REGISTERED NUMBER: 05647091 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025

FOR

WARWICK HEALTHCARE LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Statement of Directors' Responsibilities

4

Report of the Independent Auditors

5

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Statement of Financial Position

11

Company Statement of Financial Position

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Statement of Cash Flows

15

Notes to the Consolidated Statement of Cash Flows

16

Notes to the Consolidated Financial Statements

17

DIRECTORS:

N H Dhokia

K S Hundle

SECRETARY:

N H Dhokia

REGISTERED OFFICE:

106 Grace Road

Leicester

Leicestershire

LE2 8AZ

REGISTERED NUMBER:

05647091 (England and Wales)

AUDITORS:

Shenward LLP

Chartered Accountants & Statutory Auditors

Summit House

Woodland Park

Bradford Road

Cleckheaton

West Yorkshire

BD19 6BW

The directors present their strategic report of the company and the group for the year ended 31 March 2025.

REVIEW OF BUSINESS

The results of the group for the year show a total turnover of £27,210,622 (2024: £24,663,894), EBITDA of £2,318,489 (2024: £3,249,264) and profit after tax of £541,552 (2024: £1,279,093). The EBITDA has been calculated after considering an extraordinary directors' pension contribution of £400,000. The shareholders' funds of the group total £5,024,411 (2024: £4,722,861). The directors consider that the performance of the group has produced strong results during the year ended 31 March 2025.

PRINCIPAL RISKS AND UNCERTAINTIES

The process of risk acceptance and risk management is addressed through a framework of policies, procedures and internal controls. All policies are subject to management approval and ongoing review.

The group has developed a framework for identifying risks to which it is exposed and the impact on economic capital on each of those risks.

The principal risks that the directors consider the group faces are from fluctuations in the exchange rate resulting in inaccurate pricing and changes to NHS funding.

The directors maintain a system of monitoring the key risks to the group and the key financial performance indicators and ensures that the group complies with the strict regulatory controls under which it operates.

STRATEGY

The continuing success of the group is dependent upon the proper selection, training and retention of personnel, who are core to the success of the group as a whole. We have continued to consolidate our position in the provision of related services across England and consider that it is important to retain a diversified portfolio of risk in order to achieve maximum profitability in a highly competitive market.

The group will continue to consolidate its existing position whilst also looking to expand this position through the acquisition of suitable additional pharmacies or by organic growth where possible.

KEY PERFORMANCE INDICATORS

The directors consider that the group's key financial performance indicators are those which communicate the financial performance and strength of the group as a whole. The group uses IT systems to measure several key performance indicators against its targets including turnover and staff performance.

The return on capital employed is 15% (2024: 26%). Return on capital employed is calculated as profit before interest and taxation divided by capital employed, which constitutes total assets less current liabilities.

The directors consider that the group is continuing to perform in line with the expectations of the Board.

FUTURE DEVELOPMENTS

The directors are confident about the continuing financial performance of the group. However, the directors continue to monitor the economic conditions both in the UK and internationally on the group and the wider economy. The group is committed to enhancing its reputation in the communities it serves and pivoting to the next level. The group will continue to grow organically and through further acquisitions.

ON BEHALF OF THE BOARD:

K S Hundle - Director

12 December 2025

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

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of the sale of pharmaceuticals via a group of independent pharmacies across England and wholesale distribution.

DIVIDENDS

The total distribution of dividends for the year ended 31 March 2025 will be £240,000 (2024: £740,050).

DIRECTORS

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

N H Dhokia

K S Hundle

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Shenward LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

K S Hundle - Director

12 December 2025

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

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

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Opinion

We have audited the financial statements of Warwick Healthcare Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 March 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 the 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report, the Report of the Directors and the Statement of Directors' Responsibilities, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

-	adequate accounting records have not been kept 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 Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Company and management.

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to UK tax legislation and regulations which governs the preparation of the financial statements, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase profit, through management bias in manipulation of accounting estimates or accounting for significant transactions outside the normal course of business.

