ACCOUNTS - Final Accounts

Operating (loss)/profit

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

Registered number: 03657934

CLARITY PHARMA LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

CLARITY PHARMA LTD

COMPANY INFORMATION

Directors	K Maddison
	M Maddison
	S Soper


Registered number	03657934


Registered office	Unit 3 Mead Way
	Great Hallingbury
	Bishop's Stortford
	CM22 7FD


Independent Auditors	Price Bailey LLP
	Chartered Accountants & Statutory Auditors
	Causeway House
	1 Dane Street
	Bishop's Stortford
	Hertfordshire
	CM23 3BT

CLARITY PHARMA LTD

CONTENTS

	Page
Strategic Report	1
Directors' Report	2 - 3
Independent Auditors' Report	4 - 7
Statement of Income and Retained Earnings	8
Statement of Financial Position	9
Notes to the Financial Statements	10 - 23

CLARITY PHARMA LTD

STRATEGIC REPORT

FOR THE YEAR ENDED 31 OCTOBER 2024

Introduction

The principal activity of the business continued to be that of business and management consultancy, marketing in the pharmaceutical industry, and the sale of finished pharmaceutical goods.

Business review

The Financial Year ending 31 October 2024 saw revenues grow to £35.5m, further establishing ourselves as one of the leading short-line wholesalers in the UK. This upward trend in revenue is forecast to increase in 2025 as we reach capacity in the existing 3PL facility and look to open our third site. The Retail market, particularly in Generics, grew ever more competitive hence the resulting fall in gross margin from 22% to 18%. There were two main reasons for this, firstly, an increased number of manufacturers coming to market and duplicating licences meant supply exceeded demand and secondly, due to the ongoing increase in customers using Cascades, this resulted in pricing being lowered beyond previous expectations. Increased revenues drove additional Distribution costs and Staffing Costs which, coupled with the fall in Gross Margin, resulted in an Operating Loss of £493k. The business has recognised this and has taken corrective action around minimum order values and staffing costs to return the business to profitability in 2025.

In addition to the actions taken in the short-line market, our 3PL income is forecast to grow significantly in 2025 as we open our third facility and we benefit from our diversified model. In addition, we have successfully been placed on the NHS Supply Chain tender for Advanced Wound Care with our own, Clarity Care branded range which will deliver significant profits late in 2025 and beyond.

Principal risks and uncertainties

The continued rise of supply chain costs, operating expenses and credit risk continue to dominate the principal risks for the business. Decisions around minimum order values have been taken to mitigate these costs and the business continues to pursue its diversified model to alleviate risk of a falling gross margin in the Generics space.

Financial key performance indicators

We will continue to measure average spend per account and average order value as we look to address rising supply chain costs and falling margins in the Generic space.

Other key performance indicators

Our key metric for 2024 were as follows:

- Average Spend per account - £16,073 (2023 average £10,515)
- Total Traded Accounts - 2,210 (2023 total 2,035 accounts)
- Average order value - £288 (2023 total £458 average order value)

This report was approved by the board and signed on its behalf.

K Maddison

Director

Date: 30 October 2025

Page 1

CLARITY PHARMA LTD

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 OCTOBER 2024

The Directors present their report and the financial statements for the year ended 31 October 2024.

Results and dividends

The loss for the year, after taxation, amounted to £1,070 thousand (2023 - profit £334 thousand).

The Directors do not recommend the payment of a final dividend.

Directors

The Directors who served during the year were:

K Maddison

M Maddison

S Soper

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Future developments

The Directors anticipate no significant changes in the Company's activities in the foreseeable future.

Disclosure of information to auditors

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

Under section 487(2) of the Companies Act 2006, Price Bailey LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

Page 2

CLARITY PHARMA LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 for the Company's financial statements and then apply them consistently;

∙make judgments 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 to 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.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.

This report was approved by the board on 30 October 2025 and signed on its behalf.

K Maddison

Director

Page 3

CLARITY PHARMA LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CLARITY PHARMA LTD

Opinion

We have audited the financial statements of Clarity Pharma Ltd (the 'Company') for the year ended 31 October 2024, which comprise the Statement of Income and Retained Earnings, the Statement of Financial Position and the related notes, 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 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 United Kingdom, including the Financial Reporting Council'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.

