| REGISTERED NUMBER: |
| HOUSTON BOTTLING & CO-PACK LIMITED |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 |
| REGISTERED NUMBER: |
| HOUSTON BOTTLING & CO-PACK LIMITED |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 |
| HOUSTON BOTTLING & CO-PACK LIMITED (REGISTERED NUMBER: SC174922) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Page |
| Strategic Report | 1 |
| Report of the Directors | 3 |
| Report of the Independent Auditors | 5 |
| Profit and Loss Account | 8 |
| Balance Sheet | 9 |
| Statement of Changes in Equity | 10 |
| Cash Flow Statement | 11 |
| Notes to the Cash Flow Statement | 12 |
| Notes to the Financial Statements | 13 |
| HOUSTON BOTTLING & CO-PACK LIMITED (REGISTERED NUMBER: SC174922) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| The directors present their strategic report for the year ended 31 December 2024. |
| REVIEW OF BUSINESS |
| The results contained in the accompanying financial statements include the results of Houston Bottling & Co-Pack Limited for the year ended 31 December 2024. |
| Production at the company's two sites continue with its current services of bottling, co-packing, cask filling and warehousing. The directors' focus on efficiencies along with better production planning helped mitigate impact against ongoing challenges from global markets and supply chain. The business continues its strategy of delivering a high level of service and continues to build strong relationships with its new and long-standing customers. |
| The directors are satisfied with the company's trading performance during the year. Overall turnover has decreased by 19.96%, from £9.13m to £7.31m. This delivered a gross profit of £2.86m (2023: £3.31m). |
| The company's cash position remained strong with continued investment being made at both sites which has enabled continued growth in bottling, storage, and cask filling. Moving forward into the new financial year, the directors are optimistic of the company's prospects. Customer demand is being met through further investment in operational efficiencies and diversifying ancillary services in line with strategy. A key part of the strategy is to continue to grow and develop the customer portfolio with profits being reinvested at both sites. |
| FINANCIAL KEY PERFORMANCE INDICATORS |
| The directors use the KPIs of revenue, gross profit percentage, working capital ratio, and net asset position to review the company's performance regularly throughout the year. These are monitored on weekly and monthly intervals against budget and forecasts. |
| 2024 | 2023 |
| Revenue | -19.96% | 0.5% |
| Gross Profit Percentage | 39.12% | 36.28% |
| Working Capital Ratio | 4.23 | 3.07 |
| Net Assets | £8,083,907 | £7,211,729 |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| Financial Risk Management |
| The company's principal financial instruments comprise cash and borrowing. |
| The company has various other financial instruments such as trade debtors and creditors that arise directly from its trading operations. |
| The main risks arising from the company's financial instruments are with liquidity and credit. The company has clear policies for managing these risks as summarised below. |
| Liquidity Risk |
| Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. Investment levels and cash flows are carefully controlled, with authorisation limits operating at different levels up to company board level. |
| HOUSTON BOTTLING & CO-PACK LIMITED (REGISTERED NUMBER: SC174922) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Credit Risk |
| Risk of financial loss due to a counterpart's failure to honour its obligations arises principally in relation to transactions where the company provides goods on deferred credit terms. Company policies are aimed at minimising such losses and require that deferred credit terms are granted only to customers who demonstrate an appropriate payment history and satisfy creditworthiness procedures. |
| Cash Flow Risk |
| The company finances on-going activities and capital expenditure through a combination of retained profits and bank borrowings. The company operates a strict regime of working capital management to mitigate cash flow risk. Detailed financial planning and regular monitoring of cash flow are used to manage the facilities and maintain the company's adherence with repayment schedules. |
| Competitive Risk Management |
| The company operates in a competitive environment; however, the directors consider that the company, through its continued investment in people, operating sites, equipment and technology, is well placed to serve new and existing customers. |
