REGISTERED NUMBER: SC424054 (Scotland)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

MATHIESONS BAKERY LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Statement of Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Cash Flow Statement

13

Notes to the Cash Flow Statement

14

Notes to the Financial Statements

15

DIRECTORS:

Mrs A A Fyvie

N P Wills

REGISTERED OFFICE:

2 Central Park Avenue

Central Park

Larbert

Central Region

FK5 4RX

REGISTERED NUMBER:

SC424054 (Scotland)

AUDITORS:

William Evans & Partners

20 Harcourt Street

London

W1H 4HG

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

Mathiesons Bakery Limited's objective is to be the chosen supplier of crafted cake, delicious chilled treats and ambient cake. We achieve this by providing quality products, high levels of service and being at the forefront of innovation.

Within the market, our competitive position is strong due to our high quality production facility, industry and customer accreditation and the hand finished products we manufacture.

After two years of dramatic increases in raw materials prices in 2021 and 2022, 2023 and 2024 have seen the beginning of a return to stability, so that the company was able to recover a part of its margin.The outlook for prices remains uncertain. Additionally, the scarcity of labour experienced in the food production areas provided a challenge for the company to achieve its targets

Gross margin showed an improvement from 2023, from 20.12% in 2023 to 20.26% in 2024. Thus it remains well short of the target achieved in 2021 of 22.79% and in 2020 of 24.77%. The company is still working to recover from increases in raw material prices, which have been difficult to pass on to its customers.

The company is now engaged in ongoing discussions with its customers to restore margins and a fall in general inflation and stability in prices will enable the company to return to profitability in the medium term. The current cost of living crisis gives some uncertainty as to whether the company will achieve forecasts for sales revenues and therefore profits in the current year.

The company has been able to absorb these losses and continue its operations due to the continuing support from its shareholders, who invested a further £900,000 in the company's shares in the year.

Future developments

For the future development of the company Mathiesons Bakery Limited continues to seek to differentiate itself by achieving high standards in, and remaining competitive at, innovation, product quality, pricing, responsiveness, customer service, product range and category and customer insight.

PRINCIPAL RISKS AND UNCERTAINTIES

Commercial risks

The company operates in a highly competitive industry. To protect its interest the company seeks to differentiate itself by promoting "Mathiesons" as the brand name, by careful monitoring of pricing and by strict adherence to quality and food safety standards..

Food safety risk

As a manufacturer of food stuffs intended to be sold and eaten without further cooking or processing the major risk the company faces is that its product will be found to be unsafe to eat. The company ensures this will not occur by rigorous safety and hygiene standards and quality control. That these are successful is borne out by customer and FSA quality audits.

Credit risk

The company gives credit to customers and is therefore at risk of loss if customers do not pay. The company mitigates this by selling only to companies with strong and proven credit records.

Financial risk

The company continues to trade with the support of invoice discounters and finance provided by its parent company, Prestige Bakeries Limited. The company meets this risk by obtaining assurance from its parent company and its investors that they will continue to support the business.

ON BEHALF OF THE BOARD:

N P Wills - Director

25 August 2025

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

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.

Mrs A A Fyvie

N P Wills

Other changes in directors holding office are as follows:

N T Brainsby - resigned 5 February 2024

GOING CONCERN AND LIQUIDITY RISK

The objective for the year was to continue to see growth by establishing the business as a recognised national supplier of artisan quality products to the UK retail industry. The growth of the business in this year was by gaining national and regional sales through core supermarkets and by expansion of the company's product range.

In the event, in common with other manufacturers, operations were severely impacted by inflation of raw material and utility prices,so that the result was worse than had been anticipated. The directors expect the company to trade through this period of inflationary price increases and remain confident that going forward the business will generate or otherwise secure any additional working capital that may be required, that allows the business, based on current projections, to be able to satisfy its creditors. As such, the directors feel that the business will be capable of operation as a solvent entity and as a going concern.

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, William Evans & Partners, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

N P Wills - Director

25 August 2025

Opinion

We have audited the financial statements of Mathiesons Bakery Limited (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 loss 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.

Responsibilities of directors

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

In preparing the financial statements, the directors are responsible for assessing the 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:

We obtained an understanding of the legal and regulatory frameworks that are applicable to the entity and determined that the most significant are those that relate to laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act and tax legislation; and those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty. We concluded that overstatement of turnover and going concern were the key risks.

Our risk assessment procedures included making fraud enquiries of management and directors and using analytical procedures to identify any unusual or unexpected relationships.

