REGISTERED NUMBER: 15844504 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31st March 2026

for

North Star Opco Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Statement of Comprehensive Income

11

Balance Sheet

12

Statement of Changes in Equity

13

Notes to the Financial Statements

14

DIRECTORS:

A K Baheti

M Yassar

REGISTERED OFFICE:

410 Cambridge Science Park

Milton Road

Cambridge

Cambridgeshire

CB4 0PE

REGISTERED NUMBER:

15844504 (England and Wales)

AUDITORS:

Sadofskys

Statutory Auditors

Princes House

Wright Street

Hull

East Yorkshire

HU2 8HX

BANKERS:

Citibank

Citigroup Centre

Canada Square

Canary Wharf

London

E14 5LB

The directors present their strategic report for the year ended 31st March 2026.

REVIEW OF BUSINESS

The results for the period are;

Year ended

Period

31st March 2026

17th July 2024to 31st March 2025

£

Other operating income;

Licence income

3,056,621

3,082,194

Royalties

336,004

-

-

Net profit before taxation

3,545,713

3,071,322

Haleon CH SARL one of Haleon Group companies had set-up North Star OpCo Limited on 17th July 2024 for carved out its NRT business relating to relevant market into North Star Opco Limited.

North Star Opco Limited continued its financial operations pertaining to Consumer Healthcare business in Nicotine Replacement Therapy (NRT) with Dr Reddy's Laboratories UK Ltd business relating to relevant market, through an acquisition of North Star Opco SARL and its relevant subsidiaries. Continue to focus on disciplined execution of our strategic priorities of business growth and selective opportunities in order to create long-term value in the different markets.

SECTION 172(1) STATEMENT

The Board of Directors, in line with their duties under s172 of the Companies Act 2006, act in a way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, and in doing so have regard to a range of matters when making decisions for the long term. Key decisions and matters that are of strategic importance to the Company are appropriately informed by s172 factors.

North Star Opco Limited is part of the Dr Reddy's group (see notes to the accounts for the ultimate controlling party).

At Dr. Reddy's, our Board of Directors, management and employees are committed to upholding high standards of corporate governance and business ethics. We firmly believe that timely disclosures, transparent accounting policies, rigorous internal control systems and a strong and independent Board go a long way in preserving shareholder trust while maximising long-term shareholder value.

This s172(1) statement explains how the Dr. Reddy's Directors:

- have engaged with employees, suppliers, customers and others; and

- have had regard to employee interests, the need to foster the company's business relationships with suppliers, customers and others, and the effect of that regard, including on the principal decisions taken by the company during the financial year.

The s172(1) statement focuses on matters of strategic importance to Dr. Reddy's, and the level of information disclosed is consistent with the size and the complexity of the business.

General confirmation of Directors' duties

Dr. Reddy's have a number of Committees appointed by the Board at group level to focus on specific areas and take informed decisions within the framework of delegated authority, and make specific recommendations to the Board. All decisions and recommendations of the committees are placed before the Board for information or for approval.

When making decisions, each Director ensures that they act in the way they consider, in good faith, would most likely promote the Company' success for the benefit of its members as a whole, and in doing so have regard (among other matters) to:

The interests of the company's employees

The company has no employees.

The need to foster the company's business relationships with suppliers, customers and others

Customers and suppliers are the key stakeholders in our business. In a competitive price driven environment, stock is the vital component at the keenest price. We engage in regular communication with our suppliers as well as customers. We recognise the fact that the stronger the relationships with suppliers the more we are able to serve our customers better. We remain committed to all our stakeholders for ethical business practices. The Company has put in practice a code of business conduct and ethics (CoBE) , and every employee at Dr Reddy's is required to sign an undertaking, at least annually, that they have read such code and comply with its principles.

The impact of the company's operations on the community and environment

At Dr. Reddy's, Good Health Can't Wait is not just a slogan, but a belief that guides our thoughts, our behaviour and our actions. There are a number of initiatives that we've taken - from product development to patient management to helping doctors and partners deliver good health to patients.

Some of these were-life changing, for the patients. Like creating affordable option of complex, difficult to make medicines.

All of this is aimed at bringing good health to the community via innovative R&D, active pharmaceutical ingredients supply to Pharma industries, and contributing to the overall community health system. The Company strives to ensure that it is focused on the larger community.

The desirability of the company maintaining a reputation for high standards of business conduct

Dr. Reddy's Board periodically reviews their Corporate Governance requirements as the commitment to upholding the highest standards are set at board level but is filtered down throughout the whole group organisation.

The need to act fairly as between members of the company

The Directors consider and focus their attention to ensure that the company's performance is in line with their strategic vision for both the short and long term objectives. The impact of this on all of the stakeholders is reviewed. The Directors believe they act fairly.

The Board has created a culture of honesty, integrity and respect of the Dr. Reddy's core values and principles. The company has set a number of guidelines on Code of Business Conduct and Ethics (COBE) through to various Environment and Employment policies.

Principal decisions

We define principal decisions taken by the Board as those decisions in the year that are of a strategic nature and that are significant to any of our key stakeholder groups. As outlined in the FRC Guidance on the Strategic Report, we include decisions related to capital allocation and dividend policy.

FUTURE DEVELOPMENTS

Northstar OPCO continues to hold the intellectual property rights for the Australian market and, accordingly, will remain entitled to royalty income on end sales generated in Australia. This arrangement is consistent with the current year structure and is expected to continue without change for the financial year 2026-27.

ON BEHALF OF THE BOARD:

A K Baheti - Director

30th April 2026

The directors present their report with the financial statements of the company for the year ended 31st March 2026.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of licencing income.

DIVIDENDS

No dividends will be distributed for the year ended 31st March 2026.

