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REGISTERED NUMBER: 15421406 (England and Wales)














Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 October 2025

for

Matrix Healthcare Group Limited

Matrix Healthcare Group Limited (Registered number: 15421406)






Contents of the Consolidated Financial Statements
for the Year Ended 31 October 2025




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 5

Consolidated Profit and Loss Account 9

Consolidated Other Comprehensive Income 10

Consolidated Balance Sheet 11

Company Balance Sheet 12

Consolidated Statement of Changes in Equity 13

Company Statement of Changes in Equity 14

Consolidated Cash Flow Statement 15

Notes to the Consolidated Cash Flow Statement 16

Notes to the Consolidated Financial Statements 17


Matrix Healthcare Group Limited

Company Information
for the Year Ended 31 October 2025







DIRECTORS: Mr J W S Curtis
Mr D J Low
Mr C E Toomey





REGISTERED OFFICE: 23s46 Mereside
Alderley Park
Alderley Edge
Cheshire
SK10 4TG





REGISTERED NUMBER: 15421406 (England and Wales)





AUDITORS: Thompson Wright (Audit) Limited
Ebenezer House
Ryecroft
Newcastle under Lyme
Staffordshire
ST5 2BE

Matrix Healthcare Group Limited (Registered number: 15421406)

Group Strategic Report
for the Year Ended 31 October 2025

The directors present their strategic report of the company and the group for the year ended 31 October 2025.

REVIEW OF BUSINESS
The director considers the overall financial performance of the group to be in line with expectations given the tough trading environment, and is confident that the group will grow over the coming years.

The director considers the group's key performance indicators ("KPIs") to be like for like sales, gross margins, earnings before interest, tax, depreciation and amortisation (EBITDA) and net worth. The director is satisfied with the EBITDA of £2,617,143 (2024 £1,657,494) for the year.

During the period, the group underwent a restructuring whereby ownership of Matrix Healthcare Solutions (Ireland) Limited was transferred from Matrix Healthcare Solutions Limited to Matrix Healthcare Group Limited.

PRINCIPAL RISKS AND UNCERTAINTIES
The director has identified the key risks faced by the group to be market risk and financial risk.

MARKET RISK
The directors are constantly monitoring market prices and competitors to minimise the market risk.

LIQUIDITY RISK
The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Short term flexibility is achieved by overdraft facilities but currently the group is not using any such facilities.

FINANCIAL RISK
The group finances its operations through a mixture of retained profits, cash at bank and bank loans. The group financial asset is cash. Since the nature of the groups operations are such that trade debtors are minimal, the director considers that the group has limited exposure to credit risk.

FUTURE DEVELOPMENTS
Looking to the future, the directors want to maintain appropriate investment levels in the group to maintain and secure the groups position in the market.

ON BEHALF OF THE BOARD:





Mr D J Low - Director


30 July 2026

Matrix Healthcare Group Limited (Registered number: 15421406)

Report of the Directors
for the Year Ended 31 October 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 October 2025.

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of wholesale of pharmaceutical goods.

DIVIDENDS
The total distribution of dividends for the year ended 31 October 2025 will be £ 272,930 .

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 November 2024 to the date of this report.

Mr J W S Curtis
Mr D J Low
Mr C E Toomey

The following directors were appointed after the year end:

Mr Z M Gilles (appointed 6 January 2026)
Mr W G Plumb (appointed 6 January 2026)

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", 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 of the profit or loss of the Group for that period. In preparing the financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;
- state whether applicable United Kingdom Accounting Standards, comprising FRS 102, have been followed, subject to any material departures disclosed and explained in the financial statements;
- make judgements and accounting estimates that are reasonable and prudent; and
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group and 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.

The directors are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

Matrix Healthcare Group Limited (Registered number: 15421406)

Report of the Directors
for the Year Ended 31 October 2025


AUDITORS
The auditors, Thompson Wright (Audit) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:




Mr D J Low - Director


30 July 2026

Report of the Independent Auditors to the Members of
Matrix Healthcare Group Limited

Opinion
We have audited the financial statements of Matrix Healthcare Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 2025 which comprise the Consolidated Profit and Loss Account, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31 October 2025 and of the group's 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 opinion
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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'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.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

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

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Matrix Healthcare Group Limited


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
Matrix Healthcare Group Limited


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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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, namely the 2012 Human Medicines Directive, the Rules and Guidance for Pharmaceutical Distributors and the Directive 2001/83/EC.

