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

Part of Grupo Bimbo – the world’s largest bakery business – St Pierre Groupe is an international market leader in branded bakery, with a portfolio that includes St Pierre and Baker Street.

St Pierre Groupe Limited supplies European bakery products into the UK, Ireland, the Middle East and the USA. Since July 2023, the US arm of the business has operated as a separate entity within Grupo Bimbo and the accounts contained up to the end of 2024 reflect this change in company set up.

In 2024 for continuing operations, St Pierre Groupe maintained its impressive turnover figures at a value of £102m. Furthermore, the business achieved a higher gross profit - with an increase of £4m to £25.3m, improving from 20.5% to 24.9%. The company’s strategic focus on branded products that return higher profits once again stood the business in good stead in 2024.

Trading conditions throughout 2024 remained challenging as cost increases associated with producing and distributing premium food products continued to rise. Despite these headwinds, St Pierre Groupe continued to pursue ambitious growth targets and the company continued to invest in brand marketing across the globe, with the development of a global creative platform, ‘Eat Avec Respect’.

Accolades included a nomination for The Grocer Gold “Food Brand of the Year” and the St Pierre brand continued to invest in new product development, launching 4 new lines globally. Meanwhile, the Baker Street brand successfully extended distribution across its core range with continued growth in the UK’s major multiple retailers, winning a Great Taste Award on its Rye Bread product.

The business continued to invest in its people and infrastructure, retaining the best talent and growing its team, ending the year with a headcount of 90. Flagship brand St Pierre continued to grow in the UK and US, and with the support of parent company, Grupo Bimbo, successfully launched into the Spanish market.

St Pierre Groupe continues to operate as a stand-alone business unit, driving growth with the unique St Pierre spirit for which the company is known. Combining this ‘challenger’ spirit with the resources, infrastructure and expertise of Grupo Bimbo has continued to propel the company’s brands on to further success.

The principal risk to the company is changes in exchange rates. The company enters into forward exchange rate contracts to mitigate this risk.

The company faces competitive risk in all the markets in which it operates. The business spreads this risk by growing the number of channels in which it operates across the UK and Ireland, and by exporting to more worldwide markets.

The directors consider the following to be financial key performance indicators of the continuing operations:-

2024          2023

Gross Profit    £25.4m        £21.1m

Contribution     20%        17%

With contribution being defined as gross margin less distribution costs.

The company has detailed and ambitious growth strategies in place to develop its brands in its existing markets and explore potential new markets. These plans are supported by Grupo Bimbo, who initiated its ‘Full Potential’ program in 2023 outlining a strategic plan for the business to drive growth over the next 5 years. St Pierre Groupe’s supplier and customer relationships are at the heart of the business and are key to ensuring the company can capitalise on growth opportunities. The company is committed to nurturing existing and developing new relationships to maximise growth potential.

Promoting the success of the company

The directors, in line with their duties under s172 of the Companies Act 2006, act in a way they consider in good faith would be the most likely to promote the success of the company for the benefit of its members as a whole and, in doing so, have regards to a range of matters when making decisions for the long term.

Having regard to the likely consequences of any decision in the long term

St Pierre Groupe prides itself on its agile approach to ever-changing socio-economic and political landscapes. Despite this, the Board remains mindful that its strategic decisions can have long term implications for the business and its stakeholders. As such, these implications are carefully assessed throughout any decision-making process.

Having regard to the interests of the company’s employees

St Pierre Groupe has a mission in which every colleague plays a part. The successes, failures, ambitions and decisions are all down to a collective effort and this is why engaging colleagues is more important than ever. The Board takes active steps to ensure that the suggestions, views, and interests of the entire workforce are captured and considered in its decision-making. St Pierre Groupe operates a volunteering policy, whereby each employee is offered a full day (paid) to volunteer – either arranged through the business’ charitable partners, or by the colleague themselves.

Having regard to the need to foster the company’s business relationships with suppliers, customers and others

Suppliers

Supplier relationships are at the heart of the St Pierre Groupe business. Throughout the year, the Board was active in developing strategies to engage suppliers and nurture relationships, notably with the bakery partners and providers of freight forwarding services. The Board seeks to balance the benefits of maintaining strong partner relationships with key suppliers alongside the need to obtain value for money and achieve the desired quality and service levels for its customers.

