| REGISTERED NUMBER: |
| Strategic Report, Report of the Directors and |
| Financial Statements |
| for the Year Ended 31 December 2024 |
| for |
| FST (Scotland) Ltd |
| REGISTERED NUMBER: |
| Strategic Report, Report of the Directors and |
| Financial Statements |
| for the Year Ended 31 December 2024 |
| for |
| FST (Scotland) Ltd |
| FST (Scotland) Ltd (Registered number: SC739770) |
| Contents of the Financial Statements |
| for the year ended 31 December 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 3 |
| Report of the Independent Auditors | 4 |
| Statement of Comprehensive Income | 7 |
| Balance Sheet | 8 |
| Statement of Changes in Equity | 9 |
| Cash Flow Statement | 10 |
| Notes to the Cash Flow Statement | 11 |
| Notes to the Financial Statements | 12 |
| FST (Scotland) Ltd |
| Company Information |
| for the year ended 31 December 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Chartered Accountants |
| & Statutory Auditors |
| St George's Court |
| Winnington Avenue |
| Northwich |
| Cheshire |
| CW8 4EE |
| FST (Scotland) Ltd (Registered number: SC739770) |
| 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 |
| Our performance in 2024 has showcased a great resilience and strong drive for success. The operational projects and efficiency gains started in the first half of this year continued to deliver strong results in the second half of the year, which included the completion of our warehouse efficiency programs, BSI 3 year re-accreditation, Swagelok Quality System re-accreditation, Ecovadis Gold status, creation and roll out of associate training and development programs, a training facility move in Teesside, England, and the commencement of a significant construction expansion project at our Silvertrees facility, in Aberdeen, Scotland, which concluded in March 2025. |
| Our sales results and market expectations reflected both positive and negative elements in its outcome. Although our market portfolio today is now relatively diverse, our primary markets hit some challenge this year; Oil & Gas was extremely hesitant with investment, project release, and confidence was lower than typical, centred primarily around a changing government that threatened major taxation increases to owner operators, and Semiconductor, a major contributor in Ireland to our annual revenues over the last few years, was also down, as one of its main players stopped production, and down tools in July to navigate their way forward with concerns around supply vs demand and their battle to sustain market share, with aging technology. However, the impact to us was wholly mitigated due to successes we had in other markets. |
| We adapted, won, and pivoted as military shipbuilding build programs accelerated, we made strong gains with energy transition opportunities, proving ourselves as a market leader and hit some home runs with life sciences, particularly with Bio-Pharmaceutical, Pharmaceutical, and Medical Technology opportunities, providing a balance that delivered a positive result. This type of result doesn't happen by accident, it's a result of having a very cohesive, strong, and focused team, who buy onto our vision, our values, and our culture, and a business that is becoming stronger through each quarter, expertly and consistently helping our customers solve their fluid system challenges. |
| Key performance indicators are turnover and net profit. Profit before tax for the year was £3.3m (2023: £2.9m). |
| The directors expect the company to strengthen its operations, workforce resource and capability, technology advancements and market diversification strategy in 2025. Sales and profitability will continue to be strong and sustainable, despite ongoing market, economic, and government challenges. We are aligned to a mid to long term view, and very much future focused, as we grow and optimise our technical expertise and brand equity in the markets we serve. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The company represents the Swagelok global brand and supplies these products along with a range of complimentary services. Whilst the company's sales are therefore dependent upon the Swagelok brand, and its relationship with Swagelok, the director has great confidence in their future direction. |
| Historically, the Company's largest single market is Oil and Gas, but given the drive to "net zero" emissions and fluctuating Oil price, the Company has been actively diversifying across multiple markets requiring high quality fluid system products and related services (Chemical & Petrochemical, Semiconductor Manufacturing, Energy Transition, Shipbuilding, Life Sciences and R&D). This diversification has already improved the robustness of the business and is a continuing strategic direction. The director expects demand for the company's products and supplementary services to remain strong in all areas for the foreseeable future. This is supported by the company's ongoing development of a range of customised services which have materialised into a significant income stream. |
| The company imports goods from Europe and the USA, and trades in the UK and Ireland. |
| ON BEHALF OF THE BOARD: |
| FST (Scotland) Ltd (Registered number: SC739770) |
| 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 period under review was that of the sale and distribution of fluid system products and supporting services. |
| DIVIDENDS |
| No dividends will be distributed 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. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the 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 of the profit or 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; |
