The directors present the strategic report for the year ended 30 November 2025.
The principal activities of the group during the year were those of retail pharmacy, pharmaceutical wholesaling and property rental.
In the current year the company has continued to react to the difficult financial climate that the sector continues to find itself in. We have once again reviewed the entire estate and have continued to dispose of some further outlying branches that do not feature within the strategy for the core estate.
The pharmacy branch network covers the South Yorkshire, Derbyshire, Milton Keynes, Lancashire, Merseyside, Greater Manchester and Midlands areas, now stretching down into Worcestershire.
The company is committed to actively working in partnership with local independent commissioning boards in the promotion of additional healthcare services.
Qualitative measures relating to “improvements in service” are important measures of performance to the company and community; however, these are difficult to measure. Quantitative measures in terms of business performance and profitability are important to shareholders and provide assurances as to the continuing stability of the organisation.
This year we have seen the volume of medication being dispensed through our Horizon site continue to grow. We are now assembling around 55% of all original pack repeat medication and 12% of our total item volume as compliance aid trays through our Hub. The large-scale automation Hub that we have built has created the opportunity at pharmacy level for pharmacy teams to support patients differently. The Community Pharmacy Contractual Framework (CPCF) that was announced this year did see an increase in remuneration for the sector, but any real increase was effectively wiped out by the increase in the National Living Wage and NI contributions, and the increase in business rates that we have experienced.
An independent economic review undertaken this year highlighted that the shortfall in remuneration to community pharmacy for the services delivered across England now stands at more than £2 billion annually, and that over 97% of community pharmacies were funded below their full economic cost of operation.
The government’s lack of desire to address this funding crisis means that more pharmacy contractors will continue to be loss making, and this in turn throws real risk to patient continuity and support when contractors inevitably go bust. Community pharmacy plays a vital role in the primary care infrastructure, and the inadequate remuneration the sector receives casts a real shadow over a large proportion of the network’s existence. As a company we are not immune from this threat, and it is disappointing when we perceive ourselves as innovative and forward thinking that we do not even have the luxury of investing in our premises and providing the ability to deliver better care and attention to patients, because we do not make a profit.
As a sector, we urgently need the next CPCF to be a fair reflection of what pharmacy remuneration needs for the security of the profession.
The upcoming introduction of inheritance tax changes to business property relief also means that as a company the owners are reluctant to invest further into the business for reasons associated with these changes. We are not alone in this approach, and other family businesses (both within the sector and outside) continue to lobby for this to be redacted. The idea of investing further when there is potential to be hit with an inheritance tax bill down the line, and having to unpick or dispose of the company’s hard work to pay for this, means that capital expenditure on any real scale is frozen indefinitely. Unfortunately, this approach will affect patients and colleagues internally but is something that we are currently powerless to prevent.
We continue to expect that pharmacy must promote the delivery of services to support the overstretched GP network, and that pharmacy will need to continue to adapt how it supports patients and how it frees up capacity elsewhere within primary care as a direct result of this. As a business, we are on board with this and can see the benefit that the central assembly of so much of our workload creates, capacity-wise, in pharmacy for patients. The increased benefits to patient safety of assembling en masse also cannot be ignored, with our Horizon Hub having a 0.00083% error rate.
We continue to support our colleagues with training and the correct tools to adapt their roles to supporting patients in other ways, not just through the supply of medication.
The decrease in assembling medication at pharmacy level means that more time is now available to dedicate to customer care, service delivery and development. There is also the opportunity for us to have tighter stock controls and to be more efficient with our purchasing, something else which benefits the NHS further in terms of reduced wastage.
The operational benefits from having more colleagues at a single site continue to be positive and build internal relationships.
Legislative change has provided the company with the ability to assemble and fulfil prescription medication for other pharmacy groups. This continues to be part of the company’s ongoing strategy, and consideration is being given to the operation currently. We have engaged with several associates on this and continue to work on a commercial offer for third-party assembly. We expect that next year we will have started assembling and supplying others with the conversations that we have currently undertaken.