| Uncertainties and Prospects |
| Specific risks to the company include its relationships with key customers and the need to ensure productivity is maintained and enhanced in a competitive market. The company continues to foster strong relationships with its customers through an exceptionally high commitment to customer service and flexibility of operations to meet exacting requirement in both quality and lead times. |
| The directors have established controls throughout the business to allow continued operation and will continue to monitor the situation closely. The directors intend to continue to grow the business and are exploring several projects to expand the business's service offering to customers. |
| FUTURE DEVELOPMENTS |
| The directors intend to continue to grow the business and are exploring several projects to expand the business's service offering to customers. |
| GOING CONCERN |
| It is expected that the market for Houston Bottling and Co-Pack Limited's services will remain competitive and challenging, but the directors are satisfied that the business continues to navigate its way successfully through the changing global market and supply chain challenges. The directors' review of the company's order book and forecasts support their view that Houston Bottling and Co-Pack limited is a going concern and that accounts have been appropriately prepared on this basis. |
| ON BEHALF OF THE BOARD: |
| HOUSTON BOTTLING & CO-PACK LIMITED (REGISTERED NUMBER: SC174922) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| The directors present their report with the financial statements of the company for the year ended 31 December 2024. |
| PRINCIPAL ACTIVITY |
| The principal activity of the company in the year under review was that of bonded co-packing, bottling and warehousing. The company provided these services to its customers, mainly in the Scottish Whisky industry from its sites in Renfrew and Dumbarton in Scotland. |
| The principal activity of the subsidiary company, Houston Warehousing Limited, was that of a dormant company. |
| DIVIDENDS |
| During the year, the company paid final dividends of £167,199 for the year ended 31 December 2023. There were no proposed dividends for the year ended 31 December 2024. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report. |
| FINANCIAL INSTRUMENTS |
| The directors do not believe that the company is exposed to any risks that are sufficient to require the use of financial instruments, other than cash and current borrowing. |
| DISCLOSURE IN THE STRATEGIC REPORT |
| The company has chosen in accordance with s.414C(11) Companies Act 2006 to set out in the company's strategic report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the director's report. It has done so in respect of future developments and financial risk management objectives and polices. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Report of the Directors, the Strategic Report and the financial statements in accordance with applicable laws 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 the affairs of the company and of the profit and loss of the company 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; |
| - state whether applicable accounting standards have been followed subject to any material departures disclosed and explained in the financial statements; |
| - 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 transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| HOUSTON BOTTLING & CO-PACK LIMITED (REGISTERED NUMBER: SC174922) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 DECEMBER 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 company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| HOUSTON BOTTLING & CO-PACK LIMITED |
| Opinion |
| We have audited the financial statements of Houston Bottling & Co-Pack Limited (the 'company') for the year ended 31 December 2024 which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the 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 company's affairs as at 31 December 2024 and of its 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the 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 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 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 |
