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REGISTERED NUMBER: 03472901 (England and Wales)














Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Period 31 March 2023 to 29 March 2024

for

Spencross Limited

Spencross Limited (Registered number: 03472901)






Contents of the Consolidated Financial Statements
for the Period 31 March 2023 to 29 March 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 4

Consolidated Profit and Loss Account 8

Consolidated Balance Sheet 9

Company Balance Sheet 11

Consolidated Statement of Changes in Equity 12

Company Statement of Changes in Equity 13

Consolidated Cash Flow Statement 14

Notes to the Consolidated Cash Flow Statement 15

Notes to the Consolidated Financial Statements 16


Spencross Limited

Company Information
for the Period 31 March 2023 to 29 March 2024







DIRECTORS: Dr D J Clayton
Mr R Roberts



SECRETARY: Mr ND Chuwen



REGISTERED OFFICE: 46 Fountain Street
Manchester
Greater Manchester
M2 2BE



REGISTERED NUMBER: 03472901 (England and Wales)



SENIOR STATUTORY AUDITOR: J .P. Bostock FCA BFP BA (Hons)



AUDITORS: Thompson Wright Limited
Chartered Accountants
and Statutory Auditors
Ebenezer House
Ryecroft
Newcastle under Lyme
Staffordshire
ST5 2BE

Spencross Limited (Registered number: 03472901)

Group Strategic Report
for the Period 31 March 2023 to 29 March 2024


REVIEW OF BUSINESS
The group operates in competitive and challenging markets and has had to face pressure on costs as a result of inflationary pressures. An increase in turnover from £3.7m to £3.8m coupled with a reduction in gross margin from 35.51% to 31.99% and an increase in overhead costs has resulted in an overall loss for the year of £437,291. The group continues to look for ways of expanding the services it offers in both its retail pharmacy and hospital activities while always striving to contain costs.

The directors recommend that no equity dividends be paid.

As in previous years, the directors monitor the performance of the company through monthly management accounts and sales reports for each shop together with the monitoring of bank balances and ability to meet its future liabilities.

Key performance indicators are;

2024 2023
Gross profit margin 31.47% 35.51%
Debtor days 79.06 118.06
Stock ratio 5.26% 7.08%

PRINCIPAL RISKS AND UNCERTAINTIES
The directors have identified the key risks faced by the group to be market risk, financial risk and credit risk.

The directors constantly monitor the prices of goods and services to minimise market risk. Prices charged by suppliers and service providers are kept under review and constant efforts are made to secure the best prices possible.

The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. As part of this process, the directors are constantly monitoring the loan book.

The group's policy throughout the period has been to maintain liquid funds at the bank and avoid incurring overdraft interest whilst also funding the repayment of loan obligations.

Where the group has had to undertake borrowings, the group's exposure to interest rate fluctuations on its borrowings is managed by the use of fixed and floating facilities. It is the group's policy to minimise the amount of borrowings at floating rates of interest.

The maturity of borrowings is set out in note 18 to the financial statements.

The principal credit risk arises from its trade debtors. In retail pharmacy, the principal debtor is the NHS which is considered to be low risk.

FUTURE DEVELOPMENTS
Looking to the future, the directors want to maintain appropriate investment levels in the group to maintain and secure the group's position in the market. The directors closely monitor the market place to ensure that the group remains competitive.

BY ORDER OF THE BOARD:





Mr R Roberts - Director


28 March 2025

Spencross Limited (Registered number: 03472901)

Report of the Directors
for the Period 31 March 2023 to 29 March 2024

The directors present their report with the financial statements of the company and the group for the period 31 March 2023 to 29 March 2024.

PRINCIPAL ACTIVITY
The group provides pharmacy and hospital services, provides management support and services for group companies as well as making investments. These activities have not changed during the year.

DIVIDENDS
No dividends were payable in respect of the year under review.

FUTURE DEVELOPMENTS
The directors consider that the Group is in a good financial position as they continue to look for new opportunities to increase profitability.

DIRECTORS
The directors shown below have held office during the whole of the period from 31 March 2023 to the date of this report.

Dr D J Clayton
Mr R Roberts

DISCLOSURE IN THE STRATEGIC REPORT
Future developments and principal risks and uncertainties are disclosed in the strategic report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

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

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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

AUDITORS
The auditors, Thompson Wright Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

BY ORDER OF THE BOARD:





Mr R Roberts - Director


28 March 2025

Report of the Independent Auditors to the Members of
Spencross Limited

Opinion
We have audited the financial statements of Spencross Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 29 March 2024 which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 29 March 2024 and of the group's loss for the period then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company 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.

