Company registration number 11435398 (England and Wales)
C.S.T. PHARMA GROUP HOLDINGS LIMITED
CONSOLIDATED ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025
C.S.T. PHARMA GROUP HOLDINGS LIMITED
COMPANY INFORMATION
DIRECTORS
J D Yates
I Pritchard
C Poynter
C R Falzon
COMPANY NUMBER
11435398
REGISTERED OFFICE
Unit 5 - 7 Tintagel Way
Aldridge
Walsall
WS9 8ER
AUDITOR
JW Hinks LLP
Chartered Accountants
19 Highfield Road
Edgbaston
Birmingham
B15 3BH
C.S.T. PHARMA GROUP HOLDINGS LIMITED
CONTENTS
PAGE
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
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
Notes to the financial statements
16 - 34
C.S.T. PHARMA GROUP HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2025
- 1 -

The directors present the strategic report for the year ended 30 April 2025.

PRINCIPAL ACTIVITIES

The principal activity of the company and group continued to be that of the wholesale of pharmaceutical goods to customers operating in the pharmaceutical and healthcare sectors.

REVIEW OF THE BUSINESS

Gross margin was broadly unchanged at 12.2% but increased by £2.4m. This is due to including a full year of Acre Aesthetics Limited as a subsidiary and growth in C.S.T Pharma Limited. Profit before tax increased by £147k.

Overall, the directors are satisfied with the results given the global geopolitical situation, challenging economic environment and previous purchasing issues but expect to return to previous profit levels in the forthcoming year.

PRINCIPAL RISKS AND UNCERTAINTIES

The key business risks affecting the group at present are:

Exchange rate variances

One of the main risks facing the group is exchange rate fluctuation. The group is mitigating the risk through exposures being constantly reviewed by management.

Competitive risks

The group is reliant on certain customers for contracts which are subject to periodic review. Renewal of these contracts is uncertain and based on financial and performance criteria.

Legislative risks

In order to operate in its chosen market, the group must comply with various legislations and laws.

Compliance imposes costs and failure to comply with the standards could materially affect the group's ability to operate.

Interest rates

During the year, and since the year end, interest rates have increased from historic lows, and could increase further. The group is aware of the risk and has factored in potential rises into all forecasts for the coming year.

FUTURE DEVELOPMENTS

Improved performance in C.S.T. Pharma Limited has benefitted the business in Q1 30 April 2026 with Acre Aesthetics Limited growing stronger due to major contract wins. Trading is broadly in line with budget and is significantly ahead of the prior year.

However, we remain aware that all plans and projections are subject to unforeseen national and international events outside of our control but we are confident that we have the management team in place with the expertise to adapt to the prevailing conditions.

KEY PERFORMANCE INDICATORS

The directors monitor the progress of the group and the implementation of its strategy by reference to key performance indicators. The indicators employed include EBITDA, gross profit and net profit. The directors are satisfied with the trading results to 30 April 202 5. Despite the competitive nature of the business, the group achieved an EBITDA before exceptional items of £5,357 k (202 4: £4,339 k), a gross profit of 12.2% (202 4: 12.2%), and a net profit of 1.64% (202 4: 1.98%).

C.S.T. PHARMA GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
- 2 -

PROMOTING SUCCESS OF THE GROUP

Each director of the group has taken steps to act in a way they consider, in good faith, would be most likely to promote the success of the group for the benefit of members as a whole, and in doing so we have regard (amongst other matters) to the below factors:

a. The likely consequences of any decision in the long term. The board has made principal decisions impacting the future of the group in line with the long term strategic objectives of the group. Headcount has stabilised following previous rationalisation.

b. The interests of employees. The group continues to trade with the appropriate level of staff and overhead which safeguards the employment of our staff in the long term. Employee engagement is achieved using regular meetings and feedback undertaken by the HR department.

c. The need to foster the group's business relationships with suppliers, customers and others. Strategic relationships with key suppliers and customers have been built up over many years of trading. Communication with regard to trading during the year has been very positive and mutually beneficial, with an increased level of face to face contact.

d. The impact of the group on the community and the environment. We continue to be an employer of choice providing jobs in our local community and pharmaceutical products for the nation. Our commitment to the environment is demonstrated by the move towards an all-electric fleet and the installation of solar panels fitted in October 2023.

e. The desirability of the group maintaining a reputation for high standards of business conduct. The strengthening of the board and increased resource in the quality department demonstrates our commitment to all of our stakeholders including staff, regulatory bodies, customers, suppliers and bankers.

f. The need to act fairly between members of the group.