| HOUSTON BOTTLING & CO-PACK LIMITED |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report 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, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the 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 Statement of Directors' Responsibilities set out on page three, 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 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 company or to cease operations, or have no realistic alternative but to do so. |
| 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. |
| Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material mis-statements in respect of irregularities. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: |
| - the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
| - we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our knowledge and experience of the warehousing and bottling sector; |
| - we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, FRS102, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation; |
| - we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and |
| - identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| HOUSTON BOTTLING & CO-PACK LIMITED |
| We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
| - making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and |
| - considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
| To address the risk of fraud through management bias and override of controls, we: |
| - performed analytical procedures to identify any unusual or unexpected relationships; |
| - tested journal entries to identify unusual transactions; |
| - assessed whether judgements and assumptions made in determining the key accounting estimates set out in note 2 were indicative of potential bias; and |
| - investigated the rationale behind significant or unusual transactions. |
| To address the risks associated with revenue recognition, we; |
| - vouched a sample of sale invoices; |
| - reviewed invoices around the year-end to obtain cut-off assurance; |
| - reviewed post year-end credit notes raised for any relating to pre year-end sales to assess whether there were any indications of sales being overstated. |
| In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
| - agreeing financial statement disclosures to underlying supporting documentation; |
| - reading the minutes of meetings of those charged with governance; |
| - enquiring of management as to actual and potential litigation and claims; and |
| - reviewing correspondence with HMRC, relevant regulators and the company's legal advisors. |
| There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
| Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. |
| 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. |
| 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. |
| for and on behalf of |
| Statutory Auditor |
| Chartered Accountants |
| Caledonia House |
| 89 Seaward Street |
| Glasgow |
| G41 1HJ |
| HOUSTON BOTTLING & CO-PACK LIMITED (REGISTERED NUMBER: SC174922) |
| PROFIT AND LOSS ACCOUNT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| TURNOVER | 3 |
| Cost of sales | ( |
) | ( |
) |
| GROSS PROFIT |
| Administrative expenses | ( |
) | ( |
) |
| 1,018,074 | 1,483,926 |
| Other operating income | 4 |
| OPERATING PROFIT | 6 |
| Interest payable and similar expenses | 7 | ( |
) | ( |
) |
| PROFIT BEFORE TAXATION |
| Tax on profit | 8 | ( |
) | ( |
) |
| PROFIT FOR THE FINANCIAL YEAR |
| OTHER COMPREHENSIVE INCOME |
| Revalued heritable property |
| Income tax relating to other comprehensive income |
| OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| HOUSTON BOTTLING & CO-PACK LIMITED (REGISTERED NUMBER: SC174922) |
| BALANCE SHEET |
| 31 DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 10 |
| Investments | 11 |
| CURRENT ASSETS |
| Stocks | 12 |
| Debtors | 13 |
| Cash at bank and in hand |
| CREDITORS |
| Amounts falling due within one year | 14 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
15 |
( |
) |
| PROVISIONS FOR LIABILITIES | 19 | ( |
) | ( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 20 |
| Share premium | 21 |
| Revaluation reserve | 21 |
| Capital redemption reserve | 21 |
| Share option reserve | 21 |
| Retained earnings | 21 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| HOUSTON BOTTLING & CO-PACK LIMITED (REGISTERED NUMBER: SC174922) |
| STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Called up |
| share | Retained | Share |
| capital | earnings | premium |
| £ | £ | £ |
| Balance at 1 January 2023 |
| Changes in equity |
| Reduction in share capital | (2,844 | ) | - | - |
| Dividends | - | ( |
) | - |
| Total comprehensive income | - | - |
| Purchase of own shares | - | (497,700 | ) | - |
| Balance at 31 December 2023 |
| Changes in equity |
