The directors present the strategic report for the period ended 31 March 2025.

There was a profit for the year after taxation amounting to £689,817 (2024: £308,293).

D. Shannon Stewart was acquired by M&D Green Group Limited during the year as part of the broader acquisition of Gordons Chemist Holdings (Scotland) Limited. The expertise and experience of the management team are expected to contribute significant operational and strategic value to the business, supporting the Group’s continued growth and expansion.

The prior period was the 12 months to 30 April 2024 whilst the current period is for the 11 months to 31 March 2025, to align the company's year end with that of the M&D Green Group. Sales for the period grew (pro-rata) to £15.5m with a 33% gross profit margin and a profit before tax of £0.9m. The directors are satisfied with another strong financial year.

The Board is confident that the company's performance and profitability will be strong in the 2025/26 financial year and the directors continue to drive the performance of all of the pharmacies with performance expected to benefit from the company now being part of the M&D Green Group.

We believe that the company can meet the key business risks of competition, both local and national, and also of employee retention.

The principal uncertainty of the business relates to the level of funding going forward as a result of the Government's spending reviews and any subsequent decision to reduce NHS funding. This could impact the performance of the company in forthcoming years. In addition to this, like most businesses, high inflation, an increase to employers' national insurance and the uncertain economic enviroment pose a risk.

The board considers the key financial performance indicator of the company to be the profitability of each pharmacy under management and assesses this on a monthly basis.

The directors are aware of the requirements under Section 172 of the Companies Act 2006 to act in good faith to promote the success of the company for the benefit of its members as a whole and in doing so have regard (amongst other matters) to:

(a) the likely consequences of any decision in the long term;

The directors have a long-term strategy to continue to grow the company through continued investment in existing pharmacies as well as look at opportunities to expand further through the acquisition of additional pharmacies as the directors looks to strengthen the company's position in the market-place.

(b) the interests of the company's employees;

The company values its employees and ensures that pay and conditions are competitive. The company's long-term strategy to continue to invest in existing pharmacies will ensure that the company has a sustainable future for its employees. The company communicates significant matters to its employees and welcomes feedback from employees.

(c) the need to foster the company's business relationships with suppliers, customers and others;

The company maintains good relationships with its suppliers and ensure that all payments are made within the agreed credit terms. The company has built strong sustainable relationships with its key suppliers.

Customer satisfaction and retention is key to the company's success and our focus has and will continue to be to look at ways to improve the customer experience through continued investment in our pharmacies and services for the benefit of customers.

(d) the impact of the company's operations on the community and the environment;

The company recognises its responsibility in respect of the environment and looks to minimise its carbon footprint by making the company as energy efficient as possible.

Our pharmacies play an important part of their local communities providing an essential service.

(e) the desirability of the company maintaining a reputation for high standards of business conduct; and

The directors and senior management team are focussed on ensuring the highest standards of business conduct and ensuring all legislation is met. The company seeks advice and updates from its solicitors and accountants in respect of changes in legislation affecting the company. All tax liabilities continue to be paid within the deadlines set by HMRC.

(f) the need to act fairly as between members of the company

There are two shareholders of the ultimate controlling company. The shareholders share the same objective of continuing to grow and invest in the company, ensuring a long-term sustainable business that will continue to benefit its key stakeholders.

On behalf of the board

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

The principal activity of the company continued to be that of a dispensing chemist in specialised stores.

The results for the period are set out on page 8.

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

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

Azets Audit Services were appointed as auditor to the company during the year and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

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 company’s auditor 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 company’s auditor is aware of that information.

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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

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

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

We have audited the financial statements of D. Shannon Stewart Limited (the 'company') for the period ended 31 March 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and the 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 company's affairs as at 31 March 2025 and of its profit for the period then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The 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:

• the information given in the strategic report and the directors' report for the financial period 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.

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 and 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.

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

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.

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.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

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

The profit and loss account has been prepared on the basis that all operations are continuing operations.

