REGISTERED NUMBER: SC466323 (Scotland)

Strategic Report, Report of the Directors and

Audited Financial Statements for the Year Ended 31 December 2024

for

Keycraft Ltd

Page

Strategic Report

1

Report of the Directors

2

Report of the Independent Auditors

4

Statement of Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Cash Flow Statement

10

Notes to the Cash Flow Statement

11

Notes to the Financial Statements

13

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

REVIEW OF BUSINESS

The company generated £15,107,630 (2023: £15,463,752) of revenue in 2024, and £467,320 (2023: £386,938) of profits before tax.

The current year profit includes a write-off of investments of £160,730 and if this was excluded, profit before taxation would have been £628,050.

At the period end the company had shareholders funds of £3,475,675 (2023: £4,321,719) including distributable profit of £3,322,866 (2023: £4,168,910).

The year 2024 brought challenging conditions to the retail market due to consumer confidence being low as a result of global unrest and uncertainty.

Our company revenue was impacted by this market uncertainty and was down on prior year, however, this was a minimal reduction due to the excellent product we have on offer and the excellent customer service we provide our customers. Despite the decline in revenue, we were able to grow our profitability as a result of a restructure we had carried out at the end of 2023.

Furthermore, the directors of Keycraft made some very important strategic decisions in 2024 that will help to shape the future of Keycraft. These include:

We made the decision to move our Australian branch over to a distributor which brought immediate return to the investment we had made there. Whilst this resulted in a write-off of £160,730 as indicated above, this will be recouped in future years from the profits generated by the ongoing trading with the Australian distributor whilst enabling the directors of Keycraft to focus more of their attention on the UK and EU markets where there are more opportunities for growth.

We invested in sales management tools and expertise to shore up the sales team and help them to manage their regions more effectively in view of managing existing clients and bringing on new ones.

We also invested in our online website and loyalty programme to give customers a better online experience and to make it as easy as possible for them to replenish their stores

We also invested further into our display stand offering to give our customers an opportunity to showcase our product in their store in a unique way that elevates their retail store and gives the consumer a more theatrical experience.

Whilst 2024 was a challenging year for the market, we reacted to the conditions in a positive way to ensure that we could continue to improve our customers experience in dealing with us, and develop better and more relevant product for them as well as investing in sales growth. These factors will help us to mitigate the risks posed by competitors that sell similar product at competitive prices.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors have assessed the main risk facing the company as being increased competition from other national companies. These companies are able to sell similar products to those offered by the company at competitive prices, which could lead to decreasing margins. The directors believe that the quality of our products and customer service will help mitigate these risks and hope to see satisfactory trading results in the coming year.

ON BEHALF OF THE BOARD:

Mr D Cowie - Director

29 September 2025

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the sale of toys.

DIVIDENDS

The total distributions of dividends for the year ended 31 December 2024 will be £1,091,957.

DIRECTORS

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

Mr J Carlyon

Mr G Cowie

Mr D Cowie

Mr C Cowie

Mr H Smallridge

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

Drummond Laurie CA are deemed to be reappointed under section 487(2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:

Mr D Cowie - Director

29 September 2025

Opinion

We have audited the financial statements of Keycraft Ltd (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

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

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities outlined above to detect material misstatements in respect of irregularities, including fraud.

Based on our understanding of the company, we identified that the principal risks of non-compliance with laws and regulations related to fraudulent manipulation of the financial statements, including the risk of override of controls, to reduce profits and tax liabilities. We determined that the most likely method of manipulation would be the posting of inappropriate journal entries. Audit procedures performed by the audit engagement team consisted of a review of large and unusual journal entries, challenging assumptions and judgements made by management in significant accounting estimates, discussions with management related to known or suspected instances of non-compliance with laws and regulations, review of Board minutes where available, and an evaluation of management controls designed to prevent and detect irregularities.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations or through 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.

