ACCOUNTS - Final Accounts

Operating loss

The operating loss is stated after charging:

Registered number: 03783386

MEDPHARM LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

MEDPHARM LIMITED

COMPANY INFORMATION

Directors	W D Humphries (appointed 1 April 2025)
	D J Parker


Registered number	03783386


Registered office	Unit 3, Chancellor Court 50 Occam Road
	Surrey Research Park
	Guildford
	Surrey
	GU2 7AB


Independent auditor	MHA
	6th Floor
	2 London Wall Place
	London
	EC2Y 5AU

MEDPHARM LIMITED

CONTENTS

	Page
Strategic report	1 - 3
Directors' report	4 - 6
Independent auditor's report	7 - 9
Statement of comprehensive income	10
Statement of financial position	11
Statement of changes in equity	12 - 13
Notes to the financial statements	14 - 29

MEDPHARM LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The directors present the Strategic Report for the year ended 31 December 2024.

Medpharm Limited is a leading, global provider of contract topical and transdermal product design and formulation development services.

MedPharm has fully established R&D centers in the US and UK and GMP clinical manufacturing in the US and UK. Since establishment in 1999, MedPharm has partnered with a variety of high-profile clients to develop and deliver over 85 superior products to the market which are directly are directly benefiting patients with a wide variety of conditions.

MedPharm are experts at reducing risk and accelerating development times for generic and proprietary pharmaceutical customers through proprietary, industry-leading performance-testing models. Well established as a global leader in dermatology, nail, mucosal membrane and transdermal product development, MedPharm also offers innovative solutions for ophthalmic and airway preparations. These solutions are recognized for their scientific rigor by regulators and investors.

Medpharm also holds patented technology based on the 'patch-in-a-can' concept - "MedSpray". MedSpray benefits patients by offering the possibility of long-term dosing of a product through the skin or mucosal membrane from a clear 'patch' conveniently applied as a spray from a can. It is applicable to a wide variety of products including those for curing infections or pain management. The unique dosing offers clients the opportunity to differentiate their product and potentially achieve premium pricing for extended effects. The technology is often applicable when clients are considering the life cycle management of established products.

Medpharm can support clients throughout the development process from initial API characterisation to clinical manufacture. Importantly, Medpharm offers flexibility to deliver the parts of a client's development programme which best fit with their requirements. Fundamentally, Medpharm will propose to clients the optimal program for their current circumstances that maximises the chance for achieving the desired outcome and efficiently mitigates the risks associated with the project. Our strategy is aimed at leveraging and expanding the firm's unique capabilities to continue to provide clients with outstanding service, enabling them to deliver outstanding treatments for the ultimate consumer.

Business review

With a view to maintaining their standing in the market, MedPharm merged with Tergus Pharma in June 2024 with the goal of establishing the leading end-to-end topical and transepithelial CDMO. The combined companies continued to operate under the MedPharm name. Post merger, MedPharm experienced challenges with cancellations of customer projects and encountered turnover in leadership, both leading to a decline in FY24 backlog, revenue and cash. However, the sales pipeline for future project revenue remained strong. In January 2025, the group appointed William “Bill” Humphries as President & CEO. Within months of appointment, leadership became structured and the sales pipeline began to increase with clear direction and momentum.

Page 1

MEDPHARM LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties

The principal risks and uncertainties facing the company are discussed below:

Financial risk management

Credit risk
Medpharm is exposed to credit risk from credit sales. It is group policy that the credit risk of customers is assessed and to factor the information from the assessment into future dealings with customers, therefore mitigating the risk. Medpharm also requires significant upfront payments from customers to cover ongoing project costs and operates stringent credit control procedures across all group companies.

Liquidity risk
The company actively manages its finances by reviewing cashflows, performance against budget and the availability of working capital to ensure that it has sufficient available funds for its operations.

Interest rate risk
The company monitors all interest bearing assets and liabilities and their financial impact.

