Orifarm UK Limited iXBRL

Orifarm UK Limited

Reports and Financial Statements

for the financial year ended 31 December 2024

ORIFARM UK LIMITED

DIRECTORS AND OTHER INFORMATION


Directors	Hans Bogh-Sorensen
	Mads Fink Eriksen (Appointed 25 April 2025)
	Thomas Brandhof (Appointed 25 April 2025)
	Erik Sandberg (Resigned 25 March 2025)


Company Registration Number	10015046


Registered Office and Business Address	Breakspear Park
	Hemel Hempstead
	Hertfordshire
	HP2 4TZ


Independent Auditors	WestMore Accounting Limited
	Chartered Certified Accountants and Statutory Auditors
	Ryefield Court
	81 Joel Street
	Northwood Hills
	Middlesex
	HA6 1LL

ORIFARM UK LIMITED

STRATEGIC REPORT

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

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

Review of the Company's Business

For 2024 Orifarm UK has shown a decrease in revenue of 10%. Despite challenging market conditions and a decrease in revenue the gross profit margin has increased from 5% to 6%.

For 2025 and beyond Management expects continued growth in the UK and stable administrative expenses.

On behalf of the board




___________________________	___________________________
Hans Bogh-Sorensen	Mads Fink Eriksen
Director	Director

29 September 2025	29 September 2025

ORIFARM UK LIMITED

DIRECTORS' REPORT

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

The directors present their report and the audited financial statements for the financial year ended 31 December 2024.

Principal Activity

The principal activity of the company continued to be that of pharmaceutical wholesalers.

Results and Dividends

The profit for the financial year after providing for depreciation and taxation amounted to £532,515 (2023 - £525,932).

The directors have paid a final dividend amounting to £1,000,000.

This final dividend was in respect of the year ended 31 December 2023.

The directors propose a final dividend of £450,000 in respect of the year ending 31 December 2024.

Directors

The directors who served during the financial year are as follows:

Hans Bogh-Sorensen

Mads Fink Eriksen (Appointed 25 April 2025)

Thomas Brandhof (Appointed 25 April 2025)

Erik Sandberg (Resigned 25 March 2025)

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, 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 FRS 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 apply them consistently;

-make judgements and accounting estimates that are reasonable and prudent;

-state whether applicable UK Accounting Standards comprising FRS 102 have been followed, subject to any material departures disclosed and explained in the financial statements;

-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Disclosure of Information to Auditor
Each persons who are directors at the date of approval of this report confirms that:
In so far as the directors are aware:
-there is no relevant audit information (information needed by the company's auditor in connection with preparing the auditor's report) of which the company's auditor is unaware, and
-the directors have taken all the steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

Auditors

The auditors, WestMore Accounting Limited, (Chartered Certified Accountants) have indicated their willingness to continue in office in accordance with the provisions of Section 485 of the Companies Act 2006.

On behalf of the board

___________________________

Hans Bogh-Sorensen

Mads Fink Eriksen

Director

29 September 2025

INDEPENDENT AUDITOR'S REPORT

TO THE SHAREHOLDERS OF ORIFARM UK LIMITED

Report on the audit of the financial statements

Opinion

We have audited the financial statements of Orifarm UK Limited ('the company') for the financial year ended 31 December 2024 which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity and the related notes to the financial statements, including significant accounting policies set out in note . The financial reporting framework that has been applied in their preparation is applicable Law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the financial 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 Auditor's 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 the date 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 other information comprises the information included in the annual report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the annual report. 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.

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 course of 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.

Opinion 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 our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the Strategic Report and 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

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 for the financial statements

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 they determine is 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 has no realistic alternative but to do so.

Auditor's 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 an Auditor's Report 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

• Identified the legal and regulatory framework within which the company operates;
• Reviewed the company's internal control procedures in order to assess the level of risk, including fraud risk;
• Tested sample items to supporting documentation, including third party confirmations and journal entries;
• Performed walkthrough tests to determine the implementation of systems and controls;
• Assessed the accuracy of disclosures in the financial statements.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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 Auditor's Report.

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 an auditor's report 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.

