ACCOUNTS - Final Accounts

Operating profit/(loss)

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

Registered number: 11234758

MEDPHARM HOLDCO LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

MEDPHARM HOLDCO LIMITED

COMPANY INFORMATION

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


Registered number	11234758


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


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

MEDPHARM HOLDCO LIMITED

CONTENTS

	Page
Group strategic report	1 - 3
Directors' report	4 - 6
Independent auditor's report	7 - 10
Consolidated statement of comprehensive income	11
Consolidated statement of financial position	12 - 13
Company statement of financial position	14
Consolidated statement of changes in equity	15 - 16
Company statement of changes in equity	17 - 18
Consolidated statement of cash flows	19 - 20
Consolidated analysis of net debt	21
Notes to the financial statements	22 - 43

MEDPHARM HOLDCO LIMITED

GROUP 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, the main trading company in the group (Medpharm) is a leading, global provider of contract topical and transdermal product design and formulation development services.

Medpharm has fully established R&D centres 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 opthalmic and airway preparations. These solutions are recognised for their scientific rigour 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 change 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 HOLDCO LIMITED

GROUP 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 group 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 group monitors all interest bearing assets and liabilities and their financial impact.

FX risk
The group 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 operations 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 management health and safety risks associated with its activities.

Page 2

MEDPHARM HOLDCO LIMITED

GROUP 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 (£1,096,894) (£12,051,273)
Working capital (net current (liabilities)/assets) £2,679,194 (£7,291,826)

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

W D Humphries

Director

Date: 6 July 2026

Page 3

MEDPHARM HOLDCO 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 Group strategic report, the Directors' report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Group'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 Group 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 the Group 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 the Group 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 £1,614,627 (2023 - loss £12,412,039).

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:

N Barras (resigned 17 January 2024)

M B Brown (resigned 17 January 2024)

P H Johnson (resigned 17 January 2024)

A G Muddle (resigned 17 January 2024)

D Parker

T Wahlbrink (resigned 18 September 2025)

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

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

L Allen (appointed 17 January 2024, resigned 7 June 2024)

M Hinson (appointed 17 January 2024, resigned 27 June 2024)

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

Page 4

MEDPHARM HOLDCO 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 Group 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 Group operates has experienced a prolonged downturn, which has resulted in many of the Group's customers facing financial challenges. As such, the Group experienced a significant decline in turnover in recent years culminating in the generation of an operating loss of £10,052,360. Following the loss in 2023, the wider group undertook multiple refinancing transactions in order to fund its operations. This resulted in an operating profit for the year of £749,929 and a loss before taxation of £1,050,965, both significant improvements on 2023. 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 primary 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 Group and 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 Group and Company were unable to continue as a going concern.

Qualifying third-party indemnity provisions

The Group 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 HOLDCO 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 and the Group'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 and the Group'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 30 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 HOLDCO LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MEDPHARM HOLDCO LIMITED

Opinion

We have audited the financial statements of Medpharm Holdco Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated analysis of net debt, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company 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 Group's and of the Parent Company's affairs as at 31 December 2024 and of the Group's 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 Group 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 Group's or the Parent 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 HOLDCO LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MEDPHARM HOLDCO 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 Group 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 Group 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 Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the Parent Company 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.

Page 8

MEDPHARM HOLDCO LIMITED

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

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 Group's and the Parent 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

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 Group 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.

Page 9

MEDPHARM HOLDCO LIMITED

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

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

Statutory Auditors

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 10

MEDPHARM HOLDCO LIMITED

CONSOLIDATED 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		(4,119,674)	(5,355,702)
Gross profit		4,921,876	5,940,749
Administrative expenses		(12,053,475)	(13,655,754)
Exceptional administrative expenses	13	-	(2,347,537)
Government grants receivable	5	583,955	10,182
Exceptional other operating income	13	7,294,573	-
Operating profit/(loss)	6	746,929	(10,052,360)
Interest receivable and similar income	10	19,849	5,745
Interest payable and similar expenses	11	(1,817,743)	(2,146,748)
Loss before taxation		(1,050,965)	(12,193,363)
Tax on loss	12	(563,662)	(218,676)
Loss for the financial year		(1,614,627)	(12,412,039)


Currency translation differences	(867,388)	(43,229)
Other comprehensive income for the year	(867,388)	(43,229)
Total comprehensive income for the year	(2,482,015)	(12,455,268)

(Loss) for the year attributable to:
Owners of the Parent Company	(1,614,627)	(12,412,039)
	(1,614,627)	(12,412,039)

The notes on pages 22 to 43 form part of these financial statements.

