Registration number:
Amarox Limited
for the Year Ended 31 March 2025
Amarox 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 Statement of Comprehensive Income |
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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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Statement of Cash Flows |
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Notes to the Financial Statements |
Amarox Limited
Company Information
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Directors |
Manoj Prakash Venkata Narasa Reddy Attunuri Murali Krishna Reddy Bheemireddy |
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Registered office |
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Auditors |
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Amarox 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 selling and distribution of pharmaceutical products.
Fair review of the business
During the period the group's turnover increased from £38,281,592 to £40,075,852. In the previous year a pre-tax loss of £3,560,577 was recorded while in this period a pre-tax loss of £3,560,595 was recorded.
At 31 March 2025, the group had net liabilities of £8,228,229 (2024 - £5,855,762).
The company's key financial and other performance indicators during the year were as follows:
|
Financial KPIs |
Unit |
2025 |
2024 |
|
Turnover |
£ |
40,075,852 |
38,281,592 |
|
Gross Profit |
£ |
8,764,414 |
9,069,921 |
|
(Loss) / Profit before tax |
£ |
(3,560,595) |
(3,560,577) |
Principal risks and uncertainties
The directors recognise that within the business there are a number of risks which may affect the performance of the company. These risks are subject to regular review and where appropriate policies, processes and controls are established to minimise the level of exposure. The group undertakes the following measures to mitigate risks:
1. Having multiple service providers such as warehouse, freight forwarders to mitigate risk of dependency.
2. Advance stock planning to avoid penalties.
3. Training program for employees to be up to date with the new laws.
4. Regular site audits of the manufacturer and service providers.
Approved and authorised by the
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......................................... |
Amarox 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 group
The directors who held office during the year were as follows:
Future developments
As part of strategy for the coming future, the plan is to introduce new products in the portfolio and increase the market share of the current products.
In addition to that that group has plans to improve cost of goods and other direct costs.
Going concern
The directors have assessed the going concern basis of the group and company and have determined that this is appropriate on the basis that they have the full support financially and otherwise of the parent company to meet the group and company's working capital needs and continue its business operations for the foreseeable future.
Important non adjusting events after the financial period
Following the year end, in May 2025, the group incorporated a new subsidiary, Amarox Pharma Sp. z o.o, in Poland.
In June 2025 the group disposed of its 100% shareholding in Amarox Pharma B.V to its immediate parent company. As the transaction occurred after the reporting date, it has not been reflected in these financial statements. The transaction resulted in a gain of approximately £126,000, which will be recognised in the next financial year.
Disclosure of information to the auditor
Each director has taken 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
In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Smartax Limited as auditors of the company is to be proposed at the forthcoming Annual General Meeting.
Approved and authorised by the
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......................................... |
Amarox Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
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• |
select suitable accounting policies and apply them consistently; |
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• |
make judgements and accounting estimates that are reasonable and prudent; |
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• |
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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• |
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.
Amarox Limited
Independent Auditor's Report to the Members of Amarox Limited
Opinion
We have audited the financial statements of Amarox Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, 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 loss 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.
Material uncertainty related to going concern
We draw attention to Note 2 in the financial statements which indicates that the group incurred a net loss of £3,388,859 during the year ended 31 March 2025 and, as at that date, had net current liabilities of £672,003. As stated in Note 2, the group is reliant on the financial support of its immediate parent company. There is, however, no contractual certainty that this financial support will continue, as the support confirmations providided are not legally binding. These events and conditions, along with other matters as set forth in Note 2, indicate that a material uncertainty exists that may cast significant doubt on the group's and company's ability to continue as a going concern. The financial statements do not include adjustments that would result if the group were unable to continue as a going concern.
Our opinion is not modified in respect of this matter.
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.
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 included in the annual report, other than the financial statements and our auditor’s report 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.
Amarox Limited
Independent Auditor's Report to the Members of Amarox Limited (continued)
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.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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• |
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 |
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• |
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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters 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 4], the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor 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.
