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Registration number: 06223421

R.B. Healthcare Limited
Annual Report and Consolidated Financial Statements
for the Year Ended 30 November 2025

R.B. Healthcare Limited

Contents

Company Information | 1
Strategic Report | 2
Directors' Report | 3 to 4
Statement of Directors' Responsibilities | 5
Independent Auditor's Report | 6 to 8
Consolidated Profit and Loss Account | 9
Consolidated Balance Sheet | 10
Balance Sheet | 11
Consolidated Statement of Changes in Equity | 12
Statement of Changes in Equity | 13
Consolidated Statement of Cash Flows | 14
Notes to the Financial Statements | 15 to 31

R.B. Healthcare Limited

Company Information

Directors | R Bhatia S K Kochhar

Company secretary | R Bhatia

Registered office | Unit 20 Brookfield Trade Centre Brookfield Drive Liverpool L9 7AS

Auditors | Hazlewoods LLP Windsor House Bayshill Road Cheltenham Gloucestershire GL50 3AT

R.B. Healthcare Limited

Strategic Report for the Year Ended 30 November 2025

The directors present their strategic report for the year ended 30 November 2025.

Principal activity

The principal activity of the group and company is that of a retail pharmacy.

Fair review of the business

During the year, the group focused on the restructure plan, whilst ensuring the delivery to patients was kept to a high standard, with improvements seen in the underlying performance. At the year end the group had 16 retail pharmacies in the North West.
The results for the year, which are set out in the profit and loss account, show turnover of £16,475,629 (2024 - £15,699,289) and an operating profit of £661,919 (2024 - £214,976). At 30 November 2025 the group had net assets of £736,268 (2024 - £1,369,275).
Following the 2024 year end the directors implemented a strategy to improve the performance of the group that had been impacted by the underfunded NHS pharmacy contract. This strategy led to an increase in EBITDA from £917,634 in 2024 to £1,367,954 in 2025.

The group's key financial and other performance indicators during the year were as follows:

| Unit | 2025 | 2024
Turnover | £ | 16,475,629 | 15,699,289
Gross profit margin | % | 32 | 32
Gross profit | £ | 5,334,203 | 5,013,442
Net assets | £ | 736,268 | 1,369,275
EBITDA | £ | 1,367,954 | 917,634
EBITDA | % | 8 | 6
Average number of employees | No | 137 | 153

Earnings before interest, tax, depreciation and amortisation (EBITDA) is calculated as operating profit before depreciation and amortisation charges.

Principal risks and uncertainties

The management of the group and the execution of the group's strategy are subject to a number of risks. The key business risks and uncertainties affecting the group are considered to relate to reductions in NHS funding and the competition in the local market.

Approved by the Board on 21 August 2026 and signed on its behalf by:

R Bhatia
Director

S K Kochhar
Director

R.B. Healthcare Limited

Directors' Report for the Year Ended 30 November 2025

The directors present their report and the for the year ended 30 November 2025.

Directors of the company

The directors who held office during the year were as follows:

R Bhatia

S K Kochhar

Financial instruments

The group's financial instruments, comprise borrowings, cash and liquid resources, and various other items such as trade debtors and trade creditors which arise directly from its operations. The main purpose of these financial instruments is to finance the operations of the group. As the group's main source of income is prescription receipts from the NHS, these trade debtors are not subject to credit risk although the timing of these receipts gives rise to a cash flow risk.
The group's liquidity risk is primarily attributable to its bank borrowings. The group aims to mitigate liquidity risk by managing cash generation of its operations and monitoring trading results to ensure that the group can meet its future obligations as they fall due.
The group is subject to interest rate risk on its bank borrowings which the directors accept and keep under review to ensure the group has limited exposure to interest rate movements.
The Board constantly monitor the group's trading results to ensure that the group can meet its future obligations as they fall due and have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and therefore continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Future developments

The recent increase in demand for private services provide the director's confidence that they will be able to increase the profitability of the group through organic growth under their business plan.
In July 2026. one of the branches owned by R.B. Healthcare Limited was sold. The proceeds were used to reduce the outstanding balance on company bank loans.