Greig Brown (Senior Statutory Auditor)

for and on behalf of Drummond Laurie CA

Statutory Auditor

Unit 5

Gateway Business Park

Beancross Road

Grangemouth

FK3 8WX

29 September 2025

TURNOVER

3

15,107,630

15,463,752

Cost of sales

(8,890,006

)

(8,798,865

)

GROSS PROFIT

6,217,624

6,664,887

Administrative expenses

(5,279,687

)

(6,031,250

)

OPERATING PROFIT

5

937,937

633,637

Income from participating interests

-

127,088

Interest receivable and similar income

16,092

-

954,029

760,725

Amounts written off investments

(160,730

)

-

793,299

760,725

Interest payable and similar expenses

6

(325,979

)

(373,787

)

PROFIT BEFORE TAXATION

467,320

386,938

Tax on profit

7

(221,407

)

(158,647

)

PROFIT FOR THE FINANCIAL YEAR

245,913

228,291

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

245,913

228,291

FIXED ASSETS

Intangible assets

9

494,133

678,153

Tangible assets

10

433,616

601,542

Investments

11

334,544

515,399

1,262,293

1,795,094

CURRENT ASSETS

Stocks

12

3,058,043

5,129,966

Debtors

13

5,168,834

5,164,287

Cash at bank

225,529

60,015

8,452,406

10,354,268

CREDITORS

Amounts falling due within one year

14

(5,829,758

)

(6,800,791

)

NET CURRENT ASSETS

2,622,648

3,553,477

TOTAL ASSETS LESS CURRENT LIABILITIES

3,884,941

5,348,571

CREDITORS

Amounts falling due after more than one year

15

(409,266

)

(1,026,852

)

NET ASSETS

3,475,675

4,321,719

CAPITAL AND RESERVES

Called up share capital

19

121

121

Share premium

20

152,688

152,688

Retained earnings

20

3,322,866

4,168,910

SHAREHOLDERS' FUNDS

3,475,675

4,321,719

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

Mr D Cowie - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2023

121

4,888,118

152,688

5,040,927

Changes in equity

Dividends

-

(947,499

)

-

(947,499

)

Total comprehensive income

-

228,291

-

228,291

Balance at 31 December 2023

121

4,168,910

152,688

4,321,719

Changes in equity

Dividends

-

(1,091,957

)

-

(1,091,957

)

Total comprehensive income

-

245,913

-

245,913

Balance at 31 December 2024

121

3,322,866

152,688

3,475,675

Cash flows from operating activities

Cash generated from operations

1

1,867,572

2,937,942

Interest paid

(325,979

)

(358,138

)

Interest element of hire purchase or finance lease rental payments paid

-

(15,649

)

Tax paid

(118,380

)

(270,055

)

Net cash from operating activities

1,423,213

2,294,100

Cash flows from investing activities

Purchase of intangible fixed assets

(54,196

)

(60,305

)

Purchase of tangible fixed assets

(13,608

)

(68,877

)

Sale of intangible fixed assets

31,250

-

Sale of tangible fixed assets

-

50,000

Interest received

16,092

-

Repayment of loans from investments

20,067

98,506

Net cash from investing activities

(395

)

19,324

Cash flows from financing activities

New loans in year

254,970

150,000

Loan repayments in year

(688,408

)

(1,864,406

)

Capital repayments in year

-

(17,598

)

Amount introduced by directors

-

(950

)

Amount withdrawn by directors

(58,393

)

-

Equity dividends paid

(1,091,957

)

(947,499

)

Net cash from financing activities

(1,583,788

)

(2,680,453

)

Decrease in cash and cash equivalents

(160,970

)

(367,029

)

Cash and cash equivalents at beginning of year

2

60,015

427,044

Cash and cash equivalents at end of year

2

(100,955

)

60,015

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

31.12.24

31.12.23

£

£

Profit before taxation

467,320

386,938

Depreciation charges

388,500

445,000

Loss/(profit) on disposal of fixed assets

58

(4,793

)

Write down of joint venture loan

160,730

-

Finance costs

325,979

373,787

Finance income

(16,092

)

(127,088

)

1,326,495

1,073,844

Decrease/(increase) in stocks

2,071,923

(567,641

)

(Increase)/decrease in trade and other debtors

(4,547

)

618,341

(Decrease)/increase in trade and other creditors

(1,526,299

)

1,813,398

Cash generated from operations

1,867,572

2,937,942

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

225,529

60,015

Bank overdrafts

(326,484

)

-

(100,955

)

60,015

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

60,015

427,044

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank

60,015

165,514

225,529

Bank overdrafts

-

(326,484

)

