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Registered number: 02963398










DEXCEL-PHARMA LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

 
DEXCEL-PHARMA LIMITED
 
 
COMPANY INFORMATION


Directors
A Konstantinou 
A Ridsdale 
Y Seelenfreund 




Registered number
02963398



Registered office
7 Sopwith Way
Drayton Fields Insutrial Estate

Daventry

Northamptonshire

NN11 8PB




Independent auditor
MHA

11 Merus Court

Meridian Business Park

Leicester

LE19 1RJ





 
DEXCEL-PHARMA LIMITED
 

CONTENTS



Page
Strategic Report
 
1
Directors' Report
 
2 - 4
Directors' Responsibilities Statement
 
5
Independent Auditor's Report
 
6 - 9
Statement of Comprehensive Income
 
10
Statement of Financial Position
 
11 - 12
Statement of Changes in Equity
 
13
Notes to the Financial Statements
 
14 - 30


 
DEXCEL-PHARMA LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024

Introduction
 
The directors present their Strategic Report together with the audited financial statements for the year ended 30 June 2024.
 
The directors extended the prior accounting period end from 31 December 2022 to 30 June 2023 to coincide with the same extension made to the parent company's accounting period. All amounts noted throughout these financial statements in relation to the prior period relate to the 18 month period to 30 June 2023. The current year's amounts all relate to the 12 months ended 30 June 2024.

Business review
 
Turnover has decreased by 22% to £21,547,541 (18 months to 30 June 2023 – 61% increase to £27,584,426). Gross profit of £7,918,648 (18 months to 30 June 2023 – £8,570,110) represents a gross profit margin of 36.7% (18 months to 30 June 2023 – 31.1%). However, this decrease is entirely due to the prior period being over 18 months.

On a pro-rata basis, turnover increased through the year as a result of the successful acquisition of a number of over the counter brands part way through the year; these higher margin products also resulted in strong gross profit margin growth. This coupled with continued growth in revenue of the over the counter product acquired in 2020. The launch of the company’s first over the counter product in 2019 continues to grow, completing the picture of a successful over the counter business throughout the year. The success from the 1st to market launch of a new generic product in 2021 also continued and was a contributing factor to increased revenue and margin.

Principal risks and uncertainties
 
The principal risks and uncertainties that face the Company are the reliance on related party companies for the supply of product, market pricing and customer demand, although more product acquisitions are being made from external suppliers, which was the case with the brand acquisitions in the year, plus a diversified mix of product across different segments. In order to minimise these risks, the directors are in regular contact with related party companies, continually monitor the pharmaceutical market for price fluctuations and strive to actively maintain positive relationships with customers.

Financial key performance indicators
 
The directors consider that turnover, gross profit margin, and operating result are the most reliable indicators for measuring company performance, which is consistent with the size and complexity of the business. These key performance indicators can all be derived from the Statement of Comprehensive Income.

Both turnover (pro rata) and gross profit margin have increased as explained above. Operating result has also improved compared to the prior period.


This report was approved by the board and signed on its behalf.



................................................
A Ridsdale
Director

Date: 27 March 2025

Page 1

 
DEXCEL-PHARMA LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024

The directors present their report and the financial statements for the year ended 30 June 2024.

Principal activity

The principal activity of the Company is to market, sell and distribute generic medicines to wholesalers, pharmacies and healthcare providers, over the counter (OTC) medications to major grocery retailers and pharmacies, as well as patented speciality products to dental healthcare professionals.

Results and dividends

The profit for the year, after taxation, amounted to £1,470,991 (18 months to 30 June 2023 - £2,331,070).

The Statement of Comprehensive Income is set out on page 10 and shows the results for the period. The directors do not recommend a dividend for the period.

Directors

The directors who served during the year were:

A Konstantinou 
A Ridsdale 
Y Seelenfreund 

Future developments

Moving forward into the 2025 financial year we will be looking to further increase our product lines, assisted by the launch on a new generic product, and further investment in additional OTC and generics products will be actively pursued.