Customers

Understanding and responding to the needs of its customers is crucial to the success of St Pierre Groupe. Its customers’ interests are at the forefront of key decisions relating to product development; the selection and monitoring of suppliers to ensure quality standards are met; freight and logistics arrangements to maximise efficiencies from order to delivery; and the development of integrated ordering systems. Throughout the year, the Board has reviewed policies to maximise fulfilment of orders in a challenging market. These policies are under constant review, always with St Pierre Groupe customers’ needs in mind.

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Having regard to the impact of the company’s operations on the community and the environment

The Board supports the company’s commitment to initiatives that align with its mission statement to ‘reject ordinary in relentless pursuit of the extraordinary.’

Activities include, but are not limited to:

· regular product donations to food banks via charity partners

· help and support to young people looking to work in the food and drink industry through education initiatives

· colleague and customer commitment to distribution of products to vulnerable members of society through community programmes.

St Pierre Groupe is also integrating with Grupo Bimbo and its commitment to the community and environment via three strategic pillars;

• Baked for You

• Baked for Life

• Baked for Nature

Grupo Bimbo is committed to building a sustainable, highly productive and deeply humane business in order to ‘nourish a better world’.

The company is a member of the On-Pack Recycling Label scheme (OPRL UK) and How2Recycle (US).

As a business it is committed to providing transparent communication on all products as to the recyclability of its packaging. The company works consistently to reduce its carbon footprint by selecting production sites as close as possible to our relevant markets. This has seen us work closely with our production partners to ensure that, as a business, we can confidently state that we are playing our part in the fight against climate change.

Additionally, in 2024, the business appointed a CSR committee to ensure company-wide engagement with charity, well-being and environmental initiatives. This committee developed relationships with charity partners and local community initiatives, reigniting the existing volunteering program at St Pierre Groupe to achieve record participation levels in company-backed volunteering opportunities.

Having regard to the desirability of the company maintaining a reputation for high standards of business conduct

Ethical trading and responsible sourcing

The Board recognises the importance of Ethical Trading. The company seeks to develop long term partnerships with suppliers who share its values. This policy is based on the Ethical Trade Initiative’s Base Code (http://www.ethicaltrade.org). Suppliers are expected to apply this policy in addition to their requirements under national law.

In addition, St Pierre Groupe Limited has a Modern Slavery Act statement, published on the company website.

Political donations

No donations were made for political purposes (2023: £nil).

Having regard to the need to act fairly as between members of the company

As the Board of Directors, our intention is to behave responsibly toward our shareholders and treat them fairly and equally, so they too may benefit from the successful delivery of any business plan.

On behalf of the board

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

St Pierre Groupe Limited is an international branded bakery business. The company sells an innovative range of quality bakery products to the global retail and wholesale markets as well as the hospitality industry and online to the UK,Europe and the UAE.

The business has been part of the Grupo Bimbo portfolio since 2022.

St Pierre Groupe is committed to providing quality experiences with food, for all. From the professional experience with its partners, customers, suppliers and colleagues, to the delight that comes from enjoying a beautifully baked product, it is St Pierre Groupe’s mission to reject the ordinary in relentless pursuit of the extraordinary.

The results for the year are set out on page 13.

Ordinary dividends were paid amounting to £15,000,000. The directors do not recommend payment of a final dividend.

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

The company holds or issues financial instruments in order to achieve three main objectives, being:

a) to finance its operations;

b) to manage its exposure to interest and currency risks arising from its operations and from its sources of finance; and

c) for trading purposes.

In addition, various financial instruments (e.g. trade debtors, trade creditors, accruals and prepayments) arise directly from the company's operations.

Transactions in financial instruments result in the company assuming or transferring to another party one or more of the financial risks described above.

The company manages its cash requirements in order to maximise interest income and minimise interest expense, whilst ensuring the company has sufficient liquid resources to meet the operating needs of the business.

The company's principal foreign currency exposures arise from trading with overseas companies. The company manages these exposures by the use of foreign currency forward contracts.

Investments of cash surpluses and borrowings are made through banks and companies which must fulfil credit rating criteria provided by the board.

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are reviewed on a regular basis and provision is made for doubtful debts when necessary.

The business has detailed and ambitious growth strategies in place and is therefore committed to continued investment in its brands, with team expansion at home and overseas across all departments.

