Company registration number 09277923 (England and Wales)
IPSCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2025
IPSCO LIMITED
COMPANY INFORMATION
Directors
V Patani
S T Dutta
A K Patel
J Parker
G D Cook
Company number
09277923
Registered office
41 Central Avenue
West Molesey
Surrey
KT8 2QZ
Auditor
Gerald Edelman LLP
73 Cornhill
London
EC3V 3QQ
IPSCO LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Profit and loss account
9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Company statement of cash flows
16
Notes to the financial statements
17 - 37
IPSCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 1 -

The directors present the strategic report for the year ended 28 February 2025.

Principal activities

The principal activity of the Company is to act as a holding company.

 

The principal activity of the Group is the importation, manufacture, formulation and supply of special pharmaceutical products. The Group also provides full management of the delivery of Investigational Medical Products (IMP) and comparators for clinical trials.

Review of the business

The Group's subsidiary company, Vertical Pharma Resources Limited, trades as IPS Pharma. It offers in the region of 20,000 formulations to providers of primary and secondary care mainly in the UK. These include the bespoke and batch compounding of unlicensed pharmaceuticals (usually adaptations of products that are licensed in the UK) and the import of products licensed outside the UK. It also sources and supplies low volume licensed products known as special obtains and also provides full management of the delivery of Investigational Medical Products (IMP) and comparators for clinical trials.

 

It sells to independent pharmacies directly and through buying groups, as well as to small and large pharmacy chains and to specialist wholesalers.

 

It aims to set and maintain fair pricing on its many product lines but certain lines are subject to the NHS Drug Tariff in England & Wales which is periodically updated by the Department of Health.

 

Customer service and quality are critical, and the year has seen further investment in staff in order to continue to deliver excellent service.

 

The Group continues to devote significant resources to research and development in order to remain at the forefront of innovation and improve its service offering, it also continues to invest in its compliance and quality systems. The directors and the regulatory department ensure that the Group complies with its obligations in all its operations.

The Group’s subsidiary company has won some strong contracts for clinical trial services supported by its IMP certification granted by the MHRA and continues to grow in this area particularly with direct to patient deliveries via its own site pharmacy.

The Group’s subsidiary company’s joint venture, Grow Pharma Ltd, with Grow Group Plc continues to grow as a leader in medicinal cannabis supply to patients in the UK. The Group’s subsidiary company is solely responsible for customer fulfilment, as it is the only party within the joint venture arrangement with the regulatory ability to buy/sell medicinal cannabis products, and has the knowledge, facilities and expertise to hold, distribute and in certain cases manufacture goods. The company also bears significant regulatory risk. The Group has considered the various indicators described in FRS102 for accounting for the Revenue for medicinal cannabis as Principal or Agent and given the customer fulfilment role, management have formed the view that the Group should account for the revenue on external sales and costs of sales incurred. In addition, the profit share due to Grow Group Plc should also be accounted for as a cost of sale.

The Group’s turnover includes £27.6M (Year ended 28 February 2024 - £12.2M) from the sales of medicinal cannabis, and correspondingly £21.2M (Year ended 28 February 2024 - £9.8M) to cost of sales.

Principal risks and uncertainties

The primary objective of the financial policies is to minimise risks at reasonable cost and without damaging growth prospects. The principal risks faced by the Group are as follows:

Price and competition risk

This risk within the trading subsidiary is managed through attention to customers' requirements and through regular tracking of sales levels against budgets and against prior year. It also involves an understanding of competitors’ offerings and an anticipation of future changes within the market.

Credit risk

Trade debtors in the trading subsidiary are managed through policies around the credit terms offered to customers and regular monitoring of amounts outstanding against those terms.

IPSCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 2 -
Principal risks and uncertainties

Currency risk

Imported materials are generally priced in foreign currencies; if the pound weakens, the trading subsidiary’s selling prices are raised where possible. However, this also creates opportunities for exports which can balance out the risk.

Liquidity and cash flow risk

In respect of bank balances the liquidity risk is managed by maintaining continuity of funding. In respect of the lenders and the trading subsidiary’s trade creditors the liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

Regulatory risk

The trading subsidiary carries out its main activities under certain licences, as well as certifications from various regulatory bodies. As technology and best practice change, regulations may be revised or implemented in different ways, and so maintaining certification can never be taken for granted. Risk is managed by (a) continued investment and maintenance of equipment (b) recruitment and training of staff and (c) designing and implementing robust processes across the business that ensure compliance with regulations. The Group also monitors a number of non-financial key performance indicators (KPIs) to ensure that the Group maintains high product quality and customer service levels. These non-financial KPIs include quality complaints, product quality, delivery performance, pharmacovigilance and medical information enquiries. Risk is managed by (a) continued investment and maintenance of equipment (b) recruitment and training of staff and (c) designing and implementing robust processes across the business that ensure compliance with regulations. The Group also monitors a number of non-financial key performance indicators (KPIs) to ensure that the Group maintains high product quality and customer service levels. These non-financial KPIs include quality complaints, product quality, delivery performance, pharmacovigilance, and medical information enquiries.