- 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, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, and health and safety legislation as well as regulations relating to the trading operation of the business.

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; 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 risk of fraud through management bias and override of 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

- reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company's legal advisors.

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 directors and other management and the inspection of regulatory and legal correspondence, if any.


Report of the Independent Auditors to the Members of
Matrix Healthcare Group Limited

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 for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




J P Bostock BA (Hons) BFP FCA (Senior Statutory Auditor)
for and on behalf of Thompson Wright (Audit) Limited
Ebenezer House
Ryecroft
Newcastle under Lyme
Staffordshire
ST5 2BE

30 July 2026

Matrix Healthcare Group Limited (Registered number: 15421406)

Consolidated Profit and Loss Account
for the Year Ended 31 October 2025

2025 2024
Notes £    £   

TURNOVER 3 56,007,269 36,692,831

Cost of sales 50,931,207 33,564,723
GROSS PROFIT 5,076,062 3,128,108

Administrative expenses 2,468,636 2,753,858
2,607,426 374,250

Other operating income 216 -
OPERATING PROFIT 5 2,607,642 374,250

Exceptional item 6 421,526 -
2,186,116 374,250

Interest receivable and similar income 25,536 17,431
2,211,652 391,681

Interest payable and similar expenses 7 969 8,653
PROFIT BEFORE TAXATION 2,210,683 383,028

Tax on profit 8 394,052 (61,183 )
PROFIT FOR THE FINANCIAL YEAR 1,816,631 444,211
Profit attributable to:
Owners of the parent 1,816,631 444,211

Matrix Healthcare Group Limited (Registered number: 15421406)

Consolidated Other Comprehensive Income
for the Year Ended 31 October 2025

2025 2024
Notes £    £   

PROFIT FOR THE YEAR 1,816,631 444,211


OTHER COMPREHENSIVE INCOME
Currency translation differences 193,282 (6,197 )
Income tax relating to other comprehensive
income

-

-
OTHER COMPREHENSIVE INCOME FOR THE YEAR,
NET OF INCOME TAX

193,282

(6,197

)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 2,009,913 438,014

Total comprehensive income attributable to:
Owners of the parent 2,009,913 437,974
Non-controlling interests - 40
2,009,913 438,014

Matrix Healthcare Group Limited (Registered number: 15421406)

Consolidated Balance Sheet
31 October 2025

2025 2024
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 11 171,087 -
Tangible assets 12 25,892 25,027
Investments 13 - -
196,979 25,027

CURRENT ASSETS
Stocks 14 246,856 2,518,099
Debtors 15 1,176,474 1,392,579
Cash at bank 6,963,198 840,868
8,386,528 4,751,546
CREDITORS
Amounts falling due within one year 16 4,365,000 2,296,767
NET CURRENT ASSETS 4,021,528 2,454,779
TOTAL ASSETS LESS CURRENT LIABILITIES 4,218,507 2,479,806

PROVISIONS FOR LIABILITIES 19 6,473 4,755
NET ASSETS 4,212,034 2,475,051

CAPITAL AND RESERVES
Called up share capital 20 100 100
Retained earnings 21 4,211,894 2,474,911
SHAREHOLDERS' FUNDS 4,211,994 2,475,011

NON-CONTROLLING INTERESTS 40 40
TOTAL EQUITY 4,212,034 2,475,051

The financial statements were approved by the Board of Directors and authorised for issue on 30 July 2026 and were signed on its behalf by:





Mr D J Low - Director


Matrix Healthcare Group Limited (Registered number: 15421406)

Company Balance Sheet
31 October 2025

2025 2024
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 11 - -
Tangible assets 12 - -
Investments 13 9,402 100
9,402 100

CURRENT ASSETS
Debtors 15 100 100

CREDITORS
Amounts falling due within one year 16 2,967 1,120
NET CURRENT LIABILITIES (2,867 ) (1,020 )
TOTAL ASSETS LESS CURRENT LIABILITIES 6,535 (920 )

