REGISTERED NUMBER: 01203774 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025

FOR

SHEPCOTE HOLDINGS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Consolidated Income Statement

7

Consolidated Other 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:

E R Shepherdson

J N Wild

SECRETARY:

Mrs I M Shepherdson

REGISTERED OFFICE:

Pexton Road

Kelleythorpe Industrial Estate

Driffield

East Yorkshire

YO25 9FR

REGISTERED NUMBER:

01203774 (England and Wales)

The directors present their strategic report of the company and the group for the year ended 31 March 2025.

REVIEW OF BUSINESS

The results for the year show a decrease in annual group revenue of 2.8%, and a reduction in overall gross margin to 12.4% (2024 - 14%).

After distribution, administration and finance costs, the group recorded a profit before tax of £386,962 (2024 - £465,415). The consolidated balance sheet shows an improvement of £68,261 in shareholders' funds.

The reduction in profits and gross margin has been primarily caused by severe competition in the food trade and once again our competitors clearing stock of raw material ahead of a price reduction.

Our thanks go to members of our Senior Management Team and all our wonderful staff for their hard work.

Shepcote remains in a good position to take advantage of any opportunities and the Directors are delighted that the next generation is working in the business.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors believe the existing systems are appropriate to the business. No material losses or contingencies have arisen during the 12 months trading period that would require disclosure by the directors.

The management of the business and the execution of the group's strategy are subject to a number of risks. The key business risks and uncertainties affecting the group are considered to relate to supply continuity within the sugar division. EU and world sugar prices have continued to be volatile due to availability and competition, which has a knock on effect for the group, and it seems profitability in the immediate future in this area will continue to be challenging.

Bad debts continue to be an ongoing problem. However, because of the spread of debts within the sales ledger and solid bank facilities, the group can manage any liquidity problems.

The group does not use financial instruments as part of its financial risk management. It is exposed to the usual credit risk and cash flow risk that is associated with selling on credit and manages this through credit control procedures. The nature of its financial instruments means they are not subject to price risk or liquidity risk.

ON BEHALF OF THE BOARD:

E R Shepherdson - Director

27 November 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of sugar merchanting, wholesaling of speciality foods and the manufacturing of marzipan and allied products.

DIVIDENDS

Information relating to dividends can be found in the Notes to the Financial Statements.

DIRECTORS

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

E R Shepherdson

J N Wild

DISCLOSURE IN THE STRATEGIC REPORT

The fair review of the company's business including future developments and details of the principal risks and uncertainties facing the company are included in the Strategic Report.

DIRECTORS' RESPONSIBILITIES STATEMENT

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:

E R Shepherdson - Director

27 November 2025

Opinion

We have audited the financial statements of Shepcote Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the Consolidated Income Statement, Consolidated Other 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 March 2025 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 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 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 the audit was considered 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 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, taxation legislation, data protection, anti-bribery, employment, environmental, food standards and health and safety legislation. An understanding of these laws and regulations and the extent of compliance was obtained through discussion with management and inspecting legal and regulatory correspondence.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

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 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, relevant regulators and the company's legal advisors.

Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. 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.

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission, or misrepresentation.

A further description of our responsibilities for the 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.

Stephen Bramall BSc FCA (Senior Statutory Auditor)

for and on behalf of Smailes Goldie Watson Limited

Statutory Auditors

Chartered Accountants

Units 7-8 Manor Court

Manor Garth

Eastfield

Scarborough

North Yorkshire

YO11 3TU

27 November 2025

REVENUE

3

16,558,327

17,036,508

Cost of sales

14,500,940

14,644,012

GROSS PROFIT

2,057,387

2,392,496

Distribution costs

762,603

821,116

Administrative expenses

941,301

1,135,233

1,703,904

1,956,349

353,483

436,147

Other operating income

11,639

13,566

OPERATING PROFIT

5

365,122

449,713

Interest receivable and similar income

21,840

15,702

PROFIT BEFORE TAXATION

386,962

465,415

Tax on profit

6

103,701

130,687

PROFIT FOR THE FINANCIAL YEAR

283,261

334,728

Profit attributable to:

Owners of the parent

283,261

334,728

PROFIT FOR THE YEAR

283,261

334,728

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

283,261

334,728

Total comprehensive income attributable to:

Owners of the parent

283,261

334,728

FIXED ASSETS

Intangible assets

9

-

-

Property, plant and equipment

10

1,492,087

1,491,485

Investments

11

-

-

1,492,087

1,491,485

CURRENT ASSETS

Inventories

12

1,029,462

966,987

Debtors

13

1,588,367

1,820,065

Cash at bank and in hand

1,995,171

1,969,017

4,613,000

4,756,069

CREDITORS

Amounts falling due within one year

14

1,493,977

1,710,141

NET CURRENT ASSETS

3,119,023

3,045,928

TOTAL ASSETS LESS CURRENT LIABILITIES

4,611,110

4,537,413

PROVISIONS FOR LIABILITIES

16

118,341

112,905

NET ASSETS

4,492,769

4,424,508

CAPITAL AND RESERVES

Called up share capital

17

28,300

28,300

Retained earnings

18

4,464,469

4,396,208

SHAREHOLDERS' FUNDS

4,492,769

4,424,508

The financial statements were approved and authorised for issue by the Board of Directors and authorised for issue on 27 November 2025 and were signed on its behalf by:

E R Shepherdson - Director

FIXED ASSETS

Intangible assets

9

-

-

Property, plant and equipment

10

1,342,110

1,368,425

Investments

11

12,000

12,000

1,354,110

1,380,425

CURRENT ASSETS

Debtors

13

988,279

1,018,336

Cash at bank

1,138,754

1,106,635

2,127,033

2,124,971

CREDITORS

Amounts falling due within one year

14

284,135

229,604

NET CURRENT ASSETS

1,842,898

1,895,367

TOTAL ASSETS LESS CURRENT LIABILITIES

3,197,008

3,275,792

CAPITAL AND RESERVES

Called up share capital

17

28,300

28,300

Retained earnings

3,168,708

3,247,492

SHAREHOLDERS' FUNDS

3,197,008

3,275,792

Company's profit for the financial year

136,216

53,004

The financial statements were approved and authorised for issue by the Board of Directors and authorised for issue on 27 November 2025 and were signed on its behalf by:

E R Shepherdson - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2023

28,300

4,155,520

4,183,820

Prior year adjustment

-

60,960

60,960

As restated

28,300

4,216,480

4,244,780

Changes in equity

Total comprehensive income

-

334,728

334,728

Dividends

-

(155,000

)

(155,000

)

Balance at 31 March 2024

28,300

4,396,208

4,424,508

Changes in equity

Total comprehensive income

-

283,261

283,261

Dividends

-

(215,000

)

(215,000

)

Balance at 31 March 2025

28,300

4,464,469

4,492,769

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2023

28,300

3,349,488

3,377,788

Changes in equity

Dividends

-

(155,000

)

(155,000

)

Total comprehensive income

-

53,004

53,004

Balance at 31 March 2024

28,300

3,247,492

3,275,792

Changes in equity

Dividends

-

(215,000

)

(215,000

)

Total comprehensive income

-

136,216

136,216

Balance at 31 March 2025

28,300

3,168,708

3,197,008

Cash flows from operating activities

Cash generated from operations

1

463,849

559,611

Tax paid

(148,197

)

(134,343

)

Net cash from operating activities

315,652

425,268

Cash flows from investing activities

Purchase of tangible fixed assets

(156,338

)

(165,988

)

Sale of tangible fixed assets

-

56,254

Interest received

21,840

15,702

Net cash from investing activities

(134,498

)

(94,032

)

Cash flows from financing activities

Equity dividends paid

(155,000

)

-

Net cash from financing activities

(155,000

)

-

Increase in cash and cash equivalents

26,154

331,236

Cash and cash equivalents at beginning of year

2

1,969,017

1,637,781

Cash and cash equivalents at end of year

2

1,995,171

1,969,017

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

2025

2024

£

£

Profit before taxation

386,962

465,415

Depreciation charges

127,736

122,021

Loss on disposal of fixed assets

-

15,336

Finance income

(21,840

)

(15,702

)

492,858

587,070

Increase in inventories

(62,475

)