| - | 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. |
| 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 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 company's auditors are aware of that information. |
| AUDITORS |
| The auditors, Bennett Brooks & Co Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| FST (Scotland) Ltd |
| Opinion |
| We have audited the financial statements of FST (Scotland) Ltd (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, 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. |
| 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. |
| Report of the Independent Auditors to the Members of |
| FST (Scotland) Ltd |
| 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. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to UK tax legislation and regulations which govern the preparation of financial statements, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and considered that the principal risks were related to posting inappropriate journal entries to increase revenue, through management bias in manipulation of accounting estimates or accounting for significant transactions outside the normal course of business. |
| Audit procedures performed included: |
| - Enquiry of management around actual and potential litigation and claims and instances of non- compliance with laws and regulations; |
| - Auditing the risk of management override of controls, through testing journal entries and other |
| adjustments for appropriateness, testing accounting estimates (because of the risk of management bias), and evaluating the business rationale of significant transactions outside the normal course of business; |
| - Reviewing financial statement disclosures and agreeing to supporting documentation to assess |
| compliance with applicable laws and regulations; and |
| - Review of board meeting minutes. |
| There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and |
| transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement |
| due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate |
| concealment by, for example, forgery or intentional misrepresentations, or through 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. |
| Report of the Independent Auditors to the Members of |
| FST (Scotland) 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. |
| for and on behalf of |
| Chartered Accountants |
| & Statutory Auditors |
| St George's Court |
| Winnington Avenue |
| Northwich |
| Cheshire |
| CW8 4EE |
| FST (Scotland) Ltd (Registered number: SC739770) |
| Statement of Comprehensive |
| Income |
| for the year ended 31 December 2024 |
| Period |
| 29.7.22 |
| Year Ended | to |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| TURNOVER | 3 |
| Cost of sales | ( |
) | ( |
) |
| GROSS PROFIT |
| Distribution costs | ( |
) | ( |
) |
| Administrative expenses | ( |
) | ( |
) |
| 3,493,175 | 3,264,939 |
| Other operating income |
| OPERATING PROFIT | 6 |
| Interest receivable and similar income |
| 3,707,211 | 3,373,098 |
| Interest payable and similar expenses | 7 | ( |
) | ( |
) |
| PROFIT BEFORE TAXATION |
| Tax on profit | 8 | ( |
) | ( |
) |
| PROFIT FOR THE FINANCIAL YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| FST (Scotland) Ltd (Registered number: SC739770) |
| Balance Sheet |
| 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 9 |
| Tangible assets | 10 |
| CURRENT ASSETS |
| Stocks | 11 |
| Debtors | 12 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 13 | ( |
) | ( |
) |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year | 14 | ( |
) | ( |
) |
| PROVISIONS FOR LIABILITIES | 18 | ( |
) | ( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 19 |
| Retained earnings | 20 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| FST (Scotland) Ltd (Registered number: SC739770) |
| Statement of Changes in Equity |
| for the year ended 31 December 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Changes in equity |
| Issue of share capital | - |
| Total comprehensive income | - |
| Balance at 31 December 2023 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 December 2024 |
| FST (Scotland) Ltd (Registered number: SC739770) |
| Cash Flow Statement |
| for the year ended 31 December 2024 |
| Period |
| 29.7.22 |
| Year Ended | to |
| 31.12.24 | 31.12.23 |
| 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 intangible fixed assets | ( |
) |
| Purchase of tangible fixed assets | ( |
) | ( |
) |
| Sale of tangible fixed assets |
| Aquisition of trade and assets | - | (8,352,724 | ) |
| Interest received |
| Net cash from investing activities | ( |
) | ( |
) |
| Cash flows from financing activities |
| New loans in year |
| Loan repayments in year | ( |
) | ( |
) |
| Interest paid | (379,874 | ) | (476,105 | ) |
| Net cash from financing activities | ( |
) |
| (Decrease)/increase in cash and cash equivalents | ( |
) |
| Cash and cash equivalents at beginning of year | 2 | - |
| Cash and cash equivalents at end of year | 2 | 498,945 | 1,120,280 |
| FST (Scotland) Ltd (Registered number: SC739770) |
| Notes to the Cash Flow Statement |
| for the year ended 31 December 2024 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| Period |
| 29.7.22 |
| Year Ended | to |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Profit before taxation |
| Depreciation charges |
| Loss on disposal of fixed assets |
| Impairment of fixed assets | - | 86,591 |
| Finance costs | 380,476 | 476,105 |