FX risk
The company is exposed to foreign exchange fluctuation risk through expanding activities with overseas customers. The company mitigates these risks by denominating contracts in stable currencies, monitoring foreign exchange movements and planning accordingly.

Market risk
The industry in which the group operate has experienced a sustained period of challenges, including the reduction of financing available to its customers and potential customers. The impact of this on the business is mitigated by aggressive management of the group's cost structure to ensure sufficient liquidity to maintain operations.

Operational risk management

Resourcing risk
Medpharm aims to be lean and as responsive to client demands as possible. Managing capacity and throughput have always been key to achieving high profitability levels. However, with increasing success in targeting blue chip clients, managing client agendas and balancing work schedules are even more critical to avoiding lost throughput.

Project risk
There are inherent risks with all research projects, which are compounded by frequent changes in client strategies, which can lead to early terminations of projects which show less favourable results. We aim to mitigate these risks via contract terms and flexible scheduling wherever possible.

Management and staff risk
Management teams meet consistently to ensure that operations run smoothly and efficiently, and that client timelines are being met while generating profitability.

Health and safety

The company conducts its business in a manner that protects the safety of those involved in its operations. The company strives to prevent all accidents, incidents and occupational illnesses through its Health, Safety, Security & Environment (HSSE) Management System. This is embedded into everyday work processes at all levels of the organisation and addresses all aspects of managing safety and health, as well as security, environmental and social risks at our facilities. The company is committed to continuous efforts to identify and eliminate or manage health and safety risks associated with its activities.

Page 2

MEDPHARM LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Financial key performance indicators

A range of Key Performance Indicators (KPIs) are used to monitor and manage the business and ensure focus is maintained on the key priorities, outlined below:

31 December 2024 31 December 2023
Revenue £9,041,550 £11,296,451
(Loss)/profit before tax (£26,018,764) (£6,940,548)
Working capital (net current (liabilities)/assets) (£34,804,255) (£9,245,902)

This report was approved by the board and signed on its behalf.

W D Humphries

Director

Date: 6 July 2026

Page 3

MEDPHARM LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

∙make judgments 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 to 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.

Results and dividends

The loss for the year, after taxation, amounted to £26,200,365 (2023 - loss £6,865,187).

No dividends were paid during the year. The directors do not recommend payment of a final dividend.

Directors

The directors who served during the year were:

D J Parker

P D Walsh (appointed 31 October 2024, resigned 18 September 2025)

M Kane (appointed 27 June 2024, resigned 31 October 2024)

E Hjerpe (appointed 27 June 2024, resigned 31 March 2025)

M B Brown (resigned 17 January 2024)

T Wahlbrink (resigned 18 September 2025)

Page 4

MEDPHARM LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Future developments

In parallel with fee for service for our clients as outlined above, Medpharm is constantly looking for opportunities to develop new formulation and drug delivery technologies which enhance clients' products, provide clinical benefits for patients and meet the increasingly stringent requirements of regulatory authorities.

Medpharm believes that current services can be more broadly deployed to improve the lives of an even wider group of consumers and to do so we need to communicate with a broader market and clearly demonstrate tangible benefits to potential clients, emphasising our top-quality, rapid and low risk development propositions.

Additional investments to expand capacity are in progress and complimentary acquisitions will be sought where significant synergies exist.

Going concern

The financial statements have been prepared assuming the company will continue as a going concern. The going concern assumption contemplates the realisation of assets and satisfaction of liabilities in the normal course of business. However, the industry in which the company operates has experienced a prolonged downturn, which has resulted in many of the company’s customers facing financial challenges. As such, the company experienced a significant decline in turnover in recent years culminating in the generation of an operating loss of £6,946,293 in 2023 and £5,104,688 in 2024. Following the loss in 2023, the wider group undertook multiple refinancing transactions in order to fund its operations. In addition, the group merged with Tergus Pharma Inc., a similarly sized, US-based contract development and manufacturing organization (CDMO) that also focused on topical and transdermal pharmaceuticals. As a result of the merger with Tergus and the expansion opportunities afforded by the combined businesses, the Group required additional funding to continue its operations and finance growth initiatives.