Inflation

With the current cost of living crises and inflation the Group has seen an increase in energy costs and transport costs. It works continuously to find the best source possible to mitigate these increases as it continues to deliver best value for its customers.

Key performance indicators

Key financial performance indicators were as follows:

 

2025

£

2024

£

 

 

 

 

 

 

Turnover

39.2m

23.6m

Gross profit

30%

31%

Normalised EBITDA

4.7m

1.8m

Normalised EBITDA

12%

8%

Normalised EBITDA is considered after adding back one-off legal and professional costs of £86k (Year ended 28 February 2024 £95k) included within administrative expenses.

IPSCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 3 -
Other information and explanations

Future developments

The Group plans to enhance its unique position by:

On behalf of the board

V Patani
Director
30 June 2025
IPSCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 4 -

The directors present their annual report and financial statements for the year ended 28 February 2025.

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

V Patani
S T Dutta
A K Patel
J Parker
G D Cook
Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

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

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

IPSCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 5 -
Going concern

The Company is subject to a cross guarantee in connection with shareholder and investor loans within the wider Group.

The directors have reviewed the Group's profit and loss and cash flow forecasts for the foreseeable future, being at least one year from the date of approval of these financial statements, the available financial resources, the recurring income stream from customers, other contracted income and whether there is headroom on covenants. Management have a high degree of confidence in delivering these numbers and the actuals to date are ahead of budget.

Subsequent to the year end, the Group's main loan note holders formally extended the repayment date of these loans from 30 June 2025 to 30 June 2028 and the financial covenants amended to create sufficient headroom against base case forecast.

The Group has strengths in importing products globally and hence has not been subject to disruption as a result of Brexit and customs declarations. The Company has implemented controls and procedures in place to ensure there is smooth supply of medicines and continues to work with the Department of Health and Social Care (DHSC) and The Medicines and Healthcare products Regulatory Agency (MHRA).

As a result of the above the directors have a reasonable expectation that the Group and Company has adequate resources to continue in operational existence for the foreseeable future, being a period of not less than twelve months from the date of approval of these financial statements, and continue to adopt the going concern basis of accounting in preparing the financial statements.

On behalf of the board
V Patani
Director
30 June 2025
IPSCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF IPSCO LIMITED
- 6 -
Opinion

We have audited the financial statements of Ipsco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 28 February 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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 group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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 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 report. 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. 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.

Opinions on other matters prescribed by the Companies Act 2006

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

IPSCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF IPSCO LIMITED
- 7 -
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 their 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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

 

Our audit procedures were primarily directed towards testing the accounting systems in operation which we have based our assessment of the financial statements for the year ended 28 February 2025.

 

We planned our audit so that we have a reasonable expectation of detecting material misstatements in the financial statements resulting from irregularities, fraud or non-compliance with law or regulations.

Extent to which the audit was considered capable of detecting irregularities, including fraud

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

IPSCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF IPSCO LIMITED
- 8 -
Audit response to risks identified
Fraud due to management override

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

Irregularities and non-compliance with laws and regulations

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

The test nature and other inherent limitations of an audit, together with the inherent limitations of any accounting and internal control system, mean that there is an unavoidable risk that even some material misstatements in respect of irregularities may remain undiscovered even though the audit is properly planned and performed in accordance with ISAs (UK). Furthermore, the more removed that laws and regulations are from financial transactions, the less likely that we would become aware of non-compliance.

 

Our examination should therefore not be relied upon to disclose all such material misstatements or frauds, errors or instances of non-compliance that might exist. The responsibility for safeguarding the assets of the company and for the prevention and detection of fraud, error and non-compliance with law or regulations rests with the directors.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 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.