Audit procedures performed included, but not limited to:

- Enquiry of management around actual and potential litigation claims and instances of non-compliance with laws and regulations;

- Auditing the risk of management override of controls, through testing journal entries and other adjustments for appropriateness, testing accounting estimates (because of the risk of management bias), and evaluating the business rationale of significant transactions outside the normal course of business;

- Reviewing financial statements disclosures and agreeing to supporting documentation to assess compliance with applicable laws and regulations; and

- Review of board meeting minutes (where held).

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

Use of our report

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

Sherad Dewedi (Senior Statutory Auditor)

for and on behalf of Shenward LLP

Chartered Accountants & Statutory Auditors

Summit House

Woodland Park

Bradford Road

Cleckheaton

West Yorkshire

BD19 6BW

12 December 2025

TURNOVER

27,210,622

24,663,894

Cost of sales

17,692,381

16,085,183

GROSS PROFIT

9,518,241

8,578,711

Administrative expenses

8,223,585

6,317,379

1,294,656

2,261,332

Other operating income

33,605

21,001

OPERATING PROFIT

5

1,328,261

2,282,333

Interest receivable and similar income

30,497

23,069

1,358,758

2,305,402

Interest payable and similar expenses

6

322,122

344,714

PROFIT BEFORE TAXATION

1,036,636

1,960,688

Tax on profit

7

495,084

681,595

PROFIT FOR THE FINANCIAL YEAR

541,552

1,279,093

Profit attributable to:

Owners of the parent

541,552

1,279,093

PROFIT FOR THE YEAR

541,552

1,279,093

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

541,552

1,279,093

Total comprehensive income attributable to:

Owners of the parent

541,552

1,279,093

FIXED ASSETS

Intangible assets

10

4,698,999

3,616,425

Tangible assets

11

975,903

958,225

Investments

12

-

579,324

5,674,902

5,153,974

CURRENT ASSETS

Stocks

13

934,741

1,061,017

Debtors

14

3,484,541

3,162,795

Cash at bank and in hand

3,426,206

3,996,791

7,845,488

8,220,603

CREDITORS

Amounts falling due within one year

15

4,415,262

4,446,056

NET CURRENT ASSETS

3,430,226

3,774,547

TOTAL ASSETS LESS CURRENT LIABILITIES

9,105,128

8,928,521

CREDITORS

Amounts falling due after more than one year

16

(3,917,998

)

(4,113,501

)

PROVISIONS FOR LIABILITIES

19

(162,717

)

(92,159

)

NET ASSETS

5,024,413

4,722,861

CAPITAL AND RESERVES

Called up share capital

20

2

2

Retained earnings

21

5,024,411

4,722,859

SHAREHOLDERS' FUNDS

5,024,413

4,722,861

The financial statements were approved by the Board of Directors and authorised for issue on 12 December 2025 and were signed on its behalf by:

K S Hundle - Director

N H Dhokia - Director

FIXED ASSETS

Intangible assets

10

4,291,917

3,225,417

Tangible assets

11

819,633

915,794

Investments

12

658,152

1,237,477

5,769,702

5,378,688

CURRENT ASSETS

Stocks

13

870,694

950,276

Debtors

14

3,027,096

2,664,169

Cash at bank and in hand

3,209,765

3,799,262

7,107,555

7,413,707

CREDITORS

Amounts falling due within one year

15

3,891,416

3,930,191

NET CURRENT ASSETS

3,216,139

3,483,516

TOTAL ASSETS LESS CURRENT LIABILITIES

8,985,841

8,862,204

CREDITORS

Amounts falling due after more than one year

16

(3,916,328

)

(4,101,834

)

PROVISIONS FOR LIABILITIES

19

(132,746

)

(84,805

)

NET ASSETS

4,936,767

4,675,565

CAPITAL AND RESERVES

Called up share capital

20

2

2

Retained earnings

4,936,765

4,675,563

SHAREHOLDERS' FUNDS

4,936,767

4,675,565

Company's profit for the financial year

501,202

1,697,950

The financial statements were approved by the Board of Directors and authorised for issue on 12 December 2025 and were signed on its behalf by:

K S Hundle - Director

N H Dhokia - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2023

2

4,183,816

4,183,818

Changes in equity

Dividends

-

(740,050

)

(740,050

)