CAPITAL AND RESERVES
Called up share capital 20 100 100
Retained earnings 21 6,435 (1,020 )
SHAREHOLDERS' FUNDS 6,535 (920 )

Company's profit/(loss) for the financial year 280,385 (1,020 )

The financial statements were approved by the Board of Directors and authorised for issue on 30 July 2026 and were signed on its behalf by:





Mr D J Low - Director


Matrix Healthcare Group Limited (Registered number: 15421406)

Consolidated Statement of Changes in Equity
for the Year Ended 31 October 2025

Called up
share Retained Share
capital earnings premium
£    £    £   
Balance at 1 November 2023 100 2,137,244 89,950

Changes in equity
Repayment of share premium - - (89,950 )
Dividends - (100,347 ) -
Total comprehensive income - 438,014 -
Balance at 31 October 2024 100 2,474,911 -

Changes in equity
Dividends - (272,930 ) -
Total comprehensive income - 2,009,913 -
Balance at 31 October 2025 100 4,211,894 -
Non-controlling Total
Total interests equity
£    £    £   
Balance at 1 November 2023 2,227,294 - 2,227,294

Changes in equity
Repayment of share premium (89,950 ) - (89,950 )
Dividends (100,347 ) - (100,347 )
Total comprehensive income 438,014 40 438,054
Balance at 31 October 2024 2,475,011 40 2,475,051

Changes in equity
Dividends (272,930 ) - (272,930 )
Total comprehensive income 2,009,913 - 2,009,913
Balance at 31 October 2025 4,211,994 40 4,212,034

Matrix Healthcare Group Limited (Registered number: 15421406)

Company Statement of Changes in Equity
for the Year Ended 31 October 2025

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Issue of share capital 100 - 100
Total comprehensive income - (1,020 ) (1,020 )
Balance at 31 October 2024 100 (1,020 ) (920 )

Changes in equity
Dividends - (272,930 ) (272,930 )
Total comprehensive income - 280,385 280,385
Balance at 31 October 2025 100 6,435 6,535

Matrix Healthcare Group Limited (Registered number: 15421406)

Consolidated Cash Flow Statement
for the Year Ended 31 October 2025

2025 2024
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 6,337,741 (3,312,528 )
Interest paid (969 ) (8,653 )
Tax paid (402,140 ) (128,315 )
Net cash from operating activities 5,934,632 (3,449,496 )

Cash flows from investing activities
Purchase of intangible fixed assets (171,087 ) -
Purchase of tangible fixed assets (10,366 ) (14,313 )
Interest received 25,536 17,431
Net cash from investing activities (155,917 ) 3,118

Cash flows from financing activities
Loan repayments in year (41,667 ) (83,333 )
Amount introduced by directors - 1,201
Amount withdrawn by directors (33,160 ) (10,847 )
Reduction in share premium - (89,950 )
Retranslation movement 193,282 (6,197 )
Loans from/to associates 498,090 -
Equity dividends paid (272,930 ) (100,347 )
Net cash from financing activities 343,615 (289,473 )

Increase/(decrease) in cash and cash equivalents 6,122,330 (3,735,851 )
Cash and cash equivalents at beginning of year 2 840,868 4,576,719

Cash and cash equivalents at end of year 2 6,963,198 840,868

Matrix Healthcare Group Limited (Registered number: 15421406)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 31 October 2025

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

2025 2024
£    £   
Profit before taxation 2,210,683 383,028
Depreciation charges 9,501 7,923
Loss on disposal of fixed assets - 1,275,321
Finance costs 969 8,653
Finance income (25,536 ) (17,431 )
2,195,617 1,657,494
Decrease/(increase) in stocks 2,271,243 (1,163,734 )
Decrease/(increase) in trade and other debtors 211,189 (145,208 )
Increase/(decrease) in trade and other creditors 1,659,692 (3,661,080 )
Cash generated from operations 6,337,741 (3,312,528 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 October 2025
31.10.25 1.11.24
£    £   
Cash and cash equivalents 6,963,198 840,868
Year ended 31 October 2024
31.10.24 1.11.23
£    £   
Cash and cash equivalents 840,868 4,576,719