Hiten Patel FCCA (Senior Statutory Auditor)
For and on behalf of Gerald Edelman LLP, Statutory Auditor
Chartered Accountants
73 Cornhill
London
EC3V 3QQ
30 June 2025
IPSCO LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 9 -
2025
2024
as restated
Notes
£
£
Turnover
3
39,212,383
23,582,620
Cost of sales
(27,404,432)
(16,272,734)
Gross profit
11,807,951
7,309,886
Administrative expenses
(7,298,339)
(5,566,475)
Operating profit
4
4,509,612
1,743,411
Share of profits of joint ventures
154,000
-
Interest receivable and similar income
7
1,615
-
0
Interest payable and similar expenses
8
(1,896,644)
(1,832,290)
Other gains/(losses)
9
968,619
(73,503)
Profit/(loss) before taxation
3,737,202
(162,382)
Tax on profit/(loss)
10
(144,150)
14,966
Profit/(loss) for the financial year
24
3,593,052
(147,416)
Profit/(loss) for the financial year is all attributable to the owners of the parent company.
IPSCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 10 -
2025
2024
as restated
£
£
Profit/(loss) for the year
3,593,052
(147,416)
Other comprehensive income
-
-
Total comprehensive income for the year
3,593,052
(147,416)
Total comprehensive income for the year is all attributable to the owners of the parent company.
IPSCO LIMITED
GROUP BALANCE SHEET
AS AT
28 FEBRUARY 2025
28 February 2025
- 11 -
2025
2024
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
11
3,560,002
1,736,327
Tangible assets
12
324,423
221,671
Investments
13
214,006
60,006
4,098,431
2,018,004
Current assets
Stocks
16
4,601,083
1,721,290
Debtors
17
9,468,342
5,123,272
Cash at bank and in hand
2,491,939
1,377,597
16,561,364
8,222,159
Creditors: amounts falling due within one year
18
(31,570,059)
(6,041,734)
Net current (liabilities)/assets
(15,008,695)
2,180,425
Total assets less current liabilities
(10,910,264)
4,198,429
Creditors: amounts falling due after more than one year
19
-
(18,701,745)
Net liabilities
(10,910,264)
(14,503,316)
Capital and reserves
Called up share capital
23
1,000
1,000
Capital redemption reserve
24
17,850,595
17,850,595
Other reserves
24
358,606
358,606
Profit and loss reserves
24
(29,120,465)
(32,713,517)
Total equity
(10,910,264)
(14,503,316)
The financial statements were approved by the board of directors and authorised for issue on
30 June 2025
30 June 2025
and are signed on its behalf by:
V Patani
Director
Company registration number 09277923 (England and Wales)
IPSCO LIMITED
COMPANY BALANCE SHEET
AS AT
28 FEBRUARY 2025
28 February 2025
- 12 -
2025
2024
as restated
Notes
£
£
£
£
Current assets
Debtors
17
700,190
700,190
Creditors: amounts falling due within one year
18
(18,996,299)
-
Net current (liabilities)/assets
(18,296,109)
700,190
Creditors: amounts falling due after more than one year
19
-
(17,102,155)
Net liabilities
(18,296,109)
(16,401,965)
Capital and reserves
Called up share capital
23
1,000
1,000
Capital redemption reserve
24
17,850,595
17,850,595
Other reserves
24
358,606
358,606
Profit and loss reserves
24
(36,506,310)
(34,612,166)
Total equity
(18,296,109)
(16,401,965)

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £1,894,144 (2024 - £2,237,338 loss).

The financial statements were approved by the board of directors and authorised for issue on
30 June 2025
30 June 2025
and are signed on its behalf by:
V Patani
Director
Company registration number 09277923 (England and Wales)
IPSCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 13 -
Share capital
Capital redemption reserve
Other reserves
Profit and loss reserves
Total
£
£
£
£
£
As restated for the period ended 28 February 2024:
Balance at 1 March 2023
1,000
17,850,595
358,606
(32,566,101)
(14,355,900)
Year ended 28 February 2024:
Loss and total comprehensive income
-
-
-
(147,416)
(147,416)
Balance at 28 February 2024
1,000
17,850,595
358,606
(32,713,517)
(14,503,316)
Year ended 28 February 2025:
Profit and total comprehensive income
-
-
-
3,593,052
3,593,052
Balance at 28 February 2025
1,000
17,850,595
358,606
(29,120,465)
(10,910,264)
IPSCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 14 -
Share capital
Capital redemption reserve
Other reserves
Profit and loss reserves
Total
£
£
£
£
£
As restated for the period ended 28 February 2024:
Balance at 1 March 2023
1,000
17,850,595
358,606
(32,374,828)
(14,164,627)
Year ended 28 February 2024:
Loss and total comprehensive income for the year
-
-
-
(2,237,338)
(2,237,338)
Balance at 28 February 2024
1,000
17,850,595
358,606
(34,612,166)
(16,401,965)
Year ended 28 February 2025:
Loss and total comprehensive income
-
-
-
(1,894,144)
(1,894,144)
Balance at 28 February 2025
1,000
17,850,595
358,606
(36,506,310)
(18,296,109)
IPSCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 15 -
2025
2024
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
27
3,244,357
1,827,297
Investing activities
Purchase of intangible assets
(1,913,842)
(985,956)
Purchase of tangible fixed assets
(217,788)
(109,589)
Interest received
1,615
-
0
Net cash used in investing activities
(2,130,015)
(1,095,545)
Net increase in cash and cash equivalents
1,114,342
731,752
Cash and cash equivalents at beginning of year
1,377,597
645,845
Cash and cash equivalents at end of year
2,491,939
1,377,597
IPSCO LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 16 -
2025
2024
as restated
£
£
£
£
Cash flows from operating activities
Net increase in cash and cash equivalents
-
-
Cash and cash equivalents at beginning of year
-
0
-
0
Cash and cash equivalents at end of year
-
0
-
0
IPSCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 17 -
1
Accounting policies
Company information

