REGISTERED NUMBER: 07186552 (England and Wales)

Strategic Report,

Report of the Directors and

Financial Statements

for the Year Ended 31 December 2025

for

Tillotts Pharma UK Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

8

Income Statement

10

Other Comprehensive Income

11

Balance Sheet

12

Statement of Changes in Equity

13

Cash Flow Statement

14

Notes to the Cash Flow Statement

15

Notes to the Financial Statements

16

DIRECTORS:

Mrs L Robinson

Mr J Thorpe

Mr A S Hill

SECRETARIES:

Mrs L Robinson

Bird & Bird Company Secretaries Limited

REGISTERED OFFICE:

Larbourne Suite The Stables

Wellingore Hall

Wellingore

Lincolnshire

LN5 0HX

REGISTERED NUMBER:

07186552 (England and Wales)

SENIOR STATUTORY AUDITOR:

James Sewell BA (Hons) FCA CTA

AUDITORS:

Wright Vigar Limited

Statutory Auditors

Chartered Accountants & Business Advisers

15 Newland

Lincoln

Lincolnshire

LN1 1XG

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

REVIEW OF BUSINESS

Key performance indicators

Key performance indicators used to monitor and measure the effectiveness and productivity of the company include:

Financial performance

In 2025 Tillotts Pharma UK grew by 6% over 2024 and achieved sales revenue of £65.6 million before rebates, this is the 13th consecutive year of growth. The extent of forecast growth in a key market failed to materialize, and although growth was achieved it was insufficient to achieve original forecast growth of 11%.

Direct sale expenses significantly decreased by £4.5 million in 2025 compared to the previous year because the rate of rebate applied in the Prescription Price Regulatory Statutory Scheme (PPRS) was 10.6% in 2025 compared to 21.9% in 2024. A substantial refund of £2.25 million from the 2023 scheme was received in March 2025, and a further but much smaller refund is due in 2026. Regarding the PPRS Statutory Scheme, mitigatory measures taken in 2023 were maintained and continued in 2025. The effect of these mitigations was to reduce the effective rebate rate to 7.7% of sales revenue. The 2024 Voluntary Scheme remained unattractive to Tillotts Pharma UK and in 2025 Tillotts Pharma UK participated in the Statutory Scheme. The terms of the 2024 Voluntary Scheme are such that leaving or joining the scheme is only possible once a year at the beginning of the new year. Tillotts Pharma UK Directors will review the scheme again in late 2025 to assess the best course for 2026.

The cost of the Statutory Scheme rebate after mitigations came in at £5.03 million.

Operating expenses were £15.2 million which was £3.5 million below 2024, a reduction of 23% and 80% budget.

There were no bad debts in 2025.

Cash flow in 2025 was robust with substantial reserved on deposit.

Sales performance

Sales revenue of £65.6 million comes from two income streams, 70% from the IBD portfolio and 30% from the anti-infective portfolio.

Ex-factory sales of Octasa in 2025 were £46.3 million which was 100% of forecast.

Sales of Octasa 800 generated revenue of £31.5 million which is 48% of total sales income. The Octasa brand is the market leading mesalazine in the UK with a cash market share exceeding 40%.

The market for oral budesonide is in decline, with generic alternatives and earlier use of biologic and bio-similar treatments eroding the market.

Ex-factory sales of fidaxomicin grew by 11% in 2025 with sales value exceeding £17 million.

Supply performance

Continuing uncertainties at the manufacturing site caused supply chain during challenges in 2025, however continuity of supply of all pack sizes and strengths of all medications was maintained throughout the year.

Supply uncertainties are likely to continue into 2026.

The single wholesaler "Solus" supply model has continued to deliver good value and service, with fewer local depot out of stock reports than in 2024.

Financial position at the reporting date

Net assets have increased from £10.8 million to £12.9 million reflecting the profit recognised in the year.

FUTURE OUTLOOK

Trading conditions are challenging, the toughest for decades and made more so by the 2024 Voluntary Scheme for Branded Medicines Pricing and Access (PPRS) levy.

The mesalazine market is under a lot of pressure from new small-molecule market entrants and the increased availability of low-cost bio-similar treatments for ulcerative colitis. The approximate market value of the mesalazine sector is £97 million per annum and Octasa is now a mature brand and market leader in the UK. Growth in Octasa sales will be single digit as range extension and growth opportunity is limited, with downward pressure on the mesalazine sector.

