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REGISTERED NUMBER: SC739770 (Scotland)






















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: Mr M Rattray
Mrs C Rattray
Mr J Rattray
Mr B Rattray
Mrs L McCabe





REGISTERED OFFICE: Silvertrees Drive
Silvertrees Business Park
Westhill
Aberdeen
Aberdeenshire
AB32 6BH





REGISTERED NUMBER: SC739770 (Scotland)





AUDITORS: Bennett Brooks & Co Limited
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:





Mr M Rattray - Director


5 September 2025

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.

Mr M Rattray
Mrs C Rattray
Mr J Rattray
Mr B Rattray
Mrs L McCabe

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:





Mr M Rattray - Director


5 September 2025

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.




Jason Leach FCA (Senior Statutory Auditor)
for and on behalf of Bennett Brooks & Co Limited
Chartered Accountants
& Statutory Auditors
St George's Court
Winnington Avenue
Northwich
Cheshire
CW8 4EE

5 September 2025

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 25,538,153 23,448,074

Cost of sales (15,237,128 ) (13,681,773 )
GROSS PROFIT 10,301,025 9,766,301

Distribution costs (288,612 ) (311,506 )
Administrative expenses (6,519,238 ) (6,189,856 )
3,493,175 3,264,939

Other operating income 200,961 100,009
OPERATING PROFIT 6 3,694,136 3,364,948

Interest receivable and similar income 13,075 8,150
3,707,211 3,373,098

Interest payable and similar expenses 7 (380,476 ) (476,105 )
PROFIT BEFORE TAXATION 3,326,735 2,896,993

Tax on profit 8 (912,352 ) (703,240 )
PROFIT FOR THE FINANCIAL YEAR 2,414,383 2,193,753

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

2,414,383

2,193,753

FST (Scotland) Ltd (Registered number: SC739770)

Balance Sheet
31 December 2024

2024 2023
Notes £ £
FIXED ASSETS
Intangible assets 9 53,871 62,703
Tangible assets 10 1,156,911 972,417
1,210,782 1,035,120

CURRENT ASSETS
Stocks 11 4,170,121 4,603,695
Debtors 12 4,613,053 3,868,835
Cash at bank 498,945 1,120,280
9,282,119 9,592,810
CREDITORS
Amounts falling due within one year 13 (3,184,383 ) (3,504,076 )
NET CURRENT ASSETS 6,097,736 6,088,734
TOTAL ASSETS LESS CURRENT
LIABILITIES

7,308,518

7,123,854

CREDITORS
Amounts falling due after more than one year 14 (2,471,428 ) (4,735,237 )

PROVISIONS FOR LIABILITIES 18 (228,854 ) (194,764 )
NET ASSETS 4,608,236 2,193,853

CAPITAL AND RESERVES
Called up share capital 19 100 100
Retained earnings 20 4,608,136 2,193,753
SHAREHOLDERS' FUNDS 4,608,236 2,193,853

The financial statements were approved by the Board of Directors and authorised for issue on 5 September 2025 and were signed on its behalf by:





Mr M Rattray - Director


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 100 - 100
Total comprehensive income - 2,193,753 2,193,753
Balance at 31 December 2023 100 2,193,753 2,193,853

Changes in equity
Total comprehensive income - 2,414,383 2,414,383
Balance at 31 December 2024 100 4,608,136 4,608,236

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 3,631,685 4,158,594
Interest paid (602 ) -
Tax paid (1,197,087 ) -
Net cash from operating activities 2,433,996 4,158,594

Cash flows from investing activities
Purchase of intangible fixed assets (8,218 ) -
Purchase of tangible fixed assets (416,543 ) (181,445 )
Sale of tangible fixed assets 38 -
Aquisition of trade and assets - (8,352,724 )
Interest received 13,075 8,150
Net cash from investing activities (411,648 ) (8,526,019 )

Cash flows from financing activities
New loans in year - 7,740,000
Loan repayments in year (2,263,809 ) (1,776,190 )
Interest paid (379,874 ) (476,105 )
Net cash from financing activities (2,643,683 ) 5,487,705

(Decrease)/increase in cash and cash equivalents (621,335 ) 1,120,280
Cash and cash equivalents at beginning of year 2 1,120,280 -

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 3,326,735 2,896,993
Depreciation charges 246,218 215,496
Loss on disposal of fixed assets 2,843 -
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 433,574 (1,659,360 )
(Increase)/decrease in trade and other debtors (744,218 ) 628,066
(Decrease)/increase in trade and other creditors (868 ) 1,522,853
Cash generated from operations 3,631,685 4,158,594

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 (621,335 ) 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 private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the Company Information page.

