Company registration number SC024674 (Scotland)
Ingasetter Limited
Annual report and financial statements
for the year ended 30 September 2025
Ingasetter Limited
Company information
Directors
JCA Michie
CA Michie
Secretary
JCA Michie
Company number
SC024674
Registered office
391 Union Street
Aberdeen
AB11 6BX
Auditor
Hall Morrice LLP
6 & 7 Queen's Terrace
Aberdeen
AB10 1XL
Bankers
Virgin Money
62 Union Street
Aberdeen
AB10 1WD
Ingasetter Limited
Contents
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 8
Profit and loss account
9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 31
Ingasetter Limited
Strategic report
for the year ended 30 September 2025
- 1 -

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

Review of the business

The principal activity of the company during the year is that of provision of quality pharmaceutical services.

The profit and loss account for the year is set out on page 9. This shows a 30% increase in turnover to £12.1m (2024 : £9.3m). The operating profit margin decreased to 1.3%, from 4.8% in 2024, reflecting the increase in operating costs. The profit after tax for the year of £142k compares to a loss of £ 1.9m in 2024.

Operating costs have risen in year, resulting in a lower trading margin. 2024 was influenced by a one-off write off on related party loan.

The trading results for the year have resulted in small increase in shareholders funds to £6.6m (2024 : £6.4m).

The company is in a strong financial position with positive cash reserves, and an appetite for growth.

Principal risks and uncertainties

Several risks have been identified by the directors, these include:-

Economic and market pressures – The business is heavily reliant on government policy with regard to NHS practices, therefore they keep a close on eye on public and trade announcements and are involved in industry bodies to keep updated on all developments.

Competitor pressures – the business is heavily regulated , however being part of industry bodies allows it to be aware of changes in the market place, and keep a close eye on competitor actions.

Liquidity risk – the business continually monitors its cash position, and use forecasting models to plan ahead accordingly. Stock control is paramount in these forecasts, and is monitored closely.

Development and performance

The directors expect the general level of business activity to increase in the forthcoming year, albeit at a relatively slow pace. The directors are implementing internal enhancements that will allow the business to take advantage of any opportunities.

The directors are continually looking for means to improve the facilities available to their customers and continually invest in business improvements and staff developments.

The directors place heavy reliance on being at the forefront of health and safety and environmental regulations. The directors actively review health and safety procedures to ensure compliance at all times.

Key performance indicators

The Company utilises a number of key performance indicators (KPIs) to monitor its financial and operational performance. The main KPIs used by management include Turnover growth, Gross profit margin %, Operating profit margin %, Operating profit by pharmacy and Cash position.

Approved by the Board of Directors and signed on its behalf by:

JCA Michie
Director
30 October 2026
Ingasetter Limited
Directors' report
for the year ended 30 September 2025
- 2 -

The directors present their annual report and financial statements for the year ended 30 September 2025.

Principal activities

The principal activity of the company continued to be the operation of dispensing chemist shops.

Results and dividends

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

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

Directors

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

JCA Michie
CA Michie
Auditor

Hall Morrice LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of disclosure to auditor

Each of the persons who is a director at the date of approval of this report confirms that:

 

• So far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and

• The director has taken all the steps that they ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

 

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

 

Hall Morrice LLP have expressed their willingness to continue in office as auditor and appropriate arrangements have been put in place for them to be deemed reappointed as auditors in the absence of an Annual General Meeting.

 

On behalf of the board
JCA Michie
Director
30 October 2026
Ingasetter Limited
Directors' responsibilities statement
for the year ended 30 September 2025
- 3 -

The directors are responsible for preparing the annual 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 company and of the profit or loss of the company for that period.