Internally, the business plans to focus on making St Pierre Groupe a great place to work in order to attract and retain the best talent, as part of Grupo Bimbo. The business will continue to invest in its people, with a commitment to review all existing Grupo Bimbo policies, implementing the same or improved initiatives best-suited to St Pierre Groupe’s unique company culture.

Externally, St Pierre Groupe brands will continue to capture the hearts and minds of consumers worldwide, through best-in-class marketing and consistent quality products.

St Pierre Groupe’s supplier relationships are at the heart of the business. Its partnerships with both new and existing suppliers are key to ensuring the company can capitalise on all growth opportunities. Equally, the business is committed to nurturing customer relationships, new and old, at home and internationally, with dedicated and expert resource worldwide, to maximise growth.

In accordance with the company's articles, a resolution proposing that DSG Audit be reappointed as auditor of the company will be put at a General Meeting.

We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting.

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £1m of turnover.

As mentioned on page 3 in the Strategic report, St Pierre Groupe Limited is a member of several sustainable and environmental initiatives and engages with production partners in an effort to reduce its carbon footprint.

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.

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;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; 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.

We have audited the financial statements of St Pierre Groupe 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 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 its profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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.

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' report 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.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

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.

As explained more fully in the directors' responsibilities statement, 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.

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. 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 with and enquiries of management and those charged with governance were held 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 these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the company.

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

• 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.

• Those laws and regulations for which non-compliance may have a direct effect on the operating aspects of the business and therefore may have a material effect on the financial statements include general food standards, health & safety standards, General Data Protection requirements and anti-bribery & anti-corruption laws.

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 company complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; consideration of the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; testing the appropriateness of journal entries and post year end payment reviews for evidence of claims pay outs.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the company's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained 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 is available on the Financial Reporting Council’s website at: https://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 member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

St Pierre Groupe Limited is a private company limited by shares incorporated in England and Wales with the registered number 03259222. The address of its registered office and principal place of business is Kingston House Towers Business Park, Wilmslow Road, Manchester, M20 2LX.

The principal activity of the company is disclosed in the directors' report.

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 amounts in these financial statements are rounded to the nearest £1.

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

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Grupo Bimbo. These consolidated financial statements are available from the registered address; Grupo Bimbo S.A.B. de C.V., Santa Fe, Mexico City, Mexico, 1000 Prolongaciόn Paseo de la Reforma, Colonia Peña Blanca Santa Fe, Álvaro Obregon, Zip code 01210, Distrito Federal, Mexico.

The financial statements have been prepared on the going concern basis as the directors have a reasonable expectation that the company has adequate cash resources for a period of at least 12 months from the date of the approval of the financial statements and there are no material uncertainties to disclose. The company meets its day-to-day working capital requirementstrue through cash reserves. The company's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the company should be able to operate within the level of its current facilities. After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.

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.

Turnover 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 turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred in respect of the transaction can be measured reliably.

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:

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:

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.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

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.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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, 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.

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.

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.

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.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 payments 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. Amounts 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.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

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 through 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.

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income 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 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 statement of comprehensive income, 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.

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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 company also makes contributions into the personal pension plans of certain employees.

The contributions are recognised as an expense in the statement of comprehensive income 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 administered funds.

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 leases asset are consumed.

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.

Finance costs

Finance costs are charged to the statement of comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Interest income

Interest income is recognised in the statement of comprehensive income using the effective interest method.

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The company maintains an overrider accrual which is based on current year turnover levels and rate of growth from prior year. This accrual involves significant judgement with consideration given to the timing of revenue recognised where customers operate with different year ends. Management considers the methodology applied to be appropriate and consistent with prior years, and the estimate to represent a reasonable approximation based on available information at the date of signing the financial statements.

Company has recognised deferred tax assets in the current year, primarily relating to operating losses carried forward. These losses can be used to offset taxable income in future periods and reduce future tax liabilities. The recognition of these assets involves significant judgement, particularly in assessing the probability that sufficient future taxable profits will be available to utilise the losses before expiry. Management considers it more likely than not that the deferred tax assets will be realised, based on approved forecasts and strategic plans. The recoverability of the deferred tax asset is sensitive to changes in future profitability, tax legislation, and tax rates. These factors are monitored regularly, and any changes in enacted tax rates are applied in the relevant periods. See note 24 for further details.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 3).