Page 2

 
DEXCEL-PHARMA LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Financial instruments

The UK based director regularly reviews the financial risks associated with the Company. Company operations are primarily financed on extended payment terms provided by related party companies. The Company does not use forward currency contracts or enter into hedging arrangements.
The UK based director monitors the exposure of the Company to price risk, credit risk, liquidity risk and cash flow risk. 
Price risk
The Company is exposed to price risk in that it operates within a fluctuating sales market. The directors continually monitor the market prices and make related decisions based on data and experience. 
Credit risk
The risk of financial loss due to counterparty’s failure to honour its obligations arises principally in relation to transactions where the Company provides goods or services on deferred credit terms. Company policies are aimed at minimising such losses, and require that deferred terms are granted only to customers who demonstrate an appropriate payment history and satisfy creditworthiness procedures. Individual exposures are monitored with customers subject to credit limits to ensure that the Company's exposure to bad debts is not significant.
Liquidity risk and cash flow risk
The Company aims to mitigate liquidity risk and cash flow risk by managing cash generation by its operations and applying debtor collection targets. The Company also benefits from extended credit terms with related party suppliers.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware; and
the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
 
Post balance sheet events

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

Auditor

The auditor, MHA, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 3

 
DEXCEL-PHARMA LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

This report was approved by the board and signed on its behalf.
 





................................................
A Ridsdale
Director

Date: 27 March 2025

7 Sopwith Way
Drayton Fields Insutrial Estate
Daventry
Northamptonshire
NN11 8PB

Page 4

 
DEXCEL-PHARMA LIMITED
 
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024

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

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

 In preparing these financial statements, the directors are required to:

select suitable accounting policies for the Company's financial statements 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Page 5

 
DEXCEL-PHARMA LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DEXCEL-PHARMA LIMITED
 

Opinion


We have audited the financial statements of Dexcel-Pharma Limited (the 'Company') for the year ended 30 June 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 30 June 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.


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 United Kingdom, including the Financial Reporting Council'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.


Page 6

 
DEXCEL-PHARMA LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DEXCEL-PHARMA LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

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


We have nothing to report in respect of the following matters 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.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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.


Page 7

 
DEXCEL-PHARMA LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DEXCEL-PHARMA LIMITED (CONTINUED)


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:

Enquiry of management and those charged with governance around actual, potential or suspected litigation, claims, non-compliance with applicable laws and regulations and fraud;
Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations;
Performing audit work over the risk of management override, 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 bias;
Reviewing the financial statements disclosures and testing these to supporting documentation to assess compliance with applicable laws and regulations; and
Discussions amongst the engagement team in relation to how and where fraud might occur in the financial statements and any potential indicators of fraud.


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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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


Page 8

 
DEXCEL-PHARMA LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DEXCEL-PHARMA LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our 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.





Shelley Harvey FCCA (Senior Statutory Auditor)
  
for and on behalf of
MHA, Statutory Auditor
 
Leicester
United Kingdom

Date 27/03/2025

MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered number OC312313).
Page 9

 
DEXCEL-PHARMA LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024

Year ended
30 June
18 months ended
30 June
2024
2023
Note
£
£

  

Turnover
 3 
21,547,541
27,584,426

Cost of sales
  
(13,628,893)
(19,014,316)

Gross profit
  
7,918,648
8,570,110

Distribution costs
  
(1,765,013)
(1,981,725)

Administrative expenses
  
(4,308,136)
(3,736,040)

Operating profit
 4 
1,845,499
2,852,345

Interest receivable and similar income
 8 
91,362
-

Profit before tax
  
1,936,861
2,852,345

Tax on profit
 9 
(465,870)
(521,275)

Profit for the financial year
  
1,470,991
2,331,070

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 14 to 30 form part of these financial statements.

Page 10

 
DEXCEL-PHARMA LIMITED
REGISTERED NUMBER: 02963398

STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 10 
17,193,801
4,505,771

Tangible assets
 11 
31,244
26,418

  
17,225,045
4,532,189

Current assets
  

Stocks
 12 
8,274,264
8,286,461

Debtors: amounts falling due within one year
 13 
7,014,904
4,591,978

Cash at bank and in hand
  
2,393,049
3,196,746

  
17,682,217
16,075,185

Current liabilities
  

Creditors: amounts falling due within one year
 14 
(6,161,982)
(6,446,446)

Net current assets
  
 
 
11,520,235
 
 
9,628,739

Total assets less current liabilities
  
28,745,280
14,160,928

Creditors: amounts falling due after more than one year
 15 
(6,751,061)
-

Provisions for liabilities
  

Deferred tax
  
(113,361)
-

  
 
 
(113,361)
 
 
-

Net assets
  
21,880,858
14,160,928


Capital and reserves
  

Called up share capital 
 17 
2
2

Other reserves
  
26,248,939
20,000,000

Profit and loss account
  
(4,368,083)
(5,839,074)

  
21,880,858
14,160,928


Page 11

 
DEXCEL-PHARMA LIMITED
REGISTERED NUMBER: 02963398
    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 JUNE 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
A Ridsdale
Director

Date: 27 March 2025

The notes on pages 14 to 30 form part of these financial statements.

