Company registration number SC215009 (Scotland)
M&D GREEN DISPENSING CHEMIST LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
M&D GREEN DISPENSING CHEMIST LIMITED
COMPANY INFORMATION
Directors
Mr M Green
Mrs D A Green
Company number
SC215009
Registered office
Bankell House
Strathblane Road
Milgavie
Glasgow
United Kingdom
G62 8LE
Auditor
Azets Audit Services
Titanium 1
Kings Inch Place
Renfrew
United Kingdom
PA4 8WF
M&D GREEN DISPENSING CHEMIST LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Profit and loss account
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 24
M&D GREEN DISPENSING CHEMIST LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -
The directors present the strategic report for the year ended 31 March 2024.
Review of the business
The company acquired the trade and a pharmacy from another entity during the year as part of its overall group expansion plan. On 31st March 2023, the trade and assets of three fellow subsidiaries were transferred into the company.
The results for the year show an operating profit of £4,248,710 (2023: £622,819) on turnover of £67,406,400 (2023: £32,324,283) as a result of the prior year group restructure, acquisitions and organic growth. The gross profit has decreased slightly from 38.9% to 38.6%. Earnings before interest, taxes, depreciation and amortisation increased from £2,139,367 to £6,375,154.
The Board is confident that the Company's performance and profitability will continue to be strong in the 2024/25 financial year and the directors continue to drive the performance of all of the pharmacies.
The Board is confident that the company's performance and profitability will continue to be strong in 2024/25 and in subsequent years.
The company's website continues to raise the profile of the business and provides a platform for information and signposting. The group continues to invest in advertising to help facilitate the continued growth of the business.
Principal risks and uncertainties
We believe that the company can meet the key business risks of competition, both local and national, and also of employee retention.
The principal uncertainty of the business relates to the level of funding going forward as a result of the Government's spending reviews and any subsequent decision to reduce NHS funding. This could impact the performance of the company in forthcoming years. In addition to this, like most businesses, the 'cost of living' crisis and the uncertain economic enviroment pose a risk.
Key performance indicators
The board considers the key financial performance indicator of the company to be the profitability of each pharmacy under management and assesses this on a monthly basis.
M&D GREEN DISPENSING CHEMIST LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
Directors' statement of compliance with duty to promote the success of the company
The directors are aware of the requirements under Section 172 of the Companies Act 2006 to act in good faith to promote the success of the company for the benefit of its members as a whole and in doing so have regard (amongst other matters) to:
(a) the likely consequences of any decision in the long term;
The directors have a long-term strategy to continue to grow the company through continued investment in existing pharmacies as well as look at opportunities to expand further through the acquisition of additional pharmacies as the directors looks to strengthen the company's position in the market-place.
(b) the interests of the company's employees;
The company values its employees and ensures that pay and conditions are competitive. The company's long-term strategy to continue to invest in existing pharmacies whilst looking at further acquisitions will ensure that the company has a sustainable future for its employees. The company communicates significant matters to its employees and welcomes feedback from employees.
(c) the need to foster the company's business relationships with suppliers, customers and others;
The company maintains good relationships with its suppliers and ensure that all payments are made within the agreed credit terms. The company has built strong sustainable relationships with its key suppliers.
Customer satisfaction and retention is key to the company's success and our focus has and will continue to be to look at ways to improve the customer experience through continued investment in our pharmacies and services for the benefit of customers.
(d) the impact of the company's operations on the community and the environment;
The company recognises its responsibility in respect of the environment and looks to minimise its carbon footprint by making the company as energy efficient as possible.
Our pharmacies play an important part of their local communities providing an essential service.
(e) the desirability of the company maintaining a reputation for high standards of business conduct; and
The directors and senior management team are focussed on ensuring the highest standards of business conduct and ensuring all legislation is met. The company seeks advice and updates from its solicitors and accountants in respect of changes in legislation affecting the company. All tax liabilities continue to be paid within the deadlines set by HMRC.
(f) the need to act fairly as between members of the company
There are two shareholders of the ultimate controlling company. The shareholders share the same objective of continuing to grow and invest in the company, ensuring a long-term sustainable business that will continue to benefit its key stakeholders.