(199,915

)

Decrease/(increase) in trade and other debtors

231,698

(79,334

)

(Decrease)/increase in trade and other creditors

(198,232

)

251,790

Cash generated from operations

463,849

559,611

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 March 2025

31.3.25

1.4.24

£

£

Cash and cash equivalents

1,995,171

1,969,017

Year ended 31 March 2024

31.3.24

1.4.23

£

£

Cash and cash equivalents

1,969,017

1,637,781

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.4.24

Cash flow

At 31.3.25

£

£

£

Net cash

Cash at bank and in hand

1,969,017

26,154

1,995,171

1,969,017

26,154

1,995,171

Total

1,969,017

26,154

1,995,171

1.	STATUTORY INFORMATION

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

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 as modified by the revaluation of certain assets.

The presentational and functional currency is Pound Sterling (GBP).

Going concern

As the company continues to trade profitably, has a strong net asset position, a healthy bank position and no adverse operational conditions exist, the directors are satisfied there are sufficient resources in place to continue operating for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Significant judgements and estimates

In preparing the financial statements, management is required to make estimates and assumptions, which affect reported income, expenses, assets, liabilities and disclosure of contingent assets and liabilities. Use of available information and application of judgement are inherent in the formation of estimates, together with past experience and expectations of future events that are believed to be reasonable under the circumstances. Actual results in the future could differ from such estimates.

Critical judgements in applying the company's policies

No significant judgements have had to made by management in preparing these financial statements.

Critical accounting estimates and assumptions

Impairment of inventories

An impairment review is performed on stock at each year end by the directors and impairment losses are estimated and recognised based on current condition and obsolescence.

Useful economic lives and residual values of tangible assets

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The assumptions used regarding useful economic lives and residual values are assessed annually. They are amended when necessary to reflect current estimates, based on market conditions and the physical condition of the asset.

Irrecoverable debts

A review is performed on trade debtors at each year end by the directors and a bad debt provision is estimated based on current knowledge and past experience.

The directors do not consider that any other estimates and assumptions used in the preparation of these financial statements have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

Turnover

Turnover represents goods and services supplied, excluding value added tax. Revenue is recognised to the extent that the company has obtained the right to consideration through its performance, which is at the point the goods are physically delivered to the customer, and is measured at the fair value of the right to consideration.

Goodwill

Goodwill arising on consolidation has been amortised over its estimated useful life of 5 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.

Tangible fixed assets

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

Freehold property

- 2.6% on cost excluding land

Plant and machinery

- 15% on reducing balance

Fixtures and fittings

- 15% on reducing balance

Computer equipment

- 25% on reducing balance

Motor vehicles

- 25% on reducing balance

Stocks

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

Financial instruments

The company mainly enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities such as trade, other accounts receivable and payable and loans from related parties.

Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.

Debt instruments such as loans and other accounts receivable and payable are initially measured at present value of the future payments and subsequently at amortised costs using the effective interest method.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, 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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

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

Payments to defined contribution pension schemes are charged as an expense in the period to which they relate.

3.

REVENUE

The turnover and profit before taxation are wholly attributable to the one principal activity of the group. All sales are to customers within the United Kingdom.

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

1,629,796

1,728,930

Social security costs

150,897

161,591

Other pension costs

120,145

201,474

1,900,838

2,091,995

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

2025

2024

Production and distribution

38

44

Administration and management

19

20

57

64

2025

2024

£

£

Directors' remuneration

33,362

34,300

Directors' pension contributions to money purchase schemes

-

60,000

5.	OPERATING PROFIT

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

2025

2024

£

£

Depreciation - owned assets

127,736

122,021

Loss on disposal of fixed assets

-

15,281

Auditors' remuneration

18,000

18,000

Foreign exchange differences

5,356

10,107

Operating lease rentals

87,583

79,188

Government grants receivable

(5,568

)

(7,234

)

6.

TAXATION

Analysis of the tax charge

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

2025

2024

£

£

Current tax:

UK corporation tax

98,265

133,865

Prior year tax charge/(credit)

-

592

Total current tax

98,265

134,457

Deferred tax

5,436

(3,770

)

Tax on profit

103,701

130,687