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REGISTERED NUMBER: 11703491 (England and Wales)















Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 March 2024

for

Scotts Holdco Ltd

Scotts Holdco Ltd (Registered number: 11703491)






Contents of the Consolidated Financial Statements
for the Year Ended 31 March 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Consolidated Income Statement 10

Consolidated Other Comprehensive Income 11

Consolidated Balance Sheet 12

Company Balance Sheet 13

Consolidated Statement of Changes in Equity 14

Company Statement of Changes in Equity 15

Consolidated Cash Flow Statement 16

Notes to the Consolidated Cash Flow Statement 17

Notes to the Consolidated Financial Statements 18


Scotts Holdco Ltd

Company Information
for the Year Ended 31 March 2024







DIRECTORS: S J Currie
J C Easton
M J Hewitt
D Wright
T Madden
C McNeil



REGISTERED OFFICE: Aberdein Considine
30 Cloth Market
Newcastle Upon Tyne
NE1 1EE



REGISTERED NUMBER: 11703491 (England and Wales)



SENIOR STATUTORY AUDITOR: Robert Pollock BA CA



AUDITORS: Sharles Audit Limited
Statutory Auditors
29 Brandon Street
Hamilton
ML3 6DA

Scotts Holdco Ltd (Registered number: 11703491)

Group Strategic Report
for the Year Ended 31 March 2024

The directors present their strategic report of the company and the group for the year ended 31 March 2024.

REVIEW OF BUSINESS
R&W Scott manufactures and sells chocolate coatings, confectionary fillings, specialist soft icings, sauces, jams and
dry powder blends for the industrial, retail, wholesale and food service markets.

RESULTS
R&W Scott continued its growth trend, with improved performance, despite the challenges and continued difficulties of commodity market pricing and general inflation increase.

The business ended the year with its highest historical turnover figure as sales increased 7% year on year. This was supported by existing growth, new business revenue and increased pricing.

The increase in revenue has helped to offset the continued rise in input prices, predominantly in raw materials, heat, light & power, and distribution. The business is a commodity driven business which has seen unprecedented increases in sugar throughout the course of the year, along with other raw materials. These pricing pressures have been felt down to end user level with the cost-of-living crisis well documented across the UK's media.

Despite these challenges, the business has managed to mitigate the impact of these external and internal factors, minimising, the impact on margin, customer service and quality. It has increased profitability, competitiveness and maintained service levels to our long-standing customers whist being flexible enough to support new business growth, one of our key USP's.

The R&W Scott business continued to drive efficiencies in overhead control, It also continued to invest in plant and machinery, and commissioned a 3rd drop line to support existing and future growth. The financial performance has allowed the business to continue to improve its short-term debt position, whilst enforcing it's standing as a sustainable and profitable business.

GOING CONCERN
The directors have assessed the group as having sufficient resources to meet the expected ongoing costs of the business for a period of at least 12 months from the date of signing the financial statements. As a result they have continued to adopt the going concern basis when preparing the financial statements.

FUTURE DEVELOPMENTS
This business will continue to develop a range of new products based on both customer requests and market trends. These include but are not limited to more bespoke added value confectionary fillings and speciality jam recipes as well as broadening our no added sugar protein enriched variants of existing products.

This business is expected to continue to benefit from strong, long standing customer relationships, whilst retaining the support of key suppliers. It expects to see its cash position increase and net debt reduce, continuing to improve the long-term profitability/sustainability of the business.

KEY PERFORMANCE INDICATORS
All key performance indicators both financial and non-financial are covered in the financial accounts. The main items being Turnover £18,227,795 (2023: £17,096,028), Gross Profit 30.74% (2023: 26.79%) and Profit before tax £1,471,215 (2023: Profit of £1,037,243).


Scotts Holdco Ltd (Registered number: 11703491)

Group Strategic Report
for the Year Ended 31 March 2024

EMPLOYEE INVOLVEMENT
The company is committed to involve all employees in the performance and development of the company. Employees are encouraged to discuss with management matters of interest to the employee and subjects affecting day to day operations of the company.

