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Company Registration Number: C95118
BROWN’S PHARMA HOLDINGS PLC
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
The Company’s principal activity is to hold shares in three subsidiary companies registered in Mal ta, Brown’s
Pharma Limited, Brown’s Pharma IP Limited, JP Pharma Retail Holdings Limited and another subsidiary company
registered in the United Kingdom, Mediva Pharma Limited. Brown’s Pharma Limited operates retail pharmacy
outlets in various localities in Malta, Mediva Pharma Limited operates an aesthetic pharmacy in the United
Kingdom, Brown’s Pharma IP Limited holds the Group’s intellectual property whereas JP Pharma Retail Holdings
Limited holds shares in various subsidiary companies registered in Malta. These subsidiaries are the legal holders
of the pharmacy licences. These companies provide Brown’s Pharma Limited the right to operate the licences.
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 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. Th is 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 license s 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 3 0 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
Business District, Birkirkara, CBD1020, Malta.
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 | 50,059,224 | 38,343,467 | - | -
Cost of sales | 3 | (33,883,748) | (24,703,481) | - | -
Gross profit |  | 16,175,476 | 13,639,986 | - | -
Administrative expenses | 3 | (10,937,222) | (9,128,417) | (130,205) | (127,073)
Selling and distribution expenses | 3 | (951,053) | (733,907) | - | -
Other income | 6 | 343,982 | 249,709 | 175,651 | 88,257
Operating profit/(loss) |  | 4,631,183 | 4,027,371 | 45,446 | (38,816)
Finance income | 5 | 145,833 | 16,358 | 3,258,605 | 2,718,490
Finance costs | 7 | (1,433,371) | (1,214,119) | (534,820) | (534,820)
Profit before income tax |  | 3,343,645 | 2,829,610 | 2,769,231 | 2,144,854
Income tax | 8 | (1,135,592) | (1,258,894) | (969,231) | (774,533)
Profit for the year – attributable to the owners of the Company |  | 2,208,053 | 1,570,716 | 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 | 16,893,181 | - | - | -
Deferred tax relating to items that will not be reclassified subsequently to profit or loss | 8 | (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 |  | 13,188,621 | 1,570,716 | 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 | 68,154,579 | 46,204,705 | - | -
Goodwill | 12 | 3,945,451 | 3,945,451 | - | -
Property, plant and equipment | 11 | 3,094,789 | 2,838,201 | - | -
Right-of-use assets | 13 | 10,339,548 | 9,684,552 | - | -
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 | - | 150,000 | - | -
Deferred tax asset | 24 | 378,264 | - | - | -
Total non-current assets |  | 85,912,631 | 62,822,909 | 32,698,735 | 33,358,551
Current assets |  |  |  |  |
Investments in financial assets | 15 | 1,150,054 | 1,000,000 | - | -
Inventories | 16 | 4,187,305 | 3,544,867 | - | -
Trade and other receivables | 17 | 5,817,606 | 5,824,449 | 161,288 | 114,631
Current tax asset | 26 | 95,051 | 174,409 | - | -
Cash and cash equivalents | 28 | 2,560,895 | 2,904,803 | 580,373 | 285,157
Total current assets |  | 13,810,911 | 13,448,528 | 741,661 | 399,788
Total assets |  | 99,723,542 | 76,271,437 | 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 | 18 | 20,086,186 | 20,086,186 | 20,086,186 | 20,086,186
Retained earnings | 20 | 1,251,155 | 843,102 | - | -
Revaluation reserve | 19 | 16,849,871 | 5,869,303 | - | -
Translation reserve | 21 | (23,107) | (4,198) | - | -
Total equity attributable to equity holders of the parent |  | 38,164,105 | 26,794,393 | 20,086,186 | 20,086,186
LIABILITIES |  |  |  |  |
Non-current liabilities |  |  |  |  |
Interest-bearing borrowings | 22 | 17,285,874 | 15,010,866 | 12,819,194 | 12,791,366
Deferred taxation | 24 | 20,716,036 | 14,054,927 | - | -
Lease liabilities | 23 | 10,238,166 | 9,470,721 | - | -
Total non-current liabilities |  | 48,240,076 | 38,536,514 | 12,819,194 | 12,791,366
Current liabilities |  |  |  |  |
Interest-bearing borrowings | 22 | 530,074 | 185,538 | - | -
Trade and other payables | 25 | 12,114,074 | 10,193,100 | 535,016 | 880,787
Lease liabilities | 23 | 675,213 | 561,892 | - | -
Total current liabilities |  | 13,319,361 | 10,940,530 | 535,016 | 880,787
Total liabilities |  | 61,559,437 | 49,477,044 | 13,354,210 | 13,672,153
Total equity and liabilities |  | 99,723,542 | 76,271,437 | 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 |  | 20,086,186 | 642,707 | 6,998,405 | - | 27,727,298
Effect of prior year error | 34 | - | - | (1,129,102) | - | (1,129,102)
Balance at 1 January 2023 – as restated |  | 20,086,186 | 642,707 | 5,869,303 | - | 26,598,196
Transfer upon acquisition of new subsidiary |  | - | - | - | (10,102) | (10,102)
Comprehensive income |  |  |  |  |  |
Profit for the year |  | - | 1,570,716 | - | - | 1,570,716
Total comprehensive income for the financial year |  | - | 1,570,716 | - | - | 1,570,716
Movement for the year |  | - | - | - | 5,904 | 5,904
Transaction with owners |  |  |  |  |  |
Dividends declared | 9 | - | (1,370,321) | - | - | (1,370,321)
Balance at 31 December 2023 |  | 20,086,186 | 843,102 | 5,869,303 | (4,198) | 26,794,393

