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Registered Number:SC635641 TEPNEL PHARMA SERVICES LIMITED UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
TEPNEL PHARMA SERVICES LIMITED
COMPANY INFORMATION
Directors | Elaine Ferguson
| Richard Hastings (appointed 1 January 2026)
| Alexander Perez
| David Scott
| Neringa Pritchard (resigned 1 January 2026)
Registered number | SC635641
Registered office | Fifth Floor
| St Vincent Plaza
| 319 St Vincent Street
| Glasgow
| Scotland
| G2 5RZ
Accountants | AAB Business & Tax Advisory LLP
| 81 George Street
| Edinburgh
| EH2 3ES
TEPNEL PHARMA SERVICES LIMITED
CONTENTS
| Page
Directors' report | 1
Directors' responsibilities statement | 2
Accountants' report | 3
Statement of comprehensive income | 4
Balance sheet | 5 - 6
Statement of changes in equity | 7
Notes to the financial statements | 8 - 17
TEPNEL PHARMA SERVICES LIMITED
DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Principal activity
The principal activity of the company is the provision of quality control testing of developmental and market authorised biopharmaceuticals in support of global drug development with an emphasis on improving patient outcomes.
Directors
The directors who served during the year were:
Elaine Ferguson
Alexander Perez
David Scott
Neringa Pritchard (resigned 1 January 2026)
Small companies note
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006. This report was approved by the board and signed on its behalf.
Alexander Perez Director
Date: 25 June 2026
Page 1
TEPNEL PHARMA SERVICES LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors are responsible for preparing 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 judgements and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and 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. Page 2
TEPNEL PHARMA SERVICES LIMITED
REPORT TO THE DIRECTORS ON THE PREPARATION OF THE UNAUDITED STATUTORY FINANCIAL STATEMENTS OFTEPNEL PHARMA SERVICES LIMITED FOR THE YEAR ENDED 31 DECEMBER 2025 In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Tepnel Pharma Services Limited for the year ended 31 December 2025 which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes from the Company's accounting records and from information and explanations you have given to us. As a member firm of the Institute of Chartered Accountants of England & Wales we are subject to its ethical and other professional requirements. This report is made solely to the Board of directors of Tepnel Pharma Services Limited, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the financial statements of Tepnel Pharma Services Limited and state those matters that we have agreed to state to the Board of directors of Tepnel Pharma Services Limited, as a body, in this report in accordance with the requirements of the Institute of Chartered Accountants of Scotland. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Tepnel Pharma Services Limited and its Board of directors, as a body, for our work or for this report. It is your duty to ensure that Tepnel Pharma Services Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of Tepnel Pharma Services Limited. You consider that Tepnel Pharma Services Limited is exempt from the statutory audit requirement for the year . We have not been instructed to carry out an audit or review of the financial statements of Tepnel Pharma Services Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements. AAB 81 George Street Edinburgh EH2 3ES 9 June 2026 Page 3
TEPNEL PHARMA SERVICES LIMITED
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
| £ | £
Turnover |  | 3,391,224 | 3,422,698
Cost of sales |  | (1,657,911) | (1,732,851)
Gross profit |  | 1,733,313 | 1,689,847
Administrative expenses |  | (1,397,061) | (1,407,062)
Other operating income |  | 1,042 | 6,250
Operating profit |  | 337,294 | 289,035
Interest receivable and similar income |  | 652 | 62
Interest payable and similar expenses |  | (28) | -
Profit before tax |  | 337,918 | 289,097
Tax on profit |  | (89,816) | (77,610)
Profit for the financial year |  | 248,102 | 211,487
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 8 to 17 form part of these financial statements.
