REGISTERED NUMBER: 04951981 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST MARCH 2025

FOR

IPCA LABORATORIES UK LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

DIRECTORS:

Dr D J Londesbrough

M Jain

SECRETARY:

N V Lane

REGISTERED OFFICE:

Units 97-98 Silverbriar

Sunderland Enterprise Park East

Sunderland

Tyne and Wear

SR5 2TQ

REGISTERED NUMBER:

04951981 (England and Wales)

AUDITORS:

Leesing Marrison Lee Limited

Chartered Certified Accountants

Statutory Auditors

46 Main Street

Mexborough

South Yorkshire

S64 9DU

The directors present their strategic report of the company and the group for the year ended 31st March 2025.

The group consists of Ipca Laboratories UK Limited and its 100% owned subsiduary Onyx Scientific Limited.

Both companies have achieved godd sales revenue with growth predicted to continue.

BUSINESS REVIEW AND FINANCIAL KEY PERFORMANCE INDICATORS

Financial key performance indicators are set out below:

2025

2024

£

£

Financial performance

Revenue

22,560

25,646

Operating (Loss)/Profit

(1,332)

2,965

(Loss)/Profit for the financial year

(1,317)

2,050

The group continues to have a diverse geographically spread portfolio.

The group companies continues to experience strong interest in the business offering.

Other key performance indicators

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

Future outlook

Based upon the current order position, the directors are confident that the group will continue to increase sales and profitability.

PRINCIPAL RISKS AND UNCERTAINTIES

The group companies are 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. Ipca mitigates this risk through investment in robust security controls and procedures, security testing arrangements and ongoing employee training.

Trading risk I 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 group 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 group 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 uncontrollable pressure on the company's profitability.

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

The directors of Ipca - 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 Ipca work closely with the group board of it's parent company Ipca Laboratories 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 and the group for the year ended 31st March 2025.

DIVIDENDS

No dividends will be distributed for the year ended 31st March 2025.

DIRECTORS

M Jain has held office during the whole of the period from 1st April 2024 to the date of this report.

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 Group 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group'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 IPCA Laboratories UK Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st March 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated 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 group's and of the parent company affairs as at 31st March 2025 and of the group's 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 group 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 group's and the parent 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 Group 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 Group 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 Group 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company 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 group's and the parent 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 group or the parent 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 (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

22,560,712

25,645,799

Cost of sales

17,565,977

16,734,976

GROSS PROFIT

4,994,735

8,910,823

Administrative expenses

6,361,614

6,033,043

(1,366,879

)

2,877,780

Other operating income

-

83,414

OPERATING (LOSS)/PROFIT

4

(1,366,879

)

2,961,194

Interest receivable and similar income

34,455

3,569

(1,332,424

)

2,964,763

Interest payable and similar expenses

5

14

-

(LOSS)/PROFIT BEFORE TAXATION

(1,332,438

)

2,964,763

Tax on (loss)/profit

6

(15,478

)

914,259

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(1,316,960

)

2,050,504

(Loss)/profit attributable to:

Owners of the parent

(1,316,960

)

2,050,504

(LOSS)/PROFIT FOR THE YEAR

(1,316,960

)

2,050,504

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(1,316,960

)

2,050,504

Total comprehensive income attributable to:

Owners of the parent

(1,316,960

)

2,050,504

FIXED ASSETS

Tangible assets

8

5,093,813

6,096,684

Investments

9

Interest in associate

720,935

720,935

5,814,748

6,817,619

CURRENT ASSETS

Stocks

10

7,161,448

5,148,878

Debtors

11

4,993,437

6,255,874

Cash at bank

2,816,816

4,638,313

14,971,701

16,043,065

CREDITORS

Amounts falling due within one year

12

7,297,630

7,876,303

NET CURRENT ASSETS

7,674,071

8,166,762

TOTAL ASSETS LESS CURRENT LIABILITIES

13,488,819

14,984,381

PROVISIONS FOR LIABILITIES

13

773,289

951,891

NET ASSETS

12,715,530

14,032,490

CAPITAL AND RESERVES

Called up share capital

14

2,914,186

2,914,186

Retained earnings

15

9,801,344

11,118,304

SHAREHOLDERS' FUNDS

12,715,530

14,032,490

The financial statements were approved by the Board of Directors and authorised for issue on 21st May 2025 and were signed on its behalf by:

Dr D J Londesbrough - Director

FIXED ASSETS

Tangible assets

8

27,686

22,855

Investments

9

4,892,751

4,892,751

4,920,437

4,915,606

CURRENT ASSETS

Stocks

10

6,910,922

4,947,208

Debtors

11

2,656,661

3,363,992

Cash at bank

345,301

1,043,130

9,912,884

9,354,330

CREDITORS

Amounts falling due within one year

12

6,430,028

5,786,236

NET CURRENT ASSETS

3,482,856

3,568,094

TOTAL ASSETS LESS CURRENT LIABILITIES

8,403,293

8,483,700

CAPITAL AND RESERVES

Called up share capital

14

2,914,186

2,914,186

Retained earnings

15

5,489,107

5,569,514

SHAREHOLDERS' FUNDS

8,403,293

8,483,700

Company's (loss)/profit for the financial year

(80,407

)

