Registration number:
for the
Year Ended 31 March 2025
Enimed (Holdings) Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
Enimed (Holdings) Limited
Company Information
|
Directors |
K Patel V Patel |
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Registered office |
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Auditors |
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Enimed (Holdings) Limited
Strategic Report for the Year Ended 31 March 2025
The directors present their strategic report for the year ended 31 March 2025.
Principal activity
The principal activity of the Group is that of a pharmacy including wholesale pharmacy. The principal activity of the Company is that of a holding company.
Fair review of the business
Enimed Holdings LImited is the holding company of the Group with Enimed Limited and Pi-Gen Pharma Ltd the trading entities.
The year has been a particularly challenging year for community pharmacy with drug price volatility and cost inflation pressures continuing to be being key headwinds for the whole sector. Management has hence concentrated efforts on further optimising its central procurement operation to combat this, which has yielded strong benefits. This has largely offset the industry pressures that all contractors have felt which in turn supported the Group where it targeted M&A opportunities as they arose. The new pharmacy contract which commenced from 1 April 2025, saw an uplift in funding, which the sector welcomed, but overall the contract still fell short of what the sector required.
The Group completed 2 acquisitions (not including the 24 which were held under a management agreement from Medipharmacy Limited (in administration), which completed during the year following the transfer of the pharmacy licences) and 3 disposals of pharmacies during the year. Management will remain opportunistic when assessing M&A opportunities given the changing contractor landscape we are seeing. At the year end, the Group had 57 pharmacies mainly across the South East of England.
The results for the year which are set out in the profit and loss account show turnover of £64,956,241 and an operating profit of £4,845,939. At 31 March 2025, the Group had net liabilities of £420,437 (2024 - £2,543,438). The directors consider the performance for the year and the financial position at the year end to be satisfactory, given the current trading environment.
The Group's key financial and other performance indicators during the year were as follows:
|
Financial KPIs |
Unit |
2025 |
2024 |
|
Turnover |
£ |
64,956,241 |
54,663,485 |
|
Gross profit |
£ |
22,552,158 |
18,966,539 |
|
Gross profit margin |
% |
35 |
35 |
|
EBITDA |
£ |
6,725,643 |
6,383,663 |
|
EBITDA margin |
% |
10 |
12 |
|
Average number of employees |
No |
395 |
409 |
The above amounts for 2024 represent the period from 1 February 2023 to 31 March 2024.
Earnings before interest, tax, depreciation and amortisation (EBITDA) is calculated as operating profit before depreciation and amortisation charges excluding any one off income and expenses.
Principal risks and uncertainties
The management of the Group and execution of the Group's strategy are subject to a number of risks. The key business risks and uncertainties affecting the Group are considered to relate to reductions in NHS funding and the competition in the local market.
Enimed (Holdings) Limited
Strategic Report for the Year Ended 31 March 2025
Section 172(1) statement
Section 172 (1) of the Companies Act 2006 requires the directors of the Company to act in the way that they consider, in good faith, would most likely promote the success of the Company for the benefit of its owners and stakeholders.
In doing so Section 172 (1) requires a director to have regard (amongst other matters) to:
a) The likely consequences of any decisions in the long-term.
b) The interests of employees.
c) The need to foster business relationships with suppliers, customers, and others.
d) The impact of operations on the community and the environment.
e) The desirability of maintaining a reputation for high standards of business conduct.
f) The need to act fairly as between members of the company.
The directors and senior management team provide supervision and guidance to the wider teams, making decisions concerning operational planning, evaluating performance, workforce planning and remuneration.
Our employees are fundamental to the success of the Group. We aim to be a responsible employer in our approach to the pay and benefits our employees receive. The health, safety and well being of our employees is one of our primary considerations in how we operate.
The Group places considerable value on the involvement of its employees in developing the long-term strategy and performance of the business and are consulted regularly on a wide range of matters likely to affect their interest. The Group keeps employees informed on matters affecting them and the performance of the Group through formal and informal meetings, regular performance feedback and the company website.
We aim to act responsibly and fairly in how we engage with suppliers and have policies in place for entering and maintaining relationships to ensure the company acts in this way.
The Group is very much focused on its customers, and the directors commit considerable time, effort and resources into understanding and responding to the needs of customers.
As an independent pharmacy chain, the directors understand the impact of the Group’s operations on the communities it serves and the environment, and attribute to behaving as a responsible business.
Our intention is to behave responsibly towards our shareholders and to treat them fairly and equally, so they too may benefit from the Group’s strategy.
Approved by the
Director
Enimed (Holdings) Limited
Directors' Report for the Year Ended 31 March 2025
The directors present their report and the for the year ended 31 March 2025.