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

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

Ingasetter Limited
Independent auditor's report
to the members of Ingasetter Limited
- 4 -

Qualified opinion

We have audited the financial statements of Ingasetter Limited (the 'company') for the year ended 30 September 2025 which comprise the Profit and Loss Account, Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements:

Basis for qualified opinion

We were appointed as auditors of the company after the year ended 30 September 2025 and were therefore unable to attend the physical inventory count at the year end. We were also unable to obtain sufficient appropriate audit evidence by alternative procedures in respect of the closing inventory balance at 30 September 2025 and the opening inventory balance at 1 October 2024.

 

Consequently, we were unable to perform sufficient audit procedures over the existence of stocks at 30 September 2025. No alternative audit procedures were available that would provide sufficient appropriate audit evidence to overcome this limitation. We were therefore unable to determine whether any adjustments might have been necessary in respect of stocks, cost of sales, profit for the financial year, current assets, retained earnings and the related disclosures and cash flow presentation.

 

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report.

 

We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 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 company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

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

Ingasetter Limited
Independent auditor's report
to the members of Ingasetter Limited (continued)
- 5 -

Other information

The director is responsible for the other information. The other information comprises the information in the Report of the Director but does not include the financial statements and our Report of the Auditors thereon.

 

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

 

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report Director's Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

 

prepare a strategic report

Responsibilities of directors

As explained more fully in the Director's Responsibilities Statement, the director is 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 director 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 director is responsible for assessing the 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 director either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

 

Ingasetter Limited
Independent auditor's report
to the members of Ingasetter Limited (continued)
- 6 -
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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Extent to which the audit was considered 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.

In identifying and assessing the risk of material misstatement due to non-compliance with laws and regulations we have:

 

Ingasetter Limited
Independent auditor's report
to the members of Ingasetter Limited (continued)
- 7 -

In identifying and assessing the risk of material misstatement due to irregularities, including fraud and how it may occur, and the potential for management bias and the override of controls we have:

 

We did not identify any matters relating to non-compliance with laws and regulations, or relating to fraud.

 

Because of the inherent limitations of an audit, there is an unavoidable risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. The risk of not detecting a material misstatement due to fraud is inherently more difficult than detecting those that result from error as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. In addition, the further removed any non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

Other matters

The financial statements of Ingasetter Limited for the year ended 30 September 2024 were not audited.

Accordingly, we do not express an opinion on the comparative figures included in these financial statements. Our opinion on the current year's financial statements is not modified in respect of this matter.

Ingasetter Limited
Independent auditor's report
to the members of Ingasetter Limited (continued)
- 8 -

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.

Louise Smith CA (Senior Statutory Auditor)
For and on behalf of Hall Morrice LLP
Statutory Auditor
6 & 7 Queen's Terrace
Aberdeen
AB10 1XL
30 October 2026
Ingasetter Limited
Profit and loss account
for the year ended 30 September 2025
- 9 -
2025
2024
Notes
£
£
Turnover
3
12,086,882
9,294,244
Cost of sales
(7,766,782)
(6,062,707)
Gross profit
4,320,100
3,231,537
Administrative expenses
(4,231,704)
(2,801,167)
Other operating income
66,060
20,301
Operating profit
4
154,456
450,671
Interest receivable and similar income
7
21,955
10,531
Interest payable and similar expenses
8
(11,279)
(29,417)
Amounts written off related party loans
9
(19,042)
(2,653,100)
Profit/(loss) before taxation
146,090
(2,221,315)
Tax on profit/(loss)
10
(3,874)
354,761
Profit/(loss) for the financial year
142,216
(1,866,554)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

Ingasetter Limited
Statement of comprehensive income
for the year ended 30 September 2025
- 10 -
2025
2024
£
£
Profit/(loss) for the year
142,216
(1,866,554)
Other comprehensive income
-
-
Total comprehensive income for the year
142,216
(1,866,554)
Ingasetter Limited
Balance sheet
as at 30 September 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
12
3,447,728
3,853,344
Tangible assets
13
341,466
392,871
Investment property
14
356,945
356,945
4,146,139
4,603,160
Current assets
Stocks
15
651,099
581,605
Debtors
16
3,048,188
3,038,773
Cash at bank and in hand
1,288,950
818,049
4,988,237
4,438,427
Creditors: amounts falling due within one year
17
(2,549,032)
(2,483,769)
Net current assets
2,439,205
1,954,658
Total assets less current liabilities
6,585,344
6,557,818
Creditors: amounts falling due after more than one year
18
(19,285)
(133,975)
Net assets
6,566,059
6,423,843
Capital and reserves
Called up share capital
23
800
800
Capital contribution reserve
4,056,152
4,056,152
Profit and loss reserves
2,509,107
2,366,891
Total equity
6,566,059
6,423,843

