Company Registration Number: C95118
Annual Report and Consolidated Financial Statements
31 December 2024
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
Contents Pages
Directors’ Report 1 – 6
Corporate Governance - Statement of Compliance 7 – 11
Consolidated Statement of Profit or Loss and Other Comprehensive Income 12
Consolidated Statement of Financial Position 13 – 14
Consolidated Statement of Changes in Equity 15 – 17
Consolidated Statement of Cash Flows 18 – 19
Notes to the Consolidated Financial Statements 20 – 74
Independent Auditor’s Report 75 – 81
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
1
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 2024.
Principal activities
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 12.
In 2024, the Group’s revenue increased by 31% (2023: 16%) when compared to the previous financial year. This
growth was driven by the organic expansion of its existing retail operations, the acquisition and operation of three
new pharmacy licences, and a significant increase in revenue of Mediva Pharma Limited due to an expanding
customer base. Similarly, total operating expenditure rose by 32% (2023: 21%) to €45,772,023 (2023:
€34,565,805), in line with the corresponding increase in revenue.
The Group’s total assets increased to €99,723,542 (2023: €76,271,437), 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 2024, these
licences were valued at €67,863,477 (2023: €46,048,296) following the acquisition of four (2023: one) pharmacy
licences during the year, and the revaluation made by management at year end. This revaluation resulted in a
gain of €16,893,181 (2023: €Nil), which was recognised in the consolidated other comprehensive income. The
acquisition of the new pharmacy licenses was financed through bank loans, leading to an increase in total interest-
bearing borrowings from €15,196,404 in 2023 to €17,815,948 in 2024.
During the year ended 31 December 2024, the Company generated a profit before tax of €2,769,231 (2023:
€2,144,854). The increase was mainly due to an increase in dividends received during the year.
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.
As at 31 December 2024, the Board of Directors has proposed an interim gross dividend of €2,769,231 (2023:
€1,153,846) and no final gross dividend (2023: €1,059,105) to the ordinary shareholders. These dividends are
declared out of taxable profits resulting in a total net dividend to the ordinary shareholders of €1,800,000 (2023:
€1,370,321) equivalent to €0.09 (2023: €0.07) per share.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
2
Directors’ Report – continued
Events after the reporting date
As noted in Note 32 of these consolidated and separate financial statements, there were no other adjusting or
other significant non-adjusting events between the end of the reporting year and 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 2024 and as at the date
of this report are:
Mr. Alexander Fenech (Retail Director)
Mr. Benjamin Muscat (Chairman)
Mr. David Camilleri
Mr. Jean-Pierre Miceli
Mr. Joseph Caruana
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 2024
3
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 2024 are included in
the Annual Report 2024 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. 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 2024 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 2024
4
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 2024, 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 2024
5
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 2024, 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 Mr. 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 Board as a whole, including the Audit Committee members, considers the nature and extent of the risk
management framework and risk profile that is acceptable to the Board of Directors. The Audit Committee regularly
reviews the work carried out and ensures that risks are identified and mitigated in a timely manner so as not to
have any adverse impact on the Group and the Company.
The Group and the Company’s principal risks and uncertainties are included in Note 30 of these consolidated and
separate financial statements.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
6
Directors’ Report – continued
Auditor
The auditor, Equis 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 -Esp ortaturi, Central
Signed on behalf of the Group’s and the Company’s Board of Directors on 28 April 2025 by Mr. Benjamin Muscat
(Chairman), Mr. Alexander Fenech (Retail 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 2024.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
7
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 Retail Director, not only at
meetings of the Board but at regular intervals or when the need arises.
Chairperson and Chief Executive Officer
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 Company did not appoint any Chief Executive Officer, however, the day-to-day operations of the Group is
under the responsibility of the Retail Director.
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 and David Camilleri who was appointed on 1
st
August 2023. 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 (Retail Director)
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
8
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. Benjamin Muscat (Chairman)
Mr. David Camilleri
Mr. Joseph Caruana
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 Retail 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 2024
9
Corporate Governance - Statement of Compliance – continued
Directors' Attendance at Board Meetings – continued
The Board met formally four times during the year under review. The number of board meetings attended by
Directors for the year ended 31 December 2024 is as follows:
Member Attended
Mr. Alexander Fenech 4
Mr. Benjamin Muscat 4
Mr. David Camilleri 4
Mr. Joseph Caruana 4
Mr. Jean-Pierre Miceli 4
Mr. Mark Grech 4
Mr. Paul Camilleri 4
Mr. Robert Spiteri 3
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. Benjamin Muscat
Mr. Joseph Caruana (Chairman of the Audit Committee)
Mr. Mark Grech
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
10
Corporate Governance - Statement of Compliance – continued
Audit Committee – continued
Mr. Joseph Caruana graduated with a Bachelor of Mechanical Engineering (Hons.) in 1986 and obtained a
Master’s degree in Business Administration from Brunel University in 2000. An engineer by profession, Joseph
held various posts in several companies worldwide including Sulzer Escher-Wyss A.G., and Air Malta Co. Ltd. He
also acted as Operations Director and Deputy Chief Executive Officer at Toly Products and was a General Manager
in FXB Furniture Ltd., Marsovin Ltd., H.H. Ltd., and MGC Electronics Ltd. In 2005 he set up Inspectra Limited,
providing custom quality control inspections and sorting as well as calibration services to the Maltese industry.
Joseph acted as Chief Executive Officer of Mater Dei Hospital between 2011 and 2014 and currently is the joint-
owner and director of Omnigene Medical Technologies Ltd.
Mr. Benjamin Muscat is a Certified Public Accountant by profession (Fellow of the Association of Chartered and
Certified Accountants – ACCA) with a long career in finance and management at senior executive positions. He
has worked in various industry sectors including switchgear manufacturing, food production, beer and soft drink
brewing and production and bottling, international fast food franchising, hospitality and timeshare, construction and
real estate development, including marketing and selling luxury condominiums. In his capacity as Chief Executive
Officer of MIDI Plc, a Maltese listed company, Benjamin was key in the development of the Tigné Point Project.
