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

The principal activity of the Company during the period was that of a holding company of Aspire Pharma Limited (Aspire, collectively the Group).

The principal activity of the Group during the year was that of the development, registration, marketing, and distribution of branded and generic pharmaceutical products. As a healthcare Group our business expertise lies in the research, development and licensing of new products. The Group identifies niche molecules in a wide range of therapeutic areas which have enabled it to develop products which have been traditionally seen as difficult and thus enabling it to lead the market. All Aspire Pharma products are manufactured to the highest standard, in MHRA/ EU, GMP compliant and approved manufacturing sites.

GROUP STRUCTURE & OWNERSHIP

On the 3rd September 2021 an affiliate of H.I.G Capital LLC. (H.I.G) took majority of the Aspire Pharma Group. H.I.G., with its significant financial and geographic reach and experience in supporting portfolio companies through organic and acquisitive growth, paired with Aspires track record of identifying and delivering products, will help the Group to further build on its success as it moves into an exciting new phase for its customers and people.

In September 2022, Morningside Healthcare Ltd and Morningside Pharmaceuticals Ltd were acquired by the group. Core processes and activities of the group have been integrated with a single leadership team and strategy. The acquisition added scale, expertise and enhanced opportunities for the new group. Two further strategic acquisitions were made in 2024 in acquiring Cenote Pharma Ltd & the assets of Canute Pharma Ltd, both bringing complementary products to the Aspire portfolio that align to our strategy in providing cost effective niche medicines to patients, healthcare professionals and providers.

In 2025, Aspire completed the acquisition of Charlwood Pharma Ltd, and Saint Germain Pharma Ltd. The acquisitions came as a result of a long standing a valuable partnership with the previous founders, and brings both in market and pipeline assets into Aspire’s full ownership spanning across multiple therapy areas.

Aspire also agreed terms (completing in February 2026) for the acquisition of Caragen Limited, an Irish pharmaceutical business with distribution rights to 100+ products and strong local presence in hospital channels. The acquisition supporting Aspire’s strategic goal of investment in new markets giving immediate access to high commercial capabilities across the team, a proven business model and local infrastructure where Aspire’s business development assets can be utilised. In 2025, reported Turnover of the Caragen business was €21.3m, delivering Operating Profit of €2.7m.

A key part of Aspire’s strategy is to expand internationally, firstly into the EU. The group now has a legal entity in Germany (Aspire Pharma GmbH) and Ireland (APIE Ltd) which provide important infrastructure as Aspire continues to embark on this journey.

Performance in the Year

Aspire Pharma specialises in the development, licensing and marketing of branded & generic medicines, medical devices, and OTC medicines, with a clear focus on quality, value, and sustainability. Each product within the Aspire portfolio is able to provide significant value to patients, healthcare professionals and the National Health Service itself.

The Group produced a strong set of results underlining the strength across the portfolio and operations.

2025 vs 2024 – APHL 2 Ltd

£118.2m Turnover – an increase of £3.2m (3%)

£47.0m Gross Profit – an increase of £2.4m (5%)

£25.1m Operating Profit – a decrease of £0.7m (3%) *

*Operating Profit Includes Group Management Cost Recharges

The Group financial statements highlighting the strong performance across all metrics with group costs and EU expansion investment impacting Operating Margin in year.

Shareholders funds in the group at 31.12.2025 amounted to £72.9m (2024: £50.2m).

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. Overall, the directors are satisfied with the Group's performance during the year and are confident of the Group's future. Outlined below are some of the key considerations for growth in 2025 and beyond.

Business development

Business development is a critical element of Aspire’s growth strategy, and encompasses activities related to acquisition, licensing, co-development and product innovation.

Product related capital expenditure (excluding acquisitions) was in excess of £7m for the year and the group have over 50 products in the licenced and development pipeline. This represents an investment in our future and in 2025 several new deals were negotiated and completed including the acquisitions of Charlwood, Saint Germain and early in 2026, Caragen.