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 |  | 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 | 9 | - | (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
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 | 11,320,253 | 6,806,231 | (120,875) | (110,739)
Tax paid | 26 | (757,853) | (663,734) | - | -
Tax refund received | 26 | 72,076 | 272,612 | - | -
Net cash generated from/(used in) operating activities |  | 10,634,476 | 6,415,109 | (120,875) | (110,739)
Investing activities |  |  |  |  |
Net dividends received from subsidiaries |  | - | - | 1,800,000 | 750,000
Interest received on bank balance | 5 | 833 | 16,358 | - | -
Interest received on financial assets | 5 | 145,000 | - | - | -
Purchase of property, plant and equipment | 11 | (1,083,602) | (712,210) | - | -
Proceeds from disposal of property, plant and equipment |  | 9,600 | - | - | -
Purchase of intangible assets | 10 | (4,571,861) | (1,611,640) | - | -
Purchase of investment in financial assets |  | (303,972) | (1,150,000) | - | -
Disposal of investment in financial assets |  | 303,918 | 1,000,000 | - | -
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 |  | (5,500,084) | (2,457,492) | 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) | (507,000) | (507,000)
Interest paid on third party loans | 7 | (8,000) | (8,000) | - | -
Dividends paid |  | (1,447,400) | (676,250) | (1,447,400) | (676,250)
Proceeds received from interest-bearing borrowings |  | 3,000,000 | 2,440,000 | - | -
Repayments made on interest-bearing borrowings |  | (672,312) | (251,614) | - | -
Repayments received from amounts held by Trustee |  | - | 57,460 | - | -
Payments made to ultimate parent companies |  | (655,251) | (1,611,273) | (393,905) | (1,050,061)
Advances received from ultimate parent companies |  | 45,000 | 1,188,525 | - | -
Advances made to other related parties |  | (3,752,477) | (3,176,862) | - | (2,321)
Repayments received from other related parties |  | 69,340 | 338 | - | -
Advances made to ultimate beneficial owners |  | (267,951) | (101,800) | - | -
Repayments received from ultimate beneficial owners |  | - | 11,716 | - | -
Principal payments of lease liabilities |  | (1,257,223) | (1,074,979) | - | -
Net cash used in financing activities |  | (5,453,274) | (3,709,739) | (2,348,305) | (2,235,632)
Effect of foreign exchange rate changes |  | (25,026) | 5,904 | - | -
Movement in cash and cash equivalents |  | (343,908) | 253,782 | 295,216 | 261,538
Cash and cash equivalents at beginning of year |  | 2,904,803 | 2,531,457 | 285,157 | 23,619
Cash and cash equivalents acquired upon acquisition of subsidiary |  | - | 119,564 | - | -
Cash and cash equivalents at end of year | 28 | 2,560,895 | 2,904,803 | 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
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 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. Use of estimates and judgements
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 no
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 thes e
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.
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 2024
21
1. Accounting policies – continued
a. Basis of preparation – continued
i. Use of estimates and judgements – 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 analyses 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 2024
22
1. Acc ounting policies – continued
a. Basis of preparation – continued
i. Use of estimates and judgements – 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 2024, 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 year beginning on 1 January 2024. 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 1
Classification of
Liabilities as
Current or Non-
current
The Group and the Company has adopted the amendments to IAS 1, published
in January 2020, for the first time in the current year. The amendments affect only
the presentation of liabilities as current or non-current in the statement of financial
position and not the amount or timing of recognition of any asset, liability, income
or expenses, or the information disclosed about those items.
The amendments clarify that the classification of liabilities as current or non-
current is based on rights that are in existence at the end of the reporting period,
specify that classification is unaffected by expectations about whether an entity
will exercise its right to defer settlement of a liability, explain that rights are in
existence if covenants are complied with at the end of the reporting period, and
introduce a definition of ‘settlement’ to make clear that settlement refers to the
transfer to the counterparty of cash, equity instruments, other assets or services.
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
Amendments to
IAS 1 Presentation
of Financial
Statements—
Non-current
Liabilities with
Covenants
The Group and the Company has adopted the amendments to IAS 1, published
in November 2022, for the first time in the current year. The amendments specify
that only covenants that an entity is required to comply with on or before the end
of the reporting period affect the entity’s right to defer settlement of a liability for
at least twelve months after the reporting date (and therefore must be considered
in assessing the classification of the liability as current or non-current). Such
covenants affect whether the right exists at the end of the reporting period, even
if compliance with the covenant is assessed only after the reporting date (e.g. a
covenant based on the entity’s financial position at the reporting date that is
assessed for compliance only after the reporting date).
The IASB also specifies that the right to defer settlement of a liability for at least
twelve months after the reporting date is not affected if an entity only has to
comply with a covenant after the reporting period. However, if the entity’s right to
defer settlement of a liability is subject to the entity complying with covenants
within twelve months after the reporting period, an entity discloses information
that enables users of the consolidated and separate financial statements to
understand the risk of the liabilities becoming repayable within twelve months
after the reporting period. This would include information about the covenants
(including the nature of the covenants and when the entity is required to comply
with them), the carrying amount of related liabilities and facts and circumstances,
if any, that indicate that the entity may have difficulties complying with the
covenants.
iii. New and revised IFRS Standards in issue but not yet effective
At the date of authorisation of these consolidate 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 IAS 21
Lack of Exchangeability
IFRS 18
Presentation and Disclosures in Financial Statements
IFRS 19
Subsidiaries without Public Accountability: Disclosures
Amendments to IFRS 9 and IFRS 7
Amendments to the Classification and Measurement of
Financial Instruments – Nature dependent electricity
contracts
The Board of Directors does not expect that the adoption of the Standards listed above will have a material
impact on the consolidated and separate financial statements of the Group and the Company in future
years, except for the below.
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
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.
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.
