REGISTERED NUMBER: SC648485 (Scotland)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements For The Year Ended 31 December 2024

for

Foodservice Equipment Marketing Holdings

Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Consolidated Statement of Comprehensive Income

8

Consolidated Statement of Financial Position

9

Company Statement of Financial Position

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Statement of Cash Flows

13

Notes to the Consolidated Statement of Cash Flows

14

Notes to the Consolidated Financial Statements

15

DIRECTORS:

H Hogan

M P Hogan

REGISTERED OFFICE:

10 Carron Place

Kelvin Industrial Estate

East Kilbride

Glasgow

G75 OYL

REGISTERED NUMBER:

SC648485 (Scotland)

INDEPENDENT AUDITORS:

Robb Ferguson

Chartered Accountants & Statutory Auditors

Regent Court

70 West Regent Street

Glasgow

G2 2QZ

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

REVIEW OF BUSINESS

Managing Director, Harry Hogan, wrote on behalf of the board: The Directors are pleased with the performance during the year as the market continued to stabilise and recover in 2024.The Group achieved growth in turnover on the prior year, and is well positioned to continue to grow the business going forward.

In the current year, we have invested in purchasing an additional warehouse and after refurbishment, the unit will be up and running by December 2025.The additional 32,000 square feet of space will give the Group more advantages as we build the business in future years.

The Directors consider that the Group is in a strong financial position and is well placed to meet any future challenges.

ON BEHALF OF THE BOARD:

H Hogan - Director

24 September 2025

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

DIVIDENDS

No interim dividend was paid during the year. The directors recommend a final dividend of £13,157.89 per share.

The total distribution of dividends for the year ended 31 December 2024 will be £ 1,000,000 .

DIRECTORS

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

H Hogan

M P Hogan

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.

ON BEHALF OF THE BOARD:

H Hogan - Director

24 September 2025

Opinion

We have audited the financial statements of Foodservice Equipment Marketing Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, 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 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 three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- We identified the laws and regulations applicable to the company and group through discussions with directors and other management, and from our wider knowledge and experience;

- We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and FRS 102.

- We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

We assessed the susceptibility of the company and group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- Considering the internal controls in place, including banking controls, to mitigate risks of fraud and non-compliance with laws and regulations

Audit response to risks identified

To address the risk of fraud through management bias and override of controls, we:

- Performed analytical procedures to identify any unusual or unexpected relationships;

- Tested journal entries to identify unusual transactions;

- Assessed whether judgements and assumptions made in determining the accounting estimates set out were indicative of potential bias; and

- Investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- Agreeing financial statement disclosures to underlying supporting documentation;

- Reading the minutes of meetings of those charged with governance;

- Enquiring of management as to actual and potential litigation and claims; and

- Reviewing correspondence with HMRC, Companies House and the company and group's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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.

Janice Alexander (Senior Statutory Auditor)

for and on behalf of Robb Ferguson

Chartered Accountants & Statutory Auditors

Regent Court

70 West Regent Street

Glasgow

G2 2QZ

25 September 2025

TURNOVER

3

22,358,212

20,297,621

Cost of sales

14,377,410

13,641,930

GROSS PROFIT

7,980,802

6,655,691

Administrative expenses

3,814,417

3,419,661

OPERATING PROFIT

5

4,166,385

3,236,030

Interest receivable and similar income

289,559

112,568

PROFIT BEFORE TAXATION

4,455,944

3,348,598

Tax on profit

6

1,189,209

875,635

PROFIT FOR THE FINANCIAL YEAR

3,266,735

2,472,963

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

3,266,735

2,472,963

Profit attributable to:

Owners of the parent

3,266,735

2,472,963

Total comprehensive income attributable to:

Owners of the parent

3,266,735

2,472,963

FIXED ASSETS

Intangible assets

9

1,409,110

1,681,841

Tangible assets

10

212,869

139,013

Investments

11

-

-

1,621,979

1,820,854

CURRENT ASSETS

Stocks

12

4,329,126

4,586,836

Debtors

13

3,558,077

3,261,920

Cash at bank

12,738,036

8,673,326

20,625,239

16,522,082

CREDITORS

Amounts falling due within one year

14

5,440,700

3,803,153

NET CURRENT ASSETS

15,184,539

12,718,929

TOTAL ASSETS LESS CURRENT LIABILITIES

16,806,518

14,539,783

CAPITAL AND RESERVES

Called up share capital

16

76

76

Retained earnings

17

16,806,442

14,539,707

SHAREHOLDERS' FUNDS

16,806,518

14,539,783

The financial statements were approved by the Board of Directors and authorised for issue on 24 September 2025 and were signed on its behalf by:

H Hogan - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

5,908,024

5,908,024

5,908,024

5,908,024

CURRENT ASSETS

Debtors

13

2,018,807

2,041,126

CREDITORS

Amounts falling due within one year

14

2,018,807

2,041,126

NET CURRENT LIABILITIES

-

-

TOTAL ASSETS LESS CURRENT LIABILITIES

5,908,024

5,908,024

CAPITAL AND RESERVES

Called up share capital

16

76

76

Retained earnings

5,907,948

5,907,948

SHAREHOLDERS' FUNDS

5,908,024

5,908,024

Company's profit for the financial year

1,000,000

2,276,658

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 24 September 2025 and were signed on its behalf by:

H Hogan - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

76

13,254,244

13,254,320

Changes in equity

Dividends

-

(1,187,500

)

(1,187,500

)

Total comprehensive income

-

2,472,963

2,472,963

Balance at 31 December 2023

76

14,539,707

14,539,783

Changes in equity

Dividends

-

(1,000,000

)

(1,000,000

)