| Finance income | (13,075 | ) | (8,150 | ) |
| 3,943,197 | 3,667,035 |
| Decrease/(increase) in stocks | ( |
) |
| (Increase)/decrease in trade and other debtors | ( |
) |
| (Decrease)/increase 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 | 498,945 | 1,120,280 |
| Period ended 31 December 2023 |
| 31.12.23 | 29.7.22 |
| £ | £ |
| Cash and cash equivalents | 1,120,280 | - |
| 3. | ANALYSIS OF CHANGES IN NET DEBT |
| At 1.1.24 | Cash flow | At 31.12.24 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 1,120,280 | (621,335 | ) | 498,945 |
| 1,120,280 | ( |
) | 498,945 |
| Debt |
| Debts falling due within 1 year | (1,228,572 | ) | - | (1,228,572 | ) |
| Debts falling due after 1 year | (4,735,237 | ) | 2,263,809 | (2,471,428 | ) |
| (5,963,809 | ) | 2,263,809 | (3,700,000 | ) |
| Total | (4,843,529 | ) | 1,642,474 | (3,201,055 | ) |
| FST (Scotland) Ltd (Registered number: SC739770) |
| Notes to the Financial Statements |
| for the year ended 31 December 2024 |
| 1. | STATUTORY INFORMATION |
| FST (Scotland) Ltd is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Going concern |
| The company meets its day-to-day working capital requirements through its bank facilities. The current economic conditions continue to create uncertainty over (a) the level of demand for the company’s products. (b) the availability of bank finance for the foreseeable future. The company’s forecasts and projections, taking account a severe but plausible change in trading performance, show that the company should be able to operate within the level of its current facilities. After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements. |
| Critical accounting judgements and estimation uncertainty |
| Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
| a. Critical judgements in applying the company's accounting policies |
| i. Carrying value of stocks |
| The condition of stock held is reviewed by the director and provisions made where the expected selling price is lower than the purchase cost of the stock. This involves the use of judgement. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied or services rendered, excluding discounts, rebates, value added tax and other sales taxes. Turnover for the sale of goods is recognised upon delivery. |
| Other Operating Income |
| The company earns commission from other distributors in relation to the sale of products within their region. Commission income is recognised on a quarterly basis in accordance with the substance of the relevant distributor's agreement. |
| 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. |
| Computer software is being amortised evenly over its estimated useful life of five and ten years. |
| Tangible fixed assets |
| Tangible fixed assets are stated at cost less accumulated depreciation. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. |
| Depreciation on all assets is calculated to allocate the depreciable amount to their residual values on a systematic basis over their estimated useful lives as follows: |
| Plant & machinery | - Straight line over 10 years and straight line over 15 years |
| Improvements to property | - Straight line over 5 years |
| Fixtures & fittings | - Straight line over 15 years |
| Motor vehicles | - Straight line over 4 years or straight line over the term of the lease |
| Computer equipment | - Straight line over 5 years and straight line over 10 years |
| FST (Scotland) Ltd (Registered number: SC739770) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 2. | 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. |
| Cost is calculated on an average basis and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
| Share capital |
| Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from proceeds. |
| Cash and cash equivalents |
| Cash and cash equivalents includes cash in hand, cash held with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities. |
| Distributions to equity holders |
| Dividends are recognised as a liability in the financial statements in the period in which the dividends are approved by the company's shareholders. These amounts are recognised in the statement of changes in equity. |
| Short term debtors and creditors |
| Short term debtors and creditors with no interest rate are recorded at transaction price. Any losses arising from impairment are recognised in the income statement. |
| Loans and borrowings |
| Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment. |
| FST (Scotland) Ltd (Registered number: SC739770) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Business combinations |
| Business combinations are accounted for by applying the purchase method. |
| The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction. |
| On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities. |
| 3. | TURNOVER |
| The turnover and profit before taxation are attributable to the one principal activity of the company. |
| An analysis of turnover by geographical market is given below: |
| Period |
| 29.7.22 |
| Year Ended | to |
| 31.12.24 | 31.12.23 |
| £ | £ |
| United Kingdom |
| Europe |
| 4. | EMPLOYEES AND DIRECTORS |
Year Ended 31.12.24 | Period 29.7.22 to 31.12.23 |
| £ | £ |
| Wages and salaries | 3,988,139 | 3,575,399 |
| Social security costs | 488,121 | 433,039 |
| Other pension costs | 183,272 | 160,964 |
| Other employee benefits | 244,963 | 183,521 |
| 4,904,496 | 4,352,923 |
| The average monthly number of employees during the year was as follows: |
Year Ended 31.12.24 | Period 29.7.22 to 31.12.23 |
| Office management | 26 | 27 |
| Production & sales | 41 | 39 |
| 67 | 66 |