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

The financial statements were approved by the board of directors and authorised for issue on 30 October 2026 and are signed on its behalf by:
JCA Michie
Director
Company registration number SC024674 (Scotland)
Ingasetter Limited
Statement of changes in equity
for the year ended 30 September 2025
- 12 -
Share capital
Capital contribution reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 October 2023
800
-
0
4,233,445
4,234,245
Year ended 30 September 2024:
Loss and total comprehensive income
-
-
(1,866,554)
(1,866,554)
Capital contribution arising from transfer of goodwill
-
4,056,152
-
4,056,152
Balance at 30 September 2024
800
4,056,152
2,366,891
6,423,843
Year ended 30 September 2025:
Profit and total comprehensive income
-
-
142,216
142,216
Balance at 30 September 2025
800
4,056,152
2,509,107
6,566,059
Ingasetter Limited
Statement of cash flows
for the year ended 30 September 2025
- 13 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
26
742,252
(866,084)
Interest paid
(26,609)
(14,087)
Income taxes paid
(32,577)
(96,039)
Net cash inflow/(outflow) from operating activities
683,066
(976,210)
Investing activities
Purchase of tangible fixed assets
(25,196)
(9,817)
Loans made to other entities
(101,136)
-
0
Interest received
21,955
10,531
Net cash (used in)/generated from investing activities
(104,377)
714
Financing activities
Proceeds from borrowings
-
35,093
Repayment of borrowings
(10,559)
-
0
Repayment of bank loans
(76,190)
(54,762)
Payment of finance leases obligations
(21,039)
(12,272)
Net cash used in financing activities
(107,788)
(31,941)
Net increase/(decrease) in cash and cash equivalents
470,901
(1,007,437)
Cash and cash equivalents at beginning of year
818,049
1,825,486
Cash and cash equivalents at end of year
1,288,950
818,049
Ingasetter Limited
Notes to the financial statements
for the year ended 30 September 2025
- 14 -
1
Accounting policies
Company information

Ingasetter Limited is a private company limited by shares incorporated in Scotland. The registered office is 391 Union Street, Aberdeen, AB11 6BX.

 

The principal activities are set out in the Directors' Report.

1.1
Basis of preparation

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, modified to include certain items at fair value, and in accordance with Financial Reporting Standard 102 (FRS 102) applicable in the UK and Republic of Ireland issued by the Financial Reporting Council and the requirements of the Companies Act 2006.

1.2
Reclassification

In the year ended 30 September 2024, goodwill of £4,056,152 transferred to the Company from the Firm of Charles Michie (“FOCM”) was recognised with a corresponding credit to share premium. Under the terms of the business transfer agreement, the goodwill was transferred to the Company by way of gift and for no consideration. As no shares were issued in connection with the transfer, the corresponding amount was incorrectly classified as share premium.

 

The comparative figures have therefore been restated by reclassifying £4,056,152 from share premium to a capital contribution reserve.

 

This adjustment represents a reclassification within equity only and has no impact on the goodwill carrying amount, profit or loss, net assets, total equity or cash flows of the Company for the current or comparative period.

1.3
Business combinations

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

 

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

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for at least twelve months from the date of signing the financial statements. Thus, the directors have continued to adopt the going concern basis of accounting in preparing the financial statements.