| Dividends | - | ( |
) | - |
| Total comprehensive income | - | - |
| Revaluation reserve transfer | - | (304,797 | ) | - |
| Retained earnings transfer | - | (152,905 | ) | - |
| Balance at 31 December 2024 |
| Capital | Share |
| Revaluation | redemption | option | Total |
| reserve | reserve | reserve | equity |
| £ | £ | £ | £ |
| Balance at 1 January 2023 |
| Changes in equity |
| Reduction in share capital | - | - | - | (2,844 | ) |
| Dividends | - | - | - | ( |
) |
| Total comprehensive income |
| Purchase of own shares | - | 2,844 | - | (494,856 | ) |
| Revaluation reserve transfer | - | - | 49,700 | 49,700 |
| Balance at 31 December 2023 |
| Changes in equity |
| Dividends | - | - | - | ( |
) |
| Total comprehensive income |
| Revaluation reserve transfer | 304,797 | - | - | - |
| Retained earnings transfer | 152,905 | - | - | - |
| Balance at 31 December 2024 |
| HOUSTON BOTTLING & CO-PACK LIMITED (REGISTERED NUMBER: SC174922) |
| CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 |
| Interest paid | ( |
) | ( |
) |
| Tax paid | ( |
) | ( |
) |
| Net cash from operating activities |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | ( |
) | ( |
) |
| Sale of tangible fixed assets |
| Net cash from investing activities | ( |
) | ( |
) |
| Cash flows from financing activities |
| Loan repayments in year | ( |
) | ( |
) |
| Share buyback | ( |
) |
| Equity dividends paid | ( |
) | ( |
) |
| Net cash from financing activities | ( |
) | ( |
) |
| Increase/(decrease) in cash and cash equivalents | ( |
) |
| Cash and cash equivalents at beginning of year |
2 |
1,743,936 |
| Cash and cash equivalents at end of year | 2 | 2,881,267 | 1,447,882 |
| HOUSTON BOTTLING & CO-PACK LIMITED (REGISTERED NUMBER: SC174922) |
| NOTES TO THE CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 2024 | 2023 |
| £ | £ |
| Profit before taxation |
| Depreciation charges |
| Loss on disposal of fixed assets |
| Share option expense | - | 49,700 |
| Finance costs | 14,851 | 29,542 |
| 1,520,218 | 2,000,045 |
| Decrease in stocks |
| Decrease/(increase) in trade and other debtors | ( |
) |
| Decrease in trade and other creditors | ( |
) | ( |
) |
| Cash generated from operations |
| 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 December 2024 |
| 31/12/24 | 1/1/24 |
| £ | £ |
| Cash and cash equivalents | 2,881,267 | 1,447,882 |
| Year ended 31 December 2023 |
| 31/12/23 | 1/1/23 |
| £ | £ |
| Cash and cash equivalents | 1,447,882 | 1,743,936 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1/1/24 | Cash flow | At 31/12/24 |
| £ | £ | £ |
| Net cash |
| Cash at bank and in hand | 1,447,882 | 1,433,385 | 2,881,267 |
| 1,447,882 | 2,881,267 |
| Debt |
| Debts falling due within 1 year | (246,101 | ) | 177,294 | (68,807 | ) |
| Debts falling due after 1 year | (68,807 | ) | 68,807 | - |
| (314,908 | ) | 246,101 | (68,807 | ) |
| Total | 1,132,974 | 1,679,486 | 2,812,460 |
| HOUSTON BOTTLING & CO-PACK LIMITED (REGISTERED NUMBER: SC174922) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 1. | STATUTORY INFORMATION |
| Houston Bottling & Co-Pack Limited is a private company, limited by shares, registered in Scotland. The company's registered office is 95 Wright Street, Renfrew, Renfrewshire, PA4 8AN. |
| The presentation currency of the financial statements is Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The financial statements have been prepared in accordance with the Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. Assets and liabilities are initially recognised at historical cost or transaction value unless otherwise stated in the relevant accounting policy. There were no material departures from that standard. |
| Preparation of consolidated financial statements |
| The financial statements contain information about Houston Bottling & Co-Pack Limited as an individual company and do not contain consolidated financial information as the parent of a group. Consolidated accounts have not been prepared as the subsidiary company is dormant, and was so throughout the entire reporting period. |
| Provisions |
| Provisions are recognised when the company has a legal or constructive obligation at the reporting date as a result of a past event, it is probable that the company will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are recognised at the best estimate of the amount required to settle the obligation at the reporting date. |
| Critical accounting judgements |