We communicated identified fraud risks, and law and regulations in respect of which irregularities might arise, throughout the audit team and remained alert to any indications of fraud or non compliance with laws and regulations throughout the audit.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; enquiring of management and external legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations;and reading minutes of meetings of those charged with governance and reviewing correspondence with HMRC.

Owing to the inherent limitations of an audit there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and executed our work in accordance with auditing standards.

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.

Stephen William Evans (Senior Statutory Auditor)

for and on behalf of William Evans & Partners

20 Harcourt Street

London

W1H 4HG

25 August 2025

TURNOVER

13,433,144

13,202,046

Cost of sales

(10,727,575

)

(10,545,549

)

GROSS PROFIT

2,705,569

2,656,497

Administrative expenses

(3,695,163

)

(3,327,083

)

(989,594

)

(670,586

)

Other operating income

4

-

72,239

OPERATING LOSS

6

(989,594

)

(598,347

)

Gain/loss on revaluation of tangible assets

-

49,600

(989,594

)

(548,747

)

Interest payable and similar expenses

8

(147,536

)

235,974

LOSS BEFORE TAXATION

(1,137,130

)

(312,773

)

Tax on loss

9

-

(8,000

)

LOSS FOR THE FINANCIAL YEAR

(1,137,130

)

(320,773

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(1,137,130

)

(320,773

)

FIXED ASSETS

Intangible assets

10

-

1

Tangible assets

11

3,024,087

3,103,737

3,024,087

3,103,738

CURRENT ASSETS

Stocks

12

351,985

396,475

Debtors

13

1,991,188

2,349,666

Cash at bank

185,897

95,429

2,529,070

2,841,570

CREDITORS

Amounts falling due within one year

14

(5,395,185

)

(5,535,545

)

NET CURRENT LIABILITIES

(2,866,115

)

(2,693,975

)

TOTAL ASSETS LESS CURRENT LIABILITIES

157,972

409,763

CREDITORS

Amounts falling due after more than one year

15

(2,466

)

(17,127

)

PROVISIONS FOR LIABILITIES

19

(30,000

)

(30,000

)

NET ASSETS

125,506

362,636

CAPITAL AND RESERVES

Called up share capital

20

11,569,501

10,669,501

Retained earnings

21

(11,443,995

)

(10,306,865

)

SHAREHOLDERS' FUNDS

125,506

362,636

The financial statements were approved by the Board of Directors and authorised for issue on 25 August 2025 and were signed on its behalf by:

N P Wills - Director

Mrs A A Fyvie - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

10,669,501

(9,986,092

)

683,409

Changes in equity

Total comprehensive income

-

(320,773

)

(320,773

)

Balance at 31 December 2023

10,669,501

(10,306,865

)

362,636

Changes in equity

Issue of share capital

900,000

-

900,000

Total comprehensive income

-

(1,137,130

)

(1,137,130

)

Balance at 31 December 2024

11,569,501

(11,443,995

)

125,506

Cash flows from operating activities

Cash generated from operations

1

(41,530

)

(1,254,621

)

Interest paid

(147,536

)

235,974

Net cash from operating activities

(189,066

)

(1,018,647

)

Cash flows from investing activities

Purchase of tangible fixed assets

(136,349

)

(248,537

)

Sale of tangible fixed assets

-

39,885

Net cash from investing activities

(136,349

)

(208,652

)

Cash flows from financing activities

Loans repayments to factor

(439,481

)

(112,150

)

Loan repayments in year

(10,493

)

(10,745

)

Loans from group company

636

1,445,619

Capital repayments in year

(34,779

)

(29,665

)

Share issue

900,000

-

Net cash from financing activities

415,883

1,293,059

Increase in cash and cash equivalents

90,468

65,760

Cash and cash equivalents at beginning of year

2

95,429

29,669

Cash and cash equivalents at end of year

2

185,897

95,429

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Loss before taxation

(1,137,130

)

(312,773

)

Depreciation charges

216,000

261,249

Gain on revaluation of fixed assets

-

(49,600

)

Finance costs

147,536

(235,974

)

(773,594

)

(337,098

)

Decrease in stocks

44,490

43,288

Decrease/(increase) in trade and other debtors

358,478

(377,146

)

Increase/(decrease) in trade and other creditors

329,096

(583,665

)

Cash generated from operations

(41,530

)

(1,254,621

)

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

185,897

95,429

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

95,429

29,669

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

95,429

90,468

185,897

95,429

90,468

185,897

Debt

Finance leases

(34,779

)

34,779

-

Debts falling due within 1 year

(10,434

)

(57

)

(10,491

)

Debts falling due after 1 year

(13,016

)

10,550

(2,466

)

(58,229

)

45,272

(12,957

)

Total

37,200

135,740

172,940

1.	GROUP STRUCTURE

Mathiesons Bakery Limited is a wholly owned subsidiary of Prestige Bakeries Limited, a private company registered in England and Wales.