It is the company's policy to give full consideration to suitable applications for employment by disabled persons.

Disabled employees are eligible to participate in all career development opportunities available to staff. Opportunities also exist for employees of the company who became disabled to continue in employment or to be trained for other positions in the company.

ON BEHALF OF THE BOARD:





M J Hewitt - Director


3 September 2024

Scotts Holdco Ltd (Registered number: 11703491)

Report of the Directors
for the Year Ended 31 March 2024

The directors present their report with the financial statements of the company and the group for the year ended 31 March 2024.

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of the manufacture and sale of chocolate coatings, specialist soft icings, sauces, jams and dry powder blends for the industrial, retail, wholesale and foodservice markets.

DIVIDENDS
Interim dividends per share on the Ordinary £0.01 shares were paid as follows:
£56,500 - 19 May 2023
£75,000 - 22 January 2024
£131,500

The directors recommend that no final dividend be paid on these shares.

No interim dividend was paid on the A Ordinary £0.01 shares. The directors recommend that no final dividend be paid on these shares.

The total distribution of dividends for the year ended 31 March 2024 will be £ 131,500 .

DIRECTORS
The directors shown below have held office during the whole of the period from 1 April 2023 to the date of this report.

S J Currie
J C Easton
M J Hewitt
D Wright
T Madden
C McNeil

DIRECTORS' RESPONSIBILITIES STATEMENT
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

Scotts Holdco Ltd (Registered number: 11703491)

Report of the Directors
for the Year Ended 31 March 2024


STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.



AUDITORS
The auditors, Sharles Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





M J Hewitt - Director


3 September 2024

Report of the Independent Auditors to the Members of
Scotts Holdco Ltd

Opinion
We have audited the financial statements of Scotts Holdco Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31 March 2024 and of the group's profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Scotts Holdco Ltd


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent 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 or the parent company or to cease operations, or have no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
Scotts Holdco Ltd


Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The aims of our audit are to identify and assess the risks of material misstatement of the financial statements as a result of fraud or error, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement as a result of fraud or error and to respond appropriately to those risks. As a result of the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures include the following:

- We obtained an understanding of the legal and regulatory frameworks applicable to the company and the sector
in which they operate. We determined that the following laws and regulations were most significant: the
Companies Act 2006 and UK corporate tax laws, The Food Safety Act, Health & Safety at Work Act, GDPR
and Anti Money Laundering legislation. We confirmed with management that there were no actual, suspected, or
alleged issues instances of non-compliance with laws and regulations during the year.
- Assessment of the appropriateness of the collective competence and capabilities of the engagement team
included consideration of the engagement teams:
- knowledge of the industry in which the client operates- understanding of and practical enactments of a similar nature, and complexity through appropriate training and participation
- understanding of the legal and regulatory requirements specific to the entity
- We obtained an understanding of how the company complies with those legal and regulatory frameworks by
making inquiries of management. We undertook a review of legal fees for any evidence of non-compliance.
- We assessed the susceptibility of the company financial statements to material misstatement, including how
fraud might occur. Audit procedures performed by the audit team included:
- identifying and documenting the controls management has in place to prevent and detect fraud and error;
- understanding how those charged with governance considered and addressed the potential for override of
controls or other inappropriate influence over the financial reporting process;
- challenging assumptions and judgements made by management in its significant accounting estimates;
- identifying and testing journal entries, in particular any journal entries posted for large or unusual amounts;
- assessing the extent of compliance with relevant laws and regulations; and
- sample testing of transactions and balances.