(326,484

)

60,015

(160,970

)

(100,955

)

Debt

Debts falling due within 1 year

(2,706,528

)

(184,148

)

(2,890,676

)

Debts falling due after 1 year

(1,026,852

)

617,586

(409,266

)

(3,733,380

)

433,438

(3,299,942

)

Total

(3,673,365

)

272,468

(3,400,897

)

1.	STATUTORY INFORMATION

Keycraft Ltd is a private company, limited by shares, domiciled in Scotland, registration number SC466323. The registered office is Blackhouse Circle, Blackhouse Industrial Estate, Peterhead, Aberdeen, AB42 1BN.

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.

Turnover

Turnover represents net invoiced sales of goods in respect of the sale of toys, excluding value added tax. Sales are recognised at the point at which the goods are delivered.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of businesses in 2013 and 2015, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

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

Patents and licences are being amortised evenly over their estimated useful life of three years.

Website is being amortised evenly over its estimated useful life of three years.

Tangible fixed assets and depreciation

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

Leasehold improvements

-

10% on cost

Plant and machinery

-

25% on reducing balance

Fixtures and fittings

-

25% on reducing balance

Motor vehicles

-

25% on reducing balance

Tangible fixed assets are stated at cost less depreciation. Cost represent purchase price together with any incidental costs of acquisition.

The directors have considered the residual value of all tangible fixed assets to be immaterial and therefore all tangible fixed assets are depreciated to nil value.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Cost is represented by purchase price.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. 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 charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

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

Provisions

Provisions are recognised when the company has a legal or constructive obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation, and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Provisions are discounted where the time value of money is material.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Cash and cash equivalents

Cash and cash equivalents include cash at bank and in hand and highly liquid interest-bearing securities with maturities of three months or less. In the cash-flow statement, cash and cash equivalents are shown net of bank overdrafts, which are included as current borrowings in liabilities on the balance sheet.

3.

TURNOVER

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

An analysis of turnover by geographical market is given below:

31.12.24

31.12.23

£

£

United Kingdom

10,336,430

12,854,627

Europe

4,771,200

2,609,125

15,107,630

15,463,752

4.	EMPLOYEES AND DIRECTORS

31.12.24

31.12.23

£

£

Wages and salaries

2,275,336

2,464,575

Social security costs

276,759

230,933

Other pension costs

31,637

27,182

2,583,732

2,722,690

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

31.12.24

31.12.23

Employees

60

62

31.12.24

31.12.23

£

£

Directors' remuneration

60,160

47,590

5.	OPERATING PROFIT

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

31.12.24

31.12.23

£

£

Other operating leases

189,726

317,586

Depreciation - owned assets

181,534

120,385

Depreciation - assets on hire purchase contracts or finance leases

-

84,102

Loss/(profit) on disposal of fixed assets

58

(4,793

)

Goodwill amortisation

94,702

95,952

Patents and licences amortisation

30,965

23,588

Website amortisation

81,299

120,973

Auditors' remuneration

18,000

20,000

Foreign exchange differences

137,076

39,153

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.24

31.12.23

£

£

Bank interest

121,867

161,953

Bank loan interest

204,112

196,185

Hire purchase

-

15,649

325,979

373,787

7.

TAXATION

Analysis of the tax charge

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

31.12.24

31.12.23

£

£

Current tax:

UK corporation tax

221,407

118,381

Under/overprovision

-

45,287

Total current tax

221,407

163,668

Deferred tax

-

(5,021

)

Tax on profit

221,407

158,647

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:

31.12.24

31.12.23

£

£

Profit before tax

467,320

386,938

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.520%)

116,830

91,008

Effects of:

Expenses not deductible for tax purposes

44,591

3,014

Income not taxable for tax purposes

-

(31,016

)

Depreciation in excess of capital allowances

59,986

55,375

Adjustments to tax charge in respect of previous periods

-

45,287

Deferred tax movement

-

(5,021

)

Total tax charge

221,407

158,647

8.

DIVIDENDS

31.12.24

31.12.23

£

£

Ordinary A-I shares of £0.01 each

Final

1,055,621

909,207

S1-S3 shares of £0.01 each

Final

36,336

38,292

1,091,957

947,499