Due to the increased volume through Horizon, and the third-party assembly avenue, we have agreed this year to install another Pack 2 Patient line at Horizon. Whilst this is a significant cost to the business, we are prioritising the future security of the operation and ensuring that we can continue to deal with the increased volume of work that we see at Horizon, especially at peak times within the year around bank holidays.
During this year, we also undertook the move to another lender. This was done to create opportunity within the sector should it arise, as well as considering the costs associated with borrowing money. The experience, now complete, has been a refreshing change, and we continue to work closely with our new lender in forging relationships.
The company continues to develop and grow teams, and we are embarking on more training and development opportunities for colleagues. We continue to look at innovative ways in which pharmacy can adapt what we do and improve our patients’ journeys. We continue to recruit pharmacists actively and offer very competitive packages for recruitment. Our pharmacist vacancy list continues to be small, and we are proud that even during very difficult circumstances pharmacists are actively seeking to come and work with us.
The National Living Wage increase this year has been challenging once again, but the company is committed to, and has established, a plan to ensure salary division amongst colleagues internally and their various roles, and works hard to ensure that costs do not outweigh revenue generated within a challenging financial situation.
Service levels continue to grow in line with expectation, and this will continue with the proportion of work being assembled within our central Hub. Prescription items have taken a slight dip again this year. The company has a strategy to recoup patients and to improve customer service at pharmacy level going forward, and this is a key point of company strategy for next year.
Performance is once again considered satisfactory under difficult trading conditions, both inside and outside the sector. The development and reliability of the Hub is an extremely positive piece of work for us to take away, and the feedback from pharmacy teams is that the level of work that is now taken away from pharmacy level not only facilitates the cultural shift to NHS services and providing different patient care, but also that this would not be possible if the dispensing workload were still associated at pharmacy level.
We continue to focus on cultural changes internally to ensure that pharmacy teams are supporting patients differently, and building different relationships with them and perceptions of how much more community pharmacy can support them. Given the plans outlined above, the company remains optimistic that those contractors in the network who continue to develop services and premises and invest to meet the challenges of the future will ultimately be identified as preferred providers by both local and central commissioning bodies.
Basic KPIs (key performance indicators) on which the company bases financial evaluations are gross profit, net profit and staff cost based. There is a direct link between profitability and branch staffing levels, which is reflected in the budgeting process.
Gross profit has increased slightly from 30.1% in 2024 to 31.2% in 2025.
Staffing remains the greatest asset, but also the largest cost to the company, amounting to £36.0m in 2024 and £37.6m in 2025. Staff costs as a percentage of turnover were 18.1% in 2024 and 18.7% in 2025, and as a percentage of gross profit were 60.3% in 2024 and 60.1% in 2025. Other costs are not significant to the profitability of the company and so are not deemed sufficient KPIs.
Net profit before tax is considered a KPI. PBIT cover (being Profit before interest, depreciation, exceptional items and tax over net interest costs) was 1.11 in 2024 and 1.89 in 2025. Company shareholders will note that the net profit before depreciation, exceptional items and tax as a percentage of turnover has increased from 2.9% in 2024 to 3.2% in 2025. In the forthcoming year the company expects profitability to be maintained.
The group has a strong balance sheet with net assets of £2.1m at the year end.
The group places considerable value on the involvement of its employees and has continued its previous practice of keeping them informed on matters affecting them as employees and on the various factors affecting the performance of the company. This is achieved through formal and informal meetings, internal bulletins and the company website. Employees are consulted regularly on a wide range of matters likely to affect their interests.
Engagement with suppliers, customers and other relationships
As a provider of community pharmacy services, the Group operates in a highly regulated healthcare environment and recognises its responsibility to patients, staff, and the wider NHS.
The Directors ensure that patient safety and quality of care remain central to all business decisions. This includes maintaining robust dispensing procedures, investing in staff training, and ensuring compliance with all relevant regulatory and professional standards. The Group serves its local community by providing accessible healthcare services, including dispensing prescriptions, offering advice, and delivering NHS and private services.
The Directors consider the impact of business decisions on patients and the local community, aiming to ensure continuity of service, accessibility, and responsiveness to local healthcare needs.