On behalf of the board

I Pritchard
DIRECTOR
1 December 2025
C.S.T. PHARMA GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2025
- 3 -

The directors present their annual report and financial statements for the year ended 30 April 2025.

RESULTS AND DIVIDENDS

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

Ordinary dividends were paid amounting to £261,836. 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:

J D Yates
I Pritchard
C Poynter
C R Falzon
AUDITOR

In accordance with the company's articles, a resolution proposing that JW Hinks LLP be reappointed as auditor of the group will be put at a General Meeting.

ENERGY AND CARBON REPORT

We fulfil the statutory requirements for Streamlined Energy and Carbon Reporting which includes disclosure of the group's carbon emissions. Under the Companies Act 2006 / SECR Regulations, 'Large' companies' are required to report their annual emissions in their Directors' Report.

C.S.T. Pharma Group Holdings Limited Group Streamlined Energy and Carbon Reporting statement covers the reporting period 1 May 2024 - 30 April 2025 and has been prepared in line with the requirements of the Streamlined Energy and Carbon Reporting regulations and the relevant areas of the Greenhouse Gas ('GHG') Protocol Corporate Accounting and Reporting Standard.

2025
2024
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
- Electricity purchased
283,550
272,193
283,550
272,193
2025
2024
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
-
-
- Fuel consumed for owned transport
6.00
6.00
6.00
6.00
Scope 2 - indirect emissions
- Electricity purchased
284.00
272.00
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the group
-
-
Total gross emissions
290.00
278.00
Intensity ratio
Tonnes CO2e per employee
1.77
1.9
C.S.T. PHARMA GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
- 4 -
Quantification and reporting methodology

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reportin g.

Invoices and estimates have been used to calculate the infomation above.

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per staff member, the recommended ratio for the sector.

Measures taken to improve energy efficiency

The group is continually monitoring the impact of its trading activity upon the environment and wherever possible will lower its overall emissions by the introduction of electric vehicles, LED lighting and more efficient equipment. In October 2023 solar panels were installed at the main warehouse site which will significantly reduce future carbon emissions.

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.

On behalf of the board
I Pritchard
DIRECTOR
1 December 2025
C.S.T. PHARMA GROUP HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 APRIL 2025
- 5 -

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:

- select suitable accounting policies and then apply them consistently;

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

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

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

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.

C.S.T. PHARMA GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF C.S.T. PHARMA GROUP HOLDINGS LIMITED
- 6 -
OPINION

We have audited the financial statements of C.S.T. Pharma Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 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 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:

- give a true and fair view of the state of the group's and the parent company's affairs as at 30 April 2025 and of the group's profit for the year then ended;

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

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

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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:

- T he information given in the strategic report and the directors' r eport 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.

C.S.T. PHARMA GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF C.S.T. PHARMA GROUP HOLDINGS 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 identifie d material misstatements in the strategic report or the directors' r eport.

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

RESPONSIBILITIES OF DIRECTORS

As explained more fully in the directors' r esponsibilities s tatement, 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.

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

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 identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements and discussed the policies and procedures regarding compliance.

Specific areas considered were as follows:

- Enquiring with management and others to gain an understanding of the organisation itself including operations, financial reporting and known fraud or error.

- Evaluating and understanding the internal control system.

- Performing analytical procedures as expected or unexpected variances in account balances or classes of transactions appear.

- Testing documentation supporting account balances or classes of transactions.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected all irregularities including those leading to material misstatements in the financial statements or non-compliance with regulation, even though we have properly planned and performed our audit in accordance with auditing standards.

This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities 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.