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:
Amarox Limited
Independent Auditor's Report to the Members of Amarox Limited (continued)
We gained an understanding of the legal and regulatory framework applicable to the group and company and the industry in which it operates, and considered the risk of acts by the group and company that were contrary to applicable laws and regulations, including fraud. Our audit procedures were designed to respond to the risk, 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 or intentional misrepresentations, or through collusion.
We focused on laws and regulations that could give rise to a material misstatement in the financial statements, including, but not limited to, financial reporting legislation, the Companies Act 2006, distributable profits legislation and UK pensions and tax legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management regarding correspondence with regulators and tax authorities.
There are inherent limitations in the audit procedures described above 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 would become aware of it and therefore we have communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indication of fraud or non-compliance with laws and regulations throughout the audit.
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 management bias in accounting estimates. We addressed the risk of management override of internal controls through testing journals. We evaluated whether there was evidence of bias by the directors in accounting estimates that represented a risk of material misstatement due to fraud. We challenged assumptions and judgements made by management in any significant accounting estimates.
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 company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
......................................
For and on behalf of
North Harrow
Harrow
HA2 7SE
Amarox Limited
Consolidated Profit and Loss Account for the Year Ended 31 March 2025
|
Note |
2025 |
2024 |
|
|
Turnover |
|
|
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Distribution costs |
( |
( |
|
|
Administrative expenses |
( |
( |
|
|
Other operating income |
|
|
|
|
Operating loss |
( |
( |
|
|
Other interest receivable and similar income |
|
|
|
|
Interest payable and similar expenses |
( |
( |
|
|
(2,120,232) |
(1,602,110) |
||
|
Loss before tax |
( |
( |
|
|
Tax on loss |
|
|
|
|
Loss for the financial year |
( |
( |
|
|
Profit/(loss) attributable to: |
|||
|
Owners of the company |
( |
( |
Amarox Limited
Consolidated Statement of Comprehensive Income for the Year Ended 31 March 2025
|
2025 |
2024 |
|
|
Loss for the year |
( |
( |
|
Foreign currency translation gains |
|
|
|
Total comprehensive income for the year |
( |
( |
|
Total comprehensive income attributable to: |
||
|
Owners of the company |
( |
( |
Amarox Limited
(Registration number: 10997632)
Consolidated Balance Sheet as at 31 March 2025
|
Note |
2025 |
2024 |
|
|
Fixed assets |
|||
|
Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
Investment property |
- |
|
|
|
Debtors |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Stocks |
|
|
|
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current (liabilities)/assets |
( |
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Provisions for liabilities |
- |
( |
|
|
Net liabilities |
( |
( |
|
|
Capital and reserves |
|||
|
Called up share capital |
8,457,161 |
8,457,161 |
|
|
Capital contribution reserve |
1,465,816 |
1,720,008 |
|
|
Other reserves |
303,869 |
303,869 |
|
|
Retained earnings |
(18,455,075) |
(16,336,800) |
|
|
Equity attributable to owners of the company |
(8,228,229) |
(5,855,762) |
|
|
Shareholders' deficit |
(8,228,229) |
(5,855,762) |
Approved and authorised by the
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......................................... |
Amarox Limited
(Registration number: 10997632)
Balance Sheet as at 31 March 2025
|
Note |
2025 |
2024 |
|
|
Fixed assets |
|||
|
Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
Investment property |
- |
|
|
|
Investments |
|
|
|
|
Debtors |
|
- |
|
|
|
|
||
|
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 |
( |
( |
|
|
Provisions for liabilities |
- |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
8,457,161 |
8,457,161 |
|
|
Capital contribution reserve |
1,465,816 |
1,720,008 |
|
|
Retained earnings |
1,717,743 |
1,677,444 |
|
|
Shareholders' funds |
11,640,720 |
11,854,613 |
The company made a loss after tax for the financial year of £829,476 (2024 - loss of £1,851,043).
