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

During the financial year ended 31 March 2025, the company continued to operate in a challenging external environment. Certain regulatory and administrative interventions by local authorities which were beyond the control of the company temporarily affected the continuity of some of our operations. As a consequence, the company experienced a significant reduction in operating activity, resulting in a decline in revenue during the financial years 31 March 2025 and 31 March 2026.

The Board of Directors remain committed to maintaining prudent financial management and ensuring long-term sustainability of the business. We also appreciate the continued support and confidence of our lenders, and business partners during this period.

During the year, the company undertook several corrective and strategic measures to mitigate the impact, including cost optimisation initiatives, operational restructuring, strengthening stakeholder engagement. The management is optimistic that these measures, together with the gradual normalisation of operations, will support a recovery in business performance in the coming financial periods.

The Company has continued to maintain compliance with the applicable regulatory and statutory requirements and has been actively engaging with the relevant authorities to resolve the matter.

Turnover declined significantly from £66.78m in the prior financial year to £37.01m in the current year, reflecting a challenging trading environment. This reduction in revenue, combined with cost pressures, resulted in a shift from a gross profit of £10.08m to a gross loss of £11.34m.

Administrative expenses remained broadly consistent year-on-year at £12.63m (2024: £12.33m), indicating continued cost control despite reduced activity levels. As a result, the company reported an operating loss of £20.53m, compared with an operating profit of £1.83m in the previous year.

A gain of £6.68m arising from the disposal of an investment provided partial mitigation of the operating loss. Consequently, the net loss for the year was £15.77m, compared with a net profit of £0.86m in the prior year.

As at 31 March 2025, the Company reported net current liabilities of £11.58m, compared with net current assets of £4.67m in 2024, reflecting a deterioration in short-term liquidity. Net assets decreased to £13.71m (2024: £29.07m), primarily as a result of the loss incurred during the year.

The directors have identified the following Key Performance Indicators to explain the circumstances of the company during the year under report.

                         2025         2024

                         £'000         £'000

Revenue                    37,010        66,782

Gross profit margin (%)                  (30.63)          15.09

Operating profit/ (loss)             (20,529)     1,829

Trade debtor days                 51          57    

Trade creditor days                 280     201

Revenue

Revenue measures our ability to maximise value from our current product portfolio and focus to generate revenue from new products with positive contribution or make decision to stop non-viable products.

Operating profit

Operating profit measures our ability to grow revenue and maintain quality while delivering efficiencies and ensuring cost control.    

The directors also use non-financial performance indicators. These include customer satisfaction reports and staff feedback reports.

The principal financial risks to which the company is exposed are those of liquidity, market conditions, interest rates, foreign currency exchange rates, employment shortages and credit availability. Each of these are managed in accordance with Board-approved policies. These policies are set out below.

Liquidity risk

The company manages liquidity by maintaining access to a number of sources of short-term and medium-term funding at a level which is considered sufficient to meet its anticipated funding requirements. The directors continue to review the company’s ongoing liquidity risks regularly.

Interest rate risk

The majority of the company’s borrowings are currently at floating and fixed rates.

Credit risk

The company is at risk of exposure to financial losses should a counterparty fail to meet its obligations as and when they fall due. The company derives a significant proportion of its revenue from sales to large companies and multinationals. The failure of any such company to honour its debts could materially impact the company’s results. The company has taken necessary insurances to minimise such risks as the arise and credit limits are set and managed appropriately, based upon credit checks reviewed and approved for each customer. For its export business the company seeks pro-forma, pre-export settlement and/or Letters of Credit.

Economic, market and price risk

The company’s performance is directly impacted by the economic environment. The company operates in highly competitive markets – significant product innovations, technical and scientific advances or the intensification of price competition could all adversely affect the company’s results.

The company continues to invest in research and development in order to ensure the introduction of both new generic formulations and improved production processes, and to allow the company to be at the forefront of its chosen markets. Furthermore, the company continually analyses its operating costs to ensure it remains competitive.

Foreign currency risk

The company operates foreign currency accounts and use spot buy/sell mechanism to manage and protect against foreign currency risks. An element of natural hedge is enjoyed as income from export sales partially offset the cost of imported raw materials.

