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Registration number: 03929804

IBSA PHARMA LIMITED
Annual Report and Financial Statements
for the Year Ended 31 December 2025

IBSA PHARMA LIMITED

Contents

Company Information | 1
Strategic Report | 2 to 3
Directors' Report | 4
Statement of Directors' Responsibilities | 5
Independent Auditor's Report | 6 to 8
Profit and Loss Account and Statement of Retained Earnings | 9
Balance Sheet | 10
Statement of Cash Flows | 11
Notes to the Financial Statements | 12 to 23

IBSA PHARMA LIMITED

Company Information

Directors | Mr. L Grassi Dr A Licenziati E Racca

Registered office | 4 - 6 Colonial Business Park Colonial Way Watford Hertfordshire England WD24 4PR

Bankers | National Westminster Bank 13 Stonehills Welwyn Garden City Hertfordshire AL8 6ND

Auditors | Rödl & Partner Limited 170 Edmund Street Birmingham B3 2HB

IBSA PHARMA LIMITED

Strategic Report for the Year Ended 31 December 2025

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

Principal activity

The principal activity of the company is IBSA Pharma Ltd is a private, UK-based pharmaceutical company that specialises in reproductive medicine. It is the exclusive UK distributor of the IBSA range of specialised medicines, used in fertility treatment. Staff work with doctors and clinicians from the UK's top NHS and private clinics, supplying medicines to those clinics and providing medicines directly to many clinic's patients through its pharmacy and home delivery service.

Fair review of the business

During 2025, the business has performed well in the year, achieving sales of £22.5m and a profit before tax of £0.56m, compared with sales of £20.5m and a profit before tax of £0.9m for the year ended 31st December 2024.
In 2025, IBSA Pharma continues to adopt the IBSA Group strategy to have a direct presence in markets across different therapeutic areas.

The company's key financial and other performance indicators during the year were as follows:

Financial KPIs | Unit | 2025 | 2024
Revenue | £ | 22,525,632 | 20,454,359
Gross profit | £ | 8,383,036 | 6,633,754
Profit for the financial year | £ | 411,883 | 673,371
Net assets | £ | 8,329,907 | 7,918,024
Cash | £ | 3,434,401 | 4,303,226

Principal risks and uncertainties

IBSA Pharma Ltd is in a competitive marketplace and principal risks continue to be from competitor pharmaceutical companies. The Fertility market in the UK is very well established and continues to grow, supported by developing social trends such as egg-banking.
The company operates in the highly regulated pharmaceutical industry. Costs related to regulatory and compliance activities are at risk of increasing. This is connected to BREXIT and increased requirements and increased time, for MHRA review.

Future developments

In terms of future developments, the company will continue to seek new products by leveraging the broader portfolio produced by the IBSA group.

Financial risk management

The company is exposed to a number of financial risks through its financial assets and liabilities.
The key business risks that affect the company are set out below:
Currency risk
The risk has been minimised as the majority of the company's suppliers are invoiced in the company's home currency, in addition the company invoices in its home currency.
Interest rate risk
This is negligible as the company has no borrowings.

IBSA PHARMA LIMITED

Strategic Report for the Year Ended 31 December 2025

Credit risk
The company has in place credit checks on potential customers and credit control procedures which it deems sufficient to recover trade debtors owed from customers.
Liquidity risk
The risk has been minimised as surplus funds are kept to sufficiently meet commitments as they fall due.

Approved and authorised by the Board on 13 February 2026 and signed on its behalf by:

......................................... Mr. L Grassi Director

IBSA PHARMA LIMITED

Directors' Report for the Year Ended 31 December 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Directors of the company

The directors who held office during the year were as follows:

Mr. L Grassi

Dr A Licenziati

E Racca

A Melli (resigned 30 September 2025)

Result and dividend

The profit for the year, after taxation, amounted to £411,883 (2024: £673,371).
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Reappointment of auditors

The auditors Rödl & Partner Limited are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Approved and authorised by the Board on 13 February 2026 and signed on its behalf by:

......................................... Mr. L Grassi Director

IBSA PHARMA LIMITED

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

• | select suitable accounting policies and apply them consistently;

• | make judgements and accounting estimates that are reasonable and prudent;

• | state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• | 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.