Mr M Green
Director
14 November 2024
M&D GREEN DISPENSING CHEMIST LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -
The directors present their annual report and financial statements for the year ended 31 March 2024.
Principal activities
The principal activity of the company continued to be that of dispensing chemist in specialised stores.
Results and dividends
The results for the year are set out on page 9.
Ordinary dividends were paid amounting to £255,860. The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr M Green
Mrs D A Green
Disabled persons
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
Employee involvement
The company's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance.
The company's policy is to consult and discuss with employees matters likely to affect employees' interests.
Information about matters of concern to employees is given through information and discussions which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.
Business relationships
The required disclosure in respect of this has been included within the section 172(1) statement within the Strategic Report.
Post reporting date events
There were no post reporting date events.
Auditor
The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
M&D GREEN DISPENSING CHEMIST LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 4 -
Energy and carbon report
2024
2023
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
2,324,480
1,889,814
2024
2023
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
102.45
77.52
- Fuel consumed for owned transport
318.46
258.96
420.91
336.48
Scope 2 - indirect emissions
- Electricity purchased
117.04
97.22
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the
-
-
Total gross emissions
537.95
433.70
Intensity ratio
Tonnes CO2e per employee
0.98
0.97
Quantification and reporting methodology
The company has followed the 2019 HM Government Environmental Reporting Guidelines. The company has also used the GHG Reporting Protocol – Corporate Standard and have used the UK Government's Greenhouse Gas Reporting: Conversion Factors 2024
Intensity measurement
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per full time employee.
Measures taken to improve energy efficiency
The group continues to invest in energy efficiency measures to reduce the carbon footprint.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
Mr M Green
Director
14 November 2024
M&D GREEN DISPENSING CHEMIST LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024
- 5 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
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.
M&D GREEN DISPENSING CHEMIST LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF M&D GREEN DISPENSING CHEMIST LIMITED
- 6 -
Opinion
We have audited the financial statements of M&D Green Dispensing Chemist Limited (the 'company') for the year ended 31 March 2024 which comprise the profit and loss account, the balance sheet, the statement of changes in equity and the notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 March 2024 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.
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.
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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 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.
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.
M&D GREEN DISPENSING CHEMIST LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF M&D GREEN DISPENSING CHEMIST LIMITED
- 7 -
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 and 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:
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 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, 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.
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.
M&D GREEN DISPENSING CHEMIST LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF M&D GREEN DISPENSING CHEMIST LIMITED
- 8 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we 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. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. 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.
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.
James McBride (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
19 November 2024
Chartered Accountants
Statutory Auditor
Titanium 1
Kings Inch Place
Renfrew
United Kingdom
PA4 8WF
M&D GREEN DISPENSING CHEMIST LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
67,406,400
32,324,283
Cost of sales
(41,417,393)
(19,745,873)
Gross profit
25,989,007
12,578,410
Administrative expenses
(21,975,797)
(12,100,216)
Other operating income
60,500
144,625
Operating profit
4
4,073,710
622,819
Interest receivable and similar income
8
362
71
Interest payable and similar expenses
9
(133,265)
(67,588)
Amounts written off investments
-
258
Profit before taxation
3,940,807
555,560
Tax on profit
10
(1,102,546)
(504,438)
Profit for the financial year
2,838,261
51,122
The profit and loss account has been prepared on the basis that all operations are continuing operations.
There was no other comprehensive income income (2023 £nil).
