REGISTERED NUMBER: SC314713 (Scotland)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

DUNDEE COLD STORES LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

8

Other Comprehensive Income

9

Statement of Financial Position

10

Statement of Changes in Equity

11

Statement of Cash Flows

12

Notes to the Statement of Cash Flows

13

Notes to the Financial Statements

14

DIRECTORS:

C G W Bruce

W P Bruce

J I Forbes

I Gillies

G A Forbes

REGISTERED OFFICE:

Whittle Place

Gourdie Industrial Estate

Dundee

DD2 4TD

REGISTERED NUMBER:

SC314713 (Scotland)

AUDITORS:

Thomas Barrie & Co LLP

Statutory Auditor

Chartered Accountants

4th Floor, Atlantic House

1a Cadogan Street

Glasgow

G2 6QE

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

REVIEW OF BUSINESS

The results for the year and financial position of the company are as shown in the annexed financial statements.

We aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the year end. Our review is consistent with the size and non-complex nature of our business and is written in the context of the risks and uncertainties we face.

The company continues to operate in the processing, freezing and cold storage of fruit and vegetables.

The long term programme of capital investment and preventative maintenance continued in the year with further expenditure of over £1.2m. The programme is designed to improve processing quality and efficiency whilst also reducing downtime.

We consider that our key financial performance indicators are those that communicate the financial performance and strength of the company as a whole, these being turnover, gross profit and net profit:

2025

2024

£

£

Turnover

13,892,664

12,943,299

Gross Profit

44.04%

40.06%

Net Profit

21.75%

18.52%

Although recent economic conditions have been difficult, our continued investment in our processing and storage plants should ensure the long-term stability and growth of our business. We will continue to strive to improve efficiency of our processes and aim to further utilise our storage facilities outwith the vegetable season.

As for many businesses of our size, the business environment in which we operate continues to be challenging and we are aware that any plans for the future development of the business may be subject to unforeseen future events outwith our control.

ON BEHALF OF THE BOARD:

W P Bruce - Director

19 August 2026

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

DIVIDENDS

Interim dividends per share were paid as follows:

'A' Ordinary £1 shares

£47,000

- 31 December 2025

'B' Ordinary £1 shares

£47,000

- 31 December 2025

The directors recommend that no final dividends be paid.

The total distribution of dividends for the year ended 31 December 2025 will be £ 4,700,000 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

C G W Bruce

W P Bruce

J I Forbes

I Gillies

G A Forbes

DIRECTORS INDEMNITIES

As permitted by the Articles of Association, the Directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force. The company also purchased and maintained throughout the financial year Directors' and Officers' liability insurance in respect of itself and its Directors.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Thomas Barrie & Co LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

W P Bruce - Director

19 August 2026

Opinion

We have audited the financial statements of Dundee Cold Stores Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the 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 company's affairs as at 31 December 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our sector experience through discussion with the directors and other management (as required by auditing standards).

- We had regard to laws and regulations in areas that directly affect the financial statements including financial reporting and taxation legislation, health & safety, employment law, and SEPA. We considered the extent of compliance with those laws and regulations as part of our procedures on the related financial statement items.

- With the exception of any known or possible non-compliance, and as required by auditing standards, our work in respect of these was limited to enquiry of the directors.

- We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.

- We addressed the risk of fraud through management override of controls, by testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

Because of 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. 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.

Martin Greig BA CA (Senior Statutory Auditor)

for and on behalf of Thomas Barrie & Co LLP

Statutory Auditor

Chartered Accountants

4th Floor, Atlantic House

1a Cadogan Street

Glasgow

G2 6QE

20 August 2026

TURNOVER

13,892,664

12,943,299

Other operating income

17,859

27,146

13,910,523

12,970,445

Raw materials and consumables

(4,002,174

)

(4,489,047

)

Other external expenses

(1,036,995

)

(674,348

)

8,871,354

7,807,050

Staff costs

3

(3,002,295

)

(2,724,579

)

Depreciation

(1,041,399

)

(927,062

)

Other operating expenses

(742,910

)

(906,323

)

OPERATING PROFIT

4

4,084,750

3,249,086

Interest payable and similar expenses

5

(45,763

)

(38,714

)

PROFIT BEFORE TAXATION

4,038,987

3,210,372

Tax on profit

6

(1,016,998

)

