REGISTERED NUMBER: 10918621 (England and Wales)

NEURAXPHARM UK LIMITED

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2025

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Statement of Income and Retained Earnings

9

Statement of Financial Position

10

Statement of Cash Flows

11

Notes to the Statement of Cash Flows

12

Notes to the Financial Statements

13

DIRECTORS:

Mr M A Slater

Dr M Von Wlfing

REGISTERED OFFICE:

Tudor House

16 Cathedral Road

Cardiff

CF11 9LJ

REGISTERED NUMBER:

10918621 (England and Wales)

AUDITORS:

Carston ETL

Tudor House

16 Cathedral Road

Cardiff

CF11 9LJ

Fair review of the business

The Company's turnover increased by over 39% compared to the previous year.

As a result of new product launches, the £26m turnover anticipated in the 2024 Strategic Report was achieved.

Economic development

Macroeconomic and Sector-specific economic development

Following a prolonged period of global disruption, including the COVID-19 pandemic, geopolitical tensions and financial market volatility, the global economy has shown signs of stabilisation, albeit with uneven growth across regions. Global economic growth remains modest, with inflationary pressures gradually easing, although uncertainty persists due to geopolitical developments, monetary policy tightening and structural challenges in global supply chains.

The Company operates within the healthcare sector, which is generally less exposed to cyclical economic fluctuations. The Company has limited direct exposure to geopolitical conflicts and international trade policy changes. Its performance is primarily influenced by domestic regulatory conditions and healthcare demand in the UK.

Principal risks and uncertainties

The Company operates in the healthcare market, which is relatively resilient to economic cycles. Accordingly, its performance is less influenced by general economic conditions than by the UK regulatory and healthcare policy environment. During the reporting period, there were no significant regulatory changes that materially impacted the Company's operations or development.

Drug supply shortages remain a global challenge and have affected certain products within the Company's portfolio. These shortages arise from a combination of manufacturing constraints, raw material availability, logistical challenges and regulatory factors. To mitigate this risk, the Company has taken steps to increase safety stock levels and continues to work closely with suppliers and internal stakeholders to manage supply continuity.

The Company remains exposed to changes in UK pricing, reimbursement and regulatory requirements, which are actively monitored by management.

Management closely monitors factors that may impact margins and takes appropriate actions to safeguard the ongoing performance and stability of the business.

Development and performance

Net sales

Driven by the launch of a new product and the continued development of the existing business, the Company achieved net sales of £26m during the year (2024: £18.7m).

Gross profit

Gross profit increased significantly compared to the prior year, reflecting both higher sales volumes and an improved product mix. The gross profit margin increased from 17% to 28%, mainly due to the launch of new products with higher margins.

Personnel expenses

Personnel costs increased during the year primarily as a result of headcount growth to support new product launches and the expansion of the business. From 10 FTEs in the first half of 2024 to 21 FTEs at the end of 2024. Growing to 31 in 2025. Besides, the increase in personnel expenses compared to the previous year the growth in personnel costs is also due to the increase of the average cost per employee due to the Neuraxpharm expansion and transformation strategy towards innovative and biological products specialised in the central nervous system. Foremost among these launches is Briumvi, which has a considerable impact on expenses.

Other operating expenses

Other operating expenses mainly comprise marketing and advertising costs, rent, consulting expenses, professional fees, and regulatory affairs costs. The increase compared to the prior year primarily reflects additional promotional and marketing activities to support business growth.

Financial expenses

Financial expenses mainly relate to foreign exchange losses arising from euro purchase exposure and charges associated with new working capital solutions implemented during the year.

Looking ahead, the Company expects to continue expanding its portfolio through a combination of acquisitions and products from the Group's planned pipeline, as well as potential line extensions. Based on current expectations, management anticipates turnover of approximately £40m in 2026, subject to market conditions and the successful execution of planned launches.

ON BEHALF OF THE BOARD:

Mr M A Slater - Director

30th April 2026

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the sale of pharmaceutical products.

DIVIDENDS

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

DIRECTORS

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

Mr M A Slater

Dr M Von Wlfing

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;

-	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.

ON BEHALF OF THE BOARD:

Mr M A Slater - Director

30th April 2026

Opinion

We have audited the financial statements of Neuraxpharm UK Limited (the 'company') for the year ended 31st December 2025 which comprise the Statement of Income and Retained Earnings, Statement of Financial Position, Statement of Cash Flows and Notes to the Statement of Cash Flows, 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 December 2025 and of its loss 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 four, 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:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We identified and assessed the risks of material misstatement of the financial statements from irregularities, whether due to fraud or error, and discussed these between our audit team members. We then designed and performed audit procedures responsive to those risks, including obtaining audit evidence sufficient and appropriate to provide a basis for our opinion.

