REGISTERED NUMBER: 09293856 (England and Wales)

Strategic Report, Directors' Report and

Audited Financial Statements for the Year Ended 31 October 2025

for

Trion Pharma Limited

Page

Company Information

1

Strategic Report

2

Directors' Report

4

Report of the Independent Auditors

6

Income Statement

9

Other Comprehensive Income

10

Statement of Financial Position

11

Statement of Changes in Equity

12

Statement of Cash Flows

13

Notes to the Statement of Cash Flows

14

Notes to the Financial Statements

15

DIRECTORS:

Mr Vipulkumar Patel

Mr Chirag Mafatlal Patel

REGISTERED OFFICE:

Bridge House

9 - 13 Holbrook Lane

Coventry

United Kingdom

CV6 4AD

REGISTERED NUMBER:

09293856 (England and Wales)

AUDITORS:

Andrew Murray & Co

Business Advisors and Statutory Auditors

144-146 Kings Cross Road

King's Cross

WC1X 9DU

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of wholesaler of pharmaceutical, medical,healthcare products.

REVIEW OF BUSINESS

The company is based in London, United Kingdom, and has experienced significant organic growth over recent years, establishing itself as a medium-sized enterprise. During 2025, the business maintained a stable level of performance, following the substantial growth achieved in previous years. The directors remain confident in the company's long-term prospects and continue to explore opportunities to expand its product offerings, strengthen existing client relationships and attract new customers to support sustainable future growth.

Furthermore, the company is now poised to making improvements in its market presence and also streamlining its operational procedures by providing training and computer software developments for its operations.

Post year-end, the company has performed in line with expectations and continue to grow from strength to strength. With the introduction of new products in the pipeline, the directors are also confident of improving the margins obtained on its products and improved efficiency put in place will see continued better results in future.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors have identified the following as the principal risks and uncertainties for the company.

FINANCIAL RISKS

The company's major customers are large corporations with good credit rating and therefore the financial risk to the company is limited. For overseas client the company insists on a deposit with the order, which also reduces its credit risk to the client.

The company has adequate financial resources for its continued growth and therefore not dependant on external finances and therefore does not have major concerns about the financial risks to the company.

COMPETITIVE RISKS

The company is prone to competitive risk through pricing because of foreign currency fluctuations or obsolescence through innovation products. However, due to the fact that many of the company's products are regulated through government regulatory agencies the company keeps keen eye on market development of the products and take active steps to minimise any such loss to the company.

COMMERCIAL RISKS

The company's directors have considered expertise in this industry over a period of several years and are professionally qualified to understand the complexity of the sector in which the company operates. Where considered necessary the company will employ consultants to safeguard its exposure to commercial risks especially in the case of new product lines. The company's supplier chain are vetted thoroughly for their competency and their trade record and are closely monitored, by the senior managements.

Overall, the directors feel that any exposure to risks and uncertainties are well managed and satisfied with the procedures and practices in place.

KEY PERFORMANCE INDICATOR

The key financial performance indicators used to determine the progress and performances of the company are as set out below:

YE 31.10.2025

YE 31.10.2024

Turnover

£19,779,990

£19,184,577

Gross Profit

£11,130,799

10,142,980

Gross Profit Margin

56.27%

52.87%

Profit before Tax

£9,136,202

£8,829,003

Shareholder's Equity

£22,026,696

£14,876,154

For year ended 31 October 2025, the company continued to increase its turnover by 3.10% and its gross profit margin to 56.27% against the previous year of 52.87%.

The company continues to maintain a healthy balance of reserves to meet its business requirements and development of new products.

ON BEHALF OF THE BOARD:

Mr Vipulkumar Patel - Director

28 October 2026

The directors present their report with the financial statements of the company for the year ended 31 October 2025.

DIVIDENDS

No dividends will be distributed for the year ended 31 October 2025.

EVENTS SINCE THE END OF THE YEAR

Subsequent to the reporting date of 31 October 2025, the Company has continued discussions with a competitor regarding the potential settlement of legal proceedings relating to one of its medical devices. The terms of a proposed settlement remain under consideration, and no final agreement has been reached. Having assessed the circumstances and available information, the directors have concluded that no provision is required in the financial statements for the year ended 31 October 2025.

DIRECTORS

The directors during the year under review were:

Mr Vipulkumar Patel

Mr Chirag Mafatlal Patel

The directors holding office at 31 October 2025 did not hold any beneficial interest in the issued share capital of the company at 1 November 2024 or 31 October 2025.