Approved and authorised by the
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Amarox Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 March 2025
Equity attributable to the parent company
|
Share capital |
Capital contribution reserve |
Other reserves |
Retained earnings |
Total |
Total equity |
|
|
At 1 April 2024 |
|
|
|
( |
( |
( |
|
Loss for the year |
- |
- |
- |
( |
( |
( |
|
Other comprehensive income |
- |
- |
- |
|
|
|
|
Total comprehensive income |
- |
- |
- |
( |
( |
( |
|
Other capital contribution reserve movements |
- |
(254,192) |
- |
- |
(254,192) |
(254,192) |
|
Other movements on reserves |
- |
- |
- |
869,775 |
869,775 |
869,775 |
|
At 31 March 2025 |
|
|
|
( |
( |
( |
|
Share capital |
Capital contribution reserve |
Other reserves |
Retained earnings |
Total |
Total equity |
|
|
At 1 April 2023 |
|
- |
|
( |
( |
( |
|
Loss for the year |
- |
- |
- |
( |
( |
( |
|
Other comprehensive income |
- |
- |
- |
|
|
|
|
Total comprehensive income |
- |
- |
- |
( |
( |
( |
|
New share capital subscribed |
|
- |
- |
- |
|
|
|
Other capital contribution reserve movements |
- |
1,720,008 |
- |
- |
1,720,008 |
1,720,008 |
|
Other movements on reserves |
- |
- |
- |
595,872 |
595,872 |
595,872 |
|
At 31 March 2024 |
8,457,161 |
1,720,008 |
303,869 |
(16,336,800) |
(5,855,762) |
(5,855,762) |
Amarox Limited
Statement of Changes in Equity for the Year Ended 31 March 2025
|
Share capital |
Capital contribution reserve |
Retained earnings |
Total |
|
|
At 1 April 2024 |
|
|
|
|
|
Loss for the year |
- |
- |
( |
( |
|
Other capital contribution reserve movements |
- |
(254,192) |
- |
(254,192) |
|
Other movements on reserves |
- |
- |
869,775 |
869,775 |
|
At 31 March 2025 |
|
|
|
|
|
Share capital |
Capital contribution reserve |
Retained earnings |
Total |
|
|
At 1 April 2023 |
|
- |
|
|
|
Loss for the year |
- |
- |
( |
( |
|
New share capital subscribed |
|
- |
- |
|
|
Other capital contribution reserve movements |
- |
1,720,008 |
- |
1,720,008 |
|
Other movements on reserves |
- |
- |
595,872 |
595,872 |
|
At 31 March 2024 |
8,457,161 |
1,720,008 |
1,677,444 |
11,854,613 |
Amarox Limited
Consolidated Statement of Cash Flows for the Year Ended 31 March 2025
|
Note |
2025 |
2024 |
|
|
Cash flows from operating activities |
|||
|
Loss for the year |
( |
( |
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Profit on disposal of intangible assets |
- |
( |
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
( |
( |
|
|
Foreign exchange gains/losses |
|
|
|
|
( |
( |
||
|
Working capital adjustments |
|||
|
Increase in stocks |
( |
( |
|
|
Increase in trade debtors and other receivables |
( |
( |
|
|
Increase in trade creditors and other payables |
|
|
|
|
Cash generated from operations |
|
|
|
|
Income taxes paid |
( |
( |
|
|
Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Acquisition of intangible assets |
( |
( |
|
|
Proceeds from sale of intangible assets |
- |
|
|
|
Acquisition of investment properties |
- |
( |
|
|
Net cash flows from investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
- |
( |
|
|
Proceeds from issue of ordinary shares, net of issue costs |
- |
|
|
|
Net cash flows from financing activities |
- |
|
|
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
|
Cash and cash equivalents at 1 April |
|
|
|
|
Cash and cash equivalents at 31 March |
1,301,247 |
1,417,671 |
|
Amarox Limited
Statement of Cash Flows for the Year Ended 31 March 2025
|
Note |
2025 |
2024 |
|
|
Cash flows from operating activities |
|||
|
Loss for the year |
( |
( |
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Profit on disposal of intangible assets |
- |
( |
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
( |
( |
|
|
Foreign exchange gains/losses |
|
|
|
|
|
( |
||
|
Working capital adjustments |
|||
|
Increase in stocks |
( |
( |
|
|
Increase in trade debtors and other receivables |
( |
( |
|
|
Increase in trade creditors and other payables |
|
|
|
|
Cash generated from operations |
|
|
|
|
Income taxes paid |
( |
( |
|
|
Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
- |
|
|
Loans to subsidiaries |
( |
( |
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Acquisition of intangible assets |
( |
- |
|
|
Proceeds from sale of intangible assets |
- |
|
|
|
Acquisition of investment properties |
- |
( |
|
|
Net cash flows from investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
- |
( |
|
|
Proceeds from issue of ordinary shares, net of issue costs |
- |
|
|
|
Net cash flows from financing activities |
- |
|
|
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
|
Cash and cash equivalents at 1 April |
|
|
|
|
Cash and cash equivalents at 31 March |
93,018 |
137,797 |
|
Amarox 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 Kingdon
These financial statements were authorised for issue by the
|
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 that as disclosed in the accounting policies certain items are shown at fair value.