Going concern

Following the uplift in NHS funding from 1 April 2025, EBITDA has grown year on year which has supported the companies' ability to service its debt obligations. While this uplift has been welcomed by the sector, the funding still falls short of what is required. The threat of future interest hikes as a result of on going geopolitical conflicts remains a significant risk for the business.
In December 2024, the group agreed new bank covenants with its bankers and has complied with these covenants since this date. The directors have forecast that they will remain compliant with the revised bank covenants over the next 12 months.
As part of the agreement in December 2024, the bank and shareholders provided additional cash facilities as part of a refinance, which the group have successfully operated within, whilst growing the overall performance.
The loan facility is due to expire in 2027, for which the directors remain confident a refinance will be agreed.
The directors remain confident the group will continue to operate within its facilities and meet covenant requirements. On this basis, the directors consider it appropriate to prepare the financial statements on a going concern basis.

Disclosure of information to the auditor

Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

Hazlewoods LLP have expressed their willingness to continue in office.

R.B. Healthcare Limited

Directors' Report for the Year Ended 30 November 2025 (continued)

Approved by the Board on 21 August 2026 and signed on its behalf by:

R Bhatia
Director

S K Kochhar
Director

R.B. Healthcare Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and 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 apply them consistently;
• | make judgements and accounting estimates that are reasonable and prudent;
• | state whether applicable UK 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 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 the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

R.B. Healthcare Limited

Independent Auditor's Report to the Members of R.B. Healthcare Limited

Opinion

We have audited the financial statements of R.B. Healthcare Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 November 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and 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 the parent company's affairs as at 30 November 2025 and of the group's loss 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 auditor 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Opinion on other matter 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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• | the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the group and company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

R.B. Healthcare Limited

Independent Auditor's Report to the Members of R.B. Healthcare Limited (continued)

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 5, 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 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.

Auditor’s 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 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.

Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We considered the nature of the group’s industry and its control environment and reviewed the group’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:

• | reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

• | performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

• | enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

• | reading minutes of meetings of those charged with governance.

R.B. Healthcare Limited

Independent Auditor's Report to the Members of R.B. Healthcare Limited (continued)

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 www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the 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 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 company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Joanne Hartness (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor
Windsor House
Bayshill Road
Cheltenham
Gloucestershire
GL50 3AT

21 August 2026

R.B. Healthcare Limited

Consolidated Profit and Loss Account for the Year Ended 30 November 2025

| Note | 2025 £ | 2024 £
Turnover | 3 | 16,475,629 | 15,699,289
Cost of sales |  | (11,141,426) | (10,685,847)
Gross profit |  | 5,334,203 | 5,013,442
Administrative expenses |  | (4,972,284) | (4,999,466)
Other operating income | 4 | 300,000 | 201,000
Operating profit | 5 | 661,919 | 214,976
Other interest receivable and similar income | 6 | 3,491 | 186
Interest payable and similar expenses | 7 | (833,647) | (792,664)
Loss before tax |  | (168,237) | (577,502)
Tax on loss | 11 | (145,429) | (5,776)
Loss for the financial year |  | (313,666) | (583,278)
Loss attributable to: |  |  |
Owners of the company |  | (313,666) | (583,278)

The above results were derived from continuing operations.

The group has no other comprehensive income for the year.

R.B. Healthcare Limited

(Registration number: 06223421)
Consolidated Balance Sheet as at 30 November 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Intangible assets | 12 | 10,078,116 | 10,746,499
Tangible assets | 13 | 63,409 | 98,088
Investment property | 14 | 914,038 | 914,038
|  | 11,055,563 | 11,758,625
Current assets |  |  |
Stocks | 16 | 611,635 | 528,133
Debtors | 17 | 1,923,978 | 1,780,381
Cash at bank and in hand | 18 | 2,896 | 1,011
|  | 2,538,509 | 2,309,525
Creditors: Amounts falling due within one year | 19 | (4,684,694) | (12,627,129)
Net current liabilities |  | (2,146,185) | (10,317,604)
Total assets less current liabilities |  | 8,909,378 | 1,441,021
Creditors: Amounts falling due after more than one year | 19 | (8,110,198) | -
Deferred tax | 11 | (62,912) | (71,746)
Net assets |  | 736,268 | 1,369,275
Capital and reserves |  |  |
Called up share capital | 22, 23 | 500 | 500
Profit and loss account | 23 | 735,768 | 1,368,775
Equity attributable to owners of the company |  | 736,268 | 1,369,275
Total equity |  | 736,268 | 1,369,275