Overall, the company continues to take a forward-looking and constructive approach, supported by clear recovery initiatives, robust financial planning, and strengthened funding. The directors remain confident that the company is well placed to restore and expand operations as conditions normalise, while maintaining a strong focus on continuity, resilience, and the creation of long-term stakeholder value.

The emphasis on quality has always been, and continues to be, the foundation for everything we do at Bristol Laboratories. We always keep in mind the patients whom we serve and who use our medicines, thus maintaining a focus on living up to our ‘Quality Values’ every day. This focus helps us to ensure the highest standards and assures our healthcare partners that each of our products produced is of the utmost quality. Regulatory compliance is the starting point for all of our quality processes. These processes meet the latest international requirements at each stage of production, from sourcing raw materials, manufacturing, through to finished products and distribution.

To achieve our ambitious goals, we require people who are committed and prepared to embrace our corporate philosophy. We offer plenty of opportunities for career advancement and skill improvement. Training at Bristol Laboratories is a continuous process, and whilst basic job training is given, people with a commitment and an aptitude for challenges are selected for training for growth and higher responsibilities.

Slavery and Human trafficking statement

We have a zero tolerance to slavery in all its forms and are committed to implementing business practices that do not allow any form of slavery to take place, whether internally or as part of our supply chain. Our supply chain includes procurements of raw materials, packing materials, chemicals for testing finished pharmaceutical products, and machinery to produce the finished pharmaceutical goods. We carry out an annual review of our Anti-Slavery Policy to determine whether it may be improved for better understanding and applicability.

The in-house development of products is a key focus area for us, and we invest considerable resources in the development of new products. Research and development is an integral part of the group’s business. In determination of exploring new product opportunities, the company has invested, and is committed to continuing to invest in the research and development activities. Our Research and Development laboratory is manned by a group of highly skilled scientists and dedicated analytical experts, constantly engaged in formulating sustained release products, effervescent products, semi-solids, liquids and other new drug delivery systems. The company continues to work towards achieving a large and promising development pipeline. The company continues to develop niche products with unique drug delivery systems, such as modified and slow release, in its expanded testing laboratory, and it is anticipated that this will continue to have material impact on the growth of the company. To ensure that quality and consistency are maintained in the product development process, our scientists and technicians have the latest technical, monitoring and analytical tools at their disposal. The team is constantly engaged in investigating new ideas to improve efficiencies in existing processes to control costs, developing new capabilities and adding to our portfolio of generic products.

Our suppliers play a pivotal role to our business, in which we use the highest quality raw materials in our productions, and which are delivered to us promptly. Our suppliers keep us informed of any supply chain challenges, and notwithstanding the consequences of the global pandemic we have maintained strong relationships with our key suppliers. We are regularly in contact with our suppliers thereby ensuring our purchasing department retain an open relationship, and our suppliers are always aware of our ongoing requirements.

Customer relationships

Our customers are kept up to date with business achievements, future strategy and ongoing business activities and product developments, with a view to nurturing long term partnerships. Our objective is to provide the best level of customer service, fulfilling our customer’s sales order lists and ensuring that the products are of the highest quality standards, and are delivered in accordance to the customers’ requirements. Our staff and management continuously work hard to ensure we can offer competitive prices for our products to our customers.

This report was approved by the board of directors and signed on behalf of the board by:

The directors present their annual report and audited financial statements for the year ended 31 March 2025.

The principal activity of the company continued to be that of pharmaceutical company engaged in the development, manufacture, marketing and distribution of generic medicines in the UK, Europe and rest of the world.

The company offers a wide range of high-quality medicines to the healthcare sector in the UK, that optimises cost efficiencies whilst ensuring reliable supply.

Our strong and extensive customer base, developed through consistency of quality in products and services, has ensured sustained growth that continues to drive our ambition to become a significant global supplier.

The results for the year are set out on page 13.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Current market value of the company's interests in land and buildings are disclosed in Note 13.

Research and development activities continue to be a high priority with the development of new products and maintaining the technological excellence of existing products.

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The company's policy is to consult and discuss with employees, through union, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

Post reporting date events have disclosed in Note 28.