Report of the Independent Auditors to the Members of
Spencross Limited


Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
Spencross Limited


Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

-the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

-we identified the laws and regulations applicable to the group through discussions with directors and other management, and from our commercial knowledge and experience.

-we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, and health and safety legislation as well as regulations relating to the operation of dispensing chemists.

-we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

-identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

-making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

-considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

-performed analytical procedures to identify any unusual or unexpected relationships;

-tested journal entries to identify unusual transactions;

-assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

-investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

-agreeing financial statement disclosures to underlying supporting documentation;

-reading the minutes of meetings of those charged with governance;

-enquiring of management as to actual and potential litigation and claims; and

-reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.


Report of the Independent Auditors to the Members of
Spencross Limited

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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

Prior Period Financial Statements - Mahonia Investments Limited.

Mahonia Investments was introduced into the group on 29th September 2023.

Mahonia Investments was previously not required to prepare audited financial statements and therefore the comparative figures in respect of this company are unaudited.

Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




J .P. Bostock FCA BFP BA (Hons) (Senior Statutory Auditor)
for and on behalf of Thompson Wright Limited
Chartered Accountants
and Statutory Auditors
Ebenezer House
Ryecroft
Newcastle under Lyme
Staffordshire
ST5 2BE

28 March 2025

Spencross Limited (Registered number: 03472901)

Consolidated Profit and Loss Account
for the Period 31 March 2023 to 29 March 2024

Period Year Ended
31.3.23 to 29.3.24 30.3.23
as restated
Notes £    £    £    £   

TURNOVER 4 3,836,156 3,697,815

Cost of sales 2,628,952 2,384,872
GROSS PROFIT 1,207,204 1,312,943

Administrative expenses 1,479,348 1,661,396
(272,144 ) (348,453 )

Other operating income 11,310 21,948
OPERATING LOSS (260,834 ) (326,505 )

Intercompany loan account write off 6 1,904,366 -
(2,165,200 ) (326,505 )

Income from other participating interests 5,833 9,370
Interest receivable and similar income 216,493 291,466
Interest payable and similar expenses 7 (421,654 ) (323,133 )
(199,328 ) (22,297 )
LOSS BEFORE TAXATION 8 (2,364,528 ) (348,802 )

Tax on loss 9 (112,216 ) (3,100 )
LOSS FOR THE FINANCIAL PERIOD (2,252,312 ) (345,702 )

OTHER COMPREHENSIVE INCOME
Property revaluation 1,000,000 -
Income tax relating to other comprehensive
income

(225,000

)

-
OTHER COMPREHENSIVE INCOME FOR THE
PERIOD, NET OF INCOME TAX

775,000

-
TOTAL COMPREHENSIVE LOSS FOR THE PERIOD (1,477,312 ) (345,702 )

Loss attributable to:
Owners of the parent (2,183,041 ) (301,638 )
Non-controlling interests (69,271 ) (44,064 )
(2,252,312 ) (345,702 )

Total comprehensive loss attributable to:
Owners of the parent (1,229,655 ) (301,638 )
Non-controlling interests (247,657 ) (44,064 )
(1,477,312 ) (345,702 )

Spencross Limited (Registered number: 03472901)

Consolidated Balance Sheet
29 March 2024

2024 2023
as restated
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 12 70,844 87,097
Tangible assets 13 4,014,547 3,033,307
Investments 14 277,000 46,000
Investment property 15 - -
4,362,391 3,166,404

CURRENT ASSETS
Stocks 16 138,376 168,934
Debtors 17 6,000,822 8,827,569
Cash at bank 591,187 705,364
6,730,385 9,701,867
CREDITORS
Amounts falling due within one year 18 3,232,480 3,461,727
NET CURRENT ASSETS 3,497,905 6,240,140
TOTAL ASSETS LESS CURRENT LIABILITIES 7,860,296 9,406,544

CREDITORS
Amounts falling due after more than one year 19 (6,002,222 ) (6,005,556 )

PROVISIONS FOR LIABILITIES 23 (156,680 ) (43,896 )
NET ASSETS 1,701,394 3,357,092

Spencross Limited (Registered number: 03472901)

Consolidated Balance Sheet - continued
29 March 2024

2024 2023
as restated
Notes £    £    £    £   

CAPITAL AND RESERVES
Called up share capital 24 1,000,000 1,000,000
Non distributable profit and loss account 25 820,063 45,063
Other reserves 25 283,604 283,604
Retained earnings 25 (671,564 ) 1,511,477
SHAREHOLDERS' FUNDS 1,432,103 2,840,144