Benjamin was also instrumental in the promotion of the re-generation of part of Malta’s historical Grand Harbour
including the development of a cruise ship porting facility locally known as the Valletta Waterfront project. He also
has extensive experience in raising project specific funding via banking facilities, third party investment, private
placements, and issue of equity and debt instruments through retail offers subsequently listed on the Malta Stock
Exchange. Today, Benjamin provides professional services as a freelance consultant and sits on the Board of
Directors of a number of listed companies, three on the MSE Main Market, namely, Merkanti Holdings plc,
Phoenicia Finance Company plc and the Company.
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 seven times during the year to 31 December 2024.
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 2024
11
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 €176,174 (2023: €193,841) in aggregate for services rendered to
the Group during 2024, whilst the Board of Directors of the Company received €54,000 (2023: €49,800) in
aggregate for services rendered to the Company during 2024.
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 28 April 2025 by Mr. Benjamin Muscat
(Chairman), Mr. Alexander Fenech (Retail 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 2024
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
12
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Year ended 31 December | |||||
The Group | The Group | The Company | The Company | ||
Notes | 2024 | 2023 | 2024 | 2023 | |
€ | € | € | € | ||
Revenue | 2 | - | - | ||
Cost of sales | 3 | ( | ( | - | - |
Gross profit | - | - | |||
Administrative expenses | 3 | ( | ( | (130,205) | (127,073) |
Selling and distribution expenses | 3 | ( | ( | - | - |
Other income | 6 | 175,651 | 88,257 | ||
Operating profit/(loss) | 45,446 | (38,816) | |||
Finance income | 5 | 3,258,605 | 2,718,490 | ||
Finance costs | 7 | ( | ( | (534,820) | (534,820) |
Profit before income tax | 2,769,231 | 2,144,854 | |||
Income tax | 8 | ( | ( | (969,231) | (774,533) |
Profit for the year – attributable to the owners of the Company | 1,800,000 | 1,370,321 | |||
Other comprehensive income | |||||
Items that will not be reclassified subsequently to profit or loss | |||||
Revaluation gain on intangible assets | 10 | - | - | ||
Deferred tax relating to items that will not be reclassified subsequently to profit or loss | 8 | ( | - | - | |
Other comprehensive income for the financial year, net of deferred tax | - | - | |||
Total comprehensive income for the financial year – attributable to the owners of the Company | 1,800,000 | 1,370,321 |
The accounting policies and explanatory notes on pages 20 to 74 form an integral part of the consolidated and
separate financial statements.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
13
Consolidated Statement of Financial Position
As at 31 December | |||||
The Group | The Group | The Company | The Company | ||
Notes | 2024 | 2023 | 2024 | 2023 | |
€ | € | € | € | ||
(restated) | |||||
ASSETS | |||||
Non-current assets | |||||
Intangible assets | 10 | - | - | ||
Goodwill | 12 | - | - | ||
Property, plant and equipment | 11 | - | - | ||
Right-of-use assets | 13 | - | - | ||
Investments in subsidiaries | 14 | 20,086,189 | 20,086,189 | ||
Trade and other receivables | 17 | 12,612,546 | 13,272,362 | ||
Investments in financial assets | 15 | - | - | ||
Deferred tax asset | 24 | - | - | ||
Total non-current assets | 32,698,735 | 33,358,551 | |||
Current assets | |||||
Investments in financial assets | 15 | - | - | ||
Inventories | 16 | - | - | ||
Trade and other receivables | 17 | 161,288 | 114,631 | ||
Current tax asset | 26 | - | - | ||
Cash and cash equivalents | 28 | 580,373 | 285,157 | ||
Total current assets | 741,661 | 399,788 | |||
Total assets | 33,440,396 | 33,758,339 |
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
14
Consolidated Statement of Financial Position – continued
As at 31 December | |||||
The Group | The Group | The Company | The Company | ||
Notes | 2024 | 2023 | 2024 | 2023 | |
€ | € | € | € | ||
(restated) | |||||
EQUITY AND LIABILITIES | |||||
Capital and reserves | |||||
Issued share capital | |||||
Retained earnings | 20 | - | - | ||
Revaluation reserve | 19 | - | - | ||
Translation reserve | 21 | ( | ( | - | - |
Total equity attributable to equity holders of the parent | 20,086,186 | 20,086,186 | |||
LIABILITIES | |||||
Non-current liabilities | |||||
Interest-bearing borrowings | 22 | 12,819,194 | 12,791,366 | ||
Deferred taxation | 24 | - | - | ||
Lease liabilities | 23 | - | - | ||
Total non-current liabilities | 12,819,194 | 12,791,366 | |||
Current liabilities | |||||
Interest-bearing borrowings | 22 | - | - | ||
Trade and other payables | 25 | 535,016 | 880,787 | ||
Lease liabilities | 23 | - | - | ||
Total current liabilities | 535,016 | 880,787 | |||
Total liabilities | 13,354,210 | 13,672,153 | |||
Total equity and liabilities | 33,440,396 | 33,758,339 |
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 2024 was 0.82918 (2023: 0.86905).
The accounting policies and explanatory notes on pages 20 to 74 form an integral part of the consolidated and
separate financial statements.