C.S.T. PHARMA GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF C.S.T. PHARMA GROUP HOLDINGS LIMITED
- 8 -
USE OF OUR REPORT

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

JAMES CRUSE FCA, FCCA, BSC (ECON) HONS
SENIOR STATUTORY AUDITOR
FOR AND ON BEHALF OF JW HINKS LLP
CHARTERED ACCOUNTANTS
STATUTORY AUDITOR
19 Highfield Road
Edgbaston
Birmingham
B15 3BH
1 December 2025
C.S.T. PHARMA GROUP HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 APRIL 2025
- 9 -
2025
2024
Notes
£
£
TURNOVER
3
123,500,249
102,941,810
Cost of sales
(108,463,151)
(90,334,814)
GROSS PROFIT
15,037,098
12,606,996
Administrative expenses
(11,159,825)
(9,153,760)
Other operating income
9,936
-
0
OPERATING PROFIT
4
3,887,209
3,453,236
Share of profits of associates
162,363
104,659
Interest payable and similar expenses
8
(1,354,940)
(1,010,155)
PROFIT BEFORE TAXATION
2,694,632
2,547,740
Tax on profit
9
(673,663)
(513,546)
PROFIT FOR THE FINANCIAL YEAR
2,020,969
2,034,194
Profit for the financial year is attributable to:
- Owners of the parent company
1,872,430
1,977,156
- Non-controlling interests
148,539
57,038
2,020,969
2,034,194
C.S.T. PHARMA GROUP HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2025
- 10 -
2025
2024
£
£
PROFIT FOR THE YEAR
2,020,969
2,034,194
OTHER COMPREHENSIVE INCOME
-
-
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
2,020,969
2,034,194
Total comprehensive income for the year is attributable to:
- Owners of the parent company
1,872,430
1,977,156
- Non-controlling interests
148,539
57,038
2,020,969
2,034,194
C.S.T. PHARMA GROUP HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
30 APRIL 2025
30 April 2025
- 11 -
2025
2024
Notes
£
£
£
£
FIXED ASSETS
Goodwill
11
1,567,038
1,243,414
Other intangible assets
11
908,903
603,042
Total intangible assets
2,475,941
1,846,456
Tangible assets
12
2,837,010
2,451,143
Investments
13
827,300
389,839
6,140,251
4,687,438
CURRENT ASSETS
Stocks
16
18,869,537
16,311,630
Debtors
17
20,119,573
14,195,573
Cash at bank and in hand
510,492
796,877
39,499,602
31,304,080
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
18
(30,544,345)
(22,564,717)
NET CURRENT ASSETS
8,955,257
8,739,363
TOTAL ASSETS LESS CURRENT LIABILITIES
15,095,508
13,426,801
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
19
(393,714)
(333,820)
NET ASSETS
14,701,794
13,092,981
CAPITAL AND RESERVES
Called up share capital
23
200
200
Profit and loss reserves
14,655,054
13,046,565
EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT COMPANY
14,655,254
13,046,765
NON-CONTROLLING INTERESTS
46,540
46,216
TOTAL EQUITY
14,701,794
13,092,981
The financial statements were approved by the board of directors and authorised for issue on 1 December 2025 and are signed on its behalf by:
01 December 2025
I Pritchard
DIRECTOR
Company registration number 11435398 (England and Wales)
C.S.T. PHARMA GROUP HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 30 APRIL 2025
30 April 2025
- 12 -
2025
2024
Notes
£
£
£
£
FIXED ASSETS
Investments
13
8,806,980
5,028,625
CURRENT ASSETS
Debtors
17
-
0
192,584
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
18
(5,625,829)
(2,011,196)
NET CURRENT LIABILITIES
(5,625,829)
(1,818,612)
NET ASSETS
3,181,151
3,210,013
CAPITAL AND RESERVES
Called up share capital
23
200
200
Profit and loss reserves
3,180,951
3,209,813
TOTAL EQUITY
3,181,151
3,210,013

As permitted by section 408 of the Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £474,353 (2024 - £911,544 profit).

