ACCOUNTS - Final Accounts preparation

HIRE PURCHASE AND FINANCE LEASES

Minimum lease payments under hire purchase fall due as follows:

Registered number: SC738251

RWP SUB LIMITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

RWP SUB LIMITED

COMPANY INFORMATION

Director	Brian Arris


Registered number	SC738251


Registered office	Dickies Pharmacy
	96 Victoria Road
	Aberdeen
	Scotland
	AB11 9DU


Independent auditors	Sumer Auditco Limited
	Chartered Accountants & Statutory Auditors
	14 City Quay
	Dundee
	DD1 3JA

RWP SUB LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RWP SUB LIMITED

UNDER SECTION 449 OF THE COMPANIES ACT 2006

Qualified opinion

We have audited the financial statements of RWP Sub Limited (the 'Company') for the year ended 31 August 2025, which comprise the Statement of financial position and the related notes, 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).

Except for the possible effects of the matter described in the Basis for qualified opinion section of our report, in our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 August 2025 and of its 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 qualified opinion

Whilst stocktakes were carried out by third party stocktaking firms around the year ends, we have been unable to satisfy ourselves concerning the stock quantities held at 31 August 2024 and 31 August 2025 which are included in the Statement of Financial Position at £90,053 and £97,064 respectively. Consequently we are unable to determine whether any adjustment to this amount, or the cost of sales in the current or previous period is necessary.

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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 qualified opinion.

Conclusions relating to going concern

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

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

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

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RWP SUB LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RWP SUB LIMITED (CONTINUED)

UNDER SECTION 449 OF THE COMPANIES ACT 2006

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The director is responsible for the other information contained within the Annual Report. 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. 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 course of 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.

Opinion 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 Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Director's report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In respect solely of the limitation on our work relating to stock described above, we have not obtained all the information and explanations that we consider necessary for the purpose of our audit and we were unable to determine whether adequate accounting records have been maintained.

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 Director's report.

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:

∙adequate accounting records have not been kept, or 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 director's remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit; or

Responsibilities of directors

As explained more fully in the Director's responsibilities statement set out on page 1, the director is 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 director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is 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 director either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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RWP SUB LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RWP SUB LIMITED (CONTINUED)

UNDER SECTION 449 OF THE COMPANIES ACT 2006

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
We focused on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and enquiries of legal counsel. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

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 Auditors' report.

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RWP SUB LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RWP SUB LIMITED (CONTINUED)

UNDER SECTION 449 OF THE COMPANIES ACT 2006

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 Auditors' 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.

Douglas Rae (Senior statutory auditor)

for and on behalf of

Sumer Auditco Limited

Chartered Accountants

Statutory Auditors

14 City Quay

Dundee

DD1 3JA

29 May 2026

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RWP SUB LIMITED

REGISTERED NUMBER: SC738251

STATEMENT OF FINANCIAL POSITION

AS AT 31 AUGUST 2025

		2025		2024
		£		£

FIXED ASSETS
Tangible assets	4		117,092		152,934
			117,092		152,934
CURRENT ASSETS
Stocks	6	97,064		90,053
Debtors: amounts falling due within one year	7	538,592		410,871
Cash at bank and in hand		152,050		212,375
		787,706		713,299
Creditors: amounts falling due within one year	8	(363,612)		(602,815)
NET CURRENT ASSETS			424,094		110,484
TOTAL ASSETS LESS CURRENT LIABILITIES			541,186		263,418
PROVISIONS FOR LIABILITIES
Deferred tax		(29,273)		(38,234)
			(29,273)		(38,234)
NET ASSETS			511,913		225,184

CAPITAL AND RESERVES
Called up share capital	11	1	1
Profit and loss account		511,912	225,183
		511,913	225,184

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 May 2026.

Brian Arris

Director

The notes on pages 6 to 13 form part of these financial statements.

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RWP SUB LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

1.	GENERAL INFORMATION

RWP Sub Limited is a private limited company, limited by shares, incorporated in Scotland with registration number SC738251. The registered office is Dickies Pharmacy, 96 Victoria Road, Aberdeen, Scotland AB11 9DU.
The functional and presentational currency of the Company is GBP sterling (£). The balances reported in the financial statements have been rounded to the nearest pound.

2.ACCOUNTING POLICIES

2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the requirements and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

2.2

TURNOVER

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Company has transferred the significant risks and rewards of ownership to the buyer;

∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

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RWP SUB LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.3

CURRENT AND DEFERRED TAXATION

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.4

TANGIBLE FIXED ASSETS

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.

Depreciation is provided on the following basis:

Fixtures and fittings

25%

Reducing balance

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

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RWP SUB LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.5

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of income and retained earnings for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

2.6

STOCKS

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.7

PROVISIONS FOR LIABILITIES

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.8

FINANCIAL INSTRUMENTS

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Statement of financial position 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.