Our planning is designed to have a long-term beneficial impact on the group and contribute to its future success through improving quality, operating within budgetary controls and in line with our regulatory targets. This requires us to consider the long-term in all our strategic decisions at board level.
Our employees are fundamental to the success of our group. We aim to be a responsible employer in our approach to the pay and benefits our employees receive. The health, safety and well-being of our employees is one of our primary considerations in how we operate.
We aim to act responsibly and fairly in how we engage with suppliers. The group has oversight of the procurement processes and receives regular updates on any matter of significance. The group is very much focused on its customers, and the directors commit considerable time, effort and resources into understanding and responding to the needs of customers. The directors also seek to build strong relationships with other stakeholders in the areas where we operate.
As an independent pharmacy chain, the directors understand the impact of the group's operations on the communities it serves and the environment, and attribute to behaving as a responsible business.
The director's intention is to behave responsibly and ensure that management operates in a
responsible manner, operating within the high standards of conduct and good governance required for a business in our sector. All of our people are expected to act within the regulatory framework dictated by our sector. Our reputation is important and the reputational impact of decisions made by the directors are always considered.
As a group, our intention is to behave responsibly toward our shareholders and to treat them fairly and equally, so they too may benefit from the group's success.
Section 172 (1) of the Companies Act 2006 requires the directors of the group to act in a way which they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole and in doing so have regard to the interest of the stakeholders, including customers, suppliers and the wider community in which it operates. In doing this, section 172 requires each director to have regard to all of the above matters.
On behalf of the board
The directors present their annual report and financial statements for the year ended 30 November 2025.
The results for the year are set out on page 12.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Business risks
The main risks to the business are namely the reliance on the government and NHS which provide both the majority of business and control of the drug tariff prices paid, and activities of the major competitors within the locality.
The aim is to mitigate the risks of the business as much as possible through active involvement in policy making processes, and by ensuring good relations with the doctors' surgeries, proximity to the doctors' surgeries, developing and maintaining good customer relations and by monitoring purchasing costs constantly.
Financial risks
The company's principal financial instruments comprise bank balances, bank loans and overdrafts, trade creditors and trade debtors. The main purpose of these instruments is to raise funds for thecompany's operations.
Due to the nature of the financial instruments used by the company there is no exposure to price risk. The company's approach to managing other risks applicable to the financial instruments concerned is shown below.
In respect of bank balances the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the use of overdrafts at floating rates of interest. In respect of loans these comprised loans from the directors and loans from financial institutions. The interest rate on the loans from financial institutions was variable but the repayments were fixed. The company managed the liquidity risk by ensuring there were sufficient funds to meet the payments. No interest is currently being charged by the directors on their loan accounts.The majority of trade debtors represent amounts owed by the NHS. Other trade debtors are managed closely in respect of credit and cash flow risk.
Trade creditor liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.
Information on matters of concern to employees is given through internal bulletins and website which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance. Arrangements exist to consult and discuss with employees on matters likely to affect their interests.
Subsequent to the year end, the Group completed the disposal of three trading branches in April for total consideration of £2.1m. As these transactions took place after the reporting date, they are treated as non‑adjusting post balance sheet events and are not reflected in the financial statements for the year.
In June 2026, the Group also acquired three subsidiary entities from a third party. Each entity comprises a trading branch which is expected to be integrated into the Group during the financial year. As the acquisitions occurred after the reporting date, they are likewise treated as non‑adjusting post balance sheet events.
The Directors consider that these events are indicative of the Group’s ongoing strategic development but do not affect the financial position at the reporting date.
The company will continue to adopt measures to ensure that the Group remains profitable and financially stable despite the pharmacy market being a difficult sector to operate in.
BK Plus Audit Limited resigned as auditors of the company under Section 516 of the Companies Act 2006 ("the Act"). The Directors can confirm that none of the reasons for BK Plus Audit ceasing to hold office and no matters connected with their ceasing to hold office need to be brought to the attention of members or creditors of the company.
BHP LLP were subsequently appointed as auditors from 17 November 2025 under Section 485 of the Act.
Sumer Auditco Limited were appointed as auditor to the company following BHP LLP becoming part of the Sumer Group on 31 December 2025, which required a change in audit firm to comply with applicable regulatory requirements.