The financial statements were approved by the board of directors and authorised for issue on 1 December 2025 and are signed on its behalf by:
01 December 2025
I Pritchard
DIRECTOR
Company registration number 11435398 (England and Wales)
C.S.T. PHARMA GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2025
- 13 -
Share capital
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
BALANCE AT 1 MAY 2023
200
11,907,639
11,907,839
-
11,907,839
YEAR ENDED 30 APRIL 2024:
Profit and total comprehensive income
-
1,977,156
1,977,156
57,038
2,034,194
Dividends
10
-
(838,230)
(838,230)
-
(838,230)
Other movements
-
-
-
(10,822)
(10,822)
BALANCE AT 30 APRIL 2024
200
13,046,565
13,046,765
46,216
13,092,981
YEAR ENDED 30 APRIL 2025:
Profit and total comprehensive income
-
1,872,430
1,872,430
148,539
2,020,969
Dividends
10
-
(263,941)
(263,941)
(150,000)
(413,941)
Other movements
-
-
-
1,785
1,785
BALANCE AT 30 APRIL 2025
200
14,655,054
14,655,254
46,540
14,701,794
C.S.T. PHARMA GROUP HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2025
- 14 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
BALANCE AT 1 MAY 2023
200
3,136,499
3,136,699
YEAR ENDED 30 APRIL 2024:
Profit and total comprehensive income for the year
-
911,544
911,544
Dividends
10
-
(838,230)
(838,230)
BALANCE AT 30 APRIL 2024
200
3,209,813
3,210,013
YEAR ENDED 30 APRIL 2025:
Profit and total comprehensive income
-
474,353
474,353
Dividends
10
-
(261,836)
(261,836)
Other movements
-
(241,379)
(241,379)
BALANCE AT 30 APRIL 2025
200
3,180,951
3,181,151
C.S.T. PHARMA GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2025
- 15 -
2025
2024
Notes
£
£
£
£
CASH FLOWS FROM OPERATING ACTIVITIES
Cash generated from operations
29
266,807
4,596,039
Interest paid
(1,354,940)
(1,010,155)
Income taxes paid
(552,685)
(398,260)
Net cash (outflow)/inflow from operating activities
(1,640,818)
3,187,624
INVESTING ACTIVITIES
Purchase of intangible assets
(1,058,925)
(277,834)
Purchase of tangible fixed assets
(786,001)
(526,268)
Proceeds from disposal of tangible fixed assets
96,338
9,200
Purchase of subsidiaries, net of cash acquired
(2,587,099)
(898,641)
Purchase of associates
(262,461)
-
Net cash used in investing activities
(4,598,148)
(1,693,543)
FINANCING ACTIVITIES
Increase in other borrowings
6,586,180
65,683
Repayment of bank loans
(19,311)
(27,035)
Payment of finance leases obligations
(200,347)
(124,888)
Dividends paid to equity shareholders
(263,941)
(838,230)
Dividends paid to non-controlling interests
(150,000)
-
0
Net cash generated from/(used in) financing activities
5,952,581
(924,470)
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS
(286,385)
569,611
Cash and cash equivalents at beginning of year
796,877
227,266
CASH AND CASH EQUIVALENTS AT END OF YEAR
510,492
796,877
C.S.T. PHARMA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025
- 16 -
1
ACCOUNTING POLICIES
COMPANY INFORMATION

C.S.T. Pharma Group Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Unit 5-7, Tintagel Way, Aldridge, Walsall, WS9 8ER.

The group consists of C.S.T. Pharma Group Holdings 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 a mounts 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 company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

1.2
BUSINESS COMBINATIONS

In the parent company financial statements, t he 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. I nvestments 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.

C.S.T. PHARMA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
1
ACCOUNTING POLICIES
(Continued)
- 17 -
1.3
BASIS OF CONSOLIDATION

The consolidated group financial statements consist of the financial statements of the parent company C.S.T. Pharma Group Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in associates.

All financial statements are made up to 30 April 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 g roup.

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.

Investments in 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 associates include acquired goodwill.

If the group’s share of losses in an associate equals or exceeds its investment in the 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 associates are eliminated to the extent of the group’s interest in the entity.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the Group holds a long-term interest and where the Group 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. The results of associates are accounted for using the equity method of accounting. As such, goodwill is included in interest in associates along with the corresponding goodwill amortisation. Goodwill amortisation in the consolidated profit and loss account is netted off the Share of operating profit in associates.

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.

1.5
TURNOVER

Turnover is recognised at the fair value of the consideration received or receivable for goods and provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

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.

C.S.T. PHARMA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
1
ACCOUNTING POLICIES
(Continued)
- 18 -
1.6
INTANGIBLE FIXED ASSETS - GOODWILL

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

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:

Patents & licences
20% on cost
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.

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:

Leasehold land and buildings
20% on cost
Plant and equipment
25% on cost
Fixtures and fittings
33.33% on cost
Computers
33.33% on cost
Motor vehicles
25% on cost

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 in vest ments 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.