| The company considers on an annual basis the judgements that are made by directors when applying its significant accounting policies that would have the most significant effect on amounts that are recognised in the financial statements. In preparing these financial statements, the management considered there to be no critical items requiring specific disclosure. |
| Turnover |
| Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value 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: |
| Rendering of services |
| Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: |
| - | the amount of revenue can be measured reliably |
| - | it is probable the company will receive the consideration due under the contract |
| - | the stage of completion of the contract at the end of the reporting period can be measured reliably, and; |
| - | the costs incurred and the costs to complete the contract can be measured reliably. |
| Sale of goods |
| Revenue from the sale of goods is recognised on despatch from the company's warehouse facility. |
| HOUSTON BOTTLING & CO-PACK LIMITED (REGISTERED NUMBER: SC174922) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Tangible fixed assets |
| Heritable property | - |
| Plant and machinery | - |
| Fixtures and fittings | - |
| Fixed assets are included in the financial statements at cost less accumulated depreciation and impairment losses. |
| Heritable land and buildings are subsequently carried at fair value, based on periodic valuations by professionally qualified valuers. These revaluations are made with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using fair value. Changes in fair value are recognised in other comprehensive income and accumulated in the revaluation reserve except to the extent that any decrease in value in excess of the credit balance on the revaluation reserve, or reversal of such transaction, is recognised in profit and loss. Heritable land is not depreciated. |
| Impairment of non-financial assets |
| At each reporting date non-financial assets not carried at fair value, like plant and equipment, are reviewed to determine whether there is an indication that an asset may be impaired. If there is an indication of possible impairment, the recoverable amount which is the higher of value in use and the fair value less cost to sell, is estimated and compared with the carrying amount. If the recoverable amount is lower, the carrying amount of the asset is reduced to its recoverable amount and an impairment loss is recognised immediately in profit and loss. |
| Stocks |
| Stocks and work in progress are valued at the lower of cost and net realiseable value, after making due allowance for obsolete and slow moving items. Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition. |
| Financial instruments |
| The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, loans to and from related parties and investments in non-puttable ordinary shares. |
| Debt instruments like loans and other accounts receivable and payable are initially measured at present value of the future payments and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and trade creditors, are measured, initially and subsequently, at the undiscounted amount of cash or other consideration expected to be paid or received. |
| Investments in non-puttable ordinary shares are measured at fair value with changes recognised in profit and loss if the shares are publicly traded or their fair value can be measured reliably or at cost less impairment for all other investments. |
| Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for evidence of impairment and if found, an impairment loss is recognised in profit or loss. |
| Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. |
| Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts, when applicable, are shown within borrowings in current liabilities. |
| HOUSTON BOTTLING & CO-PACK LIMITED (REGISTERED NUMBER: SC174922) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Taxation |
| Taxation represents the sum of tax currently payable and deferred tax. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. |
| The charge for taxation takes into account taxation deferred as a result of timing differences between the treatment of certain items for taxation and accounting purposes. In general, deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. However, deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred taxation is measured on a non-discounted basis at the tax rates that are expected to apply in the periods in which the timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date. |
