REGISTERED NUMBER: SC417011 (Scotland)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

FOR

MUNRO HEALTHCARE GROUP LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

DIRECTORS:

J Cochrane

K A Munro

REGISTERED OFFICE:

3 Young Place

Kelvin Industrial Estate

East Kilbride

Glasgow

G75 0TD

REGISTERED NUMBER:

SC417011 (Scotland)

SENIOR STATUTORY AUDITOR:

Douglas Paton BSc CA

AUDITORS:

Bannerman Johnstone Maclay Limited

Chartered Accountants

and Statutory Auditor

213 St Vincent Street

Glasgow

G2 5QY

BANKERS:

HSBC

141 Bothwell Street

Glasgow

G2 7EQ

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

The principal activities of the group in the year under review was that of wholesaling of pharmaceutical products and chemist sundries. The principal activities of the company are that of property rental and acting as a holding company for the group.

REVIEW OF BUSINESS

The directors are pleased to report that the group has delivered another profitable year, reflecting the group's strategy and trading performance during the year.

While results in the UK were disappointing, the directors are encouraged by the continued strength of the Swedish subsidiary.

The management team in Sweden's focus on identifying and registering new products within an increasingly stringent regulatory environment has once again delivered positive results.

The directors are also pleased to report that post year-end trading has remained positive, and the Group is well placed to take advantage of opportunities that may arise within the EU marketplace.

PRINCIPAL RISKS AND UNCERTAINTIES

During the forthcoming year the board consider the principal risks and uncertainties affecting the group to be:

- Competition in the market

- Fluctuating foreign exchange rates

- Managing the impact of the difficult economic conditions on our suppliers and customers

Having considered the risks to the business, the board are of the opinion that the group has taken positive action and responded to mitigate the impact of these risks and uncertainties.

SECTION 172(1) STATEMENT

We recognise the importance of our wider stakeholders in delivering our strategy and business sustainability, and are conscientious about our responsibilities and duties to our stakeholders under section 172 of the Companies Act 2006.

We affirm that the group's activities over the reporting period have been executed in good faith, considering the views of employees, customers and suppliers.

The products purchased and sold by the group have minimal environmental impact.

KEY PERFORMANCE INDICATORS

The directors and senior management of the group regularly monitor the performance of the business with reference to trading and financial data. Given the straightforward nature of the business, the directors are of the opinion that detailed analysis using key performance indicators is not necessary for an understanding of the development, performance, or position of the business.

ON BEHALF OF THE BOARD:

J Cochrane - Director

19 December 2025

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

DIVIDENDS

The total distribution of preference dividends for the year ended 31 March 2025 will be £43,751 (2024: £43,751).

DIRECTORS

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

J Cochrane

K A Munro

POLITICAL DONATIONS AND EXPENDITURE

No political donations were made in the year.

DISABLED EMPLOYEES

The company gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by a handicapped or disabled person.

Where existing employees become disabled, it is the company's policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development and promotion to disabled employees wherever appropriate.

EMPLOYEE INVOLVEMENT

The company provides employees systematically with information on matters of concern to them as employees. Regular meetings are held between management and employees to allow a free flow of information and ideas.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Bannerman Johnstone Maclay Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J Cochrane - Director

19 December 2025

Opinion

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

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 March 2025 and of the group's profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

-

We obtained an understanding of the legal and regulatory frameworks applicable to the group and the parent company and the sector in which they operate. We determined that the following laws and regulations were the most significant: the Companies Act 2006 and UK corporate taxation laws.

-

We obtained an understanding of how the group and the parent company is complying with those legal and regulatory frameworks by making enquires to the management.

-

We assessed the susceptibility of the group's and the parent company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:

-

identifying and assessing the design and effectiveness of controls management has in place to prevent and detect fraud;

-

understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;

-

challenging assumptions and judgements made by management in its significant accounting estimates;

-

identifying and testing journal entries, in particular any journal entries posted with unusual accounting combinations; and

-

assessing the extent of compliance with relevant laws and regulations.