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

Report of the Independent Auditors to the Members of
Scotts Holdco Ltd


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Robert Pollock BA CA (Senior Statutory Auditor)
for and on behalf of Sharles Audit Limited
Statutory Auditors
29 Brandon Street
Hamilton
ML3 6DA

9 September 2024

Scotts Holdco Ltd (Registered number: 11703491)

Consolidated
Income Statement
for the Year Ended 31 March 2024

2024 2023
Notes £    £   

TURNOVER 4 18,227,795 17,096,028

Cost of sales 12,624,740 12,515,250
GROSS PROFIT 5,603,055 4,580,778

Administrative expenses 3,963,486 3,396,765
1,639,569 1,184,013

Other operating income 4,750 81,387
OPERATING PROFIT 6 1,644,319 1,265,400


Interest payable and similar expenses 7 173,104 228,157
PROFIT BEFORE TAXATION 1,471,215 1,037,243

Tax on profit 8 71,964 (214,592 )
PROFIT FOR THE FINANCIAL YEAR 1,399,251 1,251,835
Profit attributable to:
Owners of the parent 1,399,251 1,251,835

Scotts Holdco Ltd (Registered number: 11703491)

Consolidated
Other Comprehensive Income
for the Year Ended 31 March 2024

2024 2023
Notes £    £   

PROFIT FOR THE YEAR 1,399,251 1,251,835


OTHER COMPREHENSIVE INCOME
Fair value adjustment 996,215 -
Deferred tax movement on revaluation 6,777 -
Income tax relating to components of other
comprehensive income

-

-
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

1,002,992

-
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

2,402,243

1,251,835

Total comprehensive income attributable to:
Owners of the parent 2,402,243 1,251,835

Scotts Holdco Ltd (Registered number: 11703491)

Consolidated Balance Sheet
31 March 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 11 - (385,618 )
Tangible assets 12 3,705,103 2,955,977
Investments 13 - -
3,705,103 2,570,359

CURRENT ASSETS
Stocks 14 2,386,136 2,490,261
Debtors 15 3,078,294 2,888,070
Cash at bank and in hand 19,245 53,961
5,483,675 5,432,292
CREDITORS
Amounts falling due within one year 16 3,338,094 4,056,918
NET CURRENT ASSETS 2,145,581 1,375,374
TOTAL ASSETS LESS CURRENT
LIABILITIES

5,850,684

3,945,733

CREDITORS
Amounts falling due after more than one
year

17

-

(502,595

)

PROVISIONS FOR LIABILITIES 21 (46,553 ) -

ACCRUALS AND DEFERRED INCOME 22 (90,250 ) -
NET ASSETS 5,713,881 3,443,138

CAPITAL AND RESERVES
Called up share capital 23 38,674 38,674
Share premium 24 402,338 402,338
Revaluation reserve 24 1,335,113 359,230
Retained earnings 24 3,937,756 2,642,896
SHAREHOLDERS' FUNDS 5,713,881 3,443,138

The financial statements were approved by the Board of Directors and authorised for issue on 3 September 2024 and were signed on its behalf by:





M J Hewitt - Director


Scotts Holdco Ltd (Registered number: 11703491)

Company Balance Sheet
31 March 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 11 - -
Tangible assets 12 - -
Investments 13 4,042,420 4,042,420
4,042,420 4,042,420

CURRENT ASSETS
Debtors 15 181,123 103,237
Cash at bank 1,084 47
182,207 103,284
CREDITORS
Amounts falling due within one year 16 3,700,151 3,697,637
NET CURRENT LIABILITIES (3,517,944 ) (3,594,353 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

524,476

448,067

CAPITAL AND RESERVES
Called up share capital 23 38,674 38,674
Share premium 24 402,338 402,338
Retained earnings 24 83,464 7,055
SHAREHOLDERS' FUNDS 524,476 448,067

Company's profit/(loss) for the financial year 207,909 (160,544 )

The financial statements were approved by the Board of Directors and authorised for issue on 3 September 2024 and were signed on its behalf by:





M J Hewitt - Director


Scotts Holdco Ltd (Registered number: 11703491)

Consolidated Statement of Changes in Equity
for the Year Ended 31 March 2024

Called up
share Retained Share Revaluation Total
capital earnings premium reserve equity
£    £    £    £    £   
Balance at 1 April 2022 38,674 1,516,061 402,338 359,230 2,316,303

Changes in equity
Dividends - (125,000 ) - - (125,000 )
Total comprehensive income - 1,251,835 - - 1,251,835
Balance at 31 March 2023 38,674 2,642,896 402,338 359,230 3,443,138

