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Company Registration Number: C95118
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements
31 December 2025
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
Contents Pages
Executive Director’s message 1 – 3
Directors’ Report 4 – 9
Corporate Governance - Statement of Compliance 10 – 14
Consolidated Statement of Profit or Loss and Other Comprehensive Income 15
Consolidated Statement of Financial Position 16 – 17
Consolidated Statement of Changes in Equity 18 – 20
Consolidated Statement of Cash Flows 21 – 22
Notes to the Consolidated Financial Statements 23 – 79
Independent Auditor’s Report 80 – 86
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
1
Executive Director’s message
Dear Shareholders,
A year of step-change growth
The twelve months to 31 December 2025 were, in my view, the most significant year of growth in Brown’s Pharma
Holdings plc’s history as a listed group. Consolidated revenue rose by 50% to €75.1 million (2024: €50.1 million),
operating profit grew by 62% to €7.5 million and profit attributable to shareholders nearly doubled to €4.0 million
(2024: €2.2 million). Earnings per share moved from €0.11 to €0.20.
Growth of this scale was driven by three converging trends: continued organic strength in our Malta retail network,
the transition of Mediva Pharma Limited from a loss-making operation into a meaningful contributor to Group
revenue, and disciplined cost control that allowed operating leverage to work in our favour as volume expanded.
Financial highlights
€ (unless stated)20252024Change
Group revenue 75,053,29150,059,224 +50%
Gross profit 20,586,54616,175,476 +27%
Operating profit 7,515,0994,631,183 +62%
Profit before tax 6,182,2863,343,645 +85%
Profit for the year 4,037,1982,208,053 +83%
Earnings per share (€)0.200.11 +82%
Cash and cash equivalents 5,987,5892,560,895 +134%
Total assets 102,975,33699,724,395 +3%
Total equity 40,585,75138,164,105 +6%
Gross margin for the year was 27.4% (2024: 32.3%). The contraction reflects an intentional shift in product mix:
Mediva’s B2B wholesale revenue carries a structurally lower gross margin than our Malta retail business, and its
share of Group revenue has increased materially. That mix effect was more than offset at the operating line, where
a 62% increase in operating profit on a 50% increase in revenue demonstrates that the operating model is scaling.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
2
Executive Director’s message – continued
Brown’s Pharma Retail Holdings – Malta retail
Brown’s Pharma Retail Holdings Limited, which owns and operates our pharmacy licences through Brown’s
Pharma Limited, continued to be the engine of the Group. The retail business delivered another year of organic
growth in both average basket spend and customer footfall, supported by our own-imported-brand ranges and in-
store healthcare services. The pharmacy-licence intangible assets stood at €68.2 million at year-end (2024: €68.2
million), with no revaluation movement in 2025 following the revaluation performed at 31 December 2024.
Goodwill allocated to the retail cash-generating unit remains at €3.95 million (2024: €3.95 million) and has been
tested for impairment at 31 December 2025 in accordance with IAS 36. The assessment concluded that no
impairment charge is required.
Mediva Pharma Limited – the UK growth engine
Mediva Pharma Limited, our GPhC UK-registered distance-selling pharmacy, was the principal driver of revenue
growth at Group level in 2025. Mediva also advanced its technology roadmap: by year-end the OxygenRx platform
– Mediva’s proprietary B2B ordering, compliance and fulfilment stack – had been substantially readied for
commercial roll-out in 2026.
In parallel, we progressed the consumer proposition through Lyv Ltd, which will operate the Lyv Pharmacy/Mediva
direct-to-consumer offering. Both the OxygenRx and Lyv platforms are intended to move Mediva beyond its current
third-party fulfilment model and into direct commercial relationships with its customers.
Financial position and capital structure
Total assets increased to €103 million (2024: €99.7 million) and total equity attributable to shareholders grew to
€40.6 million (2024: €38.2 million), reflecting retained profit of €4.0 million partially offset by the dividend distribution
of €1.6 million. Interest-bearing borrowings stood at €17.2 million at year-end (2024: €17.8 million), with the modest
reduction reflecting scheduled amortisation on the Group’s bank facilities.
Cash and cash equivalents more than doubled to €6.0 million (2024: €2.6 million), providing a comfortable working-
capital cushion heading into 2026.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
3
Executive Director’s message – continued
Acknowledgements
I would like to record my thanks to the formidable management team for their unwavering belief in, and execution
of, my vision.
To all our colleagues across Malta and the United Kingdom, whose day-to-day work is the reason these results
exist – thank you.
I would also like to thank the members of the Board – and in particular those who stepped down during the year
and those who joined on 1 July 2025 – for their continued challenge and support.
To our customers across Malta and the United Kingdom – thank you for your continued loyalty and trust. You are
the reason we exist, and everything we do is in service of earning that trust every day.
Finally, my thanks go to our shareholders, bondholders, banking partners and suppliers for their continued
confidence in Brown’s Pharma Holdings plc.
Alexander Fenech
Executive Director
Brown’s Pharma Holdings plc
29 April 2026
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
4
Directors’ Report
The Board of Directors present their annual report and the audited consolidated and separate financial statements
of the Group and the Company for the year ended 31 December 2025.
Principal activities
The Company’s principal activity is to hold full ownership of three entities namely Brown’s Pharma Retail Holdings
Limited, registered in Malta; Mediva Pharma Limited, registered in the United Kingdom; and Brown’s Pharma
International Holdings Ltd, registered in Ireland. Brown’s Pharma International Holdings Ltd wholly owns Lyv Ltd,
a company registered in the United Kingdom. Meanwhile, Brown’s Pharma Retail Holdings Limited fully owns a
number of subsidiary companies in Malta that legally hold pharmacy licences and grant Brown’s Pharma Limited
the right to operate them.
In addition, Brown’s Pharma Retail Holdings Limited holds 100% of the shares in Brown’s Pharma Limited, which
operates retail pharmacy outlets across various locations in Malta, as well as in Brown’s Pharma IP Limited, which
holds the Group’s intellectual property.
The parent company and any of its subsidiaries do not hold any branches in Malta or abroad.
Review of the business, results and dividends
The Group and the Company continued their trading operations during the year and have reported positive results.
The consolidated and separate statement of profit or loss and other comprehensive income is set out on page 15.
In 2025, the Group’s revenue increased by 50% (2024: 31%) when compared to the previous financial year. This
growth was driven by the organic expansion of its existing retail operations and a significant increase in revenue
of Mediva Pharma Limited due to an expanding customer base. Similarly, total operating expenditure rose by 48%
(2024: 32%) to €67,747,250 (2024: €45,772,023), in line with the corresponding increase in revenue.
The Group’s total assets increased to €102,975,336 (2024: €99,724,395), a significant portion of which relates to
the Group’s pharmacy licences, which form part of the Group’s intangible assets. As at 31 December 2025, the
Group did not revalue it’s pharmacy licences. The last revaluation was performed during the year ended 31
December 2024.
During the year ended 31 December 2025, the Company generated a profit before tax of €3,258,087 (2024:
€2,769,231). The increase was mainly due to an increase in dividends received during the year.
During 2025, the Company transferred its 100% investment in Brown’s Pharma Limited and Brown’s Pharma IP
Limited (carrying amount €14,663,241) to its wholly-owned subsidiary Brown’s Pharma Retail Holdings Limited for
Nil consideration to streamline the group structure.
The level of business and the Group’s and the Company’s financial position remain satisfactory, and the Board of
Directors expects that the present level of activity will improve in the foreseeable future.
Dividend
The Board of Directors has proposed an interim and final gross dividend aggregating to €2,490,511 (2024:
€2,769,231) equivalent to a net dividend of €1,618,832 (2024: €1,800,000) or €0.08 per share (2024: €0.09 per
share). The distribution is fully covered by current year profit and reflects the Board’s commitment to a progressive
but prudent dividend policy that balances shareholder return with continued reinvestment in the platforms that will
drive the next phase of growth.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
5
Directors’ Report – continued
Events after the reporting date
As noted in Note 33, on 6 February 2026, the Company’s subsidiary, Brown’s Pharma International Holdings Limited
incorporated two new companies in Nicosia, Cyprus, O2HT Limited and BICO Limited. There were no other adjusting
or significant non-adjusting events that occurred between the end of the reporting year and at the date of authorisation
by the Board of Directors.
Board of Directors
The Board of Directors of the Group who held office during the year ended 31 December 2025 and as at the date
of this report are:
Mr. Alexander Fenech (Executive Director)
Mr. Benjamin Muscat (resigned on 1 July 2025)
Mr. David Camilleri (Chairman)
Ms. Jacqueline Camilleri (appointed on 1 July 2025)
Mr. Jean-Pierre Miceli
Mr. Joseph Caruana (resigned on 1 July 2025)
Ms. Maria Therese Vella (appointed on 1 July 2025)
Mr. Mark Grech
Mr. Paul Camilleri
Mr. Robert Spiteri
In accordance with the Company’s Articles of Association, the Board members are eligible for re-appointment at
the Annual General Meeting every year. However, all Directors should retire from the office, at least, once every
three (3) years but shall be eligible for re-election.
Statement of Board of Directors’ responsibilities
The Board of Directors are required by the Companies Act, 1995 to prepare consolidated and separate financial
statements which give a true and fair view of the state of affairs of the Group and the Company as at the end of
each financial year and of the profit or loss for that year.
In preparing the consolidated and separate financial statements, the Board of Directors are responsible for:
• ensuring that the consolidated and separate financial statements have been drawn up in accordance with
International Financial Reporting Standards as adopted by the European Union;
• selecting and applying appropriate accounting policies;
• making accounting estimates that are reasonable in the circumstances; and
• ensuring that the consolidated and separate financial statements are prepared on the going concern basis
unless it is inappropriate to presume that the Group and the Company will continue in business as going
concern;
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
6
Directors’ Report – continued
Statement of Board of Directors’ responsibilities – continued
The Board of Directors is also responsible for keeping proper accounting records which disclose with reasonable
accuracy at any time the financial position of the Group and the Company and to enable them to ensure that the
consolidated and separate financial statements comply with the Companies Act, 1995. This responsibility includes
designing, implementing, and maintaining such internal controls, as the Board of Directors determines the
necessary procedures to enable the preparation of the consolidation and separate financial statements that are
free from material misstatement, whether due to fraud or error. They are also responsible for safeguarding the
assets of the Group and the Company, and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
The financial statements of Brown’s Pharma Holdings plc, for the year ended 31 December 2025 are included in
the Annual Report 2025 which is published in iXBRL format, in line with the ESEF requirements, and are made
available on the Group’s website. In view of their responsibility for the controls over, and the security of, the
website, the Board of Directors are responsible for the maintenance and integrity of the Annual Report on the
website, https://browns.pharmacy/investor-relations/investor-resources/financial. Access to information published
on the Group’s website is available in other countries and jurisdictions, where legislation governing the preparation
and dissemination of financial statements may differ from requirements or practice in Malta.
Financial reporting framework
The Board of Directors resolved to prepare the Group’s consolidated financial statements and the Company’s
separate financial statements for the year ended 31 December 2025 in accordance with International Financial
Reporting Standards as adopted by the European Union.
Disclosures in terms of the Capital Market Rules
Pursuant to the Capital Market Rule 5.62
Going Concern
The Board of Directors, as required by Capital Market Rule 5.62, have considered the Group’s and the Company’s
operational performance, the statement of financial position as at year end as well as the business plan for the
coming year, and declare that they have a reasonable expectation that the Group and the Company have
adequate resources to continue in operational existence for the foreseeable future. For this reason, in preparing
the financial statements, the Group and the Company are in a position to continue operating as a going concern
for the foreseeable future.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
7
Directors’ Report – continued
Disclosures in terms of the Capital Market Rules – continued
Pursuant to the Capital Market Rule 5.64
Share Capital Structure
The Company’s authorised and issued share capital amounts to €14,662,916 Ordinary “A” shares of €1 each and
€5,423,270 Ordinary “B” shares of €1 each. There are no shares admitted to trading on a regulated market in
Malta or any EU member state. Class ‘A’ shareholders have the right to appoint one (1) director who shall have
two point five (2.5) votes each in meetings of the Board of Directors. Class ‘A’ and ‘B’ shareholders shall, together,
be entitled to appoint four (4) directors to the Board of the Company who shall have one (1) vote each in Board
meetings. Each holder of ‘B’ shares shall have the right to appoint one (1) director to the Board of Directors of the
Company who shall have one (1) vote each in meetings of the Board of Directors. Except as otherwise provided,
all ordinary shares, irrespective of class, shall rank equally in all respects, including without limitation, equal
participation in profits distributed by the Company and equal rights upon distribution of the Company’s assets upon
its winding up. Each ordinary share shall entitle the holder to one (1) vote at each general meeting. No restrictions
apply to the transfer of shares.
Holding in excess of 5% of the Share Capital
On the basis of the information available to the Company as at 31 December 2025, 13i Limited and N&N
Investments Limited held 7,331,458 ordinary shares of €1 each, which is equivalent to 36.5% each of the
Company’s authorised and issued share capital, whilst Elka Investments Limited and JLMX Investments Limited
held 2,711,635 ordinary shares of €1 each, which is equivalent to 13% each of the Company’s authorised and
issued share capital.
Appointment and Replacement of Directors
Board members are appointed every 1 year and are eligible for re-appointment at the Annual General Meeting. All
Directors shall retire from office, at least, once every three (3) years but shall be eligible for re-election.
Board Member Powers
The powers of the Board members are contained in Article 54 of the Company’s Articles of Association.
Contracts with Board Members and Employees
The Company has no agreements between the Company and the Directors of the Company’s Board or employees
providing for compensation on termination or cessation of their office for any reason whatsoever.
It is hereby declared that as at 31 December 2024, information required under Capital Market Rules 5.64.2, 5.64.4,
5.64.5, 5.64.6, 5.64.7 and 5.64.10 are not applicable to the Company.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
8
Directors’ Report – continued
Disclosures in terms of the Capital Market Rules – continued
Pursuant to the Capital Market Rule 5.68
We confirm that to the best of our knowledge:
a) the consolidated and separate financial statements give a true and fair view of the consolidated and separate
financial position of the Group and the Company as at 31 December 2025, and of its consolidated and separate
financial performance and its cash flows for the year then ended in accordance with International Financial
Reporting Standards as adopted by the EU.
b) the annual report includes a fair review of the performance of the business and the position of the Group and
the Company, together with a description of the principal risks and uncertainties that they face.
Pursuant to the Capital Market Rule 5.70.1
There were no material contracts to which the Group and the Company, was a party, and in which anyone of the
Company’s Directors was directly or indirectly interested.
Pursuant to the Capital Market Rule 5.70.2
The Company secretary is Dr. Jean Carl Farrugia.
Disclosure of information to auditors
At the date of making this report the Board of Directors confirm the following:
a) As far as each Director is aware, there is no relevant information needed by the independent auditor in
connection with preparing the audit report of which the independent auditor is unaware, and
b) Each Director has taken all steps that they ought to have taken as Directors in order to make themselves aware
of any relevant information needed by the independent auditor in connection with preparing the audit report
and to establish that the independent auditor is aware of that information.
Principal risks and uncertainties faced by the Group and the Company
The Group and the Company’s principal risks and uncertainties are included in Note 31 of these consolidated and
separate financial statements and comprise, in the main, regulatory and licensing risk in Malta, supply-chain and
counterparty risk at Mediva, interest-rate risk on the Group’s bank facilities, and execution risk associated with
the OxygenRx and Lyv platform roll-outs during 20226. These risks are actively monitored by the Board and the
Audit Committee.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
9
Directors’ Report – continued
Auditor
The auditor, NOUV Assurance Limited, has intimated its willingness to continue in office and a resolution to
reappoint it as auditor of the Group and the Company will be proposed at the forthcoming Annual General Meeting.
Registered address:
The registered office of the Group and the Company is Q3, Level 2, Unit 1, Quad Central, Triq l-Esportaturi, Central
Business District, Birkirkara, CBD1020, Malta.
Signed on behalf of the Group’s and the Company’s Board of Directors on 29 April 2026 by Mr. David Camilleri
(Chairman), Mr. Alexander Fenech (Executive Director) and Mr. Paul Camilleri (Director) as per the Director’s
Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Report and Accounts 2025.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
10
Corporate Governance - Statement of Compliance
The Capital Market Rules issued by the Malta Financial Services Authority, require listed companies to observe
The Code of Principles of Good Corporate Governance (the "Code"). Although the adoption of the Code is not
obligatory, Listed Companies are required to include, in their Annual Report, a Directors' Statement of Compliance
which deals with the extent to which Brown’s Pharma Holdings plc (the ‘Company’) has adopted the Code of
Principles of Good Corporate Governance and the effective measures that the Company has taken to ensure
compliance with the Code, accompanied by a report of the auditors thereon.
Compliance
The Company’s Board of Directors (the "Board") believe in the adoption of the Code and has endorsed them
except where the size and/or circumstances of the Company are deemed by the Board not to warrant the
implementation of specific recommendations. In this context, it is relevant to note that the Company has issued
bonds to the public and has no employees. Accordingly, some of the provisions of the Code are not applicable
whilst others are applicable to a limited extent.
