The directors present the strategic report for the nine-month period ended 31 December 2025.
Our industry
The principal activity of the Group, comprising the Company and its subsidiaries, is the supply of pharmaceutical products to independent pharmacies across the UK. The Group operates in a highly competitive sector, providing a comprehensive range of locally sourced and imported pharmaceutical products, supported by customer service and reliable delivery. The Group's activities are regulated by the Medicines and Healthcare products Regulatory Agency (MHRA).
The Company is not trading and its principal activity is that of an investment holding company.
Our strategy
The Group's strategy is to be the supplier of choice to independent pharmacies by combining excellent telesales support, a comprehensive competitively priced product range and reliable daily delivery, while maintaining strong regulatory compliance and operational efficiency. The Group aims to grow organically through disciplined customer onboarding and continued investment in people, systems and service.
The Group has continued to make progress during the nine-month period ended 31 December 2025. On an annualised basis, turnover increased by 26% year-on-year, reflecting continued customer growth, investment in a stronger management team and improvements to systems and operational processes. Trading levels remain strong and management continues to focus on controlled customer onboarding, working-capital discipline and maintaining high levels of customer service.
The Group's principal operating subsidiaries are Laxmico Limited, which distributes pharmaceutical products to independent pharmacies, and Gowrie Laxmico Limited, which undertakes specialist parallel importing and contract labelling activities. Gowrie Laxmico Limited's trading is primarily intra-group, with Laxmico Limited being its principal customer. This integrated operating model supports the Group's ability to supply its customer base while maintaining regulatory and operational control. The directors consider the Group to be well positioned to continue its organic growth strategy.
Our trading and financial highlights for the period are:
9 months to 18 months to
31 December 2025 31 March 2025
£m £m
Gross revenue 276 437.3
Gross profit 44.3 78.5
EBITDA 8.3 7.5
Depreciation 1.1 1.9
Profit/(loss) before tax 6.3 4
The statement of financial position reflects net assets of £33.32m (As at 31 March 2025: £28.73m).
The directors review the principal risks and uncertainties on a regular basis. The principal risks and uncertainties affecting the Group are financial and regulatory as summarised below.
Currency risk
The Group is exposed to translation and transaction foreign exchange risk. The Group has set a prescribed policy of purchasing forward contracts to eliminate part of the remaining currency exposure when deemed to be necessary and also to purchase Euros to hold when rates are favourable. There were no forward contracts purchased during the period.
Liquidity risk
The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. The Group's policy throughout the period has been to achieve this objective through management actively monitoring the headroom availability on a daily basis.
Interest risk
The Group finances its operations through a mixture of retained profits and asset based lending facility.
The Group does not ordinarily enter in to derivative transactions to hedge the interest rate as the directors consider that the interest rate is adequately managed without the use of such instruments. However, the directors will continue to monitor these risks and appropriateness of such instruments.
Credit risk
The Group's principal financial assets are cash and trade debtors. The credit risk associated with cash is limited as the counterparties have high credit ratings assigned by international credit-rating agencies. The principal credit risk rises, therefore, from trade debtors.
Credit risk is managed by setting limits for customers and this is based on a combination of payment history, third party credit references and a review of published financial information. Credit limits are reviewed by the financial controller on a regular basis in conjunction with ratio of current assets over total liabilities.
Regulations
The Group operates in a market and an industry which is subject to specific regulations that govern the way the business must be conducted. The directors and the regulatory department ensure that the Group complies with its obligations in all its operations.
Funding
Since 2017, the Company and other group companies are party to an asset-backed facility made available by HSBC Invoice Finance (UK) Limited as agent, with other banks.
This facility has been renewed over the years and the facility in place at the balance sheet date of £55m was valid until 31 March 2026, 78.6% and 21.4% is backed by HSBC and BNP Paribas respectively. The banks hold a debenture including a fixed and floating charge over all the assets of the Company and other group companies.
Following the balance sheet date, the aforementioned facility has been settled, and a new facility has been agreed with Laxmico Limited and HSBC Invoice Finance (UK) Limited for the same amount of £55m and has a minimum term to May 2029. This facility is secured by a fixed and floating charge over the assets of the Company.
The Group continues to invest in its systems and people and to maintain focus on highest levels of customer service. These factors will enable the Group to be nimble and flexible to meet future challenges. The directors remain confident in the Group's future.
The directors use a number of key performance indicators to measure the profitability and working capital, monitored on an ongoing basis by the management are set out below:
Financial indicators 9 months to 18 months to
31 December2025 31 March 2025
Revenue (£m) 276 437.3
Profitability ratios
Gross margin 16% 17.9%
EBITDA 3% 1.7%
Other indicators
Debtors days 59 59
Headroom (£m) 23 56.8
Measure
Gross profit margin - Gross profit as % of revenue
EBITDA - Profit before depreciation, amortisation, interest and tax as % of revenue.