Approved and authorised by the Board on 21 August 2026 and signed on its behalf by:

R Bhatia
Director

S K Kochhar
Director

R.B. Healthcare Limited

(Registration number: 06223421)
Balance Sheet as at 30 November 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Intangible assets | 12 | 10,078,116 | 10,746,499
Tangible assets | 13 | 63,409 | 98,088
Investments | 15 | 1 | 1
|  | 10,141,526 | 10,844,588
Current assets |  |  |
Stocks | 16 | 611,635 | 528,133
Debtors | 17 | 2,733,504 | 2,612,251
|  | 3,345,139 | 3,140,384
Creditors: Amounts falling due within one year | 19 | (4,670,853) | (12,613,898)
Net current liabilities |  | (1,325,714) | (9,473,514)
Total assets less current liabilities |  | 8,815,812 | 1,371,074
Creditors: Amounts falling due after more than one year | 19 | (8,110,198) | -
Provisions for liabilities | 11 | (14,776) | (23,610)
Net assets |  | 690,838 | 1,347,464
Capital and reserves |  |  |
Called up share capital | 22 | 500 | 500
Profit and loss account |  | 690,338 | 1,346,964
Total equity |  | 690,838 | 1,347,464

The company made a loss after tax for the financial year of £337,285 (2024 - loss of £614,937).

Approved and authorised by the Board on 21 August 2026 and signed on its behalf by:

R Bhatia
Director

S K Kochhar
Director

R.B. Healthcare Limited

Consolidated Statement of Changes in Equity for the Year Ended 30 November 2025
Equity attributable to the parent company

| Share capital £ | Profit and loss account £ | Total equity £
At 1 December 2024 | 500 | 1,368,775 | 1,369,275
Loss for the year | - | (313,666) | (313,666)
Dividends | - | (319,341) | (319,341)
At 30 November 2025 | 500 | 735,768 | 736,268

| Share capital £ | Profit and loss account £ | Total equity £
At 1 December 2023 | 500 | 2,330,631 | 2,331,131
Loss for the year | - | (583,278) | (583,278)
Dividends | - | (378,578) | (378,578)
At 30 November 2024 | 500 | 1,368,775 | 1,369,275

R.B. Healthcare Limited

Statement of Changes in Equity for the Year Ended 30 November 2025

| Share capital £ | Profit and loss account £ | Total £
At 1 December 2024 | 500 | 1,346,964 | 1,347,464
Loss for the year | - | (337,285) | (337,285)
Dividends | - | (319,341) | (319,341)
At 30 November 2025 | 500 | 690,338 | 690,838

| Share capital £ | Profit and loss account £ | Total £
At 1 December 2023 | 500 | 2,340,479 | 2,340,979
Loss for the year | - | (614,937) | (614,937)
Dividends | - | (378,578) | (378,578)
At 30 November 2024 | 500 | 1,346,964 | 1,347,464

