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COMPANY REGISTRATION NUMBER: 11330646
RPH PHARMA LTD
Financial Statements
31 December 2023
RPH PHARMA LTD
Financial Statements
Year ended 31 December 2023
Contents
Page
Directors' report
1
Independent auditor's report to the member
3
Statement of income and retained earnings
8
Statement of financial position
9
Notes to the financial statements
10
RPH PHARMA LTD
Directors' Report
Year ended 31 December 2023
The directors present their report and the financial statements of the company for the year ended 31 December 2023 .
Principal activities
The principal activity of the company during the year was marketing the sale of pharmaceuticals.
Directors
The directors who served the company during the year were as follows:
C Hirst
O Klug
A Dawson
(Appointed 1 February 2023)
K Chouhan
(Appointed 1 September 2023)
L Lodge
(Resigned 1 February 2023)
Dividends
Particulars of recommended dividends are detailed in note 10 to the financial statements.
Future developments
The directors expect that the company will continue to trade well in the next financial year.
Events after the end of the reporting period
Particulars of events after the reporting date are detailed in note 15 to the financial statements.
Disclosure of information in the strategic report
A company is entitled to exemption from preparing a strategic report if it is entitled to prepare accounts in accordance with the small companies regime or it would be so entitled, but for being, or having been, an member of an ineligible group. The company has taken advantage of this exemption.
Directors' responsibilities statement
The directors are responsible for preparing 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). 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 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 judgments and accounting estimates that are reasonable and prudent; - state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
This report was approved by the board of directors on 24 September 2024 and signed on behalf of the board by:
K Chouhan
Director
Registered office:
Pure Office Suite 71
Brooks Drive
Cheadle Royal Business Park
Cheadle
SK8 3TD
RPH PHARMA LTD
Independent Auditor's Report to the Member of RPH PHARMA LTD
Year ended 31 December 2023
Opinion
We have audited the financial statements of RPH PHARMA LTD (the 'company') for the year ended 31 December 2023 which comprise the statement of income and retained earnings, statement of financial position and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: - give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its profit for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the directors' report has 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 directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or - the financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit; or - the directors were not entitled to take advantage of the small companies' exemptions from the requirement to prepare a strategic report.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: - the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; - we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector; - we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company; - we assessed the extent of compliance with the laws and regulations through making enquiries of management and inspecting legal correspondence; and - identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: - making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and - considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the risk of fraud through management bias and override of controls, we: - performed analytical procedures to identify any unusual or unexpected relationships; - tested journal entries to identify unusual transactions; - assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and - investigated the rationale behind significant or unusual transactions. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: - agreeing financial statement disclosures to underlying supporting documentation; - reading the minutes of meetings of those charged with governance; - enquiring of management as to actual and potential litigation and claims; and - reviewing correspondence with HMRC, relevant regulators and the company’s legal advisors. There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Use of our report
This report is made solely to the company's member, 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 member 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 member as a body, for our audit work, for this report, or for the opinions we have formed.
Rachel Palombella FCA
(Senior Statutory Auditor)
For and on behalf of
AGP
Chartered Accountants & statutory auditor
Sycamore House
Sutton Quays Business Park
Sutton Weaver
Runcorn
Cheshire
WA7 3EH
24 September 2024
RPH PHARMA LTD
Statement of Income and Retained Earnings
Year ended 31 December 2023
2023
2022
Note
£
£
Turnover
4
2,872,988
1,930,346
Cost of sales
2,154,189
1,107,868
------------
------------
Gross profit
718,799
822,478
Administrative expenses
241,127
217,858
Other operating income
5
50,605
---------
---------
Operating profit
6
528,277
604,620
Other interest receivable and similar income
8
44,934
131
---------
---------
Profit before taxation
573,211
604,751
Tax on profit
9
116,333
133,393
---------
---------
Profit for the financial year and total comprehensive income
456,878
471,358
---------
---------
Dividends paid and payable
10
( 650,000)
Retained earnings at the start of the year
158,127
336,769
---------
---------
Retained earnings at the end of the year
615,005
158,127
---------
---------
All the activities of the company are from continuing operations.
RPH PHARMA LTD
Statement of Financial Position
31 December 2023
2023
2022
Note
£
£
£
Current assets
Debtors
11
920,306
141,541
Cash at bank and in hand
480,795
970,669
------------
------------
1,401,101
1,112,210
Creditors: amounts falling due within one year
12
785,096
953,083
------------
------------
Net current assets
616,005
159,127
---------
---------
Total assets less current liabilities
616,005
159,127
---------
---------
Net assets
616,005
159,127
---------
---------
Capital and reserves
Called up share capital
13
1,000
1,000
Profit and loss account
14
615,005
158,127
---------
---------
Shareholder funds
616,005
159,127
---------
---------
These financial statements were approved by the board of directors and authorised for issue on 24 September 2024 , and are signed on behalf of the board by:
K Chouhan
Director
Company registration number: 11330646
RPH PHARMA LTD
Notes to the Financial Statements
Year ended 31 December 2023
1. General information
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Pure Office Suite 71, Brooks Drive, Cheadle Royal Business Park, Cheadle, SK8 3TD.
