REGISTERED NUMBER: 03947634 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST MARCH 2025

FOR

ONYX SCIENTIFIC LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Cash Flow Statement

11

Notes to the Cash Flow Statement

12

Notes to the Financial Statements

13

DIRECTORS:

Dr D J Londesbrough

N V Lane

P Godha

REGISTERED OFFICE:

Units 97-98 Silverbriar

Sunderland Enterprise Park East

Sunderland

Tyne and Wear

SR5 2TQ

REGISTERED NUMBER:

03947634 (England and Wales)

AUDITORS:

Leesing Marrison Lee Limited

Chartered Certified Accountants

Statutory Auditors

46 Main Street

Mexborough

South Yorkshire

S64 9DU

BANKERS:

HSBC

33 Park Row

Leeds

West Yorkshire

LS1 1LD

The directors present their strategic report for the year ended 31st March 2025.

The company (Onyx Scientific) is engaged in contract research, custom synthesis and contract manufacturing services for Active Pharma Ingredients (API) and Intermediates for the pharmaceutical industry.

BUSINESS REVIEW AND FINANCIAL KEY PERFORMANCE INDICATORS

Financial key performance indicators are set out below:

2025

2024

£

£

Financial Performance

Revenue

10,933

14,013

Operating profit

(286

)

2,513

Profit for the financial year

(252

)

2,602

No.

No.

Employee numbers at 31 March

118

116

Onyx continues to have a diverse geographically spread portfolio.

Other key performance indicators

Health, safety and environmental compliance and performance remain key priorities for the business. All related performance indicators remained under good control.

During FY24 the number of customer audits increased, all with positive outcomes without any critical or major observations. In every instance supply approval was granted confirming Onyx's commitment to quality.

Future outlook

Based upon the current order position and market dynamics, the directors are looking at ways to increase our market presence by attending more trade shows. Inflation, supplier and salary cost increases along with global financial uncertainty will continue to put pressure on profitability and sales.

PRINCIPAL RISKS AND UNCERTAINTIES

The company is exposed to a range of risks and uncertainties. The directors must assess these risks and ensure appropriate controls and processes are in place to monitor the risks and mitigate their effect. The principal risks and mitigating controls are as follows:

Cyber security

A loss of a key business system could impact our ability to manufacture products and lead to customer disappointment and reputational damage. Onyx mitigates this risk through investment in robust security controls and procedures, security testing arrangements and ongoing employee training.

Trading risk and customer dependency

The timing of drug approval by government agencies may affect the phasing of sales. The company continues to mitigate this risk by the expansion and diversification of its customer base and product portfolios.

FINANCIAL RISKS

Credit risk

The company is exposed to credit risk from its trade debtors and from depositing cash with banking institutions. Customers are assessed for credit-worthiness before credit is extended, and any debts which become overdue are chased promptly. Likewise, the company only engages with banks that can demonstrate a strong financial position and developments in the sector are monitored closely.

Economic risk

The company has faced an increase in its cost base due to inflationary pressures the UK has recently experienced. . This, coupled with current global financial uncertainty, together exert external uncontrollable pressure on the company's profitability.

DIRECTORS' STATEMENT OF COMPLIANCE TO PROMOTE THE SUCCESS OF THE COMPANY

The directors of Onyx - and those of all UK companies - must act in accordance with a set of general duties. These duties are detailed in the UK Companies Act and include a duty to promote the success of the company for the benefit of its members as a whole. Details of how the directors have fulfilled this responsibility are set out below:

BOARD COMPOSITION

The directors of Onyx work closely with the group board of its parent company Ipca Laboratories UK Limited. The quarterly review board meetings regularly include representatives from Ipca Laboratories UK Limited and Ipca Laboratories Limited. A broad representation brings a range of experiences and view-points to decision making, and ensures that a balanced approach is taken, which considers the interests of all shareholders and stakeholders.

ON BEHALF OF THE BOARD:

Dr D J Londesbrough - Director

21st May 2025

The directors present their report with the financial statements of the company for the year ended 31st March 2025.

DIVIDENDS

The total distribution of dividends for the year ended 31st March 2025 will be £ 1,000,000 .

DIRECTORS

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

Dr D J Londesbrough

N V Lane

P Godha

Other changes in directors holding office are as follows:

Mrs D Bowser - resigned 26th April 2024

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

AUDITORS

The auditors, Leesing Marrison Lee Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Dr D J Londesbrough - Director

21st May 2025

Opinion

We have audited the financial statements of Onyx Scientific Limited (the 'company') for the year ended 31st March 2025 which comprise the Income Statement, Other 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 31st March 2025 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:

Our procedures to respond to risks identified include the following;

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- enquiring of management concerning actual and potential litigation and claims;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- reading minutes of meetings of those charged with governance and reviewing regulatory correspondence;

- obtained an understanding of provisions and held discussions with management to understand the basis of recognition or non-recognition of tax provisions; and

- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

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.