Page 12

 
DEXCEL-PHARMA LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024


Called up share capital
Other reserves
Profit and loss account
Total equity

£
£
£
£


At 1 January 2022
2
20,000,000
(8,170,144)
11,829,858


Comprehensive income for the period

Profit for the period
-
-
2,331,070
2,331,070



At 1 July 2023
2
20,000,000
(5,839,074)
14,160,928


Comprehensive income for the year

Profit for the year
-
-
1,470,991
1,470,991


Contributions by and distributions to owners

Capital contribution from international group members
-
13,000,000
-
13,000,000

Repayments of capital contribution from international group members
-
(6,751,061)
-
(6,751,061)


At 30 June 2024
2
26,248,939
(4,368,083)
21,880,858


The notes on pages 14 to 30 form part of these financial statements.

Other Reserves
Other reserves present a capital contribution from the international group to support the trading activities within the UK.
Profit and loss account
Included all current and prior retained profit and losses.

Page 13

 
DEXCEL-PHARMA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

1.Accounting policies

  
1.1

Company information

Dexcel-Pharma Limited is a private company, limited by shares, which is registered in England and Wales, registration number 02963398. The registered office is 7 Sopwith Way, Drayton Fields Industrial Estate, Daventry, Northamptonshire, NN11 8PB.
The principal activity of the Company is to market, sell and distribute generic medicines to wholesalers, pharmacies and healthcare providers, over the counter (OTC) medications to major grocery retailers and pharmacies, as well as patented speciality products to dental healthcare professionals.

 
1.2

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 2).
The comparative figures were for a period of 18 months for the period ended 30 June 2023. This year's figures are for the year ended 30 June 2024. The comparative figures are not directly comparable.

The following principal accounting policies have been applied:

 
1.3

Going concern

The Company is profitable and continues to be profitable post year end, as well as holding a strong working capital position. Based on the continued profitability and working capital position, the directors consider the Company has the ability to continue as a going concern for the next 12 months and therefore these financial statements have been prepared on a going concern basis. No material uncertainty in relation to going concern has been identified. 

Page 14

 
DEXCEL-PHARMA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

1.Accounting policies (continued)

 
1.4

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; and
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Dexcel-Pharma Laboratories Limited as at 30 June 2024 and these financial statements may be obtained from 7 Sopwith Way, Drayton Fields Industrial Estate, Daventry, Northamptonshire, NN11 8PB.

 
1.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
1.6

Interest income

Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.

Page 15

 
DEXCEL-PHARMA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

1.Accounting policies (continued)

 
1.7

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is British Pound Sterling (£).

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

 
1.8

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 16

 
DEXCEL-PHARMA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

1.Accounting policies (continued)

 
1.9

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
1.10

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
1.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings
-
20% straight line basis per annum
Equipment
-
25-33% straight line basis per annum

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income.

Page 17

 
DEXCEL-PHARMA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

1.Accounting policies (continued)

 
1.12

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Statement of Comprehensive Income.

 
1.13

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at transaction price net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
1.14

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
1.15

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at transaction price net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
1.16

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the reporting date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the reporting date.

 
1.17

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

 
1.18

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
 
Page 18

 
DEXCEL-PHARMA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

1.Accounting policies (continued)


1.18
Financial instruments (continued)

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at transaction price net of transaction costs and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income. 
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. 
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date. 
Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an 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.

 
1.19

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight-line basis over the lease term.

 
1.20

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to the Statement of Comprehensive Income. 

Page 19

 
DEXCEL-PHARMA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.