Material uncertainty related to going concern

We draw attention to note 2.3 in the financial statements, which indicates that the company suffered a loss in the year ended 31 October 2024 and had net liabilities in the Balance Sheet of the same date. As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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. Our evaluation of the Directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included a review of post year end management accounts together with a review of forecasts for the following 12 months.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

Page 4

CLARITY PHARMA LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CLARITY PHARMA LTD (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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 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 in relation to which 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 3, 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 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 have no realistic alternative but to do so.

Page 5

CLARITY PHARMA LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CLARITY PHARMA LTD (CONTINUED)

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 an Auditors' 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:

Enquiry of management around actual and potential litigation and claims, and any known instances of non-compliance;

Reviewing minutes of meetings of those charged with governance;

Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias; and

Reviewing our work throughout the audit file for evidence of non-compliance.

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 Auditors' Report.

Page 6

CLARITY PHARMA LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CLARITY PHARMA LTD (CONTINUED)

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 Auditors' 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.

Mark Roach (Senior Statutory Auditor)

for and on behalf of

Price Bailey LLP

Chartered Accountants

Statutory Auditors

Causeway House

1 Dane Street

Bishop's Stortford

Hertfordshire

CM23 3BT

Date: 26 November 2025

Page 7

CLARITY PHARMA LTD

STATEMENT OF INCOME AND RETAINED EARNINGS

FOR THE YEAR ENDED 31 OCTOBER 2024

	2024	2023
Note	£000	£000


Turnover	4	35,483	21,568
Cost of sales		(29,136)	(16,710)
Gross profit		6,347	4,858
Distribution costs		(1,220)	(731)
Administrative expenses		(5,620)	(5,180)
Other operating income	5	-	1,424
Operating (loss)/profit	6	(493)	371
Interest payable and similar expenses	10	(577)	(328)
(Loss)/profit before tax		(1,070)	43
Tax on (loss)/profit	11	-	291
(Loss)/profit after tax		(1,070)	334



Retained earnings at the beginning of the year	211	(123)
(Loss)/profit for the year	(1,070)	334
Retained earnings at the end of the year	(859)	211

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of income and retained earnings.

The notes on pages 10 to 23 form part of these financial statements.

Page 8

CLARITY PHARMA LTD

REGISTERED NUMBER: 03657934

STATEMENT OF FINANCIAL POSITION

AS AT 31 OCTOBER 2024

		As restated
	2024	2023
Note	£000	£000

Fixed assets
Tangible assets	12		396		392
Current assets
Stocks	13	2,163		1,918
Debtors: amounts falling due after more than one year	14	183		458
Debtors: amounts falling due within one year	14	10,609		7,780
Cash at bank and in hand	15	24		37
		12,979		10,193
Creditors: amounts falling due within one year	16	(13,883)		(9,834)
Net current (liabilities)/assets			(904)		359
Total assets less current liabilities			(508)		751
Provisions for liabilities
Other provisions	18		(301)		(490)
Net (liabilities)/assets			(809)		261

Capital and reserves
Called up share capital	19	50	50
Profit and loss account	20	(859)	211
		(809)	261

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

K Maddison

Director

Date: 30 October 2025

The notes on pages 10 to 23 form part of these financial statements.

Page 9

CLARITY PHARMA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

1.	General information

The Company is a private company limited by shares and is incorporated in England and Wales. The address of its Registered Office is Unit 3, Mead Way, Great Hallingbury, Bishop's Stortford, Essex, CM22 7FD.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Clarity Global Group Limited as at 31 October 2024 and these financial statements may be obtained from Companies House.

Page 10

CLARITY PHARMA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

2.Accounting policies (continued)

2.3

Going concern

The company accounts show a loss in the year ended 31 October 2024 and net liabilities in the Balance Sheet of the same date. As explained in the Strategic and Directors Reports, the reasons for these losses can be explained by a fall in Gross Margin and an increase in Operating Costs which have been addressed in 2025.

The company's performance has stabilised post year end and, at the time of these accounts being filed, we have seen nearly a full year trading to 31 October 2025. The company will return a material profit in that year and, with significant revenue streams expected from the NHS Supply Chain listing and a new 3PL facility now open, its financial performance is expected to improve further and significantly so during the year 2025 and beyond.

The directors have considered the forecasted profits and cashflows and believe that the business will have sufficient funds to be able to continue to operate and will benefit from the support of shareholders as and if required. Letters of support have been provided to state that they will support the company as required for the twelve months after the financial statements are approved. However, these are not legally binding and therefore due to the circumstances outlined above there remains a material uncertainty that may cast significant doubt on the entity’s ability to continue as a going concern.

