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Registration number: SC332091

Wellbeing Pharmacies Limited
Annual Report and Unaudited Financial Statements
for the Year Ended 31 December 2025

Wellbeing Pharmacies Limited

Contents

Company Information | 1
Statement of Directors' Responsibilities | 2
Accountants' Report | 3
Balance Sheet | 4
Notes to the Unaudited Financial Statements | 5 to 13

Wellbeing Pharmacies Limited

Company Information

Directors | M A Hedley K A Murphy F T Gourlay

Company secretary | Mrs J A Hedley

Registered office Registration number Principal place of business | 31 Townsend Place Kirkcaldy Fife KY1 1HB SC332091 (Scotland) Unit 6 Katherine Park Katherine Street Kirkcaldy Fife KY2 5JY

Accountants | Brown, Scott & Main Chartered Accountants 31 Townsend Place Kirkcaldy Fife KY1 1HB

Wellbeing Pharmacies Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

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

• | select suitable accounting policies and 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 transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Chartered Accountants' Report to the Board of Directors on the Preparation of the Unaudited Statutory Accounts of
Wellbeing Pharmacies Limited
for the Year Ended 31 December 2025

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Wellbeing Pharmacies Limited for the year ended 31 December 2025 as set out on pages 4 to 13 from the company's accounting records and from information and explanations you have given us.

As a practising member firm of The Institute of Chartered Accountants of Scotland, we are subject to its ethical and other professional requirements which are detailed at www.icas.com/accountspreparationguidance

This report is made solely to you, in accordance with the terms of our engagement. Our work has been undertaken solely to prepare for your approval the financial information of Wellbeing Pharmacies Limited and state those matters that we have agreed to state to you in this report in accordance with the requirements of The Institute of Chartered Accountants of Scotland as detailed at http://www.icas.com/accountspreparationguidance. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that Wellbeing Pharmacies Limited has kept adequate accounting records and to prepare statutory accounts that give a true and fair view of the assets, liabilities, financial position and profit of Wellbeing Pharmacies Limited. You consider that Wellbeing Pharmacies Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the accounts of Wellbeing Pharmacies Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory accounts.

......................................
Brown, Scott & Main
Chartered Accountants
31 Townsend Place
Kirkcaldy
Fife
KY1 1HB

30 June 2026

Wellbeing Pharmacies Limited

(Registration number: SC332091)
Balance Sheet as at 31 December 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Intangible assets | 6 | 607,251 | 645,950
Tangible assets | 7 | 135,529 | 146,279
Investments | 8 | 187,074 | 222,299
|  | 929,854 | 1,014,528
Current assets |  |  |
Stock |  | 157,459 | 175,815
Debtors | 9 | 427,367 | 427,672
Cash at bank and in hand |  | 187,495 | 193,663
|  | 772,321 | 797,150
Creditors: Amounts falling due within one year | 10 | (890,005) | (912,358)
Net current liabilities |  | (117,684) | (115,208)
Total assets less current liabilities |  | 812,170 | 899,320
Creditors: Amounts falling due after more than one year | 10 | (601,912) | (643,660)
Provisions for liabilities | 11 | (27,645) | (22,165)
Net assets |  | 182,613 | 233,495
Capital and reserves |  |  |
Called up share capital | 13 | 5,882 | 5,882
Share premium reserve |  | 18,264 | 18,264
Retained earnings |  | 158,467 | 209,349
Shareholders' funds |  | 182,613 | 233,495

For the financial year ending 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• | The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476; and
• | The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the Board on 29 June 2026 and signed on its behalf by:

......................................... M A Hedley Director

Wellbeing Pharmacies Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

1 | General information

Wellbeing Pharmacies Limited is a private company, limited by shares, registered in Scotland. The company's registration number and registered office address can be found on the Company Information page.

2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of preparation

These financial statements have been prepared in accordance with the provisions of Section 1A "Small Entities" of 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.

The presentation currency is sterling.

Group accounts not prepared

The financial statements contain information about Wellbeing Pharmacies Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company has taken the option under Section 398 of the Companies Act 2006 not to prepare consolidated financial statements.

Going concern

The financial statements have been prepared on the going concern basis. The directors consider this appropriate as the company is supported by the value of its licences and it continues to meet its day to day commitments from working capital and existing financial arrangements as they fall due. The directors are confident that the company has adequate resources to continue in operational existence for the foreseeable future and remain committed to funding capital commitments from personal funds if required.