Within the Octasa brand range Octasa 1600 is performing well and growing at +25%, and Octasa 1g suppository is growing at +32%. Octasa 400mg is now the only 400mg mesalazine tablet available in the UK and has benefitted from the withdrawal of Asacol 400 and Zintasa from the UK in 2024, Octasa 400 has now absorbed these sales. Octasa 800mg is the cornerstone of Tillotts business in the UK, single digit growth is forecast for 2026.

Entrance to the supply chain of two generic oral budesonide capsule preparations has commoditised this sector of the market, the average selling price is now around one third of the original selling price.The trend for earlier intervention with biologic and bio similar therapies has also reduced demand for steroidal interventions.

In 2026 Tillotts no longer expects to see further significant growth in the use of fidaxomicin as the incidence of clostridioides difficile infection appears to have peaked in 2024, and NHS treatment guidelines are encouraging earlier use of fidaxomicin than previously.

PRINCIPAL RISKS AND UNCERTAINTIES

Management continually monitor the key risks facing the company together with assessing the controls used for managing these risks. The board of directors formally reviews and documents the principal risks facing the business at least annually. The principal risks and uncertainties facing the company are as follows:

-

VPAG: Changes in the scheme have reduced the rebate rates, however they remain at levels that are unsustainably high in the long-term which will cause further mitigation to be taken.

-

Supply chain uncertainties are improving and it is anticipated that by mid-2026 the situation will have improved significantly.

-

The risk of parallel import of Tillotts Asacol has increased as a consequence of the change to the single wholesaler model. Tillotts will continuously monitor for the grant of parallel import license.

-

Loss of Key personnel: Unaffordable wage expectations, the cost-of-living crisis has increased sensitivity about wage levels, Tillotts Pharma UK has key personnel who are at heightened risk of loss, recruiters have targeted Tillotts when scouting for talent, loss of key personnel due to salary pressure is a significant threat.

-

Loss of exclusivity of fidaxomicin remains a significant uncertainty that challenges the business.

-

Adverse economic pressures are likely to increase the risk of loss of key service providing agencies.

SECTION 172(1) STATEMENT

The board of directors have always acted in the way they consider, in good faith, would be most likely to promote the success of the group for the benefit of its members as a whole, having regard to the shareholder and stakeholders and matters set out in s172( 1) (a) - (f) of the Companies Act 2006, in the decisions taken during the year ended 31 December 2025.

Human Resources and Key Personnel

Key personnel are identified as critical for the future performance of the business, functional developmental and professional training has been offered to these key personnel. A graduate recruitment programme has been running for several years, with several employees that joined the organization through this scheme now in managerial roles and sharing their experience in the wider local economy through local government engagement schemes.

Tillotts Pharma UK duty of care toward employees was extended in 2025 through an employee support programme including long-term financial planning, health (including mental health) awareness initiatives and flexibility for employees to work from home, this was added to in 2025 with the introduction of a salary sacrifice car lease scheme for electric vehicles and with increased flexibility in the company pension scheme. In 2024 a new employee benefit of Heath Screening was made available for all staff with 5 years' service or more, this will continue.

Governance and Social Responsibility

Tillotts Pharma UK arc an active member of the business economy in Lincolnshire and within the health care community nationally. Tillotts support local educational institutes, providing input to education and employment forums locally. Tillotts are active members of the trade body Ethical Medicines Industry Group (EMIG) and Institute of Directors. Tillotts have an employee led Environmental and Social Responsibility committee who look for novel ways that Tillotts can contribute to our community. In 2025 Tillotts set up the Chronic Cost campaign, with the objective of improving access to medicines for patients with IBD, this included a launch event held in the House of Lords.

Charitable activity

During 2025 Tillotts have supported various charitable organisations involved in the care of patients with inflammatory bowel diseases, and supported the set-up of a not for profit organisation for professionals and patients involved in Clostridioides Difficile infection.

Engagement with Suppliers, Customers and Others

The company aims to have positive and strong business relationships with key stakeholders, such as customers and suppliers, to ensure long term sustainable value. The directors and management teams deal directly with the engagement of the customers and suppliers in relation to the business.

ON BEHALF OF THE BOARD:

Mr J Thorpe - Director

8 April 2026

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the wholesaling promotion and supply of the group's medicinal products to healthcare professionals working in the medical disciplines of gastroenterology, microbiology, NHS procurement agencies, NHS commissioning bodies, and UK pharmaceutical wholesale supply chain. All functions performed by TPUK are subject to the regulatory authority of the MHRA, all promotional activity is subject to the ABPI / PMCPA code of practice.

