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

The principal activity of the Company continued to be that of the purchase, wholesale, batch release, distribution and export of pharmaceutical and healthcare products.

Group structure and ownership

On the 30 September 2022 Morningside Pharmaceuticals Limited was sold from its previous shareholders to Aspire Bidco Limited. Aspire Bidco Limited is the parent company of Aspire Pharma Limited who are present in the generics, specialty generics, branded medicines, and medical device sectors. The newly combined Aspire group created one of the largest and fastest growing UK pharma groups which has further accelerated growth potential in our current and future product portfolio, both in the UK and internationally.

The ultimate majority shareholder of Aspire Bidco Limited is H.I.G Capital LLC (H.I.G). H.I.G, with its significant financial and geographic reach and experience in supporting portfolio companies through organic and acquisitive growth will facilitate the combined Aspire group to further build on its success as it moves into an exciting new phase for its customers and people.

Morningside Pharmaceuticals Limited specialises in the licensing, supply and distribution of branded and generic pharmaceutical products with a clear focus on quality, value, and sustainability. Each product within the portfolio is able to provide significant value to patients, healthcare professionals and the National Health Service itself.

In 2025, Morningside Pharmaceuticals Limited performed with resilience in delivering another strong set of financial results as a core part of the Aspire Group. New products have been introduced as per our strategic plan, which has helped the Company to steadily widen its range of products. The focus on the introduction of a wide range of new niche molecules will continue to enable growth whilst improving the quality of lives of our patients and deliver cost savings to the NHS. There has been continued tough price competition, but the directors were satisfied with the performance of the portfolio.

Stringent quality management and enhancement of distribution channels has continued and will continue going forward. During the year, the Company made significant investments in improving/expanding the infrastructure and capabilities to accommodate the further expansion of the businesses within the group.

Setting key performance measures (KPl’s) directly linked to objectives is an important annual exercise for the business. The directors monitor performance against targets on a regular basis, which are measured by financial and non-financial indicators. The objectives and measures are set following SMART principles and are focused on compliance, long-term growth, profitability, continuous improvement and innovation.

The turnover for 2025 was £75.3m compared to £84.0m in 2024.

At the year-end, shareholders' funds were £17.5m (2024: £37.2m). Overall, the directors are satisfied with the Company's performance during the year and are confident of the Company's future.

Price risk

The Company is exposed to a certain level of price risk, which is managed by having a wide range of products held as stock for sale to customers.

Foreign exchange risk

The Company is exposed to some foreign exchange risks in the normal course of business and mainly with Euro currency suppliers and customers. Some volatility in markets particularly in light of the geo-political situation in 2025 has created an additional risk and one which is constantly being evaluated for the future. There are no forward exchange contracts as at 31 December 2025.

Credit risk

The Company is exposed to moderate credit risk and maintains a well-controlled credit process to mitigate this risk. All new customers are credit checked prior to offering credit and the group works closely with a professional ratings company to monitor the risk. There is ongoing review of customer accounts and their credit history, both inside and outside the Company.

Liquidity risk

Working capital requirements and cash flow are constantly monitored and updated by management to ensure sufficient funds are available. The Company maintained a higher level of stock throughout 2025 to mitigate supply chain risk brought and ensure product supply was maintained. The Company manages its trade creditors by ensuring sufficient funds are available to meet liabilities as they become due, or pay in advance as may be required in some contracts.

Political risk

The changes to the NHS that have come from the new Labour Government are expected to provide additional funding and focus on improving care and removing waiting times through additional investment. Whilst we expect there to be some changes to the NHS and ways of working, we expect this to provide an increase of opportunity for the group as we look forward.

The VPAS (rebate/levy on branded medicines) ended in 2023 and the new Voluntary Scheme (VPAG) will be in place for period of 5 years. The new scheme gives clarity for this period and as expected had a neutral impact to the group once it was fully embedded on new methods from Q2 2024 (Q1 being a transitionary period). The group is a Member of two industry bodies that both lobby on behalf of their members (EMIG – Ethical Medicines Industry Group) and the BGMA (British Generics Medicines Association).

