ACCOUNTS - Final Accounts preparation

Registered number: 10650475

Ottimo Pharma Limited

Financial statements

Information for filing with the registrar

For the period ended 31 December 2025

Ottimo Pharma Limited

Registered number: 10650475

Consolidated balance sheet

As at 31 December 2025

		2025		2024
Note		£		£

Current assets
Debtors: amounts falling due within one year	5	7,729,219		749,113
Cash at bank and in hand		83,292,725		112,899,276
		91,021,944		113,648,389
Creditors: amounts falling due within one year	6	(11,130,730)		(1,395,729)
Net current assets			79,891,214		112,252,660

Net assets			79,891,214		112,252,660

Capital and reserves
Called up share capital	8	172	170
Share premium account	9	118,120,651	118,120,651
Foreign exchange reserve	9	(2,951)	-
Profit and loss account	9	(38,226,658)	(5,868,161)
		79,891,214	112,252,660

The company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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 consolidated 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 30 April 2026.

D Epstein

Director

The notes on pages 3 to 12 form part of these financial statements.

Page 1

Ottimo Pharma Limited

Registered number: 10650475

Company balance sheet

As at 31 December 2025

		2025		2024
Note		£		£

Fixed assets
Investment in subsidiary	4		5,288,666		-
			5,288,666		-
Current assets
Debtors: amounts falling due within one year	5	6,627,516		720,007
Bank and cash balances		82,356,857		112,633,138
		88,984,373		113,353,145
Creditors: amounts falling due within one year	6	(9,716,857)		(1,145,565)
Net current assets			79,267,516		112,207,580
Total assets less current liabilities			84,556,182		112,207,580


Net assets			84,556,182		112,207,580

Capital and reserves
Called up share capital	8	172		170
Share premium	9	118,120,651		118,120,651
Profit and loss account brought forward	9	(5,913,239)		(4,253,004)
Loss for the period		(35,346,914)		(1,660,237)
Credit relating to equity-settled share-based payments		7,695,512		-
Profit and loss account carried forward			(33,564,641)		(5,913,241)
			84,556,182		112,207,580

The company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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 consolidated 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 30 April 2026.

D Epstein

Director

The notes on pages 3 to 12 form part of these financial statements.

Page 2

Ottimo Pharma Limited

Notes to the financial statements

For the period ended 31 December 2025

1.	General information

Ottimo Pharma Limited ("the company") is a private company limited by shares and is incorporated in England with the registration number 10650475. The address of the registered office is C/O Kreston Reeves LLP, Innovation House, Ramsgate Road, Sandwich, Kent, United Kingdom, CT13 9FF.

2.Accounting policies

2.1

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies.

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements.

The financial statements are rounded to the nearest pound.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.

In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 31 December 2023.

2.3

Going concern

The company is engaged in research and development activities and is reliant upon funding from it's investors to meet its operational and working capital needs. The company's forecasts and projections, taking account of expected expenditure and future investment, show that the company should be able to continue these activities within the level of its available facilities for the foreseeable future.

Consequently, the going concern basis has been adopted in preparing these financial statements.

Page 3

Ottimo Pharma Limited

Notes to the financial statements

For the period ended 31 December 2025

2.Accounting policies (continued)

2.4

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.6

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is pound sterling.

Transactions and balances

The UK parent companies foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

On consolidation, all assets and liabilities of overseas operations are translated to Sterling at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income. All income and expenditure is translated using a monthly average rate of exchange.

2.7

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.

2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

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Ottimo Pharma Limited

Notes to the financial statements

For the period ended 31 December 2025

2.Accounting policies (continued)

2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

2.10

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

2.11

Current and deferred taxation

The tax benefit for the period comprises current and deferred tax. 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 benefit 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 and the Group operate and generate income.

2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the consolidated profit and loss account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

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Ottimo Pharma Limited

Notes to the financial statements

For the period ended 31 December 2025

2.Accounting policies (continued)

2.13

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.

2.14

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.

2.15

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.

2.16

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Employees

The average monthly number of employees, including the directors, during the period was as follows:

	Group	Group	Company	Company
	2025	2024	2025	2024
	No.	No.	No.	No.

Directors	7	3	7	3
Employees	13	1	2	1

	20	4	9	4

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Ottimo Pharma Limited

Notes to the financial statements

For the period ended 31 December 2025

4.	Fixed asset investments

	Company

		Investment in subsidiary
		£

	Cost	-
	Additions	5,288,666
	At 31 December 2025	5,288,666

Subsidiary undertaking
The following was a subsidiary undertaking of the company:
Name	Class of shares	Holding

Ottimo Pharma (US), Inc

1,000 shares of Common Stock

100%

Debtors

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Amounts owed by group undertakings	-	-	3	-
Other debtors	5,995,024	715,134	5,339,345	715,134
Prepayments and accrued income	1,303,572	4,873	1,288,168	4,873
Deferred taxation	430,623	29,106	-	-
	7,729,219	749,113	6,627,516	720,007