In April 2025, the group was refinanced by its existing shareholder group. The refinancing included US$11.9 million of new equity financing, US$3.0 million of which was used to reduce the third-party debt obligations of the group. This financing, in combination with additional equity investments made in late 2024 and early 2025, bring the total recent financing efforts of the group to US$18.0 million. The directors of the group continue to explore other strategies that will help ensure continued operations, including incremental cost reductions, expansion of its offerings to new end-markets and geographies, and the merger or acquisition of other companies in the industry.

From a strategic perspective, further focus was placed on the leadership team in 2025. This culminated in growing client awards, building the level of secured work and bringing cash reserves to stability. This has led to a more positive outlook for 2025 and beyond.

The group's funders, Ampersand Capital, have confirmed their willingness and ability to continue to fund and support the wider MedPharm group.

All such things taken into consideration allows the directors to conclude that, the company shall have the necessary liquidity to conduct normal operations through a date twelve months beyond the date of these financial statements. Accordingly, the financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the company were unable to continue as a going concern.

Qualifying third-party indemnity provisions

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.

Page 5

MEDPHARM LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Post balance sheet events

The wider Medpharm group has undergone significant restructuring since the balance sheet date, as outlined in note 23 to the financial statements.

Auditor

The auditor, MHA, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

W D Humphries

Director

Date: 6 July 2026

Page 6

MEDPHARM LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MEDPHARM LIMITED

Opinion

We have audited the financial statements of Medpharm Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 December 2024 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 United Kingdom, including the Financial Reporting Council'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.

Page 7

MEDPHARM LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MEDPHARM LIMITED (CONTINUED)

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.

Opinion 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 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.

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 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.

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 4, 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.

Page 8

MEDPHARM LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MEDPHARM LIMITED (CONTINUED)

Auditor's 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 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.

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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

∙Enquiry of management and those charged with governance around actual and potential litigation claims;

∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;

∙Reviewing minutes of meetings for those charged with governance; and

∙Reviewing financial statement disclosures to assess compliance with applicable laws and regulations.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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 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.

Stephen Poleykett BA (Hons) FCA (Senior statutory auditor)

for and on behalf of

MHA

London, United Kingdom

8 July 2026

MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC4555542).

Page 9

MEDPHARM LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	9,041,550	11,296,451
Cost of sales		(9,878,488)	(13,155,706)
Gross loss		(836,938)	(1,859,255)
Administrative expenses		(4,885,776)	(5,097,220)
Other operating income	5	583,955	10,182
Operating loss	6	(5,138,759)	(6,946,293)
Amounts written off investments		(20,933,925)	-
Interest receivable and similar income	10	19,849	5,745
Loss before tax		(26,052,835)	(6,940,548)
Tax on loss	11	(147,530)	75,361
Loss for the financial year		(26,200,365)	(6,865,187)

Other comprehensive income for the year
Currency translation differences	(6,761)	(37,106)
Other comprehensive income for the year	(6,761)	(37,106)
Total comprehensive income for the year	(26,207,126)	(6,902,293)

The notes on pages 14 to 29 form part of these financial statements.