I n the parent company financial statements, investments in subsidiaries and associates 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.

C.S.T. PHARMA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
1
ACCOUNTING POLICIES
(Continued)
- 19 -

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 g roup’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 c ompany financial statements, investments in associates are accounted for at cost less impairment.

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.

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.

Finished goods and goods for resale are measured at cost on a first in, first out basis.

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.

C.S.T. PHARMA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
1
ACCOUNTING POLICIES
(Continued)
- 20 -
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 m ethod 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.

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.

C.S.T. PHARMA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
1
ACCOUNTING POLICIES
(Continued)
- 21 -
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 paymen ts 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.

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.

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.

C.S.T. PHARMA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
1
ACCOUNTING POLICIES
(Continued)
- 22 -
1.18
LEASES

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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 lease d 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.

Foreign subsidiary transactions in currencies other than pounds sterling are translated at the yearly average rate of exchange for transactions recorded in the profit and loss. Transactions recorded in the statement of financial position are translated at the rates prevailing on the reporting end date. Reserves balances at the reporting start date are translated at the rates prevailing on the reporting start date. Gains and losses arising on translation of foreign subsidiary transactions in the period are included in other comprehensive income.

1.20
INVOICE FINANCE

The group's debts are subject to invoice finance with the group retaining the benefits and the risks of the debts. Separate presentation has been included with the debts disclosed in current assets and the liability to the finance company shown within bank overdrafts.

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.

The directors believe that there are no significant judgements or key sources of estimation.

C.S.T. PHARMA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
- 23 -
3
TURNOVER
2025
2024
£
£
TURNOVER ANALYSED BY GEOGRAPHICAL MARKET
Sale of pharmaceutical goods in UK
123,500,249
102,941,810
4
OPERATING PROFIT
2025
2024
£
£
Operating profit for the year is stated after charging/(crediting):
Depreciation of owned tangible fixed assets
445,465
395,673
Depreciation of tangible fixed assets held under finance leases
124,824
69,585
Profit on disposal of tangible fixed assets
(23,085)
(9,195)
Amortisation of intangible assets
429,440
347,944
Operating lease charges
209,462
211,126
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 group and company
14,450
14,000
Audit of the financial statements of the company's subsidiaries
26,800
26,000
41,250
40,000
FOR OTHER SERVICES
Taxation compliance services
825
800
All other non-audit services
9,300
9,000
10,125
9,800
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
Warehouse
68
69
-
-
Administration
45
45
-
-
Management
13
13
4
4
Total
126
127
4
4
C.S.T. PHARMA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
6
EMPLOYEES
(Continued)
- 24 -

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
6,005,632
4,775,975
-
0
-
0
Social security costs
548,105
491,125
-
-
Pension costs
98,962
98,603
-
0
-
0
6,652,699
5,365,703
-
0
-
0
7
DIRECTORS' REMUNERATION
2025
2024
£
£
Remuneration for qualifying services
209,164
218,874
Company pension contributions to defined contribution schemes
5,120
15,120
214,284
233,994

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2024 - 4).

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
101,444
133,149
Company pension contributions to defined contribution schemes
3,727
3,727
8
INTEREST PAYABLE AND SIMILAR EXPENSES
2025
2024
£
£
INTEREST ON FINANCIAL LIABILITIES MEASURED AT AMORTISED COST:
Interest on bank overdrafts and loans
177,447
53,120
Interest on invoice finance arrangements
1,095,263
918,280
Other interest on financial liabilities
73,441
8,418
1,346,151
979,818
OTHER FINANCE COSTS:
Interest on finance leases and hire purchase contracts
8,789
30,337
Total finance costs
1,354,940
1,010,155
C.S.T. PHARMA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
- 25 -
9
TAXATION
2025
2024
£
£
CURRENT TAX
UK corporation tax on profits for the current period
654,800
524,204
Adjustments in respect of prior periods
18,863
(10,658)
Total current tax
673,663
513,546