Page 4
TEPNEL PHARMA SERVICES LIMITED REGISTERED NUMBER:SC635641
BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets |  |  | 78,472 |  | 98,762
|  |  | 78,472 |  | 98,762
Current assets |  |  |  |  |
Stocks |  | 26,354 |  | 22,676 |
Debtors: amounts falling due within one year |  | 616,343 |  | 814,411 |
Cash at bank and in hand |  | 835,177 |  | 655,648 |
|  | 1,477,874 |  | 1,492,735 |
Creditors: amounts falling due within one year |  | (421,617) |  | (484,709) |
Net current assets |  |  | 1,056,257 |  | 1,008,026
Total assets less current liabilities |  |  | 1,134,729 |  | 1,106,788
Creditors: amounts falling due after more than one year |  |  | (141,565) |  | (172,908)
Provisions for liabilities |  |  |  |  |
Deferred tax |  | (19,618) |  | (23,723) |
|  |  | (19,618) |  | (23,723)
Net assets |  |  | 973,546 |  | 910,157
Capital and reserves |  |  |  |  |
Called up share capital |  |  | 162 |  | 162
Share premium account |  |  | 579,988 |  | 579,988
Profit and loss account |  |  | 393,396 |  | 330,007
|  |  | 973,546 |  | 910,157
Page 5
TEPNEL PHARMA SERVICES LIMITED REGISTERED NUMBER:SC635641
BALANCE SHEET (CONTINUED) AS AT 31 DECEMBER 2025 The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006. The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements. The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Alexander Perez
Director
Date: 25 June 2026
The notes on pages 8 to 17 form part of these financial statements. Page 6
TEPNEL PHARMA SERVICES LIMITED
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2024 | 162 | 579,988 | 452,120 | 1,032,270
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 211,487 | 211,487
Contributions by and distributions to owners |  |  |  |
Other distributions (note 13) | - | - | (333,600) | (333,600)
At 1 January 2025 | 162 | 579,988 | 330,007 | 910,157
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 248,102 | 248,102
Contributions by and distributions to owners |  |  |  |
Other distributions (note 13) | - | - | (184,713) | (184,713)
At 31 December 2025 | 162 | 579,988 | 393,396 | 973,546
| The notes on pages 8 to 17 form part of these financial statements.
Page 7
TEPNEL PHARMA SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Tepnel Pharma Services Limited is a private company limited by shares incorporated in the UK, registered in Scotland. The registered office is 163 Bath Street, Glasgow, Scotland, G2 4SQ, United Kingdom. 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 disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The following principal accounting policies have been applied:
| 2.2 | Going concern
The directors, having made due and careful enquiry, are of the opinion that the company has adequate working capital to execute its operations over the next twelve months. The directors therefore, have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. As a result, the directors have continued to adopt the going concern basis of accounting in preparing the financial statements.
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. 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 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'. Page 8
TEPNEL PHARMA SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | 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.
| 2.5 | 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.
| 2.6 | 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.
| 2.7 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.8 | 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. Page 9
TEPNEL PHARMA SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.9 | 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 Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 2.10 | 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 balance sheet date in the countries where the Company operates and generates income.
| 2.11 | Negative goodwill
Negative goodwill arises if the acquirers interest in the net amount of the identifiable assets and liabilities exceeds the cost of the business combination. Where the excess exceeds the fair value of the assets acquired the amount is recognised in profit or loss in the periods expected to be benefited. The amounts arising which relate to fixed assets are amortised over the life of the assets being four years.
| 2.12 | 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. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Office equipment | - | 2-4 years straight line
|  |  |  | Scientific equipment | - | 4-5 years 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. Page 10
TEPNEL PHARMA SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.13 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each balance sheet 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.
| 2.14 | 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.
| 2.15 | 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.
| 2.16 | 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.
| 2.17 | Holiday pay accrual
A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date. Page 11
TEPNEL PHARMA SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.18 | 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 Balance sheet 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.
| 2.19 | Convertible debt
The proceeds received on issue of the Company's convertible debt are allocated into their liability and equity components and presented separately in the Balance sheet. The amount initially attributed to the debt component equals the discounted cash flows using a market rate of interest that would be payable on a similar debt instrument that did not include an option to convert. The difference between the net proceeds of the convertible debt and the amount allocated to the debt component is credited direct to equity and is not subsequently remeasured. On conversion, the debt and equity elements are credited to share capital and share premium as appropriate. Transaction costs that relate to the issue of the instrument are allocated to the liability and equity components of the instrument in proportion to the allocation of proceeds. Page 12
TEPNEL PHARMA SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Employees
| The average monthly number of employees, including directors, during the year was 30 (2024 - 31).