Changes in equity
Dividends - (131,500 ) - - (131,500 )
Total comprehensive income - 1,426,360 - 975,883 2,402,243
Balance at 31 March 2024 38,674 3,937,756 402,338 1,335,113 5,713,881

Scotts Holdco Ltd (Registered number: 11703491)

Company Statement of Changes in Equity
for the Year Ended 31 March 2024

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 April 2022 38,674 (207,401 ) 402,338 233,611

Changes in equity
Dividends - 375,000 - 375,000
Total comprehensive income - (160,544 ) - (160,544 )
Balance at 31 March 2023 38,674 7,055 402,338 448,067

Changes in equity
Dividends - (131,500 ) - (131,500 )
Total comprehensive income - 207,909 - 207,909
Balance at 31 March 2024 38,674 83,464 402,338 524,476

Scotts Holdco Ltd (Registered number: 11703491)

Consolidated Cash Flow Statement
for the Year Ended 31 March 2024

2024 2023
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 1,290,207 1,150,061
Interest paid (173,104 ) (228,157 )
Tax paid - 39,058
Net cash from operating activities 1,117,103 960,962

Cash flows from investing activities
Purchase of tangible fixed assets (306,756 ) (238,451 )
Net cash from investing activities (306,756 ) (238,451 )

Cash flows from financing activities
Capital repayments in year (713,563 ) (131,888 )
Amount withdrawn by directors - (420,000 )
Equity dividends paid (131,500 ) (125,000 )
Net cash from financing activities (845,063 ) (676,888 )

(Decrease)/increase in cash and cash equivalents (34,716 ) 45,623
Cash and cash equivalents at beginning of
year

2

53,961

8,338

Cash and cash equivalents at end of year 2 19,245 53,961

Scotts Holdco Ltd (Registered number: 11703491)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 31 March 2024

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS
2024 2023
£    £   
Profit before taxation 1,471,215 1,037,243
Depreciation charges 168,227 (10,859 )
Finance costs 173,104 228,157
1,812,546 1,254,541
Decrease/(increase) in stocks 104,125 (583,304 )
Increase in trade and other debtors (208,858 ) (32,939 )
(Decrease)/increase in trade and other creditors (417,606 ) 511,763
Cash generated from operations 1,290,207 1,150,061

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 March 2024
31.3.24 1.4.23
£    £   
Cash and cash equivalents 19,245 53,961
Year ended 31 March 2023
31.3.23 1.4.22
£    £   
Cash and cash equivalents 53,961 8,338


3. ANALYSIS OF CHANGES IN NET (DEBT)/FUNDS

At 1.4.23 Cash flow At 31.3.24
£    £    £   
Net cash
Cash at bank and in hand 53,961 (34,716 ) 19,245
53,961 (34,716 ) 19,245
Debt
Finance leases (22,917 ) 22,917 -
Debts falling due within 1 year (196,051 ) 188,051 (8,000 )
Debts falling due after 1 year (502,595 ) 502,595 -
(721,563 ) 713,563 (8,000 )
Total (667,602 ) 678,847 11,245

Scotts Holdco Ltd (Registered number: 11703491)

Notes to the Consolidated Financial Statements
for the Year Ended 31 March 2024

1. STATUTORY INFORMATION

Scotts Holdco Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. There were no material departures from the standard.

3. ACCOUNTING POLICIES

Basis of preparing the financial statements
The financial statements have been prepared on a going concern basis.

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The company meets its day to day working capital requirements through an invoice discounting facility. The directors have formed a judgement at the time of approving the financial statements that the finance provider will continue to support the company. On this basis, the directors consider it appropriate to prepare the financial statements on the going concern basis. The financial statements do not include any adjustments that would result from withdrawal of support by the above mentioned parties.

Accounting standards require the directors to consider the appropriateness of the going concern basis when preparing the financial statements. The directors regard the going concern basis as remaining appropriate as the company has adequate resources to continue in operational existence for the foreseeable future.