The consolidated and separate financial statements on pages 12 to 74 were approved and authorised for issue by
the Board of Directors on 28 April 2025 and signed on behalf of the Group’s and the Company’s Board of
Directors by Mr. Benjamin Muscat (Chairman), Mr. Alexander Fenech (Retail 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 2024.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
15
Consolidated Statement of Changes in Equity
The Group
Share | Retained | Revaluation | Translation | |||
Note | capital | earnings | reserve | reserve | Total | |
€ | € | € | € | € | ||
(restated) | ||||||
Balance at 1 January 2023 | ||||||
Effect of prior year error | 34 | ( | ( | |||
Balance at 1 January 2023 – as restated | ||||||
Transfer upon acquisition of new subsidiary | ( | ( | ||||
Comprehensive income | ||||||
Profit for the year | ||||||
Total comprehensive income for the financial year | ||||||
Movement for the year | ||||||
Transaction with owners | ||||||
Dividends declared | 9 | ( | ( | |||
Balance at 31 December 2023 | ( |
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
16
Consolidated Statement of Changes in Equity – continued
The Group
Share | Retained | Revaluation | Translation | |||
Note | capital | earnings | reserve | reserve | Total | |
€ | € | € | € | € | ||
Balance at 1 January 2024 | ( | |||||
Comprehensive income | ||||||
Profit for the year | ||||||
Other comprehensive income for the year | ||||||
Total comprehensive income for the financial year | ||||||
Movement for the year | ( | ( | ||||
Transaction with owners | ||||||
Dividends declared | 9 | ( | ( | |||
Balance at 31 December 2024 | ( |
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
17
Consolidated Statement of Changes in Equity – continued
The Company
Note
Share
Retained
capital
earnings
Total
€
€
€
Balance at 1 January 2023
20,086,186
-
20,086,186
Comprehensive income
Total comprehensive income
for the financial year
-
1,370,321
1,370,321
Transactions with owners
Dividends declared
9
-
(1,370,321)
(1,370,321)
Balance at 31 December 2023
20,086,186
-
20,086,186
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
Dividends declared
9
-
(1,800,000)
(1,800,000)
Balance at 31 December 2024
20,086,186
-
20,086,186
The accounting policies and explanatory notes on pages 20 to 74 form an integral part of the consolidated and
separate financial statements.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
18
Consolidated Statement of Cash Flows
Year ended 31 December | |||||
The Group | The Group | The Company | The Company | ||
Notes | 2024 | 2023 | 2024 | 2023 | |
Operating activities | € | € | € | € | |
Cash generated from/(used in) operations | 27 | (120,875) | (110,739) | ||
Tax paid | 26 | ( | ( | - | - |
Tax refund received | 26 | - | - | ||
Net cash generated from/(used in) operating activities | (120,875) | (110,739) | |||
Investing activities | |||||
Net dividends received from subsidiaries | - | - | 1,800,000 | 750,000 | |
Interest received on bank balance | 5 | - | - | ||
Interest received on financial assets | 5 | - | - | ||
Purchase of property, plant and equipment | 11 | ( | ( | - | - |
Proceeds from disposal of property, plant and equipment | - | - | |||
Purchase of intangible assets | 10 | ( | ( | - | - |
Purchase of investment in financial assets | ( | ( | - | - | |
Disposal of investment in financial assets | - | - | |||
Advances paid to subsidiary | - | - | (50,000) | (100,000) | |
Repayments received from subsidiary | - | - | 1,014,396 | 1,957,909 | |
Net cash (used in)/generated from investing activities | ( | ( | 2,764,396 | 2,607,909 |
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
19
Consolidated Statement of Cash Flows – continued
Year ended 31 December | |||||
The Group | The Group | The Company | The Company | ||
Notes | 2024 | 2023 | 2024 | 2023 | |
€ | € | € | € | ||
Financing activities | |||||
Interest paid on debt securities in issue | 7 | ( | ( | (507,000) | (507,000) |
Interest paid on third party loans | 7 | ( | ( | - | - |
Dividends paid | ( | ( | (1,447,400) | (676,250) | |
Proceeds received from interest-bearing borrowings | - | - | |||
Repayments made on interest-bearing borrowings | ( | ( | - | - | |
Repayments received from amounts held by Trustee | - | - | |||
Payments made to ultimate parent companies | ( | ( | (393,905) | (1,050,061) | |
Advances received from ultimate parent companies | - | - | |||
Advances made to other related parties | |||||
Repayments received from other related parties | - | - | |||
Advances made to ultimate beneficial owners | ( | ( | - | - | |
Repayments received from ultimate beneficial owners | - | - | |||
Principal payments of lease liabilities | ( | ( | - | - | |
Net cash used in financing activities | ( | ( | (2,348,305) | (2,235,632) | |
Effect of foreign exchange rate changes | ( | - | - | ||
Movement in cash and cash equivalents | ( | 295,216 | 261,538 | ||
Cash and cash equivalents at beginning of year | 285,157 | 23,619 | |||
Cash and cash equivalents acquired upon acquisition of subsidiary | - | - | |||
Cash and cash equivalents at end of year | 28 | 580,373 | 285,157 |
The accounting policies and explanatory notes on pages 20 to 74 form an integral part of the consolidated and
separate financial statements.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
20
Notes to the Financial Statements
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
21
1. Accounting policies – continued
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
22
1. Acc ounting policies – continued
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
23
1. Accounting policies – continued
a. Basis of preparation – continued
ii. New and amended IFRS Standards that are effective for the current year – continued
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
24
1. Accounting policies – continued
a. Basis of preparation – continued