DIRECTORS

The directors shown below have held office during the whole of the period from 1st April 2025 to the date of this report.

A K Baheti

M Yassar

STREAMLINED ENERGY AND CARBON REPORTING

The company has no premises and does not have a direct use of energy. The company and its directors are committed to energy savings and reductions in consumption through sustainable means and investment in incentives and projects.

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.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website.

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

AUDITORS

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

ON BEHALF OF THE BOARD:

A K Baheti - Director

30th April 2026

Opinion

We have audited the financial statements of North Star Opco Limited (the 'company') for the year ended 31st March 2026 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity 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 31st March 2026 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, 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the pharmaceutical industry;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, UK taxation legislation, and data protection, anti-bribery, employment, environmental, and health and safety legislation, along with industry specific regulations and requirements.

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries 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 risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC, relevant regulators, and the company's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

Alan Brocklehurst (Senior Statutory Auditor)

for and on behalf of Sadofskys

Statutory Auditors

Princes House

Wright Street

Hull

East Yorkshire

HU2 8HX

30th April 2026

TURNOVER

-

-

Administrative expenses

46,046

5,091

(46,046

)

(5,091

)

Other operating income

3,392,625

3,082,194

OPERATING PROFIT

4

3,346,579

3,077,103

Interest receivable and similar income

213,845

-

3,560,424

3,077,103

Interest payable and similar expenses

5

14,711

5,781

PROFIT BEFORE TAXATION

3,545,713

3,071,322

Tax on profit

6

887,434

769,093

PROFIT FOR THE FINANCIAL YEAR

2,658,279

2,302,229

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,658,279

2,302,229

FIXED ASSETS

Intangible assets

8

90,370

90,370

CURRENT ASSETS

Debtors

9

10,933,230

2,061,777

Cash at bank

-

1,710,853

10,933,230

3,772,630

CREDITORS

Amounts falling due within one year

10

6,405,415

1,903,094

NET CURRENT ASSETS

4,527,815

1,869,536

TOTAL ASSETS LESS CURRENT LIABILITIES

4,618,185

1,959,906

CAPITAL AND RESERVES

Called up share capital

11

2

2

Share premium

12

90,369

90,369

Retained earnings

12

4,527,814

1,869,535

SHAREHOLDERS' FUNDS

4,618,185

1,959,906

The financial statements were approved by the Board of Directors and authorised for issue on 30th April 2026 and were signed on its behalf by:

A K Baheti - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Changes in equity

Issue of share capital

2

-

90,369

90,371

Dividends

-

(432,694

)

-

(432,694

)

Total comprehensive income

-

2,302,229

-

2,302,229

Balance at 31st March 2025

2

1,869,535

90,369

1,959,906

Changes in equity

Total comprehensive income

-

2,658,279

-

2,658,279

Balance at 31st March 2026

2

4,527,814

90,369

4,618,185

1.	STATUTORY INFORMATION

North Star Opco 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.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

•

the requirements of paragraphs 29.28(b) and 29.29;

•

the requirement of paragraph 33.7;

•

the requirements of paragraph 24(b) of IFRS 6.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

The directors are of the opinion that the patents and licences have a fair value at least that of the cost in the financial statements and that amortisation is therefore not required.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Other operating income

Other operating income relates to licence income and royalties. There are shown net of VAT and are accounted for as they are invoiced.

Going concern

The company has long term support from the group and as a consequence, the directors believe that the company is well placed to manage its business risks successfully despite the uncertain economic outlook.

The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis in preparing the annual financial statements.

Further information regarding the company's business activities, together with the factors likely to affect its future development, performance and position, is set out in the Strategic Report.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31st March 2026 nor for the period ended 31st March 2025.

The average number of employees during the year was NIL (2025 - NIL).

period

17/7/24

year ended

to

31/3/26

31/3/25

£

£

Directors' remuneration

-

-

4.	OPERATING PROFIT

The operating profit is stated after charging:

period

17/7/24

year ended

to

31/3/26

31/3/25

£

£

Auditors' remuneration

11,590

-

Other non- audit services

805

-

Foreign exchange differences

297

-

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

period

17/7/24

year ended

to

31/3/26

31/3/25

£

£

Other interest

10,687

5,781

Disallowed interest and

penalties

4,024

-

14,711

5,781

6.

TAXATION

Analysis of the tax charge

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

period

17/7/24

year ended

to

31/3/26

31/3/25

£

£

Current tax:

UK corporation tax

887,434

769,093

Tax on profit

887,434

769,093

7.

DIVIDENDS

period

17/7/24

year ended

to

31/3/26

31/3/25

£

£

Interim

-

432,694

The Interim dividend in the period to 31 March 2025 was paid to the immediate parent company Northstar Switzerland SARL.

8.	INTANGIBLE FIXED ASSETS

Patents

and

licences

£

COST

At 1st April 2025

and 31st March 2026

90,370

NET BOOK VALUE

At 31st March 2026

90,370

At 31st March 2025

90,370

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£

£

Trade debtors

-

2,061,776

Amounts owed by group undertakings

10,744,132

-

Other debtors

18,390

1

VAT

170,708

-

10,933,230

2,061,777

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£

£

Trade creditors

1,031,708

-

Amounts owed to group undertakings

4,477,506

505,781

Taxation

887,434

769,093

VAT

-

623,169

Accrued expenses

8,767

5,051

6,405,415

1,903,094

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2026

2025

value:

£

£

2

Ordinary

£1

2

2

The Ordinary shares have attached to them full voting, dividend and capital rights.

12.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1st April 2025

1,869,535

90,369

1,959,904

Profit for the year

2,658,279

2,658,279

At 31st March 2026

4,527,814

90,369

4,618,183

13.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

14.	ULTIMATE CONTROLLING PARTY