The auditor King & King Chartered Accountants & Statutory Auditors is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Bristol Laboratories Limited’s environmental performance information is presented in accordance with the Streamlined Energy and Carbon Reporting (“SECR”) Policy. The table below represents Bristol Laboratories Limited’s energy use and greenhouse gas (GHG) emissions from electricity and fuel for the annual reporting period 01 April 2024 to 31 March 2025. The scope of the reporting includes all UK operations.

We have followed the HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2021 UK Government’s Conversion Factors for Company Reporting.

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per employee, the recommended ratio for the sector.

Bristol Laboratories Limited’s strategy is to reduce its GHG emissions through improving energy efficiency to reduce consumption and by purchasing electricity from renewable sources. In 2021, Bristol Laboratories Limited made a conscious decision to purchase its UK electricity using REGO-backed renewable energy contracts. This purchasing covers all UK businesses and will reduce the total CO2e impacts. To improve energy efficiency, Bristol Laboratories Limited have made operational improvements across three asset areas (1) Buildings (2) Industrial Processes (3) Transport. These improvements include; upgrading HVAC and AHU systems, reducing manually operated controls and improving lighting. During the year enhancements have been made to our internal expenses system so that we can accurately capture, report and review emissions from differing vehicle types used by employees for business purposes.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of matters relating to employees, disabled persons, environmental matters (including energy use and greenhouse gas emissions), and research and development activities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The financial statements have been prepared on a going concern basis. While the directors are aware of certain material uncertainties, they have a reasonable expectation that the company will continue to operate for the foreseeable future.

During the year the company continued to manage the effects of regulatory and administrative restrictions that temporarily reduced manufacturing activity and revenue. The directors have implemented a structured recovery plan and, since the year end, have put new funding in place to restore production and support trading.

For the year ended 31 March 2025 the company recorded a loss before tax of £15.32m and at that date had net current liabilities of £11.58m and net assets of £13.71m.

The directors have prepared cash flow forecasts and budgets through to September 2027. These forecasts reflect the directors' plan to recommence and increase manufacturing as working capital becomes available. Since the year end the company has completed a property-backed refinance and has received new funding of £9.9m in June 2026 and the second tranche of plant & machinery backed finance of £5.19m is expected to be received shortly after the date of approval of these financial statements.

In preparing the going concern assessment, the directors have made a number of key judgements and assumptions. The forecasts assume the receipt of further funding of £5.19m, which is expected shortly after the date of approval of these financial statements, and the renewal or replacement, within the next twelve months, of the £9.9m funding facility. The directors also assume the achievement of forecast revenue and gross margins as production resumes and trading recovers, and the continued support of suppliers where the supplier balances are settled over time. In addition, the forecasts assume the agreement of HMRC to the settlement of PAYE and VAT arrears over the period set out in the forecasts, together with the repayment or extension of other borrowings, including a loan of £3.10m repayable in December 2026.

While the directors are confident in the company's recovery plan and in the funding now secured, they recognise that these matters depend on future events, including the receipt of the remaining funding, the renewal of facilities within the next twelve months, and the achievement of forecast trading. Accordingly, these conditions indicate the existence of a material uncertainty that may cast significant doubt on the company's ability to continue as a going concern and, therefore, that the company may be unable to realise its assets and discharge its liabilities in the normal course of business.

Having assessed these matters, and taking account of the funding now in place and the actions available to them, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. They have therefore concluded that it remains appropriate to prepare the financial statements on the going concern basis. The financial statements do not include any adjustments that would be required if the going concern basis were not appropriate.

The directors are responsible for preparing the annual report 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 UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• 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.

We have audited the financial statements of Bristol Laboratories Limited (the 'company') for the year ended 31 March 2025 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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 March 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 Auditor's 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.

Material uncertainty related to going concern

We draw attention to note 1.2 in the financial statements, which indicates that the company's ability to continue as a going concern depends on a number of future events. These include the receipt of further funding of £5.19m expected shortly after the date of approval of the financial statements, the renewal or replacement within the next twelve months of the £9.9m funding facility which is repayable twelve months from drawdown, the achievement of forecast revenue and gross margins as trading recovers, the continued support of key suppliers while supplier arrears are settled, the agreement of HMRC to the settlement of PAYE and VAT arrears over the period set out in the forecasts, and the repayment or extension of other borrowings including a loan of £3.10m repayable in December 2026.