IPSCO Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 41 Central Avenue, West Molesey, Surrey, KT8 2QZ.

 

The group consists of IPSCO Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

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

 

The Group has considered the various indicators described in FRS102 for accounting for the Revenue for medicinal cannabis as Principal or Agent and given the customer fulfilment role, management have formed the view that the Group should account for the revenue on external sales and costs of sales incurred. In addition, the profit share due to Grow Group Plc should also be accounted for as a cost of sale.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Ipsco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 28 February 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

IPSCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
1
Accounting policies
(Continued)
- 18 -

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The directors have reviewed the Group's profit and loss and cash flow forecasts for the foreseeable future, being at least one year from the date of approval of these financial statements, the available financial resources, the recurring income stream from customers, other contracted income and whether there is headroom on covenants. Management have a high degree of confidence in delivering these numbers and the actuals to date are ahead of budget.

Subsequent to the year end, the Group's main loan note holders formally extended the repayment date of these loans from 30 June 2025 to 30 June 2028 and the financial covenants amended to create sufficient headroom against base case forecast.

The Group has strengths in importing products globally and hence has not been subject to disruption as a result of Brexit and customs declarations. The Group has implemented controls and procedures in place to ensure there is smooth supply of medicines and continues to work with the Department of Health and Social Care (DHSC) and The Medicines and Healthcare products Regulatory Agency (MHRA).

As a result of the above the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, being a period of not less than twelve months from the date of approval of these financial statements and continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Revenue represents the sale of pharmaceutical products and services provided.

 

Revenue is measured at the full list price of products sold, net of returns, discounts and rebates based on the sales price, net of Value Added Tax.

 

Management review all contracts and considers itself to be the principal for sales of the products/services. The group's subsidiary company is solely responsible for customer fulfilment, given it has the regulatory ability to buy/sell products, and has the knowledge, facilities and expertise to hold, distribute and manufacture goods

 

The companies recognises the principal associated revenue and cost of goods sold on a gross basis.

IPSCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
1
Accounting policies
(Continued)
- 19 -

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

Revenue is recognised for identified contracts with customers. Revenue comprises the fair value of the consideration receivable for services sold to third party customers in the ordinary course of business.

 

It is the group's policy and customary business practice to receive a valid order from the customer in which each parties rights and payment terms are established. The group assesses revenue contracts and prices in an upfront fee to reflect the initial work required such as set up fees and then spreads the balance over the remaining term of contracts to reflect the various performance obligations to be delivered.

 

The group recognises revenue as the amount of value expected to be received for services provided as the contractual performance obligations are satisfied.

1.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.7
Intangible fixed assets other than goodwill

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

 

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

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

SAP Development
5 years
Development costs
7 years from license grant

Intangible fixed assets include directly attributable development costs of new pharmaceutical products. They are capitalised on the basis that the cost will generate future revenues that will recover all costs incurred on a product by product basis. Management considers that each product being developed will reach the stage of being fully licensed and will generate sufficient income over future periods to recover these costs. Some development costs have been amortised when they start generating revenue in line with the accounting policy over 7 years which the directors consider reasonable. The recoverability of the development costs and their future economic lives are assessed annually.