Having considered the above and the improved performance of the business post year end the Directors believe the accounts should be prepared on a going concern basis.

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Company has transferred the significant risks and rewards of ownership to the buyer;

∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

Page 11

CLARITY PHARMA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

2.Accounting policies (continued)

2.5

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold improvements	-	over the lease term
Plant & machinery	-	20% straight line
Fixtures & fittings	-	20% straight line
Computer equipment	-	33% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.6

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.7

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.8

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Page 12

CLARITY PHARMA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

2.Accounting policies (continued)

2.9

Financial instruments

The Company enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received.

2.10

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.11

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is Pounds Sterling.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Income and Retained Earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'administrative expenses'.

2.12

Operating leases: the Company as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 13

CLARITY PHARMA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

2.Accounting policies (continued)

2.13

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

2.14

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.15

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 14

CLARITY PHARMA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

a) Critical accounting estimate and assumptions

The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of asset and liabilties within the next financial year are addressed below.

(i) Stock provision

Stock is provided for on the basis of the expiry dates of individual items. Where stock is held with an expiry date within 6 months, the variant code is reclassified as short dated stock and provided against as required.

Turnover

Analysis of turnover by country of destination:

					2024	2023
					£000	£000

United Kingdom	34,997	21,538
Rest of Europe	408	30
Rest of the world	78	-
	35,483	21,568

					2024	2023
					£000	£000


Sale of goods	29,442	20,499
Rendering of services	4,315	786
Other revenue	1,726	283
	35,483	21,568

5.	Other operating income
		2024	2023
		£000	£000

	Exceptional income	-	1,424

Exceptional income relates to agreed proceeds received, or due to be received, from settlement of a historic legal claim.

Page 15

CLARITY PHARMA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

Exchange differences	10	(7)
Depreciation of tangible fixed assets	111	420
Other operating lease rentals	524	643
Defined contribution pension cost	83	60


	Auditors' remuneration	17	15

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated financial statements of the parent Company.

Page 16

CLARITY PHARMA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

Wages and salaries	3,150	2,387
Social security costs	314	238
Cost of defined contribution scheme	83	60
	3,547	2,685

The average monthly number of employees, including the Directors, during the year was as follows:

	2024	2023
	No.	No.

Sales and distribution	21	29
Administration	15	7
Finance	5	5
Warehouse	40	14

	81	55

Key management compensation

Key management compensation includes the directors and members of senior management. The total amount of employee benefits (including employer pension contributions) received by key management personnel was £588 thousand (2023 (restated) - £432 thousand).

Included in the above are employer pension contributions of £19 thousand (2023 - £12 thousand) and employer national insurance contributions of £73 thousand (2023 - £17 thousand).

9.	Directors' remuneration
		2024	2023
		£000	£000

Directors' emoluments	344	132
Company contributions to defined contribution pension schemes	12	2
	356	134

	During the year retirement benefits were accruing to 1 Director (2023 - 1) in respect of defined contribution pension schemes.
	The highest paid Director received remuneration of £308 thousand (2023 (restated)- £122 thousand) and contributions of £12 thousand (2023 (restated) - £2 thousand) were paid to a defined contribution pension scheme.

Page 17

CLARITY PHARMA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

10.	Interest payable and similar expenses
		2024	2023
		£000	£000

Other interest payable

577

328

Corporation tax
Current tax on profits for the year	-	-
	-	-

	Deferred tax
	Origination and reversal of timing differences	-	(291)


	Taxation on profit/(loss) on ordinary activities	-	(291)

(Loss)/profit on ordinary activities before tax

(1,070)

(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 21.52%)	(268)	9
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	6	2
Capital allowances for year in excess of depreciation	18	7
Deferred tax not recognised	244	(18)
Origination and reversal of timing differences	-	(291)
Total tax charge for the year	-	(291)

Factors that may affect future tax charges

The Company has tax losses of approximately £5,282 thousand (2023 - £4,235 thousand) available to carry forward against future profits. Deferred tax has been provided in respect of £1,165 thousand (2023 - £1,165 thousand) of losses carried forward. Deferred tax assets of £962 thousand (2023 - £767 thousand) in relation to losses and accelerated capital allowances have not been recognised due to uncertainty over when the asset will be recovered.