__________________________________

Simon Weston (Senior Statutory Auditor)

for and on behalf of

Westmore Accounting Limited

Chartered Certified Accountants and Statutory Auditors

Ryefield Court

81 Joel Street

Northwood Hills

Middlesex

HA6 1LL

29 September 2025

ORIFARM UK LIMITED

PROFIT AND LOSS ACCOUNT

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

	2024	2023
Notes	£	£

Turnover	4	71,704,150	80,006,621

Cost of sales		(67,130,278)	(76,595,703)
		─────────	─────────
Gross profit		4,573,872	3,410,918

Administrative expenses		(3,677,167)	(3,036,844)
Other operating income		-	411,209
		─────────	─────────
Operating profit	5	896,705	785,283

Interest receivable and similar income	6	59,955	46,453
Interest payable and similar expenses	7	(237,805)	(136,284)
		─────────	─────────
Profit before taxation		718,855	695,452

Tax on profit	9	(186,340)	(169,520)
		─────────	─────────
Profit for the financial year		532,515	525,932
		─────────	─────────
Total comprehensive income		532,515	525,932
		═════════	═════════

ORIFARM UK LIMITED

Company Registration Number: 10015046

BALANCE SHEET

as at 31 December 2024

		2024	2023
	Notes	£	£

Fixed Assets

Intangible assets

559,224

611,953

Tangible assets

22,606

35,296

─────────

Fixed Assets

581,830

647,249

─────────

Current Assets

Stocks

8,661,640

6,283,590

Debtors

9,434,519

11,821,291

Cash and cash equivalents

1,934,128

─────────

18,096,159

20,039,009

─────────

Creditors: amounts falling due within one year

(13,066,128)

(14,606,912)

─────────

Net Current Assets

5,030,031

5,432,097

─────────

Total Assets less Current Liabilities

5,611,861

6,079,346

═════════

Capital and Reserves

Called up share capital

5,000,100

5,000,100

Retained earnings

611,761

1,079,246

─────────

Shareholders' Funds

5,611,861

6,079,346

═════════

Approved by the Board and authorised for issue on 29 September 2025 and signed on its behalf by




________________________________			________________________________
Hans Bogh-Sorensen			Mads Fink Eriksen
Director			Director

ORIFARM UK LIMITED

STATEMENT OF CHANGES IN EQUITY

AS AT 31 DECEMBER 2024

	Called up	Retained	Total
	share	earnings
	capital
	£	£	£

At 1 January 2023	5,000,100	553,314	5,553,414
	─────────	─────────	─────────
Profit for the financial year	-	525,932	525,932
	─────────	─────────	─────────
At 31 December 2023	5,000,100	1,079,246	6,079,346
	─────────	─────────	─────────
Profit for the financial year	-	532,515	532,515
	─────────	─────────	─────────
Payment of dividends	-	(1,000,000)	(1,000,000)
	─────────	─────────	─────────
At 31 December 2024	5,000,100	611,761	5,611,861
	═════════	═════════	═════════

ORIFARM UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

General Information

Orifarm UK Limited is a company limited by shares incorporated and registered in the United Kingdom. The registered number of the company is 10015046. The registered office of the company is Breakspear Park, Hemel Hempstead, Hertfordshire, HP2 4TZ which is also the principal place of business of the company. The nature of the company's operations and its principal activities are set out in the Directors' Report. The financial statements have been presented in Pound (£) which is also the functional currency of the company.

Summary of Significant Accounting Policies

The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the company's financial statements.

Statement of compliance

The financial statements of the company for the financial year ended 31 December 2024 have been prepared in accordance with the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland (FRS 102) issued by the Financial Reporting Council and in accordance with the Companies Act 2006.

Basis of preparation

The financial statements have been prepared on the going concern basis and in accordance with the historical cost convention except for certain properties and financial instruments that are measured at revalued amounts or fair values, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for assets. This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements: ? The requirement to present a statement of cash flows and related notes; ? Disclosure of related party transactions with wholly owned members of the group; ? Disclosure of key management personnel compensation; ? Disclosure of auditor’s remuneration in accordance with paragraph 476 of FRS 102; ? Certain disclosures required under FRS 102 in relation to financial instruments. The financial statements of the company are consolidated in the financial statements of Orifarm Group A/S. These consolidated financial statements are available from its registered office, Energivej 15, Lindved, 5260 Odense S, Denmark.

