MACINTYRE CHOCOLATE SYSTEMS LIMITED
SC055262
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
MHA
12 CARDEN PLACE
ABERDEEN
AB10 1UR
MACINTYRE CHOCOLATE SYSTEMS LIMITED
COMPANY INFORMATION
Directors
Joseph John Gorman
Armin Hardt
Secretary
Marc Couttie
Company number
SC055262
Registered office
Sir William Smith Road
Kirkton Industrial Estate
Arbroath
Angus
DD11 3RD
Auditor
MHA
12 Carden Place
Aberdeen
AB10 1UR
Bankers
Royal Bank of Scotland plc
Arbroath
Brothock Bridge
Arbroath
Solicitors
BTO Solicitors LLP
48 St Vincent Street
Glasgow
G2 5HS
MACINTYRE CHOCOLATE SYSTEMS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Statement of cash flows
11
Notes to the financial statements
12 - 25
MACINTYRE CHOCOLATE SYSTEMS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

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

Review of the business

The directors are focused on designing and providing customers worldwide with specialised & innovative machinery, components and service of the highest standard and quality. To the end we are pleased with the overall growth of 18% to £9.7M sales compared to £8.2M in 2023. Our pre-tax profits also increased to £982k compared to £473k in 2023.

Principal risks and uncertainties

The principal risks and uncertainties affecting the company relate to ongoing price inflation in the key inputs of labour, commodity materials and energy, combined with global market trends and competition from lower quality competitors. The key risks are managed through procurement contracts, frequent pricing reviews and an unfailing focus on the quality of our machinery and service.

Development and performance

We have developed a new product which will be known as the Synergy 6000 which is a combination of an RC6000Di and a Bauermeister Universal Mill. The Synergy 6000 will increase MacIntyres ability to grow sales within a new customer base. The Synergy 6000 will offer customers a compact design, highly flexible, extremely energy efficient, semi continuous production and potential lights out factory capability if used in conjunction with our particle track analyser.

R&D is vital to our evolution, MacIntyre have an opportunity to excel with finding new application fields by entering a Knowledge Transfer Partnership with Abertay University in Dundee. As part of our 2025 strategy, MacIntyre have identified possible new application fields and market opportunities by upcycling waste products which will be explored through this partnership.

We go into 2025 with a record order book supported by existing and new customers.

Key performance indicators

The directors rely upon a number of financial and non-financial KPIs such as order book value, revenue, margin and several other QHSE metrics, for the period under review and forecast. These are all considered to be in line with expectations.

Other performance indicators

The business is also on a journey to become net zero by 2026 which has been enhanced with the significant addition of solar panels in 2023.

On behalf of the board

Armin Hardt
Director
16 July 2025
MACINTYRE CHOCOLATE SYSTEMS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity and core business of the company continued to be the design and manufacture of specialised machinery.

Results and dividends

The profit for the year, after taxation, amounted to £1,052,620 (2023 - £356,327).

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Joseph John Gorman
Armin Hardt
Auditor

The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP.

MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Going concern

At 31 December 2024 the company had net assets of £3,545,938 (2023 - £2,493,318), net current assets of £592,975 (2023 - liability of £138,351) and made a profit after tax of £1,052,620 (2023 - £356,327) for the year.

The company designs and manufactures specialised machinery primarily for use by the chocolate industry. Forecasts have been prepared for the period until December 2025, including a cash flow forecast, which demonstrate the company has sufficient liquidity for the required period of assessment. In addition, a reverse stress test has been performed to assess the liquidity of the company should no further revenue be generated other than confirmed orders. In that scenario, the company would be dependent upon its ultimate parent to provide financial support. The directors of the parent company have confirmed their support in writing for a period no less than 12 months from the date of approval of the financial statements.

Accordingly, the directors do not consider there to be a material uncertainty arising over the going concern basis of preparation of the financial statements.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

MACINTYRE CHOCOLATE SYSTEMS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
On behalf of the board
Armin Hardt
Director
16 July 2025
MACINTYRE CHOCOLATE SYSTEMS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -

The directors are responsible for preparing the annual report 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; and

- 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.