NON-CONTROLLING INTERESTS 26 269,291 516,948
TOTAL EQUITY 1,701,394 3,357,092

The financial statements were approved by the Board of Directors and authorised for issue on 28 March 2025 and were signed on its behalf by:





Mr R Roberts - Director


Spencross Limited (Registered number: 03472901)

Company Balance Sheet
29 March 2024

2024 2023
as restated
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 12 - -
Tangible assets 13 819,078 858,991
Investments 14 2,033,934 2,033,834
Investment property 15 2,500,000 1,500,000
5,353,012 4,392,825

CURRENT ASSETS
Debtors 17 6,062,650 7,228,158
Cash at bank 282,949 438,678
6,345,599 7,666,836
CREDITORS
Amounts falling due within one year 18 3,734,673 3,399,557
NET CURRENT ASSETS 2,610,926 4,267,279
TOTAL ASSETS LESS CURRENT LIABILITIES 7,963,938 8,660,104

CREDITORS
Amounts falling due after more than one year 19 (6,002,222 ) (6,005,556 )

PROVISIONS FOR LIABILITIES 23 (156,325 ) (5,909 )
NET ASSETS 1,805,391 2,648,639

CAPITAL AND RESERVES
Called up share capital 24 1,000,000 1,000,000
Non distributable profit and loss account 25 775,000 -
Retained earnings 25 30,391 1,648,639
SHAREHOLDERS' FUNDS 1,805,391 2,648,639

Company's (loss)/profit for the financial year (1,618,248 ) 349,993

The financial statements were approved by the Board of Directors and authorised for issue on 28 March 2025 and were signed on its behalf by:





Mr R Roberts - Director


Spencross Limited (Registered number: 03472901)

Consolidated Statement of Changes in Equity
for the Period 31 March 2023 to 29 March 2024

Non
distributable
Called up profit
share Retained and loss
capital earnings account
£    £    £   
Balance at 31 March 2022 1,000,000 1,813,115 45,063

Changes in equity
Total comprehensive loss - (301,638 ) -
Balance at 30 March 2023 1,000,000 1,511,477 45,063

Changes in equity
Total comprehensive loss - (2,183,041 ) 775,000
Balance at 29 March 2024 1,000,000 (671,564 ) 820,063
Other Non-controlling Total
reserves Total interests equity
£    £    £    £   
Balance at 31 March 2022 283,604 3,141,782 561,012 3,702,794

Changes in equity
Total comprehensive loss - (301,638 ) (44,064 ) (345,702 )
Balance at 30 March 2023 283,604 2,840,144 516,948 3,357,092

Changes in equity
Total comprehensive loss - (1,408,041 ) (247,657 ) (1,655,698 )
Balance at 29 March 2024 283,604 1,432,103 269,291 1,701,394

Spencross Limited (Registered number: 03472901)

Company Statement of Changes in Equity
for the Period 31 March 2023 to 29 March 2024

Non
distributable
Called up profit
share Retained and loss Total
capital earnings account equity
£    £    £    £   
Balance at 31 March 2022 1,000,000 1,298,646 - 2,298,646

Changes in equity
Total comprehensive income - 4,179 - 4,179
Balance at 30 March 2023 1,000,000 1,302,825 - 2,302,825
Prior year adjustment - 345,814 - 345,814
As restated 1,000,000 1,648,639 - 2,648,639

Changes in equity
Total comprehensive loss - (1,618,248 ) 775,000 (843,248 )
Balance at 29 March 2024 1,000,000 30,391 775,000 1,805,391

Spencross Limited (Registered number: 03472901)

Consolidated Cash Flow Statement
for the Period 31 March 2023 to 29 March 2024

Period
31.3.23
to Year Ended
29.3.24 30.3.23
as restated
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 (992,634 ) (108,229 )
Interest paid (421,124 ) 4,185
Interest element of hire purchase payments paid (530 ) (177 )
Tax paid - (1,302 )
Taxation refund - 75,195
Net cash from operating activities (1,414,288 ) (30,328 )

Cash flows from investing activities
Purchase of tangible fixed assets (60,780 ) (18,928 )
Sale of investment property - 150,000
Interest received 216,493 291,466
Dividends received 5,833 9,370
Net cash from investing activities 161,546 431,908

Cash flows from financing activities
Capital repayments in year (3,334 ) (1,111 )
Amount introduced by directors - 20,000
Amount withdrawn by directors - (68,000 )
Loans to/from associates 1,141,899 -
Net cash from financing activities 1,138,565 (49,111 )

(Decrease)/increase in cash and cash equivalents (114,177 ) 352,469
Cash and cash equivalents at beginning of
period