Ingasetter Limited
Notes to the financial statements (continued)
for the year ended 30 September 2025
1
Accounting policies (continued)
- 15 -
1.5
Revenue

Turnover comprises income from NHS prescription dispensing (reimbursement and fees), over-the-counter (“OTC”) retail sales and other pharmacy services. Turnover is recognised at the fair value of the consideration received or receivable and is shown net of VAT and other sales-related taxes.

 

NHS prescription income represents reimbursement and fees earned from dispensing prescriptions. Turnover is recognised in the period in which prescriptions are dispensed and the company becomes entitled to reimbursement under the relevant NHS arrangements. Income is measured based on expected amounts receivable, taking account of prescription activity/claims submissions, fee rates and known or expected adjustments.

 

Revenue from retail sales is recognised at the point of sale. Revenue from other pharmacy services is recognised when the service is provided. Revenue for the provision of services is recognised by reference to the date on which services were rendered.

1.6
Intangible fixed assets - goodwill

Goodwill represents the value attributable to an acquired business in excess of the fair value of its identifiable net assets.

 

Goodwill transferred to the Company by the owners as part of the transfer of an unincorporated business, for no consideration, is recognised at its fair value at the date of transfer, with the corresponding amount recognised as a capital contribution within equity.

 

Goodwill is subsequently measured at cost less accumulated amortisation and any accumulated impairment losses. Goodwill is considered to have a finite useful economic life of ten years and is amortised on a straight-line basis over that period. The carrying amount is reviewed for impairment where there is an indication that it may be impaired.

1.7
Tangible fixed assets

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

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

Freehold buildings
5% straight line
Leasehold improvements
5% straight line & 10% straight line
Plant and equipment
25% straight line
Computers
25% straight line
Motor vehicles
25% straight line

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 credited or charged to profit or loss.

1.8
Investment property

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

Ingasetter Limited
Notes to the financial statements (continued)
for the year ended 30 September 2025
1
Accounting policies (continued)
- 16 -
1.9
Impairment of fixed assets

At each reporting period end date, the company 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.

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.

1.10
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to the net realisable value. Stocks comprise pharmaceutical and other goods held for resale and are stated at the lower of cost and estimated selling price less costs to sell. Cost comprises purchase price and other directly attributable costs, net of trade discounts and rebates, and is determined using the FIFO method. Provision is made for expired, obsolete, damaged and slow-moving stock where appropriate.

1.11
Cash and cash equivalents

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

1.12
Financial instruments

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

 

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

 

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

Ingasetter Limited
Notes to the financial statements (continued)
for the year ended 30 September 2025
1
Accounting policies (continued)
- 17 -
Basic financial assets

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.

Classification of financial liabilities

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

Basic financial 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.

1.13
Equity instruments

Equity instruments issued by the company 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 company.

1.14
Taxation

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

Current 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

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.

Ingasetter Limited
Notes to the financial statements (continued)
for the year ended 30 September 2025
1
Accounting policies (continued)
- 18 -

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 when the company has 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.

1.15
Employee benefits

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.

1.16
Retirement benefits

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

1.17
Leases
As lessee

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 leases asset are consumed.

As lessor

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

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

Ingasetter Limited
Notes to the financial statements (continued)
for the year ended 30 September 2025
1
Accounting policies (continued)
- 19 -
1.18
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

2
Judgements and key sources of estimation uncertainty

In the application of the company’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.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Goodwill

The company carries goodwill of £3,447,728 at 30 September 2025. The directors have assessed the estimated useful economic life of the goodwill arising from the pharmacy business acquisition and consider a period of 10 years to be appropriate. The carrying amount is also reviewed for indicators of impairment and, where such indicators exist, the recoverable amount is assessed.

Investment property

The investment property is carried at fair value of £356,945. In determining fair value, the directors have considered available market evidence, including transactions and market values for comparable properties. The valuation therefore involves judgement regarding the appropriate assumptions and comparable market information.