iii. New and revised IFRS Standards in issue but not yet effective - continued
b. Going concern
c. Bas is of consolidation
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
25
1. Acc ounting policies – continued
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
26
1. Accounting policies – continued
c. Bas is of consolidation – continued
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
27
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
28
1 Accounting policies – continued
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
29
1. Accounting policies – continued
h. Intangible assets
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
30
1. Accounting policies – continued
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
31
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
32
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
33
1. Accounting policies – continued
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
34
1. Acc ounting policies – continued
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
35
1. Acc ounting policies – continued
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
36
1. Accounting policies – continued
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
37
1. Accounting policies – continued
o. Financial instruments – continued
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
38
1. Accounting policies – continued
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
39
1. Accounting policies – continued
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
40
1. Accounting policies – continued
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
41
1. Accounting policies – continued
o. Financial instruments – continued
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
42
1. Accounting policies – continued
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
43
2024 | 2023 | |
€ | € | |
Revenue from retail sales | 42,360,327 | 35,892,233 |
Revenue from wholesale sales | 7,698,897 | 2,451,234 |
Total revenue | 50,059,224 | 38,343,467 |
The Group | The Group | The Company | The Company | |
2024 | 2023 | 2024 | 2023 | |
€ | € | € | € | |
Amortisation of intangible assets (Note 10) | 127,957 | 93,093 | - | - |
Auditor’s remuneration | 84,652 | 68,890 | 36,934 | 35,105 |
Cost of sales | 33,883,748 | 24,703,481 | - | - |
Directors’ remuneration | 176,174 | 193,841 | 54,000 | 49,800 |
Depreciation of property, plant and equipment (Note 11) | 565,725 | 454,783 | - | - |
Depreciation of right-of-use assets (Note 13) | 919,545 | 790,727 | - | - |
Movement in expected credit losses | 109,602 | - | - | - |
Staff costs (Note 4) | 6,416,194 | 5,426,568 | - | - |
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
44
3. E xpenses by nature – continued
The Group | The Group | The Company | The Company | |
2024 | 2023 | 2024 | 2023 | |
€ | € | € | € | |
Cost of sales of pharmaceutical and similar goods or services | 33,671,593 | 24,493,802 | - | - |
Laser expenses | 210,659 | 175,206 | - | - |
Other | 1,496 | 34,473 | - | - |
33,883,748 | 24,703,481 | - | - |
The Group | The Group | The Company | The Company | |
2024 | 2023 | 2024 | 2023 | |
€ | € | € | € | |
Annual statutory auditors | 84,652 | 68,890 | 36,934 | 35,105 |
Tax compliance & advisory services | - | 6,591 | - | 354 |
Other non – audit services | - | 4,535 | - | 826 |
84,652 | 80,016 | 36,934 | 36,285 |
The Group | The Group | The Company | The Company | |
2024 | 2023 | 2024 | 2023 | |
€ | € | € | € | |
Wages and salaries | 6,154,609 | 5,213,016 | - | - |
Social security costs | 242,931 | 196,044 | - | - |
Pension costs | 18,654 | 17,508 | - | |
Total staff costs | 6,416,194 | 5,426,568 | - | - |
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
45
4. S taff costs – continued
The Group | The Group | The Company | The Company | |
2024 | 2023 | 2024 | 2023 | |
Operational | 145 | 134 | - | |
Administration | 11 | 17 | - | |
Selling and distribution | 25 | 7 | - | |
181 | 158 | - |
-
-
-
-
5. Fina nce income
The Group | The Group | The Company | The Company | |
2024 | 2023 | 2024 | 2023 | |
€ | € | € | € | |
Dividend receivable from investment in subsidiaries | - | - | 2,769,231 | 2,212,951 |
Interest receivable on amounts due from subsidiary | - | - | 489,374 | 505,539 |
Interest receivable on bank balances | 833 | 16,358 | - | - |
Interest receivable on investment in debt instruments | 145,000 | - | - | - |
145,833 | 16,358 | 3,258,605 | 2,718,490 |
6. Other income
The Group | The Group | The Company | The Company | |
2024 | 2023 | 2024 | 2023 | |
€ | € | € | € | |
Other income | 256,351 | 121,797 | - | - |
Recharge of expenses | - | - | 175,651 | 88,257 |
Profit on the disposal of property, plant and equipment | 9,600 | - | - | - |
Reimbursement of salaries | 22,028 | 8,021 | - | - |
Amount released following early termination of leases | 56,003 | 6,086 | - | - |
Write-off of other payables | - | 113,805 | - | - |
343,982 | 249,709 | 175,651 | 88,257 |
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
46
7. Finance costs
The Group | The Group | The Company | The Company | |
2024 | 2023 | 2024 | 2023 | |
€ | € | € | € | |
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 | 264,028 | 116,652 | - | - |
Interest payable on other loans | 8,000 | 8,000 | - | - |
Interest on lease liability | 619,451 | 554,647 | - | - |
Other interest payable | 7,072 | - | - | - |
1,433,371 | 1,214,119 | 534,820 | 534,820 |
8. Income tax
The Group | The Group | The Company | The Company | |
2024 | 2023 | 2024 | 2023 | |
€ | € | € | € | |
Current tax: | ||||
At 15% | 125 | 2,454 | - | - |
At 35% | 759,118 | 484,709 | 969,231 | 774,533 |
Deferred tax charge for the year (Note 24) | 376,349 | 771,731 | - | - |
1,135,592 | 1,258,894 | 969,231 | 774,533 |
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
47
8. Inc ome tax – continued
The Group | The Group | The Company | The Company | |