Competition

High competition levels will continue to be a factor in the sector, particularly in the generics arena. Competitors are looking to emulate our successful business model in certain areas of our business, and we continue to look for and invest in ways to protect these assets. To that end, we continue to differentiate and strive to create and develop new commercial models and opportunities meeting customers and patient’s needs.

Financial risk management objectives and policies

The Company is exposed to a certain level of price risk, which is managed by having a wide range of products held as stock for sale to customers. The Company's exposure to credit risk, liquidity risk and cash flow risk is at a moderate level. The Company manages these risks by financing its operations through retained profits and cash at bank, together, with efficient monitoring and forecasting of cash flow.

The Company manages its trade creditors by ensuring sufficient funds are available to meet liabilities as they become due, or pay in advance as may be required in some contracts. Trade debtors are managed in respect of credit and cash flow by policies, controlling credit offered to customers, and regular monitoring of amounts receivable.

There are foreign currency exchange risks arising from purchases and sales in foreign currency. The Company does not hedge against foreign currency risk and manages these carefully with efficient monitoring and forecasting of cash flow.

A director of a company must act in the way he/she considers, in good faith, would be most likely to promote the success of the company for the benefit of its members, and in doing so have regard (amongst other matters) to:

(a)    The likely consequences of any decision in the long term

The Board of Directors have the future of the company at the forefront of all decisions. The development and investment strategy (enhanced by the ownership of H.I.G.) is in place to future-proof the business and provide it with a continuous flow of new products and opportunities, while still focusing on what we believe to be sustainable and high quality, in line with Aspire’s strengths and performance to date. The Board and senior leadership team meet regularly to discuss all matters related to the business and, where relevant, specific matters are raised with the board and ultimate controlling party, H.I.G.

(b)    The interests of the Company's employees

The Company is committed to being a responsible employer and uur behaviour is aligned with our core values and the expectations of our staff, customers, patients, shareholders and communities as a whole. People are at the heart of our business, and to succeed we manage performance, develop, and bring through talent whilst operating as efficiently as possible. Our core benefits continue to be enhanced and we remain at mid-point or above benchmarks and employees lead the setting of our core company values. These being,

Accountability, Integrity, Innovation, Collaboration and Inclusivity.

The Company will employ disabled persons when they appear to be suitable for a particular vacancy and every effort is made to ensure that they are given full and fair consideration when such vacancies arise.

During employment, the Company will seek to work with employees, taking into account their personal circumstances, to ensure appropriate training, development and advancement opportunities are available to enable them to reach their full potential.

Good communication underpins the Company culture, which is focused on developing an innovative and ideas- led environment. To keep colleagues informed the Company has a people-first approach, where any changes/ updates are communicated through a number of channels including: parent company townhalls, company intranet, all colleague emails and regular 1:1 meetings.

(c)    The involvement of key stakeholders in business planning and strategic decision making

All department heads are required to devise their departmental objectives and measures to support the delivery of overall business goals set for each financial year, through objective meetings and are aligned to the balance scorecard. Those agreed goals, objectives and measures are communicated to the whole company and provide each individual in the Company with full visibility of the strategic directions of the Company.

The Company regularly holds Commercial Management Review Meetings (CMRM) and Quality Management Review Meetings (QMRM) chaired by the directors to review business performance in each area, share best practices, and identify resource requirements to overcome challenges and adjust long-term business plans as appropriate.

Senior members of the teams are involved in discussion and critical decision-making that have site-wide impact via regular leadership meetings.

(d)    The need to foster the Company's business relationships with suppliers, customers and others

Our strategy prioritises the development of niche and innovative products “to make a difference in the lives of patients through the development and supply of innovative products and medicines throughout the world”.

To do this, we maintain strong customer and supplier relationships, building upon our commitment to the absolute quality of the products, as well as establishing a robust and accredited supply chain. The development of positive customer relationships has been supported by key recruitments within our customer facing departments.

(e)    The impact of the Company's operations on the community

As part of the business' approach to creating positive change for people and communities, Morningside focuses its corporate social responsibility (CSR) activities on a number of core areas, including:

• Skills, education and preparing young people for the world of work;

• Supporting learning through sport, team work and promoting healthy living;

• Community, health and mental health - both in the UK and internationally;

• Promoting the benefits of innovation, Research & Development (R&D) and international trade.