IBSA PHARMA LIMITED

Independent Auditor's Report to the Members of IBSA PHARMA LIMITED

Opinion

We have audited the financial statements of IBSA PHARMA LIMITED (the 'company') for the year ended 31 December 2025, which comprise the Statement of Income and Retained Earnings, Balance Sheet, Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• | give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit 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 auditor 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 director's 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 original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

IBSA PHARMA LIMITED

Independent Auditor's Report to the Members of IBSA PHARMA LIMITED

Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• | the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

• | adequate accounting records have not been kept, or 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 5], 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.

Auditor Responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

• | Enquiry of management, those charged with governance around actual and potential litigation and claims;
• | Enquiry of entity staff to identify any instances of non-compliance with laws and regulations;
• | Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
• | 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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

IBSA PHARMA LIMITED

Independent Auditor's Report to the Members of IBSA PHARMA LIMITED

As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control.

• | Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• | Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.

• | Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• | Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the company audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
Imran Farooq (Senior Statutory Auditor)
For and on behalf of Rödl & Partner Limited, Statutory Auditor
170 Edmund Street
Birmingham
B3 2HB

13 February 2026

IBSA PHARMA LIMITED

Statement of Income and Retained Earnings for the Year Ended 31 December 2025

| Note | 2025 £ | 2024 £
Turnover | 3 | 22,525,632 | 20,454,359
Cost of sales |  | (14,142,596) | (13,820,605)
Gross profit |  | 8,383,036 | 6,633,754
Distribution costs |  | (366,403) | (325,376)
Administrative expenses |  | (7,553,835) | (5,536,841)
Other operating income | 4 | 4,635 | 13,484
Operating profit | 6 | 467,433 | 785,021
Interest receivable and similar income | 7 | 35,031 | 80,512
Gain on revaluation of investments |  | 52,807 | 42,840
Profit before tax |  | 555,271 | 908,373
Taxation | 11 | (143,388) | (235,002)
Profit for the financial year |  | 411,883 | 673,371
Retained earnings brought forward |  | 7,917,924 | 7,244,553
Retained earnings carried forward |  | 8,329,807 | 7,917,924

The above results were derived from continuing operations.
The company has no recognised gains or losses for the year other than the results above.

IBSA PHARMA LIMITED

(Registration number: 03929804)
Balance Sheet as at 31 December 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Intangible assets | 12 | 50,068 | 75,068
Tangible assets | 13 | 127,435 | 98,992
Investments | 14 | 464,300 | 411,493
|  | 641,803 | 585,553
Current assets |  |  |
Stocks | 15 | 4,924,710 | 5,436,093
Debtors | 16 | 3,152,738 | 2,668,456
Cash at bank and in hand | 17 | 3,434,401 | 4,303,226
|  | 11,511,849 | 12,407,775
Creditors: Amounts falling due within one year | 18 | (3,764,392) | (5,024,002)
Net current assets |  | 7,747,457 | 7,383,773
Total assets less current liabilities |  | 8,389,260 | 7,969,326
Provisions for liabilities | 19 | (59,353) | (51,302)
Net assets |  | 8,329,907 | 7,918,024
Capital and reserves |  |  |
Called up share capital |  | 100 | 100
Retained earnings |  | 8,329,807 | 7,917,924
Shareholders' funds |  | 8,329,907 | 7,918,024

Approved and authorised by the Board on 13 February 2026 and signed on its behalf by:

......................................... Mr. L Grassi Director

IBSA PHARMA LIMITED

Statement of Cash Flows for the Year Ended 31 December 2025

| Note | 2025 £ | (As restated) 2024 £
Cash flows from operating activities
Profit for the year |  | 555,271 | 908,373
Adjustments to cash flows from non-cash items |  |  |
Investment income | 7 | (52,807) | (42,840)
Amortisation and impairment of intangible assets | 6 | 25,000 | 24,932
Depreciation and impairment of tangible fixed assets | 6 | 48,986 | 42,563
Interest received |  | (35,031) | (57,581)
Other gains/(losses) |  | 3,178 | -
|  | 544,597 | 875,447
Working capital adjustments |  |  |
Decrease/(increase) in stocks | 15 | 511,383 | (2,577,944)
Increase in trade debtors | 16 | (619,619) | (360,455)
(Decrease)/increase in trade creditors | 18 | (1,259,610) | 36,294
Cash generated from operations |  | (823,249) | (2,026,658)
Income taxes paid | 11 | - | (515,931)
Net cash flow from operating activities |  | (823,249) | (2,542,589)
Cash flows from investing activities |  |  |
Acquisition of intangible assets | 12 | - | (100,000)
Acquisitions of tangible assets |  | (90,607) | (17,545)
Interest received | 7 | 35,031 | 57,581
Proceeds from sale of tangible assets |  | 10,000 | -
Net cash flows from investing activities |  | (45,576) | (59,964)
Net decrease in cash and cash equivalents |  | (868,825) | (2,602,553)
Cash and cash equivalents at 1 January |  | 4,303,226 | 6,905,779
Cash and cash equivalents at 31 December |  | 3,434,401 | 4,303,226

IBSA PHARMA LIMITED

Notes to the Financial Statements for the Year Ended 31 December 2025

1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
4 - 6 Colonial Business Park
Colonial Way
Watford
Hertfordshire
England
WD24 4PR

These financial statements were authorised for issue by the Board on 13 February 2026.

2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The presentation currency of these financial statements is Sterling. All amounts have been rounded to the nearest £1.

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Judgements and key sources of estimation uncertainty

In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgement (apart from those involving estimates) has had the most significant effect on amounts recognised in the financial statements.
Current and deferred taxation
The complex nature of the tax legislation under which the Company operates necessitates the use of estimates and assumptions in assessing the tax amounts provided in the financial statements. Actual tax payable may differ from the amounts provided.

IBSA PHARMA LIMITED

Notes to the Financial Statements for the Year Ended 31 December 2025

Revenue recognition

Turnover is recognised at the fair value of the consideration received or receivable for:
• Pharmaceutical goods provided in the normal course of business, and is shown net of VAT and other sales related taxes at the point of dispatch and:
• Goods provided in the normal course of business, and is shown net of VAT and other sales related taxes at the point of dispense.
The fair value of consideration takes into account trade discounts and volume rebates.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

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

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 taxable income.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Furniture, fittings and equipment | 25% straight line
Motor vehicles | 25% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

IBSA PHARMA LIMITED

Notes to the Financial Statements for the Year Ended 31 December 2025

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Intangible assets

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class | Amortisation method and rate
Website and application | 25% straight line

Fixed asset investments

Fixed asset investments are initially measured at cost and subsequently measured at fair value through the profit and loss account.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are 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.

IBSA PHARMA LIMITED

Notes to the Financial Statements for the Year Ended 31 December 2025

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

IBSA PHARMA LIMITED

Notes to the Financial Statements for the Year Ended 31 December 2025

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

IBSA PHARMA LIMITED

Notes to the Financial Statements for the Year Ended 31 December 2025

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge. Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on cquity instruments are recogmised as liabilities once they are no longer at the discrction of the company.