1,447,767

The financial statements were approved by the Board of Directors and authorised for issue on 21st May 2025 and were signed on its behalf by:

Dr D J Londesbrough - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st April 2023

2,914,186

9,067,800

11,981,986

Changes in equity

Total comprehensive income

-

2,050,504

2,050,504

Balance at 31st March 2024

2,914,186

11,118,304

14,032,490

Changes in equity

Total comprehensive income

-

(1,316,960

)

(1,316,960

)

Balance at 31st March 2025

2,914,186

9,801,344

12,715,530

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st April 2023

2,914,186

4,121,747

7,035,933

Changes in equity

Total comprehensive income

-

1,447,767

1,447,767

Balance at 31st March 2024

2,914,186

5,569,514

8,483,700

Changes in equity

Total comprehensive income

-

(80,407

)

(80,407

)

Balance at 31st March 2025

2,914,186

5,489,107

8,403,293

Cash flows from operating activities

Cash generated from operations

1

(820,917

)

3,654,765

Interest paid

(14

)

-

Tax paid

(713,995

)

(128,570

)

Net cash from operating activities

(1,534,926

)

3,526,195

Cash flows from investing activities

Purchase of tangible fixed assets

(321,026

)

(592,942

)

Interest received

34,455

3,569

Net cash from investing activities

(286,571

)

(589,373

)

(Decrease)/increase in cash and cash equivalents

(1,821,497

)

2,936,822

Cash and cash equivalents at beginning of year

2

4,638,313

1,701,491

Cash and cash equivalents at end of year

2

2,816,816

4,638,313

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

31.3.25

31.3.24

£

£

(Loss)/profit before taxation

(1,332,438

)

2,964,763

Depreciation charges

1,323,326

1,320,033

Loss on disposal of fixed assets

571

-

Finance costs

14

-

Finance income

(34,455

)

(3,569

)

(42,982

)

4,281,227

Increase in stocks

(2,012,570

)

(2,374,993

)

Decrease/(increase) in trade and other debtors

1,269,707

(543,615

)

(Decrease)/increase in trade and other creditors

(35,072

)

2,292,146

Cash generated from operations

(820,917

)

3,654,765

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

2,816,816

4,638,313

Year ended 31st March 2024

31.3.24

1.4.23

£

£

Cash and cash equivalents

4,638,313

1,701,491

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.4.24

Cash flow

At 31.3.25

£

£

£

Net cash

Cash at bank

4,638,313

(1,821,497

)

2,816,816

4,638,313

(1,821,497

)

2,816,816

Total

4,638,313

(1,821,497

)

2,816,816

1.	STATUTORY INFORMATION

Ipca Laboratories UK Limited is a private company, limited by shares and registered in England and Wales.

The company's registered number is 04951981 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 associate undertakings are recognised at cost.

Stocks

Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

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

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

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

3.	EMPLOYEES AND DIRECTORS

31.3.25

31.3.24

£

£

Wages and salaries

4,489,950

4,356,884

Social security costs

440,758

451,061

Other pension costs

144,664

313,475

5,075,372

5,121,420

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

31.3.25

31.3.24

Sales

6

5

Administration

30

27

Laboratory staff

91

91

127

123

The average number of employees by undertakings that were proportionately consolidated during the year was 127 (2024 - 123 ) .

31.3.25

31.3.24

£

£

Directors' remuneration

251,421

338,683

Directors' pension contributions to money purchase schemes

11,653

175,940

Information regarding the highest paid director is as follows:

31.3.25

31.3.24

£

£

Emoluments etc

132,789

130,910

Pension contributions to money purchase schemes

3,714

52,475

4.	OPERATING (LOSS)/PROFIT

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

31.3.25

31.3.24

£

£

Other operating leases

379,343

369,814

Depreciation - owned assets

1,323,326

1,320,033

Loss on disposal of fixed assets

571

-

Auditors' remuneration

12,240

11,800

Foreign exchange differences

20,971

(10,858

)

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.3.25

31.3.24

£

£

Bank interest

14

-

6.

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

7.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

8.	TANGIBLE FIXED ASSETS

Group

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

12,395

Disposals

-

-

-

At 31st March 2025

3,279,420

10,416,040

99,294

DEPRECIATION

At 1st April 2024

1,511,412

5,991,540

62,224

Charge for year

241,665

1,028,476

8,292

Eliminated on disposal

-

-

-

At 31st March 2025

1,753,077

7,020,016

70,516

NET BOOK VALUE

At 31st March 2025

1,526,343

3,396,024

28,778

At 31st March 2024

1,721,551

4,183,335

24,675