The directors present the strategic report for the 18 month period ended 31 March 2025.

The Company's principal activity is the import of pharmaceutical products and re-labelling these products for sale in the UK. The Company's activities are regulated by the Medicines and Healthcare products Regulatory Agency (MHRA).

Our strategy

Our strategy is to provide value to the hard-working pharmacist; we do this by sourcing and providing extensive range of products competitively priced.

Fair review of the year

The Company's only trading activity was parallel import sales to Laxmico Limited and Contract Labelling and the Financial Statements therefore reflect this.

The trading and financial highlights are:

Principal risks and uncertainties

The directors review the principal risks and uncertainties on a regular basis. The principal risks and uncertainties affecting the Company are financial and regulatory as summarised below:

Currency risk - the Company is exposed to translation and transaction foreign exchange risk. The Company has set a prescribed policy of purchasing forward contracts to eliminate part of the remaining currency exposure when deemed to be necessary and also to purchase Euros to hold when rates are favourable. There were no forward contracts purchased during the period.

Liquidity risk - the Company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. The Company's policy throughout the period has been to achieve this objective through management actively monitoring the headroom availability on a daily basis.

Interest risk - the Company finances its operations through a mixture of retained profits and asset-based lending facility. The Company does not enter into derivative transactions to hedge the interest rate as the directors consider that the interest rate is adequately managed without the use of such instruments. The directors will continue to monitor these risks and appropriateness of such instruments to manage interest rate risk.

Credit risk - the Company's principal financial assets are cash and trade debtors. The credit risk associated with cash is limited as the counterparties have high credit ratings assigned by international credit-rating agencies. The principal credit risk rises, therefore, from trade debtors. Credit risk is managed by setting limits for customers and this is based on a combination of payment history, third party credit references and a review of published financial information. Credit limits are reviewed by the financial controller on a regular basis in conjunction with debt averaging and collection history.

Regulations

The Company operates in a market and an industry which is subject to specific regulations that govern the way the business must be conducted. The directors and the regulatory department seek to ensure that the Company complies with its obligations in all its operations.

Funding

Since 2017, the Company and other group companies are party to an asset-backed facility made available by HSBC Invoice Finance (UK) Limited as agent, with other banks.

This facility has been renewed over the years and the latest facility of £55m is valid until 31 March 2026 where 78.6% and 21.4% is backed by HSBC and BNP Paribas respectively.

The banks hold a debenture including a fixed and floating charge over the Company.

Future Developments and Strategy

The Company intends to build on the strong progress made during the period by continuing its focus on providing value to independent pharmacies through excellent telesales support, a competitive and comprehensive product range, and reliable service. Management will further strengthen internal systems and operational processes to support efficiency and controlled customer onboarding, while maintaining strict compliance with MHRA regulatory requirements. Continued investment in people, technology and financial discipline will ensure the business remains resilient, competitive and well-positioned for sustained organic growth in the periods ahead.

Greenhouse gas emissions, energy consumption and energy efficiency action

This report has been prepared in reference to the GHG Protocol Corporate Standard, using an 'operational control' approach to define the GHG emissions boundary. This approach captures emissions associated with the operation of all buildings and, to the extent required under the reporting scope, business travel.

Between 1 October 2023 and 31 March 2025, the principal energy efficiency actions taken by Gowrie Laxmico Limited were:

• Installation of a new heat pump to replace an old chiller which is more efficient.

• Additional lighting upgrades have been completed.

• All Air Con systems have been set on timers with temperature controls to maximise efficiency, reduce consumption and footprint.

The company has gathered data regarding scope one and two carbon emissions for the financial period ending 31 March 2025 from its UK Operations for inclusion in company reporting. 2025 figures cover an 18 month period as compared to a 12 month period for 2024. This is defined by the requirements below:

Cybersecurity Incident:

Overview of the incident

Between 7 May 2024 and 12 May 2024, the Group, of which the Company is a member, experienced a significant cybersecurity incident that temporarily disrupted access to certain operational and financial systems, including core sales and accounting platforms. Management acted swiftly to contain the breach, safeguard data integrity, and restore critical functions. All essential systems were successfully rebuilt and brought back online within eight days, enabling full operational resumption by 20 May 2024.

The recovery process involved comprehensive system rebuilds, controlled data restoration, and extensive validation to ensure continuity and accuracy of financial reporting. A structured data reconstruction and verification programme was implemented to re-establish complete, reliable accounting records supported by clear audit trails and external substantiation.