2.9

DIVIDENDS

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

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RWP SUB LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

EMPLOYEES

The average monthly number of employees, including directors, during the year was 13 (2024 - 18).

4.	TANGIBLE FIXED ASSETS

		Fixtures and fittings
		£
	Cost or valuation
	At 1 September 2024	205,166
	Additions	3,322
	Disposals	(1,889)
	At 31 August 2025	206,599
	Depreciation
	At 1 September 2024	52,232
	Charge for the year on owned assets	38,101
	Disposals	(826)
	At 31 August 2025	89,507
	Net book value
	At 31 August 2025	117,092
	At 31 August 2024	152,934

5.	FIXED ASSET INVESTMENTS

		Investments in subsidiary companies
		£

	Additions	22,694
	Disposals	(22,694)
	At 31 August 2025	-

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RWP SUB LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

6.	STOCKS
		2025	2024
		£	£

Finished Goods	97,064	90,053
	97,064	90,053

DEBTORS

					2025	2024
					£	£


Trade debtors	165,186	207,828
Amounts owed by group undertakings	187,273	15,663
Amounts owed by joint ventures and associated undertakings	115,000	115,000
Other debtors	39,440	47,535
Prepayments and accrued income	31,693	24,845
	538,592	410,871

8.	CREDITORS: Amounts falling due within one year
		2025	2024
		£	£

Trade creditors	267,082	258,697
Amounts owed to group undertakings	-	137,365
Other taxation and social security	8,203	9,093
Other creditors	47,535	116,973
Accruals and deferred income	40,792	80,687
	363,612	602,815

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RWP SUB LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

10.	FINANCIAL INSTRUMENTS
		2025	2024
		£	£

	Financial assets
	Financial assets measured at fair value through profit or loss	152,050	152,050

Financial assets measured at fair value through profit or loss comprise...

11.	SHARE CAPITAL
		2025	2024
		£	£

Allotted, called up and fully paid

1 (2024 - 1) Ordinary share of £1.00	1	1

12.	PENSION COMMITMENTS

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £6,012 (2024 - £8,798). There were no amounts (2024 - £nil) due to be paid to the fund at the balance sheet date.

Not later than 1 year	66,000	48,000
Later than 1 year and not later than 5 years	230,000	192,000
Later than 5 years	489,500	152,000
	785,500	392,000

14.	RELATED PARTY TRANSACTIONS
	The Company has taken the advantage of the exemption in FRS102 Section 33.1A from disclosing transactions with wholly owned members of the Group. The director considers himself to be the only key management personnel. The director is not remunerated through this company.

Page 11

RWP SUB LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

Transactions with associated companies During the year the Company entered into the following transactions with related parties:
	2025	2024
	£	£


Other related parties - sales	1,766	475
Other related parties - purchases	(7,857)	(3,617)

Amounts due from associated companies The following amounts were outstanding at the reporting end date:
	2025	2024
	£	£


	Other related parties	108,608	110,909

15.	POST BALANCE SHEET EVENTS

Following the period end the business sold one pharmacy to leave two pharmacies still in ownership. The pharmacy in question contributed less than 10% of the profit before tax for the year to 31 August 2025.

16.	CONTROLLING PARTY

The immediate parent company is KDP (Aberdeen) Limited, a company registered in Scotland.
The ultimate parent undertaking is KDP Holdings Ltd, a company registered in Scotland, with registered address of 96 Victoria Road, Torry, Aberdeen, AB11 9DU.
KDP Holdings Ltd is the parent undertaking of the smallest and largest group of undertakings to consolidate these financial statements at 31 August 2025. The results of RWP Sub Limited are included within the financial statements of KDP Holdings Ltd, these are publicly available on Companies House.

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RWP SUB LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

17.	AUDITORS' INFORMATION

The auditors' report on the financial statements for the year ended 31 August 2025 was qualified.

The qualification in the audit report was as follows:

Qualified opinion
We have audited the financial statements of RWP Sub Limited (the 'Company') for the year ended 31 August 2025, which comprise the Statement of income and retained earnings, the Statement of financial position, the Statement of changes in equity and the related notes, 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).
Except for the possible effects of the matter described in the Basis for qualified opinion section of our report, in our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 August 2025 and of its 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 qualified opinion
Whilst stocktakes were carried out by third party stocktaking firms around the year ends, we have been unable to satisfy ourselves concerning the stock quantities held at 31 August 2024 and 31 August 2025 which are included in the Statement of Financial Position at £90,053 and £97,064 respectively. Consequently we are unable to determine whether any adjustment to this amount, or the cost of sales in the current or previous period is necessary.
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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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

The audit report was signed on 29 May 2026 by Douglas Rae (Senior statutory auditor) on behalf of Sumer Auditco Limited.

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