The following principal accounting policies have been applied:

Basis of consolidation
The consolidated financial statements present the results of the company and its own subsidiary ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Scotts Holdco Ltd (Registered number: 11703491)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

3. ACCOUNTING POLICIES - continued

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Shareholders D Wright, H Billington and H Linklater have invoiced £18,000, £12,000 and £36,750 respectively during the period in relation to advisory work performed. At the year end, D Wright was owed £1,500, H Billington was owed £1,000 and H Linklater was owed £36,750.

Significant judgements and estimates
Management make judgements, estimates and assumptions that affect the application of policies and the carrying values of assets, liabilities, income and expenses. The resulting accounting estimates calculated using these judgements will, by definition, seldom equal the related actual results but are based on the experience of the directors and the expectations of future events. The estimates are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is reviewed.

The key judgements and sources of estimation uncertainty are:

- The recovery of trade receivables and provision for bad debts

Based on the principle that any debtors overdue by more than 120 days will not be recoverable and should be provided for in full.

- The provision for redundant and non re-workable stock

This is costed on the basis of labour and packaging input costs for re-workable stock and full input cost for stock recognised as redundant.

- Investment

Determining whether there are indicators of impairment of the Company's investment in its subsidiary and the group's tangible and intangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.

- Value of negative goodwill

This is determined based on the fair values of the identifiable assets and liabilities acquired.

Scotts Holdco Ltd (Registered number: 11703491)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

3. ACCOUNTING POLICIES - continued

Turnover
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

- the Group has transferred the significant risks and rewards of ownership to the buyer;
- the Group retains neither continuing managerial involvement to.the degree usually associated with ownership nor effective control over the goods sold;
- the amount of revenue can be measured reliably;
- it is probable that the Group will receive the consideration due under the transaction; and
- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Goodwill
Negative goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition when the price paid is less than the fair value of the net assets acquired. Negative goodwill implies a bargain purchase. Subsequent to initial recognition, negative goodwill is measured at cost less amounts released to the Statement of Comprehensive Income. Negative goodwill is released on a straight line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

The estimated useful lives range as follows:

Negative goodwill - 5 years

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Freehold property - Straight line over 40 - 50 years
Plant and machinery - Straight line over 2 - 13 years
Computer equipment - Straight line over 4 years

All assets are depreciated on the basis of a Nil residual value.

On acquisition land and buildings are initially recognised at cost. These assets are subject to regular valuations by independent professional valuers. When an asset is revalued, any accumulated depreciation to date is eliminated against the gross carrying amount of the asset and the ongoing depreciation charge is recalculated based on the revalued amount. Where the revaluation is above original cost any gains or losses arising are recognised in other comprehensive income statement in the period they arose. Where the revaluation is below original cost any gains or losses arising are recognised in the income statement.

At each balance sheet date, the group reviews the carrying amounts of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss. Where it is not possible to estimate the recoverable amount of the asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Expenditure of £500 or more on individual tangible fixed assets is capitalised at cost. Expenditure on assets below this threshold is charged directly to the income account in the period it is incurred.

Scotts Holdco Ltd (Registered number: 11703491)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

3. ACCOUNTING POLICIES - continued

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

At each balance sheet date, stocks are assessed for impairment. If stocks are impaired the carrying value is reduced to the lower of it's selling price less costs to sell or cost. The impairment loss is recognised immediately in the profit and loss account.

Scotts Holdco Ltd (Registered number: 11703491)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

3. ACCOUNTING POLICIES - continued

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

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities
Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.


Scotts Holdco Ltd (Registered number: 11703491)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

3. ACCOUNTING POLICIES - continued
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

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

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

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

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

Research and development
Expenditure on research activities is recognised as an expense in the period in which it is incurred.

Foreign currencies
Foreign currency transactions are translated into sterling at the rates of exchange ruling at the balance sheet date.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. ·

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated Statement of Comprehensive Income except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'interest payable or interest receivable'.

