REGISTERED NUMBER: 00439454 (England and Wales)

Group Strategic Report, Report of the Directors and

Audited Consolidated Financial Statements for the Year Ended 31 December 2024

for

Cecil Macdonald & Co Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Consolidated Profit and loss

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

DIRECTORS:

S R Wescott

G I Sankey

SECRETARY:

D Gould

REGISTERED OFFICE:

Macdonald House

21-31 Kelvin Way

Crawley

West Sussex

RH10 9SP

REGISTERED NUMBER:

00439454 (England and Wales)

AUDITORS:

Brewers Chartered Accountants (Statutory Auditors)

Unit 3

Birtley Courtyard

Bramley

Surrey

GU5 0LA

The Group is one of the largest independent specialist distributors of beers, wines, spirits, consumables, fragrance and cosmetics in the United Kingdom supplying the travel retail sector which includes aircraft ground handling companies, airlines, train and ferry operators.

REVIEW OF THE BUSINESS

Cecil Macdonald & Co are the largest independently owned specialist distributor of beers, wines, spirits, consumables and fragrance products to the UK Travel Retail industry.

The year ending 31st December 2024 was a record trading year for our group with turnover reaching a record high in excess of £81 million.

Airline and Cruise ship supplies were the standout sectors, but strong performances from Rail operators and airport shops contributed to a very successful year's trading.

We successfully completed the planned move to a new Head Office and distribution facility close to Gatwick Airport, giving us capacity for further growth whilst working in a modern, efficient environment for our directors, management and staff.

During the year the group sold the properties and trade from which CMD Hotels & Catering operated, following a board decision to focus on core activities.

PRINCIPAL RISKS AND UNCERTAINTIES

We operate with international products purchased from several countries; therefore a currency exchange risk exists that needs to be factored into our planning.

Our customer relationships and business performance are key to our continued success, but we operate in a very competitive market, and we are always aware of our competitive set when submitting customer pricing.

FUTURE PLANS

The outlook for the company is very positive as we transition from 2024 into 2025.

HEALTH, SAFETY AND COMPLIANCE

The Directors encourage a positive Health & Safety and environmental culture within all areas of the business and our HMRC and CAA compliance/due diligence responsibilities are taken very seriously at all levels.

FINANCIAL PERFORMANCE

Significant growth was achieved in 2024 with turnover of £81.3 million compared to £65.6 million the prior year. This was accomplished through growth in the travel industry, expansion of our customer base and substantial increases in the range of products supplied to our customers.

The profit before tax for the financial year amounted to £3,942,520 (2023: £2,559,044) with the gross profit margin dipping from 11.3% to 11.2% reflecting the continuing inflationary cost pressures in the industry.

The directors use a range of performance indicators across the business as follows:

2024

2023

Gross margin

11.2%

11.3%

Liquidity

1.79

1.75

Debtor days

35 days

41 days

INDUSTRY ANALYSIS

The UK travel industry remains very buoyant and continues to recover at pace following the Covid pandemic. The appetite for travel and the propensity to spend whilst on those travels contributing greatly to our success.

COMPETITIVE LANDSCAPE

We have many competitors and are ever mindful of their presence in the industry, but we believe we offer a gold standard service, supplying all product categories to every sector of the Travel Retail business.

STRATEGIC OBJECTIVES

We aim to continue to develop our existing customer base and to invest in both people and infrastructure to enable us to be considered the best in class in our industry.

BY ORDER OF THE BOARD:

D Gould - Secretary

23 September 2025

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

PRINCIPAL ACTIVITIES

The principal activities of the group in the year under review were those of warehousing and distribution of beers, wines, spirits, consumables, fragrance and cosmetics to the travel retail sector includung aircraft ground handling companies, airlines, train and ferry operators.

DIVIDENDS

Interim dividends of £23.98 per share were paid during the year. The total distribution of dividends for the year ended 31 December 2024 will be £1,786,257.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

S R Wescott

G I Sankey

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Brewers Chartered Accountants, are deemed to be re-appointed under section 487(2) of the Companies Act 2006.

BY ORDER OF THE BOARD:

D Gould - Secretary

23 September 2025

Opinion

We have audited the financial statements of Cecil Macdonald & Co Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Profit and loss, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated 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 group's and of the parent company affairs as at 31 December 2024 and of the group'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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 group's and the parent 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 Group 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 Group 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 Group 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- the parent company's financial statements are not in agreement with the accounting records or 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 group's and the parent 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 group or the parent 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:

Discussions were held with, and enquiries made of, management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of those discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the group.

The following laws and regulations were identified as being of significance to the group:

- those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company law, tax and pensions legislation and distributable profits legislation.

