ACCOUNTS - Final Accounts

OPERATING PROFIT

The operating profit is stated after charging:

Registered number: 01034697

HAMELN PHARMA LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

HAMELN PHARMA LTD

COMPANY INFORMATION

DIRECTORS	Mr S A Watkin
	Ms B Kueter


REGISTERED NUMBER	01034697


REGISTERED OFFICE	Nexus Hurricane Road
	Gloucester Business Park
	Gloucester
	Gloucestershire
	GL3 4AG


INDEPENDENT AUDITORS	Bishop Fleming Audit Limited
	Chartered Accountants & Statutory Auditors
	10 Temple Back
	Bristol
	BS1 6FL

HAMELN PHARMA LTD

CONTENTS

	Page
Strategic report	1 - 2
Directors' report	3 - 4
Directors' responsibilities statement	5
Independent auditors' report	6 - 9
Statement of comprehensive income	10
Statement of financial position	11
Statement of changes in equity	12
Statement of cash flows	13
Notes to the financial statements	14 - 24

HAMELN PHARMA LTD

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

INTRODUCTION

hameln pharma ltd (hameln), controlled by a single shareholder, is a supplier of generic injectable medicines to the UK secondary care, export and wholesale sectors. Most products sold by hameln in the UK are either under its own Marketing Authorisations (MAs) or those held by hameln pharma gmbh in Germany. hameln also supplies a small quantity of medicines manufactured within NHS hospital manufacturing units. hameln has been trading in the UK since 1971 and in 2025 had a turnover of £28.6m with 30 staff and 2 directors.

BUSINESS REVIEW

2025 saw an increase in turnover of £1.2m (4.4%) from £27.4m to £28.6m as a result of continued strong demand for products. Gross profit margin has reduced from 43.2% to 40.3% as a result of rising cost of goods and market competition. Rising costs has also meant the company has seen an increase in distribution costs, however through careful overhead management this increase has been offset by a reduction in administration expenses.

The impact of the change in gross profit margin has meant an overall reduction in profit before tax of £0.3m (8.0%) from £4.2m to £3.8m.

As a result of the profit for the year, and no dividend having been paid, the company has seen an increase in net current assets of £2.9m (26.6%) from £10.9m to £13.8m. This provides the company with a strong working capital position to capitalise on opportunities as they arise.

PRINCIPAL RISKS AND UNCERTAINTIES

Risks and uncertainties fall into four main categories:

1. Market/policy changes

Changes in purchasing policy alongside increasing budgetary constraints within the NHS will continue to exert downwards pressure on some already low product prices resulting in possible market exit for certain stock keeping units (SKUs).

2. Supply risks

hameln's dependence for some of its products on a single manufacturer or single source of one or more ingredients is a diminishing risk. For the last 13 years hameln has been working to establish multiple sources for its key products and will continue to do so but shortages of starting materials and contract manufacturing capacity as well as other supply chain vulnerabilities continue.

3. Investment in new products

hameln continue to invest in a number of products with a number of new product launches planned for 2026.

4. Supplier issues

hameln is dependent upon third party contract manufacturers for its supply of products likely leading to increases in the supply prices and lead times. These have been seen in 2025 and can be expected in 2026 and beyond.

Page 1

HAMELN PHARMA LTD

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

FINANCIAL KEY PERFORMANCE INDICATORS

Sales figures

In 2025 hameln saw a 4.4% increase compared to 2024.

Aged debtors

In 2025 trade debtors falling within 1 year at year-end were £3.6m (46 days sales) compared to 2024 figures of £3.4m (46 days sales).

Days stock on hand

In 2025 the value of stock on hand at year-end was £12.0m (255 days) compared to 2024 figures of £8.0m (187 days).

OTHER KEY PERFORMANCE INDICATORS

KPIs and complaints

KPIs are classified according to a structure corresponding at a high level to the NHS KPIs and at a more detailed level according to cause and impact.

hameln monitors Product Defect (PD) reports and Adverse Drug Reaction (ADR) reports and has been certified as ISO 9001 and ISO 14001 compliant.

This report was approved by the board on 4 June 2026 and signed on its behalf.

Mr S A Watkin

Director

Page 2

HAMELN PHARMA LTD

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 during the year was that of the supply and distribution of pharmaceutical products.

RESULTS AND DIVIDENDS

The profit for the year, after taxation, amounted to £2,876,693 (2024: £2,924,724).

DIRECTORS

The directors who served during the year were:

Mr S A Watkin

Ms B Kueter

FUTURE DEVELOPMENTS

Despite the principal risks and uncertainties, hameln expects to consolidate its position in 2026 and to grow in the medium-term future, and is constantly looking to source new products from existing and new suppliers.