In accordance with section 487(2) of the Companies Act 2006, Sumer Auditco Limited are deemed to be reappointed annually.
The group has continued to improve efficiency and minimise fuel consumption within its warehouses.
Our new warehouse facility went live during the year, and as a consequence, there was overlap as we ramped down the existing warehouses leading to increased consumption during the year. We expect consumption to reduce in 2025.
The horizon building was built with energy efficient measures in mind.
Energy consumption and associated carbon emissions have been calculated in line with the GHG Protocol, using site-level energy data and the UK Government’s published conversion factors. For reporting periods spanning multiple calendar years, a blended approach has been applied to the factors to reflect the fraction of the period in each year. Fugitive emissions have been excluded from this report due to poor data availability and negligible impact. The figures for the previous reporting period have been restated due to significant divestments and closures across the portfolio.
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per employee, the recommended ratio for the sector.
During the year, we have continued with our rollout of LED lighting and electrical upgrades across the estate to deliver a reduction in emissions. We are now nearing the end of this programme which will continue in to 2026. We have also moved energy brokers to TRUE energy, who are engaged to assist us with identifying further opportunities.
Horizon is a purpose built warehouse, constructed with energy efficient measures in mind. Whilst consumption levels have increased during the year, this is in line with increased activity. We have reviewed the van routes and scheduling in the period and have managed to reduce the milage and fuel consumption. We have also moved energy brokers to TRUE energy, who are engaged to assist us with identifying further opportunities.
United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 group and parent company, and of the profit or loss of the group for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of PCT Healthcare (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 November 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
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 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the Group through discussions with directors and other management, and from our commercial knowledge and experience of the trade;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Group;
we assessed the extent of compliance with the laws and regulations considered above through making enquiries of management; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by;
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risks of fraud through management bias and override controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims; and
discussions with senior management regarding relevant regulations and reviewing the company’s legal and professional fees.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the director’s and other management and the inspection of regulatory and legal correspondence.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £2,588,111 (2024 - £7,323,899 profit).
PCT Healthcare (Holdings) Limited (“the company”) is a private company limited by shares domiciled and incorporated in England and Wales. The registered office is 11 Manchester Road, Walkden, Manchester, M28 3NS.
The group consists of PCT Healthcare (Holdings) Limited and all of its subsidiaries.
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, modified to include investment properties at fair value. The principal accounting policies adopted are set out below.
The 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 for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company PCT Healthcare (Holdings) Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 30 November 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group's equity therein. Non-controlling interests consist of the amount of those interests at the date the original business combination and the non-controlling shareholders' share of changes in equity since the date of the combination.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to benefit from its activities.
In assessing the validity of the going concern basis for a period of at least twelve months from the date of approval of these financial statements, the directors have considered profit and loss and cash flow forecasts they have prepared for the period ended 30 November 2026. Additionally, they have considered the level of bank facilities available to the group and compliance with bank covenant tests both during the period and the period ahead. In June 2025, the company entered into a new facilities agreement with its new bankers until June 2030.
Having considered the group's financial forecasts and investment and financing commitments, the directors believe that the group has sufficient current and future facilities available for them to meet their liabilities including finance obligations whilst in compliance with its banking covenants for at least twelve months from the date of signing these financial statements.
Having considered the above, at the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Revenue 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. The fair value of the consideration takes into account trade discounts, settlement discounts and volume rebates.
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 dispatch 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.
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 recognised in profit or loss.
Depreciation continues to be charged on revalued amounts.
Revaluation gains and losses are recognised in other comprehensive income and accumulated in the revaluation reserve, except to the extent that they reverse a revaluation decrease previously recognised in profit or loss, in which case the gain is recognised in profit or loss. Conversely, revaluation deficits are recognised in profit or loss except to the extent of any existing surplus in the revaluation reserve in respect of that asset
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. 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 group reviews the carrying amounts of its tangible and intangible 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.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
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.
The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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.
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 group 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 group 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.
Equity instruments issued by the group 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 group.
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 group’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 if, and only if, there is 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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
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 leased asset are consumed.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements have had the most significant effect on amounts recognised in the financial statements.