To deliver against these aspirations the group provides substantial financial support to charities and communities in the UK and around the world. Examples of this include its involvement in local and national community awards, the sponsorship of Chichester/Leicestershire Pride coming from a group wide team focussed on the groups CSR activities. As part of the integration with Aspire, all staff members are encouraged to dedicate and take part in two CSR days per annum. The group has also partnered with Hospice UK as its charity of choice again for 2025, enabling a dedication of effort and resource to build a stronger relationship with a single charity and support the great things they are doing for people across the UK.

(f)    The impact of the Company's operations on the environment

The Board identified the need for Aspire to gain a better understanding of its ESG impact and strategy, so embarked on a project to instil ESG policies and processes throughout the company. At the end of 2021, an ESG committee was established that is sponsored by a Director and led by the Compliance & Sustainability Manager.

Aspire have partnered with an independent specialist ESG audit and consulting firm called Sustainable Advantage who provided and initial assessment and score of the policies and processes in place across the business. The company continues to approve its metrics and the level of reporting with the support of Sustainable Advantage across 2024, whilst incorporating the wider group of Morningside since 2023.

The outputs of this work are reported to the ultimate owners of the group (H.I.G. Capital) and also provide outputs that are used to support tendering and procurement requirements in the NHS. The ESG committee work alongside the CSR team who are specifically focussed on the work for charities and programs in the community.

NHS Net Zero

The NHS is a key stakeholder of the company and has initiated a large-scale project working towards a target of being the world’s first net zero national health service by 2045. The objective includes any emissions that can be controlled directly, as well as those that can be influenced. As suppliers to the NHS, we are eager to engage with them and support this goal and as part of the ESG Committee’s goals, we Aspire to better understand its own emissions and carbon footprint, identify what we may be able to influence externally and using this data, set our own carbon emissions targets that support the NHS objectives.

(g)     The impact of the Company's operations on humanity and human rights

The Company is committed to acting ethically and with integrity in all business relationships and to implementing and enforcing effective systems to ensure people are protected within our business and supply chains.

The Company is also one of the leading suppliers of a wide-range of quality medicines and medical devices to UN organisations, NGOs, international aid agencies and charities, which in turn provide essential medical supplies to developing countries. Through the Company's Loughborough distribution centre, we deliver global aid to crisis-hit states in developing countries.

(h)     The need to act fairly between members of the Company

The company remains privately owned with an institution (H.I.G.) now holding a majority shareholding, the previous shareholders and management team holding a minority share interest in the parent company of the group. It is at this level were significant points regarding the operations, challenges, key decisions, and strategies of the company are discussed and voted upon. All decisions are made in line with the Articles of Association of the company. Board quorum is represented by members of the H.I.G. team, the previous majority shareholders and founder and senior members of the Aspire management team (with one specifically nominated as a representative of management team holding minority shares). This dynamic ensures are made with all views and considerations of the minority members shared.

The Company endeavours to behave responsibly toward all shareholders and employees and to treat them fairly and equally, so they benefit from the successful delivery of the business plan.

On behalf of the board

The directors present their annual report and the audited financial statements for the of Morningside Pharmaceuticals Limited (the "Company") year ended 31 December 2025.

The results for the year are set out on page 19.

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

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

There have been no significant events affecting the Company since the year end.

The Company will strive to continue to launch new niche products for future revenue while maintaining robust supply chains as it continues to integrate with the wider Aspire Group which will bring additional opportunities and improvements to the way each group business operates.

TC Group have indicated their willingness to be reappointed for another term and appropriate arrangements have been put in place for them to be deemed reappointed as auditors in the absence of an Annual General Meeting.

Introduction

This report presents the results of Streamlined Energy and Carbon Reporting (SECR) for Morningside Pharmaceutical Limited (Morningside). Data has been assessed and the report provided by Sustainable Advantage (SA).

The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 implement the government’s latest policy on SECR. SECR replaced the Carbon Reduction Commitment (CRC) Energy Efficiency Scheme in April 2019. This new framework aims to simplify carbon dioxide equivalent (CO2e) and energy reporting requirements while still ensuring that companies have the information required to understand and reduce their CO2e emissions and energy costs.

Approach

The UK Government’s environmental reporting guidance on how to measure and report greenhouse gas (GHG) emissions has been used, along with the provided GHG reporting figures for the relevant year. The financial control approach has been used to define the Scope boundary.