D. Shannon Stewart Limited is a private company limited by shares incorporated in Northern Ireland. The registered office is 74 Scarva Road, Bainbridge, County Down, BT32 3QD.

The entity shortened the current reporting period from April 2025 to March 2025 to align itself with the M&D Green Group's year-end. The 11 month reporting period reported to March 2025 is therefore not wholly comparable to the comparative amounts presented in the financial statements.

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

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

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

This 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:

• 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.

D.Shannon Stewart is a wholly owned subsidiary of The M&D Green Group Limited and the results of D. Shannon Stewart post-acquisition are included in the consolidated financial statements of The M&D Green Group Limited which are available from Bankwell House, Strathblane Road, Milngavie, Glasgow, G62 8LE.

The directors are required to prepare the statutory financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. In satisfaction of this responsibility the directors have considered the company's ability to meet its liabilities as they fall due.true

The directors have made appropriate enquiries and carried out a review of the company’s projections and available banking facilities, taking account of possible changes in trading performance and considering business risk.

The current and future financial position of the company, its cash flows and liquidity position have been reviewed by the directors. The company has a strong cash position as at 31 March 2025 and post year end. The M&D Green Group has long term borrowing facilities in place. Following this review, the directors have a reasonable expectation that the company has adequate resources to continue in operational existences for the foreseeable future.

As such, the directors consider that it is appropriate to prepare the financial statements on the going concern basis.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services 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.

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:

At each reporting period end date, the company 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.

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

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.

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.

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

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

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.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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.

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

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

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

The tax expense represents the sum of the tax currently payable and deferred 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

In the application of the company’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.

All turnover arose within the United Kingdom

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

Their aggregate remuneration comprised:

No remuneration was paid to the directors (2024 - £0)

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

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

The deferred tax liability set out above is expected to reverse within the next few years and relates to accelerated capital allowances that are expected to mature within the same period.

The company operates a defined contribution pension scheme. The assets of the scheme are held seperately from those of the Company in an indeprendently administered fund. The cost of contribution in the period was £32,722 (2024: £30,308). At the year end, there is £nil (2024: £nil) accrued in respect of pension contributions.

On 28 February 2025, the shareholders of D. Shannon Stewart Limited approved a special resolution to adopt new Articles of Association and to reorganise the Company’s share capital as follows:

• The 1,304 issued A shares of £1 each and 1,304 issued B shares of £1 each were reclassified into 2,608 Ordinary shares of £1 each.

• The 750 issued C shares of £0.10 each and 750 issued D shares of £0.10 each were reclassified into 150 Ordinary shares of £1 each.

Following this reorganisation, the Company’s issued share capital comprises 2,758 Ordinary shares of £1 each.

This reserve includes all premium received on the issue of share capital.

This includes all current and prior period retained profits and losses.

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

A management charge of £407,906 (2024: £589,490) was paid to N&R Gordon Ltd, previously a related party due to common control.

At 31 March 2025, £nil (2024: £249,685) was due from N&R Gordons Ltd. This amount is interest free and repayable on demand.

During the reporting period, N&R Gordon Limited ceased to exercise common control over D Shannon Stewart Limited. Prior to the acquisition of D Shannon Stewart Limited by M&D Green Group Limited, all intercompany management charges and outstanding balances between N&R Gordon Limited and D Shannon Stewart Limited were fully settled.

The controlling party is Gordons Chemists Holdings (Scotland) Ltd, registered at 16 Douglas Street, Milngavie, Glasgow, Scotland, G62 6PB.

Ultimate controlling parties are Mr M Green and Mrs D Green by virtue of their 100% shareholding in The M & D Green Group Limited (the company's ultimate parent company), the registered office of which is Bankell House, Strathblane Road, Milngavie, Glasgow, Scotland, G62 8LE.

The financial statements of the company are consolidated in the financial statements of The M&D Green Group Limited, this is the smallest and largest group in which the company is included. These consolidated financial statements are available from its registered office, Bankell House Strathblane Road, Milngavie, Glasgow, G62 8LE.