1.8
Tangible fixed assets

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

IPSCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
1
Accounting policies
(Continued)
- 20 -

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

Laboratory improvements
20% straight line
Fixtures and fittings
20% straight line
Computers
33% straight line

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

1.9
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

IPSCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
1
Accounting policies
(Continued)
- 21 -

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

 

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

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

1.11
Stocks

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

 

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

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

1.12
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.13
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

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

IPSCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
1
Accounting policies
(Continued)
- 22 -
Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

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

IPSCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
1
Accounting policies
(Continued)
- 23 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.14
Equity instruments

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

1.15
Taxation

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

Current tax

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

Deferred tax

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

 

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

IPSCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
1
Accounting policies
(Continued)
- 24 -
1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

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

1.18
Leases

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

1.19
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

IPSCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 25 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

 

Critical judgements that management have made in the process of applying accounting policies disclosed herein and that have a significant effect on the amount recognised in the financial statement relate to the following.

Deferred tax

The recognition of deferred tax assets is based on forecasts of future taxable profits. The measurements of future taxable profit for the purposes of determining whether or not recognise deferred tax assets depends on many factors, including the company's ability to generate such profits and the implementation of effective tax planning strategies.

Going concern

The directors have prepared forecasts based on estimates of future sales of non-core products, which indicate headroom against EBITDA and cash covenants. In the event that such sales fall significantly below expectations, in order to avoid covenant breaches, the directors have considered mitigating actions.

Revenue

The company's joint venture, Grow Pharma Ltd, with Grow Group Plc supplies medicinal cannabis to patients in the UK. The company is solely responsible for customer fulfillment, as it is the only party within the joint venture arrangement with the regulatory ability to buy/sell medicinal cannabis products, and has the knowledge, facilities and expertise to hold, distribute and in certain cases manufacture goods. The company also bears significant regulatory risk.

 

The company has considered the various indicators described in FRS102 for accounting for the revenue for medicinal cannabis as principal or agent and given the customer fulfilment role, management have formed the view that the company will account for the revenue on external sales and costs of sales incurred and the profit share due to Grow Group Plc has been accounted for as a cost of sale. The accounting for this share is judgemental, but as medicines supply is the core business of the company, management deem it appropriate to treat as cost of sale.

Capitalisation of development costs

Intangible fixed assets include directly attributable development costs of new pharmaceutical products. They are capitalised on the basis that the cost will generate future revenues that will recover all costs incurred on a product by product basis. Management considers that each product being developed will reach the stage of being fully licensed and will generate sufficient income over future periods to recover these costs. Some development costs have been amortised when they start generating revenue in line with the accounting policy over 7 years which the directors consider reasonable. The recoverability of the development costs and their future economic lives are assessed annually.

 

 

 

 

IPSCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 26 -
Investment carrying value

An impairment has been made to the investment carrying value in the prior year based on assumptions regarding future recoverability.

3
Turnover
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
38,962,306
23,432,676
USA
250,077
149,944
39,212,383
23,582,620

All turnover arises from the principal activity of the company being the sale of pharmaceutical products and services provided.

4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging:
Exchange losses
52,066
24,421
Depreciation of owned tangible fixed assets
115,036
79,455
Amortisation of intangible assets
90,167
34,005
Operating lease charges
422,458
246,719
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company's subsidiaries
47,500
38,264
6
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Laboratory and administration staff
89
79
0
0
IPSCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
6
Employees
(Continued)
- 27 -

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
4,125,986
3,336,249
-
0
-
0
Social security costs
384,131
320,756
-
-
Pension costs
90,082
77,566
-
0
-
0
4,600,199
3,734,571
-
0
-
0
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Other interest income
1,615
-
8
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Other interest on financial liabilities
1,896,644
1,832,290
9
Other gains/(losses)
2025
2024
£
£
Fair value gains/(losses) on financial instruments
Amounts written back to/(written off) fair value through profit or loss
-
0
(156,760)
Other gains
Other gains
968,619
83,257
968,619
(73,503)

The other income relates to reduction in the bad debt provision on balances due from the joint venture, Grow Pharma Ltd.

10
Taxation
2025
2024
£
£
Deferred tax
Origination and reversal of timing differences
144,150
(14,966)
IPSCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
10
Taxation
(Continued)
- 28 -