4. | Intangible assets
|  | Negative goodwill
|  | £
| At 1 January 2025 | (359,748)
| At 31 December 2025 | (359,748)
| At 1 January 2025 | (359,748)
| At 31 December 2025 | (359,748)
| Net book value |
| At 31 December 2025 | -
| At 31 December 2024 | -
| Negative goodwill arose from the recognition of tangible fixed assets and other current assets at a fair value in excess of the consideration paid to acquire those assets.
Page 13
TEPNEL PHARMA SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Tangible fixed assets
|  | Office equipment | Scientific equipment | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 January 2025 | 60,191 | 236,863 | 297,054
| Additions | - | 20,421 | 20,421
| At 31 December 2025 | 60,191 | 257,284 | 317,475
| Depreciation |  |  |
| At 1 January 2025 | 48,836 | 149,456 | 198,292
| Charge for the year on owned assets | 5,229 | 35,482 | 40,711
| At 31 December 2025 | 54,065 | 184,938 | 239,003
| Net book value |  |  |
| At 31 December 2025 | 6,126 | 72,346 | 78,472
| At 31 December 2024 | 11,355 | 87,407 | 98,762
6. | Stocks
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Raw materials and consumables | 26,354 | 22,676
|  | 26,354 | 22,676
7. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 326,315 | 566,594
| Prepayments and accrued income | 290,028 | 247,817
|  | 616,343 | 814,411
Page 14
TEPNEL PHARMA SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 835,177 | 655,648
9. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 126,152 | 205,453
| Corporation tax | 89,502 | 74,525
| Other taxation and social security | 14,251 | 44,022
| Other creditors | - | 2,979
| Accruals and deferred income | 191,712 | 157,730
|  | 421,617 | 484,709
10. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accruals and deferred income | 141,565 | 172,908
|  | 141,565 | 172,908
11. | Deferred taxation
|  | 2025
|  | £
| At beginning of year | (23,723)
| Charged to profit or loss | 4,105
| At end of year | (19,618)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accelerated capital allowances | (19,618) | (23,723)
Page 15
TEPNEL PHARMA SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 15,700 (2024 - 15,700) Ordinary shares of £0.01 each | 157 | 157
|  | 5 (2024 - 5) Preference shares of £1.00 each | 5 | 5
|  |  | 162 | 162
13. | Reserves
Share premium account The share premium represents the value received in excess of the nominal value of the sale of shares. Other reserves movements On 8 June 2022 the Tepnel Life Sciences Employee Ownership Trust ('EOT') purchased 100% of the ordinary share capital of the Company following which the Company is now an 'employee owned' company. Total consideration was £1,866,242, of which £1,284,235 (2024 - £1,099,522) was paid as at the balance sheet date. With the balance of £583,006 (2024 - £766,718) being paid over a 4 year period (2024 - 5 year period). Consideration payments are shown as a deduction from reserves under the heading 'other distributions', and summarised below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Consideration payments | 184,713 | 333,600
| The obligation to make the deferred consideration payments is that of the EOT so the liability for these payments has not been recognised by the Company. The Company has guaranteed the liabilities of the EOT. The Company does not control the EOT therefore consolidated accounts have not been prepared.
14. | Pension commitments
The Company operates a defined contributions 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 and amounted to £64,808 (2024 - £67,081). Page 16
TEPNEL PHARMA SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Commitments under operating leases
| At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 259,752 | 262,955
| Later than 1 year and not later than 5 years | 867,281 | 1,127,032
|  | 1,127,033 | 1,389,987
16. | Controlling party
The Company is under the control of the Tepnel Life Sciences Employee Ownership Trust.
Page 17