DONATIONS AND EXPENDITURE

£2,000 donation to Guy's & St Thomas Hospital

DIRECTORS' RESPONSIBILITIES STATEMENT

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Andrew Murray & Co, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr Vipulkumar Patel - Director

28 October 2026

Opinion

We have audited the financial statements of Trion Pharma Limited (the 'company') for the year ended 31 October 2025 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 October 2025 and of its profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Directors' Report, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

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

-	the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page four, 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 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.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

In planning and performing our audit, we considered the risk of material misstatement in the financial statements, whether arising from fraud or error. Given the nature of the company as a family-owned business with straightforward operations, we assessed the risk of irregularities to be low.

Our work included:

- Discussions with management and directors to confirm awareness of any known or suspected irregularities.

- Consideration of the company's internal controls, including director oversight of transactions.

- Testing a sample of income, expenditure, and year-end balances to supporting documentation.

- Reviewing compliance with laws and regulations relevant to the preparation of the financial statements.

No significant irregularities were identified, and we found the company's control environment to be appropriate for its size and operations.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Mr Naren Desai FCA (Senior Statutory Auditor)

for and on behalf of Andrew Murray & Co

Business Advisors and Statutory Auditors

144-146 Kings Cross Road

King's Cross

WC1X 9DU

29 October 2026

REVENUE

3

19,779,990

19,184,577

Cost of sales

8,649,191

9,041,597

GROSS PROFIT

11,130,799

10,142,980

Administrative expenses

2,181,747

1,605,021

8,949,052

8,537,959

Other operating income

4

39

565

OPERATING PROFIT

7

8,949,091

8,538,524

Interest receivable and similar income

252,660

355,367

9,201,751

8,893,891

Interest payable and similar expenses

9

65,549

64,888

PROFIT BEFORE TAXATION

9,136,202

8,829,003

Tax on profit

10

1,985,660

2,603,403

PROFIT FOR THE FINANCIAL YEAR

7,150,542

6,225,600

PROFIT FOR THE YEAR

7,150,542

6,225,600

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

7,150,542

6,225,600

FIXED ASSETS

Property, plant and equipment

12

346,158

415,465

CURRENT ASSETS

Inventories

13

1,925,270

1,910,160

Debtors

14

18,484,311

11,195,768

Cash at bank and in hand

11,836,897

13,084,209

32,246,478

26,190,137

CREDITORS

Amounts falling due within one year

15

10,483,232

11,329,309

NET CURRENT ASSETS

21,763,246

14,860,828

TOTAL ASSETS LESS CURRENT LIABILITIES

22,109,404

15,276,293

PROVISIONS FOR LIABILITIES

16

82,708

400,139

NET ASSETS

22,026,696

14,876,154

CAPITAL AND RESERVES

Called up share capital

17

100

100

Retained earnings

18

22,026,596

14,876,054

SHAREHOLDER FUNDS

22,026,696

14,876,154

The financial statements were approved by the Board of Directors and authorised for issue on 28 October 2026 and were signed on its behalf by:

Mr Vipulkumar Patel - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 November 2023

100

8,675,454

8,675,554

Changes in equity

Dividends

-

(25,000

)

(25,000

)

Total comprehensive income

-

6,225,600

6,225,600

Balance at 31 October 2024

100

14,876,054

14,876,154

Changes in equity

Total comprehensive income

-

7,150,542

7,150,542

Balance at 31 October 2025

100

22,026,596

22,026,696

Cash flows from operating activities

Cash generated from operations

1

2,473,975

(2,644,728

)

Interest paid

(65,549

)

(64,888

)

Tax paid

(3,796,308

)

(2,511,360

)

Net cash from operating activities

(1,387,882

)

(5,220,976

)

Cash flows from investing activities

Purchase of tangible fixed assets

(11,473

)

(113,811

)

Interest received

252,660

355,367

Net cash from investing activities

241,187

241,556

Cash flows from financing activities

Amount introduced by directors

27,424

1,041,878

Amount withdrawn by directors

(128,041

)

(54,000

)

Equity dividends paid

-

(25,000

)

Net cash from financing activities

(100,617

)

962,878

Decrease in cash and cash equivalents

(1,247,312

)

(4,016,542

)

Cash and cash equivalents at beginning of year

2

13,084,209

17,100,751

Cash and cash equivalents at end of year

2

11,836,897

13,084,209

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.10.25

31.10.24

£

£

Profit before taxation

9,136,202

8,829,003

Depreciation charges

80,780

97,765

Finance costs

65,549

64,888

Finance income

(252,660

)

(355,367

)

9,029,871

8,636,289

Increase in inventories

(15,110

)

(1,144,660

)

Increase in trade and other debtors

(7,288,543

)

(9,231,363

)