2024 | 2023 | 2024 | 2023 | |
€ | € | € | € | |
Profit before tax | 3,343,645 | 2,829,610 | 2,769,231 | 2,144,854 |
Tax on accounting profit at 35% thereon | 1,170,276 | 990,364 | 969,231 | 750,699 |
Tax effect of: | ||||
Net effect on right-of-use assets depreciation and lease liabilities finance charge | 73,404 | 91,519 | - | - |
Income not subject to tax | (29,041) | (39,832) | - | (207,829) |
Income subject to reduced tax rates of tax | (167) | (3,272) | - | - |
Non-allowable expenses | 279,771 | 183,384 | - | 231,663 |
Allowance on amortisation of intellectual property | (735,000) | (735,000) | - | - |
Movement in deferred tax | 376,349 | 771,731 | - | - |
1,135,592 | 1,258,894 | 969,231 | 774,533 |
The Group | The Group | The Company | The Company | |
2024 | 2023 | 2024 | 2023 | |
€ | € | € | € | |
Items that will not be reclassified subsequently to profit or loss: | ||||
Gains on revaluation of intangible assets (Note 24) | 5,912,613 | - | - | - |
Total deferred tax recognised in other comprehensive income | 5,912,613 | - | - | - |
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
48
9. Dividends
The Group and the Company | 2024 | 2023 |
€ | € | |
Ordinary shares | ||
Interim dividend | 1,800,000 | 750,000 |
Final dividend | - | 620,321 |
1,800,000 | 1,370,321 | |
Euro per share | 0.09 | 0.07 |
10. Intangible assets
Website | Pharmacy | Computer | Other | ||
The Group | Costs | Licences | software | Intangible asset | Total |
€ | € | € | € | € | |
At 1 January 2023 | |||||
Cost | 316,932 | 10,053,476 | - | 67,418 | 10,437,826 |
Accumulated amortisation | (164,070) | - | - | - | (164,070) |
Net revaluation surplus as restated | - | 34,412,402 | - | - | 34,412,402 |
Net book amount as restated | 152,862 | 44,465,878 | - | 67,418 | 44,686,158 |
Movements for the year ended 31 December 2023 | |||||
Opening net book amount | 152,862 | 44,465,878 | - | 67,418 | 44,686,158 |
Additions | 96,640 | 1,515,000 | - | - | 1,611,640 |
Amortisation charge | (93,093) | - | - | - | (93,093) |
Closing net book amount | 156,409 | 45,980,878 | - | 67,418 | 46,204,705 |
At 31 December 2023 | |||||
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 |
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
49
10. Intangible assets - co ntinued
Website | Pharmacy | Computer | Other | ||
The Group | Costs | Licences | software | Intangible asset | Total |
€ | € | € | € | € | |
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 |
At 31 December 2024 | |||||
Cost | 509,812 | 16,490,476 | 200,573 | 67,418 | 17,268,279 |
Accumulated amortisation | (349,751) | - | (69,532) | - | (419,283) |
Net revaluation surplus | - | 51,305,583 | - | - | 51,305,583 |
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
50
11. Property, plant and equipment
The Group
Improvements | Computer | Furniture & | Shop | Motor | Electrical | Plant & | ||
to premises | equipment | fittings | equipment | vehicle | installations | machinery | Total | |
€ | € | € | € | € | € | € | € | |
At 1 January 2023 | ||||||||
Cost | 947,941 | 624,879 | 1,907,748 | 908,253 | 19,555 | 467,527 | - | 4,875,903 |
Accumulated depreciation | (61,448) | (494,459) | (1,021,474) | (585,302) | (19,555) | (171,382) | - | (2,353,620) |
Net book amount | 886,493 | 130,420 | 886,274 | 322,951 | - | 296,145 | - | 2,522,283 |
Movements for year ended 31 December 2023 | ||||||||
Opening net book amount | 886,493 | 130,420 | 886,274 | 322,951 | - | 296,145 | - | 2,522,283 |
Acquired upon acquisition of subsidiary at net book value | - | - | - | - | - | - | 58,491 | 58,491 |
Additions | 315,888 | 159,381 | 94,176 | 24,713 | - | 15,352 | 102,700 | 712,210 |
Depreciation charge | (19,897) | (128,764) | (145,798) | (100,895) | - | (30,684) | (28,745) | (454,783) |
Closing net book amount | 1,182,484 | 161,037 | 834,652 | 246,769 | - | 280,813 | 132,446 | 2,838,201 |
At 31 December 2023 | ||||||||
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 |
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
51
11. Property, plant and equipment – continued
The Group
Improvements | Computer | Furniture & | Shop | Motor | Electrical | Plant & | ||
to premises | equipment | fittings | equipment | vehicle | installations | machinery | Total | |
€ | € | € | € | € | € | € | € | |
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
52
11. Property, plant and equipment – continued
The Group
Improvements | Computer | Furniture & | Shop | Motor | Electrical | Plant & | ||
to premises | equipment | fittings | equipment | vehicle | installations | machinery | Total | |
€ | € | € | € | € | € | € | € | |
At 31 December 2024 | ||||||||
Cost | 1,247,955 | 1,106,278 | 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 |
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
53
12. Goodwill
The Group | |
€ | |
Movements for the year ended 31 December 2023 | |
Opening/closing net book amount as restated | 3,945,451 |
At 31 December 2023 | |
Net book amount as restated | 3,945,451 |
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 |
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
54
13. Right- of -use assets
The Group | Buildings |
€ | |
Cost | |
At 1 January 2023 | 11,629,987 |
Additions | 664,901 |
Disposals | (120,943) |
At 31 December 2023 | 12,173,945 |
At 1 January 2024 | 12,173,945 |
Additions | 2,145,591 |
Disposals | (871,201) |
Effect on foreign exchange | 4,495 |
At 31 December 2024 | 13,452,830 |
Accumulated depreciation | |
At 1 January 2023 | 1,749,591 |
Depreciation charge | 790,727 |
Release of depreciation upon disposal | (50,925) |
At 31 December 2023 | 2,489,393 |
At 1 January 2024 | 2,489,393 |
Depreciation charge | 919,545 |
Release of depreciation upon disposal | (295,656) |
At 31 December 2024 | 3,113,282 |
Carrying amount | |
At 31 December 2023 | 9,684,552 |
At 31 December 2024 | 10,339,548 |