Deferred tax asset

A deferred tax asset of £337,035 has been recognised at 30 September 2025, principally in respect of carried-forward tax losses and other timing differences. Recognition of the asset requires judgement as to whether sufficient future taxable profits will be available against which the tax losses and timing differences can be utilised. The directors have assessed the company’s expected future trading performance and consider it probable that the recognised deferred tax asset will be recoverable.

Ingasetter Limited
Notes to the financial statements (continued)
for the year ended 30 September 2025
- 20 -
3
Turnover and other income

Turnover represents amounts receivable from NHS pharmaceutical services, retail and online sales and clinical services provided during the year, exclusive of VAT where applicable.

2025
2024
£
£
Turnover analysed by class of business
Pharmaceutical income
10,100,253
8,334,625
Counter and online sales
1,986,629
959,619
12,086,882
9,294,244
2025
2024
£
£
Other income
Interest income
21,955
10,531
Grants received
5,120
-
Rental income arising from investment properties
24,000
12,000
4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Government grants
(5,120)
-
Fees payable to the company's auditor for the audit of the company's financial statements
20,800
-
0
Depreciation of tangible fixed assets
75,227
34,581
Amortisation of intangible assets
405,616
202,808
Impairment of stocks recognised or reversed
36,347
61,053
Operating lease charges
36,534
31,917
5
Employees

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

2025
2024
Number
Number
Pharmacy staff
61
60
Retail, coffee shop and gift department staff
22
22
Administration & support staff
19
19
Total
102
101
Ingasetter Limited
Notes to the financial statements (continued)
for the year ended 30 September 2025
5
Employees (continued)
- 21 -

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
2,673,179
1,730,670
Social security costs
278,705
186,280
Pension costs
81,799
47,296
3,033,683
1,964,246
6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
205,000
85,000
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
102,500
42,500
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
8,793
-
0
Other interest income
13,162
10,531
Total income
21,955
10,531
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
8,793
-
0
Ingasetter Limited
Notes to the financial statements (continued)
for the year ended 30 September 2025
- 22 -
8
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost
Interest on bank overdrafts and loans
10,418
11,641
Other finance costs
Other interest
861
17,776
11,279
29,417
9
Amounts written off related party loans
2025
2024
£
£
Amounts written off loans to related parties
(19,042)
(2,653,100)
10
Taxation
2025
2024
£
£
Current tax
Adjustments in respect of prior periods
(13,330)
11,285
Deferred tax
Origination and reversal of timing differences
139,419
(362,884)
Adjustment in respect of prior periods
(122,215)
(3,162)
Total deferred tax
17,204
(366,046)
Total tax charge/(credit)
3,874
(354,761)
Ingasetter Limited
Notes to the financial statements (continued)
for the year ended 30 September 2025
10
Taxation (continued)
- 23 -