Page 11

MEDPHARM HOLDCO LIMITED

REGISTERED NUMBER: 11234758

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	16		7,802,739		9,106,268
			7,802,739		9,106,268
Current assets
Stocks	18	-		79,973
Debtors: amounts falling due within one year	19	8,092,316		6,949,056
Cash at bank and in hand	20	272,493		1,079,421
		8,364,809		8,108,450
Creditors: amounts falling due within one year	21	(5,685,615)		(15,400,276)
Net current assets/(liabilities)			2,679,194		(7,291,826)
Total assets less current liabilities			10,481,933		1,814,442
Creditors: amounts falling due after more than one year	22		(23,003,195)		(19,711,240)
Provisions for liabilities
Deferred taxation	23	(1,094,170)		(729,041)
Other provisions	24	(2,039,209)		(2,347,537)
			(3,133,379)		(3,076,578)
Net liabilities			(15,654,641)		(20,973,376)

Capital and reserves
Called up share capital	25	-	14,857,027
Foreign exchange reserve	26	(866,750)	(6,123)
Profit and loss account	26	(14,787,891)	(35,824,280)
Equity attributable to owners of the Parent Company		(15,654,641)	(20,973,376)
		(15,654,641)	(20,973,376)

Page 12

MEDPHARM HOLDCO LIMITED

REGISTERED NUMBER: 11234758

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2024

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 22 to 43 form part of these financial statements.

Page 13

MEDPHARM HOLDCO LIMITED

REGISTERED NUMBER: 11234758

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Investments	17		1		1
			1		1
Current assets
Debtors: amounts falling due within one year	19	20,782,923		4,150,884
		20,782,923		4,150,884
Total assets less current liabilities			20,782,924		4,150,885

Creditors: amounts falling due after more than one year	22		(23,003,195)		(19,711,240)

Net liabilities			(2,220,271)		(15,560,355)

Capital and reserves
Called up share capital	25	-	14,857,027
Profit and loss account	26	(2,220,271)	(30,417,382)
		(2,220,271)	(15,560,355)

The company made a profit of £5,539,334 (2024 - loss of £7,990,695) in the year.

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 22 to 43 form part of these financial statements.

Page 14

MEDPHARM HOLDCO LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Foreign exchange reserve	Profit and loss account	Equity attributable to owners of Parent Company	Total equity
	£	£	£	£	£
At 1 January 2024	14,857,027	(6,123)	(35,824,280)	(20,973,376)	(20,973,376)
Comprehensive income for the year
Loss for the year	-	-	(1,614,627)	(1,614,627)	(1,614,627)
Currency translation differences	-	(860,627)	(6,761)	(867,388)	(867,388)
Other comprehensive income for the year	-	(860,627)	(6,761)	(867,388)	(867,388)
Total comprehensive income for the year	-	(860,627)	(1,621,388)	(2,482,015)	(2,482,015)
Contributions by and distributions to owners
Shares issued during the year	7,800,750	-	-	7,800,750	7,800,750
Shares cancelled during the year	(22,657,777)	-	22,657,777	-	-
Total transactions with owners	(14,857,027)	-	22,657,777	7,800,750	7,800,750
At 31 December 2024	-	(866,750)	(14,787,891)	(15,654,641)	(15,654,641)

The notes on pages 22 to 43 form part of these financial statements.