Data reconstruction

The reconstruction of financial data covered the affected period from 1 to 7 May 2024 and included the following key procedures:

• Trial Balance reinstatement: The April 2024 Trial Balance was successfully recovered and reloaded into the accounting system.

• Sales data reconstruction: Sales order alerts generated between 1 and 7 May were retrieved and manually converted into validated customer invoices. All related bank receipts were reviewed and matched to debtor balances.

• Ledger reconciliation: Accounts Payable and Accounts Receivable ledgers were reconciled to supplier and customer statements and further verified through direct comparison with bank transactions.

• Inventory validation: Inventory data was reconstructed using the daily inventory availability report as at 6 May 2024, adjusted for confirmed deliveries and sales on 7 May. Physical test counts were conducted, and any variances were corrected to ensure accuracy

As a result of the Cyber incident, certain accounting records from 1 October 2023 to 7 May 2024 were also impacted. In particular, sales invoices totalling £34.1m could not be recovered together with the associated delivery notes.

Management was however able to employ alternative procedures to rebuild its financial information. This involved using other sources of information that stemmed from the financial systems before the cyber incident.

Disclaimer of audit opinion

The auditors have provided a disclaimer of opinion on the basis that they were unable to obtain sufficient appropriate audit evidence regarding the completeness and accuracy of revenue information. They concluded that they were not able to determine if any other audit adjustments to revenue might have been necessary.

Robustness of the financial statements

Management undertook a thorough process to prepare the financial statements and ensure that portions of the financial statements that were reconstructed financial statements were robust. Management compared the reconstructed statements with daily sales and margin reports which were not impacted by the cyber incident, management satisfied themselves as to the completeness and accuracy of the information lost by performing procedures that included independent cross-verification, margin analysis, and reconciliation of transactional data to establish full financial integrity.

The principal assurance steps included:

• Margin analysis: Product and customer-level margin reports were reviewed for completeness and financial coherence.

• Cross-verification: Reconstructed transactional data were reconciled against margin reports and invoice discounting uploads to confirm integrity.

• Bank reconciliation: Daily uploads to the invoice discounting facility were compared directly with bank statements to ensure completeness of receipts.

• Ledger validation: The April 2024 Accounts Receivable ledger served as an independent reference point for verifying outstanding customer balances.

• Cash traceability: Customer receipts were matched to bank entries, ensuring that all reconstructed invoices were supported by verifiable payment evidence.

These combined processes provided a high degree of assurance that all reconstructed data were materially accurate and fairly reflected the Company’s trading and financial position during the disruption period.

Impact on lenders, customers or suppliers

The cyber incident caused operational disruption to the company but all systems were fully operational within eight days. The Company communicated with its key stakeholders including its lenders, customers and suppliers throughout the incident. At no time did the lenders, customers or suppliers suffer any financial loss as a result of the incident.

Post-Incident Review and Ongoing Safeguards

In the eleven months following the incident, management reviewed all subsequent transactional activity up to 31 March 2025. No discrepancies or irregularities were identified, and consistent trading performance further validated the reliability of the underlying financial information.

In parallel, the Group has significantly enhanced its cybersecurity framework, introducing multi-factor authentication, advanced network monitoring, continuous vulnerability assessments, and strengthened backup and disaster recovery protocols.

As at 31 March 2025, one year following the cyber incident, external verification procedures performed as part of the audit provided further assurance that the Group’s Accounts Receivable, Balance Sheet, and broader financial information are robust, reliable, and fairly presented.

Section 172 statement — Companies (Miscellaneous Reporting) Regulations 2018:

Section 172 of the Companies Act 2006 requires an entity's Directors to act in a way they consider, in good faith, will promote the success of the company for the benefit of its stakeholders. The Directors of Gowrie Laxmico Limited have considered their duties, and amongst other matters, have had regard to:

• The likely consequences of any long-term decisions taken and the impact on all stakeholders are considered.

• The interests of the company's employees. Our people play a key role in helping us to achieve our strategic priorities and committed and engaged employees are crucial to our success.

• The need to foster strong working relationships with suppliers, customers, and others.

• The impact of the company's operations on our community and the environment, reducing our emissions and improving our carbon footprint in the communities where we operate.

• The need to conduct business to the highest levels of integrity, ensuring that we and our customers and suppliers apply high standards in their social, environmental, and ethical conduct.

• The need to treat all our stakeholders fairly building open and constructive relationships.

In satisfying Section 172 duties, the Directors have thought about the factors set out above along with other components which we consider to be important when decisions are being made. Examples of those factors include relationships with employees, customers, and suppliers.

On behalf of the board

The directors present their annual report and financial statements for the period ended 31 March 2025.