Directors of the company
The directors who held office during the year were as follows:
Matters included in the Strategic Report
The following matters, required to be disclosed in the Directors' Report, are of strategic importance and are therefore covered within the Section 172(1) statement within the Strategic Report:
|
• |
engagement with suppliers, customers and others; and |
|
• |
engagement with employees. |
Financial instruments
The Group's financial instruments, comprise borrowings, cash and liquid resources, and various other items such as trade debtors, trade creditors, etc. that arise directly from its operations. The main purposes of these financial instruments is to finance the operations of the Group. As the Group's main source of income is prescription receipts from the NHS, these trade debtors are not subject to credit risk although the timing of these receipts gives rise to a cash flow risk.
The Group's liquidity risk and interest rate risk is primarily attributable to its borrowings. The Group aims to mitigate liquidity risk by managing cash generation of its operations and monitoring trading results to ensure that the Group can meets its future obligations as they fall due. The Group's interest rate risk arises from the variable interest rate on its borrowings. The general expectation going forwards is that interest rates on the whole are going to reduce and therefore, reduces the Group's exposure here. The Group's management will monitor this going forward.
The Board constantly monitor the Group's trading results to ensure that the Group can meet its future obligations as they fall due and have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and therefore continue to adopt the going concern basis of accounting in preparing the annual financial statements.
Employment of disabled persons
The Group's employment policies are fair and equitable and consistent with the skills and abilities of the employees and the needs of the Group's business. If any employee becomes disabled, the objective is the continued provision of suitable employment either in the same or an alternative position with appropriate training if necessary.
Future developments
The impact from funding cuts to the NHS budget will provide a tough environment for pharmacies to operate in, however, the directors remain confident that they will be able to increase the profitability of the Group through organic growth. Further details are also set out in the Fair review of the business paragraph in the Strategic Report.
Environmental report
We have considered the recommendations of the Financial Stability Board’s Task Force on Climate-related Financial Disclosures (TCFD) when preparing this report. These recommendations encourage businesses to increase disclosure of climate-related information, with an emphasis on financial disclosure. Enimed (Holdings) Limited supports these recommendations and are committed to disclosing the relevant information which can be found below.
Enimed (Holdings) Limited
Directors' Report for the Year Ended 31 March 2025
Streamlined Energy & Carbon Reporting
The Group meets the qualifying requirements for Streamlined Energy & Carbon reporting, as such the energy consumption is as follows:
|
2025 : |
Usage |
kWh |
tCo2e |
|
Electricity |
897,473 (kWh) |
897,473 |
158,853 |
|
Fuel - Petrol |
15,197 (L) |
146,043 |
36,511 |
|
Fuel - Diesel |
18,149 (L) |
198,913 |
47,739 |
|
Total |
1,242,429 |
243,103 |
|
2024 : |
Usage |
kWh |
tCo2e |
|
Electricity |
483,247 (kWh) |
483,247 |
100,068 |
|
Fuel - Petrol |
18,284 (L) |
212,306 |
53,076 |
|
Fuel - Diesel |
12,514 (L) |
173,012 |
39,793 |
|
Total |
868,748 |
192,983 |
The usage by the Group of Gas at the branches is insignificant and therefore this has not been reported on.
Intensity ratio
The business metric used for the calculation of the intensity ratio is the number of branches operated in the year. The number of branches for the 2025 year end was 57 (2024 - 37).
The intensity ratio for the Group is the total carbon used of 243,103 (2024 - 192,983) tCO2e divided by the number of branches of 57 (2024 - 37), giving an intensity ratio of 4,265 (2024 - 5,216) tCO2e per branch.
Methodologies
To allow for accurate and representative data to include with our Streamlined Energy and Carbon Reporting, the following methodologies were used to ensure verifiable data was obtained, where reasonably practicable:
• Electricity: Meter reading data for branch locations was obtained directly from the supplier, accessed from invoices provided to our internal accounts department.
• Transport Fuel: Consumption is calculated directly from the supplier through statements. The fuel consumption is then converted using the recognised conversion factors, which then allows a carbon conversion factor per litre of fuel used to be applied.
Once the activity data has been obtained, the following conversion factors are applied.
Carbon Conversion Factors
The company have used the GOV.UK publicised greenhouse gas conversion factors published in 2025; greenhouse gas reporting: conversion factors 2025.
Relevant Conversion Factors are detailed below and were used during the development of our reported carbon intensity.
|
tCo2e |
Notes |
|
|
Electricity |
0.17700 |
UK Electricity kWh |
|
Fuel - Petrol |
0.25 |
Total tCo2e per Litre |
|
Fuel - Diesel |
0.25 |
Total tCo2e per Litre |
Enimed (Holdings) Limited
Directors' Report for the Year Ended 31 March 2025
Energy efficient and reduced carbon consumption progress
The Group recognise the UK Government’s legal obligation to be Net Zero Carbon by 2050 as amended in the Climate Change Act 2019. The Group is acutely aware of the need for all organisations and individuals to play their part in Green House Gas reduction strategies, and join many of the customers, suppliers, industry bodies and competitors in recognising the Climate Emergency.