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
55
13. Right- of -use assets – continued
2024 | 2023 | |
€ | € | |
Depreciation expense on right-of-use assets | (919,545) | (790,727) |
Interest expense on lease liabilities | (619,451) | (554,647) |
Expense relating to leases of low value assets/lease of less than one year | (36,700) | (8,792) |
Expense related to variable lease payments not included in the measurement of lease liability | (244,866) | (223,363) |
Net release of right-of-use assets and lease liabilities upon disposal | 56,003 | 6,086 |
2024 | 2023 | |
€ | € | |
Fixed payments | 1,269,673 | 1,075,773 |
Variable payments | 244,866 | 223,363 |
Total payments | 1,514,539 | 1,299,136 |
14. Investments in subsidiaries
The Company | 2024 | 2023 |
€ | € | |
Movements for the year ended 31 December | ||
Opening net book amount | 20,086,189 | 20,086,188 |
Additions | - | 1 |
Closing net book amount | 20,086,189 | 20,086,189 |
At 31 December | ||
Cost/net book amount | 20,086,189 | 20,086,189 |
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
56
14. Investments in subsidiaries – continued
Percentage of shares held | ||||
Name | Registered office | Principal activities | ||
2024 | 2023 | |||
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% | 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% | 100% |
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% |
Mediva Pharma Limited | 66 Tanners Drive, Blakelands, Milton Keynes, Bucks, MK 14 5BP | Operation of an aesthetics pharmacy | 100% | 100% |
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
57
15. Investments in financial assets
2024 | 2023 | |
Non-current | € | € |
Financial assets mandatorily measured at FVTPL | ||
Investment in equity instrument (Note i) | - | 150,000 |
Current | ||
Financial assets mandatorily measured at FVTPL | ||
Investment in equity instrument (Note i) | 150,000 | - |
Financial assets measured at amortised cost | ||
Redeemable notes (Note ii) | 1,000,054 | 1,000,000 |
Total current | 1,150,054 | 1,000,000 |
Total investments in financial assets | 1,150,054 | 1,150,000 |
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
58
16. Inv entories
The Group | The Group | The Company | The Company | |
2024 | 2023 | 2024 | 2023 | |
€ | € | € | € | |
Goods held for resale | 4,094,812 | 3,237,621 | - | - |
Goods in transit | 92,493 | 307,246 | - | - |
4,187,305 | 3,544,867 | - | - |
17. Trade and other receivables
The Group | The Group | The Company | The Company | |
2024 | 2023 | 2024 | 2023 | |
€ | € | € | € | |
Non-current | ||||
Amounts due from subsidiary (Note iii) | - | - | 12,612,546 | 13,272,362 |
Current | ||||
Trade receivables (Note i) | 3,890,392 | 3,810,805 | - | - |
Amounts due from ultimate beneficial owner (Note ii) | - | 90,084 | - | - |
Amounts due from other related parties (Note ii) | 109,223 | 210,076 | 1,121 | 1,121 |
Amounts due from subsidiary (Note ii) | - | - | 150,245 | 100,245 |
Other receivables | 219,217 | 253,787 | - | - |
Prepayments and accrued income | 1,598,774 | 1,459,697 | 9,922 | 13,265 |
5,817,606 | 5,824,449 | 161,288 | 114,631 |
2024 | 2023 | |
€ | € | |
Age of receivables that are past due but not impaired | ||
91 - 120 days | 52,145 | 644,632 |
120 – 365 days | 18,921 | 671,092 |
365 days + | 35,880 | 31,178 |
Total | 106,946 | 1,346,902 |
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
59
17. Trade and other receivables
2024 | 2023 | |
€ | € | |
Expected credit loss recognised during the year | 109,602 | - |
Balance at end of the year | 109,602 | - |
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
60
18. Share capital
The Group and the Company
2024 | 2023 | |
€ | € | |
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 |
19. Revaluation reserve
2024 | 2023 | |
€ | € | |
(restated) | ||
Balance at 1 January as restated | 5,869,303 | 5,869,303 |
Revaluation gain on intangible assets (Note 10) | 16,893,181 | - |
Deferred tax liability arising on revaluation of intangible assets (Note 24) | (5,912,613) | - |
16,849,871 | 5,869,303 |
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
61
20. Retained earnings
21. Translation reserve
22. Interest-bearing borrowings
The Group | The Group | The Company | The Company | |
2024 | 2023 | 2024 | 2023 | |
€ | € | € | € | |
Unsecured borrowings at amortised cost | ||||
Debt securities in issue (Note i) | 12,819,194 | 12,791,366 | 12,819,194 | 12,791,366 |
Other loans (Note ii) | 100,000 | 100,000 | - | - |
12,919,194 | 12,891,366 | 12,819,194 | 12,791,366 | |
Secured borrowings at amortised cost | ||||
Bank loans (Note iii) | 4,896,754 | 2,305,038 | - | - |
Total borrowings | 17,815,948 | 15,196,404 | 12,819,194 | 12,791,366 |
Non-current | 17,285,874 | 15,010,866 | 12,819,194 | 12,791,366 |
Current | 530,074 | 185,538 | - | - |
17,815,948 | 15,196,404 | 12,819,194 | 12,791,366 |
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
62
22. Interest-bea ring borrowings
The Group and the Company | ||
2024 | 2023 | |
€ | € | |
Face value | 13,000,000 | 13,000,000 |
Bond issue costs | 278,200 | 278,200 |
Accumulated amortisation | (97,370) | (69,566) |
Unamortised bond issue costs | 180,806 | 208,634 |
Closing carrying amount | 12,819,194 | 12,791,366 |
-
-
-
-
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
63
22. Interest-bea ring borrowings - continued
The Group | The Group | The Company | The Company | |
2024 | 2023 | 2024 | 2023 | |
€ | € | € | € | |
Between 1 and 2 years | 661,783 | 298,674 | - | - |
Between 2 and 5 years | 1,895,144 | 684,471 | - | - |
Over 5 years | 1,909,753 | 1,236,355 | - | - |
- | ||||
4,466,680 | 2,219,500 | - | - |
\
\
-
The Group | The Group | The Company | The Company | |
2024 | 2023 | 2024 | 2023 | |
% | % | % | % | |
Bank loans | 5.82 | 6.75 | - | - |
Other loans | 8 | 8 | - | - |
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
64
23. Lease Liabilities