Increase/(decrease) in trade and other creditors

747,757

(904,994

)

Cash generated from operations

2,473,975

(2,644,728

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 October 2025

31.10.25

1.11.24

£

£

Cash and cash equivalents

11,836,897

13,084,209

Year ended 31 October 2024

31.10.24

1.11.23

£

£

Cash and cash equivalents

13,084,209

17,100,751

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.11.24

Cash flow

At 31.10.25

£

£

£

Net cash

Cash at bank and in hand

13,084,209

(1,247,312

)

11,836,897

13,084,209

(1,247,312

)

11,836,897

Total

13,084,209

(1,247,312

)

11,836,897

1.	STATUTORY INFORMATION

Trion Pharma Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Preparation of financial statements

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 £.

The directors consider it is appropriate to prepare the financial statements on going concern basis.

These financial statements do not include any adjustment that would result if future cash flows are insufficient or officeholder support was withdrawn.The principal accounting policies of the company have remained unchanged during the year.The financial statements have been prepared under the going concern basis.

Significant judgements and estimates

In the application of the company’s accounting policies, the directors are required to make judgements,estimates 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 where the revision affects only at period, or in the period of the revision and future periods where the revision affects both current and future periods.

Turnover and revenue recognition

Turnover represents revenue from the wholesale distribution of pharmaceutical products, measured at the fair value of consideration received or receivable, net of discounts, rebates, returns and VAT.

Revenue is recognised when the significant risks and rewards of ownership transfer to the customer, generally upon delivery of goods in accordance with the agreed contractual terms, and when collection is probable and the amount can be reliably measured.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery - 20% on reducing balance

Fixtures and fittings - 20% on reducing balance

Computer equipment - 20% on reducing balance

Motor vehicles - 15% on reducing balance

Stocks

Inventories are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments

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 statement of financial position 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.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme for its employees. Contributions payable to the scheme are charged to the profit and loss account in the period to which they relate.

Basic financial assets

Basic financial assets, which include trade and other debtors, 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.

Classification of financial liabilities

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

Basic financial liabilities, including trade and other creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 receipts discounted at a market rate of interest.

Accounts payable are classified as 'creditors: amounts falling due within one year' if payment is due within one year or less. If not, they are presented as 'creditors: amounts falling due after more than one year'. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Hire purchase and leasing commitments

The company enters into leasing and hire purchase arrangements in the ordinary course of business. The associated costs and commitments are recognised in the financial statements in accordance with the applicable accounting standards.

3.

REVENUE

The revenue and profit before taxation are attributable to the one principal activity of the company.

An analysis of revenue by geographical market is given below:

31.10.25

31.10.24

£

£

United Kingdom

19,105,330

18,530,225

Europe

573,619

556,352

Rest of World

101,041

98,000

19,779,990

19,184,577

4.	OTHER OPERATING INCOME

31.10.25

31.10.24

£

£

Other Income

39

565

5.	EMPLOYEES AND DIRECTORS

31.10.25

31.10.24

£

£

Wages and salaries

628,492

471,999

Social security costs

57,403

36,313

Other pension costs

1,342

414

687,237

508,726

The average number of employees during the year was as follows:

31.10.25

31.10.24

Finance

3

2

Operation

5

4

Sales and marketing

3

2

Direct labour

10

8

Regulatory

3

2

24

18

6.	DIRECTORS' EMOLUMENTS

31.10.25

31.10.24

£

£

Directors' remuneration

24,000

12,000

7.	OPERATING PROFIT

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

31.10.25

31.10.24

£

£

Depreciation - owned assets

80,780

97,765

Foreign exchange differences

463

(3,974

)

8.	AUDITORS' REMUNERATION

2025

2024

£

£

Audit fee

35,000

30,000

30,000

30,000

9.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.10.25

31.10.24

£

£

Interest on Corporation Tax

58,693

64,888

Penalties

6,856

-

65,549

64,888

10.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

31.10.25

31.10.24

£

£

Current tax:

UK corporation tax

2,303,091

2,203,264

Deferred tax

(317,431

)

400,139

Tax on profit

1,985,660

2,603,403

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.10.25

31.10.24

£

£

Profit before tax

9,136,202

8,829,003

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

2,284,051

2,207,251

Effects of:

Expenses not deductible for tax purposes

1,714

25

Capital allowances in excess of depreciation

-

(4,012

)

Depreciation in excess of capital allowances

17,326

-

Deferred tax adjustment

(317,431

)

400,139

Total tax charge

1,985,660

2,603,403

11.

DIVIDENDS

31.10.25

31.10.24

£

£

Ordinary share capital shares of 1 each

Final

-

25,000