Robert Tippett FCCA (Senior Statutory Auditor)

for and on behalf of Leesing Marrison Lee Limited

Chartered Certified Accountants

Statutory Auditors

46 Main Street

Mexborough

South Yorkshire

S64 9DU

23rd May 2025

TURNOVER

3

10,933,919

14,012,859

Cost of sales

6,084,011

6,300,679

GROSS PROFIT

4,849,908

7,712,180

Administrative expenses

5,136,377

5,282,168

(286,469

)

2,430,012

Other operating income

4

-

83,414

OPERATING (LOSS)/PROFIT

6

(286,469

)

2,513,426

Interest receivable and similar income

34,455

3,569

(252,014

)

2,516,995

Interest payable and similar expenses

7

14

-

(LOSS)/PROFIT BEFORE TAXATION

(252,028

)

2,516,995

Tax on (loss)/profit

8

(15,478

)

914,259

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(236,550

)

1,602,736

(LOSS)/PROFIT FOR THE YEAR

(236,550

)

1,602,736

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(236,550

)

1,602,736

FIXED ASSETS

Tangible assets

10

5,066,127

6,073,830

Investments

11

720,935

720,935

5,787,062

6,794,765

CURRENT ASSETS

Stocks

12

250,526

201,670

Debtors

13

2,357,725

3,015,834

Cash at bank

2,471,515

3,595,183

5,079,766

6,812,687

CREDITORS

Amounts falling due within one year

14

888,549

2,214,021

NET CURRENT ASSETS

4,191,217

4,598,666

TOTAL ASSETS LESS CURRENT LIABILITIES

9,978,279

11,393,431

PROVISIONS FOR LIABILITIES

16

773,289

951,891

NET ASSETS

9,204,990

10,441,540

CAPITAL AND RESERVES

Called up share capital

17

368,122

368,122

Share premium

18

12,358

12,358

Retained earnings

18

8,824,510

10,061,060

SHAREHOLDERS' FUNDS

9,204,990

10,441,540

Approved and authorised for issue by the Board of Directors and authorised for issue on 21st May 2025 and were signed on its behalf by:

N V Lane - Director

Dr D J Londesbrough - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1st April 2023

368,122

9,458,324

12,358

9,838,804

Changes in equity

Dividends

-

(1,000,000

)

-

(1,000,000

)

Total comprehensive income

-

1,602,736

-

1,602,736

Balance at 31st March 2024

368,122

10,061,060

12,358

10,441,540

Changes in equity

Dividends

-

(1,000,000

)

-

(1,000,000

)

Total comprehensive income

-

(236,550

)

-

(236,550

)

Balance at 31st March 2025

368,122

8,824,510

12,358

9,204,990

Cash flows from operating activities

Cash generated from operations

1

864,128

3,732,343

Interest paid

(14

)

-

Tax paid

(713,995

)

(128,570

)

Net cash from operating activities

150,119

3,603,773

Cash flows from investing activities

Purchase of tangible fixed assets

(308,242

)

(565,800

)

Interest received

34,455

3,569

Net cash from investing activities

(273,787

)

(562,231

)

Cash flows from financing activities

Equity dividends paid

(1,000,000

)

(1,000,000

)

Net cash from financing activities

(1,000,000

)

(1,000,000

)

(Decrease)/increase in cash and cash equivalents

(1,123,668

)

2,041,542

Cash and cash equivalents at beginning of year

2

3,595,183

1,553,641

Cash and cash equivalents at end of year

2

2,471,515

3,595,183

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.3.25

31.3.24

£

£

(Loss)/profit before taxation

(252,028

)

2,516,995

Depreciation charges

1,315,945

1,314,340

Finance costs

14

-

Finance income

(34,455

)

(3,569

)

1,029,476

3,827,766

(Increase)/decrease in stocks

(48,856

)

160,890

Decrease in trade and other debtors

665,379

384,636

Decrease in trade and other creditors

(781,871

)

(640,949

)

Cash generated from operations

864,128

3,732,343

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 31st March 2025

31.3.25

1.4.24

£

£

Cash and cash equivalents

2,471,515

3,595,183

Year ended 31st March 2024

31.3.24

1.4.23

£

£

Cash and cash equivalents

3,595,183

1,553,641

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.4.24

Cash flow

At 31.3.25

£

£

£

Net cash

Cash at bank

3,595,183

(1,123,668

)

2,471,515

3,595,183

(1,123,668

)

2,471,515

Total

3,595,183

(1,123,668

)

2,471,515

1.	STATUTORY INFORMATION

Onyx Scientific Limited is a private company, limited by shares and registered in England and Wales. The company's registered number is 03947634 and the registered office address can be found on the company information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

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

Tangible fixed assets

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

Improvements to property

-

10% on cost

Plant and machinery

-

at varying rates on cost and at variable rates on reducing balance

Fixtures and fittings

-

25% on reducing balance

Motor vehicles

-

25% on reducing balance

Computer equipment

-

25% on reducing balance

Investments in associates

Investments in associates is recognised at impaired cost.