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

Use of our report

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

Douglas Paton BSc CA (Senior Statutory Auditor)

for and on behalf of Bannerman Johnstone Maclay Limited

Chartered Accountants

and Statutory Auditor

213 St Vincent Street

Glasgow

G2 5QY

19 December 2025

TURNOVER

3

78,608,789

63,503,940

Cost of sales

70,612,067

55,076,021

GROSS PROFIT

7,996,722

8,427,919

Distribution costs

201,182

292,764

Administrative expenses

5,905,369

5,754,141

6,106,551

6,046,905

1,890,171

2,381,014

Other operating income

-

1,158

OPERATING PROFIT

5

1,890,171

2,382,172

Interest receivable and similar income

352,480

379,635

2,242,651

2,761,807

Gain/loss on revaluation of investment property

-

968,092

2,242,651

3,729,899

Interest payable and similar expenses

6

624,137

531,867

PROFIT BEFORE TAXATION

1,618,514

3,198,032

Tax on profit

7

586,000

592,428

PROFIT FOR THE FINANCIAL YEAR

1,032,514

2,605,604

Profit attributable to:

Owners of the parent

1,032,514

2,605,604

PROFIT FOR THE YEAR

1,032,514

2,605,604

OTHER COMPREHENSIVE INCOME

Exchange reserve

576,339

(582,163

)

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

576,339

(582,163

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,608,853

2,023,441

Total comprehensive income attributable to:

Owners of the parent

1,608,853

2,023,441

FIXED ASSETS

Intangible assets

10

(353,008

)

(120,494

)

Tangible assets

11

2,289,605

2,321,814

Investments

12

-

-

Investment property

13

2,130,000

2,130,000

4,066,597

4,331,320

CURRENT ASSETS

Stocks

14

14,185,887

13,061,692

Debtors

15

18,397,306

12,539,732

Cash at bank

4,680,032

6,355,661

37,263,225

31,957,085

CREDITORS

Amounts falling due within one year

16

15,225,919

11,873,338

NET CURRENT ASSETS

22,037,306

20,083,747

TOTAL ASSETS LESS CURRENT LIABILITIES

26,103,903

24,415,067

PROVISIONS FOR LIABILITIES

18

136,297

12,563

NET ASSETS

25,967,606

24,402,504

CAPITAL AND RESERVES

Called up share capital

19

8,759,117

8,759,117

Capital redemption reserve

20

1,000

1,000

Exchange reserve

20

(1,020,308

)

(1,596,647

)

Shareholders equity

20

1,044,255

1,044,255

Fair value reserve

20

968,092

968,092

Retained earnings

20

16,215,450

15,226,687

SHAREHOLDERS' FUNDS

25,967,606

24,402,504

The financial statements were approved by the Board of Directors and authorised for issue on 19 December 2025 and were signed on its behalf by:

J Cochrane - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

15,414,992

15,414,992

Investment property

13

2,130,000

2,130,000

17,544,992

17,544,992

CURRENT ASSETS

Debtors

15

2,810,521

3,579,073

Cash at bank

7,748,302

7,509,326

10,558,823

11,088,399

CREDITORS

Amounts falling due within one year

16

5,580,512

5,635,588

NET CURRENT ASSETS

4,978,311

5,452,811

TOTAL ASSETS LESS CURRENT LIABILITIES

22,523,303

22,997,803

PROVISIONS FOR LIABILITIES

18

242,023

242,023

NET ASSETS

22,281,280

22,755,780

CAPITAL AND RESERVES

Called up share capital

19

8,759,117

8,759,117

Capital redemption reserve

1,000

1,000

Fair value reserve

968,092

968,092

Retained earnings

12,553,071

13,027,571

SHAREHOLDERS' FUNDS

22,281,280

22,755,780

Company's (loss)/profit for the financial year

(430,749

)

1,936,785

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 19 December 2025 and were signed on its behalf by:

J Cochrane - Director

Called up

Capital

share

Retained

redemption

capital

earnings

reserve

£

£

£

Balance at 1 April 2023

8,759,117

13,632,926

1,000

Changes in equity

Dividends

-

(43,751

)

-

Total comprehensive income

-

1,637,512

-

Balance at 31 March 2024

8,759,117

15,226,687

1,000

Changes in equity

Dividends

-

(43,751

)

-

Total comprehensive income

-

1,032,514

-

Balance at 31 March 2025

8,759,117

16,215,450

1,000

Fair

Exchange

Shareholders

value

Total

reserve

equity

reserve

equity

£

£

£

£

Balance at 1 April 2023

(1,014,484

)

1,044,255

-

22,422,814

Changes in equity

Dividends

-

-

-

(43,751

)