The Group has a long-term strategy and commitment to reduce carbon emissions from operations and have been improving energy efficiency and its carbon emissions through the following ways:
• Main warehouse: Following the introduction of the main warehouse for stock control the number of deliveries by suppliers has reduced as larger quantities of stock can be delivered at one time, with only deliveries being made to stores when required.
• Delivery: The Group has streamlined delivery services by ensuring routes and delivery plans are efficient, but still meet patients’ requirements. This has led to the number of miles and fuel consumed being reduced. The Group has adopted a new delivery approach from the main warehouse to stores and so that the number of internal trips is also significantly reduced.
• Electric vehicles: The Group has a long-term strategy to convert the existing fleet to fully electric. The transition to electric vehicles will be dependent on existing contracts ending and the price achieved on the new vehicles.
• Store refurbishment: The Group are committed to updating branches, with 2 branches refurbished in the year. As part of the store refurbishment the new design will include energy efficiency saving measures such as LED lighting, energy efficient windows and improved insulation and energy efficient heating.
Important non adjusting events after the financial period
Since the year end, the Group acquired a pharmacy for total consideration of £326,733 and sold pharmacies for £3,782,500. The Group purchased freehold property for total consideration of £1,200,000.
The Group refinanced their bank facilities with their current provider and as part of the refinance the loan notes of £2.551,630 were repaid in full.
The Group acquired at nominal share value, 16.25% of the shares in PI-Gen Pharma Ltd increasing its shareholding to 71.25%.
Disclosure of information to the auditor
Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Reappointment of auditors
Hazlewoods LLP have expressed their willingness to continue in office.
Approved by the
Director
Enimed (Holdings) Limited
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 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; and |
• | 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Enimed (Holdings) Limited
Independent Auditor's Report to the Members of Enimed (Holdings) Limited
Opinion
We have audited the financial statements of Enimed (Holdings) Limited (the 'parent company') and its subsidiary (the 'group') for the year ended 31 March 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's and the parent company's 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 auditor 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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. 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
|
• |
the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
|
• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the Group and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
Enimed (Holdings) Limited
Independent Auditor's Report to the Members of Enimed (Holdings) Limited
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 7, 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 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.
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.
Extent to which the audit was 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, 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 considered the nature of the group’s industry and its control environment and reviewed the group’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits carried out in accordance with ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
|
• |
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
|
• |
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud; |
|
• |
enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and |
|
• |
reading minutes of meetings of those charged with governance. |
Enimed (Holdings) Limited
Independent Auditor's Report to the Members of Enimed (Holdings) Limited
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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.
For and on behalf of
Staverton Court
Staverton
GL51 0UX
Enimed (Holdings) Limited
Consolidated Profit and Loss Account for the Year Ended 31 March 2025
|
Note |
Year ended 31 March 2025 |
1 February 2023 to 31 March 2024 |
|
|
Turnover |
|
54,663,485 |
|
|
Cost of sales |
( |
(35,696,946) |
|
|
Gross profit |
|
18,966,539 |
|
|
Administrative expenses |
( |
(14,618,115) |
|
|
Other operating income |
|
209,302 |
|
|
Operating profit |
|
4,557,726 |
|
|
Fair value loss on financial instruments |
- |
(401,504) |
|
|
Other interest receivable and similar income |
|
448,726 |
|
|
Interest payable and similar expenses |
( |
(1,841,850) |
|
|
Profit before tax |
|
2,763,098 |
|
|
Taxation |
( |
(868,485) |
|
|
Profit for the financial year |
|
1,894,613 |
|
|
Profit attributable to: |
|||
|
Owners of the company |
|
1,228,361 |
|
|
Non-controlling interest |
|
666,252 |
|
|
|
1,894,613 |
The above results were derived from continuing operations.
The group has no other comprehensive income for the year.