R.B. Healthcare Limited

Consolidated Statement of Cash Flows for the Year Ended 30 November 2025

| Note | 2025 £ | 2024 £
Cash flows from operating activities
Loss for the year |  | (313,666) | (583,278)
Adjustments to cash flows from non-cash items |  |  |
Depreciation and amortisation | 5 | 701,326 | 704,658
Finance income | 6 | (3,491) | (186)
Finance costs | 7 | 833,647 | 792,664
Income tax expense | 11 | 145,429 | 5,776
|  | 1,363,245 | 919,634
Working capital adjustments |  |  |
(Increase)/decrease in stocks |  | (83,502) | 136,479
Increase in trade debtors |  | (143,597) | (26,599)
Increase in trade creditors |  | 826,156 | 87,353
Cash generated from operations |  | 1,962,302 | 1,116,867
Income taxes paid |  | (2,416) | -
Net cash flow from operating activities |  | 1,959,886 | 1,116,867
Cash flows from investing activities |  |  |
Interest received |  | 3,491 | 186
Acquisitions of tangible assets |  | (5,479) | (25,102)
Proceeds from sale of tangible assets |  | 7,215 | -
Acquisition of investment properties |  | - | (4,035)
Net cash flows from investing activities |  | 5,227 | (28,951)
Cash flows from financing activities |  |  |
Interest paid |  | (833,647) | (646,731)
Repayment of bank borrowing |  | (652,059) | (719,004)
Payments to finance lease creditors |  | 3,757 | -
Dividends paid |  | (319,341) | (378,578)
Net cash flows from financing activities |  | (1,801,290) | (1,744,313)
Net increase/(decrease) in cash and cash equivalents |  | 163,823 | (656,397)
Cash and cash equivalents at 1 December |  | (352,522) | 303,875
Cash and cash equivalents at 30 November | 18 | (188,699) | (352,522)

R.B. Healthcare Limited

Notes to the Financial Statements for the Year Ended 30 November 2025

| 1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Unit 20 Brookfield Trade Centre
Brookfield Drive
Liverpool
L9 7AS
England

| 2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

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

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Summary of disclosure exemptions

R.B. Healthcare Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its separate financial statements. Exemptions have been taken in the company's financial statements in relation to financial instruments and presentation of a statement of cash flows.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 November 2025.
No profit or loss account is presented for the company as permitted by section 408 of the Companies Act 2006.

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

R.B. Healthcare Limited

Notes to the Financial Statements for the Year Ended 30 November 2025 (continued)

| 2 | Accounting policies (continued)

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Going concern

Following the uplift in NHS funding from 1 April 2025, EBITDA has grown year on year which has supported the
companies' ability to service its debt obligations. While this uplift has been welcomed by the sector, the funding
still falls short of what is required. The threat of future interest hikes as a result of ongoing geopolitical conflicts
remains a significant risk for the business.
In December 2024, the group agreed new bank covenants with its bankers and has complied with these
covenants since this date. The directors have forecast that they will remain compliant with the revised bank
covenants over the next 12 months.
As part of the agreement in December 2024, the bank and shareholders provided additional cash facilities as part
of a refinance, which the group have successfully operated within, whilst growing the overall performance.
The directors remain confident the group will continue to operate within its facilities and meet covenant
requirements. On this basis, the directors consider it appropriate to prepare the financial statements on a going
concern basis.

Critical accounting judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Judgements

No significant judgements have been made by management in preparing these financial statements.

Key sources of estimation uncertainty

No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods, provision of services and investment property rental in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group. Rental lease incentives are spread over the period of the lease term.
The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the group's activities.

R.B. Healthcare Limited

Notes to the Financial Statements for the Year Ended 30 November 2025 (continued)

| 2 | Accounting policies (continued)

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to the provision of immediate financial support with no future related costs are recognised in the profit and loss account in the period in which the grants are receivable. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Fixtures, fittings and equipment | 20% straight line or 33% reducing balance
Motor vehicles | 20% straight line

Investment property

Investment property is carried at fair value, derived from the current market prices for comparable real estate determined annually, using observable market prices, adjusted if necessary for any difference in the nature, location or condition of the specific asset. Changes in fair value are recognised in profit or loss.

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

R.B. Healthcare Limited

Notes to the Financial Statements for the Year Ended 30 November 2025 (continued)

| 2 | Accounting policies (continued)

Intangible assets

Goodwill arising on the acquisition of a business represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the business recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired business and revalued to the closing rate at each reporting period date.
Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class | Amortisation method and rate
Goodwill | 5% straight line

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are
initially measured at fair value, with changes in fair value recognised in profit or loss. Investments inequity shares
which are not publicly traded and where fair value cannot be measured reliably are measured at cost less
impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method.
Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value, including integral cash management facilities.