2

705,364

352,895

Cash and cash equivalents at end of period 2 591,187 705,364

Spencross Limited (Registered number: 03472901)

Notes to the Consolidated Cash Flow Statement
for the Period 31 March 2023 to 29 March 2024

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

Period
31.3.23
to Year Ended
29.3.24 30.3.23
as restated
£    £   
Loss before taxation (2,364,528 ) (348,802 )
Depreciation charges 95,793 105,026
Minority interest (178,386 ) 120,255
Purchase of fixed asset investment (231,000 ) -
Finance costs 421,654 323,133
Finance income (222,326 ) (300,836 )
(2,478,793 ) (101,224 )
Decrease/(increase) in stocks 30,558 (37,392 )
Decrease in trade and other debtors 984,848 203,358
Increase/(decrease) in trade and other creditors 470,753 (172,971 )
Cash generated from operations (992,634 ) (108,229 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Period ended 29 March 2024
29.3.24 31.3.23
£    £   
Cash and cash equivalents 591,187 705,364
Year ended 30 March 2023
30.3.23 31.3.22
as restated
£    £   
Cash and cash equivalents 705,364 352,895


3. ANALYSIS OF CHANGES IN NET DEBT

At 31.3.23 Cash flow At 29.3.24
£    £    £   
Net cash
Cash at bank and in hand 705,364 (114,177 ) 591,187
705,364 (114,177 ) 591,187
Debt
Finance leases (8,889 ) 3,334 (5,555 )
Debts falling due after 1 year (6,000,000 ) - (6,000,000 )
(6,008,889 ) 3,334 (6,005,555 )
Total (5,303,525 ) (110,843 ) (5,414,368 )

Spencross Limited (Registered number: 03472901)

Notes to the Consolidated Financial Statements
for the Period 31 March 2023 to 29 March 2024

1. STATUTORY INFORMATION

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

The presentation currency of the financial statements is the Pound Sterling (£).


2. STATEMENT OF COMPLIANCE

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

3. ACCOUNTING POLICIES

Basis of preparing the financial statements
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, including the provisions of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, under the historical cost convention and to include investment property at fair value.

Going concern
The directors have reasonable expectation that the group has adequate resources to continue operational existence for the foreseeable future and therefore continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Basis of consolidation
The company and its subsidiaries comprise a medium sized group. The group financial statements incorporate the financial statements of the company's subsidiary undertakings, Salram Limited (incorporated in Scotland, registered office: c/o KPMG LLP, 191 West George Street, Glasgow G2 2LJ), Properties on the Fylde Limited and Anaster Limited (both incorporated in England & Wales and having registered offices at 46 Fountain Street, Manchester M2 2BE).

Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtains control and continue to be consolidated until the date that such control ceases.

Subsidiaries are included in the consolidated financial statements on the acquisition basis whilst associates are included using the equity method.

Related party exemption
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.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Significant judgements and estimates
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the year end date and the amounts reported for revenues and expenses during the year. However the nature of estimation means that actual outcomes could differ from those estimates. The main judgements and estimates made by the directors relate to the year end fair value of investment properties and the relevance of depreciation policies in relation to tangible and intangible fixed assets.

Spencross Limited (Registered number: 03472901)

Notes to the Consolidated Financial Statements - continued
for the Period 31 March 2023 to 29 March 2024

3. ACCOUNTING POLICIES - continued

Turnover
Revenue is recognised to the extent that it is probable that the economic benefit will flow to the group. Revenue is measured at the fair value of the consideration received or receivable excluding discounts and Value Added Tax. Revenue from the National Health Service is recognised at the point the prescription is dispensed. Revenue from invoiced sales is recognised when the work is done or the goods dispatched.

Turnover is attributable to the principal activities of the group which is carried out entirely within the United Kingdom.

Intangible fixed assets - goodwill
On the acquisition of a business purchased goodwill is capitalised in the year in which it arises and amortised over its estimated useful life up to a maximum of 20 years, a period deemed appropriate by the Directors.

Negative goodwill arises when the fair value of assets acquired on the acquisition of a business exceeds the amount paid. This is also written off over a maximum of 20 years, a period deemed appropriate by the Directors.

Tangible fixed assets
Tangible fixed assets are stated at historical cost less accumulated depreciation and any provision for impairment. The cost of tangible fixed assets includes only expenditure incurred in bringing the assets into working condition for their intended use. Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Freehold property - 2% on cost
Fixtures and fittings - 25% and other varying rates on cost
Motor vehicles - 25% on cost
Computer equipment - 33% on cost

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

Investments
Investments, including investments in subsidiaries are measured at cost less provision for any impairment value.