M&D GREEN DISPENSING CHEMIST LIMITED
BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
12
8,713,107
9,652,381
Tangible assets
13
3,150,909
3,249,334
11,864,016
12,901,715
Current assets
Stocks
14
1,727,556
1,568,348
Debtors
15
10,676,174
9,629,203
Cash at bank and in hand
6,203,893
4,655,521
18,607,623
15,853,072
Creditors: amounts falling due within one year
16
(12,253,304)
(11,150,355)
Net current assets
6,354,319
4,702,717
Total assets less current liabilities
18,218,335
17,604,432
Creditors: amounts falling due after more than one year
17
(739,909)
(2,487,403)
Provisions for liabilities
Deferred tax liability
20
367,060
588,064
(367,060)
(588,064)
Net assets
17,111,366
14,528,965
Capital and reserves
Called up share capital
22
2
2
Other reserves
23
9,775,296
9,775,296
Profit and loss reserves
23
7,336,068
4,753,667
Total equity
17,111,366
14,528,965
The financial statements were approved by the board of directors and authorised for issue on 14 November 2024 and are signed on its behalf by:
Mr M Green
Director
Company Registration No. SC215009
M&D GREEN DISPENSING CHEMIST LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 11 -
Share capital
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 April 2022
2
1,450,623
5,001,355
6,451,980
Year ended 31 March 2023:
Profit and total comprehensive income for the year
-
-
51,122
51,122
Dividends
11
-
-
(298,810)
(298,810)
Capital contribution
-
8,324,673
8,324,673
Balance at 31 March 2023
2
9,775,296
4,753,667
14,528,965
Year ended 31 March 2024:
Profit and total comprehensive income for the year
-
-
2,838,261
2,838,261
Dividends
11
-
-
(255,860)
(255,860)
Balance at 31 March 2024
2
9,775,296
7,336,068
17,111,366
M&D GREEN DISPENSING CHEMIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 12 -
1
Accounting policies
Company information
M&D Green Dispensing Chemist Limited is a private company limited by shares incorporated in Scotland. The registered office is Bankell House, Strathblane Road, Milgavie, Glasgow, United Kingdom, G62 8LE.
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. The financial statements have been prepared under the historical cost convention.
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.
This 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:
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
M&D Green Dispensing Chemist Limited is a wholly owned subsidiary of The M&D Green Group Limited and the results of M&D Green Dispensing Chemist Limited are included in the consolidated financial statements of The M&D Green Group Limited which are available from Bankwell House, Strathblane Road, Milngavie, Glasgow, G62 8LE.
1.2
Going concern
The directors are required to prepare the statutory financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. In satisfaction of this responsibility the directors have considered the company's ability to meet its liabilities as they fall due.true
The directors have made appropriate enquiries and carried out a review of the company’s projections and available banking facilities, taking account of possible changes in trading performance and considering business risk.
The current and future financial position of the company, its cash flows and liquidity position have been reviewed by the directors. The company has a strong cash position as at 31 March 2024 and post year end. The Group has long term borrowing facilities in place. Following this review, the directors have a reasonable expectation that the company has adequate resources to continue in operational existences for the foreseeable future.
As such, the directors consider that it is appropriate to prepare the financial statements on the going concern basis.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services 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.
M&D GREEN DISPENSING CHEMIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 13 -
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.
1.5
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:
Heritable Property
2% Straight Line
Leasehold Property
4% Straight Line
Fixtures & Fittings
25% Reducing Balance
Motor Vehicles
25% Reducing Balance
1.6
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.
1.7
Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.
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.
1.8
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.
1.9
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 balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
M&D GREEN DISPENSING CHEMIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 14 -
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.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
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.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
M&D GREEN DISPENSING CHEMIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 15 -
1.10
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.
1.11
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 profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.12
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.
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.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
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 balance sheet 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.
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.
M&D GREEN DISPENSING CHEMIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 16 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised 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.
Goodwill
Goodwill is carried at cost less amortisation and accumulated impairment losses. Goodwill amortisation is calculated applying the straight line method to its estimated useful life. Estimates of the economic useful life of goodwill are based on a variety of factors such as the expected use of the acquired business, the expected useful life of cash generating units to which goodwill is attributed, any legal, regulatory or contractual provisions that can limit useful life and assumptions that market participants would consider in respect of similar businesses.
3
Turnover
All turnover arose within the United Kingdom
4
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Depreciation of owned tangible fixed assets
182,638
154,012
Depreciation of tangible fixed assets held under finance leases
504,532
225,161
Profit on disposal of tangible fixed assets
(88,241)
(3,929)
Amortisation of intangible assets
1,439,274
1,137,375
Operating lease charges
151,950
-
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
46,200
21,400
For other services
Taxation compliance services
5,000
10,100
The audit and tax fee includes fees in respect of all group entities.