Trade debtors

Trade debtors are amounts due from customers for goods sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell. Cost is determined using the first-in, first-out (FIFO) method.
If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

R.B. Healthcare Limited

Notes to the Financial Statements for the Year Ended 30 November 2025 (continued)

| 2 | Accounting policies (continued)

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the company's shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

R.B. Healthcare Limited

Notes to the Financial Statements for the Year Ended 30 November 2025 (continued)

| 2 | Accounting policies (continued)

Financial instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.
Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

R.B. Healthcare Limited

Notes to the Financial Statements for the Year Ended 30 November 2025 (continued)

| 3 | Turnover

The analysis of the group's turnover for the year from continuing operations is as follows:

| 2025 £ | 2024 £
Sale of goods | 16,415,626 | 15,626,581
Rental income from investment property | 12,380 | 24,503
Other revenue | 47,623 | 48,205
| 16,475,629 | 15,699,289

The total turnover of the company has been derived from its principal activity wholly undertaken in the United Kingdom.

| 4 | Other operating income

The analysis of the group's other operating income for the year is as follows:

| 2025 £ | 2024 £
Sub lease rental income | 6,000 | 7,000
Management charges receivable | 294,000 | 194,000
| 300,000 | 201,000

Management charges receivable relate to the recharge of centralised head office costs to Clearchem Limited (a separate entity owned by the directors of R.B. Healthcare Limited).

| 5 | Operating profit/(loss)

Arrived at after charging

| 2025 £ | 2024 £
Depreciation expense | 34,159 | 36,274
Amortisation expense (included in administrative expenses) | 668,384 | 668,384

| 6 | Other interest receivable and similar income

| 2025 £ | 2024 £
Bank interest received | 3,491 | 186

| 7 | Interest payable and similar expenses

| 2025 £ | 2024 £
Interest on bank overdrafts and borrowings | 833,647 | 792,664

R.B. Healthcare Limited

Notes to the Financial Statements for the Year Ended 30 November 2025 (continued)

| 8 | Staff costs

Group and company
The aggregate payroll costs (including directors' remuneration) were as follows:

| 2025 £ | 2024 £
Wages and salaries | 2,380,615 | 2,536,153
Social security costs | 281,714 | 215,762
Pension costs, defined contribution scheme | 44,362 | 44,647
| 2,706,691 | 2,796,562

The average number of persons employed by the group and company (including directors) during the year, analysed by category was as follows:

| 2025 No. | 2024 No.
Sales and administration | 132 | 153

| 9 | Directors' remuneration

The directors' remuneration for the year was as follows:

| 2025 £ | 2024 £
Remuneration | 7,280 | 8,891
Contributions paid to money purchase schemes | 90 | -
| 7,370 | 8,891

During the year the number of directors who were receiving benefits was as follows:

| 2025 No. | 2024 No.
Accruing benefits under money purchase pension scheme | 2 | 2

| 10 | Auditors' remuneration

| 2025 £ | 2024 £
Audit of these financial statements | 21,818 | 28,205

R.B. Healthcare Limited

Notes to the Financial Statements for the Year Ended 30 November 2025 (continued)

| 11 | Taxation

Tax charged/(credited) in the consolidated profit and loss account

| 2025 £ | 2024 £
Current taxation |  |
UK corporation tax | 136,485 | 16,306
UK corporation tax adjustment to prior periods | 17,778 | (5,632)
| 154,263 | 10,674
Deferred taxation |  |
Arising from origination and reversal of timing differences | (8,834) | (4,898)
Tax expense in the consolidated profit and loss account. | 145,429 | 5,776