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Ottimo Pharma Limited

Notes to the financial statements

For the period ended 31 December 2025

6.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Bank overdrafts	2,120	-	2,120	-
Trade creditors	2,818,959	217,881	4,261,349	122,677
Corporation tax	92,975	155,710	-	106,873
Other taxation and social security	-	28,234	-	28,233
Other creditors	2,949,520	129,936	233,400	-
Amounts owed to group companies	-	-	-	235,768
Accruals and deferred income	5,267,156	863,968	5,219,988	652,014
	11,130,730	1,395,729	9,716,857	1,145,565

7.	Deferred taxation
	Group

		2025
		£

	Deferred Tax asset	430,623
	At end of year	430,623

Company

		2025

	At end of year	-

The deferred tax asset is made up as follows:
	Group	Group
	2025	2024
	£	£

	US tax provision	430,623	29,106
		430,623	29,106

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Ottimo Pharma Limited

Notes to the financial statements

For the period ended 31 December 2025

8.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

110,000 (2024 - 100,000) Ordinary shares of £0.00001 each	1	1
800,000 (2024 - 800,000) Series Seed 1 shares of £0.00001 each	8	8
2,024,923 (2024 - 1,758,282) B Ordinary shares of £0.00001 each	20	18
4,497,069 (2024 - 4,497,069) Series Seed 2 shares of £0.00001 each	45	45
595,920 (2024 - 595,920) Series Seed 3 shares of £0.00001 each	6	6
8,990,132 (2024 - 8,990,132) Series A-2 shares of £0.00001 each	90	90
193,034 (2024 - 193,034) Series A-1 shares of £0.00001 each	2	2

	172	170

During the year:

266,641 B Ordinary shares with an aggregate nominal value of £2.67 were allotted and issued for a total consideration of £2.67

Reserves

Share premium account

This reserve records the amount above the nominal value received for shares issued by the company. Share premium may only be utilised to write-off any expenses incurred or commissions paid on the issue of those shares, or to pay up new shares to be allotted to members as fully paid bonus shares.

Profit and loss account

This reserve comprises all current and prior period retained profits and losses after deducting any distributions made to the company's shareholders.

Page 9

Ottimo Pharma Limited

Notes to the financial statements

For the period ended 31 December 2025

10.	Share-based payments
	The Company operates an equity-settled share-based compensation plan. The fair value of the employee services received in exchange for the grant of options is recognised as an expense over the vesting period. The total amount to be expensed is determined by reference to the fair value of the options granted, measured using the Black-Scholes model at the date of grant. The Company revises its estimates of the number of options expected to vest at each reporting date. The impact of the revision to original estimates, if any, is recognised in the Profit and Loss account, with a corresponding adjustment to equity. The Company established the Ottimo Pharma Limited Employee Share Option Plan with Non-Employee Sub-Plan and US Sub-Plan “the Plans” to provide long-term incentives to key employees. Options generally vest 25% or 33% after one year, with the remainder vesting monthly over the following 2 to 3 years. Options are exercisable upon an exit event or a specified anniversary of the grant date and have a maximum contractual life of 10 years. Each option provides the holder to acquire B ordinary shares in the company. There are no performance related conditions attached to the options. The following table summarizes the activity of stock options for the year ended 31 December 2025:
		Weighted average exercise price (pence) 2025	Number 2025	Weighted average exercise price (pence) 2024	Number 2024

Outstanding at the beginning of the year	-	-	-	-
Granted during the year	4.79	4,007,563	0.48	814,933
Exercised during the year	-	-	0.48	(814,933)
Outstanding at the end of the year	4.79	4,007,563	0.48	-

Page 10

Ottimo Pharma Limited

Notes to the financial statements

For the period ended 31 December 2025

10.Share-based payments (continued)

As at 31 December 2025, the amount of exercisable options were 941,386 (2024 - none)

The fair value of options granted during 2025 was estimated at the date of grant using the following assumptions:

The Company grants Restricted Stock Awards (RSAs) to certain employees which vest only upon the achievement of performance hurdles. No expense was recognised in the Profit and Loss account for the year ended 31 December 2025 as vesting of the RSA’s was not probable.

The following table summarizes the activity of RSA’s for the year ended 31 December 2025:

The total expense recognised in the Profit and Loss account for the year ended 31 December 2025 in respect of share-based payments was £7,695,513 (2024: NIL).

11.	Pension commitments

The company operates a defined contributions pension scheme for its employees. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions to the pension scheme amount to £34,522 (2024: £8,133).

12.	Related party transactions
	All other related party transactions during the current and prior periods, including key management personnel compensation, were made under normal market conditions.

13.	Controlling party

The company is a 39.09% subsidiary of Medicxi Secondary I LP, a limited partnership registered in Jersey. The registered office of Medicxi Secondary I LP. is 44 Esplanade, St. Helier, JE4 9WG, Jersey.

Medicxi Secondary I LP. meets the definition of an Investment Entity in accordance with IFRS 10 and is not required to consolidate its investments, of which the company is an investment.

Page 11

Ottimo Pharma Limited

Notes to the financial statements

For the period ended 31 December 2025

14.	Auditor's information

The auditor's report on the financial statements for the period ended 31 December 2025 was unqualified.

The audit report was signed on 4 May 2026 by Peter Hine (senior statutory auditor) on behalf of Frazier & Deeter (UK Audit) LLP.

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