MACINTYRE CHOCOLATE SYSTEMS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MACINTYRE CHOCOLATE SYSTEMS LIMITED
- 5 -
Opinion

We have audited the financial statements of MacIntyre Chocolate Systems Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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 the Company's profit for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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.

MACINTYRE CHOCOLATE SYSTEMS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MACINTYRE CHOCOLATE SYSTEMS LIMITED
- 6 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report 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 identifie d material misstatements in the strategic report or the directors' r eport.

We have nothing to report in respect of the following matters in relation to which 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 directors' r esponsibilities s tatement, 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 is 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.

Auditor's 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 an auditor's report 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.

We assessed the susceptibility of the company's financial statements to material misstatements and how fraud might occur, including through discussions with the directors, discussions with our audit team planning meeting updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements.

We identified laws and regulations that are of significant in the context of the company by discussions with directors, corresponding with external legal advisors and by updating our understanding of the sector in which the company operates. Laws and regulations of direct significance in the context of the company include UK GAAP, Companies Act 2006, export and import legislation and health and safety legislation as they relate to manufacturing premises.

MACINTYRE CHOCOLATE SYSTEMS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MACINTYRE CHOCOLATE SYSTEMS LIMITED
- 7 -

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

The procedures we designed and executed included:

- enquiry of the directors and where appropriate, management as to whether:

- the company is in compliance with laws and regulations that have a material effect on the financial statements;

- they have any knowledge of any actual, suspected or alleged fraud; in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business;

- performing analytical procedures to identify unusual or unexpected relationships that may indicate risks of material misstatement due to fraud. Areas of identified risk were then tested substantively;

- assessing whether the accounting policies, treatments and presentation adopted in the financial statements is in accordance with applicable laws and regulations and whether there were instances of potential bias in areas with significant degrees of judgement such as revenue recognition;

- vouching balances and reconciling items in management's key control account reconciliations to supporting documentation as at 31 December 2024; and

- carrying out detailed testing, on a sample basis, of material transactions, financial statements categories and balances to appropriate documentary evidence to verify the completeness, occurrence and accuracy of the reported financial statements. In particular, our testing focussed on the accounting transactions in respect of those areas identified as high risk; stock and work in progress at 31 December 2024, revenue recognition and management over-ride.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities This description forms part of our auditor’s report.

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 an auditor's report 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.

William Anderson BA CA (Senior Statutory Auditor)
For and on behalf of MHA
Statutory Auditor
12 Carden Place
Aberdeen
AB10 1UR
16 July 2025
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)
MACINTYRE CHOCOLATE SYSTEMS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
Notes
£
£
Turnover
3
9,719,348
8,202,620
Cost of sales
(5,477,993)
(4,861,570)
Gross profit
4,241,355
3,341,050
Distribution costs
(598,630)
(562,272)
Administrative expenses
(2,629,635)
(2,274,540)
Other operating income
8,355
31,401
Operating profit
4
1,021,445
535,639
Interest receivable and similar income
8
30,000
30,000
Interest payable and similar expenses
9
(69,325)
(92,762)
Profit before taxation
982,120
472,877
Tax on profit
10
70,500
(116,550)
Profit for the financial year
1,052,620
356,327

The profit and loss account has been prepared on the basis that all operations are continuing operations.

MACINTYRE CHOCOLATE SYSTEMS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
11
43,231
60,030
Tangible assets
12
3,102,440
2,785,875
Investments
13
202,005
202,005
3,347,676
3,047,910
Current assets
Stocks
15
1,849,043
2,220,248
Debtors
16
1,029,560
1,207,346
Cash at bank and in hand
726,169
34,024
3,604,772
3,461,618
Creditors: amounts falling due within one year
17
(3,011,797)
(3,599,969)
Net current assets/(liabilities)
592,975
(138,351)
Total assets less current liabilities
3,940,651
2,909,559
Creditors: amounts falling due after more than one year
18
(14,747)
(36,275)
Provisions for liabilities
Deferred tax liability
20
379,966
379,966
(379,966)
(379,966)
Net assets
3,545,938
2,493,318
Capital and reserves
Called up share capital
23
500,000
500,000
Profit and loss reserves
3,045,938
1,993,318
Total equity
3,545,938
2,493,318