Enimed (Holdings) Limited
(Registration number: 13843726)
Consolidated Balance Sheet as at 31 March 2025
|
Note |
2025 |
2024 |
|
|
Fixed assets |
|||
|
Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Stocks |
|
|
|
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current liabilities |
( |
( |
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Provision for liabilities |
( |
( |
|
|
Net liabilities |
( |
( |
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Profit and loss account |
|
|
|
|
Equity attributable to owners of the company |
|
|
|
|
Non-controlling interest |
( |
( |
|
|
Total equity |
( |
( |
Approved and authorised by the
Director
Enimed (Holdings) Limited
(Registration number: 13843726)
Balance Sheet as at 31 March 2025
|
Note |
2025 |
2024 |
|
|
Fixed assets |
|||
|
Investments |
|
13,719,128 |
|
|
|
13,719,128 |
||
|
Current assets |
|||
|
Debtors |
|
12,922,193 |
|
|
Cash at bank and in hand |
|
1,505 |
|
|
|
12,923,698 |
||
|
Creditors: Amounts falling due within one year |
( |
(16,275,470) |
|
|
Net current liabilities |
( |
(3,351,772) |
|
|
Total assets less current liabilities |
( |
10,367,356 |
|
|
Creditors: Amounts falling due after more than one year |
- |
(10,875,000) |
|
|
Net liabilities |
( |
(507,644) |
|
|
Capital and reserves |
|||
|
Called up share capital |
|
200 |
|
|
Profit and loss account |
( |
(507,844) |
|
|
Total equity |
( |
(507,644) |
The company made a profit after tax for the financial year of £259,404 (2024 - loss £381,291).
Approved and authorised by the
Director
Enimed (Holdings) Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 March 2025
Equity attributable to the parent company
|
Share capital |
Profit and loss account |
Total |
Non- controlling interests |
Total equity |
|
|
At 1 April 2024 |
200 |
2,122,078 |
2,122,278 |
(4,665,716) |
(2,543,438) |
|
Profit for the year |
- |
1,537,743 |
1,537,743 |
636,258 |
2,174,001 |
|
Dividends |
- |
- |
- |
(51,000) |
(51,000) |
|
At 31 March 2025 |
200 |
3,659,821 |
3,660,021 |
(4,080,458) |
(420,437) |
|
Share capital |
Profit and loss account |
Total |
Non- controlling interests |
Total equity |
|
|
At 1 February 2023 |
200 |
893,717 |
893,917 |
(5,202,968) |
(4,309,051) |
|
Profit for the period |
- |
1,228,361 |
1,228,361 |
666,252 |
1,894,613 |
|
Dividends |
- |
- |
- |
(129,000) |
(129,000) |
|
At 31 March 2024 |
200 |
2,122,078 |
2,122,278 |
(4,665,716) |
(2,543,438) |
Enimed (Holdings) Limited
Statement of Changes in Equity for the Year Ended 31 March 2025
|
Share capital |
Profit and loss account |
Total |
|
|
At 1 April 2024 |
|
( |
( |
|
Profit for the year |
- |
|
|
|
At 31 March 2025 |
|
( |
( |
|
Share capital |
Profit and loss account |
Total |
|
|
At 1 February 2023 |
|
( |
( |
|
Loss for the period |
- |
( |
( |
|
At 31 March 2024 |
200 |
(507,844) |
(507,644) |
Enimed (Holdings) Limited
Consolidated Statement of Cash Flows for the Year Ended 31 March 2025
|
Note |
Year ended |
1 February 2023 to 31 March 2024 |
|
|
Cash flows from operating activities |
|||
|
Profit for the period |
|
|
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Loss on disposal of tangible assets |
|
- |
|
|
Loss on disposal of intangible assets |
|
|
|
|
Profit from disposals of investments |
- |
( |
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
|
|
|
|
|
|
||
|
Working capital adjustments |
|||
|
Decrease/(increase) in stocks |
|
( |
|
|
Increase in trade debtors |
( |
( |
|
|
Increase in trade creditors |
|
|
|
|
Increase in provisions |
|
- |
|
|
Cash generated from operations |
|
|
|
|
Income taxes paid |
( |
( |
|
|
Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisition of businesses |
( |
( |
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Proceeds from sale of tangible assets |
|
|
|
|
Proceeds from sale of intangible assets |
|
|
|
|
Net cash flows from investing activities |
( |
|
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Proceeds from bank borrowing draw downs |
|
- |
|
|
Repayment of bank borrowing |
( |
( |
|
|
Proceeds from other borrowing draw downs |
- |
|
|
|
Repayment of other borrowing |
( |
- |
|
|
Dividends paid |
( |
( |
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net increase in cash and cash equivalents |
|
|
|
|
Cash and cash equivalents at 1 April (at 1 February 2023) |
|
|
|
|
Cash and cash equivalents at 31 March |
4,123,572 |
3,572,086 |
|
Enimed (Holdings) Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
|
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
United Kingdom
|
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006.
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Long or short period
The financial statements are for the period from 1 April 2024 to 31 March 2025. The comparative period presented is from 1 February 2023 to 31 March 2024 and therefore, amounts are not comparable.
Summary of disclosure exemptions
Enimed (Holdings) Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its separate financial statements. Exemptions have been taken in relation to a statement of cashflows and presentation of financial instruments.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2025.
No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Enimed (Holdings) Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Going concern
After reviewing the group's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The group therefore continues to adopt the going concern basis in preparing its financial statements.