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

2025
2024
£
£
Profit before taxation
2,694,632
2,547,740
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
673,658
636,935
Tax effect of expenses that are not deductible in determining taxable profit
346
3,200
Tax effect of income not taxable in determining taxable profit
(40,591)
(64,605)
Unutilised tax losses carried forward
955
-
0
Permanent capital allowances in excess of depreciation
(98,418)
(85,794)
Amortisation on assets not qualifying for tax allowances
53,433
34,468
Other permanent differences
63,287
-
0
Under/(over) provided in prior years
20,993
(10,658)
Taxation charge
673,663
513,546
10
DIVIDENDS
2025
2024
Recognised as distributions to equity holders:
£
£
Interim paid
261,836
838,230
C.S.T. PHARMA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
- 26 -
11
INTANGIBLE FIXED ASSETS
GROUP
Goodwill
Patents & licences
Total
£
£
£
COST
At 1 May 2024
1,680,545
1,332,420
3,012,965
Additions
537,356
521,569
1,058,925
At 30 April 2025
2,217,901
1,853,989
4,071,890
AMORTISATION AND IMPAIRMENT
At 1 May 2024
437,131
729,378
1,166,509
Amortisation charged for the year
213,732
215,708
429,440
At 30 April 2025
650,863
945,086
1,595,949
CARRYING AMOUNT
At 30 April 2025
1,567,038
908,903
2,475,941
At 30 April 2024
1,243,414
603,042
1,846,456
The company had no intangible fixed assets at 30 April 2025 or 30 April 2024.
C.S.T. PHARMA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
- 27 -
12
TANGIBLE FIXED ASSETS
GROUP
Leasehold land and buildings
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
COST
At 1 May 2024
1,099,314
1,364,703
421,183
933,772
843,323
4,662,295
Additions
178,495
34,462
180,050
278,722
392,871
1,064,600
Disposals
-
0
-
0
-
0
-
0
(110,580)
(110,580)
Exchange adjustments
(38,230)
-
0
-
0
-
0
-
0
(38,230)
At 30 April 2025
1,239,579
1,399,165
601,233
1,212,494
1,125,614
5,578,085
DEPRECIATION AND IMPAIRMENT
At 1 May 2024
429,118
987,666
167,735
408,382
218,251
2,211,152
Depreciation charged in the year
126,542
132,543
89,821
76,345
145,038
570,289
Eliminated in respect of disposals
-
0
-
0
-
0
-
0
(37,327)
(37,327)
Exchange adjustments
-
0
(3,039)
-
0
-
0
-
0
(3,039)
At 30 April 2025
555,660
1,117,170
257,556
484,727
325,962
2,741,075
CARRYING AMOUNT
At 30 April 2025
683,919
281,995
343,677
727,767
799,652
2,837,010
At 30 April 2024
670,196
377,037
253,448
525,390
625,072
2,451,143
The company had no tangible fixed assets at 30 April 2025 or 30 April 2024.

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2025
2024
2025
2024
£
£
£
£
Motor vehicles
657,655
547,516
-
0
-
0
13
FIXED ASSET INVESTMENTS
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
7,872,454
4,825,791
Investments in associates
15
827,300
389,839
934,526
202,834
827,300
389,839
8,806,980
5,028,625
C.S.T. PHARMA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
13
FIXED ASSET INVESTMENTS
(Continued)
- 28 -
MOVEMENTS IN FIXED ASSET INVESTMENTS
GROUP
Shares in associates
£
COST OR VALUATION
At 1 May 2024
389,839
Additions
437,461
At 30 April 2025
827,300
CARRYING AMOUNT
At 30 April 2025
827,300
At 30 April 2024
389,839
MOVEMENTS IN FIXED ASSET INVESTMENTS
COMPANY
Shares in subsidiaries and associates
£
COST OR VALUATION
At 1 May 2024
5,028,625
Additions
3,778,355
At 30 April 2025
8,806,980
CARRYING AMOUNT
At 30 April 2025
8,806,980
At 30 April 2024
5,028,625
14
SUBSIDIARIES

Details of the company's subsidiaries at 30 April 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
MPT Pharma Limited
1
Ordinary
100.00
-
C.S.T. Pharma Limited
1
Ordinary
100.00
-
Acer Pharma Limited
1
Ordinary
100.00
-
Prescriptify Limited
1
Ordinary
0
80.00
Saima Global Farma SL
2
Ordinary
100.00
-
Curagenix Life Sciences Limited
1
Ordinary
80.00
-
Acre Aesthetics Limited
1
Ordinary
60.00
-
UTH Aesthetics Limited
1
Ordinary
60.00
-
Border Medical Limited
1
Ordinary
70.00
-
C.S.T. PHARMA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
14
SUBSIDIARIES
(Continued)
- 29 -

