Company registration number SC551147 (Scotland)
MB PHARMA LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
PAGES FOR FILING WITH REGISTRAR
MB PHARMA LIMITED
Contents
Page
Accountants' report
1
Statement of financial position
2 - 3
Notes to the financial statements
4 - 12
MB PHARMA LIMITED
REPORT TO THE DIRECTOR ON THE PREPARATION OF THE UNAUDITED STATUTORY ACCOUNTS OF MB PHARMA LIMITED
- 1 -

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of MB Pharma Limited for the year ended 30 November 2023 which comprise, the statement of financial position and the related notes from the company’s accounting records and from information and explanations you have given us.

 

As a practising member firm of the ICAS we are subject to its ethical and other professional requirements which are detailed at https://icas.com/icas-framework-preparation-of-accounts

This report is made solely to the Board of Directors of MB Pharma Limited, as a body, in accordance with the terms of our engagement letter dated 27 May 2021. Our work has been undertaken solely to prepare for your approval the financial statements of MB Pharma Limited and state those matters that we have agreed to state to the Board of Directors of MB Pharma Limited, as a body, in this report in accordance with the requirements of the ICAS as detailed at https://icas.com/icas-framework-preparation-of-accounts. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than MB Pharma Limited and its Board of Directors as a body, for our work or for this report.

It is your duty to ensure that MB Pharma Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of MB Pharma Limited. You consider that MB Pharma Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of MB Pharma Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

Condie & Co Limited
28 August 2024
Chartered Accountants
10 Abbey Park Place
Dunfermline
Fife
KY12 7NZ
MB PHARMA LIMITED
Statement Of Financial Position
As At 30 November 2023
- 2 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
4
1,701,477
1,010,167
Tangible assets
5
745,183
536,944
2,446,660
1,547,111
Current assets
Stocks
128,388
86,003
Debtors
6
246,086
213,229
Cash at bank and in hand
85,629
86,250
460,103
385,482
Creditors: amounts falling due within one year
7
(798,604)
(642,027)
Net current liabilities
(338,501)
(256,545)
Total assets less current liabilities
2,108,159
1,290,566
Creditors: amounts falling due after more than one year
8
(2,063,772)
(1,181,200)
Provisions for liabilities
9
(29,905)
(26,385)
Net assets
14,482
82,981
Capital and reserves
Called up share capital
10
1
1
Profit and loss reserves
14,481
82,980
Total equity
14,482
82,981
MB PHARMA LIMITED
Statement Of Financial Position (Continued)
As At 30 November 2023
- 3 -

The director of the company has elected not to include a copy of the income statement within the financial statements.true

For the financial year ended 30 November 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The member has not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and signed by the director and authorised for issue on 28 August 2024
M Buchan
Director
Company Registration No. SC551147
MB PHARMA LIMITED
Notes To The Financial Statements
For The Year Ended 30 November 2023
- 4 -
1
Accounting policies
Company information

MB Pharma Limited is a private company limited by shares incorporated in Scotland. The registered office is 10 Abbey Park Place, Dunfermline, Fife, KY12 7NZ. The principal place of business is 28-30 Seafield Street, Cullen, Buckie, AB56 4SH.

1.1
Accounting convention

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 as applicable to companies subject to the small companies' regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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

1.2
Going concern

The financial statements have been prepared on a going concern basis, which assumes that the company will be able to continue in existence for the foreseeable future. The company is thus dependent on the continued support of its director. The truedirector is confident about the continued support and accordingly consider it appropriate for the financial statements to be prepared on the going concern basis.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.4
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of unincorporated businesses 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.

MB PHARMA LIMITED
Notes To The Financial Statements (Continued)
For The Year Ended 30 November 2023
1
Accounting policies
(Continued)
- 5 -
1.5
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Intellectual property
10% straight line
1.6
Tangible fixed assets

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

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

Freehold land and buildings
Nil depreciation and 10% straight line
Fixtures and fittings
10% straight line
IT Equipment
33.33% straight line
Motor vehicles
20% straight line

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

1.7
Impairment of fixed assets

At each reporting period end date, the company 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 company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

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

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

MB PHARMA LIMITED
Notes To The Financial Statements (Continued)
For The Year Ended 30 November 2023
1
Accounting policies
(Continued)
- 6 -
1.8
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.9
Cash and cash equivalents

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.

1.10
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.