Amarox Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
2 |
Accounting policies (continued) |
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2025.
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.
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.
Amarox Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
2 |
Accounting policies (continued) |
Going concern
The group made a net loss of £3,388,859 (2024 - £3,034,762) for the period and had net current liabilities of £672,003 (2024 - net current assets of £1,402,133) as at the period end date. The company made a net loss of £829,476 (2024 - £1,851,043) and had net current liabilities of £3,941,805 (2024 - £737,385) as at the period end date.
The group is part of a larger group, whose activities have been largely financed to date by its immediate parent company, Hetero FZCO, who have undertaken to continue to support the group's working capital requirements and business operations for the foreseeable future.
The group's major creditor is the debt of £21,046,524 (2024 - £19,100,997) owed to the parent company as referred to in note 25. The parent company has confirmed that they shall not recall, demand or request any repayment of the loans provided; except that insofar as the funds of the group and company permits repayment and that such repayment will not adversely affect the ability of the group and company to carry on their business operations as a going concern.
The company has also made significant investments in its subsidiary undertakings and there are uncertainties on the recoverability of those investments as disclosed in note 16. The parent company has confirmed that it will fully repay these investments in the event that they are not recoverable.
Based on this and after making enquiries, the directors believe that the group and company has adequate resources to continue in operational existence for the foreseeable future and at least for twelve months from the date of signing.
Accordingly, the directors continue to adopt the going concern basis in preparing the accounts. As such the accounts do not contain adjustments that would be required if the group or company was unable to continue as a going concern.
Judgements
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. Actual outcome may differ. |
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 specific criteria have been met for each of the group's activities.
In addition to the amounts of revenue derived from selling and distribution of pharmaceutical products from third parties, significant turnover is generated from inter-company recharges. Cost recharges made to fellow group companies are applied with a profit mark-up.
Amarox Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
2 |
Accounting policies (continued) |
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises deferred tax. Tax is recognised in profit or loss, except that a change 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 tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
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 |
|
Leasehold land and buildings |
Over 50 years |
|
Computer equipment |
Over 3 years |
|
Office equipment |
Over 5 years |
Investment property
Amarox Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
2 |
Accounting policies (continued) |
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 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. 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
Intangible fixed assets are measured at cost less accumulative amortisation and any accumulative impairment losses. Any product registration fees are written off to the profit and loss account.
The significant intangibles recognised by the group relate to externally acquired licences.
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 |
Over 3 years |
|
Licences |
Over 3 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.
Amarox Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
2 |
Accounting policies (continued) |
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. 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 receivables.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
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 subsequently measured at amortised cost using the effective interest method.
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.
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.
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.
Amarox Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
2 |
Accounting policies (continued) |
Financial instruments
Classification
Recognition and measurement
Investments in non-convertible preference shares and in non-puttable ordinary and preference shares are measured:
i. At fair value with changes recognised in profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably;
ii. At cost less impairment for all other investments.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in profit or loss.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and the best estimate, which is an approximation, of the amount that the group would receive for the asset if it were to be sold at the reporting date.
Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Impairment
Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Amarox Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
Turnover |
The analysis of the group's turnover for the year from continuing operations is as follows:
|
2025 |
2024 |
|
|
Sale of goods |
|
|
|
Rendering of services |
|
|
|
|
|
The analysis of the group's turnover for the year by market is as follows:
|
2025 |
2024 |
|
|
UK |
|
|
|
Rest of world |
|
|
|
|
|
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
|
2025 |
2024 |
|
|
Other operating income |
|
|
|
Other gains and losses |
The analysis of the group's other gains and losses for the year is as follows:
|
2025 |
2024 |
|
|
Gain on disposal of intangible assets |
- |
|
Amarox Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
Operating loss |
Arrived at after charging/(crediting)
|
2025 |
2024 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Impairment loss |
|
- |
|
Foreign exchange losses |
|
|
|
Other interest receivable and similar income |
|
2025 |
2024 |
|
|
Other finance income |
|
|
|
Interest payable and similar expenses |
|
2025 |
2024 |
|
|
Interest expense on other finance liabilities |
|
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2025 |
2024 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2025 |
2024 |
|
|
Administration and support |
|
|
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
Amarox Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
10 |
Directors' remuneration (continued) |
|
2025 |
2024 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
439,321 |
430,321 |
|
Auditors' remuneration |
|
2025 |
2024 |
|
|
Audit of these financial statements |
44,871 |
44,247 |
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2025 |
2024 |
|
|
Current taxation |
||
|
UK corporation tax |
- |
( |
|
UK corporation tax adjustment to prior periods |
- |
( |
|
- |
(426,630) |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
( |
- |
|
Arising from changes in tax rates and laws |
- |
( |
|
Arising from write-down or reversal of write-down of deferred tax asset |
|
- |
|
Total deferred taxation |
( |
( |
|
Tax receipt in the income statement |
( |
( |
The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2024 - the same as the standard rate of corporation tax in the UK) of
The differences are reconciled below:
Amarox Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
12 |
Taxation (continued) |
|
2025 |
2024 |
|
|
Loss before tax |
( |
( |
|
Corporation tax at standard rate |
( |
( |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Tax (decrease)/increase from effect of capital allowances and depreciation |
( |
|
|
Decrease in UK and foreign current tax from adjustment for prior periods |
- |
( |
|
Tax increase from effect of unrelieved tax losses carried forward |
|
|
|
Deferred tax credit from unrecognised tax loss or credit |
( |
( |
|
Total tax credit |
( |
( |
|
Intangible assets |
Group
|
Other intangible assets |
Total |
|
|
Cost or valuation |
||
|
At 1 April 2024 |
|
|
|
Additions acquired separately |
|
|
|
At 31 March 2025 |
|
|
|
Amortisation |
||
|
At 1 April 2024 |
|
|
|
Amortisation charge |
|
|
|
At 31 March 2025 |
|
|
|
Carrying amount |
||
|
At 31 March 2025 |
|
|
|
At 31 March 2024 |
|
|
Amarox Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
13 |
Intangible assets (continued) |
Company
|
Other intangible assets |
Total |
|
|
Cost or valuation |
||
|
At 1 April 2024 |
|
|
|
Additions acquired separately |
|
|
|
At 31 March 2025 |
|
|
|
Amortisation |
||
|
At 1 April 2024 |
|
|
|
Amortisation charge |
|
|
|
At 31 March 2025 |
|
|
|
Carrying amount |
||
|
At 31 March 2025 |
|
|
|
At 31 March 2024 |
|
|
Amarox Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
Tangible assets |
Group
|
Land and buildings |
Furniture, fittings and equipment |
Total |
|
|
Cost or valuation |
|||
|
At 1 April 2024 |
- |
|
|
|
Additions |
|
|
|
|
Transfers to/from investment property |
|
- |
|
|
At 31 March 2025 |
|
|
|
|
Depreciation |
|||
|
At 1 April 2024 |
- |
|
|
|
Charge for the year |
|
|
|
|
At 31 March 2025 |
|
|
|
|
Carrying amount |
|||
|
At 31 March 2025 |
|
|
|
|
At 31 March 2024 |
- |
|
|
Included within the net book value of land and buildings above is £9,455,438 (2024 - £Nil) in respect of long leasehold land and buildings and £Nil (2024 - £Nil) in respect of short leasehold land and buildings.