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

2025
2024
£
£
Profit/(loss) before taxation
146,090
(2,221,315)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25% (2024: 25%)
36,523
(555,329)
Tax effect of expenses that are not deductible in determining taxable profit
11,065
6,051
Change in unrecognised deferred tax assets
-
0
130,465
Adjustments in respect of prior years
(135,545)
11,285
Depreciation on assets not qualifying for tax allowances, net of grant income
(9,573)
4,989
Amortisation on assets not qualifying for tax allowances
101,404
50,702
Other permanent differences
-
0
238
Deferred tax adjustments in respect of prior years
-
0
(3,162)
Taxation charge/(credit) for the year
3,874
(354,761)
11
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2025
2024
Notes
£
£
In respect of:
Stocks
15
36,347
61,053
Recognised in:
Cost of sales
36,347
61,053
Ingasetter Limited
Notes to the financial statements (continued)
for the year ended 30 September 2025
- 24 -
12
Intangible fixed assets
Goodwill
£
Cost
At 1 October 2024 and 30 September 2025
5,221,152
Amortisation and impairment
At 1 October 2024
1,367,808
Amortisation charged for the year
405,616
At 30 September 2025
1,773,424
Carrying amount
At 30 September 2025
3,447,728
At 30 September 2024
3,853,344
Ingasetter Limited
Notes to the financial statements (continued)
for the year ended 30 September 2025
- 25 -
13
Tangible fixed assets
Freehold buildings
Leasehold improvements
Assets under construction
Plant and equipment
Computers
Motor vehicles
Total
£
£
£
£
£
£
£
Cost
At 1 October 2024
360,986
129,081
168,584
486,816
236,052
63,324
1,444,843
Additions
-
0
-
0
5,122
9,090
10,984
-
0
25,196
Disposals
-
0
-
0
-
0
(1,832)
-
0
(4,500)
(6,332)
Transfers
50,425
98,714
(149,139)
-
0
-
0
-
0
-
0
At 30 September 2025
411,411
227,795
24,567
494,074
247,036
58,824
1,463,707
Depreciation and impairment
At 1 October 2024
293,307
65,033
-
0
475,029
166,297
52,306
1,051,972
Depreciation charged in the year
12,305
23,540
-
0
5,568
22,796
11,018
75,227
Eliminated in respect of disposals
-
0
-
0
-
0
(458)
-
0
(4,500)
(4,958)
At 30 September 2025
305,612
88,573
-
0
480,139
189,093
58,824
1,122,241
Carrying amount
At 30 September 2025
105,799
139,222
24,567
13,935
57,943
-
0
341,466
At 30 September 2024
67,679
64,048
168,584
11,787
69,755
11,018
392,871
Ingasetter Limited
Notes to the financial statements (continued)
for the year ended 30 September 2025
- 26 -
14
Investment property
2025
£
Fair value
At 1 October 2024 and 30 September 2025
356,945

Investment property comprises retail premises in Banchory, Aberdeenshire. The property was valued by the directors at 1 October 2024 on an open market value basis by reference to market evidence of transaction prices for similar properties. The directors reviewed the valuation at 30 September 2025 and, having considered current market conditions and available market evidence, concluded that there had been no material change in fair value. Accordingly, the property continues to be carried at £356,945.

15
Stocks
2025
2024
£
£
Goods for resale
651,099
581,605
16
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
14,556
1,979
Corporation tax recoverable
39,000
-
0
Other debtors
1,709,567
1,807,973
Prepayments and accrued income
948,030
874,582
2,711,153
2,684,534
Deferred tax asset
337,035
354,239
3,048,188
3,038,773

Included within other debtors are VAT receivable of £1,395,976 and a Section 455 tax receivable of £215,760.

Ingasetter Limited
Notes to the financial statements (continued)
for the year ended 30 September 2025
- 27 -
17
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Bank loans
19
93,651
76,190
Obligations under finance leases
21,038
21,038
Trade creditors
1,368,230
1,264,692
Corporation tax
-
0
6,907
Other taxation and social security
77,038
51,747
Deferred income
21
91,995
114,615
Other creditors
632,971
643,530
Accruals
264,109
305,050
2,549,032
2,483,769
18
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Bank loans and overdrafts
19
-
0
93,651
Obligations under finance leases
19,285
40,324
19,285
133,975
19
Loans and overdrafts
2025
2024
£
£
Bank loans
93,651
169,841
Payable within one year
93,651
76,190
Payable after one year
-
0
93,651

The company's banking facilities are secured by a standard security over one of its properties and a floating charge over the whole undertaking and assets of the company, present and future, including uncalled capital. Both securities are held by Clydesdale Bank PLC and secure all sums due or to become due by the company. The floating charge restricts the creation of securities ranking in priority to, or equally with, the charge.

Ingasetter Limited
Notes to the financial statements (continued)
for the year ended 30 September 2025
- 28 -
20
Deferred taxation

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

Assets
Assets
2025
2024
Balances:
£
£
Accelerated capital allowances
(17,158)
(24,667)
Tax losses
352,655
376,235
Short term timing differences
1,538
2,671
337,035
354,239
2025
Movements in the year:
£
Asset at 1 October 2024
(354,239)
Charge to profit or loss
17,204
Asset at 30 September 2025
(337,035)

The deferred tax asset principally arises from carried-forward tax losses and other timing differences. The asset has been recognised to the extent that the directors consider it probable that sufficient future taxable profits will be available against which the underlying tax losses and timing differences can be utilised.