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MEDPHARM HOLDCO LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

	Called up share capital	Foreign exchange reserve	Share based payment reserve	Profit and loss account	Equity attributable to owners of Parent Company	Total equity
	£	£	£	£	£	£
At 1 January 2023	10,500,000	-	1,136,120	(24,511,255)	(12,875,135)	(12,875,135)
Comprehensive income for the year
Loss for the year	-	-	-	(12,412,039)	(12,412,039)	(12,412,039)
Currency translation differences	-	(6,123)	-	(37,106)	(43,229)	(43,229)
Other comprehensive income for the year	-	(6,123)	-	(37,106)	(43,229)	(43,229)
Total comprehensive income for the year	-	(6,123)	-	(12,449,145)	(12,455,268)	(12,455,268)
Contributions by and distributions to owners
Shares issued during the year	4,357,027	-	-	-	4,357,027	4,357,027
Transfer to/from profit and loss account	-	-	(1,136,120)	1,136,120	-	-
Total transactions with owners	4,357,027	-	(1,136,120)	1,136,120	4,357,027	4,357,027
At 31 December 2023	14,857,027	(6,123)	-	(35,824,280)	(20,973,376)	(20,973,376)

The notes on pages 22 to 43 form part of these financial statements.

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MEDPHARM HOLDCO LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2024	14,857,027	(30,417,382)	(15,560,355)
Comprehensive income for the year
Loss for the year	-	5,539,334	5,539,334
Total comprehensive income for the year	-	5,539,334	5,539,334
Contributions by and distributions to owners
Shares issued during the year	7,800,750	-	7,800,750
Shares cancelled during the year	(22,657,777)	22,657,777	-
Total transactions with owners	(14,857,027)	22,657,777	7,800,750
At 31 December 2024	-	(2,220,271)	(2,220,271)

The notes on pages 22 to 43 form part of these financial statements.

Page 17

MEDPHARM HOLDCO LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

	Called up share capital	Share based payment reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2023	10,500,000	1,136,120	(23,562,807)	(11,926,687)
Comprehensive income for the year
Loss for the year	-	-	(7,990,695)	(7,990,695)
Total comprehensive income for the year	-	-	(7,990,695)	(7,990,695)
Contributions by and distributions to owners
Shares issued during the year	4,357,027	-	-	4,357,027
Transfer to/from profit and loss account	-	(1,136,120)	1,136,120	-
Total transactions with owners	4,357,027	(1,136,120)	1,136,120	4,357,027
At 31 December 2023	14,857,027	-	(30,417,382)	(15,560,355)

The notes on pages 22 to 43 form part of these financial statements.

Page 18

MEDPHARM HOLDCO LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
Loss for the financial year	(1,614,627)	(12,412,039)
Adjustments for:
Depreciation of tangible assets	1,435,223	1,555,764
Interest paid	1,817,743	2,146,748
Interest received	(19,849)	(5,745)
Taxation charge	563,622	218,676
Decrease in stocks	79,973	28,610
Decrease in debtors	1,046,872	1,336,361
(Increase)/decrease in amounts owed by groups	(1,781,375)	-
Increase in creditors	3,315,171	927,641
Increase in amounts owed to groups	4,685	-
(Decrease)/increase in provisions	(308,328)	2,347,537
Corporation tax (paid)/received	(210,357)	361,756
Foreign exchange	(860,627)	(6,123)
Net cash generated from operating activities	3,468,126	(3,500,814)

Cash flows from investing activities
Purchase of tangible fixed assets	(29,171)	(399,072)
Interest received	19,849	5,745
Net cash from investing activities	(9,322)	(393,327)
Cash flows from financing activities
Issue of ordinary shares	-	1,853,257
New secured loans	-	1,132,815
Repayment of loans	(5,270,860)	-
Other new loans	-	2,777,432
Repayment of other loans	(4,470,335)	-
Repayment of/new finance leases	-	(13,269)
Shares treated as debt - redeemed	7,294,573	-
Interest paid	(1,817,743)	(2,146,748)
Net cash used in financing activities	(4,264,365)	3,603,487

Page 19

MEDPHARM HOLDCO LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

		2024	2023
		£	£


Net (decrease) in cash and cash equivalents	(805,561)	(290,654)
Cash and cash equivalents at beginning of year	1,075,855	1,366,509
Cash and cash equivalents at the end of year	270,294	1,075,855

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	272,493	1,079,421
Bank overdrafts	(2,199)	(3,566)
	270,294	1,075,855

The notes on pages 22 to 43 form part of these financial statements.