Cash flow statement

The company has availed of the exemption in FRS 102 from the requirement to prepare a Statement of Cash Flows because it is a subsidiary undertaking for which the consolidated financial statements are publicly available.

Turnover

Turnover comprises the invoice value of goods supplied by the company, exclusive of trade discounts and value added tax.

Finance income

Interest income is recognised using the effective interest method. The company participates in a group cash pooling arrangement operated by the group’s bankers. Under this arrangement, interest is allocated by the parent company to the participants in proportion to their pooled balances. The company’s share of such interest is recognised within finance income as it accrues.

Product Licences

Product Licences are valued at cost less accumulated amortisation.

Amortisation is calculated to write off the cost in equal annual instalments over the life of the licence.

Tangible assets and depreciation

Tangible assets are stated at cost or at valuation, less accumulated depreciation. The charge to depreciation is calculated to write off the original cost or valuation of tangible assets, less their estimated residual value, over their expected useful lives as follows:

Short leasehold property

25% Straight line

Fixtures, fittings and equipment

25% Straight line

The carrying values of tangible fixed assets are reviewed annually for impairment in periods if events or changes in circumstances indicate the carrying value may not be recoverable.

Stocks

Stocks are valued at the lower of cost and net realisable value. Stocks are determined on a first-in first-out basis. Cost comprises expenditure incurred in the normal course of business in bringing stocks to their present location and condition. Full provision is made for obsolete and slow moving items. Net realisable value comprises actual or estimated selling price (net of trade discounts) less all further costs to completion or to be incurred in marketing and selling.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

Borrowing costs

Borrowing costs relating to the acquisition of assets are capitalised at the appropriate rate by adding them to the cost of assets being acquired. Investment income earned on the temporary investment of specific borrowings pending their expenditure on the assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

Employee benefits

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The company also operates a defined benefit pension scheme for its employees providing benefits based on final pensionable pay. The assets of this scheme are also held separately from those of the company, being invested with pension fund managers.

Taxation and deferred taxation

Current tax represents the amount expected to be paid or recovered in respect of taxable profits for the financial year and is calculated using the tax rates and laws that have been enacted or substantially enacted at the Balance Sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more tax in the future, or a right to pay less tax in the future. Timing differences are temporary differences between the company's taxable profits and its results as stated in the financial statements. Deferred tax is measured on an undiscounted basis at the tax rates that are anticipated to apply in the periods in which the timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date.

Foreign currencies

Monetary assets and liabilities denominated in foreign currencies are translated at the rates of exchange ruling at the Balance Sheet date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated at the rates of exchange ruling at the date of the transaction. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. The resulting exchange differences are dealt with in the Profit and Loss Account.

Pensions

The company operates a defined contribution pension scheme for employees. The assets of the scheme are held separately from those of the company. Annual contributions payable to the company's pension scheme are charged to the Profit and Loss Account in the period to which they relate.

Ordinary share capital

The ordinary share capital of the company is presented as equity.

Significant accounting judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and 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 that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Turnover

An analysis of turnover by class of business and geographical market is not given as, in the opinion of the directors, this would be seriously prejudicial to the company's interest.


5.	Operating profit	2024	2023
		£	£
	Operating profit is stated after charging:
	Depreciation of tangible assets	12,690	12,874
	Amortisation of goodwill	315,213	253,461
	Loss on foreign currencies	23,419	42,781
	Auditor's remuneration
	- audit services	9,000	9,000
		═════════	═════════


6.	Interest receivable and similar income	2024	2023
		£	£

	Bank interest	59,955	46,453
		═════════	═════════


7.	Interest payable and similar expenses	2024	2023
		£	£

	On bank loans and overdrafts	237,805	136,284
		═════════	═════════

Employees and remuneration

Number of employees

The average number of persons employed (including executive directors) during the financial year was as follows:

2024

2023

Number

Number

Staff

═════════

The staff costs comprise:

2024

2023

Wages and salaries

1,780,546

1,254,290

Pension costs

171,896

67,406

─────────

1,952,442

1,321,696

═════════

Tax on profit

2024

2023

(a) Analysis of charge in the financial year

Current tax:

Corporation tax at 25.00% (2023 - 23.52%) (Note 9 (b))

186,340

169,520

═════════

(b) Factors affecting tax charge for the financial year

The tax assessed for the financial year differs from the standard rate of corporation tax in the United Kingdom 25.00% (2023 - 23.52%). The differences are explained below:

2024

2023

Profit taxable at 25.00%

718,855

695,452

═════════

Profit before tax

multiplied by the standard rate of corporation tax

in the United Kingdom at 25.00% (2023 - 23.52%)

179,714

163,570

Effects of:

Expenses not deductible for tax purposes

6,626

5,950

─────────

Total tax charge for the financial year (Note 9 (a))

186,340

169,520

═════════


10.	Dividends	2024	2023
		£	£
	Dividends on equity shares:

	Ordinary - Final paid	1,000,000	-
		═════════	═════════


11.	Intangible assets
		Product Licences

		£
	Cost
	At 1 January 2024	1,197,464
	Additions	262,484
		─────────
	At 31 December 2024	1,459,948
		─────────
	Amortisation
	At 1 January 2024	585,511
	Charge for financial year	315,213
		─────────
	At 31 December 2024	900,724
		─────────
	Net book value
	At 31 December 2024	559,224
		═════════
	At 31 December 2023	611,953
		═════════


12.	Tangible assets
		Short	Fixtures,	Total
		leasehold	fittings and
		property	equipment
		£	£	£
	Cost
	At 1 January 2024	28,031	22,728	50,759
		─────────	─────────	─────────

	At 31 December 2024	28,031	22,728	50,759
		─────────	─────────	─────────
	Depreciation
	At 1 January 2024	8,377	7,086	15,463
	Charge for the financial year	7,008	5,682	12,690
		─────────	─────────	─────────
	At 31 December 2024	15,385	12,768	28,153
		─────────	─────────	─────────
	Net book value
	At 31 December 2024	12,646	9,960	22,606
		═════════	═════════	═════════
	At 31 December 2023	19,654	15,642	35,296
		═════════	═════════	═════════

13.

Stocks

2024

2023

Finished goods and goods for resale

8,661,640

6,283,590

═════════

The replacement cost of stock did not differ significantly from the figures shown.

14.

Debtors

2024

2023

Trade debtors

9,217,531

11,708,239

Other debtors

1,582

1,582

Prepayments and accrued income

215,406

111,470

─────────

9,434,519

11,821,291

═════════

Within trade debtors there are amounts due from group companies in the amount of £72,920 (2023 - £23,590).

15.

Creditors

2024

2023

Amounts falling due within one year

Bank overdrafts

4,310,654

Trade creditors

6,543,215

10,600,021

Taxation (Note 16)

2,015,963

3,725,126

Other creditors

9,159

Accruals

196,265

272,606

─────────

13,066,128

14,606,912

═════════

Within trade creditors there are amounts due to group companies in the amount of £6,408,999 (2023 - £10,396,537).


16.	Taxation	2024	2023
		£	£

	Creditors:
	VAT	1,888,908	3,511,163
	Corporation tax	68,777	169,520
	PAYE / NI	58,278	44,443
		─────────	─────────
		2,015,963	3,725,126
		═════════	═════════

17.

Pension costs - defined contribution

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. Pension costs amounted to £171,896 (2023 - £67,406).


18.	Share capital			2024	2023
				£	£
	Description	Number of shares	Value of units

	Allotted, called up and fully paid
	Ordinary	5,000,100	£1.00 each	5,000,100	5,000,100

				═════════	═════════

19.

Capital commitments

The company had no material capital commitments at the financial year-ended 31 December 2024.

20.

Related party transactions

The company has availed of the exemption under FRS 102 in relation to the disclosure of transactions with group undertakings.

21.

Post-Balance Sheet Events

There have been no significant events affecting the company since the financial year-end.