The directors present the strategic report for the period ended 30 April 2025.

BMP Group (Leicester) Limited (“the Parent”), BMP Healthcare Ltd, K&K Healthcare Limited, Stagedale Limited, LP SD Fifty Eight Limited and Pancholi Limited ("the subsidiaries") operates community pharmacies in the United Kingdom, with its principal activity being that of dispensing chemists.

This financial period (1 November 2023 to 30 April 2025) represents the first period in which the Group’s consolidated structure and operating model were in place for a full trading cycle following a number of acquisitions and the alignment of reporting dates across the Group. As a result, the period includes significant management time and cost associated with integration, operational stabilisation and investment in capacity and systems.

Performance for the period

For the 18-month period, the Group reported turnover of £19.68m (comparative 12 months: £10.62m) and a gross profit of £6.12m (comparative: £3.64m).

The Group recorded an operating profit of £0.22m (comparative: loss £0.67m) and a loss before taxation of £1.56m (comparative: loss £0.82m), resulting in a loss for the period of £1.60m.

The directors consider that the loss for the period is largely attributable to the one‑off and non‑recurring costs associated with the first full consolidated trading period, including integration activities, investment in management resource, and the costs of establishing Group‑wide processes and controls.

Financial position

At 30 April 2025 the Group reported net liabilities of £1.87m (31 October 2023: net liabilities £0.26m). The directors continue to focus on working capital management given the nature of pharmacy reimbursement cycles and the Group’s growth and integration programme.

Post period end and outlook

Following the period end, the Group has continued to embed the operating model established during the period and expects trading performance to improve as integration activity normalises, systems and processes mature, and investment made during the period begins to deliver operational efficiencies. In addition, the Group has invested further in automation and robotic equipment following the period end, with the objective of improving dispensing efficiency, accuracy and margin performance.

The directors consider the following to be the principal risks and uncertainties for the Group. The risk descriptions below are deliberately concise and proportionate, and reflect the Group’s trading model as a UK community pharmacy operator.

1. NHS funding, reimbursement and regulatory change

The Group’s results are sensitive to changes in the NHS contractual framework, reimbursement arrangements, and wider healthcare regulation. Changes to funding, allowed fees or reimbursement timing may adversely impact margins and cash flow.

Mitigation: active monitoring of contractual and regulatory developments, margin and pricing oversight, and ongoing focus on operational efficiency to protect profitability.

2. Integration and execution risk following acquisitions

The 18‑month period includes the first full cycle of consolidated trading and operational integration across multiple entities. There is a risk that integration activity takes longer than planned or that expected efficiencies and synergies are delayed.

Mitigation: structured integration planning, strengthened management oversight, and continued investment in standardised processes and systems (including automation).

3. Workforce capacity, recruitment and retention

Community pharmacy operations are dependent on skilled pharmacists and support staff. The Group faces risk from recruitment challenges, wage inflation and staff turnover, which may affect service delivery and cost base. The Group’s average employee numbers increased in line with the expanded trading footprint.

Mitigation: workforce planning, training, retention focus, and operational redesign to improve productivity and reduce pressure points.

4. Supply chain disruption and medicine availability

The Group’s ability to dispense prescriptions and meet patient demand can be affected by medicine shortages and wholesaler constraints. This may increase operating effort and reduce service quality or margin.

Mitigation: supplier relationship management, stock management discipline, and escalation processes for shortage management.

5. Working capital and cash flow management

The Group carries significant levels of trade and other receivables and payables arising from the pharmacy business model and the reimbursement cycle. Cash flow is therefore sensitive to timing differences in receipts and payments.

Mitigation: active cash monitoring, debtor management routines, and controls over purchasing and payment cycles.

6. Financing and interest rate risk

The Group has external borrowing and finance costs that can be impacted by interest rate movements and refinancing risk, particularly in an environment of operational investment and integration.

Mitigation: regular covenant and liquidity monitoring, lender relationship management, and planning for refinancing and capital investment.

The directors monitor the following KPIs to assess performance, operational delivery and financial resilience. These KPIs are considered appropriate given the size and nature of the Group’s pharmacy operations.

Financial KPIs

• Revenue (Turnover): £19.68m for the 18‑month period (2023: £10.62m).

• Gross margin: Gross profit £6.2m on turnover £19.68m (2023: £3.64m on £10.62m).

• Operating result: Operating profit of £0.22m (2023: loss £0.67m).