Total comprehensive income

-

1,279,093

1,279,093

Balance at 31 March 2024

2

4,722,859

4,722,861

Changes in equity

Dividends

-

(240,000

)

(240,000

)

Total comprehensive income

-

541,552

541,552

Balance at 31 March 2025

2

5,024,411

5,024,413

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2023

2

3,717,663

3,717,665

Changes in equity

Dividends

-

(740,050

)

(740,050

)

Total comprehensive income

-

1,697,950

1,697,950

Balance at 31 March 2024

2

4,675,563

4,675,565

Changes in equity

Dividends

-

(240,000

)

(240,000

)

Total comprehensive income

-

501,202

501,202

Balance at 31 March 2025

2

4,936,765

4,936,767

Cash flows from operating activities

Cash generated from operations

1

2,536,940

4,946,072

Interest paid

(319,490

)

(342,350

)

Interest element of hire purchase or finance lease rental payments paid

(2,632

)

(2,364

)

Tax paid

(947,398

)

(500,110

)

Net cash from operating activities

1,267,420

4,101,248

Cash flows from investing activities

Purchase of intangible fixed assets

(1,868,762

)

(1,587,463

)

Purchase of tangible fixed assets

(289,104

)

(188,408

)

Sale of intangible fixed assets

115,000

-

Sale of tangible fixed assets

10,781

20,392

Sale of fixed asset investments

579,324

-

Interest received

50,261

-

Net cash from investing activities

(1,402,500

)

(1,755,479

)

Cash flows from financing activities

Loan repayments in year

(195,505

)

(105,291

)

Equity dividends paid

(240,000

)

(740,050

)

Net cash from financing activities

(435,505

)

(845,341

)

(Decrease)/increase in cash and cash equivalents

(570,585

)

1,500,428

Cash and cash equivalents at beginning of year

2

3,996,791

2,496,363

Cash and cash equivalents at end of year

2

3,426,206

3,996,791

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit before taxation

1,036,636

1,960,688

Depreciation charges

931,832

919,594

Profit on disposal of fixed assets

-

(10,448

)

Finance costs

322,122

344,714

Finance income

(30,497

)

(23,069

)

2,260,093

3,191,479

Decrease in stocks

126,276

89,736

(Increase)/decrease in trade and other debtors

(341,507

)

926,386

Increase in trade and other creditors

492,078

738,471

Cash generated from operations

2,536,940

4,946,072

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 March 2025

31.3.25

1.4.24

£

£

Cash and cash equivalents

3,426,206

3,996,791

Year ended 31 March 2024

31.3.24

1.4.23

£

£

Cash and cash equivalents

3,996,791

2,510,175

Bank overdrafts

-

(13,812

)

3,996,791

2,496,363

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.4.24

Cash flow

At 31.3.25

£

£

£

Net cash

Cash at bank and in hand

3,996,791

(570,585

)

3,426,206

3,996,791

(570,585

)

3,426,206

Debt

Debts falling due within 1 year

(511,956

)

-

(511,956

)

Debts falling due after 1 year

(4,113,501

)

195,503

(3,917,998

)

(4,625,457

)

195,503

(4,429,954

)

Total

(628,666

)

(375,082

)

(1,003,748

)

1.	STATUTORY INFORMATION

Warwick Healthcare Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

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

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Basis of consolidation

The group financial statements consolidate the financial statements of Warwick Healthcare Limited and all its subsidiary undertakings drawn up to 31 March each year.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Details of these judgements can be found in the accounting policies.

Turnover

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

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2020, is being amortised evenly over its estimated useful life of five years.

Tangible fixed assets

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

Short leasehold

-

in accordance with the property

Long leasehold

-

10% on cost

Improvements to property

-

10% on cost

Plant and machinery

-

20% on cost

Fixtures and fittings

-

25% on reducing balance and 20% on cost

Motor vehicles

-

25% on reducing balance and 20% on cost

Computer equipment

-

25% on reducing balance and 20% 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 credited or charged to the income statement.

Impairment of fixed assets

At each reporting 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).

Recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

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 end date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its cost and net realisable value is recognised as an impairment loss in the income statement. Reversals of impairment losses are also recognised in the income statement.