Company
Amarox Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
14 |
Tangible assets (continued) |
|
Land and buildings |
Furniture, fittings and equipment |
Total |
|
|
Cost or valuation |
|||
|
At 1 April 2024 |
- |
|
|
|
Additions |
|
|
|
|
Transfers to/from investment property |
|
- |
|
|
At 31 March 2025 |
|
|
|
|
Depreciation |
|||
|
At 1 April 2024 |
- |
|
|
|
Charge for the year |
|
|
|
|
At 31 March 2025 |
|
|
|
|
Carrying amount |
|||
|
At 31 March 2025 |
|
|
|
|
At 31 March 2024 |
- |
|
|
Included within the net book value of land and buildings above is £9,455,438 (2024 - £Nil) in respect of long leasehold land and buildings and £Nil (2024 - £Nil) in respect of short leasehold land and buildings.
|
Investment properties |
Group
|
2025 |
|
|
At 1 April |
|
|
Transfers to and from tangible assets |
( |
|
At 31 March |
- |
There has been no valuation of investment property by an independent valuer. The property was acquired in November 2023 and the directors believe the property was transferred at fair value.
Amarox Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
15 |
Investment properties (continued) |
Company
|
2025 |
|
|
At 1 April |
|
|
Transfers to and from tangible assets |
( |
|
At 31 March |
- |
There has been no valuation of investment property by an independent valuer. The property was acquired in November 2023 and the directors believe the property was transferred at fair value.
|
Investments |
Company
|
2025 |
2024 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 1 April 2024 |
|
|
Additions |
|
|
At 31 March 2025 |
|
|
Provision |
|
|
At 1 April 2024 |
|
|
Carrying amount |
|
|
At 31 March 2025 |
|
|
At 31 March 2024 |
|
Details of undertakings
Details of the investments 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 |
||||
|
|
Spain |
|
|
|
|
|
Netherlands |
|
|
|
|
|
France |
|
|
|
Amarox Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
16 |
Investments (continued) |
|
Subsidiary undertakings |
|
Tarbis Farma S.L The principal activity of Tarbis Farma S.L is |
|
Amarox Pharma B.V The principal activity of Amarox Pharma B.V is |
|
Amarox Pharma France The principal activity of Amarox Pharma France is |
Included within the investment in subsidiary undertakings are unsecured loans amounting to £22,718,669 (2024 - £20,581,190). The loans to Tarbis Farma S.L are charged at a commercial rate of interest and are repayable by June 2025. The loans to Amarox B.V are charged at a commercial rate of interest and are repayable within five years.
The directors are uncertain whether the investment on shares or loans in subsidiary undertakings will be fully recoverable. However the parent company has provided guarantees to fully repay these sums in the event that they are not recoverable and on that basis they have not been impaired any further.