We design our procedures so as to obtain sufficient appropriate audit evidence that the financial statements are not materially misstated due to non-compliance with laws and regulations or due to fraud or error.

We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations - this responsibility lies with management with the oversight of the Directors.

Based on our understanding of the Company and industry, discussions with management and directors we identified financial reporting standards and Companies Act 2006 as having a direct effect on the amounts and disclosures in the financial statements.

As part of the engagement team discussion about how and where the Company's financial statements may be materially misstated due to fraud, we did not identify any areas with an increased risk of fraud.

Our audit procedures included:

- completing a risk-assessment process during our planning for this audit that specifically considered the risk of fraud;

- enquiry of management about the Company's policies, procedures and related controls regarding compliance with laws and regulations and if there are any known instances of non-compliance;

- examining supporting documents for all material balances, transactions and disclosures;

- enquiry of management, about litigations and claims and inspection of relevant correspondence;

- analytical procedures to identify any unusual or unexpected relationships;

- specific audit testing on and review of areas that could be subject to management override of controls and potential bias, most notably around the key judgments and estimates, including the carrying value of accruals, provisions, investments, recoverability of trade debtors and revenue recognition;

- considering management override of controls outside of the normal operating cycles including testing the appropriateness of journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements including evaluating the business rationale of significant transactions, outside the normal

course of business;

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

The potential effects of inherent limitations are particularly significant in the case of misstatement resulting from fraud because fraud may involve sophisticated and carefully organised schemes designed to conceal it, including deliberate failure to record transactions, collusion or intentional misrepresentations being made to us.

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.

Steven Davies (Senior Statutory Auditor)

for and on behalf of Carston ETL

Tudor House

16 Cathedral Road

Cardiff

CF11 9LJ

30th April 2026

TURNOVER

26,016,487

18,730,416

Cost of sales

18,842,493

15,498,844

GROSS PROFIT

7,173,994

3,231,572

Administrative expenses

8,124,040

4,143,879

OPERATING LOSS

4

(950,046

)

(912,307

)

Interest payable and similar expenses

5

187,317

242,288

LOSS BEFORE TAXATION

(1,137,363

)

(1,154,595

)

Tax on loss

6

(287,459

)

(283,195

)

LOSS FOR THE FINANCIAL YEAR

(849,904

)

(871,400

)

Retained earnings at beginning of year

(489,447

)

381,953

RETAINED EARNINGS AT END OF YEAR

(1,339,351

)

(489,447

)

FIXED ASSETS

Intangible assets

7

391,312

236,422

Tangible assets

8

12,717

246

404,029

236,668

CURRENT ASSETS

Stocks

9

8,856,940

7,902,089

Debtors

10

9,608,654

4,999,502

Cash at bank

5,091,804

281,113

23,557,398

13,182,704

CREDITORS

Amounts falling due within one year

11

22,806,139

11,517,585

NET CURRENT ASSETS

751,259

1,665,119

TOTAL ASSETS LESS CURRENT LIABILITIES

1,155,288

1,901,787

CREDITORS

Amounts falling due after more than one year

12

2,189,639

2,086,234

NET LIABILITIES

(1,034,351

)

(184,447

)

CAPITAL AND RESERVES

Called up share capital

14

305,000

305,000

Retained earnings

15

(1,339,351

)

(489,447

)

SHAREHOLDERS' FUNDS

(1,034,351

)

(184,447

)

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:

Mr M A Slater - Director

Cash flows from operating activities

Cash generated from operations

1

2,678,633

(1,641,738

)

Interest paid

(187,317

)

(242,288

)

Tax paid

124,214

(124,214

)

Net cash from operating activities

2,615,530

(2,008,240

)

Cash flows from investing activities

Purchase of intangible fixed assets

(305,219

)

(75,541

)

Purchase of tangible fixed assets

(16,957

)

(214

)

Sale of intangible fixed assets

172

-

Net cash from investing activities

(322,004

)

(75,755

)

Cash flows from financing activities

Proceeds from group undertakings

2,517,165

1,544,128

Net cash from financing activities

2,517,165

1,544,128

Increase/(decrease) in cash and cash equivalents

4,810,691

(539,867

)

Cash and cash equivalents at beginning of year

2

281,113

820,980

Cash and cash equivalents at end of year

2

5,091,804

281,113

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

2025

2024

£

£

Loss before taxation

(1,137,363

)

(1,154,595

)

Depreciation charges

154,642

240,559

Finance costs

187,317

242,288

(795,404

)

(671,748

)

Increase in stocks

(954,850

)

(1,547,257

)

(Increase)/decrease in trade and other debtors

(4,463,898

)

562,625

Increase in trade and other creditors

8,892,785

14,642

Cash generated from operations

2,678,633

(1,641,738

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31st December 2025

31/12/25

1/1/25

£

£

Cash and cash equivalents

5,091,804

281,113

Year ended 31st December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

281,113

820,980

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/25

Cash flow

At 31/12/25

£

£

£

Net cash

Cash at bank

281,113

4,810,691

5,091,804

281,113

4,810,691

5,091,804

Total

281,113

4,810,691

5,091,804

1.	STATUTORY INFORMATION

Neuraxpharm 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.