The Group | The Group | The Company | The Company | |
2024 | 2023 | 2024 | 2023 | |
€ | € | € | € | |
Maturity Analysis | ||||
Year 1 | 675,213 | 561,892 | - | - |
Year 2 | 648,890 | 564,215 | - | - |
Year 3 | 699,133 | 526,957 | - | - |
Year 4 | 682,802 | 566,487 | - | - |
Year 5 | 701,467 | 541,484 | - | - |
Onwards | 7,505,874 | 7,271,578 | - | - |
10,913,379 | 10,032,613 | - | - | |
Analysed as: | ||||
Non-current | 10,238,166 | 9,470,721 | - | - |
Current | 675,213 | 561,892 | - | - |
10,913,379 | 10,032,613 | - | - |
24. Deferred taxation
The Group | The Group | The Company | The Company | |
2024 | 2023 | 2024 | 2023 | |
€ | € | € | € | |
(restated) | ||||
At beginning of year as restated | (14,054,927) | (13,272,065) | - | - |
Charge to consolidated profit or loss (Note 8) | (376,349) | (771,731) | - | - |
Charge to consolidated other comprehensive income (Note 8) | (5,912,613) | - | - | - |
Effect of foreign exchange | 6,117 | (11,131) | ||
At end of year | (20,337,772) | (14,054,927) | - | - |
Split as: | - | - | ||
Deferred tax asset | 378,264 | - | - | - |
Deferred tax liability | (20,716,036) | (14,054,927) | - | - |
(20,337,772) | (14,054,927) | - | - |
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
65
24. Deferred taxation – continued
The Group | The Group | The Company | The Company | |
2024 | 2023 | 2024 | 2023 | |
€ | € | € | € | |
(restated) | ||||
Fair value movement on intangible assets | 18,515,939 | 12,603,326 | - | - |
Temporary difference on intangible assets | 2,253,977 | 1,470,000 | - | - |
Excess of capital allowances over accumulated depreciation | (53,880) | (18,399) | - | - |
Tax losses | (378,264) | - | - | - |
20,337,772 | 14,054,927 | - | - |
-
25. Trade and other payables
The Group | The Group | The Company | The Company | |
2024 | 2023 | 2024 | 2023 | |
€ | € | € | € | |
Current | ||||
Trade payables | 9,357,374 | 7,167,604 | 4,248 | - |
Amounts due to ultimate beneficial owners (Note) | 124,101 | - | - | - |
Amounts due to ultimate parent companies (Note) | 242,218 | 499,869 | 243,071 | 594,073 |
Amounts due to other related parties (Note) | 1,029,896 | 784,981 | - | - |
Other payables | 554,800 | 1,124,582 | - | - |
Accruals | 805,685 | 616,064 | 287,697 | 286,714 |
12,114,074 | 10,193,100 | 535,016 | 880,787 |
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
66
26. Current tax ation
The Group | The Group | The Company | The Company | |
2024 | 2023 | 2024 | 2023 | |
€ | € | € | € | |
Balance at 1 January | 174,409 | 270,450 | - | - |
Current tax charge for the year (Note 8) | (759,243) | (487,163) | (969,231) | (774,533) |
Tax refund received | (72,076) | (272,612) | - | |
Provisional tax paid | 757,728 | 661,280 | - | |
Interest and penalties | (5,892) | - | - | |
Final withholding tax paid | 125 | 2,454 | 969,231 | 774,533 |
Balance at 31 December | 95,051 | 174,409 | - | - |
27. Cash generated from/(used in) operations
The Group | The Group | The Company | The Company | |
2024 | 2023 | 2024 | 2023 | |
€ | € | € | € | |
Operating profit/(loss) | 4,631,183 | 3,913,566 | 45,446 | (38,816) |
Adjustments for: | ||||
Amortisation of intangible assets (Note 10) | 127,957 | 93,093 | - | - |
Depreciation of property, plant and equipment (Note 11) | 565,725 | 454,783 | - | - |
Depreciation of right-of-use assets (Note 13) | 919,545 | 790,727 | - | - |
Amount released following early termination of leases (Note 6) | (56,003) | (6,086) | - | - |
Write-off of property, plant and equipment (Note 11) | 148,500 | - | - | - |
Profit on disposal of property, plant and equipment (Note 6) | (9,600) | - | - | - |
Changes in working capital: | ||||
Inventories | (642,438) | (631,076) | - | - |
Trade and other receivables | (244,658) | (1,956,347) | (172,308) | (84,794) |
Trade and other payables | 5,880,042 | 4,520,416 | 5,987 | 12,871 |
Working capital acquired upon acquisition of subsidiary | - | (372,545) | - | - |
Cash generated from/(used in) operations | 11,320,253 | 6,806,231 | (120,875) | (110,739) |
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
67
28. Cas h and cash equivalents
The Group | The Group | The Company | The Company | |
2024 | 2023 | 2024 | 2023 | |
€ | € | € | € | |
Cash at bank and in hand | 2,559,695 | 2,903,603 | 580,373 | 285,157 |
Cash held at fiduciary company | 1,200 | 1,200 | - | - |
2,560,895 | 2,904,803 | 580,373 | 285,157 |
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
68
29. Related party transactions
The Group | The Group | The Company | The Company | |
2024 | 2023 | 2024 | 2023 | |
€ | € | € | € | |
(a) Rental expense | ||||
Other related party | 471,161 | 459,149 | - | - |
(b) Purchase of stock | ||||
Other related parties | 2,959,164 | 2,299,868 | - | - |
(c) Other income | ||||
Subsidiary | - | - | 175,651 | 88,257 |
(d) Finance income | ||||
Subsidiary | - | - | 3,258,605 | 2,718,490 |
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
69
30. Financial risk management
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
70
30. Financial risk management - continued
The Group
As at | Less than 1 year | Between 1 and 2 years | Between 2 and 5 years | Over 5 years | Total | Carrying amount |
31 December 2024 | € | € | € | € | € | € |
Interest-bearing borrowings | 1,308,259 | 1,308,259 | 4,024,778 | 16,089,447 | 22,730,743 | 17,815,948 |
Trade and other payables | 12,114,074 | - | - | - | 12,114,074 | 12,114,074 |
13,422,333 | 1,308,259 | 4,024,778 | 16,089,447 | 34,884,817 | 29,930,022 | |
As at | Less than 1 year | Between 1 and 2 years | Between 2 and 5 years | Over 5 years | Total | Carrying amount |
31 December 2023 | € | € | € | € | € | |
Interest-bearing borrowings | 692,538 | 805,674 | 2,205,471 | 16,264,355 | 19,968,038 | 15,196,404 |
Trade and other payables | 10,193,100 | - | - | - | 10,193,100 | 10,193,100 |
10,885,638 | 805,674 | 2,205,471 | 16,264,355 | 30,161,138 | 23,389,504 | |
€
