The directors present the strategic report for the year ended 31 March 2025.

The principal activity of the company continued to be that of the manufacture and sale of chocolate coatings, specialised soft icings, sauces, jams, and dry powder blends for industrial, retail, wholesale, and foodservice markets.

R&W Scott performed well, despite having a very challenging year.

Shortly after the exciting transition into a 100% employee-owned business through an Employee Ownership Trust sale, the business was affected by a 3rd party laboratory error. This stopped its production facility for 6 weeks and affected its ability to meet what would have been an increasing sales demand. This not only reduced the year-on-year sales performance and margin but also meant that the business incurred significant one-off costs which it is currently in the process of trying to recover.

Order book and new business development levels remain extremely strong despite the impact of the above issue and put the business in a good position going forward.

Input prices continued to rise during the year predominantly in raw materials, insurances and distribution. The business is a commodity driven business which has seen unprecedented increases in cocoa throughout the past 12 months as well as other key ingredients. These pressures have been felt down to end user level with the cost-of-living crisis well documented across the UK’s media.

Despite these challenges, the business has managed to mitigate the impact of these external and internal factors, minimising the impact on margin and maintaining product quality.

The business continued to drive efficiencies in overhead control, whilst investing in plant and machinery, to support future growth and the business’s environmental and sustainability goals. This has allowed us to enforce the business’s standing as a sustainable and profitable business, whilst embracing its new 100% employee ownership.

The directors have outlined their perception on particular risks and uncertainties facing the company below. These risks and uncertainties could cause the actual results to vary from those experienced previously or described in forward-looking statements within the annual report.

Key Customers

The business has a number of key customers, some of whom operate on contracts which are subject to annual renewals. As a consequence, the retention of particular customers may change on a year-to-year basis.

Raw Materials

Raw materials used by the business are subject to price fluctuations. Typically, these items are purchased on forward contracts, providing cover for some months ahead generally and in particular to lock in commitments with sales contracts on a “back to back" basis.

Food Safety

As a responsible food trader, we enforce our technical policies and procedures in relation to the production and storage of our products. The business recognises the importance and currently holds an A+ grade unannounced BRC accreditation.

Health & Safety

The business could be adversely impacted if it failed to manage the safety of its facility effectively.

The directors believe that the safety of the employees, contractors and suppliers is fundamentally important. A business compliance program is in place ensuring that all legal obligations are adhered to. Regular third-party auditing takes place to maintain a continuous improvement in standards.

Changing Consumer Trends

The business could be impacted by changing consumer trends, with potential risk areas including concerns over obesity and healthier eating. The business’ proactive development and technical teams are well positioned to help mitigate these risks.

The business will continue to develop a range of new products based on both customer requests and market trends. These include but are not limited to more bespoke, added value confectionary fillings and specialty sauces and jams recipes as well as broadening our no added sugar protein enriched variants of existing products.

The business is expected to continue to benefit from strong, long-standing customer relationships, whilst retaining the support of key suppliers. It expects to see its cash position increase and net debt reduce, continuing to improve the long-term profitability/sustainability of the business.

All key performance indicators, both financial and non-financial, are covered in the financial accounts. The principal items are:

• Turnover: £17,397,173 (2024: £18,227,795)

• Gross profit margin: 28% (2024: 31%)

• Profit before tax: £162,762 (2024: £1,395,630).

The company is committed to involve all employees in the performance and development of the business. Employees are encouraged to discuss with management any matters of interest to them, as well as issues affecting the day-to-day operations of the company.

It is the company’s policy to give full consideration to suitable applications for employment by disabled persons.

Disabled employees are eligible to participate in all career development opportunities available to staff. Opportunities also exist for employees of the company who became disabled to continue in employment or to be trained for other positions within the company.

Going concern

The directors have assessed the company as having sufficient resources to meet expected ongoing costs of the business for a period of at least 12 months from the date of signing the financial statements. As a result, they have continued to adopt the going concern basis when preparing the financial statements.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 March 2025.

The results for the year are set out on page 8.

Ordinary dividends were paid amounting to £3,575,000. The directors do not recommend payment of a further dividend.

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

No notable events post year-end.

Henderson Loggie LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

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 business review including future developments and assessment of financial risk management are included within the strategic report.

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 R & W Scott Ltd (the 'company') for the year ended 31 March 2025 which comprise the profit and loss account, 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 March 2025 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.

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. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud, is detailed below:

As part of our planning process:

• We enquired of management the systems and controls the company has in place, the areas of the financial statements that are most susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. Management informed us that there were no instances of known, suspected or alleged fraud;

• We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: compliance with the UK Companies Act, FRS 102, health & safety regulations, GDPR, employment law, anti-bribery and corruption laws, and food hygiene regulations;

• We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetrated, and tailored our risk assessment accordingly; and

• Using our knowledge of the company, together with the discussions held with management at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

• Enquired with management about any known or suspected instances of non-compliance with laws and regulations. including fraud;

• Reviewing minutes of meetings of those charged with governance;

• Reviewing key policies in place including the health and safety;

• Challenging assumptions and judgements made by management in their significant accounting estimates, in particular the selection of appropriate useful lives of fixed assets, the assessment of fixed asset impairment, the valuation of stock, and the accuracy and completeness of accruals and deferred income;

• Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness.

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance.

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 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 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 members as a body, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

R & W Scott Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Suite B, 8th Floor West One, Forth Banks, Newcastle Upon Tyne, Tyne and Wear, England, NE1 3PA. The principal place of business is 52 Clyde Street, Carluke, Lanarkshire, United Kingdom, ML8 5BD.