The results for the period are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

Moore Kingston Smith LLP were appointed as auditor to the Company and are deemed to be reappointed under section 487(2) of the Companies Act 2006.

The directors are responsible 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 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;

• 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.

Going concern

The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.

The Company is part of a group of companies headed by Gowrie Holdings Limited. The Company is a guarantor company, along with Laxmico Limited, both majority-controlled subsidiaries of Gowrie Holdings Limited, for the borrowing facilities provided to those group companies involved in the importation and distribution of pharmaceutical products to independent pharmacies (the "Bank Guarantor Group"). In April 2024 Laxmico Finance Group Limited, a former member of the Bank Guarantor Group, was removed from the Bank Guarantor Group as part of the refinancing agreement.

The Company meets its day to day working capital requirements principally through cash generated from intra group trading. The company also has access to an asset backed invoice financing facility, although has not utilised that facility during the financial period or post period end. As set out in note 17, the borrowing facilities have been amended, principally reduced from £70 million to £55 million, at the company's request, and extended with the existing facilities expiring on 31 March 2026. With improvements in operating performances during the financial period, the reliance of financing facility by the Bank Guarantor group has reduced to zero borrowing at March 2025 and had borrowing of £2.2 million as of 30 November 2025.

The directors of the Bank Guarantor Group have performed a going concern assessment, including preparing a cash flow forecasts for the period to 31 December 2026. The directors also considered a downside scenario of zero growth in revenue to the end of December 2026. In both the base and downside scenario, the Bank Guarantor Group, and the Company, will be able to operate within its existing borrowing facilities and its financial covenants.

Consequently, the directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of business review, financial position and future developments.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Disclaimer of opinion

We were engaged to audit the financial statements of Gowrie Laxmico Limited for the period ended 31 March 2025 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

We do not express an opinion on the accompanying financial statements of the company. Because of the significance of the matter described in the basis of disclaimer of opinion section of our audit report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

Basis for disclaimer of opinion

As disclosed in Note 25 to the financial statements, the company was subject to a cyberattack during the period under review which resulted in the loss of accounting transactions and records for the period from 1 October 2023 to 7 May 2024. Management undertook efforts to reconstruct the affected information, and while most records were successfully restored, certain revenue-related records for the impacted period, amounting to £34.1m, could not be recovered. Consequently, we were unable to obtain sufficient appropriate audit evidence regarding the completeness and accuracy of this revenue. Accordingly, we could not determine whether any adjustments to revenue related disclosures might have been necessary. Were any adjustment to revenue be required there would also be a corresponding adjustment to associated amounts such as the profit for the year and retained earnings.

In addition, were any adjustments to revenue required, the strategic report would also need to be amended.

Opinions on matters prescribed by the Companies Act 2006

Because of the significance of the matter described in the basis of disclaimer of opinion section of our report, we have been unable to form an opinion, whether based in the work undertaken in the course of the audit:

• the information given in the strategic report and the directors’ report for the financial period 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.

Notwithstanding our disclaimer of an opinion on the financial statements. In light of the knowledge and understanding of the company and its environment obtained in the course of the audit performed subject to the pervasive limitation described above, we have not identified material misstatements in the strategic report and the directors’ report.

Arising from the limitation of our work referred to above:

• we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

• we were unable to determine whether adequate accounting records have been kept.

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

• returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law are not made.

As explained more fully in the Directors’ Responsibilities Statement, 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 the financial statements that are free from material misstatement, whether due to fraud or error.

In preparing these 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.

Our responsibility is to conduct an audit of the company’s financial statements in accordance with International Standards on Auditing (UK) and to issue an auditor’s report.

However, because of the matter described in the basis for disclaimer of opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including FRC’s Ethical Standard and we have fulfilled our ethical responsibilities in accordance with these requirements.

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 Profit and Loss Account has been prepared on the basis that all operations are continuing operations.

There are no recognised gains and losses for 2025 or 2023 other than those disclosed in the profit and loss account.

There was no other comprehensive income for 2025 (2023 £nil).

The notes on pages 14 to 31 form part of these financial statements.

The notes on pages 14 to 31 form part of these financial statements.

The notes on pages 14 to 31 form part of these financial statements.

Gowrie Laxmico Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 4 Bradfield Road, Ruislip, Middlesex, HA4 0NU.

These financial statements are for an extended period of 18 months to 31 March 2025 and therefore the comparative figures presented are not entirely comparable.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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 £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

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 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Gowrie Laxmico Limited is a wholly owned subsidiary of Laxmi BNS Holdings Limited and the results of Gowrie Laxmico Limited are included in the consolidated financial statements of Laxmi BNS Holdings Limited which are available from its registered office, Unit 4, Bradfield Road, Ruislip, Middlesex, HA4 0NU.