- it is considered that there are no laws or regulations for which non-compliance may be fundamental to the operating aspects of the group.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the group complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of entries in the nominal ledger, including journal entries,; review of transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraudulent activity.

No instances of material non-compliance were identified; however, the likelihood of detecting irregularities, including fraud, is limited by an inherent difficulty in detecting irregularities, the effectiveness of the group's controls, and the nature, timing and extent of audit procedures undertaken. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from errors. As noted above, there is an unavoidable risk that material misstatements may not be detected even though the audit has been planned and performed in accordance with ISAs (UK).

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.

Andrew Skilton (Senior Statutory Auditor)

for and on behalf of Brewers Chartered Accountants (Statutory Auditors)

Unit 3

Birtley Courtyard

Bramley

Surrey

GU5 0LA

23 September 2025

TURNOVER

4

81,330,785

65,556,771

Cost of sales

72,241,671

58,093,199

GROSS PROFIT

9,089,114

7,463,572

Distribution costs

512,424

487,297

Administrative expenses

4,929,208

4,641,231

5,441,632

5,128,528

3,647,482

2,335,044

Other operating income

5

22,777

98,326

OPERATING PROFIT

8

3,670,259

2,433,370

Interest receivable and similar income

274,243

128,052

3,944,502

2,561,422

Interest payable and similar expenses

10

1,982

2,378

PROFIT BEFORE TAXATION

3,942,520

2,559,044

Tax on profit

11

905,270

709,213

PROFIT FOR THE FINANCIAL YEAR

3,037,250

1,849,831

Profit attributable to:

Owners of the parent

3,037,250

1,849,831

PROFIT FOR THE YEAR

3,037,250

1,849,831

OTHER COMPREHENSIVE INCOME

Impairment of freehold property

-

(140,000

)

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

(140,000

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

3,037,250

1,709,831

Total comprehensive income attributable to:

Owners of the parent

3,037,250

1,709,831

FIXED ASSETS

Tangible assets

14

938,375

1,654,105

Investments

15

-

-

938,375

1,654,105

CURRENT ASSETS

Stocks

16

4,072,501

3,597,194

Debtors

17

8,173,820

9,010,554

Cash at bank and in hand

6,910,132

2,596,790

19,156,453

15,204,538

CREDITORS

Amounts falling due within one year

18

10,686,748

8,632,966

NET CURRENT ASSETS

8,469,705

6,571,572

TOTAL ASSETS LESS CURRENT LIABILITIES

9,408,080

8,225,677

PROVISIONS FOR LIABILITIES

22

164,406

232,996

NET ASSETS

9,243,674

7,992,681

CAPITAL AND RESERVES

Called up share capital

23

74,500

74,500

Revaluation reserve

24

-

564,989

Capital redemption reserve

24

25,500

25,500

Retained earnings

24

9,143,674

7,327,692

SHAREHOLDERS' FUNDS

9,243,674

7,992,681

The financial statements were approved by the Board of Directors and authorised for issue on 23 September 2025 and were signed on its behalf by:

G I Sankey - Director

FIXED ASSETS

Tangible assets

14

882,161

1,347,117

Investments

15

16,776

16,776

898,937

1,363,893

CURRENT ASSETS

Stocks

16

3,419,702

3,368,604

Debtors

17

7,432,070

7,561,793

Cash at bank and in hand

5,377,990

2,518,233

16,229,762

13,448,630

CREDITORS

Amounts falling due within one year

18

8,230,967

7,688,994

NET CURRENT ASSETS

7,998,795

5,759,636

TOTAL ASSETS LESS CURRENT LIABILITIES

8,897,732

7,123,529

PROVISIONS FOR LIABILITIES

22

153,507

212,057

NET ASSETS

8,744,225

6,911,472

CAPITAL AND RESERVES

Called up share capital

23

74,500

74,500

Capital redemption reserve

24

25,500

25,500

Retained earnings

24

8,644,225

6,811,472

SHAREHOLDERS' FUNDS

8,744,225

6,911,472

Company's profit for the financial year

2,443,470

1,564,014

The financial statements were approved by the Board of Directors and authorised for issue on 23 September 2025 and were signed on its behalf by:

G I Sankey - Director

Called up

Capital

share

Retained

Revaluation

redemption

Total

capital

earnings

reserve

reserve

equity

£

£

£

£

£

Balance at 1 January 2023

100,000

6,327,861

704,989

-

7,132,850

Changes in equity

Issue of share capital

(25,500

)

-

-

-

(25,500

)

Total comprehensive income

-

999,831

(140,000

)

25,500

885,331

Balance at 31 December 2023

74,500

7,327,692

564,989

25,500

7,992,681

Changes in equity

Dividends

-

(1,786,257

)

-

-

(1,786,257

)

Total comprehensive income

-

3,602,239

(564,989

)