DIVIDENDS

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

DIRECTORS

The director shown below held office during the whole of the period from 1 January 2025 to the date of this report:

Jeremy Thorpe

Lisa Robinson

The director shown below joined the board in March 2025:

Adrian Hill

FINANCIAL INSTRUMENTS

Treasury operations and financial instruments

The company's principal financial instruments include cash balances and borrowings from the parent company, the main purpose of which are to provide working capital for the company's operations. I addition, the company has various other financial assets and liabilities such as stock of finished product, trade receivables, and trade payables arising directly from its operations.

Liquidity Risk

The company manages its cash and borrowing requirements in order to ensure that the company has sufficient liquid resources to meet the operating needs of its business.

Interest Rate Risk

The company is exposed to cash flow interest rate risk on its floating rate deposit and fixed rate borrowing from the parent company. The company regularly monitors both the sums on deposit and those due to the parent company in order to minimise the risk.

Foreign Currency Risk

The company's principal foreign currency exposures arise from trading operations in overseas countries. The company does not believe this risk requires active management due to the small sums involved.

Price and Credit Risk

The company sets its prices in accordance with the prevailing economic and market conditions. The NHS uses price control mechanisms and rebates to control NHS expenditure on branded medicines and operates price controls on established medicines, which means that it is extremely unlikely that Tillotts would be able to justify to the satisfaction of the Department of Health, a price increase for products already on the market. The company participated in the 2025 Statutory Scheme for Branded Medicines Pricing and Access. Mitigations to offset the cost of the statutory scheme were implemented and payments under this scheme were minimised.

Credit terms are strictly controlled and sums due are collected in accordance with their terms. Credit risk assessments are conducted for all new customers and credit risk insurance has been considered but not taken.

STREAMLINED ENERGY AND CARBON REPORTING

As part of the new streamlines energy and carbon reporting (SECR) framework the company is committed to adhering to the new regulatory guidance on reducing GHG emission levels. Trend analysis will develop in future years to allow benchmarking against similar sized businesses within the industry.

The quantity of emissions of carbon dioxide (Co2) equivalent resulting from the company's activities during the year ended 31 December 2025 are:

2025

2024

tCO2e

kWh

tCO2e

kWh

Direct emissions

1

7,398

1

7,042

Indirect emissions

4

17,208

3

16,379

Other indirect emissions

249

211,466

193

220,149

Total gross CO2e based on above

254

236,072

198

243,569

Total kWh per pack sold

0.18

0.20

The carbon accounting and reporting approach used follows the 2019 HM Government Environmental Reporting Guidelines, including the GHG Reporting Protocol - Corporate Standard and the 2022 UK Government's Conversion Factors for company reporting.

Our emissions inventory includes all Scope 1 and 2 emissions as well as the categories "upstream transportation and distribution", "waste generated in operations", "business travel" and "employee commuting" in Scope 3. The "downstream transportation and distribution" category could not be analysed due to a lack of data. We will work together with our customers to improve the data situation and data collection regarding CO2e emissions in order to be able to report on this category in future. Nevertheless, estimations show that the category is not a material driver of our carbon footprint.

To achieve our group-wide net zero commitment, Tillotts Pharma UK have additionally set ourselves the following medium-term carbon emissions reduction target. We are striving to reduce our carbon emissions to 140 tCO2e in 2030. This is a reduction of 26%, while maintaining steady growth in sales.

Carbon Reduction Projects

Completed carbon reduction initiatives:

-

Establishment of a Sustainability Leadership Team for the entire group of companies (TPG).

-

Tree planting initiative.

-

Cooperation with the landlord for the installation of electric charging points in the office car park.

-

Reducing emissions from business trips and commuting by actively promoting working from home and increasing the use of online customer meetings instead of on-site appointments.

-

Strong encouragement of use of train travel for longer journeys.

Planned carbon reduction initiatives

The sustainability target can only be achieved through ambitious and comprehensive measures that require the active cooperation of our employees including:

-

A new company car lease scheme to be effective from the beginning of 2025 specifically and solely for electric vehicles only.

-

Workshops to identify a broad portfolio of projects and measures, which were assessed based on their feasibility as well as their impact and divided into 4 categories relating to their planned implementation.

Immediate measures (2026)

-

Sustainability training to raise awareness among all employees.

