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Registered number: 06035172










MEDCENTRES PLC










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

 
MEDCENTRES PLC
 

COMPANY INFORMATION


Directors
N J Arnold 
D Arnold 
M J Arnold 
D M Chilcott 
J W Arnold 
D N Arnold 




Company secretary
N J Arnold



Registered number
06035172



Registered office
First Floor
Highfield House

Fordingbridge

Hampshire

SP6 1JD




Independent auditors
Fletcher & Partners
Chartered Accountants & Statutory Auditors

Crown Chambers

Bridge Street

Salisbury

Wiltshire

SP1 2LZ













 
MEDCENTRES PLC
 

CONTENTS



Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditors' report
5 - 8
Statement of comprehensive income
9
Statement of financial position
10 - 11
Statement of changes in equity
12
Statement of cash flows
13
Analysis of net debt
14
Notes to the financial statements
15 - 31


 
MEDCENTRES PLC
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025

Introduction
 
The directors present their strategic report for the year ended 31 March 2025.

Business review
 
Medcentres PLC is a trading company whose main activity is property development. It manages all the processes ancillary to developments to ensure projects are managed effectively and coordinates the related work of other group companies; principally the architectural services provided by Primary Secondary Design Limited and the construction services provided by Healthcare and Community Construction Limited. The wider group also contains Medcentres Plus Limited, who is a provider of private healthcare. The group recently completed a construction only project in Winchester and has a number of large current development projects, involving a mix of healthcare facilities and Extra Care housing, that will be completed over the next 2-3 years.
The company also has an interest in a joint venture development in Portugal. The company assists in the marketing and development of luxury villas on one plot, a project that is now coming to an end, and a second project is starting that involves development of villas, houses, apartments, hotels, healthcare facilities, shops and restaurants. The company anticipates significant income from this activity in the future.
The reported value of these Portuguese investments is supported by current land values, the continuing strength of the Algarvian property market, the track record of successful developments and the planning approvals granted on the company’s major site in Meia Praia, Lagos. 
The company generated a profit of £196,431 before taxation (2024: £266,876). The group as a whole was also profitable. Net assets increased from £5,022,294 at the start of the year to £5,197,757 at the year end. This is principally made up of fixed asset investments, money owed by related companies and cash at bank.

The directors have had regard to the considerations set out in s172 Companies Act 2006, being;
(a) the likely consequences of any decision in the long term;
(b) the interests of the company's employees;
(c) the need to foster the company's business relationships with suppliers, customers and others;
(d) the impact of the company's operations on the community and the environment;
(e) the desirability of the company maintaining a reputation for high standards of business conduct; and
(f) the need to act fairly as between members of the company.

Page 1

 
MEDCENTRES PLC
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

Principal risks and uncertainties
 
The company develops and trades in property, the profitability of projects and future value of trading stock may be impacted by changes in the economy, The global economy has become more volatile following Covid-19, wars in Ukraine and Gaza, and geopolitical shifts. This has already adversely affected the cost of construction materials and energy prices. Additionally, the UK economy has been hit by high levels of inflation and, combined with recent employment tax rises, this has significantly increased the costs of labour and impacted on interest rates returning to previous low levels. 
The instability and uncertainty of such external political and economic factors means there is much higher risk in property development generally and further instability could lead to yet more challenging trading conditions
The company also provides financial support to companies in the group and the level of activity and group profitability may be impacted by NHS funding decisions or changes to planning regulations.

Financial key performance indicators
 
Profit after taxation: £172,822 (2024: £229,964).

This report was approved by the board of directors on 30 September 2029 and signed on its behalf by


 .




N J Arnold
Director

Page 2

 
MEDCENTRES PLC
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025

The directors present their report and the financial statements for the year ended 31 March 2025.

Principal activity

Medcentres PLC is a trading company whose main activity is property development.

Directors

The directors who served during the year were:

N J Arnold 
D Arnold 
M J Arnold 
D M Chilcott 
J W Arnold 
D N Arnold 

Results and dividends

The profit for the year, after taxation, amounted to £175,463 (2024 - £229,964).