• Net result: Loss for the period £1.60m (2023: loss £0.82m).

Operational KPIs

• Dispensing efficiency and accuracy, including the impact of automation and robotics on workflow and error reduction.

• Service capacity and patient experience, including prescription turnaround times and staffing coverage.

• Workforce stability, including recruitment and retention in critical pharmacy roles.

The directors’ focus for the period following 30 April 2025 is to consolidate and optimise the enlarged Group following the acquisition and integration work undertaken during the period.

Key priorities include:

• Operational stabilisation and margin improvement through tighter process control and productivity initiatives, including continued investment in automation and robotic dispensing where appropriate.

• Working capital discipline, with improved visibility and control over key reimbursement and supplier payment cycles.

• Strengthening governance and oversight as the Group matures, ensuring consistent controls and compliance across the pharmacy estate.

• Selective investment in systems and equipment to enhance capacity, service quality and efficiency, while maintaining a prudent approach to liquidity and financing.

The directors expect post‑period performance to be more favourable as the exceptional integration effort reduces and the benefits of investment made during and after the period begin to flow through to margins and operating results

On behalf of the board

The directors present their annual report and financial statements for the period ended 30 April 2025.

The principal activity of the company and group continued to be that of dispensing chemists.

The results for the period are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

AMS Audit Limited were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

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

In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company, and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Ttruehe group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Qualified opinion

We have audited the financial statements of BMP Group (Leicester) Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 April 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion, except for the effects of the matter described in the basis for qualified opinion section of our report, the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 30 April 2025 and of the group's loss for the period then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for qualified opinion

We were appointed as auditor of the company and group after 30 April 2025 and, accordingly, did not observe the counting of physical stock at the end of the period. We were unable to obtain sufficient appropriate audit evidence by alternative means regarding the existence and condition of stock included in the consolidated balance sheet at 30 April 2025 amounting to £2,012,043. Consequently, we were unable to determine whether any adjustments to stock, cost of sales and retained earnings were necessary.

In addition, the comparative financial information for the year ended 31 October 2024 was unaudited and we were unable to obtain sufficient appropriate audit evidence regarding the existence and condition of opening stock at 1 November 2024 amounting to £642,477. Since opening inventories enter into the determination of the results of operations, we were unable to determine whether any adjustments to cost of sales and retained earnings for the 18-month period ended 30 April 2025 were necessary.

Furthermore, we were not provided with detailed inventory listings supporting the inventory balances at 30 April 2025 or 31 October 2024. As a result, we were unable to perform sufficient audit procedures to assess the valuation of stock. Consequently, we were unable to determine whether any adjustments were necessary to stock, cost of sales and retained earnings.

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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company 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 qualified opinion.

Material uncertainty related to going concern

We draw attention to Note 1.5 in the financial statements, which indicates that the group incurred a net loss of £1,600,902 during the period ended 30 April 2025 and, as at that date, had net liabilities of £1,866,348. As stated in Note 1.5, these events and conditions, together with the other matters described therein, indicate that a material uncertainty exists that may cast significant doubt on the group's ability to continue as a going concern.

Our opinion is not modified in respect of this matter.

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.

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

As described in the basis of qualified opinion section of our report, we were unable to satisfy ourselves concerning the stock of £2,012,043 held at 30 April 2025 and £642,477 held at 31 October 2023. We have concluded that where the other information relates to the stock balance or related balances such as cost of sales, it may be materially misstated for the same reason.

Opinions on other matters prescribed by the Companies Act 2006

Except for the possible effects of the matter described in the basis of qualified opinion section of our report, in our opinion, based on the work undertaken in the course of our audit:

• The information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Except for the matter described in the basis for qualified opinion section of our report, in the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

Arising solely from the limitation on the scope of our work relating to inventory, referred to above, we have not obtained all the information and explanations that were considered necessary for the purpose of our audit.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept 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.

As explained more fully in the directors' responsibilities statement, 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 is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and 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 parent company or to cease operations, or have no realistic alternative but to do so.

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

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

We gained an understanding of the legal and regulatory framework applicable to the Group and the industry in which it operates, drawing on our broad sector experience, and considered the risk of acts by the Group that were contrary to these laws and regulations, including fraud. We focused on laws and regulations that could give rise to a material misstatement in the financial statements, including, but not limited to, the GPhC, Companies Act 2006 and equivalent local laws and regulations.

