The directors present the strategic report for the year ended 31 March 2025.
The results for the year show a pre-tax profit of £5,925,614 (2024: £4,017,549) and sales of £69,936,973 (2024: £63,446,035).
The company has net assets of £13,450,268 (2024: £10,631,786).
The year to March 2025 has seen continued growth providing a high quality service to its patients and other stakeholders. The business continues to invest significantly in people and systems to ensure that the Group maintains its position as the largest independent stoma and urology delivery company (DAC) in the UK.
During the year the fair value of the net assets of the group to which this entity relates were acquired as part of a business combination. As part of the acquisition, Hamsard 3751 Limited received investment from Lloyds Development Capital (LDC) alongside existing vendors and senior management. The investment by LDC will enable the group to improve the quality of service offering to more patients while scaling operations.
The business continues to invest in operations to support the business model as it grows to support and dispense to more patients in the UK while offering a bespoke and competitive service to the NHS. Continued investment in people, technologies and infrastructure ensures that the group is on target to meet targets and forecasts.
Management of the business and the execution of the group's strategy is subject to various risks. The key business risks and uncertainties affecting the group are considered to relate to:
Business risk
The management of the business is subject to certain risks. These include the risk of competition, loss of key personnel and the risk of losing the Dispensing Appliance Contractor (DAC) Licences which are held by other group entities. Management deal with risks in a proactive manner to minimise any loss of trade to the group.
Economic risk
The key business risks and uncertainties affecting the group are considered to relate to the economy in general and the healthcare industry in particular. Other factors include competition from both national and independent healthcare distributors, employee retention and product availability.
Credit risk
Credit risk remains an area of focus for the business, ensuring that patients for whom the company dispenses are matched with issued prescriptions. The business continually monitors debt levels and reviews for reasonableness of recovery as part of its ongoing operations and to mitigate risks to cash flow.
It is envisaged that when assessing the performance of the business against key performance indicators such as turnover, gross profit, cost control and overall profitability, the company will continue to perform well and develop in line with its business plan.
The directors have considered the future activities of the company and consider that they are well placed to manage their business risks and take advantage of any business opportunities that arise.
The Board of Directors, in line with their duties under s172 of the Companies Act 2006, act in a way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, and in doing so have regard to a range of matters when making decisions for the long term. Key decisions and matters that are of strategic importance to the Company are appropriately informed by s172 factors.
Details of the Company's key stakeholders and how we engage with them are set out below.
Colleagues
Our people are crucial to our success as a company and, with that in mind, we have continued to engage closely with them and invest in appropriate training and development. We ensure that all appropriate policies and procedures are in place to promote employee wellbeing and that employees have access to support where needed, be that via health schemes or confidential whistleblowing lines.
Customers
We strive to ensure that our customers receive class-leading service across the company, built on our long-standing and deeply embedded relationships. The Company is committed to maintaining good long-term relationships with customers.
Suppliers
We engage closely with our suppliers to ensure that our relationships are mutually beneficial and long lasting. We onboard suppliers in a controlled manner.
Communities
We aim to work closely with the communities in which we operate and have ensured that where possible we support charitable work carried out by our employees. We also ensure that all staff are aware of the Modern Slavery Act 2015 policy and statement.
Government and regulators
A key area of focus for the business is ensuring compliance with all applicable laws and regulations. The board is kept fully abreast of any legal and regulatory developments as and when they arise. Going forward the directors will continue the strong compliance culture in the business, adhering to the robust corporate governance policies.
Prior year adjustment
During the year the Directors have introduced a policy in respect of providing against potential doubtful debts based on historical data and other external factors. A provision ahs been recognised in the current period accounts although a material proportion of this relates to prior accounting periods. A prior year adjustment has been made to reflect this as explained in note 20.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2025.
The directors have considered the company’s financial position, its cash flow forecasts, and its future trading prospects. After making appropriate enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.
The results for the year are set out on page 9.
Ordinary dividends were paid amounting to £2,100,000. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
There are no events or conditions after the balance sheet date requiring adjustment or disclosure within these financial statements.
The auditor, DSG, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
The company is a subsidiary undertaking and included within the consolidated accounts of Hamsard 3751 Limited at 29 March 2025 which include the required disclosures on energy consumption.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of Charles S. Bullen Stomacare Limited (the 'company') for the year ended 31 March 2025 which comprise the statement of income and retained earnings, the balance sheet and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Emphasis of matter
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity. The following laws and regulations were identified as being of significance to the entity:
Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation, and distributable profits legislation.
Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business and therefore may have a material effect on the financial statements include environmental regulations, health and safety legislation, trades description act, employment legislation and pharmaceutical regulations in accordance with the health and social care act 2012.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of journal entries; reviewing post year end payments for evidence of claims pay outs and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud.