Page 20

MEDPHARM HOLDCO LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024


At 1 January 2024	Cash flows	At 31 December 2024
£	£	£

Cash at bank and in hand	1,079,421	(806,928)	272,493
Bank overdrafts	(3,566)	1,367	(2,199)
Debt due after 1 year	(19,711,240)	(3,291,955)	(23,003,195)
Debt due within 1 year	(9,747,184)	9,741,195	(5,989)
	(28,382,569)	5,643,679	(22,738,890)

The notes on pages 22 to 43 form part of these financial statements.

Page 21

MEDPHARM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Medpharm Holdco 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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

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

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

Page 22

MEDPHARM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

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 primary 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.

Page 23

MEDPHARM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

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 when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 Group 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.

Page 24

MEDPHARM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.6

Operating leases: the Group 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.

2.7

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.

2.8

Government grants

Grants are accounted under the accruals model as permitted by FRS 102.

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

2.9

Interest income

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

2.10

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.11

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

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

Page 25

MEDPHARM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.13

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax 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 and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.14

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

2.15

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

2.16

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 26

MEDPHARM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.16

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.

2.17

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.18

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Work in progress and finished goods include labour and attributable overheads.

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.

2.19

Debtors

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

2.20

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.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

Page 27

MEDPHARM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.21

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.

2.22

Provisions for liabilities

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

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

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

Page 28

MEDPHARM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.23

Financial instruments

The Group 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 Group's Statement of financial position when the Group 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 Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

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.

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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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

Page 29

MEDPHARM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.23

Financial instruments (continued)

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.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

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.

Page 30

MEDPHARM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Turnover

An analysis of turnover by class of business is as follows:
	2024	2023
	£	£

Revenue	9,041,550	11,296,451
	9,041,550	11,296,451

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
Write off of historic preference share interest	7,294,573	-
	7,878,528	10,182

Depreciation	1,435,223	1,555,764
Exchange differences	(17,375)	178,685
Other operating lease rentals	1,287,557	1,320,124

Page 31

MEDPHARM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Fees payable to the Company's auditor for the audit of the consolidated and Parent Company's financial statements

80,000

100,000

8.	Employees
	Staff costs, including directors' remuneration, were as follows:

		Group	Group
		2024	2023
		£	£


Wages and salaries	5,758,335	8,016,640
Social security costs	571,724	711,284
Cost of defined contribution scheme	228,331	302,936
	6,558,390	9,030,860

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

	2024	2023
	No.	No.

Employees	136	165

The Company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL)

9.	Directors' remuneration
		2024	2023
		£	£

Directors' emoluments	-	72,002
	-	72,002

The highest paid director received remuneration of £Nil (2023 - £72,002).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amount to £Nil (2023 - £Nil).

Page 32

MEDPHARM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.	Interest receivable
		2024	2023
		£	£

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

11.	Interest payable and similar expenses
		2024	2023
		£	£

Bank interest payable	62,504	645,647
Preference share dividends	1,755,239	1,501,101
	1,817,743	2,146,748

Corporation tax
Current tax on profits for the year	147,530	(75,361)
	147,530	(75,361)
Foreign tax
Foreign tax on income for the year	62,867	363,668
	62,867	363,668
Total current tax	210,397	288,307

Deferred tax
Origination and reversal of timing differences	353,265	(69,631)
Total deferred tax	353,265	(69,631)


	Tax on loss	563,662	218,676

Page 33

MEDPHARM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.Taxation (continued)

Loss on ordinary activities before tax

(1,050,965)

(12,193,363)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)	(262,741)	(2,865,440)
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	41,150	2,156,725
Different tax rates on overseas earnings	(6,050)	(34,996)
Fixed asset differences	112,225	(47,579)
Short-term timing difference leading to an increase (decrease) in taxation	353,265	(69,631)
Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge	147,530	-
Unrelieved tax losses carried forward	178,283	1,079,597
Total tax charge for the year	563,662	218,676

Factors that may affect future tax charges

Deferred tax assets have not been recognised in respect of losses of £10,347,429 (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.