Critical accounting 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 amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Judgements
Apart from the treatment of the interest in Enimed Limited (as disclosed in note 14 to the financial statements), no significant judgements have been made by management in preparing these financial statements. |
Key sources of estimation uncertainty
No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.
The group recognises revenue when:
|
• |
the amount of revenue can be reliably measured; |
|
• |
it is probable that future economic benefits will flow to the entity and |
|
• |
when specific criteria have been met for each of the group's activities. |
Government grants
Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Enimed (Holdings) Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Freehold property |
2% straight line |
|
Leasehold improvements |
Over the term of the lease |
|
Furniture, fittings and equipment |
15% reducing balance |
|
Motor vehicles |
15% reducing balance |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Goodwill
Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Intangible assets
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.
Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.
Separately acquired intangible assets are included at cost and amortised over their estimated useful economic life. Provision is made for any impairment.
Enimed (Holdings) Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Goodwill on consolidation |
Straight line over 20 years |
|
Purchased goodwill |
Straight line over 20 years |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for goods sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.
Stocks
Stocks are valued at the lower of cost and net realisable value, after due regard for obsolete and slowing moving stocks. Cost is determined using the first-in, first-out (FIFO) method. Net realisable value is based on selling price less anticipated selling costs. Costs include all direct costs and an appropriate portion of fixed and variable overheads.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Provisions
Provisions are recognised when the group has an obligation at the reporting date as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
Enimed (Holdings) Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
Financial instruments
Classification
Recognition and measurement
Impairment
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Income received from operating leases is recognised on a straight-line basis over the lease term.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Enimed (Holdings) Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
Dividends
Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
|
Turnover |
The analysis of the group's turnover for the year from continuing operations is as follows:
|
Year ended |
1 February |
|
|
Sale of goods |
|
53,505,615 |
|
Rendering of services |
|
1,157,870 |
|
|
54,663,485 |
The disclosure of turnover by class of business has not been presented in the financial statements. In the opinion of the directors disclosure of this information would be against the commercial interest of the group.
The total turnover of the group has been derived from its principal activity wholly undertaken in the United Kingdom.
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
|
Year ended |
1 February |
|
|
Rental income |
|
209,302 |
|
Operating profit |
Arrived at after charging
|
Year ended |
1 February |
|
|
Depreciation expense |
|
232,722 |
|
Amortisation expense (included in administrative expenses) |
|
1,199,547 |
|
Operating lease expense - property |
|
1,293,391 |
|
Operating lease expense - plant and machinery |
- |
2,990 |
Enimed (Holdings) Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Other interest receivable and similar income |
|
Year ended |
1 February |
|
|
Monies received in relation to the interest rate swap |
- |
447,829 |
|
Interest income on bank deposits |
|
897 |
|
|
448,726 |
|
Interest payable and similar expenses |
|
Year ended |
1 February |
|
|
Interest on bank overdrafts and borrowings |
|
1,613,639 |
|
Interest on loan notes |
( |
228,211 |
|
|
1,841,850 |
Interest on loan notes for 2025 is stated after an adjustment of £358,505 to reduce the interest charge as a result of the loan notes settlement.
|
Staff costs |
Group
The aggregate payroll costs (including directors' remuneration) were as follows:
|
Year ended |
1 February |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
Other employee expense |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
Year ended 31 March 2025 |
1 February 2023 to 31 March 2024 |
|
|
Pharmacists, dispenser and other branch staff |
|
|
|
Administration and head office |
|
|
|
Directors |
|
|
|
|
|
The period to 31 March 2024 includes 120 employees from the MediPharmacy Limited (in administration) acquisition which was trading under a management agreement in that period.
Company
The company had no employees and therefore incurred no staff costs.