Registered office addresses:

1 Unit 5-7 Tintagel Way, Westgate Park Industrial Estate, Aldridge, Walsall, WS9 8ER

2 Carrer de Ginestar, 7 Polig. Ind, 17007 Domeny, Girona, Spain

15
ASSOCIATES

Details of associates at 30 April 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
ArthroUS Limited
1
Ordinary
50
-
Hamilton LLC
2
Ordinary
0
50
DMG Wholesale Limited
1
Ordinary
50
-
Synertech Ltd
1
Ordinary
25
-
Acre Medical Limited
1
Ordinary
50
-
Wicklow Enterprises LLC
2
Ordinary
0
50

Investments in associates are accounted for in accordance with the equity method.

Registered office addresses:

1 Unit 5-7 Tintagel Way, Westgate Park Industrial Estate, Aldridge, Walsall, WS9 8ER

2 2650 Holcomb Bridge Road, Suite 640, Alpharetta, 30022, GA, United States.

16
STOCKS
Group
Company
2025
2024
2025
2024
£
£
£
£
Finished goods and goods for resale
18,869,537
16,311,630
-
0
-
0
17
DEBTORS
Group
Company
2025
2024
2025
2024
AMOUNTS FALLING DUE WITHIN ONE YEAR:
£
£
£
£
Trade debtors
18,827,979
11,656,794
-
0
-
0
Amounts owed by group undertakings
-
-
-
39,185
Amounts owed by undertakings in which the company has a participating interest
298,937
-
-
152,399
Other debtors
356,131
2,062,094
-
0
1,000
Prepayments and accrued income
636,526
476,685
-
0
-
0
20,119,573
14,195,573
-
192,584
C.S.T. PHARMA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
- 30 -
18
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans
20
126,046
145,357
-
0
-
0
Obligations under finance leases
21
188,245
169,887
-
0
-
0
Other borrowings
20
19,798,143
13,211,963
-
0
-
0
Trade creditors
6,333,585
4,361,044
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
5,565,826
1,599,810
Amounts owed to undertakings in which the group has a participating interest
61,689
-
0
125
216,585
Corporation tax payable
503,096
382,118
-
0
-
0
Other taxation and social security
1,900,002
1,280,358
-
-
Other creditors
1,301,982
2,566,855
-
0
-
0
Accruals and deferred income
331,557
447,135
59,878
194,801
30,544,345
22,564,717
5,625,829
2,011,196
19
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Obligations under finance leases
21
393,714
333,820
-
0
-
0
20
LOANS AND OVERDRAFTS
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank loans
126,046
145,357
-
0
-
0
Other borrowings
19,798,143
13,211,963
-
0
-
0
19,924,189
13,357,320
-
-
Payable within one year
19,924,189
13,357,320
-
0
-
0

The following secured debts are included within creditors (short term and long term):

- Stock finance: £8,857,407 (202 4: £7,765,551)

- Invoice finance: £10,940,736 (202 4: £5,446,411)

- Hire purchase contracts: £581,959 (202 4: £503,707)

The stock finance and invoice finance indebtedness are secured by fixed and floating charges over the assets of the company. The hire purchase debts and bank loan are secured over the asset to which they relate.

C.S.T. PHARMA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
- 31 -
21
FINANCE LEASE OBLIGATIONS
Group
Company
2025
2024
2025
2024
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
188,244
169,887
-
0
-
0
In two to five years
393,715
333,820
-
0
-
0
581,959
503,707
-
-

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

22
RETIREMENT BENEFIT SCHEMES
2025
2024
DEFINED CONTRIBUTION SCHEMES
£
£
Charge to profit or loss in respect of defined contribution schemes
98,962
98,603

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 Ordinary of £1 each
191
191
191
191
B Ordinary of £1 each
2
2
2
2
C Ordinary of £1 each
3
3
3
3
D Ordinary of £1 each
4
4
4
4
200
200
200
200

All classes of share carry identical rights save for the ability to declare different dividends on each class of share.