Judgements in applying accounting policies and key sources of estimation uncertainty

Estimate and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Company make estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.
i) Useful economic lives of tangible fixed assets
The annual depreciation charge for tangible fixed assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 11 for the carrying amount of the tangible fixed assets, and note 1.11 for the useful economic lives for each class of assets.
ii) Useful economic lives of intangible fixed assets
The annual amortisation charge for intangible fixed assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on future investments and economic utilisation. See note 10 for the carrying amount of the intangible fixed assets and, see note 1.10 for the useful economic lives of each class of assets.
iii) Stocks provisioning
The Company continues to sell and distribute generic medicines and is exposed to changes in market prices. As a result it is necessary to consider the recoverability of the cost of stock and the associated provisioning required. When calculating the stock provision, management consider the nature and condition of the stock, and apply assumptions around anticipated saleability of the goods. See note 12 for the net carrying amount of the stocks. 
iv) Impairment of debtors
Judgement is required when determining if there is any impairment to the trade and other debtor balances. Trade and other debtors are reviewed for impairment if they are past due and not repaid within the terms of the contract. A provision for impairment will be made if, following the review of the balances, the Company considers it unlikely that any balance will be recovered.

Page 20

 
DEXCEL-PHARMA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

3.


Turnover

The whole of the turnover is attributable to sale of goods.

Analysis of turnover by country of destination:

Year ended
30 June
18 months ended
30 June
2024
2023
£
£

United Kingdom
20,882,543
26,910,857

Rest of Europe
527,728
530,651

Rest of the World
137,270
142,918

21,547,541
27,584,426



4.


Operating profit

The operating profit is stated after charging:

Year ended
30 June
18 months ended
30 June
2024
2023
£
£

Depreciation of tangible fixed assets
15,032
31,066

Amortisation of intangible fixed assets
1,304,410
897,839

Exchange differences
59,876
42,566

Operating leases rental
32,614
52,905

Defined contribution pension cost
73,055
98,452


5.


Auditor's remuneration

Year ended
30 June
18 months ended
30 June
2024
2023
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
25,000
35,000

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

Page 21

 
DEXCEL-PHARMA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

6.


Employees

Staff costs, including directors' remuneration, were as follows:


Year ended
30 June
18 months ended
30 June
2024
2023
£
£

Wages and salaries
1,428,011
1,822,983

Social security costs
146,485
190,013

Cost of defined contribution scheme
73,055
98,452

1,647,551
2,111,448


The average monthly number of employees, including the directors, during the year was as follows:


      Year ended
        30 June
   18 months ended
         30 June
        2024
        2023
            No.
            No.







Sales
3
3



Admin
12
11



Management
7
7

22
21

Page 22

 
DEXCEL-PHARMA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

7.


Directors' remuneration

Year ended
30 June
18 months ended
30 June
2024
2023
£
£

Directors' emoluments
200,811
173,834

Company contributions to defined contribution pension schemes
10,279
12,117

Amounts paid to third parties in respect of directors' services
18,928
42,103

230,018
228,054


During the year retirement benefits were accruing to 1 director (2023 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £200,811 (2023 - £173,834).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £10,279 (2023 - £12,117).


8.


Interest receivable

Year ended
30 June
18 months ended
30 June
2024
2023
£
£


Bank interest receivable
91,362
-

91,362
-

Page 23

 
DEXCEL-PHARMA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

9.


Taxation


Year ended
30 June
18 months ended
30 June
2024
2023
£
£

Corporation tax


Current tax on profits for the period
352,509
472,869

Adjustments in respect of previous periods
-
48,406


352,509
521,275


Total current tax
352,509
521,275

Deferred tax


Origination and reversal of timing differences
113,361
-

Total deferred tax
113,361
-


Taxation on profit on ordinary activities
465,870
521,275
Page 24

 
DEXCEL-PHARMA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
 
9.Taxation (continued)


Factors affecting tax charge for the year/period

The tax assessed for the year/period is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 25%). The differences are explained below:

Year ended
30 June
18 months ended
30 June
2024
2023
£
£


Profit on ordinary activities before tax
1,936,861
2,852,345


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
484,215
713,086

Effects of:


Capital allowances for year/period in excess of depreciation
(4,358)
(3,983)

Utilisation of tax losses
-
(121,394)

Adjustments to tax charge in respect of prior periods
-
48,406

Changes in provisions leading to an decrease in the tax charge
141
177

Adjustment for change in UK tax rate during the period leading to a decrease in the tax charge
-
(111,976)

Group relief
(14,128)
(3,041)

Total tax charge for the year/period
465,870
521,275


Factors that may affect future tax charges

From 1 April 2023, the Corporation Tax main rate was increased to 25% for profits over £250,000. A small profits rate has also been introduced for profits of £50,000 or less, charging Corporation Tax at 19%. Profits between £50,000 and £250,000 will be taxed at the main rate reduced by a marginal relief providing a gradual increase in the effective Corporation Tax rate. 