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
The notes on pages 12 to 23 form part of these financial statements.
Charles S. Bullen Stomacare Limited is a private company limited by shares incorporated in England and Wales. The registered office is Units 17-20, Glacier Building, Brunswick Business Park, Harrington Road, Liverpool.
The principal activity of the company is disclosed in the Strategic Report.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest pound sterling.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Hamsard 3751 Limited. These consolidated financial statements are available from its registered office, Unit 17-20 Glacier Buildings, Harrington Road, Brunswick Business Park, Liverpool, L3 4BH.
The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of Trade Receivables
Trade receivables are recognised at their transaction price less any provision for impairment. The company reviews trade receivables at each reporting date to assess whether there is objective evidence that any amounts will not be recovered in full.
Provisions for doubtful debts are determined using historical empirical recovery data from dealings with local authorities over a representative period. This historical experience is adjusted for current conditions and any specific information available about individual balances. Where there is evidence that a receivable will not be recovered in full, a specific provision is made.
Management exercises judgement in determining the level of provision required, considering:
Historical recovery rates from local authority debtors;
Current economic and operational circumstances; and
Any known factors affecting recoverability.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently being measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value though profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
The company maintains material levels of stock in order to satisfy current and future sales orders. Management reviews items held in stock on a regular basis to ensure that there is no material accumulation of items that are obsolete or otherwise impaired, The timing and quantum of any stock impairment charge is a matter of management judgement which is also partially dependent on projected sales activity which represents an area of uncertainty.
The company’s debtors consist entirely of amounts due from local authorities. While these counterparties are generally considered low credit risk, the company applies a provision for impairment based on historical recovery patterns and current conditions.
The determination of the provision involves significant judgement, including:
Assessing historical recovery data over a representative period;
Evaluating whether any specific balances present indicators of non-recoverability; and
Considering macroeconomic factors that may affect local authority payment behaviour.
Although historical data provides a basis for estimating recoveries, actual outcomes may differ from these estimates. A change in assumptions could have a material impact on the financial statements.
The company estimates the level of debt deemed to be slow or old through specific reviews against items dispensed. If debts are considered to be aged significantly and beyond reasonable recovery terms, the entity considers the debt to be irrecoverable and write this off. The company regularly reviews receivables held and sensitises potential errors in cash collection based on the age and allocation procedures of the debt. Management assess the cash received against the revenues derived from customers and identify variances relating to debtor days against expectations. Given the concentration of sales to one customer with defined payment terms of EOM or EOM+1, management continue to sensitise debtor days against the average benchmark of 45 to identify bad and doubtful debts, although note this is sensitive given timing and the concentration of debtors compared to cut-off. The value of this sensitivity is dependent on the quantum of receivables held and is closely reviewed to ensure there are no material variances to expectations.
An analysis of the company's turnover is as follows:
The company has not disclosed information concerning the auditor's remuneration because that information has been disclosed in the group accounts on a consolidated basis.
The average monthly number of persons (including directors) employed by the company during the year was:
Their aggregate remuneration comprised:
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
Stock is stated after provisions for impairment of £308,598 (2023: £308,598).
Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
The deferred tax liability set out above is expected to reverse within [12 months] and relates to accelerated capital allowances that are expected to mature within the same period.
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Charles S Bullen Executive Pension scheme is a related party due to common directors and trustees.
The company has taken advantage of the exemption conferred by section 33.1A of FRS102 not to disclose transactions with other wholly owned subsidiaries within the group as consolidated accounts, including the subsidiary undertakings, are publically available.
Debtors falling due within one year comprise a balance of £Nil (2024: £254,917) which is due from companies under common ownership. These amounts are interest free, unsecured, and repayable on demand.
The company has given a joint and several guarantee and a fixed and floating charge to secure its own debt and the debt of other companies in the group to the group's bankers.
As at 31 March 2025 the ultimate parent company is Hamsard 3751 Limited, a company incorporated in Great Britain and registered in England and Wales. The registered office Units 17-20 Glacier Buildings, Brunswick Business Park, Harrington Road, Liverpool, L3 4BH.
On 10 September 2024 , following the investment from LDC, the ultimate parent company changed to Hamsard 3751 Limited, there is no single shareholder of Hamsard 3751 Limited that is capable of exercising overall control.
During the year the Directors have introduced a policy in respect of providing against potential doubtful debts based on historical data and other external factors. This resulted in a material adjustment being made to certain balances in the company's balance sheet and profit and loss account in prior accounting periods. The appropriate reclassifications have been applied retrospectively by way of a prior period adjustment in accordance with FRS 102.