REGISTERED NUMBER: SC273779 (Scotland)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

STRATHCLYDE PHARMACEUTICALS LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

P M Wadding

Mrs S C Wadding

Mrs S Gorrell

J R P Ogle

REGISTERED OFFICE:

3 Young Place

Kelvin Industrial Estate

East Kilbride

Glasgow

G75 0TD

REGISTERED NUMBER:

SC273779 (Scotland)

SENIOR STATUTORY AUDITOR:

Douglas Paton BSc CA

AUDITORS:

Bannerman Johnstone Maclay

Chartered Accountants

and Statutory Auditor

213 St Vincent Street

Glasgow

G2 5QY

BANKERS:

AIB

10 Molesworth Street

Dublin

D02 W260

The directors present their strategic report for the year ended 31 December 2024.

The principal activity of the company is the wholesaling of pharmaceutical supplies and chemist sundries.

REVIEW OF BUSINESS

The directors are disappointed with the results for the period but would note that the underlying trading loss was less than the previous year.

Market conditions remain challenging but the directors are confident that the company will return to profitability and remains well placed to take advantage of future opportunities.

PRINCIPAL RISKS AND UNCERTAINTIES

During the forthcoming year the board consider the principal risks and uncertainties affecting the company to be:

- Competition in the market

- Fluctuating foreign exchange rates

- Managing the impact of the difficult economic conditions on our suppliers and customers

- The continuing impact of Brexit

Having considered the risks of the business, the board are of the opinion that the company has taken positive action and responded to mitigate the impact of these risks and uncertainties.

KEY PERFORMANCE INDICATORS

The directors and senior management of the company regularly monitor the performance of the business with reference to key trading and financial data. Given the straightforward nature of the business, the directors are of the opinion that presenting a detailed analysis using key performance indicators is not necessary for an understanding of the development, performance, or position of the business.

ON BEHALF OF THE BOARD:

P M Wadding - Director

24 June 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

DIVIDENDS

The total distribution of dividends for the period ended 31 December 2023 will be £nil (31 December 2022: £nil).

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

P M Wadding

Mrs S C Wadding

Mrs S Gorrell

J R P Ogle

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

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 company'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 company's auditors are aware of that information.

AUDITORS

The auditors, Bannerman Johnstone Maclay, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

P M Wadding - Director

24 June 2025

Opinion

We have audited the financial statements of Strathclyde Pharmaceuticals Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 company's affairs as at 31 December 2024 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information in the 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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:

-

We obtained an understanding of the legal and regulatory frameworks applicable to the company and the sector in which it operates. We determined that the following laws and regulations were the most significant: the Companies Act 2006 and UK corporate taxation laws.

-

We obtained an understanding of how the company is complying with those legal and regulatory frameworks by making enquires to the management.

-

We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:

-

identifying and assessing the design and effectiveness of controls management has in place to prevent and detect fraud;

-

understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;

-

challenging assumptions and judgements made by management in its significant accounting estimates;

-

identifying and testing journal entries, in particular any journal entries posted with unusual accounting combinations; and

-

assessing the extent of compliance with relevant laws and regulations.

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.

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.

Douglas Paton BSc CA (Senior Statutory Auditor)

for and on behalf of Bannerman Johnstone Maclay

Chartered Accountants

and Statutory Auditor

213 St Vincent Street

Glasgow

G2 5QY

24 June 2025

TURNOVER

24,330,016

24,171,559

Cost of sales

22,189,939

22,284,874

GROSS PROFIT

2,140,077

1,886,685

Distribution costs

200,994

228,354

Administrative expenses

2,013,441

1,924,714

2,214,435

2,153,068

(74,358

)

(266,383

)

Other operating income

110

9,465

OPERATING LOSS

4

(74,248

)

(256,918

)

Interest payable and similar expenses

5

47,372

74,191

LOSS BEFORE TAXATION

(121,620

)

(331,109

)

Tax on loss

6

-

-

LOSS FOR THE FINANCIAL YEAR

(121,620

)

(331,109

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(121,620

)

(331,109

)

FIXED ASSETS

Intangible assets

7

188,967

196,287

Tangible assets

8

25,930

15,962

214,897

212,249

CURRENT ASSETS

Stocks

9

1,770,396

1,417,578

Debtors

10

5,557,931

5,710,746

Cash at bank and in hand

426,090

193,270

7,754,417

7,321,594

CREDITORS

Amounts falling due within one year

11

3,912,318

3,355,227

NET CURRENT ASSETS

3,842,099

3,966,367

TOTAL ASSETS LESS CURRENT LIABILITIES

4,056,996

4,178,616

CAPITAL AND RESERVES

Called up share capital

13

5,010

5,010

Retained earnings

14

4,051,986

4,173,606

SHAREHOLDERS' FUNDS

4,056,996

4,178,616

The financial statements were approved by the Board of Directors and authorised for issue on 24 June 2025 and were signed on its behalf by:

P M Wadding - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

5,010

4,504,715

4,509,725

Changes in equity

Total comprehensive income

-

(331,109

)

(331,109

)

Balance at 31 December 2023

5,010

4,173,606

4,178,616

Changes in equity

Total comprehensive income

-

(121,620

)

(121,620

)

Balance at 31 December 2024

5,010

4,051,986

4,056,996

1.	STATUTORY INFORMATION

Strathclyde Pharmaceuticals Limited is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the Company Information page.