3 | Turnover

The analysis of the company's turnover for the year from continuing operations is as follows:

| 2025 £ | 2024 £
Fertility Sales | 22,525,632 | 20,454,359

4 | Other operating income

The analysis of the company's other operating income for the year is as follows:

| 2025 £ | 2024 £
Sale of services and other expenses recharged | 4,635 | 13,484

5 | Gain/(losses) on financial instruments

The analysis of the company's other gains and losses for the year is as follows:

| 2025 £ | 2024 £
Change in value of financial assets held at fair value through profit or loss | 52,807 | 42,840

6 | Operating profit

Arrived at after charging/(crediting)

| 2025 £ | 2024 £
Depreciation expense | 48,986 | 42,564
Amortisation expense | 25,000 | 24,932
Foreign exchange losses/(gains) | 112 | (7,925)

IBSA PHARMA LIMITED

Notes to the Financial Statements for the Year Ended 31 December 2025

7 | Other interest receivable and similar income

| 2025 £ | 2024 £
Interest on bank deposits | 35,031 | 57,581
Other interest income | - | 22,931
| 35,031 | 80,512

8 | Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

| 2025 £ | 2024 £
Wages and salaries | 3,008,116 | 2,274,954
Social security costs | 405,370 | 265,064
Pension costs, defined contribution scheme | 422,824 | 307,926
| 3,836,310 | 2,847,944

The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:

| 2025 No. | 2024 No.
Admin | 17 | 19
Distribution | 4 | 3
Marketing | 4 | 2
Pharmacy | 2 | 3
Sales | 16 | 7
Senior Management | 6 | 6
| 49 | 40

9 | Directors' remuneration

Remuneration for the directors in both the current and prior period has been borne by Institit Biochimique SA and no recharge is made to the company in respect of that remuneration.

10 | Auditors' remuneration

| 2025 £ | 2024 £
Audit of the financial statements | 18,000 | 14,200
Other fees to auditors |  |
All other assurance services | 3,800 | 3,600

The company has entered into a liability limitation agreement with the company’s auditor which was approved on 14th July 2025. The principal terms of the agreement are fair and reasonable.

IBSA PHARMA LIMITED

Notes to the Financial Statements for the Year Ended 31 December 2025

11 | Taxation

Tax charged/(credited) in the profit and loss account

| 2025 £ | 2024 £
Current taxation |  |
UK corporation tax | 143,616 | 230,319
UK corporation tax adjustment to prior periods | (8,279) | -
| 135,337 | 230,319
Deferred taxation |  |
Arising from origination and reversal of timing differences | 8,051 | 4,683
Tax expense in the income statement | 143,388 | 235,002

The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2024 - the same as the standard rate of corporation tax in the UK) of 25% (2024 - 25%).
The differences are reconciled below:

| 2025 £ | 2024 £
Profit before tax | 555,271 | 908,373
Corporation tax at standard rate | 140,700 | 227,093
Effect of expense not deductible in determining taxable profit (tax loss) | (4,425) | 7,818
Gains not taxable | (8,279) | (10,620)
Change in unrecognized deferred tax assets | (4,060) | 4,683
Depreciation on assets not qualifying for tax allowances | 19,452 | 6,028
Total tax charge | 143,388 | 235,002

Deferred tax

Deferred tax assets and liabilities

2025 | Liability £
Accelerated capital allowances | 20,978
Revaluations | 38,375
| 59,353

2024 | Liability £
Accelerated capital allowances | 22,244
Revaluations | 29,058
| 51,302

Included in the deferred liability set out above is £21,167 relating to accelerated capital allowances. Of this figure it is expected that £22,244 will reverse in the next 12 months. The remaining deferred tax liability relates to the value of listed investments, the tax on which will not crystalize until the investments are sold.

