REGISTERED NUMBER: 01739740 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

AUDITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST OCTOBER 2024

FOR

M. FARREN LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Consolidated Income Statement

7

Consolidated Other Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

DIRECTORS:

Mrs M E Wilkinson

J H Wilkinson

Miss E S Wilkinson

SECRETARY:

J H Wilkinson

REGISTERED OFFICE:

46 Main Street

Mexborough

South Yorkshire

S64 9DU

REGISTERED NUMBER:

01739740 (England and Wales)

AUDITORS:

Leesing Marrison Lee Limited

Chartered Certified Accountants

Statutory Auditors

46 Main Street

Mexborough

South Yorkshire

S64 9DU

BANKERS:

Bank of Scotland PLC

The Mound

Edinburgh

EH1 1YZ

The directors present their strategic report of the company and the group for the year ended 31st October 2024.

REVIEW OF BUSINESS

The company has been profitable in the year under review and it is anticipated that the following year will also be so. At 31 october 2024 the balance sheet shows a similar position to 2023.

Gross profit has stayed constant at £4.67m (2023: £4.69m) and operating profits have decreased to £394,667 (2023: £745,767). The company purchased a new premises at the end of the year and also renovated a premises in the year.

The company has made good progress over the last year as it continued with its growth plans to purchase underperforming pharmacies and maximizing their potential.

PRINCIPAL RISKS AND UNCERTAINTIES

The company continues to trade as a retail pharmacy and faces no particular risks or uncertainties other than those generally facing retailers in the recessionary period.

ON BEHALF OF THE BOARD:

Miss E S Wilkinson - Director

7th January 2026

The directors present their report with the financial statements of the company and the group for the year ended 31st October 2024.

DIVIDENDS

Dividends of £nil (2023: £10,000) have been distributed during the year.

FUTURE DEVELOPMENTS

The company will take advantage of any appropriate business opportunity that arises.

DIRECTORS

The directors shown below have held office during the whole of the period from 1st November 2023 to the date of this report.

Mrs M E Wilkinson

J H Wilkinson

Miss E S Wilkinson

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;

-	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, Leesing Marrison Lee Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Miss E S Wilkinson - Director

7th January 2026

Qualified opinion

We have audited the financial statements of M. Farren Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st October 2024 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).

We have audited the financial statements of M. Farren Limited (the 'group') for the year ended 31st October 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the 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, except for the possible effects of the matter described in the basis for qualified opinion section of our report the financial statements:

- give a true and fair view of the state of the group's affairs as at 31st October 2024 and of its loss for the year then ended;

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

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

Basis for qualified 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.

As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the fair value of the assets and liabilities obtained in the subsidiary on acquisition of £231,512. We have concluded that where the other information refers to the investment or related balances such as debtors, it may be materially misstated for the same reason.

Opinions on other matters prescribed by the Companies Act 2006

Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit:

- the information given in the 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 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

Except for the matter described in the basis for qualified opinion section of our report, in the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

Arising solely from the limitation on the scope of our work relating to the investment, referred to above:

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

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

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:

- 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

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 considered the nature of the company's industry and its control environment, and reviewed the company's documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the company operates in, and identified the key laws and regulations that:

- had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act, pensions legislation, tax legislation etc, and

- do not have a direct effect on the financial statements but compliance which may be fundamental to the company's ability to operate or to avoid a material penalty. These included regulatory solvency requirements and environmental 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.

Robert Tippett (Senior Statutory Auditor)

for and on behalf of Leesing Marrison Lee Limited

Chartered Certified Accountants

Statutory Auditors

46 Main Street

Mexborough

South Yorkshire

S64 9DU

7th January 2026

TURNOVER

13,865,495

13,906,707

Cost of sales

9,186,846

9,213,080

GROSS PROFIT

4,678,649

4,693,627

Administrative expenses

4,365,956

4,057,219

312,693

636,408

Other operating income

81,974

109,359

OPERATING PROFIT

4

394,667

745,767

Interest receivable and similar income

164

-

394,831

745,767

Interest payable and similar expenses

5

253,097

234,087

PROFIT BEFORE TAXATION

141,734

511,680

Tax on profit

6

142,301

217,044

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(567

)

294,636

(Loss)/profit attributable to:

Owners of the parent

(567

)

294,636

(LOSS)/PROFIT FOR THE YEAR

(567

)

294,636

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(567

)

294,636

Total comprehensive income attributable to:

Owners of the parent

(567

)

294,636

FIXED ASSETS

Intangible assets

9

4,264,818

3,313,935

Tangible assets

10

1,926,436

1,869,974

Investments

11

-

-

Investment property

12

306,720

306,720

6,497,974

5,490,629

CURRENT ASSETS

Stocks

13

1,051,232

936,536

Debtors

14

2,728,512

2,304,581

Cash at bank and in hand

604,995

639,475

4,384,739

3,880,592

CREDITORS

Amounts falling due within one year

15

2,548,925

2,008,884

NET CURRENT ASSETS

1,835,814

1,871,708

TOTAL ASSETS LESS CURRENT LIABILITIES

8,333,788

7,362,337

CREDITORS

Amounts falling due after more than one year

16

(3,942,729

)

(2,976,838

)

PROVISIONS FOR LIABILITIES

20

(105,750

)

(99,623

)

NET ASSETS

4,285,309

4,285,876

CAPITAL AND RESERVES

Called up share capital

21

1,002

1,002

Retained earnings

22

4,284,307

4,284,874

SHAREHOLDERS' FUNDS

4,285,309

4,285,876

The financial statements were approved by the Board of Directors and authorised for issue on 7th January 2026 and were signed on its behalf by:

Miss E S Wilkinson - Director

FIXED ASSETS

Intangible assets

9

2,978,507

3,313,935

Tangible assets

10

1,868,477

1,869,974

Investments

11

1,530,000

-

Investment property

12

306,720

306,720

6,683,704

5,490,629

CURRENT ASSETS

Stocks

13

1,012,714

936,536

Debtors

14

2,606,949

2,304,581

Cash at bank and in hand

438,092

639,475

4,057,755

3,880,592

CREDITORS

Amounts falling due within one year

15

2,419,547

2,008,884

NET CURRENT ASSETS

1,638,208

1,871,708

TOTAL ASSETS LESS CURRENT LIABILITIES

8,321,912

7,362,337

CREDITORS

Amounts falling due after more than one year

16

(3,931,929

)

(2,976,838

)

PROVISIONS FOR LIABILITIES

20

(104,498

)

(99,623

)

NET ASSETS

4,285,485

4,285,876

CAPITAL AND RESERVES

Called up share capital

21

1,002

1,002

Retained earnings

22

4,284,483

4,284,874

SHAREHOLDERS' FUNDS

4,285,485

4,285,876

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

(391

)

294,636

The financial statements were approved by the Board of Directors and authorised for issue on 7th January 2026 and were signed on its behalf by:

Miss E S Wilkinson - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st November 2022

1,002

4,000,238

4,001,240

Changes in equity

Dividends

-

(10,000

)

(10,000

)

Total comprehensive income

-

294,636

294,636

Balance at 31st October 2023

1,002

4,284,874

4,285,876

Changes in equity

Total comprehensive income

-

(567

)

(567

)

Balance at 31st October 2024

1,002

4,284,307

4,285,309

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st November 2022

1,002

4,000,238

4,001,240

Changes in equity

Dividends

-

(10,000

)

(10,000

)

Total comprehensive income

-

294,636

294,636

Balance at 31st October 2023

1,002

4,284,874

4,285,876

Changes in equity

Total comprehensive income

-

(391

)

(391

)

Balance at 31st October 2024

1,002

4,284,483

4,285,485

Cash flows from operating activities

Cash generated from operations

1

772,984

1,122,337

Interest paid

(253,097

)

(234,087

)

Tax paid

(94,949

)

(98,555

)

Net cash from operating activities

424,938

789,695

Cash flows from investing activities

Purchase of tangible fixed assets

(76,268

)

(300,425

)

Acquisition net of cash acquired

(1,363,097

)

-

Interest received

164

-

Net cash from investing activities

(1,439,201

)

(300,425

)

Cash flows from financing activities

New loans in year

1,450,001

-

Loan repayments in year

(470,218

)

(271,865

)

Equity dividends paid

-

(10,000

)

Net cash from financing activities

979,783

(281,865

)

(Decrease)/increase in cash and cash equivalents

(34,480

)

207,405

Cash and cash equivalents at beginning of year

2

639,475

432,070

Cash and cash equivalents at end of year

2

604,995

639,475

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

31.10.24

31.10.23

£

£

Profit before taxation

141,734

511,680

Depreciation charges

413,369

407,219

Loss on disposal of fixed assets

-

778

Finance costs

253,097

234,087

Finance income

(164

)

-

808,036

1,153,764

Increase in stocks

(76,178

)

(59,523

)

Increase in trade and other debtors

(302,368

)

(41,452

)

Increase in trade and other creditors

343,494

69,548

Cash generated from operations

772,984

1,122,337

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 31st October 2024

31.10.24

1.11.23

£

£

Cash and cash equivalents

604,995

639,475

Year ended 31st October 2023

31.10.23

1.11.22

£

£

Cash and cash equivalents

639,475

432,070

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.11.23

Cash flow

At 31.10.24

£

£

£

Net cash

Cash at bank and in hand

639,475

(34,480

)

604,995

639,475

(34,480

)

604,995

Debt

Debts falling due within 1 year

(274,708

)

(24,692

)

(299,400

)

Debts falling due after 1 year

(2,976,838

)

(955,091

)

(3,931,929

)

(3,251,546

)

(979,783

)

(4,231,329

)

Total

(2,612,071

)

(1,014,263

)

(3,626,334

)

1.	STATUTORY INFORMATION

M. Farren Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

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 as modified by the revaluation of certain assets.

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.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Shares acquired during the year created goodwill of £1,286,487. This is being amortised over 20 years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Freehold property

-

2% on cost

Fixtures and fittings

-

15% on reducing balance and 10% on cost

Motor vehicles

-

25% on reducing balance

Computer equipment

-

10% on cost

Investment property

Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

31.10.24

31.10.23

£

£

Wages and salaries

2,529,751

2,362,297

Social security costs

206,152

186,785

Other pension costs

50,039

47,436

2,785,942

2,596,518

The average number of employees during the year was as follows:

31.10.24

31.10.23

Administration and sales

122

120

The average number of employees by undertakings that were proportionately consolidated during the year was NIL (2023 - NIL).

31.10.24

31.10.23

£

£

Directors' remuneration

100,017

100,000

Directors' pension contributions to money purchase schemes

6,142

5,814

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

1

1

4.	OPERATING PROFIT

The operating profit is stated after charging:

31.10.24

31.10.23

£

£

Hire of plant and machinery

520

880

Other operating leases

41,366

31,894

Depreciation - owned assets

80,937

72,043

Loss on disposal of fixed assets

-

778

Goodwill amortisation

335,604

335,178

Auditors' remuneration

16,800

16,000