We made enquiries of management with regards to compliance with the above laws and regulations and corroborated any necessary evidence to relevant information, for example, minutes of the board meetings, legal reports provided to the Group and correspondence between the Group and its solicitors. Audit procedures performed by the engagement team included:

• Discussion with management, including consideration of known or suspected instances of noncompliance with laws and regulations and fraud;

• Review of financial statement disclosures to underlying supporting documentation;

• Challenging assumptions and judgements made by management in their significant accounting estimates;

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Other matters which we are required to address

This is the first accounting period for which we have been appointed as auditors of the company and in consequence the prior year figures for the year ended 31 October 2023 are unaudited.

Use of our report

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

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £0 (2023 - £0 profit).

BMP Group (Leicester) Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 118 Belgrave Road, Leicester, England, LE4 5AT.

The group consists of BMP Group (Leicester) Limited and all of its subsidiaries.

The financial statements cover the period from 1 November 2023 to 30 April 2025, being an 18‑month period.

The comparative amounts shown cover the period from 1 November 2022 to 31 October 2023, being a 12‑month period.

The company changed its accounting reference date during the period for operational reasons.

As a result, the comparative amounts presented are not directly comparable with those of the current period.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;true

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issuestrue: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’true: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’true: Compensation for key management personnel.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company BMP Group (Leicester) Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 30 April 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

These financial statements are prepared on the going concern basis. The director has a reasonable expectation that the company and group will continue in operational existence for the foreseeable future. However, the director is aware of certain uncertainties which may cause doubt on the company and group's ability to continue as a going concern.true

At 30 April 2025, the company and group has reported a deficit in profit and loss reserves as a result of the loss within the year.

The director is aware of certain material uncertainties which may cause doubt on the company and group's ability to continue as a going concern. This has been exacerbated as a result of the continued unstable economic worldwide conditions over the past few years. As a result of increased inflationary pressures on the raw materials the business relies on this has increased costs and subsequently reduced profit margins. Given the continued uncertainty in the worldwide economic outlook, the long term impact on the group and company is difficult to assess.

The company and group have support of the shareholder which has committed to providing additional capital resources to enable the group and company to pay its liabilities as they fall due. The company and group's forecasts and projections, taking account of reasonably possible changes in trading performance, show that they should be able to operate within their cash budgets.

On the basis of the above the director has a reasonable expectation that the company and group have adequate resources to continue in operational existence for the foreseeable future. Thus, the director continues to adopt the going concern basis of accounting in preparing the annual financial statements.

If the company or group were unable to continue in operational existence for the foreseeable future, adjustments would have to be made to reduce the balance sheet values of assets to their recoverable amounts, and to provide for any further liabilities that might arise, and to reclassify assets and long term liabilities as current assets and liabilities.

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

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

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

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

When the group acts as a lessor, a lease is classified as a finance lease whenever it transfers substantially all the risks and rewards of ownership of the underlying asset to the lessee, either at the end of the lease term or for the major part of the economic life of the asset. All other leases are classified as operating leases. If an arrangement contains both lease and non-lease components, the group allocates the consideration in the contract to the two elements.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

Subsidiary undertakings exempt from audit

Under Section 479a of the Companies Act 2006 available to subsidiary undertakings, the company provides а guarantee in respect of the below subsidiary undertakings claiming exemption from audit.

BMP Healthcare Ltd (Co No 08305643)

Stagedale Limited (Co No 02935028)

LP SD Fifty Eight Limited (Co No 15074102)

K & K Healthcare Limited (Co No 06454118)

Pancholi Limited (Co No 04575987)

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The group holds goodwill arising on the acquisition of pharmacy businesses. The carrying value of goodwill is assessed for impairment by reference to the expected future cash flows of the relevant cash‑generating units.

This assessment involves judgement and estimation in respect of future trading performance. Whilst the directors consider the assumptions used to be reasonable, changes in future performance could result in a material adjustment to the carrying value of goodwill in a future period. The net book value of goodwill at 30 April 2025 is £5,262,406 (31 October 2023: £6,449,632).

The fair value of investment properties is based on property valuations by the directors which are derived from a number of assumptions and the general strength of the property market and the wider economy. Significant changes to any of these factors may affect the fair value of the properties either in a negative or positive manner. The directors are satisfied at the year end that the market value of the investment properties remains appropriate. The carrying value of investment property at 30 April 2025 is £447,535 (31 October 2023: £447,535).