The actual charge/(credit) for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit/(loss) before taxation
3,737,202
(162,382)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2024: 19.00%)
934,301
(30,853)
Tax effect of expenses that are not deductible in determining taxable profit
3,813
77,758
Tax effect of income not taxable in determining taxable profit
(280,655)
(63,301)
Tax effect of utilisation of tax losses not previously recognised
(621,119)
-
0
Unutilised tax losses carried forward
-
0
34,562
Permanent capital allowances in excess of depreciation
(36,340)
(33,263)
Depreciation on assets not qualifying for tax allowances
-
0
15,096
Deferred tax adjustments in respect of timing difference
144,150
(14,965)
Taxation charge/(credit)
144,150
(14,966)
11
Intangible fixed assets
Group
SAP Development
Development costs
Total
as restated
£
£
£
Cost
At 29 February 2024
1,049,957
1,671,977
2,721,934
Additions
78,819
1,835,023
1,913,842
At 28 February 2025
1,128,776
3,507,000
4,635,776
Amortisation and impairment
At 29 February 2024
985,607
-
0
985,607
Amortisation charged for the year
29,453
60,714
90,167
At 28 February 2025
1,015,060
60,714
1,075,774
Carrying amount
At 28 February 2025
113,716
3,446,286
3,560,002
At 28 February 2024
64,350
1,671,977
1,736,327
The company had no intangible fixed assets at 28 February 2025 or 28 February 2024.
IPSCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 29 -
12
Tangible fixed assets
Group
Laboratory improvements
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 29 February 2024
1,139,313
1,006,356
15,704
2,161,373
Additions
1,454
216,334
-
0
217,788
At 28 February 2025
1,140,767
1,222,690
15,704
2,379,161
Depreciation and impairment
At 29 February 2024
1,131,600
793,973
14,129
1,939,702
Depreciation charged in the year
4,920
110,116
-
0
115,036
At 28 February 2025
1,136,520
904,089
14,129
2,054,738
Carrying amount
At 28 February 2025
4,247
318,601
1,575
324,423
At 28 February 2024
7,713
212,383
1,575
221,671
The company had no tangible fixed assets at 28 February 2025 or 28 February 2024.
13
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in joint ventures
15
214,006
60,006
-
0
-
0
Movements in fixed asset investments
Group
Shares in joint ventures
£
Cost or valuation
At 29 February 2024
60,006
Valuation changes
154,000
At 28 February 2025
214,006
Carrying amount
At 28 February 2025
214,006
At 28 February 2024
60,006
IPSCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
13
Fixed asset investments
(Continued)
- 30 -
Movements in fixed asset investments
Company
Investments is subsidiary companies
£
Cost or valuation
At 29 February 2024 and 28 February 2025
16,402,000
Impairment
At 29 February 2024 and 28 February 2025
16,402,000
Carrying amount
At 28 February 2025
-
At 28 February 2024
-
14
Subsidiaries

Details of the company's subsidiaries at 28 February 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Vertical Pharma Resources Limited
41 Central Avenue, West Molesey, Surrey, KT8 2QZ
Manufacture and supply of special pharmaceutical products
Ordinary
100.00
Intergrated Pharmaceutical Services (IPS) Limited
41 Central Avenue, West Molesey, Surrey, KT8 2QZ
Holding company
Ordinary
100.00

The investment in Vertical Pharma Resources Limited is directly held through integrated Pharmaceutical Services (IPS) Limited.

15
Joint ventures

The Group has 60% of the equity with 50% voting rights in Intergro Medicals Clinics Limited.

Details of joint ventures at 28 February 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Interest
% Held
held
Direct
Grow Pharma Limited
Suite 1, 6, Honduras Street, London, EC1Y 0TH
Education and market access Services
Ordinary
49.00
Integro Medical Clinics Limited
41 Central Avenue, West Molesey, Surrey, KT8 2QZ
Private medical clinic
B Ordinary
60.00
IPSCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 31 -
16
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Raw materials and consumables
4,601,083
1,721,290
-
-

During the year £133,582 was provided against inventory (2024: £149,000).

17
Debtors
Group
Company
2025
2024
2025
2024
as restated
Amounts falling due within one year:
£
£
£
£
Trade debtors
8,176,939
4,655,789
-
-
0
Amounts owed by group undertakings
-
-
700,115
700,115
Other debtors
1,186,597
231,155
75
75
Prepayments and accrued income
104,806
92,178
-
-
0
9,468,342
4,979,122
700,190
700,190
Amounts falling due after more than one year:
Deferred tax asset (note 21)
-
0
144,150
-
0
-
0
Total debtors
9,468,342
5,123,272
700,190
700,190
18
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
as restated
as restated
Notes
£
£
£
£
Debenture loans
20
20,595,889
-
0
18,996,299
-
0
Trade creditors
5,191,186
3,155,504
-
0
-
0
Amounts owed to undertakings in which the group has a participating interest
24,358
-
0
-
0
-
0
Other taxation and social security
924,576
382,675
-
-
Other creditors
1,336,252
1,009,456
-
0
-
0
Accruals and deferred income
3,497,798
1,494,099
-
0
-
0
31,570,059
6,041,734
18,996,299
-
IPSCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 32 -
19
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
as restated
as restated
Notes
£
£
£
£
Debenture loans
20
-
0
18,701,745
-
0
17,102,155
20
Loans and overdrafts
Group
Company
2025
2024
2025
2024
as restated
as restated
£
£
£
£
Debenture loans
20,595,889
18,701,745
18,996,299
17,102,155
Payable within one year
20,595,889
-
0
18,996,299
-
0
Payable after one year
-
0
18,701,745
-
0
17,102,155