The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.

The Company is part of a group of companies headed by Gowrie Holdings Limited. The Company is a guarantor company, along with Laxmico Limited, both majority-controlled subsidiaries of Gowrie Holdings Limited, for the borrowing facilities provided to those group companies involved in the importation and distribution of pharmaceutical products to independent pharmacies (the "Bank Guarantor Group"). In April 2024 Laxmico Finance Group Limited, a former member of the Bank Guarantor Group, was removed from the Bank Guarantor Group as part of the refinancing agreement.

The Company meets its day to day working capital requirements principally through cash generated from intra group trading. The company also has access to an asset backed invoice financing facility, although has not utilised that facility during the financial period or post period end. As set out in note 17, the borrowing facilities have been amended, principally reduced from £70 million to £55 million, at the company's request, and extended with the existing facilities expiring on 31 March 2026. With improvements in operating performances during the financial period, the reliance of financing facility by the Bank Guarantor group has reduced to zero borrowing at March 2025 and had borrowing of £2.2 million as of 30 November 2025.

The directors of the Bank Guarantor Group have performed a going concern assessment, including preparing a cash flow forecasts for the period to 31 December 2026. The directors also considered a downside scenario of zero growth in revenue to the end of December 2026. In both the base and downside scenario, the Bank Guarantor Group, and the Company, will be able to operate within its existing borrowing facilities and its financial covenants.

Consequently, the directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on delivery of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stock are stated at the lower of weighted average cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stock to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stock over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

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.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

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.

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.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

A provision is recognised in the balance sheet when the Company has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are recognised at the best estimate of the amount required to settle the obligation at the reporting date.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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 directors consider that there are no estimates or assumptions that have a risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year other than the ones disclosed below:

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The annual depreciation charge for tangible fixed assets is sensitive to changes in the estimated useful economic lives and residue values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 10 for the carrying amount of tangible fixed assets and note 1.5 for the useful economic lives for each class of asset.

The company makes an estimate of the value of obsolete and slow moving stock lines based on the ageing of the stock in hand. Provisions are made where the estimated selling price is less than the original cost.

The company makes an estimate of the recoverable value of trade debtors. When assessing impairment of trade debtors the directors consider factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience and current economic conditions. Provisions are made when there is significant uncertainty over the timing or likelihood of the recovery of debts.

The Company recognises accruals for liabilities in respect of goods and services received during the reporting period for which invoices have not yet been received. Accruals are measured at the best estimate of the expenditure required to settle the obligation at the reporting date.

Accruals are typically based on contractual terms, historical experience, and other relevant information available at the time of reporting. Where necessary, management exercises judgement to ensure that costs are recognised in the period to which they relate, in line with the accruals concept and the matching principle.

All turnover arose within the United Kingdom.

The average monthly number of persons (including directors) employed by the company during the period was:

Their aggregate remuneration comprised:

The actual charge for the period can be reconciled to the expected charge for the period based on the profit or loss and the standard rate of tax as follows:

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases.

Details of the company's subsidiaries at 31 March 2025 are as follows:

Debt instruments are composed of trade debtors, other debtors and amounts due from group undertakings.

Equity instruments are composed of investments.

Financial liabilities measured at amortised cost are composed of trade creditors, amounts due to group undertakings, other creditors, other creditors falling due after one year, accruals and deferred income.

The balance at the period-end includes a provision of £250,000 (2023: £0) against any slow moving and obsolete stock.

Amounts due from group undertakings are interest free, unsecured and repayable on demand.

Amounts due to group undertakings are interest free, unsecured and repayable on demand.

Since 2017, the Company and other group companies are party to an asset-backed facility made available by HSBC Invoice Finance (UK) Limited as agent, with other banks.

This facility has been renewed over the years and the latest facility of £55m is valid until 31 March 2026 where 78.6% and 21.4% is backed by HSBC and BNP Paribas respectively.

At the balance sheet date, the Company had borrowed £nil amount under the facility. The banks hold a debenture including a fixed and floating charge over all the assets of the Company, no balances were outstanding as at 31 March 2025 in relation to these securities.

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

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.

Contributions totalling £8,305 (2023: £8,003) were payable to the scheme at the end of the period and are included in creditors.

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:

The Company has taken advantage of the exemption available in FRS 102 (Section 33 "Related Party Disclosure") that disclosures need not be given of transactions that have taken place between two or more members of a group, provided that any subsidiary which a party to the transaction is wholly owned by such a member.