The company estimates the useful lives and residual values of plant, fixtures and equipment in order to calculate depreciation charges. Changes in these estimates could result in changes being required to annual depreciation charges in the profit and loss account and the carrying values of plant, fixtures and equipment.
The company estimates the useful lives and residual values of intangible assets in order to calculate amortisation charges. Changes in these estimates could result in changes being required to annual amortisation charges in the profit and loss account and the carrying values of intangible assets.
The company is subject to review of certain income which may result in clawback of revenue by the Department of Health. In the directors' view, there was a reduction in the provision required in the current year.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
The valuation of investment property requires the use of judgement. Fair value is based on market conditions at the reporting date and involves estimates such as expected rental income, yields and comparable market evidence. These assumptions are inherently uncertain and changes in market conditions could lead to a material change in the property’s fair value in future periods.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.
Reversals of previous impairment losses have been recognised in profit or loss as follows:
More information on impairment movements in the previous year is given in note 11.
More information on impairment movements in the year is given in note 11.
There has been a prior year restatement in these Group accounts to reclassify £22,609,281 of Investment Property to Freehold Property as at 31 November 2024.
The fair value of the investment property has been arrived at on the basis of a valuation carried out at 30 November 2025 by W T Gunson Chartered Surveyors, who are not connected with the company. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.
Details of the company's subsidiaries at 30 November 2025 are as follows:
Bank borrowings are secured by fixed charges over the investments and book debts together with a floating charge over the assets of the company.
During the year the company secured a new term loan and revolving bank facility for the Group, with new bankers. The financing consists of a £30m term loan repayable over 5 years from June 2025, together with a £10m receivables finance facility.
Interest is payable at a maximum of 2.25% above SONIA on the term loan and revolving bank finance facilities.
The NHS Reimbursement provision is to cover clawback of over-reimbursement received in previous financial years.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
Preference A shares
The Preference A shares have a right to a fixed cumulative preferential dividend at the rate of 8% per annum. They are non-voting and have no rights on winding up other than to be redeemed at par prior to any distribution to the ordinary shareholders.
Preference C shares
The Preference C shares carry a fixed cumulative dividend (other than payment of dividends in relation to the Preference A shares which shall have priority) at the rate of SONIA plus 2.15% per annum on the capital for the time being paid up other than to be redeemed at par prior to any distribution to the ordinary shareholders.
This reserve represents the surplus arising on the revaluation of freehold property, net of deferred tax. Amounts are transferred to the profit and loss reserve as the underlying assets are used or disposed of.
This reserve records the nominal value of share repurchased by the company.
This reserve represents the premium arising on each share issued as part of a reorganisation on 15 March 2021.
This reserve records retained earnings and accumulated losses.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
The operating leases represent leases of properties to third parties. The leases are negotiated over terms of 1-20 years. There are no options in place for either party to extend the lease terms.
Amounts contracted for but not provided in the financial statements:
Three branch disposals were completed at the end of April for total consideration of £2.1m. As these transactions occurred after the reporting date, they are treated as non‑adjusting post balance sheet events under FRS 102 Section 32. Accordingly, no adjustment has been made to the financial statements.
In June 2026, the Group acquired three subsidiaries from a third party. Each entity comprises a trading branch which is expected to be transferred (hived up) into the Group during the financial year. As the acquisition took place after the reporting date, it is treated as a non‑adjusting post balance sheet event.
The remuneration of key management personnel is as follows.
During the year, the Group entered into the following transactions with related parties:
The Group has a loan from a family member of minority shareholders of a subsidiary. Interest charged during the year was £29,363 (2024: £19,450), of which £30,077 was paid (2024: £30,077). At the year end, accrued interest of £410,143 (2024: £409,428) and loan principal of £870,000 (2024: £1,160,000) were outstanding.
Amounts due to directors totalled £14,831,510 (2024: £15,458,414). These balances are unsecured and interest free.
The Group also has preference shares held by a trust connected to a director. Interest charged in the year amounted to £1,130,106 (2024: £1,272,896), with £24,270,423 outstanding at the year end (2024: £23,140,317).