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
71
30. Financial risk management – continued
The Company
As at | Less than 1 year | Between 1 and 2 years | Between 2 and 5 years | Over 5 years | Total | 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 | |
As at | Less than 1 year | Between 1 and 2 years | Between 2 and 5 years | Over 5 years | Total | Carrying amount |
31 December 2023 | € | € | € | € | € | € |
Interest-bearing borrowings | 507,000 | 507,000 | 1,521,000 | 14,512,000 | 17,047,000 | 12,791,366 |
Trade and other payables | 880,787 | - | - | - | 880,787 | 880,787 |
1,387,787 | 507,000 | 1,521,000 | 14,512,000 | 17,927,787 | 13,672,153 | |
-
-
-
-
-
-
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
72
30. Financial risk management – co ntinued
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
73
30. Financial risk management – co ntinued
33. Commitment
2024 | 2023 | |
€ | € | |
Not later than 1 year | 20,000 | - |
Later than 1 year and not later than 5 years | 20,000 | - |
40,000 | - |
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
74
33. Commitment – co ntinued
34. Prior year error
As previously stated | As restated | Difference | |
€ | € | € | |
Effect on the consolidated statement of financial position | |||
Goodwill | 2,348,351 | 3,945,451 | 1,597,100 |
Intangible assets | 71,488,759 | 68,154,579 | (3,334,180) |
Revaluation reserve | (17,978,973) | (16,849,871) | 1,129,102 |
Deferred tax liability | (21,324,014) | (20,716,036) | 607,978 |
34,534,123 | 34,534,123 | - |
35. Statutory information
Brown’s Pharma Holdings plc is a public limited company and is registered in Malta.
As at 31 December 2024, 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.
75
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 12 to 74, which comprise the
consolidated and separate statement of financial position as at 31 December 2024, 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 2024, 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 the pharmacy licences purchased and operated by the Group, which
are measured at fair value as further described in Note 1 Accounting policies - Section h and Note 10 of the
consolidated and separate financial statements. This represents 68% of the total assets of the Group as at 31
December 2024.
76
Independent Auditor’s Report – continued
Key Audit Matters – continued
(i) Intangible assets – Pharmacy licences - continued
Management assesses the fair value of its pharmacy licences on a periodical basis. Fair value is determined by
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 valuation of such licences at its fair value is highly dependent on estimates and assumptions made by
management. We have considered the valuation of the intangible assets as a key audit matter in view of the
subjectivity surrounding the judgement applied and our audit focus on this area.
We gained understanding of the design and implementation of key controls over the Group’s valuation process by
inquiring with the process owners. We have also gained understanding on the Group’s valuation methodology and
assumptions used in estimating the fair value of the intangible assets as at the reporting date. As part of our
procedures, we have analysed the key assumptions used by comparing to independent sources and market data
and assessing the completeness, relevance and accuracy of the revenue values underlying the model with the
audited revenue figures per pharmacy. No issues were identified.
(ii) Investments in subsidiaries
The Company holds shares in Brown’s Pharma Limited, Brown’s Pharma IP Limited, Mediva Pharma Limited and
JP Pharma Holdings Limited as further explained in Note 1 Accounting policies - Section k and Note 14 of the
separate financial statements. This represents 60% of the total assets of the Company as at 31 December 2024.
During the year ended 31 December 2024, management carried out an assessment to establish whether the
carrying amount of the investments in subsidiaries in the separate financial statements at 31 December 2024 is
impaired. We focused on this area because of the significance of the investments in subsidiaries at 31 December
2024. Moreover, the Board of Directors’ assessment process is judgemental and is based on assumptions, such
as forecasted growth rates and profit margin which are driven by expected future market or economic conditions.
We evaluated the suitability and appropriateness of the impairment methodology applied by management to
assess the reliability of the Board of Directors’ forecasts and to challenge the methodology used and the underlying
assumptions. We concluded that the parameters utilised were reasonable. We also assessed the adequacy of the
disclosures made in the separate financial statements related to investments in subsidiaries including those
concerning the key assumptions used in assessing it carrying amount. Those disclosures specifically explain that
the Board of Directors have assessed the carrying amount of investments as at 31 December 2024 and concluded
that no provision for impairment of investments in subsidiaries was required. Based on the work performed, we
found the value of these pharmacy licences to be consistent with the explanations and evidence obtained.
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 government
– 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.
77
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.
78
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.
79
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 2024, 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 2024 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 4 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.
Donatella Bondin
Director
For and on behalf of
Equis Assurance Limited
Certified Public Accountants
NOUV
MRO Frank Galea Road
Zebbug ZBG 9019
Malta
28 April 2025