Debtors days - Period end trade debtors divided by revenue multiplied by 190 working days.
Headroom - Amount available to drawn down on the asset-based lending facility.
The Directors of the group acknowledge their duty under Section 172 of the Companies Act 2006 to act in the way they consider, in good faith, would be most likely to promote the success of the group for the benefit of its members as a whole, whilst having regard to the interests of stakeholders and the broader impact of the group’s activities.
In carrying out their duties during the period, the Directors considered the long-term consequences of decisions and the interests of key stakeholders, including employees, customers, suppliers, the local community and the environment. The Board seeks to ensure that decisions are made responsibly and sustainably, balancing the needs of stakeholders while supporting the long-term success of the group.
Employees
The Directors recognise that employees are fundamental to the group’s success. Regular communication is maintained with employees through day-to-day engagement, team meetings, performance discussions and bi-annual Town Hall meetings. Employee wellbeing, health and safety, training, development opportunities and fair remuneration are considered when making business decisions. Feedback from employees through regular HR surveys is encouraged and taken into account to help maintain a positive and inclusive working environment.
Customers
The group aims to build and maintain long-term relationships with its customers by delivering high-quality products and services and responding promptly to customer requirements. Customer feedback is regularly reviewed and considered when evaluating operational performance and future business opportunities. The Directors recognise that maintaining high standards of service and reliability is essential to sustaining customer confidence and supporting long-term growth.
Suppliers and Business Partners
The Directors seek to maintain strong and mutually beneficial relationships with suppliers and business partners. The group engages with suppliers on a regular basis to ensure continuity of supply, fair commercial terms and high standards of quality and service. When making procurement decisions, consideration is given to supplier reliability, ethical business practices and long-term value creation.
Community and Environment
The Directors recognise the group’s responsibility to minimise the environmental impact of its operations and to contribute positively to the communities in which it operates. Environmental considerations are incorporated into operational decision-making where practical, including initiatives aimed at reducing waste, improving resource efficiency and lowering emissions. The group also seeks to operate in a manner that supports local communities and maintains its reputation as a responsible business.
Business Conduct and Governance
The group is committed to conducting business with honesty, integrity and high ethical standards. The Directors promote a culture of responsible business conduct and ensure that the group’s policies and procedures support compliance with applicable laws and regulations. Consideration is given to environmental, social and governance matters when making significant decisions, and the group expects similar standards from its suppliers and business partners.
Fair Treatment of Stakeholders
The Directors endeavour to understand and consider the interests of all stakeholder groups when making decisions. The Board seeks to balance competing priorities in a fair and transparent manner and believes that maintaining open and constructive relationships with stakeholders supports the long-term success of the group.
Examples of Decisions and Matters Considered During the Period
During the period, the Directors considered stakeholder interests when making decisions relating to:
Maintaining employment and supporting employee wellbeing and development.
Managing customer relationships and service levels to ensure continued customer satisfaction.
Reviewing supplier arrangements to support operational resilience and value for money.
Managing costs and investment decisions with regard to the group's long-term sustainability.
Identifying opportunities to improve operational efficiency and reduce environmental impacts.
The Directors believe that, throughout the period, they have acted in a manner most likely to promote the success of the group for the benefit of its members as a whole, having regard to the matters set out in Section 172(1) of the Companies Act 2006.
On behalf of the Board
The directors present their annual report and financial statements for the period ended 31 December 2025.
The Group comprises the Company and its subsidiaries, as listed in note 13.
The results for the period are set out on page 12.
No dividend was paid in the period.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.
There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.
The auditor, KLSA LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Greenhouse gas emissions, energy consumption and energy efficiency action
The group has gathered data regarding scope one and two carbon emissions ( as defined by GHG protocol) for the financial period ending 31 December 2025 from its UK operations for inclusion in the group reporting, as defined by the requirements below:
UK greenhouse gas emissions and energy use data:
Energy consumption break down: Units December 2025 March 2025
Energy consumption by Group owned delivery vehicles Kwh 7,148,932 12,932,179
Fuel oil Kwh 971,847 1,609,907
Electricity consumption in Group buildings Kwh 477,830 446,001
Total energy consumption used to calculate emissions Kwh 8,598,609 14,988,087
Scope 1 - Emissions from combustion of fuel oil KgCo2e 26,377 48,073
Scope 1 - Emissions from business travel in group- KgCo2e 1,848,725 3,263,335
owned delivery vehicles
Scope 2 - Emissions from purchased electricity KgCo2e 256,593 425,675
Total CO2e based on scope 1 & 2 emissions KgCo2e 2,131,695 3,737,083
Intensity ratio: KgCO2e gross figure based on KgCo2/£100,000 772.41 854.49
mandatory fields above turnover
The energy consumption information for scope one and two has been sourced from billing/invoice data and group owned delivery vehicles mileage data.