MATTERS COVERED IN THE STRATEGIC REPORT

The company has included mandatory Directors' Report disclosures within the Strategic Report as they are considered by the directors to be of strategic importance; as permitted by the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013.

DISCLOSURE OF INFORMATION TO AUDITORS

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

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

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

AUDITORS

The auditors, Bishop Fleming Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 3

HAMELN PHARMA LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

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

Mr S A Watkin

Director

Date: 4 June 2026

Nexus Hurricane Road

Gloucester Business Park

Gloucester

Gloucestershire

GL3 4AG

Page 4

HAMELN PHARMA LTD

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

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

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make 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 5

HAMELN PHARMA LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HAMELN PHARMA LTD

OPINION

We have audited the financial statements of Hameln Pharma Ltd (the 'Company') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of cash flows, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its profit for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

CONCLUSIONS RELATING TO GOING CONCERN

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

OTHER INFORMATION

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

Page 6

HAMELN PHARMA LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HAMELN PHARMA LTD (CONTINUED)

OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006

In our opinion, based on the work undertaken in the course of the audit:

∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

∙the financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit.

RESPONSIBILITIES OF DIRECTORS

As explained more fully in the Directors' responsibilities statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Page 7

HAMELN PHARMA LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HAMELN PHARMA LTD (CONTINUED)

AUDITORS' RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Identifying and assessing potential risks related to irregularities

∙We have considered the nature of the industry and sector, control environment and business performance including the design of the Company's bonuses.

∙We have considered the results of our enquiries of management and those charged with governance about their own identification and assessment of the risk of irregularities.

∙For any matters identified we have obtained and reviewed the Company's documentation of their policies and procedures relating to:

°Identifying, evaluating and complying with laws and regulations whether they are aware of any instances of non-compliance;

°Detecting and responding to the risk of fraud and whether they have knowledge of actual, suspected, or alleged fraud; and

°The internal controls established to mitigate the risks of fraud or non-compliance with laws and regulations.

∙We have considered the matters discussed among the audit engagement team including internal tax specialists regarding how and where fraud might occur in the financial statements and potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified recognition of revenue as the greatest potential for fraud.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, FRS 102, and tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements, but compliance with which may be fundamental to the Company's ability to operate or to avoid a material penalty. These included data protection regulations, health and safety regulations, employment legislation, Medicines & Healthcare products Regulatory Agency (MHRA) regulations, quality management systems ISO 9001 and environmental management systems ISO 14001.

Audit response to risks identified

We identified the recognition of revenue as a key audit matter related to the potential risk of fraud. Our procedures to respond to risks identified included the following:

∙Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements.

∙Enquiring of management concerning actual and potential litigation claims.

Page 8

HAMELN PHARMA LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HAMELN PHARMA LTD (CONTINUED)

∙Performing various substantive tests of detail related to the recognition of revenue.

∙Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement or fraud.

∙In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws or regulations throughout the audit.

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 Auditors' report.

USE OF OUR REPORT

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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.

Matthew Haskell ACA (Senior statutory auditor)

for and on behalf of

Bishop Fleming Audit Limited

Chartered Accountants

Statutory Auditors

10 Temple Back

Bristol

BS1 6FL

8 June 2026

Page 9

HAMELN PHARMA LTD

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Turnover	4	28,612,448	27,407,580
Cost of sales		(17,081,880)	(15,557,427)
Gross profit		11,530,568	11,850,153
Distribution costs		(1,677,891)	(1,372,522)
Administrative expenses		(6,030,274)	(6,303,403)
Other operating income		18,900	-
Operating profit	5	3,841,303	4,174,228
Interest payable and similar expenses		(5,712)	(5,331)
Profit before tax		3,835,591	4,168,897
Tax on profit	9	(958,898)	(1,244,173)
Profit for the financial year		2,876,693	2,924,724

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 14 to 24 form part of these financial statements.

Page 10

HAMELN PHARMA LTD

REGISTERED NUMBER:01034697

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	11		45,872		63,481
			45,872		63,481
Current assets
Stocks	12	11,956,896		7,953,472
Debtors: amounts falling due within one year	13	5,340,331		4,806,250
Cash at bank and in hand	14	2,321,588		2,724,779
		19,618,815		15,484,501
Creditors: amounts falling due within one year	15	(5,839,005)		(4,598,993)
Net current assets			13,779,810		10,885,508
Total assets less current liabilities			13,825,682		10,948,989
Provisions for liabilities
Deferred tax	16		(5,917)		(5,917)
Net assets			13,819,765		10,943,072

Capital and reserves
Called up share capital	17	2,000	2,000
Profit and loss account	18	13,817,765	10,941,072
		13,819,765	10,943,072

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

Mr S A Watkin

Director

Date: 4 June 2026

The notes on pages 14 to 24 form part of these financial statements.