|
Stocks |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Stock for resale |
|
|
|
|
Amarox Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
Debtors |
|
Group |
Company |
||||
|
Current |
Note |
2025 |
2024 |
2025 |
2024 |
|
Trade debtors |
|
|
|
|
|
|
Amounts owed by related parties |
|
|
- |
|
|
|
Other debtors |
|
|
|
|
|
|
Prepayments |
|
|
|
|
|
|
Accrued income |
|
|
|
- |
|
|
Income tax asset |
|
|
|
|
|
|
|
|
|
|
||
|
Group |
Company |
||||
|
Non-current |
Note |
2025 |
2024 |
2025 |
2024 |
|
Deferred tax assets |
|
|
|
- |
|
|
|
|
|
- |
||
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Cash at bank |
|
|
|
|
Amarox Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
Creditors |
|
Group |
Company |
||||
|
Note |
2025 |
2024 |
2025 |
2024 |
|
|
Due within one year |
|||||
|
Trade creditors |
|
|
|
|
|
|
Amounts due to related parties |
|
|
|
|
|
|
Social security and other taxes |
|
|
|
|
|
|
Outstanding defined contribution pension costs |
|
|
|
|
|
|
Other payables |
|
|
|
|
|
|
Accruals |
|
|
|
|
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Amounts due to related parties |
|
|
|
|
|
|
Provisions for liabilities |
Group
|
Deferred tax |
Total |
|
|
At 1 April 2024 |
|
|
|
Provisions used |
( |
( |
|
At 31 March 2025 |
- |
- |
|
|
||
Company
|
Deferred tax |
Total |
|
|
At 1 April 2024 |
|
|
|
Provisions used |
( |
( |
|
At 31 March 2025 |
- |
- |
|
|
||
Amarox Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
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. |
£ |
|
|
|
|
8,457,161 |
|
8,457,161 |
|
Obligations under leases and hire purchase contracts |
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 |
|
|
|
|
|
Amarox Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
24 |
Obligations under leases and hire purchase contracts (continued) |
Company
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 |
|
|
|
|
|
|
Related party transactions |
Group
Amounts due to and from group undertakings at 31 March 2025 are aggregated as permitted by FRS 102 and shown separately in debtors and creditors.
In accordance with FRS 102, exemption is taken not to disclose transactions in the year between wholly owned group undertakings.
As at 31 March 2025 the sum of £21,046,524 (2024 - £19,100,997) is included within amounts due to related parties. This balance relates to unsecured loans from the immediate parent company, Hetero FZCO, on which interest is being charged. Annual repayments are due, with the full loan repayable by March 2028.
As at 31 March 2025 an amount of £2,871,394 (2024 - £815,812) was due to Hetero SL, a company in which the ultimate parent company holds a 50% shareholding. This balance relates to unsecured loans on which interest is being charged. Repayments are due from 31 January 2028. This is included within creditors as amounts owed to related parties.
As at 31 March 2025 an amount of £5,964,393 (2024 - £Nil) was due to Amarox Pharma GmbH, a fellow group company, relating to unsecured loans. Interest is being charged and repayments are due by May 2029. This is included within creditors as amounts owed to related parties.
Also included in creditors, within amounts due to related parties, is the amount of £18,781,913 (2024 - £14,847,234) relating to unsecured short term loans from other group companies.
Also included in debtors within amounts due from related parties is the amount of £29,038 (2024 - £70,592) relating to unsecured short term loans to other group companies.
Amarox Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
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25 |
Related party transactions (continued) |
Company
As at 31 March 2025 the sum of £19,881,268 (2024 - £19,100,997) is included within amounts due to related parties. This balance relates to unsecured loans from the parent company, Hetero FZCO, on which interest is being charged. Annual repayments are due, with the full loan repayable by March 2028.
As at 31 March 2025 an amount of £2,871,394 (2024 - £815,812) was due to Hetero SL, a company in which the ultimate parent company holds a 50% shareholding. This balance relates to unsecured loans on which interest is being charged. Repayments are due from 31 January 2028. This is included within creditors as amounts owed to related parties.
As at 31 March 2025 an amount of £5,964,393 (2024 - £Nil) was due to Amarox Pharma GmbH, a fellow group company, relating to unsecured loans. Interest is being charged and repayments are due by May 2029. This is included within creditors as amounts owed to related parties.
Also included in creditors, within amounts due to related parties, is the amount of £15,622,235 (2024 - £14,847,234) relating to unsecured short term loans from other group companies.
Also included in debtors within amounts due from related parties is the amount of £NIL (2024 - £1,745) relating to unsecured short term loans to other group companies.
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Parent and ultimate parent undertaking |
The company's immediate parent is
The ultimate parent is
In the opinion of the directors, there is no one ultimate controlling party.
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Non adjusting events after the financial period |
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