24
FINANCIAL COMMITMENTS, GUARANTEES AND CONTINGENT LIABILITIES

HSBC UK hold a Composite Company Unlimited Multilateral Guarantee dated 30 July 2021 given by C.S.T. Pharma Limited, Acer Pharma Limited, Acre Pharma Limited, Acre Aesthetics Limited, C.S.T. Pharma Group Holdings Limited, DMG Wholesale Limited, MPT Pharma Limited, Synertech Limited and UTH Aesthetics Limited. There is a Debenture including a Fixed Charge over all present freehold and leasehold property; First Fixed Charge over book and other debts, chattels, goodwill and uncalled capital, both present and future; and First Floating Charge over all assets and undertaking both present and future dated 30 July 2021.

C.S.T. PHARMA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
- 32 -
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
210,543
215,677
-
-
Between two and five years
762,700
785,473
-
-
In over five years
203,418
391,188
-
-
1,176,661
1,392,338
-
-
26
RELATED PARTY TRANSACTIONS
TRANSACTIONS WITH RELATED PARTIES

During the year the group entered into the following transactions with related parties:

Sales
Sales
Purchases
Purchases
2025
2024
2025
2024
£
£
£
£
GROUP
Entities with control, joint control or significant influence over the group
157,163
300,097
33,906
223,805
Recharges
Dividends received
2025
2024
2025
2024
£
£
£
£
GROUP
Other related parties
33,906
577,545
-
400,239

Remuneration paid to close family members of directors totalled £84,850 (2024: £81,577).

Transactions between related parties are made at normal market rates. Outstanding balances are interest free, repayable on demand and unsecured.

At 30 April 2025 the group owed £115,926 (2024: £98,760) to directors of the group. Interest payable to directors was £59,878.

The following amounts were outstanding at the reporting end date:

AMOUNTS DUE TO RELATED PARTIES
2025
2024
£
£
GROUP
Amounts due to related parties
79,579
2,403,495
C.S.T. PHARMA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
26
RELATED PARTY TRANSACTIONS
(Continued)
- 33 -

The following amounts were outstanding at the reporting end date:

AMOUNTS DUE FROM RELATED PARTIES
2025
2024
Balance
Balance
£
£
GROUP
Amounts due from related parties
298,487
685,739
27
DIRECTORS' TRANSACTIONS

Dividends totalling £261,836 (2024 - £838,230) were paid in the year in respect of shares held by the company's directors.

28
CONTROLLING PARTY

The ultimate controlling party is J D Yates.

29
CASH GENERATED FROM GROUP OPERATIONS
2025
2024
£
£
Profit after taxation
2,020,969
2,034,194
ADJUSTMENTS FOR:
Share of results of associates and joint ventures
(162,363)
125,216
Taxation charged
673,663
513,546
Finance costs
1,354,940
1,010,155
Exchange differences on fixed assets
35,191
-
0
Minority interest adjustment
1,785
-
Gain on disposal of tangible fixed assets
(23,085)
(9,195)
Amortisation and impairment of intangible assets
429,440
347,944
Depreciation and impairment of tangible fixed assets
570,289
465,258
MOVEMENTS IN WORKING CAPITAL:
Increase in stocks
(2,557,907)
(126,312)
(Increase)/decrease in debtors
(3,777,616)
287,665
Increase/(decrease) in creditors
1,701,501
(52,432)
CASH GENERATED FROM OPERATIONS
266,807
4,596,039
C.S.T. PHARMA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
- 34 -
30
CASH GENERATED FROM OPERATIONS - COMPANY
2025
2024
£
£
Profit for the year after tax
474,353
911,544
ADJUSTMENTS FOR:
Finance costs
57,378
8,418
Investment income
(531,731)
(919,962)
MOVEMENTS IN WORKING CAPITAL:
Decrease/(increase) in debtors
192,584
(142,251)
Increase in creditors
3,614,633
949,093
CASH GENERATED FROM OPERATIONS
3,807,217
806,842
31
ANALYSIS OF CHANGES IN NET DEBT - GROUP
1 May 2024
Cash flows
New finance leases
30 April 2025
£
£
£
£
Cash at bank and in hand
796,877
(286,385)
-
510,492
Borrowings excluding overdrafts
(13,357,320)
(6,566,869)
-
(19,924,189)
Obligations under finance leases
(503,707)
200,347
(278,599)
(581,959)
(13,064,150)
(6,652,907)
(278,599)
(19,995,656)
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