In 2025 Aspire launched 30+ new products on the back of licences approvals. The industry has experience delays in approval timelines with the regulator (MHRA) where these were once taking over 24 months but through industry lobbying and government prioritisation these timelines have fallen to be closer to 18 months on average, resulting in a release of approvals and a notable step-up in new launches as a result. We expect this to continue through 2026.

Scientific & Regulatory Affairs

Our in-house competence continues to be a key strength in delivering innovative and alternative strategic product development within a complex and rapidly changing regulatory framework, especially following the major and continuing post-Brexit changes to UK medicines regulation, alongside the groups launch into the EU. The Group continues to invest in and expand its in house R&D capabilities to support the growth and management of several new product developments and initiatives. Stringent quality management and enhancement of distribution channels has continued and will continue going forward. During the year, the Group made significant investments in improving/expanding the infrastructure and capabilities to accommodate the further expansion of the businesses within the group.

Sales and Marketing

Over the past five years, the NHS and pharmaceutical industry have experienced negative disruption in several ways due to the pandemic and a major reorganisation of the NHS. This alongside a changing government but with commitments to invest in the NHS and provide the necessary funding to reduce waiting times and improve patients access we now see the environment as providing opportunity for pharma.

Across this period, Aspire’s portfolio demonstrated notable resilience, again outperforming the sector in general and in 2025 showed the strength of the products and dedication of the sales team to deliver growth across the core portfolio, despite challenging market conditions, particularly in the generics market. Further investments will be made in 2026 to support incoming product opportunities.

Price Risk

The Group 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 group is exposed to moderate foreign exchange risks in the normal course of business and mainly with Euro currency suppliers. The group monitors the currency risk and considers the impact across the wider group and this did not have a material impact to trading across 2025. There are no forward exchange contracts as at 31st December 2025.

Credit Risk

The Group 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 Aspire works closely with a professional ratings Group to monitor the risk. There is ongoing review of customer accounts and their credit history, both inside and outside the Group.

Liquidity Risk

Working capital requirements and cash flow are constantly monitored and updated by management to ensure sufficient funds are available. The Group maintained a higher level of stock throughout 2025 to mitigate supply chain risk brought and ensure product supply was maintained. The Group 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 continued changes to the NHS and ways of working, we have proven to be able to use this as an opportunity to develop our commercial expertise and delivery and deliver successful outcomes.

The VPAS (rebate/levy on branded medicines) ended in 2023 and the new Voluntary Scheme (VPAG) is 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 UK Medicines (Formerly - British Generics Medicines Association).

The conflict in the Middle East has had an immaterial impact on group operations to date, owing to outsourced distribution and manufacturing activities, strong supply contracts and relationships that protect the group from sudden material cost challenges.

Competition Risk

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.

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

1. The likely consequences of any decision in the long term

The Board of Directors have the future of the Group 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.

2. The interests of the Group's employees

The Company is committed to being a responsible employer. Our behaviour is aligned with our core values and the expectations of our staff, customers, 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.

The group launched refreshed company values with input from employee special interest groups and these have been embedded into the overall objectives and ways of working across the group. These being, Accountability, Integrity, Innovation, Collaboration and Inclusivity.

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.

3. 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”.

Aspire’s success would not have occurred without the strong relationships and support of key stakeholders. We maintained focus on high service levels throughout 2025 and see our key customers and suppliers as partners, working with them to ensure sufficient stock levels are maintained so patient access is not disrupted.

We continue to add new business development partnerships, and through integration of the acquisitions made, ensure that those partnerships in place are nurtured. We ensure all customers and NHS stakeholders are engaged at the point any issues are known and as a result have further built our trust and reputation as an honest and reliable partner for the NHS.

4. The impact of the Group's operations on the community and the environment

Environmental, Social & Governance (ESG)

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 Group. 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 Group continues to approve its metrics and the level of reporting with the support of Sustainable Advantage across 2025, 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 Group 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.

Corporate, Social Responsibility

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.