The Board
The Board of Directors is responsible for devising a strategy, setting policies and the management of the Company.
It is also responsible for reviewing internal control procedures, financial performance and business risks facing the
Company. The Board is also responsible for decisions relating to the redemption of the Bond, and for monitoring
that its operations are in conformity with the Prospectus and all relevant rules and regulations.
Throughout the year under review, the Board regularly reviewed management performance. The Company has in
place systems whereby the Board of Directors obtains timely information from the Executive Director, not only at
meetings of the Board but at regular intervals or when the need arises.
Chairperson
The Chairperson's main function is to lead the Board, set the agenda and ensure that all board members partake
in discussions of complex and contentious issues. The Chairperson is an independent non-executive director with
no executive functions.
Composition of the Board
The Board is composed of one executive and seven non-executive directors, as listed below. The directors were
appointed on 5 March 2020, upon incorporation of the Company, except for Mark Grech who was appointed on
18
th
January 2021, David Camilleri who was appointed on 1
st
August 2023, and Jacqueline Camilleri and Maria
Therese Vella who were appointed on 1
st
July 2025. All Board members are eligible for re-appointment at the
Annual General Meeting every year. However, all Directors should retire from the office, at least, once every three
(3) years but shall be eligible for re-election.
Executive Director
Mr. Alexander Fenech (Executive Director)
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
11
Corporate Governance - Statement of Compliance – continued
Composition of the Board – continued
Non-Independent Non-Executive Directors
Mr. Jean-Pierre Miceli
Mr. Paul Camilleri
Mr. Robert Spiteri
Independent Non-Executive Directors
Mr. David Camilleri (Chairman)
Ms. Jacqueline Camilleri
Ms. Maria Therese Vella
Mr. Mark Grech
Directors are appointed during the Company's Annual General Meeting for periods of one year, at the end of which
term they may stand again for re-election. All Directors shall retire from office at least once in each three (3) years
but shall be eligible for re-election. The Articles of Association of the Company clearly set out the procedures to
be followed in the appointment of directors.
Internal Control
The Board is responsible for the Company's system of internal controls and for reviewing its effectiveness. Such
a system is designed to achieve business objectives and to manage rather than to eliminate the risk of failure to
achieve business objectives and can only provide reasonable assurance against material error, losses or fraud.
Authority to manage the Company is delegated to the Executive Director within the limits set by the Board of
Directors. Systems and procedures are in place for the Company to control, report, monitor and assess risks and
their financial implications, and to take timely corrective actions where necessary. Regular financial budgets and
strategic plans are prepared, and performance against these plans is actively monitored and reported to the Board
of Directors on a regular basis.
The Board also approves, after review and recommendation by the Audit Committee, the transfer of funds and
other amounts payable to companies within the same group and ensures that these are subject to terms and
conditions which are on an arm's length basis.
Directors' Attendance at Board Meetings
The Board believes that it has systems in place to fully comply with the principles of the Code. Board of Directors
meet regularly, mainly to review the financial performance of the Company and to review internal control
processes. Board members are notified of forthcoming meetings by the Company Secretary with the issue of an
agenda and supporting Board papers, which are circulated well in advance of the meeting. All the directors have
access to independent professional advice at the Company's expense should they so require.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
12
Corporate Governance - Statement of Compliance – continued
Directors' Attendance at Board Meetings – continued
The Board met formally five times during the year under review. The number of board meetings attended by
Directors for the year ended 31 December 2025 is as follows:
Member Attended
Mr. Alexander Fenech 5
Mr. David Camilleri 5
Ms. Jacqueline Camilleri 4
Mr. Jean-Pierre Miceli 4
Ms. Maria Therese Vella 4
Mr. Mark Grech 4
Mr. Paul Camilleri 5
Mr. Robert Spiteri 4
Mr. Benjamin Muscat 1 (Resigned)
Mr. Joseph Caruana 0 (Resigned)
Committees
The Board of Directors believe that, due to the Company's size and operation, the remuneration, evaluation and
nominations committees that are suggested in the Code are not required, and that the function of these can
efficiently be undertaken by the board itself. However, the Board on an annual basis undertakes a review of the
remuneration paid to the Board of Directors and carries out an evaluation of their performance and of the audit
committee. The shareholders approve the remuneration paid to the Board of Directors at the annual general
meeting.
Audit Committee
The Board established an Audit Committee (the "Committee") in 2021 and has formally set out Terms of Reference
as outlined in the Principles laid out in the Capital Markets Rules. The purpose of the Committee is to protect the
interest of the Company's share and bondholders and assist the Board of Directors in conducting their role
effectively. The Audit Committee also monitors the financial reporting process, the effectiveness of internal control
and the audit of the annual financial statements. Additionally, it is responsible for monitoring the performance of
the entities borrowing funds from the Company, to ensure that budgets are achieved and if not, that corrective
action is taken as necessary. It also scrutinises and supervises related party transactions for materiality and
ensures that these are carried out at arm's length basis.
The Members of the Audit Committee are:
Mr. Mark Grech
Ms. Jacqueline Camilleri (Chairperson of the Audit Committee)
Ms. Maria Therese Vella
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
13
Corporate Governance - Statement of Compliance – continued
Audit Committee – continued
Ms. Jacqueline Camilleri is a highly experienced financial and business consultant with a strong background in
healthcare, finance, and corporate management. She is a Certified Public Accountant, holds a BA (Hons.) degree
in Accountancy from the University of Malta, a Master Degree in Business Administration from Heriot-Watt
University of Edinburgh Business School, and is a Fellow Member of the Institute of Accountants. Her career
includes senior roles within AX Holdings Group and the Foundation for Medical Services. Ms. Camilleri also joined
the UK National Health Service and served as Directorate Management Accountant at Stock Mandeville Hospital.
Ms. Camilleri played a key role in the opening of Mater Dei Hospital and later served as Director General Finance
and Administration within the Ministry for Health, Elderly and Community Care. Ms. Camilleri was appointed CEO
of Hilltop Gardens in 2014 and later led the design and establishment of Golden Care, where she became CEO in
2019. Ms. Camilleri also occupied the position of CFO in advisory capacity at Bonnici Group. She continues to
provide advisory services to start-ups and organisations undergoing restructuring and serves on various boards
and audit committees.
Ms. Maria Therese Vella has experience in IT leadership, cyber security and governance across diverse sectors
including hospitality, financial services, aviation and consultancy. Ms. Vella currently serves as Chief Technology
Officer at AX Group, where she oversees the entire information technology department, ensuring alignment with
business growth and innovation objectives. She also held senior roles including Lead Consultant for Risk and
Compliance at RSM Malta and Head of Advisory and Chief Information Officer, at Proact and Azure Malta
respectively. Ms. Vella spent years with Island Hotels Group, where she established and led the IT function,
delivering system implementations and compliance initiatives. She holds an MSc in Information Management from
Lancaster University and an Honours Degree in Electrical Engineering from the University of Malta. Ms. Vella
actively contributes through board and non-executive director roles.
Mr. Mark Grech is a lawyer by profession (graduated as Doctor of Laws from the University of Malta in 2016) with
a passion for business. Mark co-founded One Culture Limited a company that specialises in mass events. Mark is
a co-founder of Eleven Entertainment Group and Thirteen Media Limited. In 2018, Mark co-founded X Factor Malta
and, in 2020, Malta’s Got Talent - two television entertainment-related projects.
The Committee met formally four times during the year to 31 December 2025.
The Audit Committee is independent and is constituted in accordance with the requirements of the Capital Market
Rules. The Head of Finance and the external auditors of the Company attend the meetings of the Committee by
invitation. Other executive directors and external consultants are requested to attend when required. The Company
Secretary also acts as Secretary to the Audit Committee.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
14
Corporate Governance - Statement of Compliance – continued
Remuneration Statement
In terms of the Company's Memorandum and Articles of Association, it is the shareholders of the Company in the
General Meeting who determine the maximum annual aggregate remuneration of the Board of Directors.
None of the Board of Directors is employed or has a service contract with the Company.
No part of the remuneration paid to the Board of Directors is performance-based. The Directors of the Company
are not entitled to profit sharing, share options or pension benefits.
The Board of Directors of the Group received €166,355 (2024: €176,174) in aggregate for services rendered to
the Group during 2025, whilst the Board of Directors of the Company received €59,100 (2024: €54,000) in
aggregate for services rendered to the Company during 2025.
Relations with bondholders and the market
The Company publishes interim and annual financial statements, and when required, Company announcements.
The Board feels these provide the market with adequate information about its activities.
Conflicts of Interest
On joining the Board and regularly thereafter, directors and officers of the Company are informed and reminded
of their obligations on dealing in securities of the Company within the parameters of law and Capital Markets Rules.
The Company has also set reporting procedures in line with the Capital Markets Rules, the Code, and internal
code of dealing.
Signed on behalf of the Group’s and the Company’s Board of Directors on 29 April 2026 by Mr. David Camilleri
(Chairman), Mr. Alexander Fenech (Executive Director) and Mr. Paul Camilleri (Director) as per the Director’s
Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Report and Accounts 2025
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
15
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Notes Year ended 31 December
The Group 2025 The Group The Company The Company 2024
2024 2025
€€€€
Revenue 2 75,053,291 50,059,224 - -
Cost of sales 3 (54,466,745) (33,883,748) - -
Gross profit 20,586,546 16,175,476 - -
Administrative expenses 3 (12,149,287) (10,937,222) (147,469) (130,205)
Selling and distribution expenses 3 (1,131,218) (951,053) - -
Other income 6 209,058 343,982 167,118 175,651
Operating profit 7,515,099 4,631,183 19,649 45,446
Finance income5 125,276 145,833 3,773,258 3,258,605
Finance costs 7 (1,458,089) (1,433,371) (534,820) (534,820)
Profit before income tax 6,182,286 3,343,645 3,258,087 2,769,231
Income tax 9 (2,145,088) (1,135,592) (945,470) (969,231)
Profit for the year – attributable to the owners of the Company4,037,198 2,208,053 2,312,617 1,800,000
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss
Revaluation gain onintangible assets 11 - 16,893,181 - -
Income tax decrease relating to components of other comprehensive income 9 - (5,912,613) - -
Other comprehensive income for the financial year, net of deferred tax - 10,980,568 - -
Total comprehensive income for the financial year – attributable to the owners of the Company 4,037,198 13,188,621 2,312,617 1,800,000
Earnings per share 8 0.20 0.11 - -
The accounting policies and explanatory notes on pages 23 to 79 form an integral part of the consolidated and
separate financial statements.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
16
Consolidated Statement of Financial Position
Notes As at 31 December
The Group 2025 The Group The Company 2025 The Company 2024
2024
€€€€
ASSETS
Non-current assets
Intangible assets 11 68,194,018 68,154,579 - -
Goodwill 13 3,945,451 3,945,451 - -
Property, plant and equipment 12 3,056,998 3,094,789 - -
Right-of-use assets 14 10,816,868 10,339,548 - -
Investments in subsidiaries 15 - - 20,086,289 20,086,189
Trade and other receivables 18 - - 12,542,977 12,612,546
Deferred tax asset 25 - 378,264 - -
Total non-current assets 86,013,335 85,912,631 32,629,266 32,698,735
Current assets
Investments in financial assets 16 650,000 1,150,054 - -
Inventories 17 4,552,939 4,187,305 - -
Trade and other receivables 18 5,771,473 5,818,459 1,548,411 161,288
Current tax asset 27 - 95,051 - -
Cash and cash equivalents 29 5,987,589 2,560,895 276,438 580,373
Total current assets 16,962,001 13,811,764 1,824,849 741,661
Total assets102,975,336 99,724,395 34,454,115 33,440,396
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
17
Consolidated Statement of Financial Position – continued
Notes As at 31 December
The Group 2025 The Group The Company The Company
2024 2025 2024
€€€€
EQUITY AND LIABILITIES
Capital and reserves
Issued share capital 19 20,086,186 20,086,186 20,086,186 20,086,186
Retained earnings 21 3,669,521 1,251,155 693,785 -
Revaluation reserve 2016,849,871 16,849,871 - -
Translation reserve 22 (19,827) (23,107) - -
Total equity attributable to equity holders of the parent 40,585,751 38,164,105 20,779,971 20,086,186
LIABILITIES
Non-current liabilities
Interest-bearing borrowings 23 16,617,884 17,285,874 12,847,022 12,819,194
Deferred tax liabilities 25 20,659,852 20,716,036 - -
Lease liabilities 24 10,987,878 10,238,166 - -
Total non-current liabilities 48,265,614 48,240,076 12,847,022 12,819,194
Current liabilities
Interest-bearing borrowings23 628,124 530,074 - -
Trade and other payables 26 11,540,948 12,114,927 827,122 535,016
Lease liabilities 24 720,679 675,213 - -
Current tax 271,234,220 - - -
Total current liabilities 14,123,971 13,320,214 827,122 535,016
Total liabilities 62,389,585 61,560,290 13,674,144 13,354,210
Total equity and liabilities 102,975,336 99,724,395 34,454,115 33,440,396
The official closing rate of exchange used by the European Central Bank between the Great Britain Pound (GBP)
and the Euro (EUR) at 31 December 2025 was 0.8726 (2024: 0.8292).
The accounting policies and explanatory notes on pages 23 to 79 form an integral part of the consolidated and
separate financial statements.
The consolidated and separate financial statements on pages 15 to 79 were approved and authorised for issue by
the Board of Directors on 29 April 2026 and signed on behalf of the Group’s and the Company’s Board of Directors
by Mr. David Camilleri (Chairman), Mr. Alexander Fenech (Executive Director) and Mr. Paul Camilleri (Director)
as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Report
and Accounts 2025.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
18
Consolidated Statement of Changes in Equity
The Group
Note Share capital Retained earnings Revaluation reserve Translation reserve Total
€€€€€
Balance at 1 January 2024 20,086,186 843,102 5,869,303 (4,198) 26,794,393
Comprehensive income
Profit for the year - 2,208,053 - - 2,208,053
Other comprehensive income for the year - - 10,980,568 - 10,980,568
Total comprehensive income for the financial year - 2,208,053 10,980,568 - 13,188,621
Movement for the year - - - (18,909) (18,909)
Transaction with owners
Dividends declared 10- (1,800,000) - - (1,800,000)
Balance at 31 December 2024 20,086,186 1,251,155 16,849,871 (23,107) 38,164,105
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
19
Consolidated Statement of Changes in Equity – continued
The Group
Note Share capital Retained earnings Revaluation reserve Translation reserve Total
€€€€€
Balance at 1 January 2025 20,086,186 1,251,155 16,849,871 (23,107) 38,164,105
Comprehensive income
Profit for the year - 4,037,198 - - 4,037,198
Total comprehensive income for the financial year - 4,037,198 - - 4,037,198
Movement for the year - - - 3,280 3,280
Transaction with owners
Dividends declared 10- (1,618,832) - - (1,618,832)
Balance at 31 December 2025 20,086,186 3,669,521 16,849,871 (19,827) 40,585,751
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
20
Consolidated Statement of Changes in Equity – continued
The Company
Note Share capital Retained earnings Total
€€€
Balance at 1 January 2024 20,086,186 - 20,086,186
Comprehensive income Total comprehensive income for the financial year - 1,800,000 1,800,000
Transactions with owners (1,800,000)
Dividends declared 10- (1,800,000)
Balance at 31 December 2024 20,086,186 - 20,086,186
20,086,186 - 20,086,186
Balance at 1 January 2025
Comprehensive income
Total comprehensive income for the financial year - 2,312,617 2,312,617
Transactions with owners
Dividends declared 10- (1,618,832) (1,618,832)
Balance at 31 December 2025 20,086,186 693,785 20,779,971
The accounting policies and explanatory notes on pages 23 to 79 form an integral part of the consolidated and
separate financial statements.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
21
Consolidated Statement of Cash Flows
Operating activitiesNotesYear ended 31 December
The Group 2025 The Group 2024 The Company The Company 2024
2025
€€€€
Cash generated from/(used in) operations288,202,463 7,637,116 (4,936) (120,875)
Tax paid27(512,587) (757,853) - -
Tax refund received 27 - 72,076 - -
Net cash generated from/(used in) operating activities7,689,876 6,951,339 (4,936) (120,875)
Investing activities
Net dividends received from subsidiaries - - 1,026,048 1,800,000
Interest received on bank balance 5 15,276 833 -
In-terest received on financial assets 5 110,000 145,000 -
Purchase of property, 12 (659,511) (1,083,602) -
plant and equipment
Proceeds from disposal of property, plant and equipment 127,000 9,600 -
Purchase of intangible assets11 (208,891) (4,571,861) -
Purchase of investment in financial assets (500,000) (303,972) -
Disposal of investment in
financial assets 1,000,054 303,918 -
Advances paid to subsidiary - - - (50,000)
Repayments received from subsidiary - - - 1,014,396
Repayments received from group undertakings - - 341,734 -
Net cash (used in)/generated from investing activities(116,072) (5,500,084) 1,367,782 2,764,396
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
22
Consolidated Statement of Cash Flows – continued
NotesYear ended 31 December
The Group 2025 The Group 2024 The Company 2025 The Company 2024
€€€€
Financing activities
Interest paid on debt (507,000) (507,000) (507,000)
securities in issue7 (507,000)
Interest paid on third party loans 7 (8,000) (8,000) - -
Interest paid on borrowings 7 (243,345) (291,848) - -
Dividends paid (1,026,048) (1,447,400) (1,026,048) (1,447,400).