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.11.24 Cash flow At 31.10.25
£    £    £   
Net cash
Cash at bank 840,868 6,122,330 6,963,198
840,868 6,122,330 6,963,198
Debt
Debts falling due within 1 year (41,667 ) 41,667 -
(41,667 ) 41,667 -
Total 799,201 6,163,997 6,963,198

Matrix Healthcare Group Limited (Registered number: 15421406)

Notes to the Consolidated Financial Statements
for the Year Ended 31 October 2025

1. STATUTORY INFORMATION

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

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation
The consolidated financial statements incorporate the financial statements of the company and all subsidiary undertakings, together with the group's shares of the net assets and results of associated undertakings and joint ventures. The financial statements of all group companies are adjusted, where necessary, to ensure the use of consistent accounting policies.

Group reconstructions are included in the consolidated financial statements using the merger basis.

Acquisitions are accounted for under the merger basis. The results of companies acquired or disposed of are included in the group profit and loss account from or up to the date that control passes respectively.

Significant judgements and estimates
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those 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.

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

Revenue is recognised as the company becomes entitled to consideration for the goods supplied.

Impairment of debtors
Management perform ongoing reviews of the recoverability of debtor balances, An allowance for doubtful debts is maintained for potential credit losses based on management's assessment of the expected collectability of amounts receivable. The allowance for bad debts is reviewed periodically to assess the adequacy of the allowance

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Fixtures and fittings - 20% on cost
Computer equipment - 20% on cost

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

Matrix Healthcare Group Limited (Registered number: 15421406)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 October 2025

2. ACCOUNTING POLICIES - continued

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

Financial instruments are recognised 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.

(i) Basic financial assets
Basic financial assets, which include trade and other debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost being the transaction price less any amounts settled and any impairment losses.

(ii) Impairment of financial assets
A provision for impairment of trade debtors is established when there is objective evidence that the amounts due will not be collected according to the original terms of the contract. Impairment losses are recognised in profit or loss for the excess of the carrying value of the trade debtor over the present value of the future cash flows discounted using the original effective interest rate. Subsequent reversals of an impairment loss that objectively relate to an event occurring after the impairment loss was recognised, are recognised immediately in profit or loss.

(iii) Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

(iv) Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

(v) Basic financial liabilities
Basic financial liabilities, including trade and other creditors, 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.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

(vi) Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company’s contractual obligations are discharged, cancelled, or they expire.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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.


Matrix Healthcare Group Limited (Registered number: 15421406)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 October 2025

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

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

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

Foreign currencies
(i) Functional and presentation currency
The company's functional and presentation currency is the pound sterling.

(ii) Transactions and balances
Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

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

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

2025 2024
£    £   
Europe 42,224,187 18,436,149
UK & Rest of the world 13,783,082 18,256,682
56,007,269 36,692,831

4. EMPLOYEES AND DIRECTORS
2025 2024
£    £   
Wages and salaries 596,612 580,572
Social security costs 64,654 66,947
Other pension costs 60,899 5,998
722,165 653,517

The average number of employees during the year was as follows:
2025 2024

Management 8 7
Administration 7 6
15 13

Matrix Healthcare Group Limited (Registered number: 15421406)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 October 2025

4. EMPLOYEES AND DIRECTORS - continued

2025 2024
£    £   
Directors' remuneration 52,110 182,709

5. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2025 2024
£    £   
Other operating leases 40,813 34,616
Depreciation - owned assets 9,501 7,923
Loss on disposal of fixed assets - 1,275,321
Auditors' remuneration 45,371 30,155
Foreign exchange differences (13,894 ) 6,363

6. EXCEPTIONAL ITEMS
2025 2024
£    £   
Exceptional item (421,526 ) -

After the year end, the group entered into a share buyback of Charles Tooney and Foinavon PTE Ltd to repurchase 2,737 Ordinary A shares. Included in this agreement was to write off the balance which was owed from Foinavon PTE Ltd.