| With the exception of changes arising on the initial recognition of a business combination, the tax expense is presented either in profit or loss, other comprehensive income or statement of changes in equity depending on the transaction that resulted in the tax expense. |
| Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. |
| Leasing commitments |
| Rentals payable under operating leases are charged to the profit and loss account on a straight line basis over the term of the agreement. |
| Rentals receivable under operating leases are credited to the profit and loss account on a straight line basis over the term of the agreement. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company. Contributions payable to the company's pension scheme are charged to profit or loss in the period which they relate. |
| Employee benefits |
| The cost of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of stock or fixed assets. |
| The cost of any unused holiday entitlement is recognised in the period in which the employees services are received. |
| Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits. |
| Share based payments |
| Equity-settled share based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted by using the Black-Scholes options pricing model. The fair value determined at the grant date is expensed on a straight line basis over the vesting period, based on the estimate shares that eventually vest. A corresponding adjustment is made to equity. |
| No expense is recognised for awards that do not ultimately vest. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Ultimately, the actual expense recognised over the vesting period will be based on those shares that vest. |
| HOUSTON BOTTLING & CO-PACK LIMITED (REGISTERED NUMBER: SC174922) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Equity instruments |
| Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company. |
| Investments in subsidiaries |
| Investments representing shareholdings in unquoted subsidiary undertakings are stated at cost less impairment. |
| Key sources of estimation uncertainty |
| In the application of the company's accounting policies, the directors are required to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. |
| Revisions to accounting estimates are recognised in the period in which the estimate is revised 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 periods. |
| The directors consider the key sources of estimation uncertainty to be as follows: - |
| - Tangible fixed assets (note 10) are depreciated over their estimated useful lives. The actual lives of the assets are assessed annually and may vary depending on several factors. In re-assessing asset lives, factors such as usage and maintenance programmes are taken into account. The directors assessed that no changes were required to the estimated useful lives of the tangible fixed assets and therefore, determined that the stated depreciation policies applied in prior years remain appropriate. |
| - At the balance sheet date, the directors consider whether there are any indicators that the trade debtor balances relating to goods supplied and services rendered will not be recoverable, to ensure an adequate provision is made for any potentially irrecoverable amounts. Based on their knowledge of the customers concerned, the directors consider that no provision is required against these balances. |
| 3. | TURNOVER |
| The turnover and profit before taxation are attributable to the one principal activity of the company. |
| An analysis of turnover by class of business is given below: |
| 2024 | 2023 |
| £ | £ |
| The turnover derived from the company's principal activity and was wholly undertaken in the United Kingdom. |
| HOUSTON BOTTLING & CO-PACK LIMITED (REGISTERED NUMBER: SC174922) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 4. | OTHER OPERATING INCOME |
| 2024 | 2023 |
| £ | £ |
| Rents received |
| Sundry receipts |
| 25,691 | 16,794 |
| 5. | EMPLOYEES AND DIRECTORS |
| 2024 | 2023 |
| £ | £ |
| Wages and salaries | 3,500,575 | 3,813,741 |
| Social security costs | 306,325 | 326,133 |
| Other pension costs | 98,473 | 100,665 |
| 3,905,373 | 3,790,560 |
| The average number of employees during the year was as follows: |
| 2024 | 2023 |
| Administration | 28 | 35 |
| Production | 75 | 85 |
| 103 | 120 |
| 2024 | 2023 |
| £ | £ |
| Directors' remuneration | 157,232 | 123,821 |
| 6. | OPERATING PROFIT |
| The operating profit is stated after charging: |
| 2024 | 2023 |
| £ | £ |
| Hire of plant and machinery |
| Depreciation - owned assets |
| Loss on disposal of fixed assets |
| Auditors' remuneration |
| Auditors' remuneration for non audit work |