Page 18

CLARITY PHARMA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

12.	Tangible fixed assets

	Leasehold improvement	Plant & machinery	Fixtures & fittings	Computer equipment	Total
	£000	£000	£000	£000	£000
Cost or valuation
At 1 November 2023	1,504	121	167	623	2,415
Additions	3	34	13	65	115
At 31 October 2024	1,507	155	180	688	2,530
Depreciation
At 1 November 2023	1,245	76	160	542	2,023
Charge for the year on owned assets	27	18	5	61	111
At 31 October 2024	1,272	94	165	603	2,134
Net book value
At 31 October 2024	235	61	15	85	396
At 31 October 2023	259	45	7	81	392

13.	Stocks
		2024	2023
		£000	£000

	Finished goods and goods for resale	2,163	1,918

Included within the stock value is a stock provision of £132 thousand (2023 - £644 thousand).

Page 19

CLARITY PHARMA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

Due after more than one year
Prepayments and accrued income	183	458

						As restated
					2024	2023
					£000	£000

Due within one year
Trade debtors	6,175	4,614
Amounts owed by group undertakings	1,952	1,950
Other debtors	1,239	31
Prepayments and accrued income	952	894
Deferred taxation	291	291
	10,609	7,780

Trade debtors include an amount of £4,996 thousand (2023 - £4,222 thousand) which have been assigned under an invoice discounting arrangement.

15.	Cash and cash equivalents
		2024	2023
		£000	£000

	Cash at bank and in hand	24	37

16.	Creditors: Amounts falling due within one year
		2024	2023
		£000	£000

Trade creditors	9,187	5,981
Other taxation and social security	581	188
Proceeds of factored debts	3,854	2,771
Other creditors	15	11
Accruals and deferred income	246	883
	13,883	9,834

Sales invoices held in discounting arrangements of £3,854 thousand (2023 - £2,771 thousand) are secured against the Company's assets.

Page 20

CLARITY PHARMA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

17.	Deferred taxation

	2024	2023
	£000	£000

At beginning of year	291	-
Charged to profit or loss	-	291
At end of year	291	291

The deferred tax asset is made up as follows:
	2024	2023
	£000	£000

Tax losses carried forward

291

18.	Provisions

	Other provisions	Onerous lease	Total
	£000	£000	£000

At 1 November 2023	152	339	491
Charged to profit or loss	-	(187)	(187)
At 31 October 2024	152	152	304

The other provision relates to future contractual obligations of the company under lease commitments.

Onerous lease provisions will unwind over the next year.

The provisions have been measured based on the best estimate of the expenditure required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. The actual outflows may differ from these estimates, and any adjustments will be recognised in the period in which they are identified.

19.	Share capital
		2024	2023
		£000	£000

Allotted, called up and fully paid

50,000 (2023 - 50,000) Ordinary shares of £1 each	50	50

Page 21

CLARITY PHARMA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

20.

Reserves

Profit & loss account

The profit and loss reserve represents accumulated comprehensive income of the year and prior periods less any dividends paid.

21.	Pension commitments

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 pension cost charge represents contributions payable by the company to the fund and amounted to £83 thousand (2023 - £60 thousand). Contributions totalling £16 thousand (2023 - £11 thousand) were payable to the fund at the balance sheet date.

Land and buildings
Not later than 1 year	654	712
Later than 1 year and not later than 5 years	2,618	2,732
Later than 5 years	3,926	830
	7,198	4,274


					2024	2023
					£000	£000

Other
Not later than 1 year	55	28
Later than 1 year and not later than 5 years	63	48
	118	76

23.

Related party transactions

During the year, the company incurred expenses totalling £913 thousand (2023 - £19 thousand) on behalf of companies in which some of the Directors have a significant interest. During the year, the company generated revenue totalling £181 thousand (2023 - £NIL thousand) on behalf of companies in which some of the Directors have a significant interest. As at 31 October 2024, included in other debtors is £1,261 thousand (2023 - £19 thousand) owed by those companies, and included in trade creditors is £1,100 thousand (2023 - £NIL thousand) owed to those companies.

The Company has taken advantage of the exemption from the requirement to disclose transactions with wholly owned group companies.

Page 22

CLARITY PHARMA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

24.	Controlling party

The immediate parent Company is Clarity Global Group Limited, a Company incorporated in England and Wales. The utlimate parent Company is K&M Maddison Internacional S.L., a Company incorporated in Spain.

The ultimate controlling parties are Mr and Mrs K Maddison.

Page 23