Proceeds received from interest-bearing borrowings - 3,291,848 - -
Repayments made on interest-bearing borrowings (597,768) (672,312) - -
Payments made to ultimate parent companies (1,648,000)(655,251) (83,000) (393,905)
Advances received from ultimate parent companies1,200,00045,000 - -
Advances made to other related parties (18,114)- - -
Advances made to ultimate beneficial owners (14,520) (267,951) - -
Advances made to group undertakings - - (50,733) -
Principal payments of lease liabilities(1,315,394) (1,257,223) - -
Net cash used in financing activities(4,178,189) (1,770,137) (1,666,781) (2,348,305)
Effect of foreign exchange rate changes 31,079 (25,026) - -
Movement in cash and cash equivalents3,426,694 (343,908) (303,935) 295,216
Cash and cash equivalents at beginning of year 2,560,895 2,904,803 580,373 285,157
Cash and cash equivalents at end of year29 5,987,589 2,560,895 276,438 580,373
The accounting policies and explanatory notes on pages 23 to 79 form an integral part of the consolidated and
separate financial statements.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
23
Notes to the Financial Statements
1. Accounting policies
The principal material accounting policies adopted in the preparation of these consolidated and separate
financial statements are set out below. These policies have been consistently applied to all the years
presented, unless otherwise stated.
a. Basis of preparation
These consolidated and separate financial statements are prepared in accordance with International
Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) and comply with the
Companies Act (Cap.386). The Group consolidated financial statements comply with Article 4 of the EU
IAS Consolidated Regulation.
The consolidated and separate financial statements are prepared under the historical cost convention,
except for the revaluation of intangible assets and financial instruments that are measured at fair value
through profit or loss, as explained in the accounting policies below. Historical cost is generally based on
the fair value of the consideration given in exchange for goods and services.
The nature of the Group’s and its subsidiaries’ operations and its principal activities is to operate several
pharmacies in Malta and an aesthetic pharmacy in the United Kingdom. The nature of the Company’s
operations and its principal activities is to hold shares in subsidiary companies registered in Malta and
United Kingdom.
i. Critical accounting judgements and key sources of estimation and uncertainty
In preparing the consolidated and separate financial statements, the Board of Directors are required to
make judgements (other than those involving estimates) that has significance on the amounts recognised
and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not
readily apparent from other sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual results may differ from these
estimates.
The estimates and underlying assumptions are reviewed on a regular basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only that
period, or in the period of the revision and future periods if the revision affects both current and future
period.
In the opinion of the Board of Directors, the following are the areas involving a higher degree of judgement
or complexity, or areas where assumptions and estimates are significant to the financial statements.
Critical judgements in applying the Group’s and the Company’s accounting policies
The following are the critical judgements, apart from those involving estimations (which are presented
separately below), that the Board of Directors have made in the process of applying the Group’s and the
Company’s accounting policies and that have the most significant effect on the amounts recognised in
consolidated financial statements.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
24
1. Accounting policies – continued
a. Basis of preparation – continued
i. Critical accounting judgements and key sources of estimation and uncertainty – continued
Critical judgements in applying the Group’s and the Company’s accounting policies – continued
Fair value and impairment of intangible assets
The Group determines the fair value of its pharmacy licences using a market-based valuation approach,
which benchmarks recent acquisition transactions made. The methodology applies the transaction
multiples observed in these acquisitions, typically based on pre-takeover turnover, and adjusts them to
reflect the Group’s current turnover, to derive a market-consistent valuation.
The Group tests pharmacy licenses annually for impairment or more frequently if there are indications
that their value might be impaired. This assessment is a critical judgment as it depends on a number of
variables such as market conditions, regulatory changes and financial performance. The recoverable
amount of pharmacy licenses is determined as the higher of fair value less costs to sell, derived from
market trends, and value in use, which is based on discounted future cash flow projections.
Due to the inherent uncertainty in the underlying assumptions, the Group performs sensitivity analysis to
assess the impact of changes in key variables on the valuation of these intangible assets. If the carrying
value exceeds the recoverable amount, an impairment loss is recognised immediately in the statement of
profit or loss and other comprehensive income.
Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the
reporting date, that have a significant risk of causing a material adjustment to the carrying amount of
assets and liabilities within the next financial year, are described below.
Calculation of loss allowance
When measuring ECL the Group and the Company use reasonable and supportable forward-looking
information, which is based on assumptions for the future movement of different economic drivers and
how these drivers will affect each other. Loss given default is an estimate of the loss arising on default. It
is based on the difference between the contractual cash flows due and those that the lender would expect
to receive, taking into account cash flows from collateral and integral credit enhancements.
Probability of default constitutes a key input in measuring ECL. Probability of default is an estimate of the
likelihood of default over a given time horizon, the calculation of which includes historical data,
assumptions and expectations of future conditions.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
25
1. Accounting policies – continued
a. Basis of preparation – continued
i. Critical accounting judgements and key sources of estimation and uncertainty – continued
Key sources of estimation uncertainty – continued
Impairment of Goodwill
An impairment loss is recognised for the amount by which the asset's or cash-generating unit's carrying
amount exceeds its recoverable amount. To determine the recoverable amount, the Board of Directors
estimates expected future cash flows from each cash-generating unit and determines a suitable interest
rate in order to calculate the present value of those cash flows. In the process of measuring expected
future cash flows management makes assumptions about future operating results. These assumptions
relate to future events and circumstances. The actual results may vary and may cause significant
adjustments to the Group's assets within the next financial year.
In most cases, determining the applicable discount rate involves estimating the appropriate adjustment to
market risk and the appropriate adjustment to asset-specific risk factors.
ii. New and amended IFRS Standards that are effective for the current year
In 2025, the Group and the Company has applied a number of amendments to IFRS Accounting
Standards issued by the International Accounting Standards Board (IASB) that are mandatory for the
Group and the Company’s accounting period beginning on or after 1 January 2025. The adoption of these
revisions to the requirements of IFRSs as adopted by the EU did not result in changes to the Group and
the Company’s accounting policies impacting the financial performance and position.
Amendments to IAS
21 - The Effects of
Changes in Foreign
Exchange Rates
titled Lack of
Exchangeability
The Group and the Company has adopted the amendments to IAS 21 for the
first time in the current year.
The amendments specify how to assess whether a currency is exchangeable,
and how to determine the exchange rate when it is not.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
26
1. Accounting policies – continued
a. Basis of preparation – continued
iii. New and revised IFRS Standards in issue but not yet effective
At the date of authorisation of these consolidated and separate financial statements, the Group and the
Company has not applied the following new and revised IFRS Standards that have been issued but are
not yet effective had not yet been adopted by the EU:
Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of Financial Instruments
Annual Improvements to IFRS Standards – Volume 11 Accounting Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7, IFRS 9 Financial Instruments, IFRS 10 Consolidated Financial Statements, and IAS 7 Statement of Cash Flows
Amendments to IFRS 9 and IFRS 7 Contracts Electricity Referencing Nature-dependent
IFRS 18 Presentation Statements and Disclosures in Financial
IFRS 19 Subsidiaries Disclosures without Public Accountability:
The Board of Directors do not expect that the adoption of the Standards listed above will have a material
impact on the consolidated and seperate financial statements of the Group and the Company in future
years, except for the below.
IFRS 18 Presentation and Disclosures in Financial Statements
IFRS 18 replaces IAS 1, carrying forward many of the requirements in IAS 1 unchanged and
complementing them with new requirements. In addition, some IAS 1 paragraphs have been moved to
IAS 8 and IFRS 7. Furthermore, the IASB has made minor amendments to IAS 7 and IAS 33 Earnings
per Share.
IFRS 18 introduces new requirements to:
• present specified categories and defined subtotals in the statement of profit or loss
• provide disclosures on management-defined performance measures (MPMs) in the notes to the financial
statements
• improve aggregation and disaggregation.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
27
1. Accounting policies
a. Basis of preparation – continued
iii. New and revised IFRS Standards in issue but not yet effective - continued
IFRS 18 Presentation and Disclosures in Financial Statements - continued
An entity is required to apply IFRS 18 for annual reporting periods beginning on or after 1 January 2027,
with earlier application permitted. The amendments to IAS 7 and IAS 33, as well as the revised IAS 8 and
IFRS 7, become effective when an entity applies IFRS 18. IFRS 18 requires retrospective application with
specific transition provisions. Company anticipate that the application of these amendments may have an
impact on the Group's consolidated and Company’s separate financial statements in future periods.
b. Going concern
The Board of Directors have, at the time of approving the consolidated and separate financial statements,
a reasonable expectation that the Group and the Company have adequate resources to continue in
operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of
accounting in preparing these consolidated and separate financial statements.
c. Basis of consolidation
The Group’s consolidated financial statements consolidate those of the parent Company and all of its
subsidiaries and group undertakings as of 31 December each year. The subsidiaries and group
undertakings have a reporting date of 31 December. Control is achieved when the Company:
• has the power over the investee.
• is exposed, or has rights, to variable returns from its involvement with the investee.
• has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that
there are changes to one or more of the three elements of control listed above.
When the Company has less than a majority of the voting rights of an investee, it considers that it has
power over the investee when the voting rights are sufficient to give it the practical ability to direct the
relevant activities of the investee unilaterally. The Company considers all relevant facts and
circumstances in assessing whether or not the Company’s voting rights in an investee are sufficient to
give it power, including:
• the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the
other vote holders
• potential voting rights held by the Company, other vote holders or other parties
• rights arising from other contractual arrangements
• any additional facts and circumstances that indicate that the Company has, or does not have, the
current ability to direct the relevant activities at the time that decisions need to be made, including
voting patterns at previous shareholder’s meetings.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
28
1. Accounting policies – continued
c. Basis of consolidation – continued
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases
when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or
disposed of during the year are included in profit or loss from the date the Company gains control until
the date when the Company ceases to control the subsidiary.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the
accounting policies used in line with the Group’s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions
between the members of the Group are eliminated on consolidation.
Non-controlling interests in subsidiaries are identified separately from the Group’s equity therein. Those
interests of non-controlling shareholders that are present ownership interests entitling their holders to a
proportionate share of net assets upon liquidation may initially be measured at fair value or at the non-
controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets. The
choice of measurement is made on an acquisition-by-acquisition basis. Other non-controlling interests are
initially measured at fair value. Subsequent to acquisition, the carrying amount of non-controlling interests
is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent
changes in equity.
Profit or loss and each component of other comprehensive income are attributed to the owners of the
Company and to the non-controlling interests. Total comprehensive income of the subsidiaries is
attributed to the owners of the Company and to the non-controlling interests even if this results in the non-
controlling interests having a deficit balance.
Changes in the Company’s interests in subsidiaries that do not result in a loss of control are accounted
for as equity transactions. The carrying amount of the Company’s interests and the non-controlling
interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference
between the amount by which the noncontrolling interests are adjusted and the fair value of the
consideration paid or received is recognised directly in equity and attributed to the owners of the
Company.
When the Company loses control of a subsidiary, the gain or loss on disposal recognised in profit or loss
is calculated as the difference between (i) the aggregate of the fair value of the consideration received
and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including
goodwill), less liabilities of the subsidiary and any non-controlling interests. All amounts previously
recognised in other comprehensive income in relation to that subsidiary are accounted for as if the
Company had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit
or loss or transferred to another category of equity as required/permitted by applicable IFRS Accounting
Standards). The fair value of any investment retained in the former subsidiary at the date when control is
lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9 Financial
Instruments when applicable, or the cost on initial recognition of an investment in an associate or a joint
venture.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
29
1. Accounting policies – continued
d. Business combinations
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred
in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date
fair values of assets transferred by the Group, liabilities incurred by the Group to the former owners of the
acquiree and the equity interest issued by the group in exchange for control of the acquiree. Acquisition-
related costs are recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognised at their
fair value at the acquisition date, except that:
• deferred tax assets or liabilities and assets or liabilities related to employee benefit arrangements are
recognised and measured in accordance with IAS 12 and IAS 19 Employee Benefits respectively.
• liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-
based payment arrangements of the group entered into to replace share-based payment
arrangements of the acquiree are measured in accordance with IFRS 2 Share-based Payment at the
acquisition date (see below).
• assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current
Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-
controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in
the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and
the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable
assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of
any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in
the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.
When the consideration transferred by the Group in a business combination includes a contingent
consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and
included as part of the consideration transferred in a business combination. Changes in fair value of the
contingent consideration that qualify as measurement period adjustments are adjusted retrospectively,
with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that
arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year
from the acquisition date) about facts and circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify
as measurement period adjustments depends on how the contingent consideration is classified.
Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and
its subsequent settlement is accounted for within equity. Other contingent consideration is remeasured to
fair value at subsequent reporting dates with changes in fair value recognised in profit or loss.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
30
1. Accounting policies - continued
e. Goodwill
Goodwill is initially recognised and measured as set out above.
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment
testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-generating
units) expected to benefit from the synergies of the combination. Cash-generating units to which goodwill
has been allocated are tested for impairment annually, or more frequently when there is an indication that
the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying
amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill
allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of
each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.
On disposal of a cash-generating unit, the attributable amount of goodwill is included in the determination
of the profit or loss on disposal.
f. Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable for services provided
in the normal course of business, net of value-added tax and discounts, where applicable.
To determine whether to recognise revenue, the Group follows a 5-step process:
i. Identifying the contract with a customer
ii. Identifying the performance obligations
iii. Determining the transaction price
iv. Allocating the transaction price to the performance obligations
v. Recognising revenue when/as performance obligations are satisfied.
The Group and the Company recognise revenue from the following major sources:
i. Sale of pharmaceutical products and other related services - Revenue is measured at the fair value
of the consideration received or receivable. The Group generates revenue through a chain of retail
outlets selling pharmaceutical products and related services in Malta, as well as a pharmacy in the
United Kingdom that sells aesthetic pharmaceutical products directly to aestheticians. Revenue from
the sale of goods and services is recognized at the point in time when control of the product or service
is transferred to the customer.
Revenue generated from the Group’s retail outlets is recognized at the point of sale, as this is when
the customer obtains control of the goods or services.
Revenue from aesthetic pharmaceutical products is recognized upon delivery of the goods, in
accordance with agreed contractual terms. Payment for these transactions is due based on credit
terms agreed with customers, which typically range up to 30 days.
ii. Interest income – as it accrues, unless collectability is in doubt.
iii. Dividend income – when the shareholders’ right to receive payment is established.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
31
1. Accounting policies - continued
g. Foreign currencies
(i) Functional and presentation currency
Items included in the Group’s consolidated and the Company’s separate financial statements are
measured using the currency of the primary economic environment in which the entity operates. The Euro
is the Group’s and the Company’s functional and presentation currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency (Euro) using the exchange rates
prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year-end exchange rates of monetary assets
and liabilities denominated in foreign currencies are recognised in the consolidated and separate
statement of profit or loss and other comprehensive income
h. Intangible assets
Pharmacy licences
The Group holds the licences to operate the pharmacy outlets. The licences are initially measured at cost
and subsequently revalued biennial. Fair value is based on a market-based valuation methodology. This
valuation is based on acquisition transactions that are in progress or have been recently completed by
the Group, applying the acquisition price to pre-takeover turnover to the current year turnover to derive a
market-consistent valuation.
Licences have an indefinite useful life thus should not be amortised. An asset is considered as having an
indefinite useful life when, based on an analysis of all of the relevant factors, there is no foreseeable limit
to the period over which the asset is expected to generate net cash inflows for the entity. The useful life
should be reviewed each reporting period to determine whether events and circumstances continue to
support an indefinite useful life assessment for that asset. If they do not, the change in the useful life
assessment from indefinite to definite should be accounted for as a change in an accounting estimate.
After initial recognition, such licences are carried at revalued amount, being its fair value at the date of
revaluation less any subsequent accumulated impairment losses.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
32
1. Accounting policies – continued
h. Intangible assets - continued
Pharmacy licences – continued
If the carrying amount is increased as a result of a revaluation, the increase shall be recognised in other
comprehensive income and accumulated in equity under the heading of revaluation reserve. However, the
increase shall be recognised in profit or loss to the extent that it reverses a revaluation decrease of the
same asset previously recognised in profit of loss. If the carrying amount is decreased as a result of a
revaluation, the decrease shall be recognised in profit or loss. However, the decrease shall be recognised
in other comprehensive income to the extent of any credit balance in the revaluation surplus in respect of
that asset. The decrease recognised in other comprehensive income reduces the amount accumulated in
equity under the heading of revaluation surplus.