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


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
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. The financial statements have been prepared under the historical cost convention.

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 21,746,504 16,961,379
Europe 3,791,649 6,486,695
25,538,153 23,448,074

4. EMPLOYEES AND DIRECTORS




Year Ended
31.12.24


Period
29.7.22 to
31.12.23
£   £   
Wages and salaries3,988,1393,575,399
Social security costs488,121433,039
Other pension costs183,272160,964
Other employee benefits244,963183,521
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 management2627
Production & sales4139
6766

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 229,168 199,564
Loss on disposal of fixed assets 2,843 -
Computer software amortisation 17,050 15,933
Auditors' remuneration 35,030 24,000
Auditors' remuneration for non audit work 19,904 15,072
Operating lease rentals 677,040 698,418
Foreign exchange loss 72,910 37,283
Impairment of tangible fixed assets - 86,591

7. INTEREST PAYABLE AND SIMILAR EXPENSES
Period
29.7.22
Year Ended to
31.12.24 31.12.23
£ £
Bank loan interest 379,874 476,105
HMRC Interest 602 -
380,476 476,105

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 889,964 508,476
Under/(over) provision in
prior year (11,702 ) -
Total current tax 878,262 508,476

Deferred tax:
Origination and reversal of
timing differences 21,332 194,764
Underprovision in prior year 12,758 -
Total deferred tax 34,090 194,764

Tax on profit 912,352 703,240

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 3,326,735 2,896,993
Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 -
23.510%)

831,684

681,083

Effects of:
Expenses not deductible for tax purposes 32,736 9,676
Income not taxable for tax purposes (10 ) -
Adjustments to tax charge in respect of previous periods 1,056 -
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 205,059
Additions 8,218
At 31 December 2024 213,277
AMORTISATION
At 1 January 2024 142,356
Amortisation for year 17,050
At 31 December 2024 159,406
NET BOOK VALUE
At 31 December 2024 53,871
At 31 December 2023 62,703

10. TANGIBLE FIXED ASSETS
Fixtures
Improvements Plant and and
to property machinery fittings
£ £ £
COST
At 1 January 2024 - 962,718 403,171
Additions 282,106 22,220 47,190
Disposals - (6,726 ) (301 )
At 31 December 2024 282,106 978,212 450,060
DEPRECIATION
At 1 January 2024 - 505,069 219,057
Charge for year 3,308 58,910 28,910
Eliminated on disposal - (4,895 ) (217 )
At 31 December 2024 3,308 559,084 247,750
NET BOOK VALUE
At 31 December 2024 278,798 419,128 202,310
At 31 December 2023 - 457,649 184,114

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 335,890 275,456 1,977,235
Additions 25,837 39,190 416,543
Disposals - (9,424 ) (16,451 )
At 31 December 2024 361,727 305,222 2,377,327
DEPRECIATION
At 1 January 2024 114,800 165,892 1,004,818
Charge for year 88,278 49,762 229,168
Eliminated on disposal - (8,458 ) (13,570 )
At 31 December 2024 203,078 207,196 1,220,416
NET BOOK VALUE
At 31 December 2024 158,649 98,026 1,156,911
At 31 December 2023 221,090 109,564 972,417

11. STOCKS
2024 2023
£ £
Stocks 4,069,925 4,560,343
Work-in-progress 100,196 43,352
4,170,121 4,603,695

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 4,205,626 3,515,103
Other debtors 780 100
Prepayments & accrued income 406,647 353,632
4,613,053 3,868,835

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£ £
Bank loans and overdrafts (see note 15) 1,228,572 1,228,572
Trade creditors 526,058 517,232
Corporation tax 189,651 508,476
Social security & other taxes 354,979 278,645
VAT 705,840 778,401
Accruals 179,283 192,750
3,184,383 3,504,076

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) 2,471,428 4,735,237

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 1,228,572 1,228,572

Amounts falling due between one and two years:
Bank loan 1,228,572 1,228,572

Amounts falling due between two and five years:
Bank loans - 2-5 years 1,242,856 3,506,665

16. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2024 2023
£ £
Within one year 576,318 650,946
Between one and five years 578,997 984,654
1,155,315 1,635,600

17. SECURED DEBTS

The following secured debts are included within creditors:

2024 2023
£ £
Bank loans 3,700,000 5,963,809

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 194,764
Charge to Statement of Comprehensive Income during year 21,332
Under provision in prior year 12,758
Balance at 31 December 2024 228,854

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: £ £
100 Ordinary 1 100 100

The company issued 100 £1 ordinary shares on incorporation.

20. RESERVES
Retained
earnings
£

At 1 January 2024 2,193,753
Profit for the year 2,414,383
At 31 December 2024 4,608,136

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).