| 7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2024 | 2023 |
| £ | £ |
| Bank loan interest |
| HOUSTON BOTTLING & CO-PACK LIMITED (REGISTERED NUMBER: SC174922) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 8. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 2024 | 2023 |
| £ | £ |
| Current tax: |
| UK corporation tax |
| Overprovision for prior year |
| tax | (81 | ) | (17 | ) |
| Total current tax |
| Deferred tax | ( |
) |
| Tax on profit |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2024 | 2023 |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of (2023 - |
| Effects of: |
| Expenses not deductible for tax purposes |
| Capital allowances in excess of depreciation | - | ( |
) |
| Depreciation in excess of capital allowances | - |
| Adjustments to tax charge in respect of previous periods | ( |
) | ( |
) |
| Deferred tax movement | (4,805 | ) | 188,381 |
| Total tax charge | 294,334 | 392,631 |
| Tax effects relating to effects of other comprehensive income |
| 2024 |
| Gross | Tax | Net |
| £ | £ | £ |
| Revalued heritable property | - | 304,797 |
| As of 1 April 2023, the main rate of UK corporation tax increased from 19% to 25%. As the company's comparative financial year straddles this date, a blended corporation tax rate of 23.5% has been applied which is calculated by apportioning the two tax rates on a weighted basis for the proportion of the financial year which each main tax rate was applicable. |
| HOUSTON BOTTLING & CO-PACK LIMITED (REGISTERED NUMBER: SC174922) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 9. | DIVIDENDS |
| 2024 | 2023 |
| £ | £ |
| Ordinary shares of £1 each |
| Final | 167,199 | 106,795 |
| 10. | TANGIBLE FIXED ASSETS |
| Fixtures |
| Heritable | Plant and | and |
| property | machinery | fittings | Totals |
| £ | £ | £ | £ |
| COST OR VALUATION |
| At 1 January 2024 |
| Additions |
| Heritable property revaluations | ( |
) | ( |
) |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| Revaluation adjustments | ( |
) | ( |
) |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| Cost or valuation at 31 December 2024 is represented by: |
| Fixtures |
| Heritable | Plant and | and |
| property | machinery | fittings | Totals |
| £ | £ | £ | £ |
| Valuation in 2019 | 616,861 | - | - | 616,861 |
| Valuation in 2021 | 52,566 | - | - | 52,566 |
| Valuation in 2024 | (74,295 | ) | - | - | (74,295 | ) |
| Cost | 2,904,867 | 4,664,561 | 709,508 | 8,278,936 |
| 3,499,999 | 4,664,561 | 709,508 | 8,874,068 |
| HOUSTON BOTTLING & CO-PACK LIMITED (REGISTERED NUMBER: SC174922) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 10. | TANGIBLE FIXED ASSETS - continued |
| The Heritable Property was revalued on 14th of November 2024 by Graham + Sibbald LLP, independent valuers, not connected with the company, on the basis of market value. The valuation conforms with RICS Valuation Global Standards and was based on recent market transactions on arm's length terms of similar properties. |
| The directors are satisified that this represents the fair value of the buildings. |
| Had the property been held at cost, the cost and accumulated depreciation would have been as follows: |
| 2024 Cost £2,904,867 less accumulated depreciation £912,933 - Net book value £1,991,934 |
| 2023 Cost £2,772,879 less accumulated depreciation £829,782 - Net book value £1,943,097 |
| 11. | FIXED ASSET INVESTMENTS |
| Shares in |
| group |
| undertaking |
| £ |
| COST |
| At 1 January 2024 |
| and 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| The company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Registered office: Stirling House C/O Craig Corporate, 2nd Floor, 226 St Vincent Street, Glasgow, G2 5RQ. |
| Nature of business: |
| % |
| Class of shares: | holding |
| 12. | STOCKS |
| 2024 | 2023 |
| £ | £ |
| Stocks |
| Work-in-progress |
| Stock recognised in cost of sales during the year as an expense was £228,207 (2023: £390,213). |
| 13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Trade debtors |
| Prepayments and accrued income |
| HOUSTON BOTTLING & CO-PACK LIMITED (REGISTERED NUMBER: SC174922) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Bank loans and overdrafts (see note 16) |
| Trade creditors |
| Corporation tax |
| Social security and other taxes |
| VAT | 163,503 | 185,317 |
| Accruals and deferred income |
| 15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Bank loans (see note 16) |
| 16. | LOANS |
| An analysis of the maturity of loans is given below: |
| 2024 | 2023 |
| £ | £ |
| Amounts falling due within one year or on demand: |
| Bank loans |