Website development
Expenditure on research activities is recognised as an expense in the period in which it is incurred. Website
development is an internally-generated intangible asset and is recognised if, and only if, all of the following
conditions have been demonstrated:
• the technical feasibility of completing the intangible asset so that it will be available for use or sale.
• the intention to complete the intangible asset and use or sell it.
• the ability to use or sell the intangible asset.
• how the intangible asset will generate probable future economic benefits.
• the availability of adequate technical, financial and other resources to complete the development and
to use or sell the intangible asset.
• the ability to measure reliably the expenditure attributable to the intangible asset during its
development.
The amount initially recognised for internally generated intangible assets is the sum of the expenditure
incurred from the date when the intangible asset first meets the recognition criteria listed above. Where
no internally generated intangible asset can be recognised, development expenditure is recognised in
profit or loss in the period in which it is incurred.
Subsequent to initial recognition, internally generated intangible assets are reported at cost less
accumulated amortisation and accumulated impairment losses, on the same basis as disclosed above
under Computer Software.
Computer software
Computer software is an intangible asset with finite useful lives that is acquired separately and is carried
at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on
a straight-line basis over their estimated useful lives of 4 years. The estimated useful life and amortisation
methods are reviewed at the end of each reporting period, with the effect of any changes in estimate being
accounted for on a prospective basis.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
33
1. Accounting policies – continued
h. Intangible assets – continued
Other intangible assets
Other intangible assets arise from acquiring rights over leased outlets when entering into a new lease
agreement. These intangible assets have a finite useful life, are acquired separately, and are measured
at cost, net of accumulated amortisation and impairment losses. Amortisation is applied on a straight-line
basis over the lease term, generally 10 years on the same basis as disclosed above under Computer
Software.
Trademarks
Trademarks are measured initially at purchase cost and are amortised on a straight line basis over their
estimated useful life of 10 years.
Derecognition of intangible assets
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from
use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the
difference between the net disposal proceeds and the carrying amount of the asset, are recognised in
profit or loss when the asset is derecognised.
Impairment
Where an indication of impairment exists, in that the carrying amount of an intangible asset is greater than
its estimated recoverable amount, a charge is made to write down the value of the asset to its estimated
recoverable amount (Accounting policy (l)).
i. Leases
The Group as lessee
The Group assesses whether a contract is, or contains, a lease, at inception of the contract. The Group
recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements
in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or
less) and leases of low value assets (such as tablets and personal computers, small items of office furniture
and telephones). For these leases, the Group recognises the lease payments as an operating expense on
a straight-line basis over the term of the lease unless another systematic basis is more representative of
the time pattern in which economic benefits from the leased assets are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily
determined, the Group uses its incremental borrowing rate of 5.5% for leased properties situated in Malta
and 10.5% for leased properties situated in the United Kingdom.
The incremental borrowing rate depends on the term, currency and start date of the lease and is
determined based on a series of inputs including: the risk-free rate based on government bond rates; a
country-specific risk adjustment; a credit risk adjustment based on bond yields; and an entity-specific
adjustment when the risk profile of the entity that enters into the lease is different to that of the Group and
the lease does not benefit from a guarantee from the Group.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
34
1. Accounting policies – continued
i. Leases – continued
The Group as lessee – continued
Lease payments included in the measurement of the lease liability comprise:
• fixed lease payments (including in-substance fixed payments), less any lease incentives receivable
• variable lease payments that depend on an index or rate, initially measured using the index or rate at
the commencement date
• payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to
terminate the lease
The lease liability is presented as a separate line in the consolidated statement of financial position.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the
lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease
payments made.
The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-
use asset) whenever:
• the lease term has changed or there is a significant event or change in circumstances resulting in a
change in the assessment of exercise of a purchase option, in which case the lease liability is
remeasured by discounting the revised lease payments using a revised discount rate
• the lease payments change due to changes in an index or rate or a change in expected payment under
a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised
lease payments using an unchanged discount rate (unless the lease payments change is due to a
change in a floating interest rate, in which case a revised discount rate is used)
• a lease contract is modified, and the lease modification is not accounted for as a separate lease, in
which case the lease liability is remeasured based on the lease term of the modified lease by
discounting the revised lease payments using a revised discount rate at the effective date of the
modification
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease
payments made at or before the commencement day, less any lease incentives received and any initial
direct costs. They are subsequently measured at cost less accumulated depreciation and impairment
losses.
Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the
site on which it is located or restore the underlying asset to the condition required by the terms and
conditions of the lease, a provision is recognised and measured under IAS 37. To the extent that the costs
relate to a right-of-use asset, the costs are included in the related right-of-use asset, unless those costs
are incurred to produce inventories.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
35
1 Accounting policies – continued
i. Leases – continued
The Group as lessee – continued
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the right-of-use
asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects
that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over
the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.
The right-of-use assets are presented as a separate line in the consolidated statement of financial position.
The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any
identified impairment loss as described in the ‘Property, plant and equipment’ policy.
Variable rents that do not depend on an index or rate are not included in the measurement the lease liability
and the right-of-use asset. The related payments are recognised as an expense in the period in which the
event or condition that triggers those payments occurs and are included in the line “Other expenses” in
profit or loss.
As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead
account for any lease and associated non-lease components as a single arrangement. The Group has not
used this practical expedient. For contracts that contain a lease component and one or more additional
lease or nuclease components, the Group allocates the consideration in the contract to each lease
component on the basis of the relative stand-alone price of the lease component and the aggregate stand-
alone price of the non-lease components.
j. Property, plant and equipment
Property, plant and equipment, comprising improvements to premises, computer equipment, furniture and
fittings, electrical installations, motor vehicle, plant and machinery and shop equipment are initially
recorded at cost and are subsequently stated at cost less depreciation. Historical cost includes
expenditure that is directly attributable to the acquisition of items.
Subsequent costs are included in the asset’s carrying amount, or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to the
Group, and the cost of the item can be measured reliably. All other repairs and maintenance are charged
to the statement of profit or loss and other comprehensive income during the financial period in which they
are incurred.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
36
1. Accounting policies – continued
j. Property, plant and equipment - continued
Depreciation is calculated on the straight-line method to allocate the cost of the assets to their residual
values over their estimated useful lives as follows:
• Computer equipment 33%
• Electrical installations 6.66%
• Furniture and fittings 10%
• Improvements to premises 1% – 25%
• Motor vehicle 20%
• Shop equipment 15%
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each
reporting period.
Gains and losses on disposal of property, plant and equipment are determined by comparing proceeds
with the carrying amount, and are taken into account in determining operating profit.
An asset’s carrying amount is written down immediately to its recoverable amount if its carrying amount is
greater than its estimated recoverable amount (Accounting policy (l)).
k. Investments in subsidiaries
In the Company’s separate financial statements, investments in subsidiaries are accounted for using the
cost method of accounting. The dividend income from such investments is included in the separate
statement of profit or loss and other comprehensive income in the accounting period in which the
Company’s rights to receive payment of any dividend is established. The Company gathers objective
evidence that an investment is not impaired. On disposal of an investment, the difference between the net
disposal proceeds and the carrying amount is charged or credited to the separate statement of profit or
loss and other comprehensive income.
l. Impairment of non-financial assets
At each reporting date, the Group and the Company reviews the carrying amounts of its property, plant
and equipment, goodwill 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 to determine the extent of the impairment loss (if any). Where the asset does not generate
cash flows that are independent from other assets, the Group and the Company estimates the recoverable
amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis
of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or
otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and
consistent allocation basis can be identified.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
37
1. Accounting policies – continued
l. Impairment of non-financial assets - continued
Recoverable amount is the higher of fair value less costs of disposal 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 and to the extent
that the impairment loss is greater than the related revaluation surplus, the excess impairment loss is
recognised in profit or loss.
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 to the extent that it eliminates the impairment loss which has been
recognised for the asset in prior years. Any increase in excess of this amount is treated as a revaluation
increase.
Intangible assets with an indefinite useful life are tested for impairment at least annually and whenever
there is an indication at the end of a reporting period that the asset may be impaired.
m. Inventories
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and,
where applicable, direct labour costs and those overheads that have been incurred in bringing the
inventories to their present location and condition. Cost is calculated using the weighted average cost
method. Net realisable value represents the estimated selling price less all estimated costs of completion
and costs to be incurred in marketing, selling and distribution.
n. Fair value measurement
The Group measures non-financial assets such as intangible assets at fair value and financial assets at
fair value through profit or loss at each consolidated statement of financial position date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The fair value measurement is based
on the presumption that the transaction to sell the asset or transfer liability takes place either:
- In the principal market for the asset or liability, or
- In the absence of a principal market, in the most advantageous market for the asset or liability.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
38
1. Accounting policies – continued
n. Fair value measurement - continued
The principal or the most advantageous market must be accessible by the Group. The fair value of an
asset or a liability is measured using the assumptions that market participants would use when pricing the
asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another market
participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient
data are available to measure fair value, maximising the use of relevant observable inputs and minimising
the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the consolidated and separate
financial statements are categorised within the fair value hierarchy, described as follows, based on the
lowest level input that is significant to the fair value measurement as a whole:
- Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities
- Level 2: Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable
- Level 3: Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.
For assets and liabilities that are recognised in the consolidated and separate financial statements at fair
value on a recurring basis, the Group and the Company determines whether transfers have occurred
between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is
significant to the fair value measurement as a whole) at the end of each reporting period.
o. Financial instruments
Financial assets and financial liabilities are recognised in the Group’s and the Company consolidated and
separate statement of financial position when the Group and the Company becomes a party to the
contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value, except for trade receivables
that do not have a significant financing component which are measured at transaction price. Transaction
costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities
(other than financial assets and financial liabilities at fair value through profit or loss) are added to or
deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial
recognition. Transaction costs directly attributable to the acquisition of financial assets or financial
liabilities at fair value through profit or loss are recognised immediately in profit or loss.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
39
1. Accounting policies – continued
o. Financial instruments - continued
i) Financial assets
• Initial recognition and measurement
Financial assets are classified, at initial recognition either at amortised cost, fair value through other
comprehensive income (“OCI”) or fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash
flow characteristics and the Group’s and Company’s business model for managing them. With the
exception of trade receivables that do not contain a significant financing component, or for which the Group
and the Company has applied the practical expedient, the Group and the Company initially measures a
financial asset at its fair value.
Trade and other receivables that do not contain a significant financing component or for which the Group
and the Company has applied the practical expedient are measured at the transaction price determined
under IFRS 15.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it
needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal
amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument
level.
The Group’s and the Company’s business model for managing financial assets refer to how it manages its
financial assets in order to generate cash flows. The business model determines whether cash flows will
result from collecting contractual cash flows, selling the financial assets, or both.
• Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
a) Financial assets at amortised cost;
b) Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt
instruments);
c) Financial assets designated at fair value through OCI with no recycling of cumulative gains
and losses upon derecognition (equity instruments); and
d) Financial assets at fair value through profit or loss
The Group holds financial assets at fair value through profit or loss and at amortised cost whilst the
Company holds financial assets at amortised cost.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
40
1. Accounting policies – continued
o. Financial instruments – continued
i) Financial assets – continued
• Subsequent measurement – continued
Financial assets at amortised cost
The Group and the Company measures financial assets at amortised cost if both of the following
conditions are met:
a) The financial asset is held within a business model with the objective to hold financial assets in order
to collect contractual cash flows; and
b) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
Financial assets at amortised cost are subsequently measured using the effective interest rate (“EIR”)
method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is
derecognised, modified or impaired. The effective interest method is a method of calculating the amortised
cost of a debt instrument and of allocating interest income over the relevant period.
The Group and the Company’s cash and cash equivalents, investment in financial assets, trade and other
receivables fall into this category of financial instrument.
For financial assets other than purchased or originated credit-impaired financial assets (i.e. assets that are
credit-impaired on initial recognition), the effective interest rate is the rate that exactly discounts estimated
future cash receipts (including all fees and points paid or received that form an integral part of the effective
interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through
the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying
amount of the debt instrument on initial recognition.
The amortised cost of a financial asset is the amount at which the financial asset is measured at initial
recognition minus the principal repayments, plus the cumulative amortisation using the effective interest
method of any difference between that initial amount and the maturity amount, adjusted for any loss
allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before
adjusting for any loss allowance.
Interest income is recognised using the effective interest method for debt instruments measured
subsequently at amortised cost. For financial assets other than purchased or originated credit-impaired
financial assets, interest income is calculated by applying effective interest rate to the gross carrying
amount of a financial asset.
Interest income is recognised in profit or loss and is included in the “finance income” line item (Note 5).
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
41
1. Accounting policies – continued
o. Financial instruments – continued
i) Financial assets – continued
• Subsequent measurement – continued
Financial assets at fair value through profit or loss
The Group and the Company measures financial assets fair value through profit or loss if there are no
contractual terms of the financial asset that give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding and they are not classified as
financial assets at fair value through OCI.
Financial assets at fair value through profit or loss are carried in the consolidated statement of financial
position at fair value with net changes in fair value recognised in the consolidated statement of profit or
loss.
• Derecognition
A financial asset is primarily derecognised when:
a) the rights to receive cash flows from the asset have expired; or
b) the Group and the Company has transferred its rights to receive cash flows from the asset, or has
assumed an obligation to pay the received cash flows in full without material delay to a third party
and either the Group and the Company has transferred substantially all the risks and rewards of the
asset or the Group and the Company has neither transferred nor retained substantially all the risks
and rewards of the asset, but has transferred control of the asset.
• Impairment
The Group and the Company recognises an allowance for expected credit losses (“ECLs”) for all debt
instruments not held at fair value through profit or loss. ECLs are based on the difference between the
contractual cash flows due in accordance with the contract and all the cash flows that the Group and the
Company expects to receive, discounted at an approximate of the original effective interest rate. The
expected cash flows will include cash flows from the sale of a collateral held or other credit enhancements
that are integral to the contractual terms.
For trade and other receivables, the Group and the Company applies a simplified approach in calculating
ECLs. Therefore, the Group and the Company does not track changes in credit risk, but instead recognises
a loss allowance based on lifetime ECLs at each reporting date. The Group and the Company has
established a provision matrix that is based on its historical credit loss experience, adjusted for forward-
looking factors specific to debtors and the economic environment.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
42
1. Accounting policies – continued
o. Financial instruments – continued
i) Financial assets – continued
• Impairment – continued
The Group and the Company considers a financial asset in default when contractual payments are ninety
(90) days past due. However, in certain cases, the Group and the Company may also consider a financial
asset to be in default when internal or external information indicates that the Group and the Company is
unlikely to receive the outstanding contractual amounts in full before taking into account any credit
enhancements held by the Group and the Company. A financial asset is written-off when there is no
reasonable expectation of recovering the contractual cash flows.
ii) Financial liabilities and equity
• Classification as debt or equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the
substance of the contractual arrangements and the definitions of a financial liability and an equity
instrument.
• Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after
deducting all of its liabilities. Equity instruments issued by the Group and the Company are recognised at
the proceeds received, net of direct issue costs.
Repurchase of the Group’s and the Company’s own equity instruments is recognised and deducted directly
in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the
Group’s and the Company’s own equity instruments.
• Financial liabilities
All financial liabilities are measured subsequently at amortised cost using the effective interest method.
However, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition
or when the continuing involvement approach applies, and financial guarantee contracts issued by the
Group and the Company, are measured in accordance with the specific accounting policies set out below.
Financial liabilities at amortised cost
Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii)
held-for-trading, or (iii) designated as at FVTPL, are measured subsequently at amortised cost using the
effective interest method.
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Annual Report and Consolidated Financial Statements - 31 December 2025
43
1. Accounting policies – continued
o. Financial instruments – continued
ii) Financial liabilities and equity – continued
• Financial liabilities – continued
• Financial liabilities at amortised cost – continued
Financial liabilities are classified, at initial recognition, as loans and borrowings, payables, or as derivatives
designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are
recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly
attributable transaction costs.
The effective interest method is a method of calculating the amortised cost of a financial liability and of
allocating interest expense over the relevant period. The effective interest rate is the rate that exactly
discounts estimated future cash payments (including all fees and points paid or received that form an
integral part of the effective interest rate, transaction costs and other premiums or discounts) through the
expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a
financial liability.
The Group’s and Company’s financial liabilities include debt securities in issue, borrowings and trade and
other payables.
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised
cost using the effective interest rate, the “EIR” method. Gains and losses are recognised in profit or loss
when the liabilities are derecognised as well as through the EIR amortisation process.
Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised
in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the
establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is
probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw
down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be
drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of
the facility to which it relates. The EIR amortisation is included as finance costs in the consolidated and
separate statement of profit or loss and other comprehensive income.
