REGISTERED NUMBER: 16035419 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS

FOR THE PERIOD 22 OCTOBER 2024 TO 28 FEBRUARY 2026

FOR

NIGHTCHEM GROUP LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

R Rahania

J S Rahania

REGISTERED OFFICE:

482 Sutton Road

Walsall

West Midlands

WS5 3AZ

REGISTERED NUMBER:

16035419 (England and Wales)

ACCOUNTANTS:

Ashcrofts Accountants Limited

2 Cedargrove

Hagley

Stourbridge

West Midlands

DY9 0DR

FIXED ASSETS

Investments

4

1,527,622

CURRENT ASSETS

Debtors

5

38,314

CREDITORS

Amounts falling due within one year

6

(125,927

)

NET CURRENT LIABILITIES

(87,613

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,440,009

CREDITORS

Amounts falling due after more than one year

7

(445,576

)

NET ASSETS

994,433

CAPITAL AND RESERVES

Called up share capital

9

4

Merger relief reserve

10

1,003,413

Retained earnings

10

(8,984

)

SHAREHOLDERS' FUNDS

994,433

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 28 February 2026.

The members have not required the company to obtain an audit of its financial statements for the period ended 28 February 2026 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 15 October 2026 and were signed on its behalf by:

J S Rahania - Director

R Rahania - Director

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

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

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

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

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was NIL.

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

Additions

1,527,622

At 28 February 2026

1,527,622

NET BOOK VALUE

At 28 February 2026

1,527,622

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

Nightchem Limited

Registered office: 482 Sutton Road, Walsall, West Midlands, WS5 3AZ

Nature of business: Pharmacy development company

%

Class of shares:

holding

Ordinary

100.00

28.2.26

£

Aggregate capital and reserves

146,695

Profit for the year

90,493

Wellington Pharmacy Limited

Registered office: 482 Sutton Road, Walsall, West Midlands, WS5 3AZ

Nature of business: Retail pharmacy

%

Class of shares:

holding

'A' Ordinary

100.00

'B' Ordinary

100.00

2026

£

Aggregate capital and reserves

901,692

Profit for the period

99,907

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Other debtors

38,314

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Other loans (see note 8)

52,421

Amounts owed to group undertakings

70,358

Corporation tax

1,715

Accruals and deferred income

1,433

125,927

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

£

Other loans (see note 8)

445,576

8.

LOANS

An analysis of the maturity of loans is given below:

£

Amounts falling due within one year or on demand:

Loan notes

52,421

Amounts falling due between one and two years:

Loan notes - 1-2 years

78,631

Amounts falling due between two and five years:

Loan notes - 2-5 years

366,945

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

value:

£

4

Ordinary

£1

4

On 22 October 2024, 2 Ordinary shares of £1 each were alloted as fully paid at par value.

On 29 October 2024, the company carried out a group reorganisation within TCGA 1992 s135. Mr J S Rahania and Mr R Rahania exchanged their shareholdings in Nightchem Limited for one new ordinary share each in Nightchem Group Limited. The shares were issued at a premium of £501,706.50 per share and as a result a merger relief reserve was issued for £1,003,413.

On the same day, the company acquired the remaining shareholding of Nightchem Limited from Mr R K Saroy in exchange for interest bearing loan notes of £524,207.

10.

RESERVES

Merger

Retained

relief

earnings

reserve

Totals

£

£

£

Deficit for the period

(8,984

)

(8,984

)

Cash share issue

-

1,003,413

1,003,413

At 28 February 2026

(8,984

)

1,003,413

994,429

11.	RELATED PARTY DISCLOSURES

At 28 February 2026, there was a loan from Nightchem Limited of £70,358, a company in which Mr J S Rahania and Mr R Rahania are directors. Nightchem Limited is a wholly owned subsidiary undertaking of Nightchem Group Limited. This unsecured loan is interest free and repayable on demand.

At 28 February 2026, there was a loan to RJR Chem Ltd of £15,581, a company in which Mr J S Rahania and Mr R Rahania are directors. This unsecured loan is interest free and repayable on demand.

At 28 February 2026, there was a loan to Daychem Ltd of £22,731, a company in which Mr J S Rahania and Mr R Rahania are directors. This unsecured loan is interest free and repayable on demand.