As stated in note 1.2, these conditions, along with the other matters set forth in that note, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern.

Our opinion is not modified in respect of this matter.

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.

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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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 directors' report.

We have nothing to report in respect of the following matters in relation to which 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.

As explained more fully in the directors' responsibilities statement, 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 is 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.

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 an auditor's report 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.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

• We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant which are directly relevant to specific assertions in the financial statements are those related to the reporting frameworks Financial Reporting Standard 102 and the Companies Act 2006;

We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur, by making enquires of management, those charged with governance. We utilised internal and external information to corroborate these enquiries and to perform a fraud risk assessment for the company. We considered the risk of fraud to be significant within the areas of the recognition of revenue. Audit procedures performed by the engagement team included:

• testing the occurrence and cut-off of revenues to supporting documentation including proof of delivery and receipt of payments;

• identifying and testing journal entries considered by the engagement team to carry a significant risk of fraud.

• In assessing the potential risks of material misstatement, we obtained an understanding of:

• The company’s operations, including the nature of its revenue sources and revenue recognition policy, the assessment of material judgements made by management and the design of the control environment for the overall financial reporting process for the company;

• the company’s control environment, including the policies and procedures implemented to comply with the requirements of Financial Reporting Standard 102 and the Companies Act 2006, the adequacy of procedures for authorisation of transactions within the business and the regularity of management’s review of management accounts for indicators of material misstatement.

• We enquired of management and those charged with governance whether they were aware of any instances of non-compliance with laws and regulations or whether they had any knowledge of actual, suspected or alleged fraud;

• Where any instances of non compliance with laws and regulations and / or fraud we assessed their potential impact and followed up where appropriate;

• These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it;

• The assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team’s:

• understanding of, and practical experience with audit engagements of a similar nature and complexity through appropriate training and participation;

• knowledge of the industry in which the client operates;

• understanding of the requirements of Financial Reporting Standard 102 and the Companies Act 2006 and the application of the legal and regulatory requirements of these to the company.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 an auditor's report 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.

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

Bristol Laboratories Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 3 Canalside, Northbridge Road, Berkhamsted, HERTS, HP4 1EG.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Bristol Laboratories Limited is a wholly owned subsidiary of Bristol Laboratories Group Limited and the results of Bristol Laboratories Limited are included in the consolidated financial statements of Bristol Laboratories Group Limited which are publicly available from Companies House.

The financial statements have been prepared on a going concern basis. While the directors are aware of certain material uncertainties, they have a reasonable expectation that the company will continue to operate for the foreseeable future.

During the year the company continued to manage the effects of regulatory and administrative restrictions that temporarily reduced manufacturing activity and revenue. The directors have implemented a structured recovery plan and, since the year end, have put new funding in place to restore production and support trading.

For the year ended 31 March 2025 the company recorded a loss before tax of £15.32m and at that date had net current liabilities of £11.58m and net assets of £13.71m.

The directors have prepared cash flow forecasts and budgets through to September 2027. These forecasts reflect the directors' plan to recommence and increase manufacturing as working capital becomes available. Since the year end the company has completed a property-backed refinance and has received new funding of £9.9m in June 2026 and the second tranche of plant & machinery backed finance of £5.19m is expected to be received shortly after the date of approval of these financial statements.

In preparing the going concern assessment, the directors have made a number of key judgements and assumptions. The forecasts assume the receipt of further funding of £5.19m, which is expected shortly after the date of approval of these financial statements, and the renewal or replacement, within the next twelve months, of the £9.9m funding. The directors also assume the achievement of forecast revenue and gross margins as production resumes and trading recovers, and the continued support of suppliers where the supplier balances are settled over time. In addition, the forecasts assume the agreement of HMRC to the settlement of PAYE and VAT arrears over the period set out in the forecasts, together with the repayment or extension of other borrowings, including a loan of £3.10m repayable in December 2026.

