| 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 |
| 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: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| 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: |
| 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. |
| 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: |
| 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. |
| for and on behalf of |
| Ebenezer House |
| Ryecroft |
| Newcastle under Lyme |
| Staffordshire |
| ST5 2BE |
| 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 |
| 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 |
| CURRENT ASSETS |
| Debtors | 15 |
| CREDITORS |
| Amounts falling due within one year | 16 |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES | ( |
) |
| CAPITAL AND RESERVES |
| Called up share capital | 20 |
| Retained earnings | 21 | ( |
) |
| SHAREHOLDERS' FUNDS | ( |
) |
| 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 |
| 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 | - |
| Total comprehensive income | - | ( |
) | ( |
) |
| Balance at 31 October 2024 | ( |
) | ( |
) |
| Changes in equity |
| Dividends | - | ( |
) | ( |
) |
| Total comprehensive income | - |
| Balance at 31 October 2025 |
| 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 |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| 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 |
| Fixtures and fittings | - |
| Computer equipment | - |
| 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 |
| 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 |
| Additions |
| At 31 October 2025 |
| NET BOOK VALUE |
| At 31 October 2025 |
| At 31 October 2024 |
| 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 |
| VAT | - | 34,241 | - | - |
| Tax | 3,021 | 7,937 |
| Prepayments | 244,699 | 9,499 |
| 298,048 | 132,516 |
| Amounts falling due after more than one year: |
| Other debtors | 878,426 | 1,260,063 |
| Aggregate amounts | 1,176,474 | 1,392,579 |
| 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 | - | - |
| 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 |
| Directors' current accounts | - | 33,160 | - | - |
| Accruals and deferred income | 2,929,705 | 1,945,462 |
| 4,365,000 | 2,296,767 |
| 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: | £ | £ |
| A Ordinary | 1p | 31 | 31 |
| B Ordinary | 1p | 31 | 31 |
| C Ordinary | 1p | 20 | 20 |
| 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 | ( |
) |
| Profit for the year |
| Dividends | ( |
) |
| At 31 October 2025 |
| 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. |