Page 34

MEDPHARM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Exceptional items
		2024	2023
		£	£

Write off of historic preference share interest	(7,294,573)	-
Provision in respect of onerous lease	-	2,347,537
	(7,294,573)	2,347,537

During the prior year, the company's subsidiary, MP Pharma Services Inc., vacated a premises on which it holds a lease until 2031. The company continues to pay its lease commitments and has not been able to either terminate the lease early or sublet it. As such, a provision has been provided for in respect of the present value of the remaining lease payments.

During the current year, a restructuring of the group resulted in the extinguishment of interest on historic preference share cash dividend obligations. This resulted in the release of £7,294,573 of interest that had previously been accrued for.

14.	Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The profit after tax of the parent Company for the year was £5,539,334 (2023 - loss £7,990,695).

Page 35

MEDPHARM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.	Intangible assets
	Group

		Goodwill
		£

	At 1 January 2024	17,060,329
	At 31 December 2024	17,060,329

	At 1 January 2024	17,060,329
	At 31 December 2024	17,060,329
	Net book value
	At 31 December 2024	-
	At 31 December 2023	-

Page 36

MEDPHARM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.	Tangible fixed assets
	Group

	Long-term leasehold property	Plant and machinery	Fixtures and fittings	Office equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2024	7,310,027	7,329,690	299,796	930,731	15,870,244
Additions	9,926	-	-	19,245	29,171
Exchange adjustments	91,181	78,405	-	7,699	177,285
At 31 December 2024	7,411,134	7,408,095	299,796	957,675	16,076,700
Depreciation
At 1 January 2024	1,440,581	4,662,108	154,791	506,496	6,763,976
Charge for the year	494,239	798,288	22,453	120,243	1,435,223
Exchange adjustments	17,787	52,244	-	4,731	74,762
At 31 December 2024	1,952,607	5,512,640	177,244	631,470	8,273,961
Net book value
At 31 December 2024	5,458,527	1,895,455	122,552	326,205	7,802,739
At 31 December 2023	5,869,446	2,667,582	145,005	424,235	9,106,268

Page 37

MEDPHARM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	22,854,907
	At 31 December 2024	22,854,907
	Impairment
	At 1 January 2024	22,854,906
	At 31 December 2024	22,854,906
	Net book value
	At 31 December 2024	1
	At 31 December 2023	1

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

	Medpharm Limited	Unit 3, Chancellor Court, 50 Occam Road, Surrey Research Park, Guildford, Surrey, GU2 7AB	Ordinary	100%
	MP Pharma Services Inc*	42222 Emperor Blvd, Suit 320, Durham, NC 27703	Ordinary	100%

* Indirect shareholding

Page 38

MEDPHARM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

18.	Stocks
		Group	Group
		2024	2023
		£	£

Raw materials and consumables	-	79,973
	-	79,973

19.

Debtors

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Trade debtors	1,478,828	1,355,256	-	-
Amounts owed by group undertakings	1,781,375	-	19,084,031	-
Other debtors	1,345,972	858,361	1,698,892	1,647,114
Called up share capital not paid	-	2,503,770	-	2,503,770
Prepayments and accrued income	3,486,141	2,231,669	-	-
	8,092,316	6,949,056	20,782,923	4,150,884

Amounts owed by group undertakings are interest-free and repayable on demand.

20.	Cash and cash equivalents
		Group	Group
		2024	2023
		£	£

Cash at bank and in hand	272,493	1,079,421
Less: bank overdrafts	(2,199)	(3,566)
	270,294	1,075,855

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MEDPHARM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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

Bank overdrafts	2,199	3,566
Bank loans	-	5,270,860
Other loans	5,989	4,476,324
Trade creditors	2,808,587	2,480,090
Amounts owed to group undertakings	4,685	-
Other taxation and social security	92,192	118,438
Other creditors	276,979	199,849
Accruals and deferred income	2,494,984	2,851,149
	5,685,615	15,400,276

22.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Preference shares	23,003,195	19,711,240	23,003,195	19,711,240
	23,003,195	19,711,240	23,003,195	19,711,240

The group and company previously had 12,500,000 preference shares of £1 each in issue which incurred an annual 8% cumulative cash dividend. During the year, the group and company underwent a restructuring which saw the cancellation of these initial preference shares and historic cash dividends that had been accrued.