Turnover

Turnover represents the total value, excluding VAT, of revenue earned during the period from the sale of pharmaceutical products.

Government grants

Grants that are received in respect of expenditure incurred by the entity are recognised in profit and loss in the period when the grant becomes receivable.

Licences

Licences represent fees paid to obtain permission to operate pharmacies and are being amortised evenly over their estimated lives of 20 years. This is a departure from the requirements of section 1A of FRS 102 which requires intangible assets to be amortised over a period not exceeding 10 years. The directors believe the company's licences have a lifespan longer than 10 years and consider 20 years is a more accurate period for amortisation of the licences.
If the licences had been amortised over 10 years the amortisation charge to the profit and loss account would have been £77,397 (2024 £77,397), resulting in a decrease in the profit of £38,699 (2024 £38,699).

Tangible assets

Tangible fixed assets are stated at historical cost less accumulated depreciation and accumulated impairment losses.

Wellbeing Pharmacies Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025 (continued)

Depreciation

Depreciation is provided at rates calculated so as to write off the cost less residual value of each asset over its expected useful life as follows:

Asset class | Depreciation method and rate
Plant and equipment | 10% per annum straight line
Fixtures and fittings | 10% per annum straight line
Office equipment | 20% per annum straight line
Tenants' improvements | 5% per annum straight line
Motor vehicles | 25% per annum straight line

Impairment of assets

At each reporting date fixed assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If the estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in profit or loss.
If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

Investments in associates

Investments in associated companies are recognised at cost less impairment. Gains or losses on disposal of these investments are recognised in the profit and loss account.

Stock

Stock is stated at the lower of cost and net realisable value, and comprises pharmaceutical products for resale.

Tax

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and loss account, 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 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.

Group relief
Tax losses surrendered to any group company are paid in full by the claimant company.

Debtors

Trade debtors are amounts due for products sold in the ordinary course of business.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Wellbeing Pharmacies Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025 (continued)

Leases

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. The Capital element of the future payments is treated as a liability. The interest element of these obligations is charged to the profit and loss account over the relevant period on a straight line basis. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is shorter.
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs

The company operates defined contribution pension schemes for the benefit of its employees and one of its directors. Contributions payable to the pension schemes are charged to the profit and loss account in the period to which they relate and their assets are held separately from those of the company.

3 | Staff numbers

The average number of persons employed by the company (including directors) during the year, was 32 (2024 - 35).

4 | Other operating income

| 2025 |  | 2024
| £ |  | £
Management charges receivable | 42,000 |  | 121,563
Gain on disposal of fixed asset investments (2024 tangible fixed assets) | 58,525 |  | 1,870
Other operating income | 3,746 |  | 3,628
| 104,271 |  | 127,061

5 | Taxation

The tax charge / (credit) on the profit/loss for the year was as follows: | 2025 |  | 2024
| £ |  | £
Corporation tax charge | 40,624 |  | -
Deferred tax | 5,480 |  | 22,165
| 46,104 |  | 22,165

6 | Licences

| Licences £ | Total £
Cost
At 1 January 2025 | 773,971 | 773,971
At 31 December 2025 | 773,971 | 773,971
Amortisation
At 1 January 2025 | 128,021 | 128,021
Amortisation charge | 38,699 | 38,699
At 31 December 2025 | 166,720 | 166,720
Carrying amount
At 31 December 2025 | 607,251 | 607,251
At 31 December 2024 | 645,950 | 645,950

Wellbeing Pharmacies Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025 (continued)

7 | Tangible assets

| Leasehold improvements £ | Furniture, fittings and equipment £ | Total £
Cost
At 1 January 2025 | 12,069 | 335,732 | 347,801
Additions | - | 9,945 | 9,945
At 31 December 2025 | 12,069 | 345,677 | 357,746
Depreciation
At 1 January 2025 | 5,821 | 195,701 | 201,522
Charge for the year | 604 | 20,091 | 20,695
At 31 December 2025 | 6,425 | 215,792 | 222,217
Carrying amount
At 31 December 2025 | 5,644 | 129,885 | 135,529
At 31 December 2024 | 6,248 | 140,031 | 146,279

Included within furniture, fittings and equipment are assets purchased on hire purchase contracts with a net book value of £45,466 (2024 £51,394).