21
Deferred income
2025
2024
£
£
Other deferred income
91,995
114,615
22
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
81,799
47,296

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

Ingasetter Limited
Notes to the financial statements (continued)
for the year ended 30 September 2025
- 29 -
23
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A of £1 each
400
400
400
400
Ordinary B of £1 each
400
400
400
400
800
800
800
800

The Ordinary A shares of £1 each and the Ordinary B shares of £1 each rank pari passu having full voting rights, the right to dividends and the right to a distribution on a wind up.

24
Operating lease commitments
As lessee

The company occupies trading premises under long-term lease arrangements with expiry dates extending to 2029 and 2039. The leases are subject to periodic upward-only rent reviews based on either open market rental values or an externally determined rental benchmark and include tenant break provisions in specified circumstances.

 

Under the terms of the leases, the company is responsible for repairs, maintenance, insurance and other property outgoings associated with the premises. The leases do not contain options to purchase the underlying properties and are considered significant to the company's trading operations.

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

2025
2024
£
£
Within 1 year
30,250
30,250
Years 2-5
98,500
118,500
After 5 years
92,250
102,500
221,000
251,250
As lessor

The company leases a retail property to a related party under a long-term operating lease expiring in August 2031. The lease includes a two-year rent-free period and upward-only rent reviews at three-year intervals based on open market rental value. There are no tenant options to extend the lease term and no material variable lease payment arrangements.

 

Under the lease, the tenant is responsible for repairs, maintenance, insurance, rates and other property outgoings, and the use of the property is restricted to retail purposes. Assignment and subletting are permitted only with the landlord's consent and subject to specified conditions.

Ingasetter Limited
Notes to the financial statements (continued)
for the year ended 30 September 2025
24
Operating lease commitments (continued)
- 30 -
2025
2024
Future amounts receivable under operating leases:
£
£
Within 1 year
24,000
24,000
Years 2-5
96,000
96,000
After 5 years
21,238
45,238
141,238
165,238
25
Related party transactions
Transactions with related parties

During the year the company operated a loan account with a company jointly controlled by the directors of Ingasetter Limited. The following amounts were outstanding at the reporting end date:

2025
2024
Amounts due from related parties
£
£
Other related parties
101,136
-
Other information

Included within rental income are transactions amounting to £24,000 (2024: £12,000) from a company jointly controlled by the directors of Ingasetter Limited. The lease is conducted under a formal lease agreement.

26
Cash generated from/(absorbed by) operations
2025
2024
£
£
Profit/(loss) after taxation
142,216
(1,866,554)
Adjustments for:
Taxation charged/(credited)
3,874
(354,761)
Finance costs
11,279
29,417
Investment income
(21,955)
(10,531)
Amortisation and impairment of intangible assets
405,616
202,808
Depreciation and impairment of tangible fixed assets
75,227
34,581
Other gains and losses
19,042
2,653,100
Movements in working capital:
Increase in stocks
(69,494)
(24,778)
Decrease/(increase) in debtors
95,849
(458,302)
Increase/(decrease) in creditors
103,218
(1,020,822)
Decrease in deferred income
(22,620)
(50,242)
Cash generated from/(absorbed by) operations
742,252
(866,084)
Ingasetter Limited
Notes to the financial statements (continued)
for the year ended 30 September 2025
- 31 -
27
Analysis of changes in net funds
1 October 2024
Cash flows
30 September 2025
£
£
£
Cash at bank and in hand
818,049
470,901
1,288,950
Borrowings excluding overdrafts
(169,841)
76,190
(93,651)
Lease liabilities
(61,362)
21,039
(40,323)
586,846
568,130
1,154,976
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