Enimed (Holdings) Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
Year ended |
1 February |
|
|
Remuneration |
|
113,618 |
|
Contributions paid to money purchase schemes |
|
1,321 |
|
116,188 |
114,939 |
During the year the number of directors who were receiving benefits was as follows:
|
Year ended |
1 February |
|
|
Accruing benefits under money purchase pension scheme |
|
|
|
Auditors' remuneration |
|
Year ended |
1 February |
|
|
Audit of these financial statements |
1,970 |
1,875 |
|
Audit of the financial statements of subsidiaries of the company pursuant to legislation |
47,905 |
42,900 |
|
|
|
Non-audit services:
|
Tax compliance services |
5,205 |
4,955 |
|
All other tax advisory services |
4,725 |
4,500 |
|
All other services relating to corporate finance |
6,565 |
6,250 |
|
All other non-audit services |
44,510 |
18,915 |
|
61,005 |
34,620 |
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
Year ended |
1 February |
|
|
Current taxation |
||
|
UK corporation tax |
|
822,193 |
|
Total current income tax |
1,186,619 |
822,193 |
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
46,292 |
|
Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods |
8,199 |
- |
|
Total deferred taxation |
|
46,292 |
|
Tax expense in the profit and loss account |
|
868,485 |
Enimed (Holdings) Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
Year ended |
1 February |
|
|
Profit before tax |
|
2,763,098 |
|
Corporation tax at standard rate |
|
632,749 |
|
Effect of expense not deductible in determining taxable profit |
|
287,276 |
|
Effect of tax losses |
- |
(83,192) |
|
Deferred tax expense from unrecognised temporary difference from a prior period |
|
31,652 |
|
Total tax charge |
|
868,485 |
Deferred tax
Group
Deferred tax assets and liabilities
|
2025 |
Liability |
|
Capital allowances in excess of depreciation |
|
|
|
|
2024 |
Liability |
|
Capital allowances in excess of depreciation |
|
|
Short term timing differences |
( |
|
|
Enimed (Holdings) Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Intangible assets |
Group
|
Purchased goodwill |
Goodwill arising on consolidation |
Total |
|
|
Cost |
|||
|
At 1 April 2024 |
1,660,988 |
16,738,986 |
18,399,974 |
|
Acquired through business combinations |
5,987,300 |
- |
5,987,300 |
|
Disposals |
(815,083) |
- |
(815,083) |
|
At 31 March 2025 |
6,833,205 |
16,738,986 |
23,572,191 |
|
Amortisation |
|||
|
At 1 April 2024 |
61,656 |
1,598,390 |
1,660,046 |
|
Amortisation charge |
193,771 |
1,281,018 |
1,474,789 |
|
Amortisation eliminated on disposals |
(70,000) |
- |
(70,000) |
|
At 31 March 2025 |
185,427 |
2,879,408 |
3,064,835 |
|
Carrying amount |
|||
|
At 31 March 2025 |
6,647,778 |
13,859,578 |
20,507,356 |
|
At 31 March 2024 |
1,599,332 |
15,140,596 |
16,739,928 |
Enimed (Holdings) Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Tangible assets |
Group
|
Land and buildings |
Leasehold improvements |
Furniture, fittings and equipment |
Motor vehicles |
Total |
|
|
Cost |
|||||
|
At 1 April 2024 |
- |
|
|
|
|
|
Additions |
|
- |
|
|
|
|
Disposals |
( |
- |
( |
( |
( |
|
At 31 March 2025 |
|
|
|
|
|
|
Depreciation |
|||||
|
At 1 April 2024 |
- |
|
|
|
|
|
Charge for the year |
|
|
|
|
|
|
Eliminated on disposal |
- |
- |
( |
- |
( |
|
At 31 March 2025 |
|
|
|
|
|
|
Carrying amount |
|||||
|
At 31 March 2025 |
|
|
|
|
|
|
At 31 March 2024 |
- |
|
|
|
|
Enimed (Holdings) Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Investments |
Company
|
2025 |
2024 |
|
|
Investments in subsidiaries |
13,719,128 |
13,719,128 |
|
Subsidiaries |
£ |
|
Cost |
|
|
At 1 April 2024 |
13,719,128 |
|
At 31 March 2025 |
13,719,128 |
|
Carrying amount |
|
|
At 31 March 2025 |
13,719,128 |
|
At 31 March 2024 |
13,719,128 |
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2025 |
2024 |
|||
|
Subsidiary undertakings |
||||
|
|
* |
|
|
|
|
|
* |
|
|
|
|
|
* |
|
|
|
|
|
* |
|
|
|
|
|
* |
|
|
|
|
|
* |
|
|
|
|
|
* |
|
|
|
|
|
* |
|
|
|
|
|
* |
|
|
|
|
|
* |
|
|
|
|
|
* |
|
|
|
|
|
* |
|
|
|
|
Subsidiary undertakings |
* The registered office of the subsidiaries is 109-111 Field End Road, Eastcote, Middlesex, HA5 1QG, England & Wales.
Enimed Limited is a direct investment of the company.
Although the company owns 50% of Enimed Limited, it has been treated as a subsidiary as the company controls this investment, directing its financial and operating policies so as to obtain benefits from its activities. Since the end of the year, the company acquired the remaining 50% interest of Enimed Limited via a share for share exchange issuing 200 ordinary shares as consideration.
Enimed (Holdings) Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Business combinations |
During the year, the group acquired two pharmacies at market value from a third party in a trade and assets acquisition.