IBSA PHARMA LIMITED

Notes to the Financial Statements for the Year Ended 31 December 2025

12 | Intangible assets

| Website and application £ | Total £
Cost
At 1 January 2025 | 100,000 | 100,000
At 31 December 2025 | 100,000 | 100,000
Amortisation
At 1 January 2025 | 24,932 | 24,932
Amortisation charge | 25,000 | 25,000
At 31 December 2025 | 49,932 | 49,932
Carrying amount
At 31 December 2025 | 50,068 | 50,068
At 31 December 2024 | 75,068 | 75,068

13 | Tangible assets

| Furniture, fittings and equipment £ | Motor vehicles £ | Total £
Cost
At 1 January 2025 | 247,343 | 52,000 | 299,343
Additions | 39,682 | 50,925 | 90,607
Disposals | - | (52,000) | (52,000)
At 31 December 2025 | 287,025 | 50,925 | 337,950
Depreciation
At 1 January 2025 | 169,329 | 31,022 | 200,351
Charge for the year | 36,059 | 12,927 | 48,986
Eliminated on disposal | - | (38,822) | (38,822)
At 31 December 2025 | 205,388 | 5,127 | 210,515
Carrying amount
At 31 December 2025 | 81,637 | 45,798 | 127,435
At 31 December 2024 | 78,014 | 20,978 | 98,992

IBSA PHARMA LIMITED

Notes to the Financial Statements for the Year Ended 31 December 2025

14 | Investments

| 2025 £ | 2024 £
Listed investments | 464,300 | 411,493

| £
Cost or valuation
At 1 January 2025 | 411,493
Valuation changes | 52,807
At 31 December 2025 | 464,300
Carrying amount
At 31 December 2025 | 464,300
At 31 December 2024 | 411,493

15 | Stocks

| 2025 £ | 2024 £
Finished goods and goods for resale | 4,924,710 | 5,436,093

16 | Debtors

Due within one year | 2025 £ | 2024 £
Trade debtors | 1,523,712 | 1,546,642
Corporation tax recoverable | 369,604 | 504,941
Other debtors | 578,166 | 348,342
Prepayments and accrued income | 681,256 | 268,531
| 3,152,738 | 2,668,456

17 | Cash and cash equivalents

| 2025 £ | 2024 £
Cash on hand | - | 279
Cash at bank | 3,434,401 | 4,302,947
| 3,434,401 | 4,303,226

IBSA PHARMA LIMITED

Notes to the Financial Statements for the Year Ended 31 December 2025

18 | Creditors

| 2025 £ | 2024 £
Due within one year |  |
Trade creditors | 2,871,013 | 4,074,253
Social security and other taxes | 29,295 | 312,952
Other payables | 759 | 702
Accruals | 863,325 | 636,095
| 3,764,392 | 5,024,002

The company's credit card facilities are secured with a fixed and floating charge over the company's assets.

19 | Provisions for liabilities

| Deferred tax £ | Total £
At 1 January 2025 | 51,302 | 51,302
Increase (decrease) in existing provisions | 8,051 | 8,051
At 31 December 2025 | 59,353 | 59,353

20 | Pension and other schemes

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £422,824 (2024 - £307,926).

21 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary shares of £1 each | 100 | 100 | 100 | 100

22 | Obligations under leases and hire purchase contracts

Operating leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 210,643 | 202,398
Later than one year and not later than five years | 813,303 | 266,667
| 1,023,946 | 469,065

The amount of non-cancellable operating lease payments recognised as an expense during the year was £244,284 (2024 - £203,475).

IBSA PHARMA LIMITED

Notes to the Financial Statements for the Year Ended 31 December 2025

23 | Financial instruments

Carrying amount of financial assets | 2025 £ | 2024 £
Debt instruments measured at amortised cost | 1,540,211 | 1,556,087
Instruments measured at fair value through profit and loss | 464,300 | 411,493

Carrying amount of financial liabilities |  |  |
Measured at amortised cost | 3,738,836 |  | 4,711,050

24 | Parent and ultimate parent undertaking

The company's immediate parent is IBSA Institut Biochimique SA, incorporated in Switzerland.
The ultimate parent is IBSA Holding SA, incorporated in Switzerland.
The ultimate controlling party is DR Artuto Licenziati.

The parent of the largest group in which these financial statements are consolidated is IBSA Holding SA, incorporated in Switzerland.

The parent of the smallest group in which these financial statements are consolidated is IBSA Institut Biochimique SA, incorporated in Switzerland.