The Board of Directors of the Group and the Company anticipate that the application of these amendments
may have an impact on the Group and the Company's consolidated and 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 the consolidated and separate financial statements.
c. Bas is of consolidation
The Group’s consolidated financial statements consolidate those of the parent Company and all of its
subsidiaries and sub-subsidiaries as of 31 December 2024 each year. The subsidiaries and sub-
subsidiaries 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.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
25
1. Acc ounting policies – continued
c. Basis of consolidation – continued
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.
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.
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
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 th e
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.
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 Stan dard.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
27
1. Accounting policies – continued
d. Business combinations – continued
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.
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.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
28
1 Accounting policies – continued
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
stores selling pharmaceutical products and related services in Malta, as well as a pharmacy in the
United Kingdom that sells aesthetic pharmaceutical products directly to doctors. 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 stores is recognized at the point of sale, as this is when
the customer obtains control of the goods or services. Payment for these transactions is received
immediately upon purchase.
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.
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.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
29
1. Accounting policies – continued
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 on a periodical basis. 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. There has been no change to the valuation
technique during the year.
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.
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
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.
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
30
1. Accounting policies – continued
h. Intangible assets – continued
Website development – continued
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. Amortisation is recognised on a straight-
line basis over the 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.
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.
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. The estimated useful life and amortisation method are
reviewed at each reporting period, with any changes in estimates applied prospectively.
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)).
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
31
1 Accounting policies – continued
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.
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.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
32
1 Accounting policies – continued
i. Leases – continued
The Group as lessee – continued
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 Group did not make any such adjustments during the years presented.
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.
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 pa yments occurs and are included in the line “Other expenses” in
profit or loss.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
33
1. Accounting policies – continued
i. Leases – continued
The Group as lessee – continued
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.
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)).
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
34
1. Acc ounting policies – continued
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 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.
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.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
35
1. Acc ounting policies – continued
m. Inv entories
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.
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 p eriod.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
36
1. Accounting policies – continued
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.
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.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
37
1. Accounting policies – continued
o. Financial instruments – continued
i) Financial assets – continued
• 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.
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, 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.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
38
1. Accounting policies – continued
o. Financial instruments – continued
i) Financial assets – continued
• Subsequent measurement – continued
Financial assets at amortised cost - continued
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).
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 asse t.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
39
1. Accounting policies – continued
o. Financial instruments – continued
i) Financial assets – continued
• 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.
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
re asonable expectation of recovering the contract ual 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 instr uments.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
40
1. Accounting policies – continued
o. Financial instruments – continued
ii) Financial liabilities and equity – continued
• 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.
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.
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.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
41
1. Accounting policies – continued
o. Financial instruments – continued
ii) Financial liabilities and equity – continued
• Financial liabilities – continued
Financial liabilities at amortised cost – continued
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or
expires. When an existing financial liability is replaced by another from the same lender on 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.
p. Cash and cash equivalents
In the 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.
Taxation is recognised in profit or loss, except to the extent that it relates to items recognised in other
comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive
income or equity, respectively.
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 util ised.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
42
1. Accounting policies – continued
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.
u. 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 measur ed reliably.
v. 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 in view of its activities.
w. Bor rowi ng co sts
Borrowing costs are expensed in the period in which they are incurred and reported in finance costs (Note
7)
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
43
2. Revenue
Group’s revenue is generated from the sales of pharmaceutical products generated in Malta and the UK.
These are split as follows:

| 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 timing of revenue recognition is all at a point in time.
3. E xpenses by nature
The major items included within the consolidated and separate statement of profit or loss and other
comprehensive income are included below:

| Th e 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) | 91 9,545 | 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
Cost o f sales by category of activity:

| 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 | - | -

Auditor’s fees
Fees charged, including any irrecoverable VAT, by the auditor for the services rendered during the financial
years ended 31 December 2024 and 2023 relate to the following:

| 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

4. S taff costs

| 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
Average number of full-time equivalents employed by the Group and the Company during the year:

| 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 tax expense and the result of accounting profit multiplied by the statutory domestic income tax rate is
reconciled as follows:

| 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

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
| 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

During the year ended 31 December 2024, the Board of Directors proposed an interim gross dividend of
€2,769,231 (2023: €1,153,846). They did not propose nor declare any final gross dividend (2023:
€954,340) to the ordinary shareholders. These dividends are being declared out of taxable profits resulting
in a total net dividend to the ordinary shareholders of €1,800,000 (2023: €1,370,321) equivalent to €0.09
(2023: €0.07) per share.
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

During the year ended 31 December 2024, the Board of Directors revalued the pharmacy licences,
resulting in a revaluation surplus of €16,893,181 (2023: €Nil). The revaluation surplus is disclosed in Note
19. The pharmacy licences were last valued during the year ended 31 December 2022.
Amortisation charge of €127,957 (2023: €93,093) is included in administrative expenses.
Had the Group’s pharmacy licences been measured at historical cost, their carrying amount would have
been €16,490,476 (2023: €11,568,476).
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 | - | - | - | - | - | - | (1 12,7 89) | (1 12,7 89)
Reclassification to other classes | - | 8,521 | 10,412 | 724 | - | - | (19,657) | -
Depreciation charge | (37,707) | (209,286) | (165,057) | (118,185) | (3,130) | (32,3 60) | - | (565,725)
Release of depreciation on disposal | - | - | - | - | 19,555 | - | - | 19,555
Write-off | (150,000) | - | - | - | - | - | - | (150,000)
Release of deprecation on write-o ff | 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

Fully depreciated assets which were still in use at 31 December 2024 had a cost of €1,888,612 (2023: €1,539,254), on which depreciation otherwise chargeable would have
amounted to €356,180 (2023: €281,416).
Depreciation charge of €565,725 (2023: €454,783) is included in administrative expenses.
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

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;
• Growth rate of 3.5% (2023: 3%); and
• Use of 5.7% (pre-tax) (2023: 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 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 | 1 0,339,548

The Group leases immovable properties. The average lease term is 19 years (2023: 15 years).
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
55
13. Right-of-use assets – continued
Amounts recognised in profit and loss

| 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

Variable lease payments
Some of the property leases in which the Group is the lessee contain variable lease payment terms that
are linked to sales 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:

| 2024 | 2023
| € | €
Fixed payments | 1,269,673 | 1,075,773
Variable payments | 244,866 | 223,363
Total payments | 1,514,539 | 1,299,136