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 16 July 2025 and are signed on its behalf by:
Armin Hardt
Director
Company registration number SC055262 (Scotland)
MACINTYRE CHOCOLATE SYSTEMS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
500,000
1,636,991
2,136,991
Year ended 31 December 2023:
Profit and total comprehensive income
-
356,327
356,327
Balance at 31 December 2023
500,000
1,993,318
2,493,318
Year ended 31 December 2024:
Profit and total comprehensive income
-
1,052,620
1,052,620
Balance at 31 December 2024
500,000
3,045,938
3,545,938
MACINTYRE CHOCOLATE SYSTEMS LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
26
1,762,822
202,326
Interest paid
(69,325)
(92,762)
Income taxes (paid)/refunded
(53,426)
129,753
Net cash inflow from operating activities
1,640,071
239,317
Investing activities
Purchase of intangible assets
(3,512)
-
0
Purchase of tangible fixed assets
(490,402)
(309,382)
Proceeds from disposal of tangible fixed assets
8,596
-
0
Dividends received
30,000
30,000
Net cash used in investing activities
(455,318)
(279,382)
Financing activities
Payment of finance leases obligations
(21,528)
(1,034)
Net cash used in financing activities
(21,528)
(1,034)
Net increase/(decrease) in cash and cash equivalents
1,163,225
(41,099)
Cash and cash equivalents at beginning of year
(996,602)
(955,503)
Cash and cash equivalents at end of year
166,623
(996,602)
Relating to:
Cash at bank and in hand
726,169
34,024
Bank overdrafts included in creditors payable within one year
(559,546)
(1,030,626)
MACINTYRE CHOCOLATE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
1
Accounting policies
Company information

MacIntyre Chocolate Systems Limited is a private company limited by shares incorporated in Scotland. The registered office and principal place of business is Sir William Smith Road, Kirkton Industrial Estate, Arbroath, Angus, DD11 3RD.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

At 31 December 2024 the company had net assets of £3,545,938 (2023 - £2,493,318), net current assets of £592,975 (2023 - liability of £138,351) and made a profit after tax of £1,0552,620 (2023 - £356,327) for the year. true

The company designs and manufactures specialised machinery primarily for use by the chocolate industry. Forecasts have been prepared for the period until December 2025, including a cash flow forecast, which demonstrate the company has sufficient liquidity for the required period of assessment. Additionally, the directors of the parent company have confirmed their support in writing for a period no less than 12 months from the date of approval of the financial statements.

Accordingly, the directors do not consider there to be a material uncertainty arising over the going concern basis of preparation of the financial statements.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recover ed.

MACINTYRE CHOCOLATE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
1.4
Research and development expenditure

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised d evelopment costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

1.5
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Designs and drawings
50 years useful life
Software
5 years useful life
1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold property
2% straight line
Plant and machinery
20% straight line or 15% reducing balance
Motor vehicles
25% reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.7
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

MACINTYRE CHOCOLATE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.8
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.9
Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. W ork in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is r educed to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the statement of income and retained earnings.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.10
Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

MACINTYRE CHOCOLATE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.11
Financial instruments

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

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

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

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

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

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

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

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

MACINTYRE CHOCOLATE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
Basic financial liabilities

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

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

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

Other financial liabilities

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.12
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.13
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

MACINTYRE CHOCOLATE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.14
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.15
Retirement benefits

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations. The contributions are recognised as an expense in the statement of income and retained earnings when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently a dministered funds.

1.16
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.17
Government grants

Government grants are recognised at the fair value of the asset receive d or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.18
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

MACINTYRE CHOCOLATE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Intangible fixed assets

Determining whether there are indicators of impairment of the company's intangible assets. Factors taken into consideration in reaching such a decision include the expected future financial performance of the asset.