The Group and the Company derecognise financial liabilities when, and only when, the Group’s and the
Company’s obligations are discharged, cancelled or have expired. The difference between the carrying
amount of the financial liability derecognised and the consideration paid and payable is recognised in profit
or loss. When an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as the derecognition of the original liability and the recognition of a new liability. The
difference in the respective carrying amounts is recognised in the consolidated and separate statement of
profit or loss and other comprehensive income.
All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in the
consolidated and separate statement of profit or loss are included within ‘finance costs’.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
44
1. Accounting policies – continued
p. Cash and cash equivalents
In the consolidated and separate statement of financial position, cash and cash equivalents are comprised of
cash (i.e. cash on hand and on-demand deposits) and cash equivalents. Cash equivalents are short-term
(generally with original maturity of three months or less), highly liquid investments that are readily convertible
to a known amount of cash and which are subject to an insignificant risk of changes in value. Cash equivalents
are held for the purpose of meeting short-term cash commitments rather for investment or other purposes.
For the purposes of the consolidated and separate statement of cash flows, cash and cash equivalents
consist of cash and cash equivalents as defined above.
q. Current and deferred taxation
The tax expense for the period comprises current and deferred taxation.
Tax expense recognized in the consolidated statement of profit or loss comprises the sum of deferred tax
and current tax not recognised directly in equity.
Current tax is based on the taxable result for the year. The taxable result for the period differs from the
results as reported in profit or loss because it excludes items which hare non-assessable or disallowed
and it further excludes items that are taxable or deductible in other periods. Current tax also includes any
tax arising from dividends. It is calculated using the tax rates that have enacted or substantively enacted
by the end of the reporting period, and any adjustments in relation to the prior years.
Deferred taxation is provided using the liability method, for all temporary differences arising between the
tax bases of assets and liabilities and their carrying values for financial reporting purposes. Deferred
taxation is determined using tax rates (and laws) that have been enacted or substantially enacted by the
end of the reporting period and are expected to apply when the related deferred tax asset is realised, or
the deferred tax liability is settled. Deferred tax assets are recognised only to the extent that it is probable
that future taxable profits will be available against which the temporary differences can be utilised.
r. Share capital and dividends
Ordinary shares are classified as equity.
Dividend distribution to the Company’s shareholders is recognised as a liability in the Company’s financial
statements in the year in which the dividends are approved by the Company’s shareholders.
s. Employee benefits
The Group contribute towards the state pension in accordance with local legislation. The only obligation is
to make the required contributions. Costs are expensed in the year in which they are incurred.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
45
1. Accounting policies – continued
t. Provisions and contingent liabilities
Provisions are recognised when the Group and the Company has a present obligation (legal or
constructive) as a result of a past event, it is probable that the Group and the Company will be required to
settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the
present obligation at the reporting date, taking into account the risks and uncertainties surrounding the
obligation. Where a provision is measured using the cash flows estimated to settle the present obligation,
its carrying amount is the present value of those cash flows (when the effect of the time value of money is
material). When some or all of the economic benefits required to settle a provision are expected to be
recovered from a third party, a receivable is recognised as an asset if it is virtually certain that
reimbursement will be received and the amount of the receivable can be measured reliably.
u. Segment reporting
The Group determines and presents operating segments based on the information that internally is
provided to the Board of Directors, which is the Group’s chief operating decision-maker in accordance with
the requirements of IFRS 8, Operating Segments.
An operating segment is a component of the Group that engages in business activities from which it may
earn revenues and incur expenses, including revenues and expenses that relate to transactions with any
of the Group’s other components, and for which discrete financial information is available. The Board of
Directors reviews an operating segment’s operating results regularly to make decisions about resources
to be allocated to the segment and to assess its performance executing the function of the chief-operating
decision-maker.
The Board of Directors considers the Group to constitute one reporting segment as the activities are
subject to the same risks and returns.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
46
2. Revenue
The Group’s revenue is generated from the sales of pharmaceutical products generated in Malta and the
UK. These are split as follows:
2025 2024
€€
Revenue from retail sales 44,552,677 42,360,327
Revenue from wholesale sales 30,500,614 7,698,897
Total revenue 75,053,291 50,059,224
The timing of revenue recognition is all at a point in time.
3. Expenses by nature
The major items included within the consolidated and separate statement of profit or loss and other
comprehensive income are included below:
The Group 2025The Group 2024 The Company The Company
2025 2024
€€€€
Amortisation of intangible assets (Note 11) 163,999 127,957 - -
Auditor’s remuneration102,161 84,652 32,898 36,934
Cost of sales 54,466,745 33,883,748 - -
Directors’ remuneration166,355 176,174 59,100 54,000
Depreciation of property, plant and equipment (Note 12) 589,339565,725 - -
Depreciation of right-of-use assets (Note 14) 973,936 918,479 - -
Movement in expected credit losses (20,425) 109,602 - -
Staff costs (Note 4) 7,228,215 6,416,194 - -
Auditor’s fees
Fees charged, including any irrecoverable VAT, by the auditor for the services rendered during the financial
years ended 31 December 2025 and 2024 relate to the following:
The Group The Group The Company The Company
20252024 2025 2024
€€€€
Annual statutory audit 102,161 84,652 32,898 36,934
Other non – audit services 8,840 - - -
111,00184,652 32,898 36,934
The Company did not incur any other non-audit services fees during the year ended 31 December 2025
and 2024 from the Company’s auditors.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
47
4. Staff costs
The Group 2025The Group 2024 The Company 2025 The Company 2024
€€€€
Wages and salaries 6,798,644 6,154,609 - -
Social security costs 384,845 242,931 - -
Pension costs 44,726 18,654 -
Total staff costs 7,228,215 6,416,194 - -
Average number of full-time equivalents employed by the Group and the Company during the year:
The Group The Group The Company The Company
20252024 2025 2024
Operational 3425 - -
Administration 17 11- -
Selling and distribution 175 145 - -
226181- -
5. Finance income
The Group The Group The Company The Company
20252024 2025 2024
€€€€
Dividend receivable from subsidiaries - - 3,291,093 2,769,231
Interest receivable on amounts due
from subsidiary - - 482,165 489,374
Interest receivable on bank balances 15,276 833- -
Interest receivable on financial assets at amortised cost 110,000 145,000 - -
125,276 145,833 3,773,258 3,258,605
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
48
6. Other income
The Group The Group The Company The Company
20252024 2025 2024
€€€€
Other income 168,185 256,351 - -
Recharge of expenses - - 167,118 175,651
Profit on the disposal of property, plant and equipment 24,997 9,600 - -
Reimbursement of salaries 48022,028 - -
Net amount released following early termination of leases 15,396 56,003 - -
209,058 343,982 167,118 175,651
7. Finance costs
The Group The Group 2024 The Company The Company
2025 2025 2024
€€€€
Interest payable on debt security in issue 507,000 507,000 507,000
507,000
Amortisation of debt security in issue costs 27,820 27,820 27,820 27,820
Interest payable on bank loans 243,345 264,028 - -
Interest payable on other loans 8,000 8,000 - -
Interest on lease liability 660,452 619,451 - -
Other interest payable 11,472 7,072 - -
1,458,089 1,433,371 534,820 534,820
8. Earnings per share
Earnings per share is calculated by dividing the profit attributable to equity holders of the Group by the
weighted average number of ordinary shares in issue during the year.
The Company has no instruments or arrangements which give rise to potential ordinary shares and
accordingly diluted earnings per share is equivalent to basic earnings per share
2025 2024
€€
Profit attributable to equity holders 4,037,198 2,208,053
Number of shares in issue 20,086,186 20,086,186
Earnings per share 0.20 0.11
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
49
9. Income tax
The Group The Group 2024 The Company The Company
2025 2025 2024
€€€€
Current tax:
At 15% 16,500 125- -
At 25% 82,943 -
At 35% 1,733,741 759,118 945,470 969,231
Deferred tax charge for
the year (Note 25) 311,904 376,349 - -
2,145,088 1,135,592 945,470 969,231
The tax expense and the result of accounting profit multiplied by the statutory domestic income tax rate is
reconciled as follows:
The Group 2025 The Group 2024 The Company 2025 The Company 2024
€€€€
Profit before tax 6,182,286 3,343,645 3,258,087 2,769,231
Tax on accounting profit at 35%
thereon 2,163,800 1,170,276 1,140,330 969,231
Tax effect of: Net effect on right-of-use assets depreciation and lease liabilities finance charge -
106,260 73,404 -
Income not subject to tax (8,749) (29,041) (206,412) -
Income subject to reduced tax rates of tax (22,000) (167) - -
Non-allowable expenses 133,076 279,771 11,552 -
Allowance on amortisation of intellectual property - (735,000) - -
Movement in deferred tax 311,904 376,349 - -
Absorbed trading losses (512,754) - - -
Effect of different rates used (26,449) - - -
2,145,0881,135,592 945,470 969,231
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
50
9. Income tax – continued
In addition to the amount charged to profit or loss, the following amounts relating to deferred tax have been
recognised in consolidated other comprehensive income:
The Group The Group The Company The Company
2025 2024 2025 2024
€€€€
Items that will not be reclassified subsequently to profit or loss: Gains on revaluation of intangible assets (Note 25) - 5,912,613 - -
Total deferred tax recognised in other comprehensive income - 5,912,613 - -
10. Dividends
Company 2025 2024
€€
Ordinary shares
Interim dividend 1,026,048 1,800,000
Final dividend 592,784 -
1,618,832 1,800,000
Euro per share 0.08 0.09
During the year ended 31 December 2025, the Board of Directors proposed an interim and final gross
dividend totalling €2,490,511 (2024: €2,769,231). to the ordinary shareholders. These dividends are being
declared out of taxable profits resulting in a total net dividend to the ordinary shareholders of €1,618,832
(2024: €1,800,000) equivalent to €0.08 (2024: €0.09) per share.
11. Intangible assets
During the year ended 31 December 2025, no revaluation of the Group’s pharmacy licences was
performed. The licences were last revalued as at 31 December 2024, and the revaluation surplus arising
from that valuation is disclosed in Note 20
Amortisation charge of €163,999 (2024: €127,957) is included in administrative expenses.
Had the Group’s pharmacy licenses been measured at historical cost, their carrying amount would have
been €16,490,476 (2024: €16,490,476).
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
51
11. Intangible assets - continued
The Group Website Costs Pharmacy Licences Computer Software Trademarks Other Intangible asset Total
€€€€€€
At 1 January 2024
Cost 413,572 11,568,476 - - 67,418 12,049,466
Accumulated amortisation (257,163) - - - - (257,163)
Net revaluation surplus - 34,412,402 - - - 34,412,402
Net book amount 156,409 45,980,878 - - 67,418 46,204,705
Movements for the year ended 31 December 2024
Opening net book amount 156,409 45,980,878 - - 67,418 46,204,705
Transfer of cost from property, plant and equipment - - 146,952 - - 146,952
Transfer of accumulated depreciation from property, plant and equipment - - (34,163) - - (34,163)
Additions 96,240 4,922,000 53,621 - - 5,071,861
Amortisation charge (92,588) - (35,369) - - (127,957)
Revaluation for the year - 16,893,181 - - - 16,893,181
Closing net book amount 160,061 67,796,059 131,041 - 67,418 68,154,579
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
52
11. Intangible assets – continued
The Group Website Costs Pharmacy Licences Computer Software Trademarks Other Intangible asset Total
€€€€€€
At 31 December 2024
Cost 509,81216,490,476200,573- 67,41817,268,279
Accumulated amortisation (349,751)-(69,532)- -(419,283)
Net revaluation surplus -51,305,583-- -51,305,583
Net book amount160,06167,796,059131,041- 67,41868,154,579
Movements for the year ended 31 December 2025
Opening net book amount 160,06167,796,059131,041- 67,41868,154,579
Additions 60,168 - 137,744 10,979 - 208,891
Amortisation charge(79,678) - (84,321) - - (163,999)
Exchange differences - - (5,453) - - (5,453)
Closing net book amount 140,551 67,796,059 179,011 10,979 67,418 68,194,018
At 31 December 2025
Cost 569,980 16,490,476 338,317 10,979 67,418 17,477,170
Accumulated amortisation (429,429) - (153,853) - - (583,282)
Net revaluation surplus - 51,305,583 - - - 51,305,583
Exchange differences - - (5,453)- - (5,453)
Net book amount140,551 67,796,059 179,011 10,979 67,418 68,194,018
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
53
12. Property, plant and equipment
The Group
Improvements to premises Computer equipment Furniture & fittings Shop equipment Motor vehicle Electrical installations Plant & machinery Total
€€€ €€€€€
At 1 January 2024
Cost 1,263,829 784,260 2,001,924 932,966 19,555 482,879 180,186 5,665,599
Accumulated depreciation (81,345) (623,223) (1,167,272) (686,197) (19,555) (202,066) (47,740) (2,827,398)
Net book amount 1,182,484 161,037 834,652 246,769 - 280,813 132,446 2,838,201
Movements for year ended 31 December 2024
Opening net book amount 1,182,484 161,037 834,652 246,769 - 280,813 132,446 2,838,201
Additions 134,126 305,624 294,750 293,560 15,650 39,892 - 1,083,602
Disposals - - - - (19,555) - - (19,555)
Transfer to intangible assets at net book value - - - - - - (112,789) (112,789)
Reclassification to other classes - 8,521 10,412 724- - (19,657) -
Depreciation charge (37,707) (209,286) (165,057) (118,185) (3,130) (32,360) - (565,725)
Release of depreciation on disposal - - - - 19,555 - - 19,555
Write-off (150,000) - - - - - - (150,000)
Release of deprecation on write-off 1,500 - - - - - - 1,500
Closing net book amount 1,130,403 265,896 974,757 422,868 12,520 288,345 - 3,094,789
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
54
12. Property, plant and equipment – continued
The Group
Improvements to premises Computer equipment Furniture & fittings Shop equipment Motor vehicle Electrical installations Plant & machinery Total
€€€ €€€€€
At 31 December 2024
Cost 1,247,9551,106,278 2,311,231 1,228,809 15,650 522,771 - 6,432,694
Accumulated depreciation (117,552) (840,382) (1,336,474) (805,941) (3,130) (234,426) - (3,337,905)
Net book amount 1,130,403 265,896 974,757 422,868 12,520 288,345 - 3,094,789
Movements for year ended 31 December 2025
Opening net book amount 1,130,403 265,896 974,757 422,868 12,520 288,345 - 3,094,789
Additions 211,195 95,867 103,221 206,047- 43,182 - 659,512
Disposals - (129,000) - - - - - (129,000)
Depreciation charge (109,068) (133,738) (166,745) (145,307) (3,130)(31,351) - (589,339)
Release on depreciation on disposal - 26,997 - - - - - 26,997
Exchange differences (3,760)(18) (435) (1,768)- 20- (5,961)
Net book amount 1,228,770 126,004 910,798 481,840 9,390 300,196 - 3,056,998
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
55
12. Property, plant and equipment – continued
The Group
Improvements to premises Computer equipment Furniture & fittings Shop equipment Motor vehicle Electrical installations Plant & machinery Total
€€€ €€€€€
At 31 December 2025
Cost 1,459,150 1,073,145 2,414,452 1,434,856 15,650 565,953 - 6,963,206
Accumulated depreciation (226,620) (947,123) (1,503,219) (951,248) (6,260)(265,777) - (3,900,247)
Exchange differences (3,760)(18) (435) (1,768)- 20- (5,961)
Net book amount 1,228,770 126,004 910,798 481,840 9,390 300,196 - 3,056,998
Fully depreciated assets which were still in use at 31 December 2025 had a cost of €2,108,306 (2024: €1,902,192), on which depreciation otherwise chargeable would have
amounted to €392,392 (2024: €360,065).
Depreciation charge of €589,339 (2024: €565,725) is included in administrative expenses.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
56
13. Goodwill
The Group€
Movements for the year ended 31 December 2024
Opening/closing net book amount 3,945,451
At 31 December 2024
Net book amount 3,945,451
Movements for the year ended 31 December 2025
Opening/closing net book amount 3,945,451
At 31 December 2025
Net book amount 3,945,451
The recoverable amount of this cash generating unit is determined based on value in use calculations.
The key assumptions for the value-in-use calculations are those regarding the discount rates, growth
rates and expected changes to selling prices and direct costs during the period. The Board of Directors
estimates discount rates using pre-tax rates that reflect current market assessments of the time value
of money and the risks specific to the operations. The growth rates are based on industry growth
forecasts whilst changes in selling prices and direct costs are based on past practices and expectations
of future changes in the market.
The assessment of recoverability of the carrying amount of goodwill includes:
• Forecasted projected cash flows for the next 5 years and projection of terminal value using the
perpetuity method;
• Average growth rate of 2% (2024: 3.5%); and
• Use of 5.78% (pre-tax) (2024: 5.7% (pre-tax)) to discount the projected cash flows to net present
values.
Based on the above assessment, the Board of Directors expect the carrying amount of goodwill to be
recoverable and there is no impairment in the value of the goodwill.