The tax on loss before tax for the year is higher than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of 25% (2024 - 25%).
The differences are reconciled below:

| 2025 £ | 2024 £
Loss before tax | (168,237) | (577,502)
Corporation tax at standard rate | (41,930) | (144,375)
Increase in UK and foreign current tax from adjustment for prior periods | 17,778 | -
Decrease from effect of different UK tax rates on some earnings | (473) | -
Effect of expense not deductible in determining taxable profit (tax loss) | 168,933 | 156,629
Effect of tax losses | - | (5,632)
Marginal relief | - | (846)
Deferred tax expense from unrecognised tax loss or credit | 1,121 | -
Total tax charge | 145,429 | 5,776

The deferred tax liability has been calculated at the substantively enacted corporation tax rate of 25%

R.B. Healthcare Limited

Notes to the Financial Statements for the Year Ended 30 November 2025 (continued)

| 11 | Taxation (continued)

Deferred tax

Group

Deferred tax assets and liabilities

2025 | Liability £
Fixed asset timing differences | 14,776
Revaluation of investment property | 48,136
| 62,912

2024 | Liability £
Fixed asset timing differences | 23,610
Revaluation of investment property | 48,136
| 71,746

Company

Deferred tax assets and liabilities

2025 | Liability £
Fixed asset timing differences | 14,776
| 14,776

2024 | Liability £
Fixed asset timing differences | 23,610
| 23,610

R.B. Healthcare Limited

Notes to the Financial Statements for the Year Ended 30 November 2025 (continued)

| 12 | Intangible assets

Group and company

| Goodwill £
Cost
At 1 December 2024 and at 30 November 2025 | 13,232,255
Amortisation
At 1 December 2024 | 2,485,755
Amortisation charge for the year | 668,384
At 30 November 2025 | 3,154,139
Carrying amount
At 30 November 2025 | 10,078,116
At 30 November 2024 | 10,746,499

| 13 | Tangible assets

Group and company

| Furniture, fittings and equipment £ | Motor vehicles £ | Total £
Cost or valuation
At 1 December 2024 | 355,004 | 38,055 | 393,059
Additions | 5,479 | - | 5,479
Disposals | - | (7,825) | (7,825)
At 30 November 2025 | 360,483 | 30,230 | 390,713
Depreciation
At 1 December 2024 | 263,567 | 31,404 | 294,971
Charge for the year | 33,507 | 652 | 34,159
Eliminated on disposal | - | (1,826) | (1,826)
At 30 November 2025 | 297,074 | 30,230 | 327,304
Carrying amount
At 30 November 2025 | 63,409 | - | 63,409
At 30 November 2024 | 91,437 | 6,651 | 98,088

R.B. Healthcare Limited

Notes to the Financial Statements for the Year Ended 30 November 2025 (continued)

| 13 | Tangible assets (continued)

Assets held under finance leases and hire purchase contracts

The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:

| 2025 £ | 2024 £
Property, plant and equipment | 5,497 | -

| 14 | Investment properties

Group

| £
At 1 December 2024 and 30 November 2025 | 914,038

The directors are of the opinion that the fair value of the properties at the balance sheet date has not changed significantly since the date of their valuation.

| 15 | Investments

Company

Subsidiaries | £
Cost
At 1 December 2024 and at 30 November 2025 | 1
Carrying amount
At 30 November 2025 | 1
At 30 November 2024 | 1

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2025 | 2024
Subsidiary undertakings
R.B. Healthcare Properties Limited | Unit 20 Brookfield Trade Centre Brookfield Drive Liverpool L9 7AS England & Wales |
Ordinary
100%
100%

| 16 | Stocks

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Medicines and retail stock | 611,635 | 528,133 | 611,635 | 528,133