5. The desirability of the Group maintaining a reputation for high standards of business conduct

The board and senior management team places the Group’s reputation at the centre of every important decision. Being a key supplier to the NHS and to patients, it is paramount to ensure that we continue to deliver a transparent, reliable and good value service, maintaining and building on the good reputation we have today. The Group has also developed an ESG strategy, supported by a focussed ESG Committee of employee volunteers and a specialist independent external party.

6. The need to act fairly as between members of the Group.

The Group 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 Group of the group. It is at this level were significant points regarding the operations, challenges, key decisions, and strategies of the Group are discussed and voted upon. All decisions are made in line with the Articles of Association of the Group. 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 Group 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 financial statements for the 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 Group has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

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

The Group will strive to continue to launch new niche products for future revenue while maintaining robust supply chains and look to bring continued 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 to be 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 Aspire Pharma. 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. Aspire Pharma occupied three office facilities across Petersfield, Leicester and Cheshire within the reporting period. Electricity and natural gas are the utilities used within the scope of SECR. In addition to electricity consumption across office locations, natural gas is combusted for space heating purposes at the Petersfield and Cheshire sites. Aspire does own company vehicles; they are all battery electric vehicles (BEVs) or plug-in electric hybrids. 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

• Scope 2 CO2e emissions consist of electricity usage at the offices that Aspire leases and the BEVs and plug-in hybrids that Aspire owns

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

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group'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 auditor of the company 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 auditor of the company 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies 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 group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of APHL2 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group 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 group's and the parent company's affairs as at 31 December 2025 and of the group's 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 group and parent 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 group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

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 group and the parent company and their 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent 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.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the period was £15k (2024 - £5,789k profit).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

APHL2 Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 4 Rotherbrook Court, Bedford Road, Petersfield, Hampshire, United Kingdom, GU32 3QG.

The group consists of APHL2 Limited and all of its subsidiaries.

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.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

The consolidated financial statements incorporate those of APHL 2 Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

At the time of approving the financial statements, the directors have a reasonable expectation that the group 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 group 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 group retains neither continuing managerial involvement nor effective control over the goods sold, the amount of revenue and the related costs can be measured reliably, and it is probable that the group 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.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible fixed assets are stated at cost less accumulated amortisation and any accumulated impairment losses. Intangible assets are amortised to the profit and loss account over their estimated useful economic lives.

For externally generated development costs and other product-related intangible assets, amortisation commences when the related product is available for distribution or otherwise available for use. Where a licence application or development project is unsuccessful, the costs previously capitalised are written off to the profit and loss account as the asset is no longer expected to generate future economic benefit.

Amortisation is recognised so as to write off the cost or valuation of assets, less their residual values, over their estimated useful economic lives. Useful economic lives are determined on an asset-by-asset basis, having regard to the nature of the asset and the period over which future economic benefits are expected to be realised. Intangible assets are typically amortised on the following bases:

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:

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 recognised in the profit and loss account.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments as assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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 group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

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.

Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Loans and receivables

Trade and other receivables are recognised at fair value, less provision for impairment. A provision for impairment is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of he receivable.

Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation and default or delinquency in payments are considered indicators that the trade receivable is impaired.

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.

Basic financial liabilities are initially measured at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Other financial liabilities classified as fair value through profit or loss are measured at fair value.

Equity instruments issued by the group 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 group.

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 group’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.

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 if, and only if, there is 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.

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 fall due.

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 leased 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.

Research and development

Research costs are expensed to the profit and loss. Development costs are capitalised when they meet the criteria set out under Section 18 of FRS 102, until this point they are expensed to the profit and loss.

In the application of the group’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 following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The group capitalises development expenditure where the recognition criteria in FRS 102 Section 18 are met. The assessment of whether a project meets these criteria requires management judgement, including consideration of:

• technical feasibility of completing the asset;

• the intention and ability to complete and use or sell the asset;

• the existence of probable future economic benefits;

• the availability of adequate technical, financial and other resources; and

• the ability to measure reliably the expenditure attributable to the asset.