No dividend has been declared in the year.

Directors' responsibilities statement

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

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


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

Future developments

The company is well positioned to complete its existing development projects, which are expected to further strengthen the financial position of the company and the directors have identified opportunities for future projects.

Page 3

 
MEDCENTRES PLC
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditorsFletcher & Partnerswill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 30 September 2025 and signed on its behalf.
 





N J Arnold
Director

Page 4

 
MEDCENTRES PLC
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MEDCENTRES PLC
 

Opinion


We have audited the financial statements of Medcentres PLC (the 'Company') for the year ended 31 March 2025, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of cash flows, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 March 2025 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


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


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


Other information


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


We have nothing to report in this regard.


Page 5

 
MEDCENTRES PLC
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MEDCENTRES PLC (CONTINUED)


Opinion on other matters prescribed by the Companies Act 2006
 

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


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


Matters on which we are required to report by exception
 

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


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
MEDCENTRES PLC
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MEDCENTRES PLC (CONTINUED)


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 an Auditors' 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:

We ensured that the engagement team collectively had the appropriate competence and capabilities to
recognise non-compliance with applicable laws and regulations;
We identified the laws applicable to the company through discussions with directors and management, and
from our knowledge and experience of the company and the sector; and
We ensured that the laws and regulations which we identified were communicated to the engagement team
and that they remained alert to instances of non- compliance throughout the audit.
We assessed the susceptibility of the company's financial statements to material mis-statement, including
obtaining an understanding of how fraud might occur, by:
- making enquiries of management as to their assessment of the risk of fraud and their knowledge of actual or
alleged fraud; and
- considering the effectiveness of internal controls to mitigate the risks of fraud and non-compliance with laws
and regulations.
We addressed the risk of fraud through management bias and the over-ride of controls by assessing whether
judgments and assumptions made by management were indicative of potential bias and by investigating the
rationale behind significant or unusual transactions. In order to address the risk of irregularities we carried out
procedures which included agreeing the financial statements to underlying documentation and enquiring of
management as to actual and potential litigation and instances of non-compliance.
There are however inherent limitations in these audit procedures. The more removed that laws and regulations
are from financial transactions, the less likely it is that we would be aware of non-compliance. Auditing
standards also limit the procedures required to identify non-compliance to enquiry of management and
inspection of relevant correspondence. Furthermore misstatements due to fraud can be harder to detect that
those that arise from error as they may involve deliberate concealment or collusion.


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


Page 7

 
MEDCENTRES PLC
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MEDCENTRES PLC (CONTINUED)


Use of our report
 

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





James Fletcher FCA (Senior statutory auditor)
  
for and on behalf of
Fletcher & Partners
 
Chartered Accountants
Statutory Auditors
  
Crown Chambers
Bridge Street
Salisbury
Wiltshire
SP1 2LZ

30 September 2025
Page 8

 
MEDCENTRES PLC
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025

2025
2024 
Note
£
£

  

Turnover
 4 
1,637,792
2,252,756

Cost of sales
  
(715,040)
(1,386,509)

Gross profit
  
922,752
866,247

Administrative expenses
  
(725,791)
(647,497)

Operating profit
 5 
196,961
218,750

Income from shares in group undertakings
  
-
48,400

Interest receivable and similar income
 8 
-
520

Interest payable and similar expenses
 9 
(530)
(794)

Profit before tax
  
196,431
266,876

Tax on profit
 10 
(20,968)
(36,912)

Profit for the year
  
175,463
229,964

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 15 to 31 form part of these financial statements.