During the period, the company entered into the following transactions with related parties:

The Company paid rent of £975,000 (2023: £650,000) to Portside North Limited, an associated company controlled by Gowrie Holdings Limited. Amounts payable at the period end totalled £nil (2023: £nil).

The Company paid rent of £nil (2023: £nil) to Syri Limited, an associated company controlled by Gowrie Holdings Limited. During the period Syri Limited invoiced the Company £160,500 (2023: £nil) in respect of services provided. At the year end, amounts payable to Syri Limited totalled £623,275 (2023: £45,892).

The Company received rental income of £45,000 (2023: £30,000) from Gowrie Holdings Limited, the ultimate parent company. In addition, Gowrie Holdings Limited invoiced the Company £1,287,000 (2023: £878,400) for services provided during the year. Amounts payable to Gowrie Holdings Limited at the year end totalled £44,177 (2023: £72,111).

The Company received rent of £30,164 (2023: £29,292) from Novalgen Limited, a company that Mr S Hathi is also a director of. Amounts receivable at the period end totalled £19,920 (2023: £nil).

Amounts totalling £182,617 (2023: £113,034) were incurred by the Company in respect of services provided by Luxsh Technologies Limited, a company controlled by Mr Atul Sofat, an employee of the Laxmi BNS Holdings Limited group. Subsequent to the year end Mr Atul Sofat was replaced by Mr Chris Silveira, an employee of Gowrie Holdings Limited. Amounts receivable at the period end totalled £17,817 (2023: £11,444).

Amounts totalling £1,421,288 (2023: £Nil) were charged to the Company in respect of services provided by Laxmico Group Finance Ltd, an associated company controlled by Gowrie Holdings Limited. Amounts payable at the period end totalled £1,421,288 (2023: £Nil)

The immediate parent company is Laxmi BNS Holdings Limited, a company incorporated and registered in England and Wales. It is also the parent of the largest group which prepares consolidated financial statements available for public use from the registered office.

At 31 March 2025 the Company's ultimate parent company, by virtue of its ownership of 100% of the 'A' Ordinary shares in Laxmi BNS Holdings Limited, was Gowrie Holdings Limited, a company incorporated in the Isle of Man.

The ultimate controlling party is considered to be Mr. S Hathi, by virtue of his majority shareholding of the issued share capital of Gowrie Holdings Limited.

Overview of the incident

Between 7 May 2024 and 12 May 2024, the Group, of which the Company is a member, experienced a significant cybersecurity incident that temporarily disrupted access to certain operational and financial systems, including core sales and accounting platforms. Management acted swiftly to contain the breach, safeguard data integrity, and restore critical functions. All essential systems were successfully rebuilt and brought back online within eight days, enabling full operational resumption by 20 May 2024.

The recovery process involved comprehensive system rebuilds, controlled data restoration, and extensive validation to ensure continuity and accuracy of financial reporting. A structured data reconstruction and verification programme was implemented to re-establish complete, reliable accounting records supported by clear audit trails and external substantiation.

Data reconstruction

The reconstruction of financial data covered the affected period from 1 to 7 May 2024 and included the following key procedures:

• Trial Balance reinstatement: The April 2024 Trial Balance was successfully recovered and reloaded into the accounting system.

• Sales data reconstruction: Sales order alerts generated between 1 and 7 May were retrieved and manually converted into validated customer invoices. All related bank receipts were reviewed and matched to debtor balances.

• Ledger reconciliation: Accounts Payable and Accounts Receivable ledgers were reconciled to supplier and customer statements and further verified through direct comparison with bank transactions.

• Inventory validation: Inventory data was reconstructed using the daily inventory availability report as at 6 May 2024, adjusted for confirmed deliveries and sales on 7 May. Physical test counts were conducted, and any variances were corrected to ensure accuracy

As a result of the Cyber incident, certain accounting records from 1 October 2023 to 7 May 2024 were also impacted. In particular, sales invoices totalling £34.1m could not be recovered together with the associated delivery notes.

Management was however able to employ alternative procedures to rebuild its financial information. This involved using other sources of information that stemmed from the financial systems before the cyber incident.

Robustness of the financial statements

Management undertook a thorough process to prepare the financial statements and ensure that portions of the financial statements that were reconstructed financial statements were robust. Management compared the reconstructed statements with daily sales and margin reports which were not impacted by the cyber incident, management satisfied themselves as to the completeness and accuracy of the information lost by performing procedures that included independent cross-verification, margin analysis, and reconciliation of transactional data to establish full financial integrity.