Purchases from entities connected through family ownership or through directors totalled £2,944,780 (2024: £3,081,763). Amounts outstanding at the year end in respect of these purchases were £1,044,334 (2024: £823).
Separately, an entity connected through family ownership provided construction services, with recharges of £2,257 (2024: £nil). Amounts outstanding at the year end were £1,908,481 (2024: £1,600,000).
No professional services were purchased during the year from a director-related entity (2024: £7,047), and no balances were outstanding at the year end (2024: £57,000).
The Group occupied properties owned by related parties, including entities connected through family ownership, minority shareholders, and pension schemes connected to directors and minority shareholders. Total rent expense during the year amounted to £62,914 (2024: £65,552).
Expenses of £752 were incurred in relation to a director’s purchase of gifts for a company under common control.
Dividends totalling £56,160 (2024 - £56,160) were paid in the year in respect of Preference A shares held by the company's directors.
The amounts due to Mr G A Tims and P Cattee at the balance sheet were £1,109,580 and £13,721,930 respectively (2024: £1,404,295 and £14,054,119). The loans are interest free.
During the year, a number of prior period adjustments have been identified and recognised in accordance with FRS 102, as set out in detail below. These relate to (i) the classification and treatment of preference shares, (ii) a change in accounting policy in respect of tangible fixed assets, and (iii) the correction of intercompany balances in the company financial statements. The comparative figures have been restated accordingly.
During the year, the Company identified prior period errors relating to the accounting treatment of interest payable on preference shares.
The calculation and accrual of interest payable on preference shares had been understated in prior financial periods. As a result, finance costs and the related accrual were understated in the statement of financial position and profit and loss account in prior periods.
In accordance with FRS 102 Section 10 – Accounting Policies, Estimates and Errors, these errors have been corrected retrospectively.
Finance costs increased and retained earnings were reduced accordingly. The correction had no impact on revenue or cash flows. The preference share interest accrual had overall been understated in the prior period.
Comparative figures have been restated accordingly, and the financial statements are presented as if the errors had not occurred.
During the year, the directors reviewed the classification of the Group’s property portfolio and concluded that certain freehold properties previously classified as investment properties are held for use within the group, as they are rented to fellow group subsidiaries.
Under Section 16 and Section 17 of FRS 102, properties let to other entities within the same group do not meet the definition of investment property in the individual financial statements of the lessor and should instead be accounted for as property, plant and equipment (freehold properties).
Accordingly, the Group has changed its accounting policy so that freehold properties rented to fellow group subsidiaries are recognised as freehold properties within property, plant and equipment, rather than as investment properties.
As part of the restatement, the group has clarified its accounting policy for freehold land and buildings.
The group applies the revaluation model under FRS 102, with properties held at fair value based on regular valuations. Depreciation is charged on revalued amounts over the assets’ useful economic lives. Revaluation gains and losses are recognised in other comprehensive income and accumulated in a revaluation reserve, except where they reverse a previous revaluation movement recognised in profit or loss.
The prior year comparatives have been restated to reflect the consistent application of this policy.
This change has been applied retrospectively in accordance with Section 10 of FRS 102, and therefore the prior year comparative figures have been restated as if the revised accounting policy had always been applied.
During the year, the Company identified prior period errors relating to the accounting treatment of certain intercompany balances.
Certain intercompany balances had not been fully impaired in prior periods. Following a detailed review undertaken during the year, the Directors concluded that these balances were irrecoverable and should have been written off in earlier financial periods.
In accordance with FRS 102 Section 10 – Accounting Policies, Estimates and Errors, these errors have been corrected retrospectively.
A prior year adjustment has been recognised to write off the irrecoverable intercompany balances. Comparative figures have been restated accordingly, and opening reserves have been adjusted as at the beginning of the earliest period presented, as if the error had not occurred.
The correction resulted in a net reduction in creditors for the Company.
Comparative figures have been restated accordingly, and the financial statements are presented as if the errors had not occurred.
Following the prior year restatement, a corresponding adjustment has been made to the non-controlling interest. The amount previously recognised as £2,034,405 at 30 November 2024 has been revised to £1,989,447. This restated amount has been brought forward as the opening balance in the current financial year financial statements.