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired under finance leases are depreciated over the shorter of the lease term and their useful lives. Assets acquired under hire purchase contracts are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation in each period.

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the income statement on a straight line basis.

Scotts Holdco Ltd (Registered number: 11703491)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

3. ACCOUNTING POLICIES - continued

Pension costs and other post-retirement benefits
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in the Consolidated Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

Invoice discounting
During the year, the Group had a £2.5 million invoice discounting facility with Bibby Financial Services secured against trade debtors on a revolving basis with a three month notice period. This facility was secured against the debtors of the business with an interest rate of 3.5% above base rate. Trade debtors remained assets of the business and were shown at the total amount collectable. Liabilities under this arrangement were shown under borrowings.

Provisions
Provisions are recognised when the company has a present legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefit swill be required to settle the obligation and a reliable estimate can be made. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense.

Grants
Grants in respect of capital expenditure are treated as deferred income and are credited to the profit and loss account over the estimated useful life of the assets to which they relate. Revenue grants are credited to the profit and loss account in the period in which they become receivable. Grants which impose specific performance related conditions are recognised when those conditions have been met.

4. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

2024 2023
£    £   
United Kingdom 18,227,795 17,096,028
18,227,795 17,096,028

5. EMPLOYEES AND DIRECTORS
2024 2023
£    £   
Wages and salaries 1,814,029 1,642,482
Social security costs 213,907 197,138
Other pension costs 199,123 187,306
2,227,059 2,026,926

Scotts Holdco Ltd (Registered number: 11703491)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

5. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
2024 2023

Directors & administration 21 20
Selling & distribution 11 12
Production 61 58
93 90

2024 2023
£    £   
Directors' remuneration 417,760 364,953

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 3 3

Information regarding the highest paid director is as follows:
2024 2023
£    £   
Emoluments etc 146,833 132,496

6. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2024 2023
£    £   
Other operating leases 98,931 102,349
Depreciation - owned assets 553,845 524,287
Goodwill amortisation (385,618 ) (535,147 )
Auditors' remuneration 17,750 17,000
Foreign exchange differences (1,373 ) (215 )

7. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£    £   
Other interest 173,104 228,157

Scotts Holdco Ltd (Registered number: 11703491)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

8. TAXATION

Analysis of the tax charge/(credit)
The tax charge/(credit) on the profit for the year was as follows:
2024 2023
£    £   
Current tax:
UK corporation tax - (39,058 )

Deferred tax 71,964 (175,534 )
Tax on profit 71,964 (214,592 )

UK corporation tax has been charged at 25 % (2023 - 19 %).

Reconciliation of total tax charge/(credit) included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£    £   
Profit before tax 1,471,215 1,037,243
Profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2023 - 19 %)

367,804

197,076

Effects of:
Expenses not deductible for tax purposes 7,193 3,386
Depreciation in excess of capital allowances - 1,102
Adjustments to tax charge in respect of previous periods (49,731 ) -
Non-taxable negative goodwill amortisation (96,404 ) (101,678 )
Movement on unrecognised deferred taxation (156,898 ) (275,420 )
R & D tax recovery - (39,058 )
Total tax charge/(credit) 71,964 (214,592 )

Tax effects relating to effects of other comprehensive income

2024
Gross Tax Net
£    £    £   
Fair value adjustment 996,215 - 996,215
Deferred tax movement on revaluation 6,777 - 6,777
1,002,992 - 1,002,992

9. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


Scotts Holdco Ltd (Registered number: 11703491)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

10. DIVIDENDS
2024 2023
£    £   
Ordinary shares of £0.01 each
Interim 131,500 125,000

11. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
At 1 April 2023
and 31 March 2024 (2,675,734 )
AMORTISATION
At 1 April 2023 (2,290,116 )
Amortisation for year (385,618 )
At 31 March 2024 (2,675,734 )
NET BOOK VALUE
At 31 March 2024 -
At 31 March 2023 (385,618 )

The negative good will arising from the acquisition of R&W Scott Ltd is to be released to the Statement of Comprehensive Income over 5 years.