(813,311

)

PROFIT FOR THE FINANCIAL YEAR

3,021,989

2,397,061

PROFIT FOR THE YEAR

3,021,989

2,397,061

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

3,021,989

2,397,061

FIXED ASSETS

Tangible assets

8

4,669,537

4,624,070

CURRENT ASSETS

Stocks

9

411,998

484,991

Debtors

10

6,371,649

8,011,610

Cash at bank and in hand

16,213

430,079

6,799,860

8,926,680

CREDITORS

Amounts falling due within one year

11

(1,027,259

)

(1,335,495

)

NET CURRENT ASSETS

5,772,601

7,591,185

TOTAL ASSETS LESS CURRENT LIABILITIES

10,442,138

12,215,255

CREDITORS

Amounts falling due after more than one year

12

(456,589

)

(556,285

)

PROVISIONS FOR LIABILITIES

15

(774,859

)

(770,269

)

NET ASSETS

9,210,690

10,888,701

CAPITAL AND RESERVES

Called up share capital

16

100

100

Retained earnings

17

9,210,590

10,888,601

SHAREHOLDERS' FUNDS

9,210,690

10,888,701

The financial statements were approved by the Board of Directors and authorised for issue on 19 August 2026 and were signed on its behalf by:

W P Bruce - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

100

8,491,540

8,491,640

Changes in equity

Total comprehensive income

-

2,397,061

2,397,061

Balance at 31 December 2024

100

10,888,601

10,888,701

Changes in equity

Dividends

-

(4,700,000

)

(4,700,000

)

Total comprehensive income

-

3,021,989

3,021,989

Balance at 31 December 2025

100

9,210,590

9,210,690

Cash flows from operating activities

Cash generated from operations

1

6,908,489

1,174,008

Interest paid

(45,763

)

(38,714

)

Tax paid

(1,390,030

)

(630,058

)

Net cash from operating activities

5,472,696

505,236

Cash flows from investing activities

Purchase of tangible fixed assets

(1,086,866

)

(1,020,882

)

Sale of tangible fixed assets

-

25,000

Net cash from investing activities

(1,086,866

)

(995,882

)

Cash flows from financing activities

Loan repayments in year

(99,696

)

(96,881

)

Equity dividends paid

(4,700,000

)

-

Net cash from financing activities

(4,799,696

)

(96,881

)

Decrease in cash and cash equivalents

(413,866

)

(587,527

)

Cash and cash equivalents at beginning of year

2

430,079

1,017,606

Cash and cash equivalents at end of year

2

16,213

430,079

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

2025

2024

£

£

Profit before taxation

4,038,987

3,210,372

Depreciation charges

1,041,399

952,062

Profit on disposal of fixed assets

-

(25,000

)

Finance costs

45,763

38,714

5,126,149

4,176,148

Decrease in stocks

72,993

244,603

Decrease/(increase) in trade and other debtors

1,639,961

(3,093,252

)

Increase/(decrease) in trade and other creditors

69,386

(153,491

)

Cash generated from operations

6,908,489

1,174,008

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 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

16,213

430,079

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

430,079

1,017,606

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank and in hand

430,079

(413,866

)

16,213

430,079

(413,866

)

16,213

Debt

Debts falling due within 1 year

(85,000

)

-

(85,000

)

Debts falling due after 1 year

(556,285

)

99,696

(456,589

)

(641,285

)

99,696

(541,589

)

Total

(211,206

)

(314,170

)

(525,376

)

1.	STATUTORY INFORMATION

Dundee Cold Stores Limited is a private company, limited by shares, registered in Scotland, registration number SC314713. The registered office is Whittle Place, Gourdie Industrial Estate, Dundee, DD2 4TD.

The principal activity of the company is processing, freezing and cold storage of vegetables.

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.

The presentational and functional currency of the financial statements is Pounds Sterling (£).

Significant judgements and estimates

In preparing these financial statements, the directors are required to make judgements, estimates and assumptions that affect the application of the Company's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

The following judgements and estimates have had the most significant effects on amounts recognised in the financial statements:

Plant and equipment

The estimates and assumptions made to determine asset lives require judgements to be made as regards useful lives and residual values. The useful lives and residual values of the company's financial assets are determined by management at the time the asset is acquired and reviewed annually for appropriateness. The lives are based on management experience with similar assets.