M&D GREEN DISPENSING CHEMIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 17 -
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Administration Staff
5
3
Pharmacy Managers
56
31
Pharmacy and support staff
489
265
Total
550
299
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
11,773,087
5,749,995
Social security costs
970,244
521,487
Pension costs
488,029
240,842
13,231,360
6,512,324
7
Directors' remuneration
2024
2023
£
£
Company pension contributions to defined contribution schemes
24,000
24,000
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 2).
The directors are deemed to be the key management personnel.
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
362
71
9
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
-
16,144
Interest on finance leases and hire purchase contracts
133,265
51,444
133,265
67,588
M&D GREEN DISPENSING CHEMIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 18 -
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
1,321,341
338,453
Adjustments in respect of prior periods
2,209
Total current tax
1,323,550
338,453
Deferred tax
Origination and reversal of timing differences
(221,004)
165,985
Total tax charge
1,102,546
504,438
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:
2024
2023
£
£
Profit before taxation
3,940,807
555,560
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
985,202
105,556
Tax effect of expenses that are not deductible in determining taxable profit
31,914
44,312
Adjustments in respect of prior years
2,209
Fixed asset differences
293,177
138,098
Remeasurement of deferred tax for changes in tax rates
91,239
Other tax adjustments, reliefs and transfers
(1)
127,088
Amounts (charged)/credited directly to STRGL
(1,855)
Adjustments to tax charge in respect of previous periods - deferred tax
(209,955)
Taxation charge for the year
1,102,546
504,438
11
Dividends
2024
2023
£
£
Final paid
255,860
298,810
M&D GREEN DISPENSING CHEMIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 19 -
12
Intangible fixed assets
Goodwill
£
Cost
At 1 April 2023
20,836,220
Additions
500,000
At 31 March 2024
21,336,220
Amortisation and impairment
At 1 April 2023
11,183,839
Amortisation charged for the year
1,439,274
At 31 March 2024
12,623,113
Carrying amount
At 31 March 2024
8,713,107
At 31 March 2023
9,652,381
13
Tangible fixed assets
Heritable Property
Leasehold Property
Fixtures & Fittings
Motor Vehicles
Total
£
£
£
£
£
Cost
At 1 April 2023
1,233,855
132,326
3,622,944
598,725
5,587,850
Additions
485,714
236,052
721,766
Disposals
(107,560)
(188,063)
(295,623)
At 31 March 2024
1,126,295
132,326
4,108,658
646,714
6,013,993
Depreciation and impairment
At 1 April 2023
69,645
4,411
1,982,968
281,492
2,338,516
Depreciation charged in the year
24,498
5,293
553,179
104,200
687,170
Eliminated in respect of disposals
(18,834)
(143,768)
(162,602)
At 31 March 2024
75,309
9,704
2,536,147
241,924
2,863,084
Carrying amount
At 31 March 2024
1,050,986
122,622
1,572,511
404,790
3,150,909
At 31 March 2023
1,164,210
127,915
1,639,976
317,233
3,249,334
M&D GREEN DISPENSING CHEMIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
13
Tangible fixed assets
(Continued)
- 20 -
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
2024
2023
£
£
Fixtures & Fittings
1,203,487
1,195,895
Motor Vehicles
284,194
210,227
1,487,681
1,406,122
14
Stocks
2024
2023
£
£
Finished goods and goods for resale
1,727,556
1,568,348
15
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
5,476,726
4,946,664
Amounts owed by group undertakings
374,745
Amounts owed by related parties
3,976,995
3,901,995
Other debtors
701,130
663,755
Prepayments and accrued income
146,578
116,789
10,676,174
9,629,203
16
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Bank loans
18
157,870
Obligations under finance leases
19
459,128
518,155
Trade creditors
7,469,505
6,587,746
Amounts owed to group undertakings
1,522,243
1,520,447
Corporation tax
670,614
295,207
Other taxation and social security
290,217
237,783
Other creditors
1,345,030
1,744,956
Accruals and deferred income
496,567
88,191
12,253,304
11,150,355
M&D GREEN DISPENSING CHEMIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 21 -
17
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Bank loans and overdrafts
18
1,754,475
Obligations under finance leases
19
739,909
732,928
739,909
2,487,403
18
Loans and overdrafts
2024
2023
£
£
Bank loans
1,912,345
Payable within one year
157,870
Payable after one year
1,754,475
These bank loans have been transferred to M&D Green Group.