2.	STATUTORY INFORMATION

Mathiesons Bakery Limited 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.

3.	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, subject to a freehold property shown at valuation.

Going concern

The company meets its day to day working capital requirements through its banking facilities and funding from its parent company Prestige Bakeries Limited

The trading environment in 2024 remained challenging, and while the rate of inflation reduced during the year it appears that prices of raw materials, packaging and power have remained high, and there is a severe shortage of labour in the food manufacturing sector which has been a challenge. Despite this the directors believe that the budgets and forecasts made for 2025 can be achieved, and the directors have obtained agreement from its parent company to continue support as required.

After making enquiries and considering the uncertainties described above the directors have a reasonable expectation that the company will have adequate resources to continue in operational existence for the foreseeable future. For these reasons they continue to adopt the going concern basis of accounting in preparing the financial statements..

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2012, is being amortised evenly over its estimated useful life of twenty years.

Intangible assets

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

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Freehold property

-

2% on cost

Short leasehold

-

20% on cost

Plant and machinery

-

10% on cost

Stocks

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

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.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

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.

4.	OTHER OPERATING INCOME

2024

2023

£

£

Other income

-

72,239

5.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

3,856,008

3,429,890

Social security costs

314,490

291,046

Other pension costs

69,672

47,855

4,240,170

3,768,791

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

2024

2023

Manufacturing wages

117

112

Administrative salaries

27

27

144

139

2024

2023

£

£

Directors' remuneration

162,400

172,477

Directors' pension contributions to money purchase schemes

2,642

2,642

6.	OPERATING LOSS

The operating loss is stated after charging:

2024

2023

£

£

Hire of plant and machinery

122,777

123,922

Depreciation - owned assets

216,000

261,249

Auditors' remuneration

15,800

16,000

Auditors' remuneration for non audit work

14,818

6,800

7.	EXCEPTIONAL ITEMS

2024

2023

£

£

Exceptional credit to interest

-

431,255

The exceptional credit to interest is the annulment of an accrual for interest payable to the company's holding company that has been accrued over many years, on the grounds that this sum is no longer payable.

8.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Other interest

20,520

93,334

Factoring charges

103,795

101,947

Loan arrangement fees

23,221

-

Exceptional credit to interest

-

(431,255

)

147,536

(235,974

)

9.

TAXATION

There is no liability to Corporation Tax on the result of the year, and the company has tax losses to carry forward against future profits of £10,241,355

The company receives tax credits for Research and Development work. There was no claim in either 2024 or 2023.

The company provides deferred taxation at expected rates of 25% on the revaluation surplus on the freehold property. The provision made is £30,000 ( 2023: £30,000).

10.	INTANGIBLE FIXED ASSETS

Goodwill

£

COST

At 1 January 2024

and 31 December 2024

1

AMORTISATION

At 1 January 2024

and 31 December 2024

1

NET BOOK VALUE

At 31 December 2024

-

At 31 December 2023

-

11.	TANGIBLE FIXED ASSETS

Freehold

Short

Plant and

property

leasehold

machinery

Totals

£

£

£

£

COST OR VALUATION

At 1 January 2024

1,990,000

3,500

2,834,021

4,827,521

Additions

-

-

136,349

136,349

At 31 December 2024

1,990,000

3,500

2,970,370

4,963,870

DEPRECIATION

At 1 January 2024

-

3,500

1,720,283

1,723,783

Charge for year

-

-

216,000

216,000

At 31 December 2024

-

3,500

1,936,283

1,939,783

NET BOOK VALUE

At 31 December 2024

1,990,000

-

1,034,087

3,024,087

At 31 December 2023

1,990,000

-

1,113,738

3,103,738

The freehold land and buildings are secured by a mortgage in favour of the company's ultimate parent company, Pemcap Food Investments Limited.

Cost or valuation at 31 December 2024 is represented by:

Freehold

Short

Plant and

property

leasehold

machinery

Totals

£

£

£

£

Valuation in 2023

1,990,000

-

-

1,990,000

Cost

-

3,500

2,970,370

2,973,870

1,990,000

3,500

2,970,370

4,963,870