Overall, the variable payments constitute up to 16% (2023: 17%) 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 €1,514,539 (2023: € 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
The subsidiaries, all of which are unlisted, at 31 December are shown below:

|  |  | 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%

As at 31 December 2024 JP Pharma Retail Holdings Limited held 100% (2023: 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 and JP Pharma St. Julians Limited. Brown’s San Bastjan Pharmacy Ltd.,
Brown’s San Pawl 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.
JP Pharma Retail Holdings Limited and its subsidiaries prepared its financial statements under the
Generally Accepted Accounting Principles for Small and Medium Enterprises (GAPSME). Adjustments
to align the accounting policies with IFRS for consolidation purposes, were not necessary and there were
no adjustments in the preparation of these 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 for consolidation purposes, were not necessary and there were no adjustments in the preparation
of these financial statements.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
57
15. Investments in financial assets
The Group

| 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

Notes
i: Equity instrument is unlisted and such investment is redeemable at par by 8 June 2025 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 classifies 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: These related to the allocation of €1,000,000 (2023: €1,000,000) in secured senior notes of a
securitisation cell company, which is secured, subject to an interest at 11% (2023:14.5%) per annum
and repayable by 11 December 2025 (2023: 23 November 2024). Upon maturity the Group will receive
a nominal amount of €1,000,000 (2023: €1,000,000) plus accrued interest of €110,000 (2023: €145,000)
As at year end, the carrying amount approximated to its fair value.
These notes are held by the Group within a business model whose objective is to collect their contractual
cash flows which are solely payments of principal and interest on the principal amount outstanding.
Hence, the redeemable notes are classified at amortised costs.
These notes are 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.
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 i ii) | - | - | 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

Notes:
i. Trade receivables
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 sales is 90 days.

| 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
Notes: (continued)
i. Trade receivables - continued
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 financial statements
Movement in Allowance for Expected Credit Losses
The following table presents the movement in the lifetime ECL allowance for trade receivables:

| 202 4 | 202 3
| € | €
Expected credit loss recognised during the year | 109,602 | -
Balance at end of the year | 109,602 | -

The above 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 other related parties and subsidiary are unsecured, interest free and are repayable
on demand. In prior year, amounts due from ultimate beneficial owner were unsecured, interest
free and repayable on demand.
iii. Amount due from subsidiary 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 and subject to interest at 3.9% per annum. In view of the
Board of Directors’ intention not to demand settlement within twelve months after the reporting
period to support the subsidiary in the furtherance of its operational activities, the asset has been
classified as non-current. Furthermore, there was no fixed date of repayment agreed upon between
the parties.
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
5,4 23,270 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 o f 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 u pon its
winding up. Each ordinary share shall entitle the holder to one (1) vote at each general meeting.
19. Revaluation reserve
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.