While the directors are confident in the company's recovery plan and in the funding now secured, they recognise that these matters depend on future events, including the receipt of the remaining funding, the renewal of facilities within the next twelve months, and the achievement of forecast trading. Accordingly, these conditions indicate the existence of a material uncertainty that may cast significant doubt on the company's ability to continue as a going concern and, therefore, that the company may be unable to realise its assets and discharge its liabilities in the normal course of business.

Having assessed these matters, and taking account of the funding now in place and the actions available to them, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. They have therefore concluded that it remains appropriate to prepare the financial statements on the going concern basis. The financial statements do not include any adjustments that would be required if the going concern basis were not appropriate.

Turnover is recognised at the fair value of the consideration received or receivable for goods provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

The company manufactures, markets and distributes generic medicines. Revenue from sale of these products is recognised on point of delivery to the customers.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Land is not depreciated. Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to the statement of comprehensive income.

The assets residual values and useful lives are reviewed and adjusted if appropriate at the end of each reporting period. The effect of any change is accounted for prospectively.

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at transaction price excluding transaction costs, and are subsequently measured at fair value at each reporting date. Changes in fair value are recognised in profit or loss. Transaction costs are expensed to profit or loss as incurred.

Subsidiaries

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Investment in a subsidiary company is held at cost less accumulated impairment loss.

Associates

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investment in an associate company is held at cost less accumulated impairment loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Stocks are recognised as an expense in the period in which the related revenue is recognised. Cost is determined on the first in, first out (FIFO) method. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in the statement of comprehensive income. Reversals of impairment losses are also recognised in the statement of comprehensive income.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the statement of comprehensive income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventory or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to the statement of comprehensive income on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the statement of comprehensive income for the period.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Inventories are valued at the lower of cost and net realisable value. Net realisable value includes, where necessary, provisions for slow moving and obsolete inventories. Calculation of these estimates require judgements to be made, which include forecasting consumer demand, competitive and economic environment and inventory loss trends. This is regularly reviewed by the management on a regular basis.

Management reviews the useful lives of property, plant and equipments on a regular basis. Any changes in estimates may affect the carrying amounts of the respective property, plant and equipment with a corresponding effect on the related depreciation charge.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

An allowance for bad debts is made when collection of the full amount is no longer probable. Bad debts are written off when identified. The trade receivables balance is assessed at the end of each reporting period whether there is objective evidence of impairment and recognises a bad debt allowance if such evidence arises.

In performing their impairment tests the directors have determined that the business unit represents the smallest identifiable group of assets that generate independent cash flows. In determining the Value in Use for comparison with the carrying amount of these assets management have estimated the future cash flows over the remaining useful life of these assets. In determining these cash flows the directors have used an implicit average growth rate which represents their best estimate of the expected future performance of the business. Expected future cash flows have been discounted using the company's estimated incremental borrowing rate. The result of these impairment tests have shown no impairment is required. As part of their ongoing review of the carrying amounts and useful lives of these assets management will continue to monitor these assets and the Value In Use to determine whether further impairment charges will be required in the future.

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

Included in wages and salaries are payments to temporary agency staff.

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 2).

The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

The impairment losses in respect of financial assets are recognised in other gains and losses in the income statement.

Reversals of previous impairment losses have been recognised in profit or loss as follows:

More information on impairment movements in the year is given in note 11.

Included within tangible fixed assets are assets held under finance leases or hire purchase contracts, as follows:

Freehold land and buildings with a carrying amount of £ 16,740,000 (2024: £16,530,000 ) have been pledged to secure borrowings of the company. The company is not allowed to pledge these assets as security for other borrowings or to sell them to another entity.

The company adopted the revaluation model to measure the freehold and leasehold land and buildings with effect from 31 March 2023. Freehold land and buildings with a carrying amount of £10,674,612 and leasehold land and buildings with a carrying amount of £995,032 were revalued on 12 December 2024 by Brown & Lee Commercial Surveyors LLP, independent valuers not connected with the company on the basis of market value. The valuation are in line with the 31 March 2025.