R.B. Healthcare Limited

Notes to the Financial Statements for the Year Ended 30 November 2025 (continued)

| 17 | Debtors

|  | Group | Company
| Note | 2025 £ | 2024 £ | 2025 £ | 2024 £
Trade debtors |  | 1,481,146 | 1,466,061 | 1,480,621 | 1,465,237
Amounts owed by related parties | 27 | 200,645 | 109,974 | 1,010,696 | 942,668
Other debtors |  | 203,409 | 173,932 | 203,409 | 173,932
Prepayments |  | 38,778 | 30,414 | 38,778 | 30,414
|  | 1,923,978 | 1,780,381 | 2,733,504 | 2,612,251

| 18 | Cash and cash equivalents

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Cash at bank | 2,896 | 1,011 | - | -
Bank overdrafts | (191,595) | (353,533) | (191,595) | (353,533)
Cash and cash equivalents in statement of cash flows | (188,699) | (352,522) | (191,595) | (353,533)

| 19 | Creditors

|  | Group | Company
| Note | 2025 £ | 2024 £ | 2025 £ | 2024 £
Due within one year |  |  |  |  |
Loans and borrowings | 20 | 937,020 | 9,857,458 | 937,020 | 9,857,458
Trade creditors |  | 1,909,680 | 1,928,413 | 1,909,328 | 1,928,413
Amounts due to related parties | 27 | 1,258,825 | 426,383 | 1,258,825 | 426,383
Social security and other taxes |  | 67,123 | 43,679 | 67,123 | 43,679
Other payables |  | 23,708 | 150,879 | 23,199 | 150,370
Accruals |  | 317,140 | 200,966 | 311,436 | 196,331
Corporation tax liability |  | 171,198 | 19,351 | 163,922 | 11,264
|  | 4,684,694 | 12,627,129 | 4,670,853 | 12,613,898
Due after one year |  |  |  |  |
Loans and borrowings | 20 | 8,110,198 | - | 8,110,198 | -

| 20 | Loans and borrowings

Current loans and borrowings

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Bank borrowings | 742,888 | 9,503,925 | 742,888 | 9,503,925
Bank overdrafts | 191,595 | 353,533 | 191,595 | 353,533
Finance lease liabilities | 2,537 | - | 2,537 | -
| 937,020 | 9,857,458 | 937,020 | 9,857,458

R.B. Healthcare Limited

Notes to the Financial Statements for the Year Ended 30 November 2025 (continued)

| 20 | Loans and borrowings (continued)

Non-current loans and borrowings

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Bank borrowings | 8,108,978 | - | 8,108,978 | -
Finance lease liabilities | 1,220 | - | 1,220 | -
| 8,110,198 | - | 8,110,198 | -

Bank borrowings
In December 2024, the group refinanced its debt obligations with its bankers, including the reset of covenants. The covenants have also been reset in December 2025 and again in April 2026.
The bank borrowings comprise the following:
(i) a bank loan with a carrying amount at the year end of £4,978,948 (2024 - £5,305,973), denominated in Sterling, with interest charged based on the aggregate of the margin and lender’s base rate. The repayment terms comprise of quarterly repayments of £96,472 with the final instalment due in May 2028. A capital repayment holiday was given between September 2024 and March 2025 as part of the refinancing in the year.
(ii) a bank loan with carrying amount at the year end of £3,872,918 (2024 - £4,196,750), denominated in Sterling, with interest charged based on the aggregate of the margin and lender’s base rate. The repayment terms comprise quarterly repayments of £89,250 commencing after the first anniversary of the drawn down of the loan, with the final repayment due in May 2027.
The bank loans are secured by fixed charges over the group's fixed assets and goodwill and a floating charge over the remainder of the group's assets. The bank loans contain a negative pledge whereby the group is unable to create valuable security over the property pledged as collateral without the prior consent of the lender.

| 21 | Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £44,362 (2024 - £44,647).

R.B. Healthcare Limited

Notes to the Financial Statements for the Year Ended 30 November 2025 (continued)

| 22 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2023
| No. | £ | No. | £
Ordinary shares of £1 each | 100 | 100 | 100 | 100
Ordinary A shares of £1 each | 100 | 100 | 100 | 100
Ordinary B shares of £1 each | 100 | 100 | 100 | 100
Ordinary C shares of £1 each | 100 | 100 | 100 | 100
Ordinary D shares of £1 each | 50 | 50 | 50 | 50
Ordinary E shares of £1 each | 25 | 25 | 25 | 25
Ordinary F shares of £1 each | 25 | 25 | 25 | 25
| 500 | 500 | 500 | 500

The different classes of ordinary shares above carry separate rights to dividends. On a winding up, the ordinary shares are repaid in the order of ordinary shares, then the ordinary A & B shares, then the ordinary C & D shares, then the E & F shares with any surplus being paid to the holders of the ordinary shares.

| 23 | Reserves

Group and company

Called up share capital

This represents the nominal value of the issued share capital of the company.