Tangible fixed assets

Determining whether there are indicators of impairment of the company's tangible assets. Factors taken into consideration in reaching such a decision include the condition and expected future financial performance of the asset.

Stock and work in progress valuation

Stock and work in progress are carried out at the lower of cost and net realisable value. A provision is made for slow moving and older items which may not be fully recoverable.

Warranty claims

A provision is made in the financial statements which represents the directors' best estimate at the balance sheet date, of the financial impact on the company of potential warranty or performance claims.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
699,181
87,982
Rest of Europe
2,259,067
3,283,527
Rest of the world
6,761,100
4,831,111
9,719,348
8,202,620
2024
2023
£
£
Other revenue
Dividends received
30,000
30,000
Grants received
10,855
1,401
MACINTYRE CHOCOLATE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
4
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange gains
(5,282)
(33,905)
Government grants
(10,855)
(1,401)
Depreciation of owned tangible fixed assets
173,837
152,999
(Profit)/loss on disposal of tangible fixed assets
(8,596)
8,596
Amortisation of intangible assets
20,311
40,683
Operating lease charges
41,175
40,310
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
28,417
29,865
For other services
Taxation compliance services
3,176
17,530
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Administration
23
22
Manufacturing
31
30
Total
54
52

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
1,671,660
1,840,693
Social security costs
183,021
176,195
Pension costs
125,071
71,122
1,979,752
2,088,010
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
97,282
97,154
MACINTYRE CHOCOLATE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
8
Interest receivable and similar income
2024
2023
£
£
Other income from investments
Dividends received
30,000
30,000
9
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
60,858
33,920
Other interest on financial liabilities
8,467
58,842
69,325
92,762
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
-
0
58,122
Adjustments in respect of prior periods
(70,500)
-
0
Total current tax
(70,500)
58,122
Deferred tax
Origination and reversal of timing differences
-
0
58,428
Total tax (credit)/charge
(70,500)
116,550

The actual (credit)/charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
982,120
472,877
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.40%)
245,530
110,653
Tax effect of expenses that are not deductible in determining taxable profit
874
10,790
Tax effect of income not taxable in determining taxable profit
(7,500)
(7,020)
Tax effect of utilisation of tax losses not previously recognised
(238,904)
-
0
Adjustments in respect of prior years
(70,500)
-
0
Effect of change in corporation tax rate
-
0
846
Permanent capital allowances in excess of depreciation
-
0
1,281
Taxation (credit)/charge for the year
(70,500)
116,550
MACINTYRE CHOCOLATE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
11
Intangible fixed assets
Designs and drawings
Software
Total
£
£
£
Cost
At 1 January 2024
44,426
208,479
252,905
Additions
-
0
3,512
3,512
At 31 December 2024
44,426
211,991
256,417
Amortisation and impairment
At 1 January 2024
8,492
184,383
192,875
Amortisation charged for the year
1,114
19,197
20,311
At 31 December 2024
9,606
203,580
213,186
Carrying amount
At 31 December 2024
34,820
8,411
43,231
At 31 December 2023
35,934
24,096
60,030
12
Tangible fixed assets
Freehold property
Plant and machinery
Motor vehicles
Total
£
£
£
£
Cost
At 1 January 2024
1,515,482
4,078,253
4,174
5,597,909
Additions
42,371
448,031
-
0
490,402
At 31 December 2024
1,557,853
4,526,284
4,174
6,088,311
Depreciation and impairment
At 1 January 2024
264,794
2,543,066
4,174
2,812,034
Depreciation charged in the year
43,035
130,802
-
0
173,837
At 31 December 2024
307,829
2,673,868
4,174
2,985,871
Carrying amount
At 31 December 2024
1,250,024
1,852,416
-
0
3,102,440
At 31 December 2023
1,250,688
1,535,187
-
0
2,785,875

The net book value of assets held under hire purchase agreements is £80,000 (202 3 - £80,000).