Page 9

 
MEDCENTRES PLC
REGISTERED NUMBER: 06035172

STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025

2025
2024 as restated
Note
£
£

Fixed assets
  

Tangible assets
 11 
755,843
773,087

Investments
 12 
2,974,510
2,974,510

  
3,730,353
3,747,597

Current assets
  

Stocks
 13 
469,726
994,216

Debtors: amounts falling due after more than one year
 14 
35,000
35,000

Debtors: amounts falling due within one year
 14 
1,679,372
1,328,672

Cash at bank and in hand
 15 
674,543
188,230

  
2,858,641
2,546,118

Creditors: amounts falling due within one year
 16 
(684,991)
(552,534)

Net current assets
  
 
 
2,173,650
 
 
1,993,584

Total assets less current liabilities
  
5,904,003
5,741,181

Creditors: amounts falling due after more than one year
 17 
(6,667)
(16,667)

Provisions for liabilities
  

Deferred tax
 20 
(699,579)
(702,220)

  
 
 
(699,579)
 
 
(702,220)

Net assets
  
5,197,757
5,022,294


Capital and reserves
  

Called up share capital 
 21 
970,002
970,002

Investment property reserve
 22 
2,161,330
2,161,330

Profit and loss account
 22 
2,066,425
1,890,962

  
5,197,757
5,022,294


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 September 2025.




N J Arnold
Director

The notes on pages 15 to 31 form part of these financial statements.
Page 10

 
MEDCENTRES PLC
REGISTERED NUMBER: 06035172

STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 MARCH 2025


Page 11

 
MEDCENTRES PLC
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025


Called up share capital
Revaluation reserve
Profit and loss account
Total equity

£
£
£
£

At 1 April 2023
970,002
2,161,330
1,660,998
4,792,330


Comprehensive income for the year

Profit for the year

-
-
229,964
229,964


Other comprehensive income for the year
-
-
-
-


Total comprehensive income for the year
-
-
229,964
229,964


Total transactions with owners
-
-
-
-


At 1 April 2024
970,002
2,161,330
1,890,962
5,022,294


Comprehensive income for the year

Profit for the year

-
-
175,463
175,463


Other comprehensive income for the year
-
-
-
-


Total comprehensive income for the year
-
-
175,463
175,463


Total transactions with owners
-
-
-
-


At 31 March 2025
970,002
2,161,330
2,066,425
5,197,757


The notes on pages 15 to 31 form part of these financial statements.

Page 12

 
MEDCENTRES PLC
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025

2025
2024
£
£

Cash flows from operating activities

Profit for the financial year
175,463
229,964

Adjustments for:

Depreciation of tangible assets
17,244
18,824

Loss on disposal of tangible assets
-
(14,167)

Interest paid
530
794

Interest received and dividends
-
(48,920)

Taxation charge
20,968
36,912

Decrease/(increase) in stocks
524,490
(504)

(Increase)/decrease in debtors
(350,700)
163,797

Increase/(decrease) in creditors
144,951
(548,993)

Corporation tax (paid)/received
(36,103)
11,524

Net cash generated from operating activities

496,843
(150,769)


Cash flows from investing activities

Purchase of tangible fixed assets
-
(65,990)

Sale of tangible fixed assets
-
14,167

Interest received
-
520

Income from investments in related companies
-
48,400

Net cash from investing activities

-
(2,903)

Cash flows from financing activities

Repayment of loans
(10,000)
(10,000)

Interest paid
(530)
(794)

Net cash used in financing activities
(10,530)
(10,794)

Net increase/(decrease) in cash and cash equivalents
486,313
(164,466)

Cash and cash equivalents at beginning of year
188,230
352,696

Cash and cash equivalents at the end of year
674,543
188,230


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
674,543
188,230

674,543
188,230


The notes on pages 15 to 31 form part of these financial statements.

Page 13

 
MEDCENTRES PLC
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MARCH 2025




At 1 April 2024
Cash flows
At 31 March 2025
£

£

£

Cash at bank and in hand

188,230

486,313

674,543

Debt due after 1 year

(16,667)

10,000

(6,667)

Debt due within 1 year

(110,000)

-

(110,000)


61,563
496,313
557,876

The notes on pages 15 to 31 form part of these financial statements.