Page 11

HAMELN PHARMA LTD

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2024	2,000	11,620,048	11,622,048

Profit for the year	-	2,924,724	2,924,724
Dividends paid	-	(3,603,700)	(3,603,700)

At 1 January 2025	2,000	10,941,072	10,943,072

Profit for the year	-	2,876,693	2,876,693
At 31 December 2025	2,000	13,817,765	13,819,765

The notes on pages 14 to 24 form part of these financial statements.

Page 12

HAMELN PHARMA LTD

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

			2025	2024
			£	£

Cash flows from operating activities
Profit for the financial year	2,876,693	2,924,724
Adjustments for:
Depreciation of tangible assets	21,876	20,490
Interest paid	5,712	5,331
Taxation charge	958,898	1,244,173
(Increase) in stocks	(4,003,424)	(2,132,285)
(Increase)/decrease in debtors	(400,979)	505,950
Increase in creditors	1,240,012	1,310,631
Corporation tax (paid)	(1,092,000)	(1,400,000)
Net cash generated from operating activities	(393,212)	2,479,014

Cash flows from investing activities
Purchase of tangible fixed assets	(4,267)	(7,510)
Net cash from investing activities	(4,267)	(7,510)
Cash flows from financing activities
Dividends paid	-	(3,603,700)
Interest paid	(5,712)	(5,331)
Net cash used in financing activities	(5,712)	(3,609,031)
Net (decrease) in cash and cash equivalents	(403,191)	(1,137,527)
Cash and cash equivalents at beginning of year	2,724,779	3,862,306
Cash and cash equivalents at the end of year	2,321,588	2,724,779

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	2,321,588	2,724,779
	2,321,588	2,724,779

Page 13

HAMELN PHARMA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	GENERAL INFORMATION

Hameln Pharma Ltd is a limited liability company incorporated in the UK and registered in England and Wales. The registered office is: Nexus, Gloucester Business Park, Brockworth, Gloucester, Gloucestershire, GL3 4AG.

2.ACCOUNTING POLICIES

2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

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

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

The following principal accounting policies have been applied:

2.2

GOING CONCERN

The Directors have prepared forecasts that show the company is able to realise its assets and discharge its liabilities in the normal course of business for a period of at least 12 months from the date of approval of the financial statements. Therefore the financial statements have been prepared on a going concern basis.

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.

Page 14

HAMELN PHARMA LTD

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:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Company has transferred the significant risks and rewards of ownership to the buyer;

∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

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

∙the costs incurred or to be incurred in respect of the transaction 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

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.

2.7

PENSIONS

DEFINED CONTRIBUTION PENSION PLAN

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

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

Page 15

HAMELN PHARMA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.8

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 operates and generates 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; and

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

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.

2.9

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:

Short-term leasehold property	-	10 - 20% straight line
Motor vehicles	-	50% straight line
Fixtures and fittings	-	10-33% 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 16

HAMELN PHARMA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.10

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.

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.

2.11

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.

2.12

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 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 Company's cash management.

2.13

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.

2.14

HOLIDAY PAY ACCRUAL

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the reporting date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the reporting date.

2.15

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.

2.16

DIVIDENDS

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 17

HAMELN PHARMA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

3.	JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements and estimates have had the most significant effect on amounts recognised in the financial statements.

Operating lease commitments

The company has entered into commercial property leases and as a lessee it obtains use of property, plant and equipment. The classification of such leases as operating or finance lease requires the company to determine, based on an evaluation of the terms and conditions of the arrangements, whether it retains or acquires the significant risks and rewards of ownership of these assets and accordingly whether the lease requires an asset and liability to be recognised in the statement of financial position.

Stock provision

Management have considered slow moving stock and expected future custom in relation to the year end stock listing in order to determine an appropriate stock provision.

Provision for bad debts

Management makes provision for specific doubtful debts when the likelihood of full recoverability is deemed to be improbable.

TURNOVER

The whole of the turnover is attributable to the sale and distribution of pharmaceutical products

Analysis of turnover by country of destination:

					2025	2024
					£	£

United Kingdom	26,835,730	24,613,777
Rest of Europe	569,361	590,121
Rest of the world	1,207,357	2,203,682
	28,612,448	27,407,580

	Exchange differences	(570,575)	(582,456)
	Other operating lease rentals	45,029	40,038

Page 18

HAMELN PHARMA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Fees payable to the Company's auditors for the audit of the Company's financial statements	19,250	19,250
Fees payable to the Company's auditors in respect of:
Taxation compliance services	2,650	2,650
All taxation advisory services not included above	2,245	-

Wages and salaries	2,287,648	2,167,338
Social security costs	307,814	265,611
Cost of defined contribution scheme	195,986	140,873
	2,791,448	2,573,822

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

	2025	2024
	No.	No.