Total comprehensive income

-

3,266,735

3,266,735

Balance at 31 December 2024

76

16,806,442

16,806,518

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

76

4,818,790

4,818,866

Changes in equity

Dividends

-

(1,187,500

)

(1,187,500

)

Total comprehensive income

-

2,276,658

2,276,658

Balance at 31 December 2023

76

5,907,948

5,908,024

Changes in equity

Dividends

-

(1,000,000

)

(1,000,000

)

Total comprehensive income

-

1,000,000

1,000,000

Balance at 31 December 2024

76

5,907,948

5,908,024

Cash flows from operating activities

Cash generated from operations

1

5,874,739

2,806,360

Tax paid

(925,635

)

(562,810

)

Net cash from operating activities

4,949,104

2,243,550

Cash flows from investing activities

Purchase of tangible fixed assets

(199,299

)

(54,754

)

Sale of tangible fixed assets

47,665

-

Payment of deferred consideration

-

(1,089,158

)

Interest received

289,559

112,568

Net cash from investing activities

137,925

(1,031,344

)

Cash flows from financing activities

Amount introduced by directors

-

193,779

Amount withdrawn by directors

(22,319

)

-

Equity dividends paid

(1,000,000

)

(1,187,500

)

Net cash from financing activities

(1,022,319

)

(993,721

)

Increase in cash and cash equivalents

4,064,710

218,485

Cash and cash equivalents at beginning of year

2

8,673,326

8,454,841

Cash and cash equivalents at end of year

2

12,738,036

8,673,326

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

2024

2023

£

£

Profit before taxation

4,455,944

3,348,598

Depreciation charges

354,001

328,809

Profit on disposal of fixed assets

(3,491

)

-

Finance income

(289,559

)

(112,568

)

4,516,895

3,564,839

Decrease in stocks

257,710

419,288

Increase in trade and other debtors

(296,156

)

(366,381

)

Increase/(decrease) in trade and other creditors

1,396,290

(811,386

)

Cash generated from operations

5,874,739

2,806,360

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

12,738,036

8,673,326

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

8,673,326

8,454,841

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank

8,673,326

4,064,710

12,738,036

8,673,326

4,064,710

12,738,036

Total

8,673,326

4,064,710

12,738,036

1.	STATUTORY INFORMATION

Foodservice Equipment Marketing Holdings 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 General Information page.

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The significant accounting policies applied in the preparation of the financial statements are set out below. The policies have been consistently applied to all years presented unless otherwise stated.

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:

- the company has transferred the significant risks and rewards of ownership to the buyer;

- the company retains neither continuing managerial involvement to the degree usually associated with ownership

nor effective control over the goods sold;

- the amount of turnover can be measured reliably;

- it is probable that the company will receive the consideration due under the transaction;

- and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2020, is being amortised evenly over its estimated useful life of ten years.

Tangible fixed assets

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

Fixed plant and equipment

-

33% on reducing balance and 25% on cost

Fixtures and fittings

-

20% on cost

Motor vehicles

-

33% on reducing balance

Computer equipment

-

33.33% on cost

Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each statement of financial position date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in the income statement.

Stocks

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

Financial instruments

Basic financial instruments are recognised at amortised cost, except for investments in non-convertible preference and non-puttable ordinary shares which are measured at fair value, with changes recognised in profit or loss.

The company uses derivative financial instruments to reduce exposure to foreign exchange risk. The company does not hold or issue derivative financial instruments for speculative purposes.

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised in the income statement.

Taxation

Current tax represents the amount of tax payable or receivable in respect of taxable profit (or loss) for the current or past reporting periods. It is measured at the amount expected to be paid of recovered using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax is recognised in respect of all timing differences that have originated but not reserved at the statement of financial position date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the statement of financial position date. Timing differences are differences between the company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods difference from those in which they are recognised in the financial statements. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of available evidence, it can be regarded as more likely than not there will be suitable taxable profits from which the future reversal of underlying timing differences can be deducted.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date that are expected to apply to the reversal of timing differences. Deferred tax on revalued non-depreciable tangible fixed assets and investment properties is measured using the rates and allowances that apply to the sale of the asset.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Hire purchases and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the statement of financial position. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charges to the income statement over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charges to the income statement on a straight line basis over the period of the lease.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

2024

2023

£

£

Sale of goods and commission

22,358,212

20,297,621

22,358,212

20,297,621

During the year the group exported 6.97% of its turnover (2023 - 6.67%).

4.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

1,926,110

1,661,569

Social security costs

193,883

165,174

Other pension costs

151,875

128,642

2,271,868

1,955,385

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

2024

2023

Directors

2

2

Administration

38

37

40

39

The average number of employees by undertakings that were proportionately consolidated during the year was 40 (2023 - 39 ) .

2024

2023

£

£

Directors' remuneration

217,801

195,107

Directors' pension contributions to money purchase schemes

9,113

9,725

Information regarding the highest paid director for the year ended 31 December 2024 is as follows:

2024

£

Emoluments etc

111,841

5.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2024

2023

£

£

Depreciation - owned assets

81,269

56,078

Profit on disposal of fixed assets

(3,491

)

-

Goodwill amortisation

272,731

272,731

Auditors' remuneration

13,739

10,185

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2024

2023

£

£

Current tax:

UK corporation tax

1,189,209

875,635

Tax on profit

1,189,209

875,635

UK corporation tax has been charged at 25 % (2023 - 23.50 %).

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

Profit before tax

4,455,944

3,348,598

Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 23.500 %)

1,113,986

786,921

Effects of:

Timing differences

195

10,917

Permanent differences

75,028

77,797

Total tax charge

1,189,209

875,635

7.	INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.

8.

DIVIDENDS

2024

2023

£

£

Ordinary shares of 1 each

Final

1,000,000

1,187,500