The company and group holds significant balances receivable from related parties. The recoverability of these balances is assessed by management with reference to historical settlement patterns, the financial position of counterparties and expected future cash flows. While the directors consider the balances to be recoverable at the reporting date, this assessment involves estimation and changes in circumstances could result in a material adjustment in a future period.

During the year, the Group recognised an exceptional charge in respect of onerous contractual obligations where the unavoidable costs of meeting the contracts exceeded the economic benefits expected to be received. The charge has been presented separately as an exceptional item due to its nature.

The average monthly number of persons (including directors) employed by the group and company during the period was:

Their aggregate remuneration comprised:

The actual charge/(credit) for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:

More information on impairment movements in the period is given in note .

Included within tangible fixed assets are assets held under finance leases or hire purchase contracts, as follows:

Investment property comprises freehold property held at fair value. The fair value has been determined based on the directors' assessment of market value at the year end.

The directors consider that there has been no material movement in the property's value since the previous reporting date and, therefore, no fair value gain or loss has been recognised in the year.

Details of the company's subsidiaries at 30 April 2025 are as follows:

Details of associates at 30 April 2025 are as follows:

The Group’s bank loans are secured by fixed and floating charges over the assets and undertakings of the relevant subsidiary undertakings within the Group.

The loans carry interest at variable rates linked to market rates of interest and are repayable by instalments over the agreed term of the facilities. The facilities are subject to standard covenants and conditions typical of financing arrangements of this nature.

Finance lease obligations represent amounts payable by the Group in respect of assets acquired under hire purchase and finance lease arrangements.

The leases are secured on the underlying assets to which they relate and are repayable in instalments over the terms of the agreements. Interest is charged at fixed rates over the lease term.

The following are the major deferred tax liabilities and assets recognised by the group and company:

The deferred tax liability as set out above is expected to reverse in future periods and relates to accelerated capital allowances that are expected to mature within future periods.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The ordinary shares rank pari passu in all respects and carry full voting rights, full rights to participate in the profits of the Group through dividends, and full rights to participate in any distribution of surplus assets on a winding up. The shares are non-redeemable and there are no restrictions on the distribution of dividends or the repayment of capital other than those imposed by applicable company law.

The merger reserve arose on the acquisition of BMP Healthcare Ltd where the Company issued equity shares in exchange for shares in the acquiree and elected to apply merger relief under section 612 of the Companies Act 2006.

Under merger relief, the premium that would otherwise arise on the issue of shares is not recognised in the share premium account. Instead, the difference between the nominal value of shares issued by the Company and the nominal value of the shares acquired is credited to a merger reserve.

The merger reserve is a non-distributable reserve and is presented within equity. It does not represent realised profits available for distribution.

Profit and loss reserves

The profit and loss account is the cumulative retained earnings of the group comprising of both distributable and non-distributable reserves.

At the year end, the group had retained earnings of (£1,866,372). Of this balance, £173,500 relates to the cumulative fair value gains on investment properties. Theses gains are non-distributable, meaning they are not available for dividend distribution.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Following the year end, the Group completed the disposal of a pharmacy business for cash consideration of £690,000. The Group are also in negotiations to dispose of a number of pharmacies for an estimated consideration of disposed of £4,100,000.

As these transactions took place after the reporting date, they do not provide evidence of conditions existing at the year end and have therefore not been incorporated into the measurement of assets and liabilities recognised in these financial statements. The disposals constitute non-adjusting events under FRS 102. The financial impact arising from the transactions will be recognised in the financial statements for the period in which the disposals occurred.

During the period the group entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

The following amounts were outstanding at the reporting end date:

The company has taken the advantage of FRS 102, section 33.1A available for transactions with wholly owned subsidiaries, and has chosen not to disclose related party transactions within the group.

Amounts due from and to related parties are owed from companies which have common directorship or common shareholding. These amounts are interest free, with no security and are repayable on demand.

At the year end, balances due to the directors totalled £931,311 (2024: £65,605), representing credit balances on directors' loan accounts.

At the year end, balances due from the directors totalled £1,144,853 (2024: £nil), representing advances made to certain directors.

The balances due to and from the directors are unsecured, interest-free and repayable on demand.

The ultimate controlling party is Jatin Ashokkumar Patel by virtue of his 50% shareholding.