The interest rate of the bank loan is 2.25% p.a. over the base rate. The bank loan and interest repayments are dependent on movements in the base rate.
There is a bond and floating charge and standard securities held by HSBC over the company's assets securing all the company's liabilities due, or becoming due, to the HSBC.
There is also an unlimited multilateral guarantee across the M&D Green Group in favour of HSBC.
19
Finance lease obligations
2024
2023
Future minimum lease payments due under finance leases:
£
£
Within one year
459,128
518,155
In two to five years
739,909
732,928
1,199,037
1,251,083
Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments
M&D GREEN DISPENSING CHEMIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 22 -
20
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
367,060
588,064
2024
Movements in the year:
£
Liability at 1 April 2023
588,064
Credit to profit or loss
(221,004)
Liability at 31 March 2024
367,060
21
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
488,029
240,842
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
22
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of 0.0001p each
1,999,992
1,999,992
2
2
'A Ordinary of 0.0001p each
1
1
-
-
'B Ordinary of 0.0001p each
1
1
-
-
'C Ordinary of 0.0001p each
1
1
-
-
D Ordinary of 0.0001p each
1
1
-
-
E Ordinary of 0.0001p each
1
1
-
-
F Ordinary of 0.0001p each
1
1
-
-
G Ordinary of 0.0001p each
1
1
-
-
H Ordinary of 0.0001p each
1
1
-
-
of 0.0001p each
1
1
-
-
The Ordinary Shares have full voting rights and entitlements of assets on a wind up of the company. The A-G Ordinary Shares do not have voting rights or entitlement in excess of nominal value on a wind up or sale of the company. The H ordinary Shares have dividend voting rights for the A-G Ordinary Shares.
M&D GREEN DISPENSING CHEMIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 23 -
23
Reserves
Equity reserve
The company's profit and loss reserves are made up of accumulated profits retained by the group.
Capital Contribution Reserves
The company's other reserves are made up of capital contribution reserves which were created when the other group subsidiaries' trade and assets were transferred over to M&D Green Dispensing Chemist Limited.
24
Contingent Assets
Due to ongoing issues with the NHS computer system, there have been discrepancies in respect of the revenue the NHS are recognising as due to the company and what the company believes should be recognised. The NHS has been attempting to address these system issues and additional sums have been received and recognised by the company in the year as the NHS work towards a resolution. However, the directors believe more monies are due to the company in respect of 2023/24 however are not able to quantify the total due as a result of the errors in information provided by the NHS. Thus, a contingent asset has been disclosed in respect of this sums that are expected to be received by the NHS once they resolve these IT issues.
25
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£
£
Within one year
378,730
342,015
Between two and five years
939,535
769,752
In over five years
1,178,193
821,386
2,496,458
1,933,153
26
Related party transactions
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.
Dividends of £63,860 (2023: £106,810) have been paid to the trusts, held on behalf of the directors' children, during the year and are included in dividends.
At 31 March 2024, £3,976,995 (2023: £3,901,995) was due from and £118,952 (2023: £420,822) was due to businesses in which the directors have an interest. Management fees were received of £50,000 (2023: £127,500) from a business in which the directors have an interest.
During the period, no purchases (2023: £22,236) were made from Community Pharmacy Scotland Limited, a company under common directorship with M&D Green Dispensing Chemist Limited.
M&D GREEN DISPENSING CHEMIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 24 -
27
Ultimate controlling party
Ultimate controlling parties are Mr M Green and Mrs D Green by virtue of their 100% shareholding in The M & D Green Group Limited (the company's parent company), the registered office of which is Bankell House, Strathblane Road, Milngavie, Glasgow, Scotland, G62 8LE.
The financial statements of the company are consolidated in the financial statements of The M&D Green Group Limited, this is the smallest and largest group in which the company is included. These consolidated financial statements are available from its registered office, Bankell House Strathblane Road, Milngavie, Glasgow, G62 8LE.
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