Freehold land and buildings and leasehold land and buildings are carried at valuation. If land and buildings were measured using the cost model, the carrying amounts are as follows :-

Investment properties are freehold properties. The directors valuation of the properties are not materially different from the market values as disclosed on the balance sheet.

The company holds a 40% interest in the ordinary share capital of Brill Engines S.L., Spain and Brill International S.L., Spain. During the year, it was determined that the company no longer has significant influence over these entities within the meaning of FRS 102. Accordingly, the investments ceased to be treated as investments in associates and were reclassified as unlisted investments during the year.

Details of the company's subsidiaries at 31 March 2025 are as follows:

On 10 June 2024, Bristol Laboratories Ltd partially disposed of its investment in Brillpharma S.L., selling a 29% equity interest for £6.7m and reducing its shareholding from 70% to 49%. As a result, Brillpharma S.L. ceased to be a subsidiary and has been recognised as a financial asset investment in accordance with FRS 102. The Company does not have significant influence over Brillpharma S.L. following the disposal.

Stocks are stated after an impairment allowance made for expired goods amounting to £2,980,068 (2024: £2,413,757).

Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

Other borrowings include £815,890 (2024: £815,890) loan from the Company's Pension Scheme for 5 years bearing interest at an annual rate of 4% and £613,887 (2024: £613,887 ) loan from BRL Holdings Ltd, and loans from external party individuals of £10,077,519 bearing interest at 10% and secured by the freehold properties of the company and £400,000 bearing interest at 4%.

Other creditors include £7,299,458 (2024 : £5,879,148) loan from the director Mr T Ramachandran and which is unsecured, interest free, have no fixed date of repayment and are repayable on demand.

Amounts due to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

Bank loans of £1,027,464 and £7,206,603 were repaid during January 2025. A further bank loan of £1,266,667 was repaid during February 2025.

Other borrowings include a loan of £815,890 (2024: £815,890) from the Company’s Pension Scheme. The loan is repayable over a five-year term and bears interest at an annual rate of 4%.

Other borrowings also include a loan of £613,887 (2024: £613,887) from BRL Holding Ltd.

During the year, the Company received a loan of £400,000 from an external individual. This loan was fully repaid in December 2025.

In addition, the Company has a loan of £10,077,519 from an external party which bears interest at 10% per annum. This loan was not renewed and was therefore classified as repayable on demand as at the reporting date. The loan is fully paid in December 2025 and June 2026 by obtaining new finance.

Obligation under finance lease includes sale and leaseback facilities obtained from Praetura Asset Finance Limited over 60 months with equal monthly capital repayments. The finance lease was obtained on 19 May 2022 and repaid on 14 February 2025                        

The following are the major deferred tax liabilities and assets recognised by the company:

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

At the balance sheet date the total amount payable to the pension fund amounted to £ 88,640 (2024: £87,631), which is included in current liabilities under other creditors.

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.

The company did not have any other financial commitments, guarantees or contingent liabilities at year end other than those disclosed under contingencies.

The company has bank guarantees, bonds and indemnities of £ 40,000 (2024: £40,000).

The company did not have any other capital commitments, guarantees or contingent liabilities at year end other than those disclosed under contingencies.

Since the year end the company has completed a refinancing of its property assets. On 18 June 2026 the company entered into a new secured funding facility, providing gross funding of approximately £9.9 million secured against the company's freehold properties. The proceeds were applied to redeem the company's existing secured borrowings, including a redemption payment of US$10,055,680.48 (£7,729,438.89) to the previous secured lender, whose legal charges over the properties were released on completion.

The company has taken exemptions under the sections of Financial Reporting Standards of FRS102 “The Financial Standards and applicable in the UK and Republic of Ireland not to disclose related party transactions with wholly owned members of the Bristol Laboratories Group Limited.

Other creditors include £7,299,458 (2024: £5,879,148 ) loan from the director Mr T Ramachandran which is repayable on demand and is non-interest bearing.

The company is a 100% subsidiary of Bristol Laboratories Group Ltd, a company incorporated in England.

The consolidated financial statements are publicly available at the Companies House, Crown Way, Cardiff, CF14 3UZ.

The ultimate controlling party are the Trustees of the T Ramachandran Trust.