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving stock. At each balance sheet date stocks are assessed for impairment. Any impairment loss is recognised immediately in profit or loss.

Financial instruments
The group has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.

Basic financial assets, including trade and other receivables, cash and bank balances, are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method.

Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Taxation
Taxation for the period comprises current and deferred tax. Tax is recognised in the consolidated profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

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


Spencross Limited (Registered number: 03472901)

Notes to the Consolidated Financial Statements - continued
for the Period 31 March 2023 to 29 March 2024

3. ACCOUNTING POLICIES - continued
Deferred taxation
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

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

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

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Employee benefits
The cost of short term employee benefits are recognised as a liability and an expense.

The cost of any unused holiday entitlement and of holidays taken in advance is recognised in the period in which the employees services are received.

4. TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

Period
31.3.23
to Year Ended
29.3.24 30.3.23
as restated
£    £   
Pharmaceutical services 1,964,433 1,791,292
Surgical services 1,871,723 1,906,523
3,836,156 3,697,815

5. EMPLOYEES AND DIRECTORS
Period
31.3.23
to Year Ended
29.3.24 30.3.23
as restated
£    £   
Wages and salaries 1,134,035 1,134,089
Social security costs 32,757 36,713
Other pension costs 20,514 17,728
1,187,306 1,188,530

Spencross Limited (Registered number: 03472901)

Notes to the Consolidated Financial Statements - continued
for the Period 31 March 2023 to 29 March 2024

5. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the period was as follows:
Period
31.3.23
to Year Ended
29.3.24 30.3.23
as restated

Management and administration 20 20
Medical staff 35 30
Shop staff 10 16
65 66

Period
31.3.23
to Year Ended
29.3.24 30.3.23
as restated
£    £   
Directors' remuneration 50,000 85,000

6. EXCEPTIONAL ITEMS
Period
31.3.23
to Year Ended
29.3.24 30.3.23
as restated
£    £   
Intercompany loan account write off (1,904,366 ) -

7. INTEREST PAYABLE AND SIMILAR EXPENSES
Period
31.3.23
to Year Ended
29.3.24 30.3.23
as restated
£    £   
Loan interest 421,124 322,956
Hire purchase 530 177
421,654 323,133

Spencross Limited (Registered number: 03472901)

Notes to the Consolidated Financial Statements - continued
for the Period 31 March 2023 to 29 March 2024

8. LOSS BEFORE TAXATION

The loss is stated after charging/(crediting):

Period
31.3.23
to Year Ended
29.3.24 30.3.23
as restated
£    £   
Depreciation - owned assets 72,308 69,544
Depreciation - assets on hire purchase contracts 7,232 -
Goodwill amortisation 20,741 139,970
Negative goodwill amortisation (4,488 ) (4,488 )
Auditors remuneration for
audit services 21,574 20,853

9. TAXATION

Analysis of the tax credit
The tax credit on the loss for the period was as follows:
Period
31.3.23
to Year Ended
29.3.24 30.3.23
as restated
£    £   
Current tax:
Adjustment in respect of prior years - (8,162 )

Deferred tax (112,216 ) 5,062
Tax on loss (112,216 ) (3,100 )

Reconciliation of total tax credit included in profit and loss
The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below:

Period
31.3.23
to Year Ended
29.3.24 30.3.23
as restated
£    £   
Loss before tax (2,364,528 ) (348,802 )
Loss multiplied by the standard rate of corporation tax in the UK of 25 % (2023 -
19 %)

(591,132

)

(66,272

)

Effects of:
Expenses not deductible for tax purposes 480,154 39,383
Income not taxable for tax purposes (1,458 ) (1,780 )
Capital allowances in excess of depreciation (35,118 ) -
Utilisation of tax losses - (3,269 )
Unutilsed tax losses carried forward 109,158 35,289
forward
Adjustment in respect of previous years - (8,160 )
Change in rate of taxation - 1,709
Deferred Tax on unutilsed losses (73,820 ) -
Total tax credit (112,216 ) (3,100 )

Spencross Limited (Registered number: 03472901)

Notes to the Consolidated Financial Statements - continued
for the Period 31 March 2023 to 29 March 2024

9. TAXATION - continued

Tax effects relating to effects of other comprehensive income

31.3.23 to 29.3.24
Gross Tax Net
£    £    £   
Property revaluation 1,000,000 (225,000 ) 775,000

10. INDIVIDUAL PROFIT AND LOSS ACCOUNT

As permitted by Section 408 of the Companies Act 2006, the profit and loss account of the parent company is not presented as part of these financial statements.