The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.
The Company and its subsidiaries (as set out in note 13) are part of a group of companies headed by Gowrie Holdings Limited which is principally engaged in the importation and distribution of pharmaceutical products to independent pharmacies. The Group meets its day to day working capital requirements through cash generated from trading activities and through an asset-backed Invoice Discounting ("ID) facility.
As set out in the note 17, the group entered into a new ID facility agreement, post period end, providing committed funding through to May 2029. The facility is secured against the assets of the relevant Group company and there is no security provided by, or over the assets of, other Group companies in connection with the facility.
The directors have performed a going concern assessment, including the preparation of detailed cash flow forecasts covering the period to 31 December 2027. The forecasts incorporate management's expectations regarding future trading performance, working capital requirements and facility utilisation. The directors have also considered a downside scenario involving no revenue growth through to December 2027. Under both the base case and downside case forecasts, the Group is expected to maintain sufficient liquidity and remain compliant with the terms of its financing arrangements throughout the assessment period. The forecasts demonstrate adequate headroom against available funding facilities and indicate that the Group will be able to meet its liabilities as they fall due.
As with any group placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.
Consequently, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for a period of at least 12 months from the date of approval of the financial statements. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing these financial statements.
We have audited the financial statements of Laxmi BNS Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2025 which comprise the group profit and loss account, 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).
Basis for opinion
Going concern
Other information
Opinions on other matters prescribed by the Companies Act 2006
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 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 company or to cease operations, or have no realistic alternative but to do so.
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.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector; and
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation.
We also considered potential fraud drivers: including financial or other pressures, opportunity, override of controls and personal or corporate motivations. We considered the programmes and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included testing journals, evaluating the business rationale of significant transactions outside the normal course of business and validating the appropriateness of internal controls and significant accounting estimations based on our fraud risk criteria;
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates set out in note 2 were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims.
We obtained understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those related to the financial reporting framework, tax regulations in the jurisdictions in which the company operates.
Based on this understanding we designed our audit procedures to identify non-compliance with laws and regulations. Our procedures involved: making enquiries of management, those responsible for legal and compliance procedures and reviewing other correspondence.
We communicated identified fraud risks and non-compliance with laws and regulations with those charged with governance, throughout the audit team and remained alert to any indications throughout the audit.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also 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.
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.
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.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the period was £154,450 (March 2025 - £443,519 loss).
Laxmi BNS Holdings Limited (“the Company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Unit 4, Bradfield Road, Ruislip, Middlesex, HA4 0NU.
The Group consists of Laxmi BNS Holdings Limited and its subsidiaries as set out in note 13.
These financial statements are presented for a shortened accounting period of nine months from 1 April 2025 to 31 December 2025. The comparative financial information is presented for an extended period of eighteen months from 1 October 2023 to 31 March 2025. Accordingly, the comparative amounts included in these financial statements are not entirely comparable.
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 and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company Laxmi BNS Holdings 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 31 December 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.
The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.
The Company and its subsidiaries (as set out in note 13) are part of a group of companies headed by Gowrie Holdings Limited which is principally engaged in the importation and distribution of pharmaceutical products to independent pharmacies. The Group meets its day to day working capital requirements through cash generated from trading activities and through an asset-backed Invoice Discounting ("ID) facility.
As set out in the note 17, the group entered into a new ID facility agreement, post period end, providing committed funding through to May 2029. The facility is secured against the assets of the relevant Group company and there is no security provided by, or over the assets of, other Group companies in connection with the facility.
The directors have performed a going concern assessment, including the preparation of detailed cash flow forecasts covering the period to 31 December 2027. The forecasts incorporate management's expectations regarding future trading performance, working capital requirements and facility utilisation. The directors have also considered a downside scenario involving no revenue growth through to December 2027. Under both the base case and downside case forecasts, the Group is expected to maintain sufficient liquidity and remain compliant with the terms of its financing arrangements throughout the assessment period. The forecasts demonstrate adequate headroom against available funding facilities and indicate that the Group will be able to meet its liabilities as they fall due.
As with any group placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.
Consequently, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for a period of at least 12 months from the date of approval of the financial statements. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing these financial statements.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
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.
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.
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.
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.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
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.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
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.
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.
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.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
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.
In applying the Group's policy for the valuation of stock, management are required to assess the expected selling price and costs to sell each item of stock. Estimation of selling price is subject to uncertainties and include the prediction of future trends in the market and time it will take to sell an item of stock.
The group makes an estimate of the recoverable value of trade debtors. When assessing impairment of trade debtors the directors consider factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience and current economic conditions. Provisions are made when there is significant uncertainty over the timing or likelihood of the recovery of debts.