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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. The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

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.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported during the year for revenue and costs. However the nature of estimation means that actual outcomes could differ from those estimates. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Useful economic lives of tangible assets

The annual depreciation charge for tangible assets is sensitive to changes in the useful economic lives and residual values of the assets. Useful lives and residual values are reassessed annually. They are assessed where necessary to reflect current estimates based on economic utilisation and physical condition.

Impairment of trade and other debtors

The Company regularly reviews the recoverability of trade and other debtors. A provision for impairment is made where the Company believes that it will not be able to collect amounts due according to the original terms of trade. Provisions for impairment are estimates of future events and are therefore uncertain.

Stock provisioning

It is necessary to consider the recoverability of the cost of stock and the associated provisioning required given the items have expiry dates and are subject to strict licensing regulations. When calculating the stock provision, management considers the remaining time to expiry date of the stock as well as applying assumptions around anticipated saleability under current and future pharmaceutical regulations.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Licenses

Intangible fixed assets are held at cost and amortised over their estimated useful lives. All licenses are amortised over 5 years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

33% on cost

Computer equipment

-

33% on cost

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments

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

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

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

Basic financial assets

Basic financial assets, which include certain debtors and cash and bank balances, are initially measured at transaction price including transactions 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.

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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including certain creditors and loans from related undertakings, 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.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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.

The company is part of a tax group for certain aspects of the tax legislation. One of these aspects relates to group relief whereby current tax liabilities can be offset by current tax losses arising in other companies within the same tax group. Payment for group relief is made equal to the tax benefit and amounts are included within the current tax disclosures.

Deferred tax

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 year 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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

1,085,218

1,020,072

Social security costs

97,928

85,854

Other pension costs

19,621

18,505

1,202,767

1,124,431

The average number of employees during the year was as follows:

2024

2023

Administration

40

39

Directors

4

4

44

43

2024

2023

£

£

Directors' remuneration

83,137

81,878

Directors' pension contributions to money purchase schemes

1,321

1,321

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

1

1

4.	OPERATING LOSS

The operating loss is stated after charging/(crediting):

2024

2023

£

£

Depreciation - owned assets

9,353

18,071

Licences amortisation

66,463

49,876

Auditors' remuneration

8,500

8,500

Foreign exchange differences

(27,566

)

4,216

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Invoice discounting interest

47,372

74,191

6.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

Loss before tax

(121,620

)

(331,109

)

Loss multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 25%)

(30,405

)

(82,777

)

Effects of:

Capital allowances in excess of depreciation

(2,723

)

-

Depreciation in excess of capital allowances

-

1,743

Tax losses available to be carried forward

33,128

81,034

Total tax charge

-

-

7.	INTANGIBLE FIXED ASSETS

Licences

£

COST

At 1 January 2024

1,238,292

Additions

65,017

Disposals

(7,293

)

At 31 December 2024

1,296,016

AMORTISATION

At 1 January 2024

1,042,005

Amortisation for year

66,463

Eliminated on disposal

(1,419

)

At 31 December 2024

1,107,049

NET BOOK VALUE

At 31 December 2024

188,967

At 31 December 2023

196,287

8.	TANGIBLE FIXED ASSETS

Fixtures

and

Computer

fittings

equipment

Totals

£

£

£

COST

At 1 January 2024

508,581

451,208

959,789

Additions

4,073

15,248

19,321

At 31 December 2024

512,654

466,456

979,110

DEPRECIATION

At 1 January 2024

501,255

442,572

943,827

Charge for year

3,756

5,597

9,353

At 31 December 2024

505,011

448,169

953,180

NET BOOK VALUE

At 31 December 2024

7,643

18,287

25,930

At 31 December 2023

7,326

8,636

15,962

9.

STOCKS

2024

2023

£

£

Finished goods

1,770,396

1,417,578

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

4,443,197

4,615,004

Amounts owed by group undertakings

1,001,000

1,001,000

Prepayments and accrued income

113,734

94,742

5,557,931

5,710,746

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

153,503

227,259

Amounts owed to group undertakings

1,246,130

1,548,868

Social security and other taxes

25,996

22,230

VAT

929,368

710,806

Other creditors

1,541,291

800,110

Accruals and deferred income

16,030

45,954

3,912,318

3,355,227

Included within other creditors is an invoice discounting account of £1,541,291 (31 December 2023: £800,110) which is secured on the company's trade debtors.

Allied Irish Banks PLC and AIB Commercial Finance Limited both hold floating charges over the undertaking of the company.

12.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

£

£

Within one year

90,000

90,000

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

5,010

Ordinary

£1

5,010

5,010

14.

RESERVES

Retained

earnings

£

At 1 January 2024

4,173,606

Deficit for the year

(121,620

)

At 31 December 2024

4,051,986

15.	ULTIMATE PARENT COMPANY

P.C.O Holdings Limited (incorporated in Republic of Ireland ) is regarded by the directors as being the company's ultimate parent company.

P.C.O. Holdings Limited is the smallest and largest group of undertakings for which group financial statements are drawn up and of which Strathclyde Pharmaceuticals Limited is a member. The group financial statements are available at the registered office at Unit 10 Ashbourne Business Park, Rath, Ashbourne, Co Meath.