Page 10

MEDPHARM LIMITED

REGISTERED NUMBER: 03783386

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	12		2,304,120		2,786,146
Investments	13		1		166,778
			2,304,121		2,952,924
Current assets
Stocks	14	-		50,281
Debtors: amounts falling due within one year	15	6,435,358		4,038,374
Cash at bank and in hand	16	216,669		575,269
		6,652,027		4,663,924
Creditors: amounts falling due within one year	17	(41,456,252)		(13,909,826)
Net current liabilities			(34,804,225)		(9,245,902)
Total assets less current liabilities			(32,500,104)		(6,292,978)

Net liabilities			(32,500,104)		(6,292,978)

Capital and reserves
Called up share capital	18	10,025	10,025
Share premium account	19	73,148	73,148
Capital redemption reserve	19	71	71
Profit and loss account	19	(32,583,348)	(6,376,222)
		(32,500,104)	(6,292,978)

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

W D Humphries

Director

Date: 6 July 2026

The notes on pages 14 to 29 form part of these financial statements.

Page 11

MEDPHARM LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Capital redemption reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2024	10,025	73,148	71	(6,376,222)	(6,292,978)
Comprehensive income for the year
Loss for the year	-	-	-	(26,200,365)	(26,200,365)
Currency translation differences	-	-	-	(6,761)	(6,761)
Other comprehensive income for the year	-	-	-	(6,761)	(6,761)
Total comprehensive income for the year	-	-	-	(26,207,126)	(26,207,126)
Total transactions with owners	-	-	-	-	-
At 31 December 2024	10,025	73,148	71	(32,583,348)	(32,500,104)

The notes on pages 14 to 29 form part of these financial statements.

Page 12

MEDPHARM LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

	Called up share capital	Share premium account	Capital redemption reserve	Share based payment reserve	Profit and loss account	Total equity
	£	£	£	£	£	£
At 1 January 2023	10,025	73,148	71	1,136,120	(610,049)	609,315
Comprehensive income for the year
Loss for the year	-	-	-	-	(6,865,187)	(6,865,187)
Currency translation differences	-	-	-	-	(37,106)	(37,106)
Other comprehensive income for the year	-	-	-	-	(37,106)	(37,106)
Total comprehensive income for the year	-	-	-	-	(6,902,293)	(6,902,293)
Transfer to/from profit and loss account	-	-	-	(1,136,120)	1,136,120	-
Total transactions with owners	-	-	-	(1,136,120)	1,136,120	-
At 31 December 2023	10,025	73,148	71	-	(6,376,222)	(6,292,978)

The notes on pages 14 to 29 form part of these financial statements.

Page 13

MEDPHARM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Medpharm Limited is a private company limited by shares and is registered and incorporated in England and Wales in the United Kingdom. The registered office is Unit 3, Chancellor Court, 50 Occam Road, Surrey Research Park, Guildford, Surrey, GU2 7AB.

The company's principal activities and nature of its operations are disclosed in the Directors' Report.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

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

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;

∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Medpharm Holdco Limited as at 31 December 2024 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.

2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 14

MEDPHARM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Going concern

Page 15

MEDPHARM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP and rounded to the nearest £.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

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

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except to the extent that they relate to gains or losses on non-monetary items recognised in other comprehensive income, when the related transaction gain or loss is also recognised in other comprehensive income.

2.6

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.7

Operating leases: the Company as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 16

MEDPHARM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.8

Research and development

Research and development expenditure is written off against profits in the year in which it is incurred.
The estimated claim is recognised within other operating income.

2.9

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.

Grants of a revenue nature are recognised in the Statement of comprehensive income in the same period as the related expenditure.

2.10

Interest income

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

2.11

Borrowing costs

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

2.12

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

2.13

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

2.14

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 17

MEDPHARM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.14

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

Depreciation is provided on the following basis:

Long-term leasehold property	-	5-20% straight line
Plant and machinery	-	10-20% straight line
Fixtures and fittings	-	15% straight line
Office equipment	-	20% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.15

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.17

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.18

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 18

MEDPHARM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.19

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.20

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.21

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.

Page 19

MEDPHARM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.21

Financial instruments (continued)

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Page 20

MEDPHARM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical accounting estimates and assumptions
The company makes estimates and assumptions concerning the future. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results.