Wellbeing Pharmacies Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025 (continued)

8 | Investments

| 2025 £ | 2024 £
Investments in associates | 187,074 | 222,299

Associates | £
Cost
At 1 January 2025 | 222,299
Disposals | (35,225)
At 31 December 2025 | 187,074
Provision
Carrying amount
At 31 December 2025 | 187,074
At 31 December 2024 | 222,299

Investments in associates comprise: Wellbeing Rushport (Middlewich) Limited £100,100 (2024 - £100,100); Abbey Field Health Limited £86,924 (2024 - £86,924); Wellbeing (Keynsham) Limited £50 (2024 - £50); and Wellbeing Rushport (Whitton) Limited £0 (2024 - £35,225).
Wellbeing Pharmacies Limited has a 50% interest in Wellbeing Rushport (Middlewich) Limited and a 19% interest in Abbey Field Health Limited. During the year the company sold its 50% shareholding in Wellbeing Rushport (Whitton) Limited and since the year end has sold its 50% shareholding in Wellbeing Rushport (Middlewich) Limited.

9 | Debtors

Current | Note | 2025 £ | 2024 £
Trade debtors | 16 | 295,225 | 265,981
Amounts owed by related parties |  | 50,000 | 50,000
Prepayments |  | 15,426 | 32,450
Other debtors |  | 66,716 | 79,241
|  | 427,367 | 427,672

Included in debtors are balances due from related parties, which are included at note 16. Additionally the balance of £50,000 (2024 £50,000) above represents other funds due from related company Wellbeing Rushport (Middlewich) Limited.

Wellbeing Pharmacies Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025 (continued)

10 | Creditors

Creditors: amounts falling due within one year

| Note | 2025 £ | 2024 £
Due within one year |  |  |
Loans and borrowings | 12 | 41,350 | 46,941
Trade creditors |  | 666,187 | 712,028
Taxation and social security |  | 58,895 | 16,121
Accruals and deferred income |  | 13,607 | 10,562
Other creditors |  | 109,966 | 126,706
|  | 890,005 | 912,358

Creditors: amounts falling due after more than one year

| Note | 2025 £ | 2024 £
Due after one year |  |  |
Loans and borrowings | 12 | 601,912 | 643,660

Other creditors include loans of £100,000 (2024 £100,000) from directors which are interest free and have no repayment terms.

Creditors also include balances due to other related parties. Details of related party transactions are disclosed at note 16.

11 | Provisions for liabilities

| 2025 |  | 2024
| £ |  | £
Deferred tax: accelerated capital allowances | 27,645 |  | 22,165

|  |  | Deferred tax
Balance at 1 January 2025 |  |  | 22,165
Charge / (credit) to P&L during the year |  |  | 5,480
Balance at 31 December 2025 |  |  | 27,645

Wellbeing Pharmacies Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025 (continued)

12 | Loans and borrowings

Non-current loans and borrowings

| 2025 £ | 2024 £
Bank borrowings | 580,972 | 610,916
Hire purchase contracts | 20,940 | 32,744
| 601,912 | 643,660

Current loans and borrowings

| 2025 £ | 2024 £
Bank borrowings | 29,546 | 35,137
Hire purchase contracts | 11,804 | 11,804
| 41,350 | 46,941

In September 2023 the company borrowed £659,750 from Santander UK plc in order to purchase another pharmacy. The loan bears interest at 2.95% per annum above base rate and its repayment date is September 2029. The company also entered into an overdraft agreement with Sandander UK plc in 2023.
The company has provided securities by way of a fixed charge and a bond and floating charge over its property and undertakings in favour of Santander UK plc in support of its and its holding company's borrowings.
In 2020 the company borrowed £50,000 through the government's bounce back loan scheme, made available to businesses in response to the coronavirus pandemic. The loan is interest free for the first 12 months (the first 12 months interest was paid by the UK Government) and no repayments were due within this period. Interest is then charged at 2.5% per annum and the loan is repayable over the following 5 years by monthly instalment.

