,442

3,216,747

CREDITORS

Amounts falling due within one year

12

5,510,574

2,401,100

NET CURRENT (LIABILITIES)/ASSETS

(1,671,132

)

815,647

TOTAL ASSETS LESS CURRENT LIABILITIES

2,481,957

5,239,755

PROVISIONS FOR LIABILITIES

15

716,557

218,057

NET ASSETS

1,765,400

5,021,698

CAPITAL AND RESERVES

Called up share capital

16

100

100

Retained earnings

17

1,765,300

5,021,598

SHAREHOLDERS' FUNDS

1,765,400

5,021,698

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

G Rowe-Joseph - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

100

5,733,218

5,733,318

Changes in equity

Total comprehensive income

-

(711,620

)

(711,620

)

Balance at 31 December 2023

100

5,021,598

5,021,698

Changes in equity

Total comprehensive income

-

(3,256,298

)

(3,256,298

)

Balance at 31 December 2024

100

1,765,300

1,765,400

Cash flows from operating activities

Cash generated from operations

1

(1,309,491

)

(578,326

)

Interest paid

(126,534

)

(8,487

)

Tax paid

(164,355

)

(356,307

)

Net cash from operating activities

(1,600,380

)

(943,120

)

Cash flows from investing activities

Purchase of tangible fixed assets

(394,360

)

(1,801,843

)

Sale of tangible fixed assets

-

33,428

Interest received

2,097

34,351

Net cash from investing activities

(392,263

)

(1,734,064

)

Cash flows from financing activities

Group debtors decrease / increase

(608,029

)

1,231,086

Group creditors increase

(361,378

)

374,344

Cashpool loans received

3,609,766

-

Net cash from financing activities

2,640,359

1,605,430

Increase/(decrease) in cash and cash equivalents

647,716

(1,071,754

)

Cash and cash equivalents at beginning of year

2

(401,003

)

670,751

Cash and cash equivalents at end of year

2

246,713

(401,003

)

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

2024

2023

£

£

Loss before taxation

(2,757,798

)

(893,790

)

Depreciation charges

664,830

482,993

Loss/(profit) on disposal of fixed assets

550

(20,603

)

Finance costs

126,534

8,487

Finance income

(2,097

)

(34,351

)

(1,967,981

)

(457,264

)

Decrease/(increase) in trade and other debtors

342,178

(688,321

)

Increase in trade and other creditors

316,312

567,259

Cash generated from operations

(1,309,491

)

(578,326

)

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

246,713

54,224

Bank overdrafts

-

(455,227

)

246,713

(401,003

)

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

54,224

670,751

Bank overdrafts

(455,227

)

-

(401,003

)

670,751

3.	ANALYSIS OF CHANGES IN NET (DEBT)/FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

54,224

192,489

246,713

Bank overdrafts

(455,227

)

455,227

-

(401,003

)

647,716

246,713

Total

(401,003

)

647,716

246,713

1.	STATUTORY INFORMATION

Nanopharm 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.

The presentation currency of the financial statements is the Pound Sterling (£).

The accounts are rounded to the nearest pound (£).

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.

Related party exemption

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

Significant judgements and estimates

In applying the accounting policies, decisions and judgements sometimes have to be made about the

likely outcome of future events. The judgements and estimates made in preparing the financial

statements are based upon historical experience and assumptions that the directors believe were

reasonable and appropriate in the relevant circumstances.

Turnover

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

Revenue is recognised when a customer obtains control of the promised services as each identifiable performance obligation in the contract is satisfied, a process that is levied against a set of criteria set by the group.

Intangible assets

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

Supplier exclusivity agreements are being amortised evenly over the life of the agreements 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.

Short leasehold

-

Over the life of the lease

Plant and machinery

-

10% on cost

Fixtures and fittings

-

10% on cost

Computer equipment

-

33% on cost

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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.

Research and development

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

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 an auto enrolment pension scheme in respect of its employees. Contributions payable to the pension schemes are charged to the profit and loss account in the period to which they relate.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of the financial statements requires the directors to make judgements, estimates and

assumptions that can affect the amounts reported for assets and liabilities, and the results for the year. The nature of estimation is such though that actual outcomes could differ significantly from those estimates.

The following judgements and estimates have had the most significant impact on amounts recognised in the financial statements:

a. Bad debts

The directors annually calculate on a consistent basis a general provision for bad debts.

b. Useful economic lives of tangible and intangible assets

The useful economic lives of assets is kept under annual review. Amendment is made is if the estimate of useful life requires change as a result of technological change or the economic use or physical condition of the assets.

c. Deferred taxation

Is estimated based upon a calculation of tax timing difference that are likely to arise.

d. Going concern

The ability of the company to continue to trade as a going concern is assessed annually by the directors considering the greater support of the Aptar group and the plans that will be in place for future trading.

4.

TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2024

2023

£

£

United Kingdom

289,456

1,618,447

Europe

3,866,916

2,180,130

Asia

49,558

837,455

North America

3,630,421

2,227,637

South America

93,029

186,130

Australia

598,847

437,065

8,528,227

7,486,864

5.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

3,948,122

3,082,632

Social security costs

210,792

307,421

Other pension costs

120,216

284,601

4,279,130

3,674,654

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

2024

2023

Production

64

64

Selling

5

4

Admin, Finance and HR

6

5

R&D

1

1

76

74

2024

2023

£

£

Directors' remuneration

-

56,060

Directors' pension contributions to money purchase schemes

-

29,958

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

Money purchase schemes

-

1

6.	OPERATING LOSS

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

2024

2023

£

£

Depreciation - owned assets

636,522

440,639

Loss/(profit) on disposal of fixed assets

550

(20,603

)

Patents and licences amortisation

45,971

42,354

Auditors' remuneration

19,876

12,000

Foreign exchange differences

75,534

23,004

Bad debts

-

8,105

Premises rental operating lease

-

243,448

Other operating lease rental payments

-

2,960

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Interest payable

32,012

4,030

Intercompany interest

94,522

4,457

126,534

8,487

8.

TAXATION

Analysis of the tax charge/(credit)

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

2024

2023

£

£

Deferred tax

498,500

(182,170

)

Tax on loss

498,500

(182,170

)

Reconciliation of total tax charge/(credit) included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

Loss before tax

(2,757,798

)

(893,790

)

Loss multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 25%)

(689,450

)

(223,448

)

Effects of:

Expenses not deductible for tax purposes

(7,853

)

39,644

Capital allowances in excess of depreciation

-

(393

)

Depreciation in excess of capital allowances

52,964

-

General bad debt provision movement

32,596

2,027

Trading losses carried forward

611,743

-

Deferred tax movement

498,500

-

Total tax charge/(credit)

498,500

(182,170

)

9.	INTANGIBLE FIXED ASSETS

Patents

and

licences

£

COST

At 1 January 2024

and 31 December 2024

210,700

AMORTISATION

At 1 January 2024

60,018

Amortisation for year

45,971

At 31 December 2024

105,989

NET BOOK VALUE

At 31 December 2024

104,711

At 31 December 2023

150,682