-

Continued promotion of public transport and sustainable means of transport instead of climate-damaging subsidies (parking spaces, etc).

-

Transparent internal and external reporting of Carbon Reduction Plan.

-

Participate at "Cycle to Work Day" and encourage use of bicycles as a means of commuting from home to the office for locally based employees.

Short-term measures (2026-2028)

-

Inclusion of climate risks and opportunities in our risk management system.

-

Integration of climate considerations into companies' strategic decision-making processes.

-

Working with the owners of the rented office to measure electricity consumption and switch to 100% renewable energy.

-

Reduction of business travel through effective measurement and a sustainable travel policy as well as CO2 compensation for unavoidable business trips.

-

Work with transporters to understand their own emissions.

-

Encourage wholesaler to set their own carbon reduction targets and use electric delivery vans.

-

Work together with customers to improve the data collection regarding CO2e emissions in the category "downstream transportation and distribution".

Medium-term measures (2029-2030)

-

Group-wide introduction of the Corporate Sustainability Reporting Directive. This involves the implementation of a wide range of processes and key figures that we use to manage and track all sustainability issues.

-

Transparent internal and external reporting on our sustainability journey (strategy, processes. key figures, measures).

Long-term measures (from 2030)

-

Complete renunciation of fossil fuels in the fleet of the transport company.

-

Transition of product packaging to more sustainable and recyclable materials.

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;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

AUDITORS

The auditors, Wright Vigar Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr J Thorpe - Director

8 April 2026

Opinion

We have audited the financial statements of Tillotts Pharma UK Limited (the 'company') for the year ended 31 December 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 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 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 seven, 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:

In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

-

we obtained an understanding of the legal and regulatory frameworks applicable to the company and the sector in which they operate. We determined the following laws and regulations were the most significant: the Companies Act 2006, UK Corporate taxation laws, Medicines & Healthcare products regulations (including Wholesale Distribution Authorisation) and Department of Health and Social Care regulations (including The Voluntary Scheme 2024).

-

we obtained an understanding of how the company is complying with those legal and regulatory frameworks by making enquires to management. We corroborated our enquiries through our review of UK Leadership Team minutes, licensing data held on regulator's websites and recalculations of financial reports provided to regulators.

-

we ensured that identified laws and regulations were communicated within the audit team along with ensuring the audit team had appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations.

-

understanding how fraud might occur by:

-

making enquires of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

-

considering the internal controls in place to mitigate the risk of fraud and non-compliance with laws and regulations.

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.

James Sewell BA (Hons) FCA CTA (Senior Statutory Auditor)

for and on behalf of Wright Vigar Limited

Statutory Auditors

Chartered Accountants & Business Advisers

15 Newland

Lincoln

Lincolnshire

LN1 1XG

8 April 2026

TURNOVER

3

62,151,963

57,780,298

Cost of sales

52,534,200

46,690,674

GROSS PROFIT

9,617,763

11,089,624

Administrative expenses

9,226,071

8,497,974

391,692

2,591,650

Other operating income

2,497,680

4,322

OPERATING PROFIT

5

2,889,372

2,595,972

Interest receivable and similar income

6

35,925

36,863

2,925,297

2,632,835

Interest payable and similar expenses

7

78,750

65,625

PROFIT BEFORE TAXATION

2,846,547

2,567,210

Tax on profit

8

711,558

640,318

PROFIT FOR THE FINANCIAL YEAR

2,134,989

1,926,892

PROFIT FOR THE YEAR

2,134,989

1,926,892

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,134,989

1,926,892

CURRENT ASSETS

Stocks

9

9,988,788

5,789,149

Debtors

10

25,495,864

20,771,136

Cash at bank

9,933,841

7,000,627

45,418,493

33,560,912

CREDITORS

Amounts falling due within one year

11

32,510,338

22,787,746

NET CURRENT ASSETS

12,908,155

10,773,166

TOTAL ASSETS LESS CURRENT LIABILITIES

12,908,155

10,773,166

CAPITAL AND RESERVES

Called up share capital

13

20,000

20,000

Retained earnings

14

12,888,155

10,753,166

SHAREHOLDERS' FUNDS

12,908,155

10,773,166

The financial statements were approved by the Board of Directors and authorised for issue on 8 April 2026 and were signed on its behalf by:

Mr J Thorpe - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

20,000

8,826,274

8,846,274

Changes in equity

Total comprehensive income

-

1,926,892

1,926,892

Balance at 31 December 2024

20,000

10,753,166

10,773,166

Changes in equity

Total comprehensive income

-

2,134,989

2,134,989

Balance at 31 December 2025

20,000

12,888,155

12,908,155

Cash flows from operating activities

Cash generated from operations

1

4,116,367

2,011,714

Interest paid

(78,750

)

(65,625

)

Tax paid

(1,140,328

)

(493,871

)

Net cash from operating activities

2,897,289

1,452,218

Cash flows from investing activities

Interest received

35,925

36,863

Net cash from investing activities

35,925

36,863

Increase in cash and cash equivalents

2,933,214

1,489,081

Cash and cash equivalents at beginning of year

2

7,000,627

5,511,546

Cash and cash equivalents at end of year

2

9,933,841

7,000,627

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit before taxation

2,846,547

2,567,210

Finance costs

78,750

65,625

Finance income

(35,925

)

(36,863

)

2,889,372

2,595,972

(Increase)/decrease in stocks

(4,199,639

)

1,830,190

Increase in trade and other debtors

(4,626,859

)

(2,426,415

)

Increase in trade and other creditors

10,053,493

11,967

Cash generated from operations

4,116,367

2,011,714

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 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

9,933,841

7,000,627

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

7,000,627

5,511,546

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank

7,000,627

2,933,214

9,933,841

7,000,627

2,933,214

9,933,841

Total

7,000,627

2,933,214

9,933,841

1.	STATUTORY INFORMATION

Tillotts Pharma UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

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.

Stocks

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

Financial instruments

The company has chosen to adopt Sections 11 and 12 of FRS102 in respect of financial instruments.

Basic financial assets and liabilities, including trade and other debtors, trade and other creditors and loans from fellow group companies are recognised at cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the 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.

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.

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.

3.

TURNOVER

All turnover in the year was generated from the sale of goods and all sales were made within the United Kingdom. The company has a single revenue stream and operates solely in one geographical market. Management considers that no further disaggregation of turnover is necessary, as additional categories would not provide users of the financial statements with more relevant information.

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

3,299,467

3,313,221

Social security costs

455,445

428,863

Other pension costs

479,072

305,690

4,233,984

4,047,774

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

2025

2024

Management and administration

13

13

Sales

28

28

41

41

2025

2024

£

£

Directors' remuneration

363,321

353,478

Directors' pension contributions to money purchase schemes

79,085

40,743

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

Money purchase schemes

2

1

Information regarding the highest paid director is as follows:

2025

2024

£

£

Emoluments etc

268,969

217,623

Pension contributions to money purchase schemes

72,604

36,299

5.	OPERATING PROFIT

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

2025

2024

£

£

Auditors' remuneration

20,750

21,759

Audit-related assurance services

7,629

17,106

Foreign exchange differences

2,652

(2,587

)

Operating lease costs

47,961

47,961

6.

INTEREST RECEIVABLE AND SIMILAR INCOME

2025

2024

£

£

Bank interest receivable

35,925

36,863

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Group loan interest paid

78,750

65,625

8.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

711,558

640,318

Tax on profit

711,558

640,318

UK corporation tax has been charged at 25% (2024 - 25%).

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Profit before tax

2,846,547

2,567,210

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

711,637

641,803

Effects of:

Over/(under) provision of tax charge in respect of current period

(79

)

-

Charged at different rate of tax

-

(1,485

)

Total tax charge

711,558

640,318

9.

STOCKS

2025

2024

£

£

Stocks

9,988,788

5,789,149

An impairment loss of £62,519 was reversed in cost of sales against stock during the year (2024 - loss reversed of £191,759)

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

23,475,325

20,451,416

Amounts owed by group undertakings

1,846,508

-

Other debtors

1,033

1,033

Tax

97,869

-

Prepayments and accrued income

75,129

318,687

25,495,864

20,771,136

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

269,090

551,699

Amounts owed to group undertakings

27,104,271

17,147,654

Tax

-

330,901

Social security and other taxes

144,026

160,317

VAT

2,103,500

987,586

Accruals and deferred income

2,889,451

3,609,589

32,510,338

22,787,746

The company has one remaining loan from the parent company included in amounts owed to group undertakings. An amount of £1,750,000 (2024 - £1,750,000) is granted for an undetermined period of time and it may be repaid at anytime, interest on the loan is 4.50% per annum.The remaining amount owed to group undertakings is payable in accordance with normal trading terms.

12.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

£

Within one year

-

19,240