Page 14

 
MEDCENTRES PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

1.


General information

Medcentres PLC is a public company limited by shares and incorporated in England. It is not traded on any recognised stock exchanges. It's registered office is 1st Floor, Highfield House, Fordingbridge, Hampshire, SP6 1JD. The accounts are presented in Sterling, which is the functional currency of the company.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

Although a parent company, the group meets the definition of a small group and therefore is not required to prepare group accounts. The investments in its subsidiaries and associates are accounted for on a cost basis but the investment in a jointly controlled unlisted entity is measured at fair value. See note 12.

The following principal accounting policies have been applied:

Page 15

 
MEDCENTRES PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.2

Revenue

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

Sale of goods

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

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.3

Tangible fixed assets

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

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

Page 16

 
MEDCENTRES PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)


2.3
Tangible fixed assets (continued)

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

Depreciation is provided on the following basis:

L/Term Leasehold Property
-
Not depreciated - 999 year lease
Plant & machinery
-
10-20% Straight line
Motor vehicles
-
25% Straight line
Office equipment
-
20% Straight line

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

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.4

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.5

Stocks

Trading stock is stated at the lower of cost and net realisable value. Cost comprises land and associated acquisition costs and direct costs and overheads that have been incurred in bringing the trading stock to their present condition.
Net realisable value is assessed by the directors by estimating selling prices and cost, taking into account current market conditions.

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

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

 
2.6

Debtors

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

Page 17

 
MEDCENTRES PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.7

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

 
2.8

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's Statement of financial position 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The
Page 18

 
MEDCENTRES PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)


2.8
Financial instruments (continued)

impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic 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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are
Page 19

 
MEDCENTRES PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)


2.8
Financial instruments (continued)

discharged or cancelled.

 
2.9

Creditors

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

 
2.10

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.11

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.12

Pensions

Defined contribution pension plan

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

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.13

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.14

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.15

Provisions for liabilities

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

Page 20

 
MEDCENTRES PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.16

Current and deferred taxation

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

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

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

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



3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The most significant judgments made by management in preparing these financial statements relate to the value of stock held at the year end, recoverability of debts owed to the company and valuation of investment property and unlisted investments.
The directors have made key assumptions in the determination of the net realisable value of trading stock and the likelihood of recovering certain debts, where appropriate debtors not considered recoverable have been written off using a bad debt provision. The directors are experienced property developers and have revalued the investment property and unlisted investments based on their assessment of fair value.


4.


Turnover

There are no substantially different classes of turnover for the company.

All turnover arose within the United Kingdom.


5.


Operating profit

The operating profit is stated after charging:

2025
2024
£
£

Other operating lease rentals
49,500
49,500

Page 21

 
MEDCENTRES PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

6.


Employees

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


2025
2024
£
£

Wages and salaries
523,290
375,210

Social security costs
55,809
31,855

Cost of defined contribution scheme
11,009
11,861

590,108
418,926


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


        2025
        2024
            No.
            No.







Administration
10
10


7.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
216,748
225,440

Company contributions to defined contribution pension schemes
4,049
3,311

220,797
228,751


Contributions totalling £4,069 (2024: £3,311) were made to money purchase schemes in respect of two of the directors.


8.


Interest receivable

2025
2024
£
£


Other interest receivable
-
520

-
520

Page 22

 
MEDCENTRES PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

9.


Interest payable and similar expenses

2025
2024
£
£


Other loan interest payable
530
794

530
794


10.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
20,968
37,110

Adjustments in respect of previous periods
-
(198)


20,968
36,912


Total current tax
20,968
36,912

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


Profit on ordinary activities before tax
196,431
266,876


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
49,108
66,719

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
(27,900)
-

Capital allowances for year in excess of depreciation
(240)
(881)

Short-term timing difference leading to an increase (decrease) in taxation
-
1,007

Other timing differences leading to an increase (decrease) in taxation
-
(198)

Non-taxable income
-
(12,100)

Group relief
-
(17,635)

Total tax charge for the year
20,968
36,912


Factors that may affect future tax charges

Page 23

 
MEDCENTRES PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
 
10.Taxation (continued)

There were no factors that may affect future tax charges.