The Group has conducted an analysis of the sensitivity of the impairment test to changes in the key
assumptions used to determine the recoverable amount for cash generated unit to which goodwill is
allocated. In the opinion of the Board of Directors, any reasonable possible change in the key
assumption on which the recoverable amount of goodwill is based would not cause the aggregate
carrying amount to exceed the aggregate recoverable amount of the related cash generating unit.
The Board of Directors has determined that the Group constitutes a single reporting segment based on
its activities. Therefore, the carrying amount of goodwill has been wholly allocated to this segment,
which is the only cash generating unit.
The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill
might be impaired.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
57
14. Right-of-use assets
The GroupBuildings €
Cost
At 1 January 202412,173,945
Additions 2,145,591
Disposals (871,201)
Effect on foreign exchange 4,495
At 31 December 2024 13,452,830
At 1 January 202513,452,830
Additions 1,261,180
Disposals (363,296)
Net effect on modification made 167,299
Effect on foreign exchange (4,876)
At 31 December 2025 14,513,137
Accumulated depreciation
At 1 January 20242,489,393
Depreciation charge 919,545
Release of depreciation upon disposal (295,656)
At 31 December 2024 3,113,282
At 1 January 20253,113,282
Depreciation charge 973,936
Release of depreciation upon disposal (331,116)
Net effect on modification made (58,005)
Effect on foreign exchange (1,828)
At 31 December 2025 3,696,269
Carrying amount
At 31 December 2024 10,339,548
At 31 December 2025 10,816,868
The Group leases immovable properties. The average lease term for local leases is 19 years (2024: 19 years)
while the average lease term for foreign leases is 10 years (2024:5 years).
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
58
14. Right-of-use assets – continued
Amounts recognised in profit and loss
2025 2024
€€
Depreciation expense on right-of-use assets (973,936) (918,479)
Interest expense on lease liabilities (660,452) (619,451)
Expense relating to leases of low value assets/short term leases (54,283) (36,700)
Expense related to variable lease payments not included in the measurement of lease liability (278,787) (244,866)
Net amount released following early termination of leases 15,396 56,003
Variable lease payments
Some of the property leases in which the Group is the lessee contain variable lease payment terms that
are linked to revenue generated from the leased property or depend on the change in the consumer
price index. The breakdown of lease payments for these retail outlets is as follows:
2025 2024
€€
Fixed payments 1,315,394 1,269,673
Variable payments 278,787 244,866
Total payments 1,594,181 1,514,539
Overall, the variable payments constitute up to 18% (2024: 16%) of the Group’s entire lease payments.
The Group expects this ratio to change in future years as the variable payments depend on sales,
consumer price index and consequently on the overall economic development over the next few years.
The total cash outflow for leases amount to €1,594,181 (2024: € 1,514,539).
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
59
15. Investments in subsidiaries
The Company 2025 2024
€€
Movements for the year ended 31 December
Opening net book amount 20,086,189 20,086,189
Additions 100-
Closing net book amount 20,086,289 20,086,189
At 31 December
Cost/net book amount 20,086,289 20,086,189
During 2025, the Company transferred its 100% investment in Brown’s Pharma Limited and Brown’s
Pharma IP Limited at a carrying amount of €14,663,241 to its wholly-owned subsidiary Brown’s Pharma
Retail Holdings Limited for Nil consideration as part of a group re-structuring exercise. (see Note 29 for
non-cash transactions).
The subsidiaries, all of which are unlisted, at 31 December are shown below:
Name Registered office Principal activities Percentage of shares held 2025 2024
Brown’s Pharma Limited Q3, Level 2, Unit 1, Quad Central, Triq L-Esportaturi, Central Business District, Birkirkara,CBD 1020 Operation of retail pharmacies - 100%
Brown’s Pharma IP Limited Q3, Level 2, Unit 1, Quad Central, Triq L-Esportaturi, Central Business District,Birkirkara,CBD 1020 Holding of the Group’s intellectual property - 100%
Brown’s Pharma Retail Holdings Limited (k/a JP Pharma Retail Holdings Limited) Q3, Level 2, Unit 1, Quad Central, Triq L-Esportaturi, Central Business District, Birkirkara,CBD 1020 Holding company 100%100%
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
60
15. Investments in subsidiaries – continued
Name Registered office Principal activities Percentage of shares held
2025 2024
Brown’s Pharma Suit 7, The Courtyard,
International Carmanhall Road, Sandyford, Holding company 100%-
Holdings Ltd Dublin, Ireland
66, Tanners Drive,
Mediva Pharma Blakelands, Milton Keynes, Operation of an aesthetic 100%100%
Limited Bucks, MK 14 5BP pharmacy
As at 31 December 2025 Brown’s Pharma Retail Holdings Limited also held 100% (2024: 100%) in
Brown’s Grognet Pharmacy Ltd., Brown’s Medical Plaza Ltd., Brown’s Pharmacy Fleur-de-Lys Ltd.,
Brown’s Pharmacy Hamrun Ltd., Brown’s Pharmacy Kalkara Ltd., Brown’s Pharmacy M1 Ltd., Brown’s
Pharmacy M2 Ltd., Brown’s Pharmacy Paola Ltd., Brown’s Pharmacy Pieta’ Ltd., Brown’s Pharmacy
Rahal Gdid Ltd., Brown’s Pharma Qormi Ltd., Brown’s Pharma St. Andrews Ltd., Brown’s Pharmacy
Sliema Ltd., Brown’s Pharmacy Zebbug Ltd., Brown’s Quad Pharmacy Ltd., Brown’s Victor Pharmacy
Ltd., Brown’s SM Pharmacy Ltd, JP Pharma B’Kara Limited, JP Pharma Iklin Limited, JP Pharma Naxxar
Limited, JP Pharma San Gwann Limited, JP Pharma St. Julians Limited, Brown’s San Bastjan Pharmacy
Ltd., Brown’s San Pawl Pharmacy Ltd., Brown’s Pinto Pharmacy Ltd. and Brown’s St Louis Pharmacy
Ltd.. The registered address of these companies is Q3, Level 2, Unit 1, Quad Central, Triq L-Esportaturi,
Central Business District, Birkirkara,CBD 1020, Malta.
Brown’s Pharma Retail Holdings Limited and its subsidiaries mentioned in the previous paragraph
prepared their financial statements under the Generally Accepted Accounting Principles for Small and
Medium Enterprises (GAPSME). Adjustments to align the accounting policies with IFRS as adopted by
the EU for consolidation purposes, were not necessary and there were no adjustments in the preparation
of these consolidated financial statements.
Mediva Pharma Limited prepares its financial statements under The Financial Reporting Standard
applicable in the UK and Republic of Ireland (FRS102). Adjustments to align the accounting policies with
IFRS as adopted by the EU for consolidation purposes, were not necessary and there were no
adjustments in the preparation of these financial statements.
Brown’s Pharma International Holdings Limited was incorporated on 9 October 2025 in Ireland as a
wholly owned subsidiary.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
61
16. Investments in financial assets
The Group
2025 2024
€€
Financial assets mandatorily measured at FVTPL Investment in equity instrument (Note i)
150,000 150,000
Financial assets measured at amortised cost
Redeemable notes (Note ii)- 1,000,054
Fixed term deposits (Note iii) 500,000 -
650,000 1,150,054
Total investments in financial assets 650,000 1,150,054
Notes
i) Equity instrument is unlisted and such investment is redeemable at par by 8 June 2026 or, at the
discretion of the Group, converted to 25% shares of ordinary share capital. Should the Group not convert
into shares, the Group is entitled to a dividend of 8% per annum from the date of issue. It is the Group’s
intention to convert such shares upon redemption to ordinary shares, hence classified as equity
instruments. The Group is not able to exercise significant influence over the investments as it does not
hold voting rights. As at year end, the carrying amount approximated to its fair value.
ii) In prior year, redeemable notes related to the allocation of €1,000,000 in Secured Senior Notes of a
securitisation cell company, which was secured, subject to an interest at 11% per annum and were
repayable by 11 December 2025. Upon maturity the Group received a nominal amount of €1,000,000
plus accrued interest of €110,000.
These notes were held by the Group within a business model whose objective was to collect their
contractual cash flows which are solely payments of principal and interest on the principal amount
outstanding. Hence, the notes were classified at amortised costs.
These notes were secured through a company guarantee over the assets of the subsidiary of the
securitisation cell company, pledge over the bank account of the securitisation cell company and a
pledge over the funding of such notes.
iii) The Group holds two fixed-term deposits, each of €250,000, with a local bank maturing on 2 July 2026
and 7 July 2026 respectively, bearing interest at 2.3% per annum payable at maturity, for a total carrying
amount of €500,000 measured at amortised cost with no impairment recognised; credit risk is minimal
given the bank's strong credit rating.
iv) The Group acquired a Senior Secured Note of €100,000 on 6 August 2025, issued by a US-registered
entity. The note was subsequently transferred to a related party at par value on 1 November 2025.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
62
17. Inventories
The Group 2025 The Group 2024 The Company 2025 The Company 2024
€€€€
Goods held for resale 4,476,632 4,094,812 - -
Goods in transit 76,307 92,493 - -
4,552,939 4,187,305 - -
18. Trade and other receivables
The Group 2025 The Group 2024 The Company The Company
2025 2024
€€€€
Non-current
Amounts due from subsidiary (Note iii) - - - 12,612,546
Amounts due from group undertakings (Note iii) - - 12,542,977 -
- - 12,542,977 12,612,546
Current
Trade receivables (Note i) 3,418,265 3,890,392 - -
Amounts due from other related parties (Note ii) 132,601 109,223 1,121 1,121
Amounts due from subsidiaries (Note ii) - - 1,319,575 150,245
Amounts due from group undertakings (Note ii) - - 200,978 -
Amounts due from ultimate parent company (Note:) 155,853 853- -
Other receivables 699,643 219,217 - -
Prepayments and accrued income 1,365,111 1,598,774 26,737 9,922
5,771,473 5,818,459 1,548,411 161,288
Notes:
i. Trade receivables disclosed above include amounts that are past due at the end of the reporting year
for which the Group has not recognised an allowance, and the amounts are still considered
recoverable. The majority of the sales of goods and services are made on a cash basis. The average
credit period on sales of goods and services made on credit is 90 days.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
63
18. Trade and other receivables - continued
20252024
€€
Age of receivables that are past due but not impaired
91 - 120 days 27,495 52,145
120 – 365 days 47718,921
365 days + 27,282 35,880
Total 55,254 106,946
Management has evaluated the past-due balances and determined that, despite their aging, these
balances are not considered impaired, as no significant credit risk has been identified. Consequently,
except for the below, no allowance for expected credit losses has been recognized in these consolidated
and separate financial statements.
Movement in allowance for Expected Credit Losses (ECL)
The following table presents the movement in the lifetime ECL allowance for trade receivables:
2025 2024
€€
Opening balance of loss allowance 109,602 -
Expected credit loss recognised during the year - 109,602
Recoveries (20,425) -
Exchange differences (5,083) -
Closing balance of loss allowance 84,094 109,602
The above movement in expected credit loss on trade receivables is included in administrative expenses
in the consolidated statement of profit or loss and other comprehensive income.
ii. Amounts due from group undertakings, subsidiaries and other related parties are unsecured, interest
free and are repayable on demand. No ECL allowance has been recognised. Management has
assessed the balances and determined that there has been no significant increase in credit risk.
.
iii. Amount due from group undertakings within the Group includes a portion of proceeds from the debt
security in issue that has been advanced by the Company in accordance with the provisions of the
prospectus as noted in Note 22. These amounts are unsecured, subject to interest at 3.9% payable
annually, and repayable in full on 1 June 2031 unless redeemed earlier in accordance with the
agreement. The lender may prepay all or part of the loan between 10 July 2027 and 8 July 2031.
Early prepayment occurring between 10 July 2027 and 31 December 2027 is subject to a premium
of 1.95% of the amount prepaid; prepayment between 1 January 2028 and 31 December 2028 is
subject to a premium of 0.975%; and from 1 January 2029 until maturity the loan is repayable at par.
Interest income recognised during the year amounted to €482,165 (2024: €489,374).
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
64
19. Share capital
The Group and the Company
2025 2024
€€
Authorised
14,662,916 Ordinary “A” shares of €1 each 14,662,916 14,662,916
5,423,270 Ordinary “B” shares of €1 each 5,423,270 5,423,270
20,086,186 20,086,186
Issued and fully paid
14,662,916 Ordinary “A” shares of €1 each 14,662,916 14,662,916
5,423,270 Ordinary “B” shares of €1 each 5,423,270 5,423,270
20,086,186 20,086,186
The Company’s authorised and issued share capital amounts to €14,662,916 Ordinary “A” shares of €1
each and €5,423,270 Ordinary “B” shares of €1 each. Class ‘A’ shareholders have the right to appoint
one (1) director who shall have two point five (2.5) votes each in meetings of the Board of Directors.
Class ‘A’ and ‘B’ shareholders shall, together, be entitled to appoint four (4) directors to the Board of the
Company who shall have one (1) vote each in Board meetings. Each holder of ‘B’ shares shall have the
right to appoint one (1) director to the Board of Directors of the Company who shall have one (1) vote
each in meetings of the Board of Directors. Except as otherwise provided, all ordinary shares,
irrespective of class, shall rank equally in all respects, including without limitation, equal participation in
profits distributed by the Company and equal rights upon distribution of the Company’s assets upon its
winding up. Each ordinary share shall entitle the holder to one (1) vote at each general meeting.
20. Revaluation reserve
The Group
The revaluation reserve comprises revaluation surpluses/(decreases) on intangible assets used in the
production and supply of goods and services, net of deferred tax. The revaluation reserve is not
available for distribution to the Company’s shareholders.
Items of consolidated other comprehensive income included in the revaluation reserve will not be
reclassified subsequently to profit or loss.
20252024
€€
Balance at 1 January 16,849,871 5,869,303
Revaluation gain on intangible assets (Note 11) - 16,893,181
Deferred tax liability arising on revaluation of intangible assets (Note 25) - (5,912,613)
Balance at 31 December 16,849,871 16,849,871
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
65
21. Retained earnings
The Group’s and the Company’s retained earnings represent accumulated losses or profits since
incorporation date. Dividends paid out of retained earnings during the year are disclosed in Note 10.
22. Translation reserve
This is a non-distributable reserve and is arising following the translation of group undertakings’ net
assets and liabilities to the Group’s functional currency. Translation of income and expenses are
translated at the closing exchange rate and the translation of income and expenses at the average
exchange rate for the year.
23. Interest-bearing borrowings
The Group 2025 The Group 2024 The Company The Company
2025 2024
€€€€
Unsecured borrowings at amortised
cost
Debt securities in issue (Note i) 12,847,022 12,819,194 12,847,022 12,819,194
Other loans (Note ii)100,000 100,000 - -
12,947,022 12,919,194 12,847,022 12,819,194
Secured borrowings at amortised cost
Bank loans (Note iii) 4,298,986 4,896,754 - -
Total borrowings 17,246,008 17,815,948 12,847,022 12,819,194
Non-current 16,617,884 17,285,874 12,847,022 12,819,194
Current 628,124 530,074 - -
17,246,008 17,815,948 12,847,022 12,819,194
Debt securities in issue
Note i):
By virtue of a prospectus dated 10 June 2021, Brown’s Pharma Holdings plc (the ‘Issuer’) issued
€13,000,000 unsecured bond with a nominal value of €100 each. The bonds have a coupon interest of
3.9% which is payable annually in arrears on 9 July of each year. The bonds are redeemable at par and
are due for redemption between 2027 and 2031, unless they are previously re-purchased and cancelled
or redeemed in the case of an early redemption or a partial conditional early redemption.
The bonds shall constitute the general, direct, unconditional, and unsecured obligations of the Issuer to
the Bondholders and shall at all times, rank pari passu, without any priority or preference among
themselves and with other outstanding and unsecured debt of the Issuer, present and future.
The bonds were admitted on the Official List of the Malta Stock Exchange on 15 July 2021. The quoted
market price as at 31 December 2025 for the bonds was €96.70 (2024: €99).
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
66
23. Interest-bearing borrowings – continued
Debt securities in issue - continued
As noted in Note 18, in accordance with the provisions of the prospectus, a portion of the proceeds from
the bond issue has been advanced by the Company to its group undertaking.
The bond is measured at the amount of the net proceeds adjusted for the amortisation of the difference
between the net proceeds and the redemption value of such bond, using the effective interest rate as
follows:
The Group and the Company
2025 2024
€€
Face value 13,000,000 13,000,000
Bond issue costs278,200 278,200
Accumulated amortisation (125,222) (97,370)
Unamortised bond issue costs 152,978 180,806
Closing carrying amount 12,847,022 12,819,194
-
-
-
-
Note ii):
Other loans are unsecured, bear interest at 8% per annum and are repayable by 1 January 2027.
Note iii):
Bank loans bear an interest at 2.9% over 3 months Euribor per annum (final effective rate of 4.95%) and
are repayable between March 2031 and March 2033. Such loans are secured through the following:
• General Hypothec of €5,440,000 (2024: €5,440,000) on Group’s present and/or future assets.