In 2019 the shareholder and investor loans were restructured and reissued as 3 new loans. This resulted in a 6% PIK debt with a face value of £10,000,000, a 6% super senior loan with a face value of £700,000 and a 0% subordinate debt with a face value of £2,950,000. All of these facilities had a term of 3 years. In the previous year, the principal loan note holders formally extended the maturity date to February 2023, with the interest rate relating to the PIK debt and the super senior loan increased to 9%, with effect from 1 June 2021. In the same year, the loan note holders formally further extended the maturity date of the above facilities to 30 June 2025 and the interest rate relating to the PIK debt and the super senior loan increased to Base +12% per annum variable rate, with effect from 1 April 2023.

Subsequent to the year end, the loan note holders have formally further extended the maturity date of the above facilities to 30 June 2028 and the interest rate relating to the PIK debt and the super senior loan changed to Base +7% per annum variable rate, with the addition of cash interest of 5%, all effective from 25 April 2025.

The shareholder loans are secured with a fixed, floating and negative pledge over the assets of the company.

21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Assets
Assets
2025
2024
Group
£
£
Accelerated capital allowances
-
144,150
The company has no deferred tax assets or liabilities.
IPSCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
21
Deferred taxation
(Continued)
- 33 -
Group
Company
2025
2025
Movements in the year:
£
£
Asset at 29 February 2024
(144,150)
-
Charge to profit or loss
144,150
-
Asset at 28 February 2025
-
-
22
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
90,082
77,566

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

23
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A preferred ordinary of 1p each
39,500
39,500
395
395
Ordinary B1 of 1p each
7,500
7,500
75
75
Ordinary B2 of 1p each
6,000
6,000
60
60
Ordinary C1 of 1p each
27,650
27,650
277
277
Ordinary C2 of 1p each
11,850
11,850
118
118
Ordinary D of 1p each
7,500
7,500
75
75
100,000
100,000
1,000
1,000
IPSCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
23
Share capital
(Continued)
- 34 -

The particulars of the shares are:

 

A preferred ordinary shares:

a. rights to receive notice of and attend and speak at any general meeting and at any separate class meeting of the company for shares of the class they hold; one vote for one share on a written resolution; weighted voting rights in certain circumstances; b. rights to participate in a dividend; c. rights to participate in a return of capital whether on liquidation or capital reduction or otherwise.

 

B1 ordinary shares:

a. rights to receive notice of and attend and speak at any general meeting and at any separate class meeting of the company for shares of the class they hold; one vote for one share on a written resolution; b. rights to participate in a dividend; c. rights to participate in a return of capital whether on liquidation or capital reduction or otherwise.

 

B2 ordinary shares:

a- rights to receive notice of and attend and speak at any general meeting and at any separate class meeting of the company for shares of the class they hold; one vote for one share on a written resolution; b. rights to participate in a dividend; c. rights to participate in return of capital whether on liquidation or capital reduction or otherwise.

 

C1 Ordinary shares:

a. rights to receive notice of and attend and speak at any general meeting and at any separate class meeting of the company for shares of the class they hold; one vote for one share on a written resolution; b. rights to participate in a dividend; c. rights to participate in a return of capital whether on liquidation or capital reduction or otherwise.

 

C2 Ordinary shares:

a. rights to receive notice of and attend and speak at any general meeting and at any separate class meeting of the company for shares of the class they hold; one vote for one share on a written resolution; b. rights to participate in a dividend; c. rights to participate in a return of capital whether on liquidation or capital reduction or otherwise.

 

D Ordinary shares:

a. rights to receive notice of and attend and speak at any general meeting and at any separate class meeting of the company for shares of the class they hold; one vote tor one share on a written resolution; b. rights to participate in a dividend; c. rights to participate in a return of capital whether on liquidation or capital reduction or otherwise.

24
Reserves
Capital redemption reserve

The reserve records the nominal value of shares repurchased by the company.

 

Other reserves

The reserve represents capital contributions made by the company's shareholders.

Profit and loss reserves

Includes all current and prior period retained profits and losses.

IPSCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 35 -
25
Operating lease commitments
Lessee

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

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
122,267
178,284
-
-
Between two and five years
180,180
235,661
-
-
302,447
413,945
-
-
26
Related party transactions
Transactions with related parties

The Company has taken advantage of the exemption in Financial Reporting Standard 102 from the requirement to disclose transactions with group companies that are 100% owned by the group

During the year, rentals of £112,576 (2024: £68,965) were paid to Basewell Investments Limited.

 

At the year end, the amount due from Herisse Limited was £11,647 (2024: £17,330). A D Patel is a director of Herisse Limited. During the year, rentals of £186,500 (2024: £124,000) were paid to Herisse Limited in addition to sales made of £24,796 (2024: £31,058).

 

Furthermore, additional purchases were made from Herisse Limited in the amount of £2,736 (2024: £3,430) leaving an amount due to the Herisse limited, at the year-end date of £Nil (2024: £Nil) at the year end.

 

During the year, the Company invoiced Grow Pharma Ltd (joint venture with Grow Group Plc) £Nil (2024: £5,808,623) relating to the medicinal cannabis. The balance of invoiced amounts due from Grow Pharma Ltd at the year end is £2,913,795 (2024: £12,592,634)

 

During the year, Grow Pharma Ltd invoiced the Company £Nil (2024: £5,910,535). The balance of invoiced amounts due to Grow Pharma Ltd at the year end is £241,401 - debtor (2024: £10,988,914 - creditor).

 

At year end, the net balance due to Grow Pharma Ltd is £24,358 (2024: £968,819 - debtor)

 

During the year the Company invoiced Integro Medical Clinics Limited £980,231 (2024: £477,530). The balance of invoiced amounts due from Integro Medical Clinics Limited at the year end is £1,716,883 (2024: £477,530).

 

Furthermore, Integro Medical Clinics Limited invoiced the Company £1,952,080 (2024: £1,112,966). The balance of invoiced amounts due to Integro Medical Clinics Limited at the year end is £2,270,068 (2024: £601,429).

 

Expense reimbursements to directors amounted to £6,654, with various balances due to directors amounting to £1,183.

 

Refer to note 20 for shareholder loans.

IPSCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 36 -
27
Cash generated from group operations
2025
2024
£
£
Profit/(loss) for the year after tax
3,593,052
(147,416)
Adjustments for:
Share of results of associates and joint ventures
(154,000)
-
Taxation charged/(credited)
144,150
(14,966)
Finance costs
1,896,644
1,832,290
Investment income
(1,615)
-
0
Amortisation and impairment of intangible assets
90,167
34,005
Depreciation and impairment of tangible fixed assets
115,036
79,455
Other gain/(loss)
(968,619)
73,503
Movements in working capital:
(Increase)/decrease in stocks
(2,879,793)
57,360
Increase in debtors
(3,520,601)
(1,981,424)
Increase in creditors
4,929,936
1,894,490
Cash generated from operations
3,244,357
1,827,297
28
Analysis of changes in net debt - group
29 February 2024
Cash flows
Other non-cash changes
28 February 2025
£
£
£
£
Cash at bank and in hand
1,377,597
1,114,342
-
2,491,939
Borrowings excluding overdrafts
(18,701,745)
-
(1,894,144)
(20,595,889)
(17,324,148)
1,114,342
(1,894,144)
(18,103,950)
IPSCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 37 -
29
Prior period adjustment
Changes to the balance sheet - group
As previously reported
Adjustment
As restated at 28 Feb 2024
£
£
£
Fixed assets
Other intangibles
64,350
1,671,977
1,736,327
Current assets
Debtors due within one year
6,795,249
(1,671,977)
5,123,272
Creditors due within one year
Loans and overdrafts
(18,701,745)
18,701,745
-
0
Creditors due after one year
Loans and overdrafts
-
(18,701,745)
(18,701,745)
Net assets
(14,503,316)
-
(14,503,316)
Capital and reserves
Total equity
(14,503,316)
-
(14,503,316)
Changes to the profit and loss account - group
As previously reported
Adjustment
As restated
Period ended 28 February 2024
£
£
£
Loss after taxation
(147,416)
-
(147,416)
Reconciliation of changes in equity - company
The prior period adjustments do not give rise to any effect upon equity.
Reconciliation of changes in loss for the previous financial period
2024
£
Adjustments to prior year
Total adjustments
-
Loss as previously reported
(2,237,338)
Loss as adjusted
(2,237,338)
Notes to reconciliation

The prior year adjustment relate to the recognition of development costs as intangible fixed assets which was recognised as prepayments. The debenture loan has also been restated as long term in consideration of the expiry date.

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