11.


Tangible fixed assets





Long Term Leasehold Property
Plant & machinery
Motor vehicles
Office equipment
Total

£
£
£
£
£



Cost or valuation


At 1 April 2024
722,500
140,947
65,990
43,250
972,687



At 31 March 2025

722,500
140,947
65,990
43,250
972,687



Depreciation


At 1 April 2024
-
140,947
16,497
42,156
199,600


Charge for the year on owned assets
-
-
16,498
746
17,244



At 31 March 2025

-
140,947
32,995
42,902
216,844



Net book value



At 31 March 2025
722,500
-
32,995
348
755,843



At 31 March 2024
722,500
-
49,493
1,094
773,087




The net book value of land and buildings may be further analysed as follows:


2025
2024
£
£

Long leasehold
722,500
722,500

722,500
722,500


The 999 year lease of a property in Salisbury has been valued by the directors, who are Chartered Building Surveyors, as at the year end, on an alternative use basis. Its historic cost was £289,536.

Page 24

 
MEDCENTRES PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

12.


Fixed asset investments





Investments in subsidiary companies
Investments in associates
Unlisted investments
Total

£
£
£
£



Cost or valuation


At 1 April 2024
95,000
254,510
2,625,000
2,974,510



At 31 March 2025
95,000
254,510
2,625,000
2,974,510




The unlisted investment is 18% of the ordinary share capital of New Paradigm LDA, a Portuguese company whose Registered Office is at Marina de Lagos, Núcleo Gil Eanes, Lote 25/29, Lojas 10/11, 8600-620 - Lagos. Its valuation has been made by Directors and is based on Net Asset Value and its share of the gross development value of the development of the land it owns.


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

Primary Secondary Design Limited
Ordinary
100%
Medcentres Plus Limited
Ordinary
100%

The aggregate of the share capital and reserves as at 31 March 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Primary Secondary Design Limited
114,718
26,203

Medcentres Plus Limited
(815,702)
26,268


Associates


The following were associates of the Company:


Name

Principal activity

Class of shares

Holding

Healthcare and Community Construction Limited
Property construction
Ordinary Shares
44%
Medcentres Residential Development Limited
Management company
Ordinary Shares
10%

The Registered Office for all the above subsidiaries and associates is: First Floor, Highfield House, Fordingbridge, Hampshire SP6 1JD. 

Page 25

 
MEDCENTRES PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

13.


Stocks

2025
2024
£
£

Work in progress (goods to be sold)
469,726
994,216

469,726
994,216



14.


Debtors

2025
2024
£
£

Due after more than one year

Other debtors
35,000
35,000

35,000
35,000


2025
2024
£
£

Due within one year

Trade debtors
336,392
175,145

Amounts owed by joint ventures and associated undertakings
987,553
987,553

Other debtors
13,627
13,267

Prepayments and accrued income
41,902
39,886

Amounts recoverable on long-term contracts
299,898
112,821

1,679,372
1,328,672



15.


Cash and cash equivalents

2025
2024
£
£

Cash at bank and in hand
674,543
188,230

674,543
188,230


Page 26

 
MEDCENTRES PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

16.


Creditors: Amounts falling due within one year

2025
2024
£
£

Bank loans
10,000
10,000

Trade creditors
130,130
77,822

Corporation tax
23,609
36,103

Other taxation and social security
72,922
41,847

Other creditors
437,865
326,055

Accruals and deferred income
10,465
60,707

684,991
552,534



17.


Creditors: Amounts falling due after more than one year

2025
2024
£
£

Bank loans
6,667
16,667

6,667
16,667


Page 27

 
MEDCENTRES PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

18.