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 £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties at fair value. 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;

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

The financial statements of the company are consolidated in the financial statements of Scotts Holdco Ltd. These consolidated financial statements are available from its registered office, Suite B, 8th Floor West One, Forth Banks, Newcastle Upon Tyne, Tyne And Wear, England, NE1 3PA.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less discounts and rebates.

Revenue from the sale of goods is recognised when performance obligations are satisfied and control of the goods is transferred to the buyer, which occurs at the point of dispatch. Revenue is recognised only when the amount can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity, and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

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.

Expenditure of £500 or more on individual tangible fixed assets is capitalised at cost. Expenditure on assets below this threshold is credited or charged to profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell, after making due allowances for obsolete and slow moving items. 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. 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.

Trade receivables subject to an invoice discounting facility are retained on the balance sheet where the company retains the significant risks and rewards of ownership. In such cases, a corresponding liability is recognised within borrowings. Amounts advanced under the facility are presented as current liabilities. Fees and interest incurred in respect of the facility are recognised as finance costs in the period to which they relate.

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 trade and other payables, a mortgage secured on property, a bank loan obtained to support cash flow, and amounts drawn under an invoice discounting facility, are initially recognised at their transaction price. Where the arrangement constitutes a financing transaction, the liability is measured at the present value of future payments, discounted at a market rate of interest. Financial liabilities that are due 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.

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

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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 profit and loss account, 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.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

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.

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

Government grants relating to turnover are recognised as income over the periods when the related costs are incurred. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.

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

The key areas involving estimation uncertainty and critical judgement are as follows:

The recognition of accruals and deferred income involves estimating costs and revenues attributable to the reporting period where invoices or receipts are not yet received. These estimates are reviewed regularly and adjusted where necessary, but actual outcomes may differ.

Management exercises judgement in determining the useful economic lives of tangible fixed assets. These estimates affect the depreciation charge and the carrying value of assets. Useful lives are reviewed periodically to ensure they remain appropriate in light of operational and technological changes.

During the year, the company revised the estimated useful economic life of its freehold buildings from 50 years to 25 years, following a professional valuation. This change has been accounted for as a change in accounting estimate under FRS 102 and has been applied prospectively from the date of reassessment.

Stock is valued at the lower of cost and net realisable value. Provisions are made for obsolete, rework, and aged stock, based on factors such as discontinuation, processing requirements, and turnover relative to shelf life. These estimates involve judgement and are reviewed periodically to reflect current production and sales conditions.

Management assess the carrying value of investments in subsidiaries and tangible fixed assets for indicators of impairment. This involves significant judgement and estimation of future cash flows, discount rates, and recoverable amounts. These estimates are sensitive to changes in market conditions and operational performance.

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 3 (2024 - 3).

The actual (credit)/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:

In addition to the amount (credited)/charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

Freehold land and buildings with a carrying amount of £1,764,000 (2024: £1,800,000) have been pledged to secure borrowings of the company. The company is not allowed to pledge these assets as security for other borrowings or to sell them to another entity.

Freehold land and buildings were revalued at £1,800,000 on 9 April 2024 by Sanderson Weatherall Surveyors, independent valuers not connected with the company on the basis of market value. The valuation conforms to International Valuation Standards and was based on recent market transactions on arm's length terms for similar properties.

The following assets are carried at valuation. If the assets were measured using the cost model, the carrying amounts would be as follows:

Trade debtors subject to the invoice discounting facility as at 31 March 2025 are £2,116,628 (2024: £2,315,188).

During the year, the company entered into new financing arrangements to support the Employee Ownership Trust’s acquisition of Scotts Holdco Ltd and to provide general working capital.

The following facilities were drawn down on 8 July 2024:

• Invoice Discounting Facility – funding obtained against trade receivables, subject to standard operational restrictions.

• Mortgage Loan – £1,170,000, repayable over 15 years, interest fixed at 4.95%.

• Term Loan – £2,080,000, repayable over 5 years, interest fixed at 5.25%.

These borrowings are secured by:

• Fixed charges over certain freehold properties of the company;

• A floating charge over the whole of the company’s property and undertaking, both present and future; and

• A negative pledge restricting the creation of further security without the lender’s consent.

Accordingly, the company’s liabilities to its lender are secured against its land and buildings and the wider undertaking of the company. These security arrangements also extend to Scotts Holdco Ltd, the parent company, providing additional coverage in respect of the borrowings.

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

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

Each share has full rights in the company in respect to voting, dividends and distributions.

The primary purpose of the share capital reduction was to increase the company’s distributable reserves. This reclassification of capital enhanced the company's capacity to make distributions and, in particular, facilitated the settlement of consideration payable to the exiting shareholders as part of the EOT transaction.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Amounts contracted for but not provided in the financial statements:

Advances and credits to directors for the year ended 31 March 2025 are as follows:

The loans were required as detailed in the R & W Scott 3-Year Plan dated April 2022. When drawn, interest accrued at the official HMRC rate. Following the acquisition of 100% of the shares in Scotts Holdco Ltd by R & W Scott Eot Limited, the loans became repayable and were settled on 8 July 2024.

R&W Scott Ltd is ultimately controlled by R & W Scott Eot Ltd. The Eot holds 100% of the shares in Scotts Holdco Ltd, which in turn owns 100% of the shares in R&W Scott Ltd. The Eot has the authority to appoint or remove the directors of Scotts Holdco Ltd, thereby exercising control over the financial and operating policies of R&W Scott Ltd.