Reporting Period

The reporting period is 1st January 2025 to 31st December 2025, aligning with the company’s financial year.

Comparative Year & Changes in Emissions

A base year of 1st January to 31st December 2024 has been used. The comparative year is provides a basis for comparison and helps in understanding trends as the benchmark for CO2e emission data and consumption changes. The changes between this reporting period and the comparative year have been recorded and detailed.

Operational Scopes

Scope 1, 2 and partial Scope 3 CO2e emissions have been included within this report. Morningside occupied a campus site with five units and the Leicester office. The campus has an electricity supply and gas supply for space heating and domestic hot water (DHW) heating purposes. Morningside does not own company vehicles. Scope 3 grey fleet is the staff mileage reclaims for business related travel. All activities are based within the UK.

• Scope 1 CO2e emissions consist of the refrigerant emissions from the buildings heating, ventilation and air conditioning (HVAC) units and natural gas consumption
  

• Scope 2 CO2e emissions consist of electricity usage by Morningside within their rented campus
  

• Scope 3 SECR CO2e emissions associated with the grey fleet (miles reclaimed by employee personal vehicles used as part of business trips for Morningside as well as the associated fuel and energy related activities)

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

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

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Morningside Pharmaceuticals Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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 auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

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

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

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

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

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

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

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Extent to which the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

Our approach was as follows:

• We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;

• We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;

• We considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;

• We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;

• We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.

The notes on pages 23 to 39 form part of these financial statements.

The notes on pages 23 to 39 form part of these financial statements.

The notes on pages 23 to 39 form part of these financial statements.

Morningside Pharmaceuticals Limited is a private company limited by shares incorporated in England and Wales. The registered office is Nene House, 4 Rushmills, Northampton, England, NN4 7YB. The principal place of business is 2nd Floor, Boss Court, Grove Park, 7 Barton Close, Leicester, LE19 1SJ.

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

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover represents amounts receivable from the sale of pharmaceutical products and other goods in the ordinary course of business, stated net of value added tax, trade discounts, customer rebates and other similar sales price adjustments.

Turnover is measured at the fair value of the consideration received or receivable and is recognised to the extent that it is probable that the economic benefits will flow to the company and the amount of revenue can be measured reliably.

Sale of Goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the customer, the company retains neither continuing managerial involvement nor effective control over the goods sold, the amount of turnover and the related costs can be measured reliably, and it is probable that the company will receive the consideration due.

In the case of product sales, this is generally the point at which the goods are dispatched or delivered to the customer in accordance with the agreed contractual terms.

Turnover is recognised net of expected rebates, discounts, credit notes and other variable consideration where these arise as part of the sales arrangement. Such amounts are estimated at the point of sale based on contractual terms, historical experience and management’s expectation of future settlement.

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

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

Freehold land is not depreciated.

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

Residual value is calculated on prices prevailing at the reporting date, after estimated costs of disposal, for the asset as if it were at the age and in the condition expected at the end of its useful life.

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

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.

Cost comprises purchase price, including import duties and non-refundable taxes, together with other costs directly attributable to bringing the stocks to their present location and condition. Where appropriate, this includes an attributable proportion of directly related freight, laboratory and other procurement-related costs. Trade discounts, rebates and similar items are deducted in determining the cost of purchase.

At each reporting date, stocks are reviewed for impairment and any excess of carrying amount over estimated selling price less costs to complete and sell is recognised as an impairment loss in the profit and loss account. In assessing recoverability, management considers factors including expiry profile, recent and expected sales demand, selling prices and other product-specific circumstances.

Where the circumstances that previously caused stocks to be impaired no longer exist, or where there is clear evidence of an increase in estimated selling price less costs to complete and sell, the impairment is reversed to the extent that the revised carrying amount does not exceed the lower of the original cost and the revised estimated selling price less costs to complete and sell.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation.

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

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

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

Payments to defined contribution retirement benefit schemes are charged as an expense as they are incurred. Any differences between contributions payable in the year and contributions paid are recognised within accruals or prepayments.