| Amounts falling due between one and two years: |
| Bank loans - 1-2 years |
| 17. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 2024 | 2023 |
| £ | £ |
| Within one year |
| Between one and five years |
| HOUSTON BOTTLING & CO-PACK LIMITED (REGISTERED NUMBER: SC174922) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 18. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| 2024 | 2023 |
| £ | £ |
| Bank loans |
| The company has two separate loans with final repayment dates up to May 2025. |
| The rate of interest charged on these loans range from base rate plus 4.5% to plus 5.25%. |
| The loans are secured by a floating charge over the company's assets and undertakings, and by a standard security over the company's heritable properties. |
| 19. | PROVISIONS FOR LIABILITIES |
| 2024 | 2023 |
| £ | £ |
| Deferred tax | 462,617 | 467,422 |
| Deferred |
| tax |
| £ |
| Balance at 1 January 2024 |
| Accelerated capital allowances | (4,805 | ) |
| Balance at 31 December 2024 |
| There are no unused tax losses or unused tax credits. |
| 20. | CALLED UP SHARE CAPITAL |
| Allotted issued and fully paid: |
| Number: | Class: | Nominal: | 2024 | 2023 |
| £ | £ |
| 15,285 | Ordinary C | £1 | 15,285 | 15,285 |
| 418 | Ordinary F | £1 | 418 | 418 |
| 12,210 | Ordinary Y | £1 | 12,210 | 12,210 |
| 27,913 | 27,913 |
| All share classes rank equally in all respects. The rights attached to the Ordinary shares shall be determined from time to time in meetings by the directors. |
| HOUSTON BOTTLING & CO-PACK LIMITED (REGISTERED NUMBER: SC174922) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 21. | RESERVES |
| Retained | Share | Revaluation |
| earnings | premium | reserve |
| £ | £ | £ |
| At 1 January 2024 |
| Profit for the year |
| Dividends | ( |
) |
| Revaluation in the year | 304,797 | - | - |
| Revaluation reserve transfer | (304,797 | ) | - | 304,797 |
| Retained earnings transfer | (152,905 | ) | - | 152,905 |
| At 31 December 2024 |
| Capital | Share |
| redemption | option |
| reserve | reserve | Totals |
| £ | £ | £ |
| At 1 January 2024 | 7,183,816 |
| Profit for the year |
| Dividends | ( |
) |
| Revaluation in the year | - | - | 304,797 |
| At 31 December 2024 | 8,055,994 |
| 22. | PENSION COMMITMENTS |
| The company operates defined contribution pension schemes for the employees of the company. The assets of the scheme are held separately from those of the company in independently administered funds. During the year, the company paid £98,473 (2023: £100,665) into the scheme. At the year end there were no outstanding contributions due to the scheme. |
| 23. | CONTINGENT LIABILITIES |
| The company has provided HM Revenue & Customs with a guarantee to meet liabilities in respect of Duty Deferment up to a limit of £40,000. |
| The company has provided HM Revenue & Customs with a guarantee to meet liabilities in respect of the company's Movement Guarantee. The value of the Movement Guarantee is £193,133. |
| 24. | RELATED PARTY DISCLOSURES |
| The company is controlled by the director, T K Craig. |
| Three directors have financial interest in businesses that provided professional services to the company totalling £10,109 (2023: £39,603). |
| During the year, dividends of £167,199 (2023: £106,795) were paid. £91,557 (2023: £58,480) to key management personnel and £75,642 (2023: £48,315) to other related parties. |
| During the year, key management personnel remuneration of £674,633 (2023: £601,446) was paid. |
| HOUSTON BOTTLING & CO-PACK LIMITED (REGISTERED NUMBER: SC174922) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 25. | SHARE-BASED PAYMENT TRANSACTIONS |
| Number of options | Weighted average exercise price |
| 2024 | 2023 | 2024 | 2023 |
| Number | Number | £ | £ |
| Outstanding at 1 January | 2,400 | 2,400 |
| Granted | 465 | 90.48 | 90.48 |
| Cancelled | - | - |
| Outstanding at 31 December | 2,865 | 2,400 | 90.48 | 90.48 |
| Exercisable at 31 December | 480 | 480 |
| Under the terms of the share option scheme (the 2019 Enterprise Management Incentive Scheme) the Board may offer staff options over ordinary shares of the company. No consideration was received and the options may be exercised upon an exit event. The vesting period is 5 years from the date of the grant. Options under this scheme will lapse no later than the day before the 7th anniversary of the date of the grant. This option is non-transferrable. |
| During the year, 465 (2023: nil) share options were issued. |
| During the year £nil (2023: £49,700) was charged in respect of share option expense in the financial statements. |