This assessment is inherently judgemental, particularly in relation to pharmaceutical development projects where regulatory approval, technical progress and future commercial success are key considerations. Only expenditure incurred once management concludes that the Section 18 recognition criteria are satisfied is capitalised.

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 group’s intangible assets include goodwill, product acquisitions, marketing authorisations and development costs.

Intangible assets are initially measured at cost. Following initial recognition, finite life intangible assets are amortised over their estimated useful economic lives.

The determination of useful economic life requires management judgement. In assessing the appropriate life of product acquisitions, marketing authorisations and development costs, management considers a range of factors including:

• the remaining legal or contractual life of the asset, where relevant;

• expected product life cycle and commercial longevity;

• likely future competition, including generic or alternative products;

• regulatory and market developments; and

• the expected period over which future economic benefits will be generated.

For product acquisitions and marketing authorisations, the legal or contractual life of the asset is an important consideration, but the useful economic life may be shorter or longer depending on the specific commercial circumstances of the product concerned. For development costs, the useful economic life is determined primarily by reference to the expected commercial life of the underlying product or project once available for use.

Intangible assets are reviewed for impairment where events or changes in circumstances indicate that the carrying amount may not be recoverable. In performing such reviews, management is required to estimate the future economic benefits expected to arise from the relevant asset or cash-generating product portfolio. This involves judgement over assumptions such as future sales volumes, pricing, margins, market conditions and the timing of expected cash flows.

Changes in these assumptions may affect both the amortisation charge recognised in the period and the carrying value of intangible assets in the balance sheet.

The group 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 inherently judgemental and is based on management’s assessment of whether stock is expected to be realised before it reaches a point at which recoverability becomes uncertain due to remaining shelf life.

For a significant part of the inventory population, the group applies a forecast demand-led model which estimates the expected rate of stock utilisation by product and compares this to the remaining expiry profile of the related batches. The provision is then determined by reference to the proportion of stock expected to remain unsold when the batch reaches the final 180 days to expiry. Management may also apply specific overlays where product-specific circumstances indicate that the model output should be adjusted.

In determining the provision, management is required to make assumptions regarding:

• future demand;

• the practical selling window before expiry; and

• the extent to which short-dated stock remains recoverable.

Changes in these assumptions may affect the carrying value of inventory and the amount recognised in cost of sales.

The group 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 group’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 research and development 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 note,note18, the company recorded a current tax adjustment in the year following the finalisation of group relief and research and development claims, arising principally because the actual surrender of losses and value of research and development claims 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.

Goodwill is amortised over its estimated useful economic life, which represents the period over which the directors expect the group to derive future economic benefit from the acquired business or asset base.

The determination of useful economic life is inherently judgemental and takes account of factors including the nature of the acquired products or business, expected commercial longevity, historic performance, market conditions, future profitability and the expected period over which the underlying assets will generate economic benefit.

Goodwill is also reviewed for impairment where events or changes in circumstances indicate that the carrying amount may not be recoverable. This requires management to assess the future economic benefit expected to arise from the related asset base using assumptions such as future sales, margins, market conditions and timing of cash flows. Changes in these assumptions may affect both the amortisation charge and any impairment recognised in the financial statements.

The average monthly number of persons employed by the group and company during the year was:

Their aggregate remuneration comprised:

The directors are remunerated through another entity within the group.

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:

Additions arising on business combinations represent the fair value attributed to identifiable product-related intangible assets acquired as part of subsidiary acquisitions completed during the year. These balances have been recognised separately from goodwill as part of the purchase price allocation exercise. Further details of the relevant acquisitions and the associated fair value adjustments are provided in Note 13.

Details of the company's subsidiaries at 31 December 2025 are as follows:

On 1 October 2025 Aspire Pharma Limited acquired 100% of the share capital of Charlwood Pharma Limited, a company registered in the UK. Immediately on acquisition the trade and assets of Charlwood Pharma Limited were hived up into Aspire Pharma Limited for continuance within that company. Charlwood Pharma Limited has subsequently become dormant post-acquisition.