Subsequent to the above, 20,767,148 preferred shares of £1 each were allotted. A further 564,141 Ordinary shares of £1 each were redesignated as preferred shares, giving a total of 21,331,289 preferred shares, which are redeemable on 17 January 2030 and incur an annual 8% cumulative cash dividend.

During the year, the group and company were charged dividends of £1,755,239 (2023 - £1,501,101) on these preference shares. The 8% accrued dividends are included within the £23,003,195 (2023 - £19,711,240) liability at the year-end.

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MEDPHARM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

23.	Deferred taxation
	Group

		2024
		£

	At beginning of year	729,041
	Charged to profit or loss	365,129
	At end of year	1,094,170

The provision for deferred taxation is made up as follows:
	Group	Group
	2024	2023
	£	£

	Accelerated capital allowances	1,094,170	729,041
		1,094,170	729,041

24.	Provisions
	Group

		Other provision
		£

	At 1 January 2024	2,347,537
	Utilised in year	(308,328)
	At 31 December 2024	2,039,209

During the prior year, the company's subsidiary, MP Pharma Services Inc., vacated a premises on which it holds a lease until 2031. The company continues to pay its lease commitments and has not been able to either terminate the lease early or sublet it. As such, a provision has been provided for in respect of the present value of the remaining lease payments. The provision is being unwound in line with the continued rent payments

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MEDPHARM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Allotted, called up and fully paid

0 (2023 - 10,500,000) B Ordinary shares of £1.00 each	-	10,500,000
0 (2023 - 2,503,770) D Ordinary shares of £1.00 each	-	2,503,770
0 (2023 - 1,090,151) Z Ordinary shares of £1.70 each	-	1,853,257
3 (2023 - ) Ordinary shares of £0.01 each	-	-

	-	14,857,027

	2024	2023
	£	£
Shares classified as debt

Allotted, called up and fully paid

0 (2023 - 12,500,000) Preferred shares of £1.00 each	-	19,711,240
21,331,289 (2023 - ) A Preferred shares of £1.00 each	23,003,195	-

	23,003,195	19,711,240

During the year, the group underwent a restructuring process which saw existing preference shares converted into Ordinary shares. These Ordinary shares were subsequently cancelled by way of a capital reduction process. 3 Ordinary shares of £0.01 each were also allotted at par value during the year.

The company's Ordinary shares have attached to them full voting, dividend and capital distribution rights.

The A preference shares are classified as liabilities and their terms are set out in note 22. See note 22 for further information regarding the movement of preference shares in the year.

26.

Reserves

Foreign exchange reserve

The foreign exchange reserve represents the gains and losses arising on retranslating the net assets/liabilities of overseas operations into British sterling.

Profit and loss account

The profit and loss account is represented by retained earnings.

Page 42

MEDPHARM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

27.	Pension commitments

The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund in the year and amounted to £228,137 (2023 - £302,936). Contributions totalling £21,317 (2023 - £24,167) were payable to the fund at the balance sheet date and are included in creditors.

28.	Commitments under operating leases
	At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2024	2023
		£	£

Not later than 1 year	804,579	1,082,547
Later than 1 year and not later than 5 years	2,738,876	3,448,078
Later than 5 years	1,080,941	1,761,406
	4,624,396	6,292,031

29.	Related party transactions
	The group 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.

30.	Post balance sheet events

In March 2025, the newly-merged group entered into a US$2,000,000 (approximately £1.5 million) financing transaction with certain existing shareholders.

In April 2025, the newly-merged group 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 group.

31.	Controlling party

Ampersand 2014 Limited Partnership is the ultimate controlling party.

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 43