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
|
Cost |
Fair value |
|
|
Assets and liabilities acquired |
||
|
Stocks |
100,248 |
|
|
Goodwill |
981,899 |
|
|
Total consideration |
1,082,147 |
1,082,147 |
|
Cash flow analysis: |
||
|
Cash consideration |
1,082,147 |
|
|
|
||
During the year, the group also finalised the acquisition of the branches from Medipharmacy Limited (in administration) at a total cost of £5m including goodwill of £4,993,563. The pharmacies were run under a management agreement until the pharmacy licences were transferred. Together, with adjustments to consideration for previous acquisitions of £11,838 in the year, the total additions to purchased goodwill amounted to £5,987,300.
|
Stocks |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Medicines and retail stocks |
4,727,193 |
4,914,837 |
- |
- |
|
Debtors |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Trade debtors |
5,997,307 |
5,388,274 |
- |
- |
|
Amounts owed by related parties |
2,456,637 |
1,943,474 |
11,120,674 |
12,922,193 |
|
Other debtors |
2,142,351 |
2,946,128 |
- |
- |
|
Prepayments |
492,460 |
756,776 |
- |
- |
|
Total current trade and other debtors |
11,088,755 |
11,034,652 |
11,120,674 |
12,922,193 |
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Cash on hand |
90,750 |
77,481 |
- |
- |
|
Cash at bank |
4,032,822 |
3,494,605 |
3,190 |
1,505 |
|
4,123,572 |
3,572,086 |
3,190 |
1,505 |
|
Enimed (Holdings) Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Creditors |
|
Group |
Company |
||||
|
Note |
2025 |
2024 |
2025 |
2024 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
24,622,569 |
15,886,807 |
24,622,569 |
15,886,807 |
|
|
Trade creditors |
8,046,691 |
8,791,536 |
- |
- |
|
|
Amounts due to related parties |
2,920,000 |
1,721,759 |
115,000 |
35,000 |
|
|
Social security and other taxes |
141,523 |
243,733 |
- |
- |
|
|
Outstanding defined contribution pension costs |
30,843 |
52,582 |
- |
- |
|
|
Other creditors |
3,604,264 |
104,572 |
- |
- |
|
|
Accrued expenses |
827,606 |
594,971 |
352,337 |
352,337 |
|
|
Corporation tax liability |
577,040 |
240,421 |
1,326 |
1,326 |
|
|
Directors' current accounts |
1,304,930 |
658,161 |
- |
- |
|
|
Other borrowings |
- |
700,000 |
- |
- |
|
|
42,075,466 |
28,994,542 |
25,091,232 |
16,275,470 |
||
|
Due after one year |
|||||
|
Loans and borrowings |
395,000 |
10,875,000 |
- |
10,875,000 |
|
Other borrowings
Included in other borrowings is an amounting owing to RX Bridge Limited for £nil (2024 - £700,000). This is a working capital facility provided to pharmacies rather than relying on the timing of NHS funds. This creditor relates to the early drawdown on the facility prior to the receipts detailed on the NHS statements for the month.
|
Loans and borrowings |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Current loans and borrowings |
||||
|
Bank borrowings |
22,070,939 |
8,976,667 |
22,070,939 |
8,976,667 |
|
Loan notes |
2,551,630 |
6,910,140 |
2,551,630 |
6,910,140 |
|
24,622,569 |
15,886,807 |
24,622,569 |
15,886,807 |
|
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Non-current loans and borrowings |
||||
|
Bank borrowings |
395,000 |
10,875,000 |
- |
10,875,000 |
Bank borrowings
A bank loan with a carrying amount at year end of £14,070,939 (2024 - £12,351,667) is denominated in Sterling with the interest percentage charged at 2% above bank base rates. The loan is repayable in quarterly instalments of £375,000 with a final repayment in April 2025. The bank loan was refinanced post year end.
A revolving bank loan facility with a carrying amount at year end of £8,000,000 (2024 - £7,500,000) is denominated in Sterling with the interest percentage charged at 2% above base rate. The loan is repayable in one payment due on 31 March 2025. The bank loan was refinanced post year end.
A bank loan facility with a carrying amount of £395,000 (2024 - £nil) is denominated in Sterling with the interest percentage charged at 7.5% above base rate. The loan was repaid in full post year end.
The bank loans are secured by fixed charges over the group's fixed assets and goodwill and a floating charge over the remainder of the group's assets. The bank loans carry a negative pledge whereby the group is unable to create valuable security over the property pledged as collateral without the prior consent of the lender.
Enimed (Holdings) Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
Loan notes
Loan notes which are disclosed as repayable on demand as there are no fixed repayment terms, carry interest at 3%, with a stepped interest rate of 12% after the second year if the loan notes remain outstanding. The loan notes were fully repaid post year end.
Following the year end the group refinanced the bank loans and loan notes into two loans including a term loan and revolving facility.
|
Provisions for liabilities |
Group
|
NHS reimbursement |
Deferred tax |
Total |
|
|
At 1 April 2024 |
- |
|
|
|
Additional provisions |
|
|
|
|
At 31 March 2025 |
|
|
|
|
|
|||
The NHS reimbursement provision is to cover clawback of potential over-reimbursement received in the current financial year, which will be clawed back over the next 12 months via adjustment through Category M medicines.