12. TANGIBLE FIXED ASSETS

Group
Freehold Plant and Computer
property machinery equipment Totals
£    £    £    £   
COST OR VALUATION
At 1 April 2023 900,000 4,069,161 95,790 5,064,951
Additions - 304,972 1,784 306,756
Fair value adjustment 900,000 - - 900,000
At 31 March 2024 1,800,000 4,374,133 97,574 6,271,707
DEPRECIATION
At 1 April 2023 115,329 1,923,387 70,258 2,108,974
Charge for year 18,000 517,780 18,065 553,845
Fair value adjustment (96,215 ) - - (96,215 )
At 31 March 2024 37,114 2,441,167 88,323 2,566,604
NET BOOK VALUE
At 31 March 2024 1,762,886 1,932,966 9,251 3,705,103
At 31 March 2023 784,671 2,145,774 25,532 2,955,977

Scotts Holdco Ltd (Registered number: 11703491)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

12. TANGIBLE FIXED ASSETS - continued

Group

Cost or valuation at 31 March 2024 is represented by:

Freehold Plant and Computer
property machinery equipment Totals
£    £    £    £   
Valuation in 2019 (2,044,283 ) - - (2,044,283 )
Valuation in 2024 900,000 - - 900,000
Cost 2,944,283 4,374,133 97,574 7,415,990
1,800,000 4,374,133 97,574 6,271,707

If freehold property had not been revalued it would have been included at the following historical cost:

2024 2023
£    £   
Cost 2,944,283 2,944,283
Aggregate depreciation 294,428 235,543

Freehold property was valued on an open market basis on 9 April 2024 by Sanderson Weatherall Surveyors. .

13. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 April 2023
and 31 March 2024 4,042,420
NET BOOK VALUE
At 31 March 2024 4,042,420
At 31 March 2023 4,042,420

Scotts Holdco Ltd (Registered number: 11703491)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

13. FIXED ASSET INVESTMENTS - continued

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

Subsidiary

R & W Scott Ltd
Registered office: Aberdein Considine, Cloth Market, Newcastle Upon Tyne, England, NE1 1EE
Nature of business: Manufacture & sale of confectionery & jams
%
Class of shares: holding
Ordinary 100.00
2024 2023
£    £   
Aggregate capital and reserves 9,230,301 7,617,119
Profit for the year 1,061,967 877,232


14. STOCKS

Group
2024 2023
£    £   
Stocks 2,386,136 2,490,261

15. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Trade debtors 2,315,188 2,278,142 - -
Other debtors 221,650 76,976 15,671 15,671
Directors' current accounts 420,000 420,000 - -
VAT 6,085 1,140 6,085 1,140
Deferred tax asset - 18,635 159,367 86,426
Prepayments 115,371 93,177 - -
3,078,294 2,888,070 181,123 103,237

Deferred tax asset
Group Company
2024 2023 2024 2023
£    £    £    £   
Deferred tax - 18,635 159,367 86,426

Trade debtors amounting to £2,315,188 (2023 - £2,278,142) were subject to the invoice discounting facility.

Scotts Holdco Ltd (Registered number: 11703491)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Bank loans and overdrafts (see note 18) - 177,134 - -
Other loans (see note 18) 8,000 18,917 - -
Hire purchase contracts (see note 19) - 22,917 - -
Trade creditors 1,397,615 1,399,669 4,750 9,338
Amounts owed to group undertakings - - 3,682,321 3,684,799
Social security and other taxes 87,219 82,636 - -
Other creditors 45,874 48,511 - -
Invoice discounting facility 1,589,672 2,046,042 - -
Accrued expenses 209,714 261,092 13,080 3,500
3,338,094 4,056,918 3,700,151 3,697,637

17. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group
2024 2023
£    £   
Bank loans (see note 18) - 495,095
Other loans (see note 18) - 7,500
- 502,595

Scotts Holdco Ltd (Registered number: 11703491)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

18. LOANS

An analysis of the maturity of loans is given below:

Group
2024 2023
£    £   
Amounts falling due within one year or on demand:
Bank loans - 177,134
Other loans 8,000 18,917
8,000 196,051
Amounts falling due between one and two years:
Bank loans - 1-2 years - 185,803
Other loans - 1-2 years - 7,500
- 193,303
Amounts falling due between two and five years:
Bank loans - 2-5 years - 162,060
Amounts falling due in more than five years:
Repayable by instalments
Bank loans more 5 yr by instal - 147,232

The group had an interest free Digital Development loan with the final repayment due in 2024.

19. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
2024 2023
£    £   
Net obligations repayable:
Within one year - 22,917

Group
Non-cancellable operating leases
2024 2023
£    £   
Within one year 53,219 49,302
Between one and five years 79,829 127,365
133,048 176,667

Scotts Holdco Ltd (Registered number: 11703491)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

20. SECURED DEBTS

The following secured debts are included within creditors:

Group
2024 2023
£    £   
Bank loans - 672,229
Hire purchase contracts - 22,917
Invoice discounting facility 1,589,672 2,046,042
1,589,672 2,741,188

The invoice discounting facility is secured against the trade debtors of the group.

21. PROVISIONS FOR LIABILITIES

Group
2024 2023
£    £   
Deferred tax 46,553 -

Group
Deferred
tax
£   
Balance at 1 April 2023 (18,635 )
Provided during year 71,965
Deferred tax on revaluation (6,777 )
Balance at 31 March 2024 46,553

Company
Deferred
tax
£   
Balance at 1 April 2023 (86,426 )
Provided during year (72,941 )
Balance at 31 March 2024 (159,367 )

22. ACCRUALS AND DEFERRED INCOME

Group
2024 2023
£    £   
Deferred government grants 90,250 -

Scotts Holdco Ltd (Registered number: 11703491)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

23. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
3,374,801 Ordinary £0.01 34,748 34,748
392,600 A Ordinary £0.01 3,926 3,926
38,674 38,674

Each ordinary share has full rights in the company with respect to voting, dividends and distributions.

Each A Ordinary share holds rights to a dividend. They do not carry any voting rights.

24. RESERVES

Group
Retained Share Revaluation
earnings premium reserve Totals
£    £    £    £   

At 1 April 2023 2,642,896 402,338 359,230 3,404,464
Profit for the year 1,399,251 1,399,251
Dividends (131,500 ) (131,500 )
Cash share issue - - 996,215 996,215
Revaluation reserve release 27,109 - (27,109 ) -
Deferred tax on revaluation
reserve release - - 6,777 6,777
At 31 March 2024 3,937,756 402,338 1,335,113 5,675,207

Company
Retained Share
earnings premium Totals
£    £    £   

At 1 April 2023 7,055 402,338 409,393
Profit for the year 207,909 207,909
Dividends (131,500 ) (131,500 )
At 31 March 2024 83,464 402,338 485,802


25. PENSION COMMITMENTS

The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £255,265. Contributions totalling £22,208 were payable to the fund at the reporting date and are included with liabilities.

Scotts Holdco Ltd (Registered number: 11703491)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

26. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to directors subsisted during the years ended 31 March 2024 and 31 March 2023:

2024 2023
£    £   
S J Currie
Balance outstanding at start of year 140,000 -
Amounts advanced - 140,000
Amounts repaid - -
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year - 140,000

J C Easton
Balance outstanding at start of year 140,000 -
Amounts advanced - 140,000
Amounts repaid - -
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year - 140,000

M J Hewitt
Balance outstanding at start of year 140,000 -
Amounts advanced - 140,000
Amounts repaid - -
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year - 140,000

The loans are required as detailed in the R & W Scott 3 year plan dated April 2022. When drawn, interest will accrue at the official HMRC rate of interest. The loans shall be repayable on a value realisation event as detailed in the business plan.

27. ULTIMATE CONTROLLING PARTY

By virtue of the spread of shareholders in Scotts Holdco Ltd, there was no one controlling party. The largest shareholder as at 31st March 2024 being 22.15% held by J Easton.