• First general hypothecary guarantee of €5,440,000 (2024: €5,440,000) over a related party’s present
and future assets.
• First special hypothecary guarantee of €5,440,000 (2024: €5,440,000) over properties owned by other
related party.
• Guarantee by other related party for the amount of €5,440,000 (2024: €5,440,000).
• Contracting undertaking to all terms and conditions entered in the lease agreement by the Group with
a third party on 25 November 2011.
• Personal guarantee by the Group’s ultimate beneficial owners.
• Pledge on insurance policy covering the buildings of all pharmacies owned by other related party.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
67
23. Interest-bearing borrowings
Note iii) – continued
Maturity of bank and other loans falling due after more than one year:
The Group 2025 The Group 2024 The Company 2025 The Company 2024
€€€€
Between 1 and 2 years 759,932 661,783 - -
Between 2 and 5 years2,187,158 1,895,144 - -
Over 5 years 823,772 1,909,753 - -
3,770,862 4,466,680 - - -
\\The Group 2025 The Group 2024 The Company The Company 2024
2025
% % % %
Bank loans 3.95-4.95 5.82 - -
Other loans 8 8 - -
-
Weighted average interest rates during the reporting year:
Note iv) As at 31 December 2025, one of the Group’s group undertakings had unutilised bank overdraft
of €250,000 (2024: €250,000) which is subject to interest rate at 2.90% over 3-month Euribor per annum
and secured as follows:
• First general hypothec for €100,000 on overdraft basis and €560,000 on loan basis over all the
Group’s present and future assets.
• First general hypothec guarantee for €100,000 on overdraft basis and €560,000 on loan basis over
the present and future assets of a related party.
• First special hypothec guarantee for €100,000 over properties held by other related party.
• Guarantee by other related party.
• Joint and several guarantee by two of the ultimate beneficial owners.
• Pledge over business insurance over Mosta and Qormi Pharmacy.
• Pledge over building insurance over property leased by other related party.
Covenants
The secured bank loans are subject to a financial covenant which is tested annually. The covenant
requires that one of the group undertaking’s Debt to EBITDA will not exceed 6. The current multiple of
the group undertaking is calculated as 4 (2024: 3). The group undertaking had complied with this
covenant in 2025 and 2024. Also, the group undertaking is subject to a non-financial covenant which
requires bank approval to pay dividend to its shareholder. It obtained such approval from the bank.
Other loans do not contain any covenants.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
68
24. Lease liabilities
The Group 2025 The Group The Company The Company
2024 2025 2024
€€€€
Maturity Analysis
Year 1 720,678 675,213 - -
Year 2 764,233 648,890 - -
Year 3 772,316 699,133 - -
Year 4 800,864 682,802 - -
Year 5 760,266 701,467 - -
Onwards 7,890,200 7,505,874 - -
11,708,557 10,913,379 - -
Analysed as:
Non-current10,987,878 10,238,166 - -
Current 720,679 675,213 - -
11,708,557 10,913,379 - -
The Group does not face a significant liquidity risk with regards to its lease liabilities. Lease liabilities
are monitored within the Group’s finance function.
25. Deferred taxation
Deferred income taxes are calculated on temporary differences under the liability method using a
principal tax rate of 35%. The movement on the deferred income tax account is as follows:
The Group 2025 The Group 2024 The Company 2025 The Company 2024
€€€€
At beginning of year (20,337,772) (14,054,927) --
Charge to consolidated profit or loss (Note 8) (311,904) (376,349) --
Charge to consolidated other comprehensive income (Note 9) - (5,912,613) --
Effect of foreign exchange (10,176) 6,117
At end of year (20,659,852) (20,337,772) --
Split as:
Deferred tax asset - 378,264 --
Deferred tax liability (20,659,852) (20,716,036) --
(20,659,852) (20,337,772) --
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
69
25. Deferred taxation - continued
Deferred tax is analysed as follows:
The Group The Group The Company The Company
2025 2024 2025 2024
€€€€
Fair value movement on intangible assets 18,515,939 18,515,939 --
Temporary difference on intangible assets 2,198,992 2,253,977 --
Excess of capital allowances over accumulated depreciation
(55,079) (53,880) --
Tax losses - (378,264) --
20,659,852 20,337,772 --
-
Except for net deferred tax liability attributed from fair value movement on intangible assets, the
movement of such deferred tax liabilities were credited/charged to profit or loss. Deferred tax liability
attributable from fair value movement on intangible assets was charged to other comprehensive income.
26. Trade and other payables
The Group 2025 The Group 2024 The Company The Company 2024
2025
€€€€
Current
Trade payables 7,249,849 9,357,374 1,770 4,248
Amounts due to ultimate beneficial owners (Note) 109,581 124,101 - -
Amounts due to ultimate parent companies (Note) 542,857 243,071 542,857 243,071
Amounts due to other related parties (Note)1,703,568 1,029,896 - -
Amounts due to subsidiary (Note)- - 100-
Other payables 991,058 554,800 - -
Accruals 944,035 805,685 282,395 287,697
11,540,948 12,114,927 827,122 535,016
Note:
Amounts due to other related parties, ultimate beneficial owners, subsidiary and ultimate parent
companies are unsecured, interest free and repayable on demand.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
70
27. Current taxation
Income tax payable/(receivable) is made up as follows:
The Group The Group 2024 The Company The Company
2025 2025 2024
€€€€
Balance at 1 January 95,051 174,409 - -
Current tax charge
for the year (Note 9) (1,833,184) (759,243) (945,470) (969,231)
Tax refund received - (72,076)
Provisional tax paid 485,911 757,728
Interest and penalties - (5,892)
Final withholding tax paid 16,500 125945,470 969,231
Exchange differences 1,502 -
(1,234,220) 95,051 - -
28. Cash generated from/(used in) operations
The Group 2025 The Group 2024 The Company 2025 The Company 2024
€€€€
Operating profit 7,515,098 4,631,183 19,649 45,446
Adjustments for:
Amortisation of intangible assets (Note 11) 163,999 127,957 - -
Depreciation of property, plant and equipment (Note 12) 589,339 565,725 - -
Depreciation of right-of-use assets (Note 14) 973,936 919,545 - -
Amount released following early (15,396) -
termination of leases (Note 6) (56,003) -
Write-off of property, plant and equipment (Note 12) - 148,500 - -
Profit on disposal of property, plant and equipment (Note 6) (24,997) (9,600) - -
Changes in working capital: (365,634) (642,438) - -
Inventories
Trade and other receivables 225,363 (244,658) (16,815) (172,308)
Trade and other payables (859,245) 2,196,905 (7,770) 5,987
Cash generated from/(used in) 8,202,463 7,637,116 (3,160) (120,875)
operations
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
71
29. Cash and cash equivalents
For the purposes of the consolidated and separate statement of cash flows, the cash and cash
equivalents at the end of the year comprise the following:
The Group The Group The Company The Company
2025 2024 2025 2024
€€€€
Cash and cash equivalents in the consolidated and separate statement of
financial position 5,986,389 2,559,695 276,438 580,373
Cash held at fiduciary company1,200 1,200 - -
5,987,589 2,560,895 276,438 580,373
During the year, the Group entered into the following significant non-cash transactions:
• Dividends declared but not paid in the current year amounting to €592,784 (2024: €352,600),
• Finance costs in relation to lease liability amounting to €660,452 (2024: €619,451),
• In 2024, the Group purchased a pharmacy licence from ultimate beneficial owners amounting to
€500,000.
During the year, the Company entered into the following significant non-cash transactions:
• Dividends declared but not paid in the current year amounting to €592,784 (2024: €352,600),
• Set-off balance between the ultimate parent companies and group undertakings amounting to
€210,000 (2024: €309,697)
• Dividend receivable declared but yet to be received amount to €1,712,558 (2024: €Nil), and
• Finance income in relation to amounts due to subsidiary amounting to €489,374 (2024: €489,374)
• During the year the Company transferred its 100% investment in Brown’s Pharma Limited and
Brown’s Pharma IP Limited to its wholly owned subsidiary, Brown’s Pharma Retail Holdings Ltd.for
Nil consideration. The carrying amount of investment in Brown’s Pharma Limited and Brown’s
Pharma IP Limited amounted to €14,662,041 and €1,200 respectively. This was reclassified to the
investment in Brown’s Pharma Retail Holdings Ltd with no gain or loss recognized.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
72
30. Related party transactions
Year end balances due from or to other related parties, subsidiaries, ultimate beneficial owners, ultimate
parent companies and group undertakings are disclosed in notes 18 and 26 to these consolidated and
separate financial statements. Other related parties consist of related parties other than the parent,
entities with joint control or significant influence over the Company, subsidiaries, and key management
personnel of the Company or its parent.
The Group and the Company also entered into related party transactions on an arm’s length basis with
related parties. Any transactions between the Group have been eliminated on consolidation.
The following transactions were carried out with related parties:
The Group 2025 The Group 2024 The Company 2025 The Company 2024
€€€€
(a) Rental expense
Other related party 459,950 471,161 -
(b) Purchase of stock Other related parties 5,841,300 2,959,164 - -
(c) Other income Group undertaking
- - 167,118 175,651
(d) Finance income
Subsidiary - - 3,291,093 2,769,231
Group undertaking - - 482,165 489,374
(e) Key management compensationDirectors’ remuneration166,355 176,174 59,100 54,000
Investments in subsidiaries are disclosed in Note 15 whilst key management personnel compensation,
consisting of directors’ remuneration, has been disclosed in Note 3. Dividends paid to ultimate parent
companies have been disclosed in Note 10.
No expenses have been recognised in the period for bad or doubtful debts in respect of amounts due
from other related parties, ultimate parent company and ultimate beneficial owners and there is no
provision for doubtful debts in respect of outstanding amounts due from these other related parties,
ultimate parent company and ultimate beneficial owners.
Except for guarantees mentioned in Note 32 to these consolidated and separate financial statements
there are no guarantees that have been given or received. The terms and conditions in respect of the
related parties’ balances do not specify the nature of the consideration to be provided in settlement.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
73
31. Financial risk management
Overview
The Group and the Company have an exposure to the following risks arising from the use of financial
instruments within its activities:
• Credit risk
• Liquidity risk
• Market risk
This note presents information about the Group’s and the Company’s exposure to each of the above risks,
policies and processes for measuring and managing risk, and the Group’s and the Company’s
management of capital. Further quantitative disclosures are included in these consolidated and separate
financial statements.
The responsibility for the management of risk is vested in the Board of Directors. Accordingly, it is the
Board of Directors who have the overall responsibility for establishing an appropriate risk management
framework.
Credit risk
Credit risk is the risk of financial loss to the Group and the Company if a counterparty to a financial
instrument fails to meet its contractual obligations and arises principally from the Group and the Company’s
trade and other receivables and cash and cash equivalents held at banks. The carrying amounts of
financial assets represent the maximum credit exposure.
The Group and the Company assesses the credit quality of its customers by taking into account their
financial standing, past experience, any payments made post reporting date and other factors, such as
bank references and the customers’ financial position.
Management is responsible for the quality of the Group’s and the Company’ credit portfolios and has
established credit processes involving delegated approval authorities and credit procedures, the objective
of which is to build and maintain assets of high quality.
The Group’s and the Company’s policy is to deal only with credit worthy counterparties. The credit terms
are generally 90 days. The Group regularly review the ageing analysis together with the credit limits per
customer.
Impairment of Trade and other receivables
The level of credit risk is minimum as the majority of the Group’s clients are paid in cash upon the delivery
of services or goods sold.
To measure expected credit losses, the Group has assessed the probability of default of trade and other
receivables. Management considers the probability of default from such assets to be immaterial. As a
result, the 12-month expected credit loss model calculation yielded an insignificant amount. Accordingly,
no loss allowance has been recognised by the Group, except for specific trade receivables where
impairment was identified.
Management continues to monitor credit risk exposure and considers that the carrying amount of trade
receivables, net of the ECL allowance, represents the best estimate of recoverable amounts.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
74
31. Financial risk management – continued
Credit risk – continued
Cash and cash equivalents and financial assets
The cash and cash equivalents held with banks as at 31 December 2025 and 2024 are callable on
demand and held with local financial institutions with high quality standing or rating. Also, financial assets
as at 31 December 2025 will mature in the next twelve months. Management considers the probability
of default from such banks and financial assets to be insignificant. Therefore, based on the above, no
loss allowance has been recognised by the Group and the Company.
Liquidity risk
Liquidity risk is the risk that the Group and the Company will not be able to meet its financial obligations as
they fall due. The Group’s and the Company’s approach to managing liquidity is to ensure, as far as
possible, that it will always have sufficient liquidity to meet its liabilities when due. Generally, the Group
and the Company ensures that it has sufficient cash on demand to meet expected operational expenditure,
including the servicing of financial obligations.
The table below analyses the Group and the Company’s financial liabilities into relevant maturity grouping
based on the remaining period at the end of the reporting year to the contractual maturity date. The
amounts disclosed in the table are the contractual undiscounted cash flows with respect to the debt
securities in issue.
The Group and the Company’s trade and other payables and current tax are due for repayment within one
year from the end of the reporting period.
The Group
As at Less than 1 year Between 1 and 2 years Between 2 and 5 years Over 5 years Contractual cashflows Carrying amount
31 December €
2025 €€€€€
Interest-
bearing 1,341,801 1,441,801 4,001,403 14,370,99321,155,998 17,246,008
borrowings
Trade and
other payables 11,540,948 - - - 11,540,948 11,540,948
Current tax 1,234,220 - - - 1,234,220 1,234,220
14,116,969 1,441,801 4,001,403 14,370,993 33,931,166 30,021,176
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
75
31. Financial risk management – continued
The Group - continued
As at Less than 1 yearBetween 1 and 2 years Between 2 and 5 years Over 5 years Contractual cashflows Carrying amount
31 December
2024 €€€€€€
Interest-22,730,743 17,815,948
bearing 1,308,259 1,308,259 4,024,778 16,089,447
borrowings
Trade and other - - - 12,114,927
payables 12,114,927 12,114,927
13,423,186 1,308,259 4,024,778 16,089,447 34,845,670 29,930,875
The Company
As at Less than 1 yearBetween 1 and 2 years Between 2 and 5 years Over 5 years Contractualcashflows Carrying amount
31 December
2025 €€€€€€
Interest-bearing
borrowings507,000 507,000 1,521,000 13,507,000 16,042,000 12,847,022
Trade and other
payables 827,122 - - - 827,122 827,122
1,334,122 507,000 1,521,000 13,507,000 16,869,122 13,674,144
As at Less than 1 year Between 1 and 2 years Between 2 and 5 years Over 5 years Contractual cashflows Carrying amount
31 December 2024 €€€€
€€
Interest-bearing borrowings
507,000 507,000 1,521,000 14,014,000 16,549,000 12,819,194
Trade and other payables
535,016 - - - 535,016 535,016
1,042,016 507,000 1,521,000 14,014,000 17,084,016 13,354,210
-
-
-
-
-
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
76
31. Financial risk management – continued
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates or interest rates,
will affect the fair value or future cash flows of a financial instrument. The objective of market risk is to
manage and control market risk exposures within acceptable parameters, while optimising the return on
risk. There have been no changes to the Group’s and the Company’s exposure to market risks or the
manner in which these risks are managed and measured.
i) Foreign exchange risk
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities
which are denominated in a currency that is not the respective Group’s functional currency. The Group
is exposed to foreign exchange risk arising from its operations in the United Kingdom, whose functional
currency is the British Pound (GBP). As a result, in 2025, the Group is exposed to fluctuations in the
GBP/EUR exchange rate. In 2024, the Group and the Company were not exposed to significant foreign
exchange risk arising from the Group and the Company’s financing transactions as assets and liabilities
were principally denominated in Euro. Accordingly, a sensitivity analysis for foreign exchange risk
disclosing how profit or loss and equity would have been affected by changes in foreign exchange rates
that were reasonably possible at the end of the reporting period was not deemed necessary.
Exposure to GBP foreign exchange risk
The carrying amounts of the Group’s denominated monetary assets and liabilities at the reporting date
were as follows:
2025
£
Assets2,036,322
Liabilities (2,740,815)
Net exposure (704,493)
-
-
Balances contractually denominated in EUR are excluded, as they do not give rise to GBP foreign
currency risk.
Foreign currency sensitivity analysis
A reasonably possible change of more or less than 10% in the GBP/EUR exchange rate at the reporting
date would have resulted in an effect on profit or loss of approximately €82,225 and an effect on equity
of approximately €22,065.
ii) Cash flow and fair value interest rate risk
The Group and the Company is exposed to interest rate risk because the Group and the Company
borrows funds at both fixed and floating interest rates. The risk is managed by the Group and the
Company by maintaining an appropriate mix between fixed and floating rate borrowings.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
77
31. Financial risk management – continued
Market risk – continued
iii) Cash flow and fair value interest rate risk - continued
The Group and the Company’s principal fixed-rate financial liability is the 3.9% unsecured bond. The
bond is measured at amortized cost and its contractual cash flows are not affected by movements in
market interest rates. However, changes in market rates do affect the fair value of the bond, as reflected
in its quoted market price on the Malta Stock Exchange as disclosed in Note 22.