Loans


Analysis of the maturity of loans is given below:


2025
2024
£
£

Amounts falling due within one year

Bank loans
10,000
10,000


10,000
10,000

Amounts falling due 1-2 years

Bank loans
6,667
10,000


6,667
10,000

Amounts falling due 2-5 years

Bank loans
-
6,667


-
6,667


16,667
26,667


The bank loan is not secured and the interest rate is fixed at 2.5% per annum. Interest was not payable for the first year and thereafter repayable in 50 monthly instalments.

Page 28

 
MEDCENTRES PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

19.


Financial instruments

2025
2024
£
£

Financial assets


Financial assets measured at fair value through profit or loss
3,347,500
3,347,500

Financial assets that are debt instruments measured at amortised cost
1,377,572
1,175,965

Financial assets that are equity instruments measured at cost less impairment
349,510
349,510

5,074,582
4,872,975


Financial liabilities


Financial liabilities measured at amortised cost
(567,995)
(403,877)


Financial assets measured at fair value through profit or loss comprise leasehold property and unlisted investments.


Financial assets measured at amortised cost comprise trade debtors, amounts due to group companies and other debtors.


Financial assets that are equity instruments measured at cost less impairment comprise fixed asset investments in subsidiaries and associate companies.


Financial liabilities measured at amortised cost comprise trade creditors, amounts due from group companies, and other creditors.


20.


Deferred taxation




2025
2024


£

£






At beginning of year
(702,220)
(701,213)


Charged to profit or loss
2,641
(1,007)



At end of year
(699,579)
(702,220)

Page 29

 
MEDCENTRES PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
 
20.Deferred taxation (continued)

The provision for deferred taxation is made up as follows:

2025
2024
£
£


Accelerated capital allowances
20,865
18,224

Leasehold revaluation
(108,241)
(108,241)

Investment revaluation
(612,203)
(612,203)

(699,579)
(702,220)


21.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



970,002 (2024 - 970,002) Ordinary shares of £1.00 each
970,002
970,002



22.


Reserves

Revaluation reserve

The revaluation reserve reflects unrealised gains and losses on the revaluation of long term leasehold property and unlisted investments. Unrealised gains are reflected net of deferred taxation and are undistributable reserves.

Profit & loss account

The profit & loss account reflects the accumulation of realised profits generated by the company and are distributable reserves.


23.


Prior year adjustment

The classification of land owned by the company has been reclassified between amounts recoverable on long-term contracts and stock. This impacts the value of stock as at 31 March 2024 and items previously recognised as ammounts recoverable on long-term contracts. There was no impact on the profit recorded in the year ended 31 March 2024.


24.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £10,409 (2024 - £8,550). Contributions totalling £nil (2024 - £nil) were payable to the fund at the reporting date and are included in creditors.

Page 30

 
MEDCENTRES PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

25.


Commitments under operating leases

At 31 March 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2025
2024
£
£


Not later than 1 year
55,064
55,064

Later than 1 year and not later than 5 years
5,101
10,665

60,165
65,729

Lease payments recognised as an expense in year totalled £55,064.


26.


Related party transactions

The company works closely with other companies in the group and so there are recharges of costs between companies and invoicing for services provided to and by related parties. The principal related party transactions are with Primary Secondary Design Ltd (PSD), who provide architectural services. and Healthcare Community Construction Ltd (HCC), who construct the properties. Medcentres invoices them for project management and work on obtaining planning or other necessary consents. Transactions are under the same terms and conditions as with external companies, other than 30-day settlement.
Medcentres invoiced HCC £477,780 and was charged £64,230 (2024: £1,308,338). At the year-end Medcentres was owed £310,701 but owed HCC £64,230. There were no transactions with PSD in year, other than the recharge of costs incurred on their behalf but £100,000 was owed to them at the year-end.
Medcentres PLC is also owed £987,553 (2024: £987,553) by a joint venture, but owed them £102,000 (2024: £102,000).
See also Note 7 above, as Directors are key management personnel per FRS102, which are treated as related parties. Other Directors are employed by other group companies.


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