The business combination was accounted for using the purchase method. The cost of the business combination has been allocated as follows:

No goodwill has been recorded as a result of the acquisition of the business.

On 1 October 2025 Aspire Pharma Limited acquired 100% of the share capital of Saint-Germain Pharma Limited, a company registered in the UK. Immediately on acquisition the trade and assets of Saint-Germain Pharma Limited were hived up into Aspire Pharma Limited for continuance within that company. Saint-Germain Pharma Limited has subsequently become dormant post-acquisition.

The business combination was accounted for using the purchase method. The cost of the business combination has been allocated as follows:

No goodwill has been recorded as a result of the acquisition of the business.

Business combinations and valuation of acquired intangible assets

In accounting for business combinations, the Group is required to determine the fair value of the identifiable assets and liabilities acquired at the acquisition date. This process involves significant judgement, particularly in relation to the identification and valuation of acquired intangible assets, including product-related intangible assets and the residual goodwill recognised.

Where market-observable prices are not available, fair values are determined using valuation techniques based on management’s estimates of future economic benefits expected to arise from the acquired assets. These estimates may include assumptions relating to forecast revenues, product life cycles, expected margins, market share, discount rates and the timing of future cash flows.

The directors consider the valuation of acquired intangible assets to be a significant area of judgement and estimation due to the inherent uncertainty in forecasting the future performance of acquired products and rights. Changes in these assumptions could affect:

• the allocation of value between identifiable intangible assets and goodwill;

• the useful economic lives attributed to the acquired assets;

• the future amortisation charge recognised in the profit and loss account; and

• the outcome of subsequent impairment reviews.

The directors have applied their best estimate at the reporting date based on the information available and external and internal valuation evidence where appropriate.

Finished goods stock is inclusive of freight and laboratory-related costs totalling £1,265,613 (2024: £nil) which are considered directly attributable to bringing inventory to its present location and condition.

Finished goods stock is shown net of an impairment allowance of £6,106,143 (2024: £1,896,365). Included within this balance is £3,457,028 relating to specific stock lines affected by a supplier-related product quality issue. Management has recognised a corresponding receivable within trade debtors in respect of amounts expected to be recoverable from the supplier. The remaining impairment allowance has been recognised through cost of sales.

As at December 2025 an impairment loss allowance of £106,683 (2024: £101,008) was recognised in respect of trade debtors due from customers. The associated expense or reversal has been recorded within administrative expenses.

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

Deferred tax balances have been calculated at the prevailing future corporation tax rate of 25% 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 fixed asset timing differences and R&D claim assets is expected to reverse over the course of the asset lives.

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 this date.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

All shares rank pari passu in respect of voting rights, rights to dividends and on winding up.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Payments under operating leases include totalling outstanding commitments of £325,463 (2024: £448,463) payable to a related party.

In February 2026, Aspire Pharma Limited completed the acquisition of all of the share capital in Caragen Limited, a company incorporated in the Republic of Ireland, for consideration of €19,909,622.

As completion occurred after the reporting date of 31 December 2025, the transaction has been treated as a non-adjusting event after the end of the reporting period and has therefore not been recognised in these financial statements.

The acquisition will be reflected in the Group’s financial statements for the year ending 31 December 2026, principally through the recognition of intangible assets (comprising Product licenses, Marketing authorisations and Goodwill) and the corresponding reduction in cash and recognition of the related funding.

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

The following amounts were outstanding at the reporting end date:

The following amounts were outstanding at the reporting end date:

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 company has taken exemption under Section 33.1A of FRS102 from disclosing transactions between wholly owned members of the same group.

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.

The immediate parent company of APHL 2 Limited is Aspire Bidco Limited, a company registered in Jersey. The company is not consolidated within any higher level consolidated accounts which are publicly available.