7. INTEREST PAYABLE AND SIMILAR EXPENSES
2025 2024
£    £   
Bank loan interest 969 3,625
Other interest paid - 5,028
969 8,653

8. TAXATION

Analysis of the tax charge/(credit)
The tax charge/(credit) on the profit for the year was as follows:
2025 2024
£    £   
Current tax:
UK corporation tax 392,334 182,935
Adjustments in respect of prior year - (3,021 )
Total current tax 392,334 179,914

Deferred tax 1,718 (241,097 )
Tax on profit 394,052 (61,183 )

UK corporation tax was charged at 25 %) in 2024.

Matrix Healthcare Group Limited (Registered number: 15421406)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 October 2025

8. TAXATION - continued

Reconciliation of total tax charge/(credit) included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2025 2024
£    £   
Profit before tax 2,210,683 383,028
Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2024 -
19 %)

552,671

72,775

Effects of:
Expenses not deductible for tax purposes 149,600 3,138
Depreciation in excess of capital allowances 1,502 -
Utilisation of tax losses - (18,132 )
Adjustments to tax charge in respect of previous periods - (3,021 )
Difference in group tax rates (392,334 ) (94,253 )
R&D Deductions - (21,690 )
Losses carried forward 82,613 -
Total tax charge/(credit) 394,052 (61,183 )

Tax effects relating to effects of other comprehensive income

2025
Gross Tax Net
£    £    £   
Currency translation differences 193,282 - 193,282

2024
Gross Tax Net
£    £    £   
Currency translation differences (6,197 ) - (6,197 )

9. INDIVIDUAL PROFIT AND LOSS ACCOUNT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


10. DIVIDENDS
2025 2024
£    £   
C Ordinary shares of 1p each
Interim 79,715 58,715
E Ordinary shares of 1p each
Interim 90,167 7,917
F Ordinary shares of 1p each
Interim 103,048 33,715
272,930 100,347

Matrix Healthcare Group Limited (Registered number: 15421406)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 October 2025

11. INTANGIBLE FIXED ASSETS

Group
Development
costs
£   
COST
Additions 171,087
At 31 October 2025 171,087
NET BOOK VALUE
At 31 October 2025 171,087

12. TANGIBLE FIXED ASSETS

Group
Fixtures
and Computer
fittings equipment Totals
£    £    £   
COST
At 1 November 2024 2,858 63,157 66,015
Additions 592 9,774 10,366
At 31 October 2025 3,450 72,931 76,381
DEPRECIATION
At 1 November 2024 628 40,360 40,988
Charge for year 690 8,811 9,501
At 31 October 2025 1,318 49,171 50,489
NET BOOK VALUE
At 31 October 2025 2,132 23,760 25,892
At 31 October 2024 2,230 22,797 25,027

13. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 November 2024 100
Additions 9,302
At 31 October 2025 9,402
NET BOOK VALUE
At 31 October 2025 9,402
At 31 October 2024 100

Matrix Healthcare Group Limited (Registered number: 15421406)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 October 2025

13. FIXED ASSET INVESTMENTS - continued

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Matrix Healthcare Solutions Limited
Registered office: 23s46 Mereside, Alderley Park, Alderley Edge Cheshire SK10 4TG
Nature of business: Wholesale supply of pharmaceutical products
%
Class of shares: holding
Ordinary 100.00

Matrix Healthcare Solutions (Ireland) Limited
Registered office: 20 Priory Office Park, Stillorgan Road, Blackrock, Co.Dublin, Ireland
Nature of business: Wholesale supply of pharmaceutical products
%
Class of shares: holding
Ordinary 100.00

Matrix Healthcare Limited
Registered office: 23s46 Mereside, Alderley Park, Alderley Edge Cheshire SK10 4TG
Nature of business: Dormant company
%
Class of shares: holding
Ordinary 100.00

Arteclere Limited
Registered office: Unit 30f4, Block 30 Alderley Park,Congleton Road, Nether Alderley, Cheshire SK10 4TG
Nature of business: Dormant company
%
Class of shares: holding
Ordinary 60.00

Matrix Healthcare Solutions Malta Ltd
Registered office: Centris Business Gateway Level 4/w Triq Is-Salib Tal-Imriehel Zone 3 Birkirkara
Nature of business: Dormant company
%
Class of shares: holding
Ordinary 100.00