Long-term contracts
Estimates are made in respect of establishing the stage of completion of long-term contracts. In determining the stage of completion, the directors estimate the costs to complete and compare costs incurred as a proportion of total expected costs. Costs relate mainly to contractual hourly staff rates, materials and equipment.

Recoverability of receivables
The company establishes a provision for receivables that are estimates not to be recoverable. When assessing recoverability, the directors consider factors such as the ageing of the receivables, past experience of recoverability, and the credit profile of individual or groups of customers.

Turnover

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	1,965,631	1,423,230
Rest of Europe	961,594	2,032,093
Rest of the world	6,114,325	7,841,128
	9,041,550	11,296,451

5.	Other operating income
		2024	2023
		£	£

Government grants receivable	583,955	10,182
	583,955	10,182

Page 21

MEDPHARM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Exchange differences	(17,375)	8,429
	Other operating lease rentals	402,048	470,973

Fees payable to the company's auditor for the audit of the company's financial statements

60,000

70,000

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

Wages and salaries	3,011,232	3,624,691
Social security costs	342,945	354,948
Cost of defined contribution scheme	147,638	172,059
	3,501,815	4,151,698

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

	2024	2023
	No.	No.

Employees	78	94

Page 22

MEDPHARM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

9.	Directors' remuneration
		2024	2023
		£	£

Directors' emoluments	-	72,002
	-	72,002

10.	Interest receivable
		2024	2023
		£	£

	Other interest receivable	19,849	5,745
		19,849	5,745

Corporation tax
Current tax on profits for the year	147,530	(75,361)
	147,530	(75,361)

Total current tax	147,530	(75,361)

	Deferred tax
	Total deferred tax	-	-


	Tax on loss	147,530	(75,361)

Page 23

MEDPHARM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.Taxation (continued)

Loss on ordinary activities before tax

(26,052,835)

(6,940,548)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 24% (2023 - 23.5%)	(6,252,680)	(1,631,029)
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	5,128,643	88,541
Depreciation in excess of capital allowances	112,225	51,437
Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge	147,530	-
Unrelieved tax losses carried forward	1,011,812	1,415,690
Total tax charge for the year	147,530	(75,361)

Page 24

MEDPHARM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.Taxation (continued)

Factors that may affect future tax charges

Deferred tax assets have not been recognised in respect of losses of £13,681,545 (2023 - £9,634,297) as it is not probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

12.	Tangible fixed assets

	Long-term leasehold property	Plant and machinery	Fixtures and fittings	Office equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2024	2,120,040	3,545,453	335,378	540,279	6,541,150
Additions	-	-	-	10,465	10,465
At 31 December 2024	2,120,040	3,545,453	335,378	550,744	6,551,615
Depreciation
At 1 January 2024	718,731	2,545,813	190,373	300,087	3,755,004
Charge for the year	141,363	287,979	22,453	40,696	492,491
At 31 December 2024	860,094	2,833,792	212,826	340,783	4,247,495
Net book value
At 31 December 2024	1,259,946	711,661	122,552	209,961	2,304,120
At 31 December 2023	1,401,309	999,640	145,005	240,192	2,786,146

Page 25

MEDPHARM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Fixed asset investments

	Investments in subsidiary companies	Loans to subsidiaries	Total
	£	£	£
Cost or valuation
At 1 January 2024	340	166,438	166,778
Additions	-	20,767,148	20,767,148
Amounts written off	(339)	(20,933,586)	(20,933,925)
At 31 December 2024	1	-	1

During the year, a capital contribution of £20,767,148 was extended to the company's US subsidiary, MP Pharma Services Inc., primarily for the purposes of paying off its debt obligations. On review of the company's value, management deemed that an impairment of the investment value was necessary and the balance has subsequently been impaired to £1.

Subsidiary undertaking
The following was a subsidiary undertaking of the Company:
Name	Registered office	Class of shares	Holding

MP Pharma Services Inc.