The dilapidations are potentially due to be paid upon termination of the lease of the branch that they relate to.
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
|
Share capital |
Allotted, called up and fully paid shares
|
2025 |
2024 |
|||
|
No. |
£ |
No. |
£ |
|
|
A Ordinary shares of £1 each |
124 |
124 |
124 |
124 |
|
B Ordinary shares of £1 each |
66 |
66 |
66 |
66 |
|
C Ordinary shares of £1 each |
10 |
10 |
10 |
10 |
|
200 |
200 |
200 |
200 |
|
The different classes of share referred to above carry separate rights to dividends but, in all other significant respects, rank pari passu.
|
Reserves |
Group
Called up share capital
Share capital represents the issued share capital of the company
Profit and loss account
Represents the cumulative profit and losses, net of dividends and other adjustments
Non-controlling interest
Represents the interest in net assets and profits or losses of subsidiaries, which have external shareholders.
Enimed (Holdings) Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
Company
Called up share capital
Share capital represents the issued share capital of the company
Profit and loss account
Represents cumulative profit and losses, net of dividends and other adjustments
|
Obligations under leases |
Group
Operating leases
The total of future minimum lease payments is as follows:
|
2025 |
2024 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
Later than five years |
|
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £1,265,051 (2024 - £1,094,619).
Operating leases - lessor
The total of future minimum lease payments is as follows:
|
2025 |
2024 |
|
|
Not later than one year |
|
|
|
|
|
Property rental income earned during the year was £221,439 (2024 - £209,302). No contingent rents have been recognised as income.
|
Analysis of changes in net debt |
Group
|
At 1 April 2024 |
Cash flows |
Other non-cash changes |
At 31 March 2025 |
|
|
Cash and cash equivalents |
||||
|
Cash at bank and in hand |
3,572,086 |
551,486 |
- |
4,123,572 |
|
3,572,086 |
551,486 |
- |
4,123,572 |
|
|
Borrowings |
||||
|
Bank loans due within one year |
(8,976,667) |
(2,219,272) |
(10,875,000) |
(22,070,939) |
|
Bank loans due after more than one year |
(10,875,000) |
(395,000) |
10,875,000 |
(395,000) |
|
Other borrowings |
(700,000) |
700,000 |
- |
- |
|
Loan notes |
(6,910,140) |
4,358,510 |
- |
(2,551,630) |
|
(27,461,807) |
2,444,238 |
- |
(25,017,569) |
|
|
|
||||
|
( |
|
- |
( |
|
Enimed (Holdings) Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Related party transactions |
Group
Summary of transactions with other related parties
During the year, the group received funds from entities owning participating interests in a subsidiary of £1,200,000 (2024 - £1,721,759). As at the year end, the amount owed to the entities owning participating interests in a subsidiary was £2,920,000 (2024 £1,721,759). There are no fixed repayment terms and no interest is charged on the loan.
During the year, the group made loan repayments to directors of £nil (2024 - £203,587). The directors advanced monies to the group of £646,769 (2024 - £nil). At the year end, the amount due to the directors was £1,304,930 (2024 - £658,161).
Company
During the year, the company received funds from an entity with common directors of £80,000 (2024 - £nil). There are no fixed repayment terms or interest charged on the loan. As at the year end, the amount due to the related company was £115,000 (2024 - £35,000).
During the year, the company received repayments from a subsidiary of £1,763,146 (2024 - £1,867,477). There are no fixed repayment terms. Interest of £1,604,006 (2024 - £1,527,523) is charged on this loan at a rate of 13.3% (2024 - 10.2%). As at the year end, the amount due from the subsidiary company was £11,120,674 (2024 - £12,922,193).
|
Financial instruments |
Group
Financial assets measured at fair value
Interest rate swap
In 2024 the Group's interest rate swap contracts were valued at the present value of future cash flows estimated and discounted based on the applicable yield curves derived from quoted interest rates. The overall movement on this valuation for 2024 was a loss of £401,504 to the closure of the position in January 2024.
Items of income, expense, gains or losses
|
1 April 2024 to 31 March 2025 |
Income |
Expense |
Net gains |
Net losses |
|
Financial liabilities measured at amortised cost |
- |
1,428,842 |
- |
- |
|
1 February 2023 to 31 March 2024 |
Income |
Expense |
Net gains |
Net losses |
|
Financial assets measured at fair value through profit or loss |
447,829 |
- |
- |
401,504 |
|
Financial liabilities measured at amortised cost |
- |
1,841,850 |
- |
- |
|
447,829 |
1,841,850 |
- |
401,504 |
The total interest expense for financial liabilities not measured at fair value through profit or loss is £1,428,842 (2024 - £1,841,850).
Enimed (Holdings) Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Non adjusting events after the financial period |
|
|
|
Control |
The ultimate controlling party is