Total comprehensive income

(582,163

)

-

968,092

2,023,441

Balance at 31 March 2024

(1,596,647

)

1,044,255

968,092

24,402,504

Changes in equity

Dividends

-

-

-

(43,751

)

Total comprehensive income

576,339

-

-

1,608,853

Balance at 31 March 2025

(1,020,308

)

1,044,255

968,092

25,967,606

Called up

Capital

Fair

share

Retained

redemption

value

Total

capital

earnings

reserve

reserve

equity

£

£

£

£

£

Balance at 1 April 2023

8,759,117

12,102,629

1,000

-

20,862,746

Changes in equity

Dividends

-

(43,751

)

-

-

(43,751

)

Total comprehensive income

-

968,693

-

968,092

1,936,785

Balance at 31 March 2024

8,759,117

13,027,571

1,000

968,092

22,755,780

Changes in equity

Dividends

-

(43,751

)

-

-

(43,751

)

Total comprehensive income

-

(430,749

)

-

-

(430,749

)

Balance at 31 March 2025

8,759,117

12,553,071

1,000

968,092

22,281,280

Cash flows from operating activities

Cash generated from operations

1

(1,125,273

)

1,595,158

Interest paid

(624,137

)

(531,867

)

Tax paid

(111,079

)

(337,126

)

Net cash from operating activities

(1,860,489

)

726,165

Cash flows from investing activities

Purchase of intangible fixed assets

(18,685

)

-

Purchase of tangible fixed assets

(105,184

)

(1,310,112

)

Interest received

352,480

379,635

Net cash from investing activities

228,611

(930,477

)

Cash flows from financing activities

Equity dividends paid

(43,751

)

(481,261

)

Net cash from financing activities

(43,751

)

(481,261

)

Decrease in cash and cash equivalents

(1,675,629

)

(685,573

)

Cash and cash equivalents at beginning of year

2

6,355,661

7,041,234

Cash and cash equivalents at end of year

2

4,680,032

6,355,661

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

2025

2024

£

£

Profit before taxation

1,618,514

3,198,032

Depreciation charges

388,592

330,318

Gain on revaluation of fixed assets

-

(968,092

)

Finance costs

624,137

531,867

Finance income

(352,480

)

(379,635

)

2,278,763

2,712,490

Increase in stocks

(1,124,195

)

(3,199,433

)

(Increase)/decrease in trade and other debtors

(5,936,665

)

1,511,690

Increase in trade and other creditors

3,656,824

570,411

Cash generated from operations

(1,125,273

)

1,595,158

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 March 2025

31.3.25

1.4.24

£

£

Cash and cash equivalents

4,680,032

6,355,661

Year ended 31 March 2024

31.3.24

1.4.23

£

£

Cash and cash equivalents

6,355,661

7,041,234

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.4.24

Cash flow

At 31.3.25

£

£

£

Net cash

Cash at bank

6,355,661

(1,675,629

)

4,680,032

6,355,661

(1,675,629

)

4,680,032

Total

6,355,661

(1,675,629

)

4,680,032

1.	STATUTORY INFORMATION

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

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

Monetary amounts in these financial statements are rounded to the nearest £.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Basis of consolidation

The group financial statements consolidate the financial statements of the company and its material subsidiary undertakings drawn up to 31 March each year. The results of subsidiaries acquired or sold are consolidated for the periods from or up to the date on which control passed. Acquisitions are accounted for under the acquisition method.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Balance sheet date and the amounts reported during the year for revenue and costs. However the nature of estimation means that actual outcomes could differ from those estimates. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Useful economic lives of tangible assets

The annual depreciation charge for tangible assets is sensitive to changes in the useful economic lives and residual values of the assets. Useful lives and residual values are reassessed annually. They are assessed where necessary to reflect current estimates based on economic utilisation and physical condition.

Impairment of trade and other debtors

The group regularly reviews the recoverability of trade and other debtors. A provision for impairment is made where the Company believes that it will not be able to collect amounts due according to the original terms of trade. Provisions for impairment are estimates of future events and are therefore uncertain.

Stock provisioning

It is necessary to consider the recoverability of the cost of stock and the associated provisioning required given the items have expiry dates and are subject to strict licensing regulations. When calculating the stock provision, management considers the remaining time to expiry date of the stock as well as applying assumptions around anticipated saleability under current and future pharmaceutical regulations.