The Group and the Company’s exposures to interest rates on financial assets and financial liabilities are
detailed in the liquidity risk management section of this note.
The Group is exposed to the following risk-free rates: EURIBOR.
The sensitivity analysis below has determined based on the exposure to interest rates for non-derivatives
instruments at the reporting date. For floating rate liabilities, the analysis is prepared assuming the amount
of liability outstanding at the reporting date was outstanding for the whole year. A 1 per cent increase or
decrease is used when reporting interest risk internally to the key management personnel and represents
management’s assessment of the reasonably possible change in interest rate.
If interest rate had been 1 per cent higher/lower and all other variables were held constant, the Company’s:
• net profit for the year ended 31 December 2024 would decrease/increase by €49,160 (2024:
decrease/increase by €45,366). This is mainly attributable to the Company’s exposure on its
variable rates borrowings.
The Company’s sensitivity to interest rates has increased during the current year mainly due increase in
borrowings subject to a variable rate of interest.
The interest received from debt measured at amortised costs has a fixed interest rate and therefore the
Group is not exposed to interest rate risks.
ii) Other price risks
The Group is exposed to equity price risks from equity investments.
Equity investments in unlisted entities (Note 16) are held for strategic purposes rather than trading
purposes. The Company does not actively trade these investments. Accordingly, a sensitivity analysis for
other price risks is not deemed necessary.
Capital management
The Group and the Company’s objective when managing capital are to safeguard its ability to continue as
a going concern and to maximise the return to stakeholders through the optimisation of the debt and equity
balance. The Group and the Company’s overall strategy remains unchanged from 2024. The capital
structure of the Group and the Company consist of net debt and equity of the Group and the Company.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
78
31. Financial risk management – continued
Capital management – continued
The capital structure of the Group and the Company consists of debt, which includes the interest-bearing
borrowings disclosed in Note 23 and lease liabilities disclosed in Note 24. Net debt is defined as debt after
deducting cash and cash equivalents as disclosed in Note 29. Equity includes all items presented within
equity in the consolidated and separate statement of financial position and further disclosed in Notes 19,
20, 21 and 22.
The Group and the Company is not subject to any externally imposed capital requirements.
The Group and the Company’s Board of Directors manage the capital structure and adjust in the light of
changes in economic conditions. The capital structure is reviewed on an ongoing basis. Based on the
recommendations of the Board of Directors, the Group and the Company balance its overall capital
structure through the payments of dividends, new share issues as well as the issue of new debt or the
redemption of existing debt.
Fair values
At 31 December 2025 and 2024 the carrying amounts of cash at bank, receivables, payables, accrued
expenses and short-term borrowings reflected in the financial statements are reasonable estimates of fair
value in view of the nature of these instruments or the relatively short period of time between the origination
of the instruments and their expected realisation. The fair values of loans and long-term borrowings are not
materially different from their carrying amounts.
32. Guarantees
One of the Group’s undertakings, Brown’s Pharma Limited, stands as a joint and several sureties with a
related party in favour of a local bank for the repayment of the loan facilities granted to the other related
party, its payment of interest accrued thereon and the faithful performance and observance of all the
obligations undertaken by the said other related party.
The Group has pledged term deposits amounting to €500,000 held with a local bank as securities for
borrowing facilities granted to a related parties.
33. Events after the reporting period
On 6 February 2026, the Company’s subsidiary, Brown’s Pharma International Holdings Limited
incorporated two new companies in Nicosia, Cyprus, O2HT Limited and BICO Limited. There were no other
adjusting or significant non-adjusting events that occurred between the end of the reporting year and at the
date of authorisation by the Board of Directors.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
79
34. Commitments
At the end of the reporting period, the Group had outstanding commitments arising from sponsorship
agreements, which falls due as follows:
2025 2024
€€
Not later than 1 year 20,000 20,000
Later than 1 year and not later than 5 years - 20,000
20,000 40,000
In 2024, the Group acquired a pharmacy licence from the ultimate beneficial owners. As part of the
agreement, the Group is committed to making a final payment of €1,720,000, which will become payable
upon the generation of annual revenue of €1,000,000 from the said pharmacy licence.
35. Statutory information
Brown’s Pharma Holdings plc is a public limited company and is registered in Malta.
As at 31 December 2025, the ownership of Brown’s Pharma Holdings plc is ultimately shared between
13i Limited, N&N Investments Limited, Elka Investments Limited and JLMX Investments Limited. The
ownership of such Company’s share capital and voting rights related to such holding are such that no
particular individual or identifiable group may be deemed to exercise control over the Company.
80
Independent Auditor’s Report
To the Members of BROWN’S PHARMA HOLDINGS PLC
Report on the Audit of the Consolidated and Separate Financial Statements
Opinion
We have audited the consolidated and separate financial statements of Brown’s Pharma Holdings plc (the
“Company”) and its subsidiaries (collectively the “Group”), set out on pages 15 to 79, which comprise the
consolidated and separate statement of financial position as at 31 December 2025, the consolidated and separate
statement of profit or loss and other comprehensive income, the consolidated and separate statement of changes
in equity and the consolidated and separate statement of cash flows for the year then ended, and notes to the
consolidated and separate financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated and separate financial statements give a true and fair view of the
financial position of the Group and the Company as at 31 December 2025, and of its financial performance for the
year then ended in accordance with International Financial Reporting Standards as adopted by the European Union
(EU IFRSs) and have been prepared in accordance with the requirements of the Companies Act (Cap. 386).
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated and
Separate Financial Statements section of our report. We are independent of the Group and the Company in
accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional
Accountants (IESBA Code), as applicable to audits of financial statement of public interest entities, together with
the ethical requirements that are relevant to our audit of the consolidated and separate financial statements of
public interest entities in Malta and in accordance with the Accountancy Profession (Code of Ethics for Warrant
Holders) Directive issued in terms of the Accountancy Profession Act (Cap. 281) in Malta. We have fulfilled our
other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the consolidated and separate financial statements of the current year. These matters were addressed in the
context of our audit of the consolidated and separate financial statements as a whole and in forming our opinion
thereon, and we do not provide a separate opinion on those matters.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the consolidated and
separate financial statements section of our report, including in relation to these matters. Accordingly, our audit
included the performance of procedures designed to respond to our assessment of the risks of material
misstatement of the consolidated and separate financial statements. The results of our audit procedures, including
the procedures performed to address the matters below, provide the basis of our audit opinion on the
accompanying consolidated and separate financial statements.
(i) Intangible assets – Pharmacy licences
Included in the Group's intangible assets are pharmacy licences measured at fair value, as further described in the
accounting policies 1h and Note 11 to the consolidated and separate financial statements. This represents 66% of
the total assets of the Group as at 31 December 2025.
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Independent Auditor’s Report – continued
Key Audit Matters – continued
(i) Intangible assets – Pharmacy licences - continued
This area was considered a key audit matter due to the significance of the balance and the judgement involved in
management’s impairment assessment. Although the licences are revalued every two years, with the most recent
valuation performed as at 31 December 2024, management is required to assess annually whether any indicators
of impairment exist and whether the carrying amount remains reasonable.
Our audit procedures included evaluating management’s impairment assessment for the year ended 31 December
2025, including assessing whether indicators of impairment existed, considering external market data and recent
transaction evidence, and evaluating management’s determination of fair value less costs to sell and recoverable
amount. We also assessed whether the assumptions used remained appropriate in light of current-year
performance and market conditions. Based on the evidence obtained, we found management’s assessment to be
reasonable.
(ii) Investments in subsidiaries
The Company holds investments in subsidiaries as further described in the accounting policies and Note 15 to the
separate financial statements. This represents 58% of the total assets of the Company as at 31 December 2025.
This was considered a key audit matter because the carrying amount is significant and the impairment assessment
depends on judgemental assumptions, including forecast growth rates, profit margins and the supporting value of
the underlying businesses and licences.
Our procedures included evaluating the methodology applied by management, assessing the reasonableness of
key assumptions used in the impairment assessment, and comparing forecast information to historical performance
and other supporting evidence. We also performed independent calculations of recoverable amounts and assessed
whether the net asset values of the underlying subsidiaries supported the carrying amount of the investments.
Based on the evidence obtained, we found management’s conclusion that no impairment was required to be
reasonable.
Other Information
The Board of Directors are responsible for the other information. The other information comprises the Directors’
Report and the corporate governance – statement of compliance. Our opinion on the consolidated and separate
financial statements does not cover this information, including the Directors' report and the corporate governance
– statement of compliance. In connection with our audit of the consolidated and separate financial statements, our
responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the consolidated and separate financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated.
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Independent Auditor’s Report – continued
Other Information - continued
With respect to the Directors’ Report, we also considered whether the Directors’ Report includes the disclosures
required by Article 177 of the Maltese Companies Act (Cap. 386). Based on the work we have performed, in our
opinion:
▪ the information given in the Directors’ report for the financial year for which the consolidated and separate
financial statements are prepared is consistent with the financial statements; and
▪ the Directors’ Report has been prepared in accordance with the Maltese Companies Act (Cap.386).
In addition, in light of the knowledge and understanding of the Group and the Company and its environment
obtained in the course of the audit, we are required to report if we have identified material misstatements in the
Directors’ Report. We have nothing to report in this regard.
With respect to the Corporate Governance – Statement of Compliance, the Capital Market Rules issued by the
Malta Listing Authority require the Board of Directors to prepare and include in the Annual Report, the Corporate
Governance - Statement of Compliance within Appendix 5.1 to Chapter 5 of the Capital Market Rules. The
Statement’s required minimum contents are determined by reference to Capital Market Rule 5.97. The Statement
provides explanation as to how the Group has complied with the provisions of the Code, presenting the extent to
which the Group has adopted the Code and the effective measures that the Board has taken to ensure compliance
throughout the accounting period with those Principles.
We are required to report on the Corporate Governance - Statement of Compliance by expressing an opinion as
to whether, in light of the knowledge and understanding of the Group and its environment obtained in the course
of the audit, we have identified any material misstatements with respect to the information referred to in Capital
Market Rules 5.97.4 and 5.97.5, giving an indication of the nature of any such misstatement.
We are also required to assess whether the Corporate Governance - Statement of Compliance includes all the
other information required to be presented as per Capital Market Rule 5.97.
We are not required to, and we do not consider whether the Board’s statements on internal control included in the
Corporate Governance - Statement of Compliance cover all risks and controls or form an opinion on the
effectiveness of the Group’s corporate governance procedures or its risk and control procedures.
In our opinion, the Corporate Governance - Statement of Compliance has been properly prepared in accordance
with the requirements of the Capital Market Rules issued by the Malta Listing Authority.
Responsibilities of the Board of Directors and the Audit Committee of the Financial Statements
The Board of Directors are responsible for the preparation of the consolidated and separate financial statements
that give a true and fair view in accordance with EU IFRSs, and for such internal control as the Board of Directors
determine is necessary to enable the preparation of consolidated and separate financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the consolidated and separate financial statements, the Board of Directors are responsible for
assessing the Group’s and 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 directors either intend to
liquidate the Group and the Company or to cease operations, or have no realistic alternative but to do so.
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Independent Auditor’s Report – continued
Responsibilities of the Board of Directors and the Audit Committee of the Financial Statements - continued
The Board of Directors have delegated the responsibility for overseeing the Group and the Company’s financial
reporting process to the Audit Committee.
Auditor’s Responsibilities for the Audit of the Consolidated and Separate Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated and separate financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs 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 consolidated and separate
financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
▪ Identify and assess the risks of material misstatement of the consolidated and separate financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.
▪ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Group’s and the Company’s internal control.
▪ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the directors.
▪ Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the Group’s and the Company’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the
related disclosures in the consolidated and separate financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date
of our auditor’s report. However, future events or conditions may cause the Group and the Company to cease
to continue as a going concern.
▪ Evaluate the overall presentation, structure and content of the consolidated and separate financial statements,
including the disclosures, and whether the consolidated and separate financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
▪ Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are responsible
for the direction, supervision and performance of the group audit. We remain solely responsible for our audit
opinion.
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Independent Auditor’s Report – continued
Auditor’s Responsibilities for the Audit of the Consolidated and Separate Financial Statements – continued
We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Audit Committee, we determine those matters that were of most
significance in the audit of the consolidated and separate financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
Report on compliance with the requirements of the European Single Electronic Format Regulatory Technical
Standard (the “ESEF RTS”), by reference to Capital Markets Rule 5.55.6
We have undertaken a reasonable assurance engagement in accordance with the requirements of Directive 6
issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281) - the Accountancy
Profession (European Single Electronic Format) Assurance Directive (the “ESEF Directive 6”) on the Annual
Financial Report of Brown’s Pharma Holdings plc. for the year ended 31 December 2025, entirely prepared in a
single electronic reporting format.
Responsibilities of the Board of Directors
The Board of Directors are responsible for the preparation of the Annual Financial Report, including the
consolidated financial statements and the relevant mark-up requirements therein, by reference to Capital Markets
Rule 5.56A, in accordance with the requirements of the ESEF RTS.
Our responsibilities
Our responsibility is to obtain reasonable assurance about whether the Annual Financial Report, including the
consolidated financial statements and the relevant electronic tagging therein, comply in all material respects with
the ESEF RTS based on the evidence we have obtained. We conducted our reasonable assurance engagement
in accordance with the requirements of ESEF Directive 6.
Our procedures included:
▪ Obtaining an understanding of the Group’s financial reporting process, including the preparation of the Annual
Financial Report, in accordance with the requirements of the ESEF RTS.
▪ Obtaining the Annual Financial Report and performing validations to determine whether the Annual Financial
Report has been prepared in accordance with the requirements of the technical specifications of the ESEF
RTS.
▪ Examining the information in the Annual Financial Report to determine whether all the required taggings therein
have been applied and whether, in all material respects, they are in accordance with the requirements of the
ESEF RTS.
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Independent Auditor’s Report – continued
Report on Other Legal and Regulatory Requirements – continued
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion
In our opinion, the Annual Financial Report for the year ended 31 December 2025 has been prepared, in all material
respects, in accordance with the requirements of the ESEF RTS.
Report on the Statement of Compliance with the Principles of Good Corporate Governance
The Capital Market Rules issued by the Malta Listing Authority (the “Capital Market Rules”) require the Board of
Directors to prepare and include in their Annual Report a Statement of Compliance providing an explanation of the
extent to which they have adopted the Code of Principles of Good Corporate Governance and the effective
measures that they have taken to ensure compliance throughout the accounting period with those Principles.
The Capital Market Rules also require us, as the auditor of the Group, to include a report on the Statement of
Compliance prepared by the Board of Directors.
We read the Corporate Governance - Statement of Compliance with the Code of Principles of Good Corporate
Governance and consider the implications for our report if we become aware of any apparent misstatements or
material inconsistencies with the consolidated financial statements included in the Annual Report. Our
responsibilities do not extend to considering whether this statement is consistent with any other information
included in the Annual Report.
Our responsibilities and opinion over the Corporate Governance - Statement of Compliance is disclosed the Other
Information section of our report.
Other reporting requirements
Under the Maltese Companies Act (Cap. 386) we are required to report to you if, in our opinion:
▪ We have not received all the information and explanations we require for our audit.
▪ Adequate accounting records have not been kept, or that returns adequate for our audit have not been
received from branches not visited by us.
▪ The consolidated and separate financial statements are not in agreement with the accounting records and
returns.
We have nothing to report to you in respect of these responsibilities.
Appointment
We were first appointed as auditors of the Group and the Company by the members of the Company on 17 January
2022. Our total period of uninterrupted engagement appointment is 5 calendar years. The Company became listed
on a regulated market on 15 July 2021.
Consistency of the audit report with the additional report to the Audit Committee
Our audit opinion is consistent with the additional report to the Audit Committee in accordance with the provisions
of Article 11 of the EU Audit Regulation No. 537/2014.
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Independent Auditor’s Report – continued
Non-audit services
To the best of our knowledge and belief, we declare that non-audit services that we have provided to the Group
and the Company are in accordance with the applicable law and regulations in Malta and we have not provided
non-audit services that are prohibited under Article 18A(1) of the Accountancy Profession Act, Cap. 281 of the
Laws of Malta were provided by us to the Group and the Company. We remain independent of the Group and the
Company as described in the Basis for Opinion section of our report. No other services besides statutory audit
services and services disclosed in the annual report and in the consolidated and separate financial statements
were provided by us to the Group and the Company and its controlled undertakings.
The non-audit services that we have provided to the Group, in the period from 1 January 2025 to 31 December
2025, are disclosed in Note 3 to the consolidated and separate financial statements.
Donatella Bondin
Director
For and on behalf of
NOUV Assurance Limited
Certified Public Accountants
NOUV
MRO Frank Galea Road
Zebbug ZBG 9019
Malta
29 April 2026