42222 Emperor Blvd, Suite 320, Durham, NC 27703

Ordinary

100%

14.	Stocks
		2024	2023
		£	£

Raw materials and consumables	-	50,281
	-	50,281

Page 26

MEDPHARM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.

Debtors

					2024	2023
					£	£


Trade debtors	1,478,828	1,355,256
Amounts owed by group undertakings	504,338	-
Other debtors	1,095,029	617,999
Prepayments and accrued income	3,357,163	2,065,119
	6,435,358	4,038,374

16.	Cash and cash equivalents
		2024	2023
		£	£

Cash at bank and in hand	216,669	575,269
Less: bank overdrafts	(1,484)	(3,566)
	215,185	571,703

17.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Bank overdrafts	1,484	3,566
Trade creditors	631,202	748,372
Amounts owed to group undertakings	38,486,055	10,735,804
Other taxation and social security	92,192	118,438
Other creditors	255,649	189,847
Accruals and deferred income	1,989,670	2,113,799
	41,456,252	13,909,826

Amounts owed to group undertakings are unsecured, payable on demand and interest free.

Page 27

MEDPHARM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

18.	Share capital
		2024	2023
		£	£

Authorised, allotted, called up and fully paid

423,000 (2023 - 423,000) Ordinary shares of £0.01 each	4,230	4,230
408,200 (2023 - 408,200) Ordinary G1 shares of £0.01 each	4,082	4,082
171,300 (2023 - 171,300) Ordinary G2 shares of £0.01 each	1,713	1,713

	10,025	10,025

The company's Ordinary shares carry no right to fixed income but carry the right to one vote at general meetings of the company.

The company's Ordinary G1 shares and Ordinary G2 shares carry no right to vote at the general meetings of the company.

19.

Reserves

Share premium account

The share premium account relates to consideration received for shares issued above their nominal value net of transaction costs.

Capital redemption reserve

The capital redemption reserve records the nominal value of shares repurchased by the company.

Profit and loss account

The profit and loss account is represented by retained earnings.

20.	Pension commitments

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund in the year and amounted to £147,638 (2023 - £172,049). Contributions totalling £21,317 (2023 - £24,167) were payable to the fund at the balance sheet date and are included in creditors.

Page 28

MEDPHARM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Not later than 1 year	342,340	342,340
Later than 1 year and not later than 5 years	1,369,360	1,369,360
Later than 5 years	427,925	770,265
	2,139,625	2,481,965

22.	Related party transactions
	The company has taken advantage of the exemptions provided by Section 33 of FRS 102 'Related Party Disclosures' and has not disclosed transactions entered into between two or more members of a group, provided that any subsidiary undertaking which is party to the transactions is wholly owned by a member of that group.

23.	Post balance sheet events

In March 2025, the parent company of Medpharm Limited entered into a US$2,000,000 (approximately £1.5 million) financing transaction with certain existing shareholders.

In April 2025, the parent company of Medpharm Limited was recapitalised, which included incremental equity financing from certain existing shareholders and a coterminous restructuring of debt obligations assumed in the June 2024 merger with Tergus. The recapitalization included US$11.9 million of financing from new equity issuances, of which US$3.0 million was used to reduce the company’s outstanding debt. The lender also agreed to convert 50% of the remaining debt balance into an equity instrument. The remainder of the financing will be used to support continued operations of the Company.

24.	Controlling party

Ampersand 2014 Limited Partnership is the ultimate controlling party.

Medpharm Holdco Limited is the immediate parent, a company registered in the United Kingdom at Unit 3, Chancellor Court 50 Occam Road, Surrey Research Park, Guildford, GU2 7AB. Medpharm Holdco Limited is the smallest and largest group for which consolidated accounts including Medpharm Limited are prepared.

Following the restructuring of the group in June 2024, the ultimate parent of the group is now Montana Holdco LLC, a limited company registered in Delaware in the United States of America.

Page 29