2. Statement of compliance
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Going concern
The directors have reasonable expectation that the company has adequate resources to continue in operational existence for 12 months from signing. Accordingly, the directors continue to adopt the going concern basis in preparing the annual report and financial statements.
Disclosure exemptions
The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. Its financial statements are consolidated into the financial statements of EQT AB (Publ) which can be obtained from EQT AB (Publ), Regeringsgatan 25 Box 16409, Stockholm, Sweden, SE11153. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102: No cash flow statement has been presented for the company. Disclosures in respect of financial instruments have not been presented.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Revenue recognition
Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.
Income tax
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Financial instruments
A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.
4. Turnover
Turnover arises from:
2023
2022
£
£
Commissions
2,872,988
1,930,346
------------
------------
The turnover is attributable to the one principal activity of the company. An analysis of turnover by the geographical markets that substantially differ from each other is given below:
2023
2022
£
£
Overseas
2,872,988
1,930,346
------------
------------
5. Other operating income
2023
2022
£
£
Other operating income
50,605
--------
----
6. Operating profit
Operating profit or loss is stated after charging:
2023
2022
£
£
Impairment of trade debtors
53,307
--------
----
7. Auditor's remuneration
2023
2022
£
£
Fees payable for the audit of the financial statements
7,800
5,000
-------
-------
8. Other interest receivable and similar income
2023
2022
£
£
Interest on cash and cash equivalents
44,934
131
--------
----
9. Tax on profit
Major components of tax expense
2023
2022
£
£
Current tax:
UK current tax expense
134,823
133,332
Adjustments in respect of prior periods
( 18,490)
61
---------
---------
Total current tax
116,333
133,393
---------
---------
---------
---------
Tax on profit
116,333
133,393
---------
---------
Reconciliation of tax expense
The tax assessed on the profit on ordinary activities for the year is lower than (2022: higher than) the standard rate of corporation tax in the UK of 23.52 % (2022: 19 %).
2023
2022
£
£
Profit on ordinary activities before taxation
573,211
604,751
---------
---------
Profit on ordinary activities by rate of tax
134,823
114,903
Other tax adjustment
( 18,490)
18,490
---------
---------
Tax on profit
116,333
133,393
---------
---------
10. Dividends
2023
2022
£
£
Dividends paid during the year (excluding those for which a liability existed at the end of the prior year )
650,000
----
---------
11. Debtors
2023
2022
£
£
Amounts owed by group undertakings
577,543
Prepayments and accrued income
259,999
7,014
Other debtors
82,764
134,527
---------
---------
920,306
141,541
---------
---------
Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
12. Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
221,112
586,695
Amounts owed to group undertakings
396,219
284,015
Accruals and deferred income
167,765
82,373
---------
---------
785,096
953,083
---------
---------
Amounts due to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
13. Called up share capital
Issued, called up and fully paid
2023
2022
No.
£
No.
£
Ordinary shares of £ 1 each
1,000
1,000
1,000
1,000
-------
-------
-------
-------
There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.
14. Reserves
The reserves on the balance sheet include the following: Called up share capital - this represents the nominal value of shares that have been issued. Profit and loss account - this records retained earnings.
15. Events after the end of the reporting period
RPH Pharma Ltd (RPPL) changed its trading activity from the 01 April 2024 from acting as a commissionaire to becoming a sales and marketing company. It now owns the consignment stock that is sold through the 3PL Movianto. RPPL now invoices Movianto for the sale of consignment stock that is distributed to the Wholesalers within the UK. RPPL is now responsible for the inventory held at the 3PL.
16. Related party transactions
The company is exempt from disclosing related party transactions as they are with other companies that are wholly owned within the EQT AB (Publ) group.
17. Controlling party
100% of the issued share capital is owned by RPH Pharmaceuticals AB, a company registered in Sweden with registration number 5567317226. RPH Pharmaceuticals is a 100% subsidiary of Recipharm AB, a company registered in Sweden with registration number 5564988425, which is owned by EQT AB (Publ) a company registered in Sweden with registration number 5568494180. EQT AB (Publ) is the ultimate controlling party. Copies of the consolidated accounts can be obtained from EQT AB (Publ), Regeringsgatan 25 Box 16409, Stockholm, Sweden, SE11153.