13 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary of £0.10 each | 58,823 | 5,882 | 58,823 | 5,882

14 | Dividends

Interim dividends paid

|  | 2025 £ |  | 2024 £
Interim dividend of £3.88 (2024 - £4.80) per each Ordinary share |  | 228,233 |  | 282,350

Wellbeing Pharmacies Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025 (continued)

15 | Obligations under leases

Operating Leases

The total of future minimum lease payments are as follows:

| 2025 |  | 2024
| £ |  | £
Not later than one year | 83,788 |  | 76,550
Later than one year and not later than five years | 332,819 |  | 299,785
Later than five years | 1,031,807 |  | 1,021,919
| 1,448,414 |  | 1,398,254

16 | Related party transactions

Wellbeing Healthcare Holdings Limited was incorporated on 18 May 2022 and acquired the entire shareholding of Wellbeing Pharmacies Limited on 31 October 2022. Its shareholders are Mr M A Hedley, Mrs J A Hedley, Mr F T Gourlay & Mr K A Murphy. Messrs Hedley, Gourlay and Murphy are also directors of this company and remain directors of Wellbeing Pharmacies Limited.
Mr M A Hedley is also:
- a director and shareholder of MAF Pharma Limited, a pharmaceutical wholesaler;
- a director of Wellbeing (Keynsham) Limited, Wellbeing Rushport (Middlewich) Limited** and Wellbeing Rushport (Whitton) Limited*, all retail pharmacies; and
- a director and shareholder of MAH Consulting Limited, providing consultancy services principally to the pharmacy and wholesale pharmaceutical sectors.
Mr F T Gourlay is also a director and shareholder of MAF Pharma Limited; and a director of Wellbeing (Keynsham) Limited, Wellbeing Rushport (Whitton) Limited*, Wellbeing Rushport (Middlewich) Limited** and Abbey Field Health Limited.
Mr K A Murphy is also a director of Wellbeing Rushport (Middlewich) Limited**.
*Wellbeing Rushport (Whitton) Limited was sold in January 2025.
**Wellbeing Rushport (Middlewich) Limited was sold in March 2026.

Wellbeing Pharmacies Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025 (continued)

The following related party transactions took place at arms' length during the year:
| Goods and services provided by |  | Goods and services purchased by
| Wellbeing Pharmacies Limited |  | Wellbeing Pharmacies Limited
| 2025 |  | 2024 |  | 2025 |  | 2024
| £ |  | £ |  | £ |  | £
Abbey Field Health Limited | 49,341 |  | 48,173 |  | - |  | -
MAF Pharma Limited | 463 |  | - |  | 80,814 |  | 110,188
MAH Consulting Limited | - |  | - |  | 13,000 |  | 6,000
Medicine Collection Limited | - |  | 20,123 |  | - |  | -
Wellbeing (Keynsham) Limited | 111 |  | 53,350 |  | - |  | -
Wellbeing Rushport (Middlewich) Limited | 21,807 |  | 19,074 |  | 376 |  | -
Wellbeing Rushport (Whitton) Limited | 1,845 |  | 24,860 |  | - |  | -
| 73,567 |  | 165,580 |  | 94,190 |  | 116,188

At the year end the following balances (excluding investments) were due:
| Debtor balances: due to |  | Creditor balances: due from
| Wellbeing Pharmacies Limited |  | Wellbeing Pharmacies Limited
| 2025 |  | 2024 |  | 2025 |  | 2024
| £ |  | £ |  | £ |  | £
Abbey Field Health Limited | 1,477 |  | 6,981 |  | - |  | -
MAF Pharma Limited | - |  | 16,000 |  | 133,800 |  | 187,566
MAH Consulting Limited | - |  | - |  | - |  | 7,200
Wellbeing (Keynsham) Limited | - |  | 124 |  | - |  | -
Wellbeing Rushport (Middlewich) Limited | 1,119 |  | 665 |  | - |  | -
Wellbeing Rushport (Whitton) Limited | - |  | 472 |  | - |  | -
| 2,596 |  | 24,242 |  | 133,800 |  | 194,766

At the year end loans due to directors were as follows: |  |  |
|  |  | 2025 |  | 2024
| Interest: | Repayment terms: | £ |  | £
Mr M A Hedley | no interest | no fixed repayment terms | 25,000 |  | 25,000
Mr F T Gourlay | no interest | no fixed repayment terms | 25,000 |  | 25,000
Mr G P Rowley * | no interest | no fixed repayment terms | 25,000 |  | 25,000
Mr K A Murphy | no interest | no fixed repayment terms | 25,000 |  | 25,000
|  |  | 100,000 |  | 100,000
* Mr G P Rowley resigned as director in September 2022. |  |  |