Employees	32	29

8.	DIRECTORS' REMUNERATION
		2025	2024
		£	£

Directors' emoluments	386,650	452,276
Company contributions to defined contribution pension schemes	52,193	26,240
	438,843	478,516

	During the year retirement benefits were accruing to 1 director (2024: 1) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £386,650 (2024: £452,276).
	The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £52,193 (2024: £26,240).

Page 19

HAMELN PHARMA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

CORPORATION TAX
Current tax on profits for the year	958,898	1,246,749
Adjustments in respect of previous periods	-	(70)
	958,898	1,246,679

TOTAL CURRENT TAX	958,898	1,246,679

DEFERRED TAX
Origination and reversal of timing differences	-	(2,506)
TOTAL DEFERRED TAX	-	(2,506)


	TAX ON PROFIT	958,898	1,244,173

Profit on ordinary activities before tax

3,835,591

4,168,897

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%)	958,898	1,042,224
EFFECTS OF:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	-	121,790
Adjustments to tax charge in respect of prior periods	-	(70)
Other differences leading to an increase (decrease) in the tax charge	-	80,229
TOTAL TAX CHARGE FOR THE YEAR	958,898	1,244,173

FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

There were no factors that may affect future tax charges.

Page 20

HAMELN PHARMA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

10.	DIVIDENDS
		2025	2024
		£	£

	Dividends paid	-	3,603,700
		-	3,603,700

11.	TANGIBLE FIXED ASSETS

	Short-term leasehold property	Motor vehicles	Fixtures and fittings	Total
	£	£	£	£
COST OR VALUATION
At 1 January 2025	181,325	13,291	481,558	676,174
Additions	-	-	4,267	4,267
At 31 December 2025	181,325	13,291	485,825	680,441
DEPRECIATION
At 1 January 2025	142,785	13,291	456,617	612,693
Charge for the year on owned assets	6,284	-	15,592	21,876
At 31 December 2025	149,069	13,291	472,209	634,569
NET BOOK VALUE
At 31 December 2025	32,256	-	13,616	45,872
At 31 December 2024	38,540	-	24,941	63,481

12.	STOCKS
		2025	2024
		£	£

Finished goods and goods for resale	11,956,896	7,953,472
	11,956,896	7,953,472

Page 21

HAMELN PHARMA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.

DEBTORS

					2025	2024
					£	£


Trade debtors	3,596,237	3,431,405
Other debtors	1,348,310	1,032,204
Prepayments and accrued income	-	79,959
Tax recoverable	395,784	262,682
	5,340,331	4,806,250

14.	CASH AND CASH EQUIVALENTS
		2025	2024
		£	£

Cash at bank and in hand	2,321,588	2,724,779
	2,321,588	2,724,779

15.	CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
		2025	2024
		£	£

Trade creditors	3,963,266	2,930,294
Amounts owed to group undertakings	225,401	-
Other taxation and social security	786,771	692,253
Other creditors	5,117	5,003
Accruals and deferred income	858,450	971,443
	5,839,005	4,598,993

Page 22

HAMELN PHARMA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

16.	DEFERRED TAXATION

	2025	2024
	£	£

At beginning of year	(5,917)	(8,423)
Charged to profit or loss	-	2,506
AT END OF YEAR	(5,917)	(5,917)

The provision for deferred taxation is made up as follows:
	2025	2024
	£	£

	Accelerated capital allowances	(5,917)	(5,917)
		(5,917)	(5,917)

17.	SHARE CAPITAL
		2025	2024
		£	£

ALLOTTED, CALLED UP AND FULLY PAID

2,000 (2024: 2,000) Ordinary shares of £1.00 each	2,000	2,000

18.

RESERVES

Profit and loss account

Includes all current and prior period retained profits and losses.

19.	ANALYSIS OF NET DEBT

		At 1 January 2025	Cash flows	At 31 December 2025
		£	£	£

	Cash at bank and in hand	2,724,779	(403,191)	2,321,588
		2,724,779	(403,191)	2,321,588

Page 23

HAMELN PHARMA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

20.	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 £154,931 (2024: £142,758).

Not later than 1 year	201,442	221,718
Later than 1 year and not later than 5 years	539,085	740,526
Later than 5 years	697,475	796,725
	1,438,002	1,758,969

22.	RELATED PARTY TRANSACTIONS
	During the year the company paid rent of £92,833 (2024: £92,833) to Mr C Kerstein. At the year end the company owed Mr C Kerstein £NIL (2024: £4,642). The Company has taken the exemption available under FRS 102 from disclosing the details of transactions between wholly owned members of the same group.

23.	CONTROLLING PARTY

The immediate parent company is hameln group GmbH, a company incorporated in Germany.

The ultimate controlling party is Mr C Kerstein.

Page 24