The Directors present the strategic report for the year ended 31 March 2025.
The group 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 group 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/loss before tax: £260,462 loss (2024: £1,471,215 profit).
The group 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 group.
It is the group'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 group who became disabled to continue in employment or to be trained for other positions within the group.
Going concern
The directors have assessed the group 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.
No ordinary dividends were paid. The Directors do not recommend payment of a further dividend.
During the year, the company made a contribution of £3,575,000 to The R & W Scott Employee Ownership Trust. This contribution was made to facilitate the payment of the initial consideration to the previous shareholders in connection with the transition to employee ownership.
The Directors who held office during the year and up to the date of signature of the financial statements were as follows:
Henderson Loggie LLP were appointed as auditor to the group 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 group 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.
We have audited the financial statements of Scotts Holdco Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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).
Basis for 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 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
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.
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 group 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 group. 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, SEPA, and food hygiene regulations;
We considered the incentives and opportunities that exist in the group, including the extent of management bias, which present a potential for irregularities and fraud to be perpetrated, and tailored our risk assessment accordingly; and
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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £2,955,298 (2024 - £207,909 profit).
Scotts Holdco Ltd (“the company”) is a private limited company domiciled and 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 group consists of Scotts Holdco Ltd and all of its subsidiaries.
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. The principal accounting policies adopted are set out below.
The 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 for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Scotts Holdco Ltd together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
At the time of approving the financial statements, the Directors have a reasonable expectation that the group 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.
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 recognised in the profit and loss account.
Expenditure of £500 or more on individual tangible fixed assets is capitalised at cost. Expenditure below this threshold is charged directly to the profit and loss account in the period incurred.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
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.
The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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 group 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 group 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 group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group 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 group.
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 group’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 if, and only if, there is 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.
The company participates in a share-based payment arrangement granted to its employees and employees of its subsidiaries. The company has elected to recognise and measure its share-based payment expense on the basis of a reasonable allocation of the expense for the group recognised in its consolidated accounts. The directors consider the number of unvested options granted to the company’s employees compared to the total unvested options granted under the group plan to be a reasonable basis for allocating the expense.
The expense in relation to options over the company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.
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 leased 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 group’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 group and 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 (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:
In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:
The negative goodwill arising from the acquisition of R & W Scott Ltd was amortised over a five-year period and has now been fully written down.
The company had no intangible fixed assets at 31 March 2025 or 31 March 2024.
Freehold land and buildings with a carrying amount of £1,764,000 (2024: £1,800,000) have been pledged to secure borrowings of the group. The group is not allowed to pledge these assets as security for other borrowings or to sell them to another entity.
A prior period error was identified in relation to the brought forward fixed asset balance between the trading subsidiary and the group. Amounts had been erroneously removed from the subsidiary’s fixed asset register but remained in the group accounts, resulting in a mismatch.
The error arose due to incorrect elimination of cost and accumulated depreciation entries at group level. However, as the cost and accumulated depreciation netted to nil, the overall impact on the group’s net assets and profit or loss was nil.
The correction has been made retrospectively in the current period. As the net impact is nil, it is not practicable to present restated financial statement line items for each prior period, and no adjustment was required to the opening balance of the earliest prior period presented.
The brought forward depreciation difference has been corrected in the current year due to its impact on group reserves. As the adjustment is immaterial, no prior year restatement has been made.
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:
Details of the company's subsidiaries at 31 March 2025 are 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 group 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 group;
A floating charge over the whole of the group’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 group’s liabilities to its lender are secured against its land and buildings and the wider undertaking of the group.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Deferred income is included in the financial statements as follows:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
Following the sale of the company, all share options outstanding at the beginning of the year were either exercised or lapsed. As a result, there are no share options outstanding as at 31 March 2025.
Ordinary shares carry full rights to vote, receive dividends, and participate in distributions of capital. A Ordinary shares are non-voting but are entitled to dividends and rank pari passu with Ordinary shares in respect of dividends and capital distributions.
During the year, the company allotted 59,600 ordinary shares of £0.01 each for £2,199, increasing share capital by £596 and share premium by £1,603. The shares were issued to R & W Scott EOT Limited through a capitalisation of reserves in connection with the Employee Ownership Trust acquisition.
At the reporting end date the group 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:
During the year, the holding company, Scotts Holdco Limited, made capital contributions totaling £3,575,000 to The R&W Employee Ownership Trust to facilitate the acquisition of shares from exiting shareholders. These contributions were made on behalf of the Trust and are considered related party transactions under FRS 102 Section 33.
Professional fees and other costs directly attributable to the planned share acquisition were incurred by the Company prior to completion. These costs have been recognised as prepayments in accordance with FRS 102, and are only expensed once the acquisition occurs. The Company's distributable reserves were sufficient at the date of the contributions, making the contributions a lawful distribution under the Companies Act 2006.
Scotts Holdco Limited expects to make future payments of deferred consideration, subject to the Group having sufficient distributable reserves and cash. These payments are also conditional on approval from the financier for dividends from R & W Scott Limited to Scotts Holdco, which would then enable further contributions to the EOT.
Advances and credits to directors for the year ended 31 March 2025 are as follows:
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.