The group recognises accruals for liabilities in respect of goods and services received during the reporting period for which invoices have not yet been received. Accruals are measured at the best estimate of the expenditure required to settle the obligation at the reporting date.
Accruals are typically based on contractual terms, historical experience, and other relevant information available at the time of reporting. Where necessary, management exercises judgement to ensure that costs are recognised in the period to which they relate, in line with the accruals concept and the matching principle.
The turnover is attributable to the one principal activity of the group. All turnover arose within the United Kingdom.
For the current period and prior period, the auditor's remuneration for the audit of the financial statements of the group and parent company relates to the amount payable to KLSA LLP.
For the current period and prior period, the auditor's remuneration for the audit of the financial statements of the company's subsidiaries relates to the amount payable to Moore Kingston Smith LLP.
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 for the period can be reconciled to the expected charge for the period based on the profit or loss and the standard rate of tax as follows:
Details of the Company's subsidiaries at 31 December 2025 are as follows:
Debt instruments are composed of Trade Debtors, Other Debtors and amounts due from group undertakings.
Financial liabilities measured at amortised cost are composed of bank loans and overdrafts, obligations under finance leases, trade creditors, amounts due to group undertakings, invoice financing, other creditors and other creditors more than one year end accruals and deferred income.
The March 2025 amount has been restated to include obligations under finance leases.
The stock balance at the period end includes a provision of £1,299,793 (Period ended 31 March 2025: £736,571) against slow moving and obsolete stock.
Amounts owed by group undertakings are interest free, unsecured and repayable on demand.
Included within prepayments and accrued income, is £17,875 (Period ended 31 March 2025: £71,500) of unamortised arrangement fees relating to the invoice financing facility. These are being amortised over the duration of the facility.
Since 2017, the Company and other group companies are party to an asset-backed facility made available by HSBC Invoice Finance (UK) Limited as agent, with other banks.
This facility has been renewed over the years and the facility in place at the balance sheet date of £55m was valid until 31 March 2026, 78.6% and 21.4% is backed by HSBC and BNP Paribas respectively. The banks hold a debenture including a fixed and floating charge over all the assets of the Company and other group companies.
Following the balance sheet date, the aforementioned facility has been settled, and a new facility has been agreed with Laxmico Limited and HSBC Invoice Finance (UK) Limited for the same amount of £55m and has a minimum term to May 2029. This facility is secured by a fixed and floating charge over the assets of the Company.
Finance lease payments
Finance lease payments represent rentals payable by the group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis, and no arrangements have been entered into for contingent rental payments.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
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.
Contributions totalling £43,995 (Period ended 31 March 2025: £42,023) were payable to the scheme at the end of the period and are included in creditors.
The voting, dividends and capital rights of the shares are described in the Articles of Association of the company adopted by special resolution passed on 10 March 2010 together with a shareholders’ agreement.
The High Court of England and Wales gave a judgment on 26 June 2023 that requires the ‘B’ Ordinary shares to be sold to the holder of the ‘A’ Ordinary shares at a value as at 25 June 2019. The sale was completed on 22 December 2025.
Subsequent to the period end, on 22 July 2026, the Company's Ordinary A shares and Ordinary B shares were converted into Ordinary shares. Following the conversion, the issued share capital comprised 2,000 Ordinary shares. The rights and other particulars of the ordinary shares are described in the Articles of Association of the company adopted by special resolution passed on 20 July 2026.
Share premium reserve represents the premium charged upon issuance of share capital. Any transaction costs associated with issuing of share are deducted from share premium.
Other reserves
Other reserves represent foreign exchange translation reserve.
Profit and loss account
Profit and loss reserve represent all current and prior period retained profit and losses.
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:
The company has taken advantage of the exemption available in FRS 102 (Section 33 "Related Party Disclosures") that disclosures need not be given of transactions that have taken place between two or more members of group, provided that any subsidiary which is party to the transaction is wholly owned by such a member.
Group
Amounts totalling £1,100,500 (Period ended 31 March 2025: £1,959,124) were invoiced to the group in respect of services provided by Gowrie Healthcare PVT Limited, an associated company controlled by Mr S. Hathi. Amounts receivable at the period end totalled £692,878 (As at 31 March 2025: £185,486).
The group received rent of £Nil (Period ended 31 March 2025: £30,164) from Novalgen Limited, a company that Mr. S Hathi is also a director of. Amounts receivable at the period end totalled £Nil (As at 31 March 2025: £19,920).
Amounts totalling £392,011 (Period ended 31 March 2025: £801,422) were incurred by the group in respect of services provided by Luxsh Technologies Limited, a company controlled by Mr Atul Sofat, an employee of the Laxmi BNS Holdings group. Subsequent to the period end Mr Atul Sofat was replaced by Mr Chris Silveira, an employee of Gowrie Holdings Limited. Amounts receivable at the period end totalled £430 (As at 31 March 2025: £67,887).