St Pierre Groupe Limited transferred its US operations to St Pierre Groupe LLC, a limited liability company incorporated in Delaware, USA on 30 June 2023. The impact of the discontinued operations are reflected in the statement of comprehensive income and the comparatives have been restated to disclose the impact on last year's results.

The actual 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:

Stocks are stated after provision for impairment of £97,085 (2023: £408,313).

Trade debtors are stated after provision for impairment of £468,514 (2023: £225,884).

The amounts due from group undertakings are unsecured, interest free, have no fixed date of repayment and are fully repayable on demand.

The company is party to fixed and floating charges and cross-guarantees with the other companies in the group, with their bank and discounting facility providers.

Amounts owed to group undertakings are unsecured, interest free, and payable on demand.

The company has made certain internal structural additions to the property which, per the terms of the lease, there is an obligation to remove at the cessation of the lease term, being August 2029. A provision has been made for these costs which have been capitalised.

The company operates a defined contribution retirement benefit scheme for all qualifying employees and, for certain employees, makes payments into personal pension plans. The assets of the scheme are held separately from those of the company. The company contributes a specified percentage of payroll costs to the retirement benefit scheme to fund the benefits. The only obligation of the company with respect to the scheme is to make the specified contributions.

The charge to profit or loss in respect of defined contribution schemes was £677,276 (2023: £660,915). Contributions totalling £65,697 (2023: £61,087) were payable to the funds at the balance sheet date and are included in other creditors.

The company enters into forward foreign currency contracts to mitigate the exchange risk for certain foreign currency receivables and payables. At 31 December 2024 the outstanding contracts all mature within 10 months of the year end (2023: 12 months). The company is committed to sell USD nil (2023: USD 21,831,435) and sell £20,961,351 (2023: £19,138,379) and receive a fixed euro amount.

The forward currency contracts are measured at fair value, which is determined using valuation techniques that utilise observable inputs. The key inputs used in valuing the derivatives are the forward exchange rates for GBP:USD and GBP:EUR. The fair value of the forward foreign currency contracts is a net liability position of £559,547 (2023: net asset position of £102,312).

Financial assets that are debt instruments measured at amortised cost comprise trade debtors, amounts owed by group companies and other debtors.

Derivative financial assets and liabilities measured at fair value through profit or loss held as part of a trading portfolio comprise forward contracts as per note 22.

Financial liabilities measured at amortised cost comprise trade creditors, other creditors and accruals.

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

The deferred tax asset set out above is expected to reverse within 12 to 36 months and primarily relates to the utilisation of tax losses against future expected profits of the same period.  

The company has one class of ordinary shares. Each share carries equal voting rights and rights to dividends.

Profit and loss reserves

This reserve includes all current and prior period retained profits and losses.

The company together with its intermediate parent company, Sherlock Foods Holdings Limited have given a debenture by way of a fixed and floating charge in respect of any loan borrowings owed to the Bank of Scotland plc.

The company has given a debenture containing a fixed and floating charge in favour of Bank of Scotland plc in respect of any borrowings against book debts.

At 31 December 2024 the company had future minimum lease payments under non-cancellable operating leases as follows:

During the year the company entered into the following transactions with related parties:

During the year the company was invoiced £148,887 (2023: £nil) in respect of corporate charges provided by Bakery Iberian Investments SL., a connected company. At the year end the company owed £94,159 (2023: £nil) to Bakery Iberian Investments SL. The balance is disclosed within other creditors falling due within one year.

The company has taken advantage of the exemption conferred by section 33.1A of FRS 102 not to disclose transactions with other wholly owned subsidiaries within the group as consolidated accounts including the subsidiary undertakings are publicly available.

The immediate parent company is Carrs Foods Holdings Limited, a company incorporated in England and Wales.

Grupo Bimbo S.A.B de C.V., a company registered in Mexico, is the ultimate and only parent company and the controlling party to consolidate the financial statements of the company. Copies of these financial statements can be obtained from the registered address; Grupo Bimbo S.A.B. de C.V., Santa Fe, Mexico City, Mexico, 1000 Prolongaciόn Paseo de la Reforma, Colonia Peña Blanca Santa Fe, Álvaro Obregon, Zip code 01210, Distrito Federal, Mexico.