11. PRIOR YEAR ADJUSTMENT

The prior year end adjustment relates to an adjustment between Spencross and Anaster Limited, one of its subsidiary entities.

12. INTANGIBLE FIXED ASSETS

Group
Negative
Goodwill goodwill Totals
£    £    £   
COST
At 31 March 2023 1,125,859 (89,765 ) 1,036,094
Disposals (384,583 ) - (384,583 )
Reclassification/transfer 20,255 - 20,255
At 29 March 2024 761,531 (89,765 ) 671,766
AMORTISATION
At 31 March 2023 999,170 (50,173 ) 948,997
Amortisation for period 20,741 (4,488 ) 16,253
Eliminated on disposal (384,583 ) - (384,583 )
Reclassification/transfer 20,255 - 20,255
At 29 March 2024 655,583 (54,661 ) 600,922
NET BOOK VALUE
At 29 March 2024 105,948 (35,104 ) 70,844
At 30 March 2023 126,689 (39,592 ) 87,097

Spencross Limited (Registered number: 03472901)

Notes to the Consolidated Financial Statements - continued
for the Period 31 March 2023 to 29 March 2024

13. TANGIBLE FIXED ASSETS

Group
Fixtures
Freehold Plant and and
property machinery fittings
£    £    £   
COST OR VALUATION
At 31 March 2023 3,389,913 9,198 1,132,373
Additions - 60,780 -
Revaluations 1,000,000 - -
At 29 March 2024 4,389,913 69,978 1,132,373
DEPRECIATION
At 31 March 2023 718,265 4,305 809,216
Charge for period 35,796 16,418 17,454
At 29 March 2024 754,061 20,723 826,670
NET BOOK VALUE
At 29 March 2024 3,635,852 49,255 305,703
At 30 March 2023 2,671,648 4,893 323,157

Motor Computer
vehicles equipment Totals
£    £    £   
COST OR VALUATION
At 31 March 2023 47,228 102,139 4,680,851
Additions - - 60,780
Revaluations - - 1,000,000
At 29 March 2024 47,228 102,139 5,741,631
DEPRECIATION
At 31 March 2023 18,300 97,458 1,647,544
Charge for period 7,232 2,640 79,540
At 29 March 2024 25,532 100,098 1,727,084
NET BOOK VALUE
At 29 March 2024 21,696 2,041 4,014,547
At 30 March 2023 28,928 4,681 3,033,307

Cost or valuation at 29 March 2024 is represented by:

Fixtures
Freehold Plant and and
property machinery fittings
£    £    £   
Valuation in 2021 (100,000 ) - -
Valuation in 2024 1,000,000 - -
Cost 3,489,913 69,978 1,132,373
4,389,913 69,978 1,132,373

Spencross Limited (Registered number: 03472901)

Notes to the Consolidated Financial Statements - continued
for the Period 31 March 2023 to 29 March 2024

13. TANGIBLE FIXED ASSETS - continued

Group

Motor Computer
vehicles equipment Totals
£    £    £   
Valuation in 2021 - - (100,000 )
Valuation in 2024 - - 1,000,000
Cost 47,228 102,139 4,841,631
47,228 102,139 5,741,631

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Motor
vehicles
£   
COST OR VALUATION
At 31 March 2023
and 29 March 2024 28,928
DEPRECIATION
Charge for period 7,232
At 29 March 2024 7,232
NET BOOK VALUE
At 29 March 2024 21,696
At 30 March 2023 28,928

Company
Fixtures
Freehold and Motor
property fittings vehicles Totals
£    £    £    £   
COST
At 31 March 2023
and 29 March 2024 827,978 814,913 28,928 1,671,819
DEPRECIATION
At 31 March 2023 318,773 494,055 - 812,828
Charge for period 16,559 16,122 7,232 39,913
At 29 March 2024 335,332 510,177 7,232 852,741
NET BOOK VALUE
At 29 March 2024 492,646 304,736 21,696 819,078
At 30 March 2023 509,205 320,858 28,928 858,991

Spencross Limited (Registered number: 03472901)

Notes to the Consolidated Financial Statements - continued
for the Period 31 March 2023 to 29 March 2024

13. TANGIBLE FIXED ASSETS - continued

Company

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Motor
vehicles
£   
COST
At 31 March 2023
and 29 March 2024 28,928
DEPRECIATION
Charge for period 7,232
At 29 March 2024 7,232
NET BOOK VALUE
At 29 March 2024 21,696
At 30 March 2023 28,928

