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Registered number: 10259085 VYGORIS LIMITED UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
VYGORIS LIMITED CONTENTS
| Page
Accountants' report | 1
Balance sheet | 2 - 3
Notes to the financial statements | 4 - 9
VYGORIS LIMITED CHARTERED ACCOUNTANTS' REPORT TO THE DIRECTOR ON THE PREPARATION OF THE UNAUDITED STATUTORY FINANCIAL STATEMENTS OF VYGORIS LIMITED FOR THE YEAR ENDED 30 SEPTEMBER 2025 In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Vygoris Limited for the year ended 30 September 2025 which comprise the balance sheet and the related notes from the Company's accounting records and from information and explanations you have given us. As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at https://www.icaew.com /regulation. This report is made solely to the director of Vygoris Limited in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the financial statements of Vygoris Limited and state those matters that we have agreed to state to the director of Vygoris Limited in this report in accordance with ICAEW Technical Release TECH07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Vygoris Limited and its director for our work or for this report. It is your duty to ensure that Vygoris Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of Vygoris Limited. You consider that Vygoris Limited is exempt from the statutory audit requirement for the year. We have not been instructed to carry out an audit or review of the financial statements of Vygoris Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements. BAGINSKY COHEN 930 HIGH ROAD LONDON N12 9RT 19 February 2026 Page 1
VYGORIS LIMITED REGISTERED NUMBER: 10259085 BALANCE SHEET AS AT 30 SEPTEMBER 2025
| 2025 | 2025 | 2024 | 2024
Note | £ | £ | £ | £
Current assets |  |  |  |  |
Stocks | 5 | 34,613 |  | 381,372 |
Debtors: amounts falling due after more than one year | 6 | 2,692,602 |  | 2,692,602 |
Debtors: amounts falling due within one year | 6 | 5,955,813 |  | 2,534,321 |
Cash at bank and in hand | 7 | 1,601,192 |  | 1,783,658 |
|  | 10,284,220 |  | 7,391,953 |
Creditors: amounts falling due within one year | 8 | (3,326,649) |  | (3,825,001) |
Net current assets |  |  | 6,957,571 |  | 3,566,952
Total assets less current liabilities |  |  | 6,957,571 |  | 3,566,952
Creditors: amounts falling due after more than one year | 9 |  | (8,469,383) |  | (7,982,926)
Net liabilities |  |  | (1,511,812) |  | (4,415,974)
Capital and reserves |  |  |  |  |
Called up share capital | 10 |  | 2,421,126 |  | 2,421,126
Profit and loss account |  |  | (3,932,938) |  | (6,837,100)
|  |  | (1,511,812) |  | (4,415,974)
Page 2
VYGORIS LIMITED REGISTERED NUMBER: 10259085 BALANCE SHEET (CONTINUED) AS AT 30 SEPTEMBER 2025 The director considers that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006. The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements. The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf on 19 February 2026.
L. BERTHIER
Director
The notes on pages 4 to 9 form part of these financial statements. Page 3
VYGORIS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 1.ACCOUNTING POLICIES
| 1.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The following principal accounting policies have been applied:
| 1.2 | Going concern
The financial statements have been prepared under the going concern basis despite the deficiency of shareholders funds at the year end. The company's ability to continue trading as a going concern is dependent on the continued support of the company's lenders.
| 1.3 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Company has transferred the significant risks and rewards of ownership to the buyer; ∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably. Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 1.4 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. Page 4
VYGORIS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 1.ACCOUNTING POLICIES (CONTINUED)
| 1.5 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 1.6 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
| 1.7 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 1.8 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 1.9 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 1.10 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. Page 5
VYGORIS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
2. | JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the company's accounting policies, which are described in note 1, management is required to make judgments, estimates and assumptions about the carrying value of assets and liabilities thta arfe not readily apparent from other sources. The estimates and underlying 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 reviewes on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
3. | EMPLOYEES
| The average monthly number of employees, including directors, during the year was 4 (2024 - 4).
Page 6
VYGORIS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
4. | TAXATION
|  |  |  |  | 2025
|  |  |  |  | £
| Total current tax | -
| FACTORS AFFECTING TAX CHARGE FOR THE YEAR
| The tax assessed for the year is the same as (2024 - the same as) the standard rate of corporation tax in the UK of 19% (2024 - 19%) as set out below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 2,904,162 | 640,942
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2024 - 19%) | 551,791 | 121,779
| Effects of: |  |
| Utilisation of tax losses | (551,791) | (121,779)
| Total tax charge for the year | - | -
5. | STOCKS
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Finished goods and goods for resale | 34,613 | 381,372
|  | 34,613 | 381,372
Page 7
VYGORIS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
6. | DEBTORS
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Due after more than one year |  |
| Other debtors | 2,692,602 | 2,692,602
|  | 2,692,602 | 2,692,602
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Due within one year |  |
| Other debtors | 129,885 | 129,885
| Prepayments and accrued income | 22,822 | 131,006
| Trade debtors | 5,803,106 | 2,273,430
|  | 5,955,813 | 2,534,321
7. | CASH AND CASH EQUIVALENTS
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 1,601,192 | 1,783,658
|  | 1,601,192 | 1,783,658
8. | CREDITORS: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other taxation and social security | 636,069 | 156,419
| Other creditors | - | 813
| Trade creditors | 2,690,580 | 3,667,769
|  | 3,326,649 | 3,825,001
9. | CREDITORS: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed to group undertakings | 8,469,383 | 7,982,926
Page 8
VYGORIS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
10. | SHARE CAPITAL
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 2,421,126 (2024 - 2,421,126) ordinary shares of £1.00 each | 2,421,126 | 2,421,126
11. | PENSION COMMITMENTS
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £20,776.02 (2024 - £11,067.58).
12. | RELATED PARTY TRANSACTIONS
| The balance owing to Substipharm SAS at the year end was £8,469,383 (2024 - £7,982,926).
13. | ULTIMATE CONTROLLING PARTY
The parent company is Substipharm SAS, a company incorporated in France.
Page 9