| 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
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 a re disclosed in Note 9.
21. Translation reserve
This is a non-distributable reserve and is arising following the translation of a subsidiary’s net assets and
liabilities to the Group’s functional currency.
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 i i) | 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

Debt se curities 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 2024 for the bonds was €99.00 (2023: €96.50).
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
62
22. Interest-bea ring borrowings
Debt securities in issue – continued
Note i) – continued
As noted in Note 17, 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 subsidiary.
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 |
| 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

-
-
-
-
Note ii):
Other loans are unsecured, bear an interest at 8% per annum and are repayable by 1 January 2027.
Note iii):
Bank loans bear interest at 2.9% over 3 months Euribor per annum and are repayable between June
2031 and April 2033. Such loans are secured through the following:
• General Hypothec of €5,440,000 (2023: €2,440,000) on the subsidiary’s present and/or future assets.
• First general hypothecary guarantee of €5,440,000 (2023: €2,440,000) over a related party’s present
and future assets.
• First special hypothecary guarantee of €5,440,000 (2023: €2,440,000) over properties owned by other
related party.
• Subsidiary guarantee by other related party.
• Contracting undertaking to all terms and conditions entered in the lease agreement by the subsidiary
with a third party on 25 November 2011.
• Personal guarantee by the subsidiary’s ultimate beneficial owners.
• Pledge on insurance policy covering the buildings of all pharmacies owned by other related party.
• Pledge on the ultimate beneficial owners’ life insurance policy.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
63
22. Interest-bea ring borrowings - continued
Maturity of bank and other loans falling due after more than one year:

| The Group | The Group | The Company | The Company
| 202 4 | 202 3 | 202 4 | 202 3
| € | € | € | €
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 | - | -

\
\
-
Weighted average effective interest rates during the reporting year:

| The Group | The Group | The Company | The Company
| 202 4 | 202 3 | 202 4 | 202 3
| % | % | % | %
Bank loans | 5.82 | 6.75 | - | -
Other loans | 8 | 8 | - | -

Note iv: As at 31 December 2024, one of the Company’s subsidiary had unutilised bank overdraft of
€250,000 (2023: €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 over all the subsidiary’s present and future assets.
• First general hypothec guarantee for €100,000 over the present and future assets of an other related
party.
• First special hypothec guarantee for €100,000 over properties held by other related party.
• Subsidiary 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 the subsidiary’s Debt to EBITDA will not exceed 6. The current multiple of the subsidiary is
calculated as 5 (2023: 5). The subsidiary had complied with this covenant in 2024 and 2023. Also, the
subsidiary is subject to a non-financial covenant which requires bank approval to pay dividend to its
shareholder. The subsidiary 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 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 | - | -

The Group does not face a significant liquidity risk with regards to its lease liabilities. Le ase liabilities
are monitored within the Group’s finance function.
24. 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 inc ome tax account is as follows:

| The Group | The Group | The Company | The Company
| 202 4 | 202 3 | 202 4 | 202 3
| € | € | € | €
|  | (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
Deferred tax is analysed as follows:

| 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 | - | -

-
Except for n et deferred tax liability attributed from fair value m ovement 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 o n intangible assets was charged to other c omprehen sive income.
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 (Not e) | 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 | 53 5,016 | 880,787

Note:
Amounts due to other related parties, ultimate beneficial owners 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 2024
66
26. Current tax ation
Income tax payable is made up as follows:

| 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
Reconciliation of operating profit/(loss) to 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 | - | (372,5 45) | - | -
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
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
| 2024 | 2023 | 2024 | 2023
| € | € | € | €
Cash at bank and in hand | 2,559,695 | 2,903,6 03 | 580,373 | 285,157
Cash held at fiduciary company | 1,200 | 1,200 | - | -
| 2,560,895 | 2,904,803 | 580,373 | 285,157