14. FIXED ASSET INVESTMENTS

Group
Unlisted
investments
£   
COST
At 31 March 2023 46,000
Additions 1,638,100
Impairments (1,407,100 )
At 29 March 2024 277,000
NET BOOK VALUE
At 29 March 2024 277,000
At 30 March 2023 46,000
Company
Shares in
group
undertakings
£   
COST
At 31 March 2023 2,033,834
Additions 100
At 29 March 2024 2,033,934
NET BOOK VALUE
At 29 March 2024 2,033,934
At 30 March 2023 2,033,834


Spencross Limited (Registered number: 03472901)

Notes to the Consolidated Financial Statements - continued
for the Period 31 March 2023 to 29 March 2024

14. FIXED ASSET INVESTMENTS - continued


The investments represent the following shareholdings;


Name Registered office Nature of business Shareholding
Salram Limited 46 Fountain Street, Manchester,
M2 2BE
Operation of pharmacy shops 87%
Anaster Limited 46 Fountain Street , Manchester,
M2 2BE
Provision of medical services
and facilities
75%
Mahonia Investments
Limted
46 Fountain Street, Manchester
M2 2BE
Investment company 100%

The group has a 9.37% (2022 9.37%) holding in the issued ordinary share capital of BSPC Limited, a company trading as dispensing chemists.

15. INVESTMENT PROPERTY
Company
Total
£   
FAIR VALUE
At 31 March 2023 1,500,000
Revaluations 1,000,000
At 29 March 2024 2,500,000
NET BOOK VALUE
At 29 March 2024 2,500,000
At 30 March 2023 1,500,000

Fair value at 29 March 2024 is represented by:
£   
Valuation in 2021 (100,000 )
Valuation in 2024 1,000,000
Cost 1,600,000
2,500,000

If investment property had not been revalued it would have been included at the following historical cost:

2024 2023
as restated
£    £   
Cost 1,600,000 1,600,000
Aggregate depreciation 288,000 256,000

Investment property was valued on an open market basis on 29 March 2024 by the directors .

16. STOCKS

Group
2024 2023
as restated
£    £   
Stocks 138,376 168,934

Spencross Limited (Registered number: 03472901)

Notes to the Consolidated Financial Statements - continued
for the Period 31 March 2023 to 29 March 2024

17. DEBTORS

Group Company
2024 2023 2024 2023
as restated as restated
£    £    £    £   
Amounts falling due within one year:
Trade debtors 480,943 1,546,078 540 -
Amounts owed by group undertakings - 1,841,899 597,686 1,841,899
Other debtors 3,382,719 1,616,465 3,378,305 1,614,730
VAT 9,135 17,908 - -
Prepayments and accrued income 56,020 49,237 14,114 15,547
3,928,817 5,071,587 3,990,645 3,472,176

Amounts falling due after more than one year:
Other debtors 2,072,005 3,755,982 2,072,005 3,755,982

Aggregate amounts 6,000,822 8,827,569 6,062,650 7,228,158

18. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
as restated as restated
£    £    £    £   
Hire purchase contracts (see note 21) 3,333 3,333 3,333 3,333
Trade creditors 306,665 351,077 1,507 26,368
Amounts owed to group undertakings - 700,000 1,155,592 1,212,605
Social security and other taxes 34,608 37,382 2,945 9,882
VAT - - 9,260 7,800
Other creditors 2,756,334 2,163,834 2,531,510 2,104,610
Directors' current accounts 20,000 20,000 20,000 20,000
Accrued expenses 111,540 186,101 10,526 14,959
3,232,480 3,461,727 3,734,673 3,399,557

19. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group Company
2024 2023 2024 2023
as restated as restated
£    £    £    £   
Loans (see note 20) 6,000,000 6,000,000 6,000,000 6,000,000
Hire purchase contracts (see note 21) 2,222 5,556 2,222 5,556
6,002,222 6,005,556 6,002,222 6,005,556

20. LOANS

An analysis of the maturity of loans is given below:

Group Company
2024 2023 2024 2023
as restated as restated
£    £    £    £   
Amounts falling due between two and five years:
Other loans - 2-5 years 6,000,000 6,000,000 6,000,000 6,000,000

Spencross Limited (Registered number: 03472901)

Notes to the Consolidated Financial Statements - continued
for the Period 31 March 2023 to 29 March 2024

20. LOANS - continued

The loan, on which interest is charged at 1.5% over the Bank of England base rate, is repayable on 17 January 2027.

21. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
2024 2023
as restated
£    £   
Net obligations repayable:
Within one year 3,333 3,333
Between one and five years 2,222 5,556
5,555 8,889

Company
Hire purchase contracts
2024 2023
as restated
£    £   
Net obligations repayable:
Within one year 3,333 3,333
Between one and five years 2,222 5,556
5,555 8,889

22. SECURED DEBTS

The following secured debts are included within creditors:

Group Company
2024 2023 2024 2023
as restated as restated
£    £    £    £   
Hire purchase contracts 5,555 8,889 5,555 8,889
Other loans - 976,000 976,000 976,000
5,555 984,889 981,555 984,889

Hire purchase creditors are secured over the assets to which they relate.

Other loans are secured over the freehold property which contains a negative pledge.

23. PROVISIONS FOR LIABILITIES

Group Company
2024 2023 2024 2023
as restated as restated
£    £    £    £   
Deferred tax
Accelerated capital allowances 5,500 8,289 5,145 5,909
Tax losses carried forward (73,820 ) - (73,820 ) -
Other timing differences 225,000 35,607 225,000 -
156,680 43,896 156,325 5,909

Spencross Limited (Registered number: 03472901)

Notes to the Consolidated Financial Statements - continued
for the Period 31 March 2023 to 29 March 2024

23. PROVISIONS FOR LIABILITIES - continued

Group
Deferred
tax
£   
Balance at 31 March 2023 43,896
Accelerated capital allowances (2,789 )
Other timing differences (35,607 )
On property revaluation 225,000
Unutilised taxation losses (73,820 )
Balance at 29 March 2024 156,680

Company
Deferred
tax
£   
Balance at 31 March 2023 5,909
Accelerated capital allowances (764 )
On property revaluation 225,000
Unutilised taxation losses (73,820 )
Balance at 29 March 2024 156,325

24. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: as restated
£    £   
1,000,000 Ordinary £1 1,000,000 1,000,000

25. RESERVES

Group
Non
distributable
profit
Retained and loss Other
earnings account reserves Totals
£    £    £    £   

At 31 March 2023 1,511,477 45,063 283,604 1,840,144
Deficit for the period (2,183,041 ) - - (2,183,041 )
Revaluation during the year - 775,000 - 775,000
At 29 March 2024 (671,564 ) 820,063 283,604 432,103

Spencross Limited (Registered number: 03472901)

Notes to the Consolidated Financial Statements - continued
for the Period 31 March 2023 to 29 March 2024

25. RESERVES - continued

Company
Non
distributable
profit
Retained and loss
earnings account Totals
£    £    £   

At 31 March 2023 1,302,825 - 1,302,825
Prior year adjustment 345,814 - 345,814
1,648,639 - 1,648,639
Deficit for the period (1,618,248 ) - (1,618,248 )
Revaluation during the year - 775,000 775,000
At 29 March 2024 30,391 775,000 805,391

Other Reserves in the Consolidated Balance Sheet represent the portion relating to minority shareholders of the excess of the fair value of assets acquired over payments made on the acquisition of a subsidiary company.

26. NON-CONTROLLING INTERESTS

These represent the interests of outside shareholders in the capital and reserves of subsidiary undertakings where the group does not hold the whole of the share capital of the subsidiary.

27. RELATED PARTY DISCLOSURES

Anaster Limited and Salram Limited are both subsidiary companies of Spencross Limited but are not wholly owned by Spencross Limited.

Maltford Limited - a company of which Mr R Roberts is a director.

During the year, Spencross Limited charged Maltford Limited interest of £18,230 (2023 - £17,402).

At the year end Maltford Limited owed Spencross Limited £393,447 (2023 £375,147).

Interest is being charged on this loan at 4% over base rate.

Monarent Limited - a company of which Mr R Roberts is a director.

During the year Spencross Limited was charged interest of £45,096 (2023 £44,119) by Monarent Limited.

At the year end Spencross Limited owed Monarent £1,120,122 (2023 £1,074,252)

Roberts Buckley - a firm of solicitor whose principal is Mr R Roberts.

During the year Roberts Buckley charged the group £26,923 (2023 £32,099) for legal and professional services.

At the year end the group owed Roberts Buckley £57,907 (2023 £13,453).

Dr Clayton - a director of Spencross Limited

At the year end Spencross Limited owed Dr Clayton £20,000 (2023 £20,000).

Dr M Khurshid - a director of Anaster Limited

At the year end Dr Khurshid owed Spencross Limited £832,050 (2022 £832,050).

At the year end Anaster Limited owed Dr Khurshid £123,481 (2023 £7,492)

Spencross Limited (Registered number: 03472901)

Notes to the Consolidated Financial Statements - continued
for the Period 31 March 2023 to 29 March 2024

28. ULTIMATE CONTROLLING PARTY

Control of the company resides with the directors R Roberts and Dr D J Clayton who collectively hold a majority beneficial interest in the issued share capital of the company.