Profit and loss account

Represents cumulative profits or losses, net of dividends paid and other adjustments.

| 24 | Obligations under leases

Group and company

Operating leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 200,835 | 234,110
Later than one year and not later than five years | 534,057 | 601,921
Later than five years | 477,760 | 605,300
| 1,212,652 | 1,441,331

The amount of non-cancellable operating lease payments recognised as an expense during the year was £240,294 (2024 - £230,726).

| 25 | Dividends

| 2025 £ | 2024 £
Dividends paid | 319,341 | 378,578

R.B. Healthcare Limited

Notes to the Financial Statements for the Year Ended 30 November 2025 (continued)

| 26 | Analysis of changes in net debt

Group

| At 1 December 2024 £ | Cash flows £ | At 30 November 2025 £
Cash and cash equivalents |  |  |
Cash at bank and in hand | 1,011 | (326) | 685
Bank overdrafts | (353,533) | 164,149 | (189,384)
| (352,522) | 163,823 | (188,699)
Borrowings |  |  |
Bank borrowings | (9,503,925) | 652,059 | (8,851,866)
| (9,856,447) | 815,882 | (9,040,565)

| 27 | Related party transactions

Group and company

Transactions with directors

2025 | At 1 December 2024 £ | Advances to director £ | Repayments by director £ | At 30 November 2025 £
S K Kochhar
Directors loan account | (754) | (233,255) | 169,193 | (64,816)
R Bhatia
Directors loan account | 10,049 | (208,935) | 208,134 | 9,248

During the year, the company paid dividends of £319,341 (2024 - £378,578) to directors and their close family.
At the balance sheet date, the amounts owed by the directors amounted to £55,568 (2024 - the amounts owed to the directors was £9,295), with the movement in the year comprising of advances to directors of £442,190 (2024 - £418,997) net of repayments by directors of £377,327 (2024 - £555,471). There are no fixed repayment terms and no interest is charged.
The maximum amount overdrawn during the year was £64,816 (2024: £754)

R.B. Healthcare Limited

Notes to the Financial Statements for the Year Ended 30 November 2025 (continued)

| 27 | Related party transactions (continued)

Transactions with other related parties
During the year, the group and company entered into transactions with entities in which the directors have beneficial interests.
Ashaeve Limited
As at the year end the group and company was owed £77,754 (2024 - £77,754) by Ashaeve Limited.
Ashaeve Holdings Limited
During the year Ashaeve Holdings Limited made a loan to the group and company of £1,000,000. The loan is interest free with no fixed repayment terms. As at the year end the group and company owed Ashaeve Holdings Limited £1,000,000 (2024 - £nil).
Clearchem Limited
As at the year end the group and company owed Clearchem Limited £169,219 (2024 - £417,088).
Priya Limited
During the year the group and company made purchases of £241 (2024 - £27,613) from Priya Limited. As at the year end the group and company owed Priya Limited £34,325 (2024 - £nil).
Greendoor Properties Limited
During the year the group and company were charged rent of £57,800 (2024 - £57,800) from Greendoor Properties Limited. As at the year end the group and company owed Greendoor Properties Limited £46,033 (2024 - £nil).
Parr Property Limited
As at the year end the group and the company was owed £58,075 (2024 - £32,220) from Parr Property Limited.

|  | Control

The company's immediate parent is Sukapras Limited, incorporated in England and Wales.
The ultimate controlling party is Mr S K Kochhar and Mr R Bhatia.
Prior to 17 November 2025, the company had no immediate parent. Following a
corporate restructure, Sukapras Limited became the company's ultimate parent undertaking.