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.

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Grants

Grants relating to revenue items are credited to the Profit and Loss Account in the same accounting period as the expenditure to which the grant relates. Grants in respect of Capital items are credited to to the Profit and Loss Account over the same period as the asset to which the grant relates is written off.

Stocks

Stocks and work in progress are valued at cost, determined on a first in first out basis, after making the appropriate allowance for obsolete and slow moving items.

Cost of work in progress consists of direct costs and an appropriate proportion of fixed and variable overheads.

Deferred tax

Deferred tax is recognised in respect of all material timing differences that have originated but have not reversed at the balance sheet date.

3.

TURNOVER

The turnover and loss (2024 - profit) before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

31.3.25

31.3.24

£

£

United Kingdom

5,794,977

8,127,459

America & Rest of World

1,202,731

1,961,800

Europe

3,936,211

3,923,600

10,933,919

14,012,859

4.	OTHER OPERATING INCOME

31.3.25

31.3.24

£

£

Grants

-

50,000

Insurance claims

-

33,414

-

83,414

5.	EMPLOYEES AND DIRECTORS

31.3.25

31.3.24

£

£

Wages and salaries

4,039,782

4,025,980

Social security costs

386,483

409,999

Other pension costs

133,952

307,440

4,560,217

4,743,419

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

31.3.25

31.3.24

Sales

3

2

Administration

24

23

Laboratory staff

91

91

118

116

31.3.25

31.3.24

£

£

Directors' remuneration

251,421

338,683

Directors' pension contributions to money purchase schemes

11,653

175,940

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

Money purchase schemes

2

3

Information regarding the highest paid director is as follows:

31.3.25

31.3.24

£

£

Emoluments etc

132,790

130,911

Pension contributions to money purchase schemes

3,715

52,475

6.	OPERATING (LOSS)/PROFIT

The operating loss (2024 - operating profit) is stated after charging/(crediting):

31.3.25

31.3.24

£

£

Other operating leases

356,890

331,917

Depreciation - owned assets

1,315,945

1,314,340

Auditors' remuneration

8,040

7,800

Foreign exchange differences

20,971

(10,858

)

In addition to being remunerated for audit work the auditors charged for payroll services in the amount of £7,043 (2023: £6,277).

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.3.25

31.3.24

£

£

Bank interest

14

-

8.

TAXATION

Analysis of the tax (credit)/charge

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

31.3.25

31.3.24

£

£

Current tax:

UK corporation tax

163,124

756,204

Deferred tax

(178,602

)

158,055

Tax on (loss)/profit

(15,478

)

914,259

Reconciliation of total tax (credit)/charge 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:

31.3.25

31.3.24

£

£

(Loss)/profit before tax

(252,028

)

2,516,995

(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

(63,007

)

629,249

Effects of:

Utilisation of tax losses

-

(29,151

)

Buildings - allowances in excess of depreciation

47,529

46,239

Effect of rate change on deferred tax

-

267,922

Total tax (credit)/charge

(15,478

)

914,259

9.

DIVIDENDS

31.3.25

31.3.24

£

£

Ordinary shares of £1

1,000,000

1,000,000

10.	TANGIBLE FIXED ASSETS

Improvements

Fixtures

to

Plant and

and

property

machinery

fittings

£

£

£

COST

At 1st April 2024

3,232,963

10,174,875

86,899

Additions

46,457

241,165

4,845

At 31st March 2025

3,279,420

10,416,040

91,744

DEPRECIATION

At 1st April 2024

1,511,411

5,991,540

62,224

Charge for year

241,665

1,028,476

7,439

At 31st March 2025

1,753,076

7,020,016

69,663

NET BOOK VALUE

At 31st March 2025

1,526,344

3,396,024

22,081

At 31st March 2024

1,721,552

4,183,335

24,675

Motor

Computer

vehicles

equipment

Totals

£

£

£

COST

At 1st April 2024

16,540

338,839

13,850,116

Additions

-

15,775

308,242

At 31st March 2025

16,540

354,614

14,158,358

DEPRECIATION

At 1st April 2024

8,287

202,824

7,776,286

Charge for year

2,063

36,302

1,315,945

At 31st March 2025

10,350

239,126

9,092,231

NET BOOK VALUE

At 31st March 2025

6,190

115,488

5,066,127

At 31st March 2024

8,253

136,015

6,073,830

11.	FIXED ASSET INVESTMENTS

Interest

in

associate

£

COST

At 1st April 2024

and 31st March 2025

720,935

NET BOOK VALUE

At 31st March 2025

720,935

At 31st March 2024

720,935