-

3,037,250

Balance at 31 December 2024

74,500

9,143,674

-

25,500

9,243,674

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2023

100,000

5,237,458

-

5,337,458

Changes in equity

Issue of share capital

(25,500

)

-

-

(25,500

)

Total comprehensive income

-

1,574,014

25,500

1,599,514

Balance at 31 December 2023

74,500

6,811,472

25,500

6,911,472

Changes in equity

Dividends

-

(1,786,257

)

-

(1,786,257

)

Total comprehensive income

-

3,619,010

-

3,619,010

Balance at 31 December 2024

74,500

8,644,225

25,500

8,744,225

Cash flows from operating activities

Cash generated from operations

1

6,315,518

402,175

Interest element of hire purchase payments paid

(1,982

)

(2,378

)

Tax paid

(921,977

)

(373,009

)

Net cash from operating activities

5,391,559

26,788

Cash flows from investing activities

Purchase of tangible fixed assets

(558,675

)

(434,818

)

Sale of intangible fixed assets

25,000

-

Sale of tangible fixed assets

1,051,138

117,820

Interest received

274,243

128,052

Net cash from investing activities

791,706

(188,946

)

Cash flows from financing activities

Capital repayments in year

(15,300

)

(18,360

)

Share buyback

-

(850,000

)

Equity dividends paid

(1,786,257

)

-

Net cash from financing activities

(1,801,557

)

(868,360

)

Increase/(decrease) in cash and cash equivalents

4,381,708

(1,030,518

)

Cash and cash equivalents at beginning of year

2

2,379,058

3,409,576

Cash and cash equivalents at end of year

2

6,760,766

2,379,058

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

2024

2023

£

£

Profit before taxation

3,942,520

2,559,044

Depreciation charges

257,404

172,157

Profit on disposal of fixed assets

(59,137

)

(8,514

)

Dilapidation provision

(157,000

)

112,500

Finance costs

1,982

2,378

Finance income

(274,243

)

(128,052

)

3,711,526

2,709,513

(Increase)/decrease in stocks

(475,307

)

576,029

Decrease/(increase) in trade and other debtors

836,734

(5,105,497

)

Increase in trade and other creditors

2,242,565

2,222,130

Cash generated from operations

6,315,518

402,175

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

6,910,132

2,596,790

Bank overdrafts

(149,366

)

(217,732

)

6,760,766

2,379,058

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

2,596,790

3,541,023

Bank overdrafts

(217,732

)

(131,447

)

2,379,058

3,409,576

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

2,596,790

4,313,342

6,910,132

Bank overdrafts

(217,732

)

68,366

(149,366

)

2,379,058

4,381,708

6,760,766

Debt

Finance leases

(15,300

)

15,300

-

(15,300

)

15,300

-

Total

2,363,758

4,397,008

6,760,766

1.	STATUTORY INFORMATION

Cecil Macdonald & Co Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

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

2.	STATEMENT OF COMPLIANCE

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.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

The parent company has taken exemption under Financial Reporting Standard 102, section 1.12 not to present its individual Statement of Cash Flows.

Going concern principle

The financial statements have been prepared on a going concern basis; the Directors have considered the basis of accounting in light of the strength of the Group Balance Sheet and consider that the adoption of the going concern principle is still appropriate.

Basis of consolidation

The consolidated financial statements incorporate the results of Cecil Macdonald & Co Limited and all of it's subsidiary undertakings as at 31 December 2024 using the acquisition or merger method of accounting as required. Where the acquisition method is used, the results of subsidiary undertakings are included from the date of acquisition.

Critical accounting judgements and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgements and estimates. The items in the financial statements where these judgements and estimates have been made include:

Critical management judgement in applying accounting policies

In the process of applying the company's accounting policies, management has made the following judgements, apart from those involving estimation, which have the most significant effect on the amounts recognised in the financial statements:

(a) Assessment of financial instruments

The company holds a number of financial instruments, and management exercised judgement in determining whether each instrument was basic or non-basic.

(b) Recognition of provisions and contingencies

Judgement is exercised by management to distinguish between provisions and contingencies.

Key sources of estimation

The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next reporting period:

(a) Determining net realisable value of stocks

In determining the net realisable value of stocks, management takes into account the most reliable evidence available at the dates the estimates are made.

(b) Estimating useful lives of property, plant and equipment

The company estimates the useful lives of property, plant and equipment based on the period over which the assets are expected to be available for use. The estimates useful lives of property, plant and equipment are reviewed periodically and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence and legal or other limits on the use of assets.

(c) Calculating deferred tax

Management estimation is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies.

Turnover

Turnover represents sales to external customers at invoiced amounts less Value Added Tax or local taxes on sales. Income is recognised on despatch of goods. Income on rebates is recognised when the right to the income arises.