Basic financial assets

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

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

Basic financial liabilities, including 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

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

MB PHARMA LIMITED
Notes To The Financial Statements (Continued)
For The Year Ended 30 November 2023
1
Accounting policies
(Continued)
- 7 -
1.11
Equity instruments

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

1.12
Taxation

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

Current tax

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

Deferred tax

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

 

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

1.13
Employee benefits

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.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.15
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

MB PHARMA LIMITED
Notes To The Financial Statements (Continued)
For The Year Ended 30 November 2023
1
Accounting policies
(Continued)
- 8 -

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

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.16
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the director is 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Employees

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

2023
2022
Number
Number
Total
14
11
MB PHARMA LIMITED
Notes To The Financial Statements (Continued)
For The Year Ended 30 November 2023
- 9 -
4
Intangible fixed assets
Goodwill
Intellectual property
Total
£
£
£
Cost
At 1 December 2022
1,276,750
158,250
1,435,000
Additions
863,597
-
0
863,597
At 30 November 2023
2,140,347
158,250
2,298,597
Amortisation and impairment
At 1 December 2022
366,808
58,025
424,833
Amortisation charged for the year
156,462
15,825
172,287
At 30 November 2023
523,270
73,850
597,120
Carrying amount
At 30 November 2023
1,617,077
84,400
1,701,477
At 30 November 2022
909,942
100,225
1,010,167
5
Tangible fixed assets
Freehold land and buildings
Fixtures and fittings
IT Equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 December 2022
398,361
120,661
9,980
98,935
627,937
Additions
223,805
11,402
-
0
19,370
254,577
Disposals
-
0
-
0
-
0
(10,662)
(10,662)
At 30 November 2023
622,166
132,063
9,980
107,643
871,852
Depreciation and impairment
At 1 December 2022
286
25,908
4,608
60,191
90,993
Depreciation charged in the year
686
12,446
2,629
19,915
35,676
At 30 November 2023
972
38,354
7,237
80,106
126,669
Carrying amount
At 30 November 2023
621,194
93,709
2,743
27,537
745,183
At 30 November 2022
398,075
94,753
5,372
38,744
536,944

Tangible fixed assets with a net book value of £745,183 (2022: £536,944) have been pledged as security in favour of Unity Trust Bank PLC.

MB PHARMA LIMITED
Notes To The Financial Statements (Continued)
For The Year Ended 30 November 2023
- 10 -
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
181,792
99,944
Other debtors
64,294
113,285
246,086
213,229
7
Creditors: amounts falling due within one year
2023
2022
£
£
Bank loans
67,425
95,725
Obligations under finance leases
3,164
-
0
Corporation tax
55,358
67,077
Other taxation and social security
15,424
1,873
Other creditors
414,745
340,459
Accruals and deferred income
242,488
136,893
798,604
642,027

Unity Trust Bank PLC hold a floating charge dated 5 August 2023 over all the property or undertaking of the company.

 

Unity Trust Bank PLC hold a standard security dated 15 August 2023 over the tenant's leasehold interest over the property in Cullen.

 

Unity Trust Bank PLC hold a standard security dated 15 August 2023 over the the properties in Braemar and Bucksburn.

 

Mr M Buchan has provided a personal guarantee in favour of Unity Trust Bank PLC in relation to the company's bank borrowings to a maximum amount of £212,100.

 

8
Creditors: amounts falling due after more than one year
2023
2022
£
£
Bank loans and overdrafts
2,048,684
1,181,200
Obligations under finance leases
15,088
-
0
2,063,772
1,181,200
MB PHARMA LIMITED
Notes To The Financial Statements (Continued)
For The Year Ended 30 November 2023
8
Creditors: amounts falling due after more than one year
(Continued)
- 11 -

Unity Trust Bank PLC hold a floating charge dated 5 August 2023 over all the property or undertaking of the company.

 

Unity Trust Bank PLC hold a standard security dated 15 August 2023 over the tenant's leasehold interest over the property in Cullen.

 

Unity Trust Bank PLC hold a standard security dated 15 August 2023 over the the properties in Braemar and Bucksburn.

 

Mr M Buchan has provided a personal guarantee in favour of Unity Trust Bank PLC in relation to the company's bank borrowings to a maximum amount of £212,100.

 

Amounts included above which fall due after five years are as follows:
Payable by instalments
1,778,982
798,299
9
Provisions for liabilities
2023
2022
£
£
Deferred tax liabilities
29,905
26,385
10
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share of £1 each
1
1
1
1
11
Operating lease commitments
Lessee

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

2023
2022
£
£
-
0
160,000
12
Related party transactions

The company has taken advantage of Section 1AC35 of FRS 102 whereby only material transactions which are not under the normal market conditions need to be disclosed.

MB PHARMA LIMITED
Notes To The Financial Statements (Continued)
For The Year Ended 30 November 2023
- 12 -
13
Directors' transactions
Description
% Rate
Opening balance
Amounts advanced
Amounts repaid
Closing balance
£
£
£
£
Mr M Buchan
-
337,649
128,177
(59,465)
406,361
337,649
128,177
(59,465)
406,361

The balance due to the director, which is included in other creditors, is repayable on demand and is interest free,

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