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

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

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

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

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

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

The company maintains a provision against inventory to ensure stock is stated at the lower of cost and estimated selling price less costs to complete and sell. The provision is reviewed regularly and is inherently judgemental, particularly where recoverability depends on expected saleability, remaining shelf life and product-specific circumstances.

Management estimates the required provision using a combination of:

• specific review of products by reference to current market information, recent sales performance and expected recoverability; and

• an expiry-based provisioning methodology applied at batch level, whereby stock with less than 12 months to expiry is progressively provided against as expiry approaches, with stock at 6 months to expiry or less provided in full.

This requires management to make assumptions regarding the recoverability of short-dated stock, expected sales prior to expiry and whether any product-specific factors justify a higher or lower provision than that indicated by the standard methodology. Changes in these assumptions may affect the carrying value of inventory and the amount recognised in cost of sales.

The company includes an appropriate proportion of freight and laboratory-related costs within the carrying value of inventory where those costs are directly attributable to bringing inventory to its present location and condition.

During the year, the company introduced a methodology to absorb such costs into inventory. This requires management to estimate the amount of freight and laboratory cost attributable to stock held at the reporting date. The estimate is made by allocating relevant costs across inventory on a systematic basis, including the use of average cost per unit by reference to the origin and nature of the related stock.

This requires management judgement in determining:

• which freight and laboratory costs are directly attributable to inventory;

• the appropriate basis of allocation across the stock population; and

• the amount of such cost that should be included in stock on hand at the balance sheet date.

As a result, the carrying value of inventory is subject to estimation uncertainty. Changes in the assumptions or allocation basis applied may affect the value of inventory recognised in the balance sheet and the amount charged to cost of sales in the period.

The calculation of the company’s corporation tax charge requires management to make estimates at the date the financial statements are authorised for issue. In particular, this includes judgement over the expected availability and allocation of group relief from fellow group entities and the measurement of amounts recoverable in respect of R&D claims.

These estimates are dependent on the finalisation of tax positions and submissions across the wider group and may therefore differ from the amounts ultimately agreed. As disclosed in note 10, the company recorded a current tax adjustment in the year following the finalisation of group relief, arising principally because the actual surrender of losses was different than previously estimated.

Changes in the assumptions applied in determining these tax balances may affect the current tax charge and related current tax assets or liabilities recognised in the financial statements.

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

Impairments of stock relates to the write-down of stock which has either expired and is unavailable for sale, or is expected to expire, under the stock provision model disclosed in note 2.

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

Their aggregate remuneration comprised:

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

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

Disposals in the year principally relate to the sale of the Company’s warehouse in June 2025 following the transition from an internally operated warehousing model to an outsourced third-party logistics arrangement.

Transfers in the year relate to assets previously included within assets under construction, primarily plant and machinery and IT equipment acquired as part of the associated warehouse restructuring and office move, which were brought into use during the year and reclassified to the relevant fixed asset categories.

Finished goods stock is shown net of an impairment allowance which totals £1,660,187 (2024: £1,878,224). The associated impairment expense/reversal has been recorded in cost of sales.

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

Deferred tax liabilities have been calculated at the prevailing future corporation tax rate of 25% which came in to effect from 1 April 2023 in order to accurately reflect the tax implications of the unwinding of deferred tax from the date of these financial statements.

The deferred tax liability in respect of accelerated capital allowances is expected to reverse over the course of the asset lives. The deferred tax asset in respect of retirement benefit obligations, offset against the above, is expected to reverse in the 12 months following the balance sheet date.

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

The remuneration of key management personnel is as follows.

During the year the company entered into the following transactions with related parties:

The company has provided guarantees in respect of loans held by another company within the group. No losses are anticipated as a result of these guarantees, which at 31 December 2025 totalled £349.4m (2024: £336.2m).

The Directors have elected to take advantage of an exemption under FRS 102.33.1A which states disclosures need not be given of transactions entered into between two or more wholly owned members of a group.

No related party amounts were outstanding at the reporting end date.

The company is wholly owned by Aspire Bidco Limited, a company registered in Jersey. The smallest company within which the accounts are consolidated is Aspire Topco Limited, a company registered in Jersey, whose financial statements are not publicly available.

The ultimate controlling party is considered to be H.I.G Europe Middle Market LBO Fund L.P. (Cayman), a company incorporated in the Cayman Islands.