Matrix Healthcare Solutions Malta Holding Limited
Registered office: Centris Business Gateway Level 4/w Triq Is-Salib Tal-Imriehel Zone 3 Birkirkara
Nature of business: Dormant company
%
Class of shares: holding
Ordinary 100.00


14. STOCKS

Group
2025 2024
£    £   
Stocks 246,856 2,518,099

Matrix Healthcare Group Limited (Registered number: 15421406)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 October 2025

15. DEBTORS

Group Company
2025 2024 2025 2024
£    £    £    £   
Amounts falling due within one year:
Trade debtors 47,332 47,915 - -
Other debtors 2,996 32,924 100 100
VAT - 34,241 - -
Tax 3,021 7,937 - -
Prepayments 244,699 9,499 - -
298,048 132,516 100 100

Amounts falling due after more than one year:
Other debtors 878,426 1,260,063 - -

Aggregate amounts 1,176,474 1,392,579 100 100

16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2025 2024 2025 2024
£    £    £    £   
Bank loans and overdrafts (see note 17) - 41,667 - -
Trade creditors 289,141 139,485 - -
Amounts owed to group undertakings - - 2,656 1,020
Amounts owed to associates 498,090 - - -
Tax 104,124 118,846 - -
Social security and other taxes 15,943 9,042 - -
VAT 505,603 4,917 - -
Other creditors 22,394 4,188 311 100
Directors' current accounts - 33,160 - -
Accruals and deferred income 2,929,705 1,945,462 - -
4,365,000 2,296,767 2,967 1,120

17. LOANS

An analysis of the maturity of loans is given below:

Group
2025 2024
£    £   
Amounts falling due within one year or on demand:
Bank loans - 41,667

18. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Matrix Healthcare Group Limited (Registered number: 15421406)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 October 2025

Group
Non-cancellable
operating leases
2025 2024
£    £   
Within one year 40,790 33,509
Between one and five years 15,208 40,209
55,998 73,718

19. PROVISIONS FOR LIABILITIES

Group
2025 2024
£    £   
Deferred tax 6,473 4,755

Group
Deferred
tax
£   
Balance at 1 November 2024 4,755
Charge to Profit and Loss Account during year 1,718
Balance at 31 October 2025 6,473

20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2025 2024
value: £    £   
3,100 A Ordinary 1p 31 31
3,100 B Ordinary 1p 31 31
2,000 C Ordinary 1p 20 20
300 D Ordinary 1p 3 3
1,000 E Ordinary 1p 10 10
500 F Ordinary 1p 5 5
100 100

21. RESERVES

Group
Retained
earnings
£   

At 1 November 2024 2,474,911
Profit for the year 1,816,631
Dividends (272,930 )
Currency translation differences 193,282
At 31 October 2025 4,211,894

Matrix Healthcare Group Limited (Registered number: 15421406)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 October 2025

21. RESERVES - continued

Company
Retained
earnings
£   

At 1 November 2024 (1,020 )
Profit for the year 280,385
Dividends (272,930 )
At 31 October 2025 6,435


22. OTHER FINANCIAL COMMITMENTS

Pension Commitments

The group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge in respect of contributions to the fund amounts to £60,899 (2024 £5,998).

23. RELATED PARTY DISCLOSURES

Included within debtors due over one year is a loan outstanding of £nil (2024 £415,611) due from a company which a director is the majority shareholder, interest of £25,536 has been charged in respect of this loan. The loan amount of £421,526 was written off during the year.

Included within administrative expenses are consultancy fees of £609,444, £337,525 of which is due to this company as at the year end date.

24. POST BALANCE SHEET EVENTS

On 17 July 2026, subsequent to the reporting date, the Company entered into a Share Buyback Agreement with Charles Toomey and Foinavon Pte. Ltd. to repurchase 2,737 Ordinary A shares for an initial cash consideration of £2,737,000. In accordance with the agreement, the repurchased shares will be cancelled on completion of the transaction.

The agreement was entered into after the reporting date and therefore represents a non-adjusting event under Section 32 of FRS 102, as it is indicative of conditions arising after the end of the reporting period. Accordingly, no adjustment has been made to the amounts recognised in these financial statements.