During the year, the Group entered into the following significant non-cash transactions:
• Dividends declared but not paid in the current year amounting to €352,600 (2023: €650,321),
• Finance costs in relation to lease liability amounting to €619,451 (2023: €554,647),
• Purchase of pharmacy licence from ultimate beneficial owners amounting to €500,000 (2023: €Nil).
During the year, the Company entered into the following significant non-cash transactions:
• Dividends declared but not paid in the current year amounting to €352,600 (2023: €694,071),
• Set-off balance between the ultimate parent companies and subsidiary amounting to €390,697
(2023:€443,228)
• Dividend receivable declared but yet to be received amount to €Nil (2023: €688,418), and
• Finance income in relation to amounts due to subsidiary amounting to €489,374 (2023: €505,539)
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
68
29. Related party transactions
Year end balances due from or to other related parties, subsidiaries, ultimate beneficial owner, due to
ultimate parent companies are disclosed in notes 17 and 25 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 | 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

Investment in subsidiaries are disclosed in Note 14 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 9.
No expenses have been recognised in the period for bad or doubtful debts in respect of amounts due
from other related parties, immediate parent companies and ultimate beneficial owners and there is no
provision for doubtful debts in respect of outstanding amounts due from these other related parties,
immediate parent companies and ultimate beneficial owners.
Except for guarantees mentioned in Note 31 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 2024
69
30. Financial risk management
Overview
The Group and the Company has 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 2024
70
30. 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 2024 and 2023 are callable on
demand and held with local financial institutions with high quality standing or rating. Also, financial assets
as at 31 December 2024 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
sec uriti es i n issu e.
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
Liq uidi ty ri sk – c onti nued
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

-
-
-
-
-
-
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 and Company’s functional currency.
The Group and the Company are not exposed to significant foreign exchange risk arising from the Group
and the Company’s financing transactions as assets and liabilities are principally denominated in Euro.
The Group’s and the Company’s significant cash and cash equivalents, borrowings, loans and receivables,
finance lease and payables are 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
rep ortin g peri od is not deem ed nec essar y.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
72
30. Financial risk management – co ntinued
Market risk – continued
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.
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 €45,366 (2023:
decrease/increase by €17,282). 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 instruments measured at amortised costs has a fixed interest rate and
therefore the Group is not exposed on interest rate risks.
ii) Other price risks
The Group is exposed to equity price risks from equity investments.
Equity investments in unlisted entities (Note 15) are held for strategic purposes rather than trading
purposes. The Company does not actively trade these investments. Accordingly, a sensitivity analysis for
othe r pr ic e r isks i s not deem ed n ecess ary.
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 2023. The capital
str uctur e of the Group and t he Co mpa ny con sist s o f net debt and e qui ty of the Gr oup and the C ompany.
BROWN’S PHARMA HOLDINGS PLC
Annual Report and Consolidated Financial Statements - 31 December 2024
73
30. Financial risk management – co ntinued
Capital management – continued
The capital structure of the Group and the Company consists of debt, which includes the interest-bearing
borrowings disclosed in Note 22 and lease liabilities disclosed in Note 23. Net debt is defined as debt after
deducting cash and cash equivalents as disclosed in Note 28. Equity includes all items presented within
equity in the consolidated and separate statement of financial position and further disclosed in Notes 18,
19, 20 and 21.
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 2024 and 2023 the carrying amounts of cash at bank, receivables, payables and accrued
expenses and short-term borrowings reflected in the financial statements are reasonable estimates of fair
value. The fair values of loans and long-term borrowings are not materially different from their carrying
amounts.
31. Guarantees
One of the Group’s subsidiary, Brown’s Pharma Limited, stands as a joint and several surety 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 related party.
32. Events after the reporting period
There were no adjusting or significant non-adjusting events that have occurred between the end of the
rep ortin g year and a t the dat e of autho ri satio n by t he Bo ard of Dire cto rs.
33. Commitment
At the end of the reporting period, the lessee had outstanding commitment under sponsorship agreement,
which falls due as follows:

| 202 4 | 202 3
| € | €
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
During the year, 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.
34. Prior year error
In previous years, intangible assets included a pharmacy licence to which the Group only has a right of
use and no effective ownership. Accordingly, a prior year adjustment has been recorded to correct the
net book amount of intangible assets. The effect of the restatement on the consolidated financial
statements is summarised below:

| 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 r elated 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.
80
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