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.G

Going concern

The financial statements have been prepared on a going concern basis.

The company recorded a net loss of £849,904 for the year ended 31 December 2025 (2024 net loss of £871,400) and as at the balance sheet date, the company had excess net liabilities of £1,034,351 (2024: £184,447).

The directors have prepared financial and cash flow forecasts for a period of 12 months from the date of approval of these financial statements. The forecast indicate that the company will generate net profit in the period, and will have sufficient funds to meet its liabilities as they fall due for a period of at least 12 months from the approval of the accounts.

The directors have confirmed they have received a letter of support from the parent company to support the company for at least 12 months.

As with any company placing reliance on a letter of support, they acknowledge that there can be no certainty that this support will continue, although at the date of approval of these financial statements they have no reason to believe that it will not do so.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

The total turnover figures for both 2025 and 2024 relate entirely to the sale of goods.

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.

Patents and licences are being amortised evenly over their estimated useful life of five years.

Other intangibles are being amortised evenly over their estimated useful life of five years.

Computer software is being amortised evenly over its estimated useful life of five years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Equipment

-

25% straight line on cost

Stocks

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

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 statement of financial position date.

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.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

3.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

2,910,259

1,421,224

Social security costs

329,365

160,530

Other pension costs

79,171

13,024

3,318,795

1,594,778

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

2025

2024

Management staff

1

1

All other staff

27

14

28

15

2025

2024

£

£

Directors' remuneration

186,552

162,962

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

Money purchase schemes

1

1

4.	OPERATING LOSS

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

2025

2024

£

£

Depreciation - owned assets

4,486

980

Patents and licences amortisation

141,543

225,092

Other intangibles amortisation

4,905

4,807

Computer software amortisation

3,710

9,679

Foreign exchange differences

607,026

(383,709

)

Auditors' remuneration

20,000

16,000

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Loan interest

187,317

242,288

6.

TAXATION

Analysis of the tax credit

The tax credit on the loss for the year was as follows:

2025

2024

£

£

Current tax:

Over/under provision in prior years

-

(82,802

)

Deferred tax

(287,459

)

(200,393

)

Tax on loss

(287,459

)

(283,195

)

7.	INTANGIBLE FIXED ASSETS

Patents

and

Other

Computer

licences

intangibles

software

Totals

£

£

£

£

COST

At 1st January 2025

1,740,979

35,728

96,087

1,872,794

Additions

305,220

-

-

305,220

Disposals

-

(172

)

-

(172

)

At 31st December 2025

2,046,199

35,556

96,087

2,177,842

AMORTISATION

At 1st January 2025

1,524,068

19,927

92,377

1,636,372

Amortisation for year

141,543

4,905

3,710

150,158

At 31st December 2025

1,665,611

24,832

96,087

1,786,530

NET BOOK VALUE

At 31st December 2025

380,588

10,724

-

391,312

At 31st December 2024

216,911

15,801

3,710

236,422

8.	TANGIBLE FIXED ASSETS

Equipment

£

COST

At 1st January 2025

9,542

Additions

16,957

At 31st December 2025

26,499

DEPRECIATION

At 1st January 2025

9,296

Charge for year

4,486

At 31st December 2025

13,782

NET BOOK VALUE

At 31st December 2025

12,717

At 31st December 2024

246

9.

STOCKS

2025

2024

£

£

Finished goods

8,856,940

7,902,089

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

8,697,575

4,432,702

Amounts owed by group undertakings

-

17,991

Other debtors - Rental deposit

26,325

-

Health insurance

5,181

-

Tax

-

124,214

Deferred tax asset

487,852

200,393

Prepayments

391,721

224,202

9,608,654

4,999,502

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

1,623,689

572,103

Amounts owed to group undertakings

11,985,675

9,589,906

PAYE and NIC taxes

94,481

-

Pension creditor

31,117

5,040

VAT

875,269

88,666

Factoring control

6,049,727

-

Accruals and deferred income

2,146,181

1,261,870

22,806,139

11,517,585

12.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Amounts owed to group undertakings

2,189,639

2,086,234

13.	LEASING AGREEMENTS

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

2025

2024

£

£

Within one year

98,070

12,231

Between one and five years

212,042

-

310,112

12,231

14.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

305,000

Ordinary

£1

305,000

305,000