Page 25

 
DEXCEL-PHARMA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

10.


Intangible assets




Development expenditure
Licenses
Total

£
£
£



Cost


At 1 July 2023
98,917
6,011,200
6,110,117


Additions
-
18,000,000
18,000,000


Disposals
(98,917)
(3,908,643)
(4,007,560)



At 30 June 2024

-
20,102,557
20,102,557



Amortisation


At 1 July 2023
-
1,604,346
1,604,346


Charge for the year on owned assets
-
1,304,410
1,304,410



At 30 June 2024

-
2,908,756
2,908,756



Net book value



At 30 June 2024
-
17,193,801
17,193,801



At 30 June 2023
98,917
4,406,854
4,505,771



Page 26

 
DEXCEL-PHARMA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

11.


Tangible fixed assets





Fixtures and fittings
Equipment
Total

£
£
£



Cost or valuation


At 1 July 2023
113,058
176,182
289,240


Additions
11,305
8,553
19,858



At 30 June 2024

124,363
184,735
309,098



Depreciation


At 1 July 2023
109,263
153,559
262,822


Charge for the year on owned assets
1,844
13,188
15,032



At 30 June 2024

111,107
166,747
277,854



Net book value



At 30 June 2024
13,256
17,988
31,244



At 30 June 2023
3,795
22,623
26,418


12.


Stocks

2024
2023
£
£

Finished goods
8,274,264
8,286,461

8,274,264
8,286,461


An impairment (reversal)/provision relating to slow-moving and obsolete stock of (£280,664) (2023 - £561,803) was written off to cost of sales during the year.

Page 27

 
DEXCEL-PHARMA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

13.


Debtors

2024
2023
£
£


Trade debtors
5,929,755
4,153,129

Amounts owed by group undertakings
217,435
161,408

Other debtors
456,233
-

Prepayments and accrued income
411,481
277,441

7,014,904
4,591,978



14.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
975,378
708,440

Amounts owed to group undertakings
3,541,595
2,746,792

Corporation tax payable
-
472,869

Other taxation and social security
868,698
601,477

Other creditors
24,959
21,353

Accruals and deferred income
751,352
1,895,515

6,161,982
6,446,446



15.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Amounts owed to group undertakings
6,751,061
-

6,751,061
-


Page 28

 
DEXCEL-PHARMA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

16.


Deferred taxation




2024


£






Charged to the Statement of Comprehensive Income
(113,361)



At end of year
(113,361)

The deferred taxation balance is made up as follows:

2024
2023
£
£


Accelerated capital allowances
(113,361)
-

(113,361)
-


17.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



2 (2023 - 2) Ordinary shares of £1 each
2
2

Each ordinary share has equal voting and distribution rights, including repayment of capital in the event of winding up.



18.


Pension commitments

The Company operates a defined contribution pension scheme.
The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £73,055 (2023 - £98,452). Contributions totalling £16,494 (2023 - £15,011) were payable to the fund at the reporting date.

Page 29

 
DEXCEL-PHARMA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

19.


Commitments under operating leases

At 30 June 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
37,000
37,000

Later than 1 year and not later than 5 years
64,750
101,750

101,750
138,750


20.


Related party transactions

The Company has taken advantage of the exemption available under FRS 102 33.1A not to disclose transactions with other members of the Group that are wholly owned by Dexcel-Pharma Laboratories Limited.
Transactions and balances with other related parties are as follows:


2024
2023
£
£

Sales to other related parties
3,883,000
1,893
Purchases from other related parties
12,257,512
20,227,081
Balances due to other related parties
3,541,595
2,746,792

Purchases from related parties include the supply of products and recharge of administrative expenses and fixed assets.
The amounts owed by and due to related parties have been accounted for on a net basis in line with normal group trading arrangements.


21.


Controlling party

The Company is a wholly owned subsidiary of Dexcel-Pharma Laboratories Limited, registration number 06033065. Dexcel-Pharma Laboratories Limited prepares consolidated financial statements which include the Company. The ultimate parent company is Dexcel PT Holdings Limited. Dexcel PT Holdings Limited is a new company incorporated in Israel. D Oren is the ultimate controlling party by virtue of holding a controlling interest in Dexcel PT Holdings Limited.

 
Page 30