Turnover

Turnover is measured at the fair value of consideration received or receivable, taking into account the amount of any discounts and rebates allowed by the entity, but excluding value added tax and other sales taxes.

Goods & services

Income from goods and services in relation to the processing, freezing and cold storage of vegetables is recognised when performed, such that risks and rewards have been transferred to the customer.

Government grants

Government grants in relation to tangible fixed assets are credited to profit and loss account over the useful lives of the related assets, whereas those in relation to expenditure are credited when the expenditure is charged to profit and loss. Subsidies are recognised in the profit and loss in the period to which they relate.

Tangible fixed assets

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

Freehold property

-

2% on cost and not provided

Plant and machinery

-

15% on cost and 10% on cost

Computer Equipment

-

25% on cost

The carrying values of tangible fixed assets are reviewed annually for impairment if events or changes in circumstances indicate the carrying values may not be recoverable.

Stocks

Stocks are valued at the lower of cost and net realisable value. Pallet and timber stock are written down annually in line with expected useful lives.

Financial instruments

The company has financial assets and financial liabilities of a kind that qualify as basic financial instruments.

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Cash and cash equivalents

Cash and cash equivalents comprises cash balances.

Creditors

Short term trade creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Provisions

Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the 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.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Short term employee benefits

Short term employee benefits, including holiday pay, are recognised as an expense in profit and loss in the period in which they are incurred. A liability is recognised for the amount expected to be paid if the company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

3.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

2,602,146

2,446,596

Social security costs

313,491

246,309

Other pension costs

86,658

31,674

3,002,295

2,724,579

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

2025

2024

Management

6

5

Non - management

49

54

55

59

2025

2024

£

£

Directors' remuneration

-

-

4.	OPERATING PROFIT

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

2025

2024

£

£

Depreciation - owned assets

1,041,399

952,063

Profit on disposal of fixed assets

-

(25,000

)

Auditors' remuneration

11,000

11,025

Foreign exchange differences

25

65

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bank interest

15,394

20,550

Bank loan interest

21,998

18,164

Interest on corporation tax

8,371

-

45,763

38,714

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

1,012,408

873,522

Deferred tax

4,590

(60,211

)

Tax on profit

1,016,998

813,311

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Profit before tax

4,038,987

3,210,372

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

1,009,747

802,593

Effects of:

Expenses not deductible for tax purposes

254

-

Income not taxable for tax purposes

-

(6,250

)

Depreciation in excess of capital allowances

2,407

78,091

Adjustments to tax charge in respect of previous periods

-

(912

)

Deferred tax movement

4,590

(60,211

)

Total tax charge

1,016,998

813,311

7.

DIVIDENDS

2025

2024

£

£

'A' Ordinary shares of £1 each

Interim

2,350,000

-

'B' Ordinary shares of £1 each

Interim

2,350,000

-

4,700,000

-

8.	TANGIBLE FIXED ASSETS

Freehold

Plant and

Computer

property

machinery

Equipment

Totals

£

£

£

£

COST

At 1 January 2025

1,742,490

9,349,394

125,904

11,217,788

Additions

78,331

1,008,535

-

1,086,866

At 31 December 2025

1,820,821

10,357,929

125,904

12,304,654

DEPRECIATION

At 1 January 2025

322,429

6,145,385

125,904

6,593,718

Charge for year

29,097

1,012,302

-

1,041,399

At 31 December 2025

351,526

7,157,687

125,904

7,635,117

NET BOOK VALUE

At 31 December 2025

1,469,295

3,200,242

-

4,669,537

At 31 December 2024

1,420,061

3,204,009

-

4,624,070

Included in cost of land and buildings is freehold land of £ 341,596 (2024 - £ 341,596 ) which is not depreciated.

9.

STOCKS

2025

2024

£

£

Stocks

411,998

484,991

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

5,926,185

5,934,287

Other debtors

63,082

1,856,166

VAT

163,302

-

Prepayments and accrued income

219,080

221,157

6,371,649

8,011,610

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts (see note 13)

85,000

85,000

Trade creditors

283,940

257,763

Tax

495,813

873,435

Social security and other taxes

37,095

26,775

VAT

-

22,444

Other creditors

8,968

29,039

Accrued expenses

116,443

41,039

1,027,259

1,335,495