| FST (Scotland) Ltd (Registered number: SC739770) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 5. | DIRECTORS' EMOLUMENTS |
Year Ended 31.12.24 |
Period 29.7.22 to 31.12.23 |
| £ | £ |
| Directors' Remuneration | 734,213 | 582,306 |
| Directors' pension contributions to money purchase schemes | 25,427 | 21,136 |
| Information regarding the highest paid director is as follows: |
Year Ended 31.12.24 |
Period 29.7.22 to 31.12.23 |
| £ | £ |
| Emoluments etc | 503,000 | 403,393 |
| Pension contributions to money purchase schemes | 15,000 | 14,375 |
| Five directors were members of defined contribution schemes. |
| 6. | OPERATING PROFIT |
| The operating profit is stated after charging: |
| Period |
| 29.7.22 |
| Year Ended | to |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Depreciation - owned assets |
| Loss on disposal of fixed assets |
| Computer software amortisation |
| Auditors' remuneration |
| Auditors' remuneration for non audit work |
| Operating lease rentals |
| Foreign exchange loss |
| Impairment of tangible fixed assets |
| 7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| Period |
| 29.7.22 |
| Year Ended | to |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Bank loan interest |
| HMRC Interest |
| FST (Scotland) Ltd (Registered number: SC739770) |
| 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: |
| Period |
| 29.7.22 |
| Year Ended | to |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Current tax: |
| UK corporation tax |
| Under/(over) provision in |
| prior year | (11,702 | ) | - |
| Total current tax |
| Deferred tax: |
| Origination and reversal of |
| timing differences |
| Underprovision in prior year | 12,758 | - |
| Total 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: |
| Period |
| 29.7.22 |
| Year Ended | to |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of |
| Effects of: |
| Expenses not deductible for tax purposes |
| Income not taxable for tax purposes | ( |
) |
| Adjustments to tax charge in respect of previous periods |
| Fixed asset differences | 46,886 | 859 |
| Remeasurement of deferred tax for changes in tax rates | - | 11,622 |
| Total tax charge | 912,352 | 703,240 |
| FST (Scotland) Ltd (Registered number: SC739770) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 9. | INTANGIBLE FIXED ASSETS |
| Computer |
| software |
| £ |
| COST |
| At 1 January 2024 |
| Additions |
| At 31 December 2024 |
| AMORTISATION |
| At 1 January 2024 |
| Amortisation for year |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 10. | TANGIBLE FIXED ASSETS |
| Fixtures |
| Improvements | Plant and | and |
| to property | machinery | fittings |
| £ | £ | £ |
| COST |
| At 1 January 2024 |
| Additions |
| Disposals | ( |
) | ( |
) |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| FST (Scotland) Ltd (Registered number: SC739770) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 10. | TANGIBLE FIXED ASSETS - continued |
| Motor | Computer |
| vehicles | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1 January 2024 |
| Additions |
| Disposals | ( |
) | ( |
) |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 11. | STOCKS |
| 2024 | 2023 |
| £ | £ |
| Stocks |
| Work-in-progress |
| Stock is stated after provisions of £845,158 (2023:£447,961). |
| There is no significant difference between the replacement cost of stock and its carrying amount. |
| 12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Trade debtors |
| Other debtors |
| Prepayments & accrued income |
| 13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Bank loans and overdrafts (see note 15) |
| Trade creditors |
| Corporation tax |
| Social security & other taxes |
| VAT | 705,840 | 778,401 |
| Accruals |
| FST (Scotland) Ltd (Registered number: SC739770) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 14. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Bank loans (see note 15) |
| 15. | 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 loan |
| Amounts falling due between two and five years: |
| Bank loans - 2-5 years |
| 16. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 2024 | 2023 |
| £ | £ |
| Within one year |
| Between one and five years |
| 17. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| 2024 | 2023 |
| £ | £ |
| Bank loans |
| The company's bankers have a floating charge over the assets of the company dated 12 January 2023. |
| 18. | PROVISIONS FOR LIABILITIES |
| 2024 | 2023 |
| £ | £ |
| Deferred tax | 228,854 | 194,764 |
| Deferred tax |
| £ |
| Balance at 1 January 2024 |
| Charge to Statement of Comprehensive Income during year |
| Under provision in prior year | 12,758 |
| Balance at 31 December 2024 |
| FST (Scotland) Ltd (Registered number: SC739770) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 18. | PROVISIONS FOR LIABILITIES - continued |
| The deferred tax liability relates to accelerated capital allowances. |
| 19. | CALLED UP SHARE CAPITAL |
| Allotted and issued: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary | 1 | 100 | 100 |
| The company issued 100 £1 ordinary shares on incorporation. |
| 20. | RESERVES |
| Retained |
| earnings |
| £ |
| At 1 January 2024 |
| Profit for the year |
| At 31 December 2024 |
| 21. | ULTIMATE CONTROLLING PARTY |
| The ultimate controlling party is Mr M Rattray who holds 60% of the issued share capital. |
| 22. | RELATED PARTY DISCLOSURES |
| FST (Scotland) ltd conducted transactions paid to or on behalf of a related company under mutual ownership amounting to £30,250 (2023: £nil).There were no amounts outstanding at year end (2023: £nil). |