13
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
14
202,005
202,005
MACINTYRE CHOCOLATE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
13
Fixed asset investments
(Continued)
- 22 -

The subsidiary undertaking is of the company: MacIntyre Systems Limited, Sir William Road, Kirkton Industrial Estate, Arbroath, Angus, DD11 1RQ. Ordinary shareholding of 100%.

14
Subsidiaries
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Macintyre Systems Limited
102,310
38,805
15
Stocks
2024
2023
£
£
Raw materials and consumables
1,467,837
1,997,653
Work in progress
381,206
222,595
1,849,043
2,220,248
16
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
844,169
826,009
Corporation tax recoverable
70,500
-
0
Other debtors
67,062
348,861
Prepayments and accrued income
47,829
32,476
1,029,560
1,207,346
MACINTYRE CHOCOLATE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
17
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Bank loans and overdrafts
19
559,546
1,030,626
Obligations under finance leases
31,563
31,563
Trade creditors
683,113
639,645
Amounts owed to group undertakings
-
0
260,240
Corporation tax
2,394
55,820
Other taxation and social security
42,949
42,456
Government grants
21
155,445
166,301
Other creditors
194,482
5,411
Accruals and deferred income
1,342,305
1,367,907
3,011,797
3,599,969

The Royal Bank of Scotland plc holds a s tandard s ecurity over the premises at Sir William Smith R oa d, Kirkton Industrial Estate, Arbroa th together with a b ond and f loating charge over the whole assets of the company.

18
Creditors: amounts falling due after more than one year
2024
2023
£
£
Obligations under finance leases
14,747
36,275
19
Loans and overdrafts
2024
2023
£
£
Bank overdrafts
559,546
1,030,626
Payable within one year
559,546
1,030,626
20
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
379,966
379,966
There were no deferred tax movements in the year.
MACINTYRE CHOCOLATE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
21
Government grants
2024
2023
£
£
Arising from government grants
155,445
166,301

Deferred grant income represents funding received in respect of grant contribution towards capital expenditure. The grant income is deferred and subsequently amortised in line with the depreciation of the related tangible fixed assets.

22
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
125,071
71,122

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

23
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
500,000
500,000
500,000
500,000
24
Related party transactions

As a wholly owned subsidiary of PROBAT Werke von Gimborn GmbH, the company has taken advantage of the exemption in section 33.1A of FRS 102 not to disclose transactions with wholly owned group companies.

25
Ultimate controlling party

The company's immediate parent is Hamburg-Dresdner Maschienfabrik GmbH. The ultimate controlling party is PROBAT Werke von Gimborn GmbH, a company registered in Germany.

The smallest and largest group in which the results of the company are consolidated is that headed by PROBAT Werke von Gimborn GmbH. Financial statements are available from Resser Str. 94, 46446 Emmerich am Rhein, Germany.

MACINTYRE CHOCOLATE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
26
Cash generated from operations
2024
2023
£
£
Profit after taxation
1,052,620
356,327
Adjustments for:
Taxation (credited)/charged
(70,500)
116,550
Finance costs
69,325
92,762
Investment income
(30,000)
(30,000)
(Gain)/loss on disposal of tangible fixed assets
(8,596)
8,596
Amortisation and impairment of intangible assets
20,311
40,683
Depreciation and impairment of tangible fixed assets
173,837
152,999
Movements in working capital:
Decrease/(increase) in stocks
371,205
(391,732)
Decrease/(increase) in debtors
248,286
(192,606)
(Decrease)/increase in creditors
(52,810)
37,264
(Decrease)/increase in deferred income
(10,856)
11,483
Cash generated from operations
1,762,822
202,326
27
Analysis of changes in net funds/(debt)
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
34,024
692,145
726,169
Bank overdrafts
(1,030,626)
471,080
(559,546)
(996,602)
1,163,225
166,623
Obligations under finance leases
(67,838)
21,528
(46,310)
(1,064,440)
1,184,753
120,313
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