Shepcote Distributors Limited - Limited company accounts 25.1

REGISTERED NUMBER: 00949706 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025

FOR

SHEPCOTE DISTRIBUTORS LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Income Statement

7

Other Comprehensive Income

8

Statement of Financial Position

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

E R Shepherdson

Mrs I M Shepherdson

SECRETARY:

Mrs I M Shepherdson

REGISTERED OFFICE:

Pexton Road

Kelleythorpe Industrial Estate

Driffield

East Yorkshire

YO25 9FR

REGISTERED NUMBER:

00949706 (England and Wales)

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

REVIEW OF BUSINESS

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

After distribution, administration and finance costs, the company recorded a profit before tax of £193,060 (2024 - £374,087). The balance sheet shows an improvement of £143,535 in shareholders' funds.

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

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

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

PRINCIPAL RISKS AND UNCERTAINTIES

The Board is ultimately responsible for the company's system of internal control and for reviewing its effectiveness. Such a system is designed to manage rather than eliminate the risk of failure to achieve the business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss. The Directors regularly review the risks to which the company is exposed, as well as the operation and effectiveness of the system of internal controls.

The company's principal financial instruments comprise banks balances, trade creditors, trade debtors, and loans to the company. The main purpose of these instruments is to raise funds for the company's operations and to finance the company's operations. Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

The company does not have any external loans outside of the group. With the majority of sales revenue cash based, working capital remains low enabling management of cash flow.

ON BEHALF OF THE BOARD:

E R Shepherdson - Director

27 November 2025

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of sugar merchants, food distribution and the manufacture of marzipan related confectionery.

DIVIDENDS

No dividends will be distributed for the year ended 31 March 2025.

DIRECTORS

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

E R Shepherdson

Mrs I M Shepherdson

DIRECTORS' RESPONSIBILITIES STATEMENT

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). 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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

E R Shepherdson - Director

27 November 2025

Opinion

We have audited the financial statements of Shepcote Distributors Limited (the 'company') for the year ended 31 March 2025 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and 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 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 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 Directors' Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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 the audit was considered capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental, food standards and health and safety legislation. An understanding of these laws and regulations and the extent of compliance was obtained through discussion with management and inspecting legal and regulatory correspondence.

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

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC, relevant regulators, and the company's legal advisors.

Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Stephen Bramall BSc FCA (Senior Statutory Auditor)

for and on behalf of Smailes Goldie Watson Limited

Statutory Auditors

Chartered Accountants

Units 7-8 Manor Court

Manor Garth

Eastfield

Scarborough

North Yorkshire

YO11 3TU

27 November 2025

TURNOVER

3

16,558,327

17,036,508

Cost of sales

14,500,940

14,644,012

GROSS PROFIT

2,057,387

2,392,496

Distribution costs

758,526

815,806

Administrative expenses

1,120,207

1,218,025

1,878,733

2,033,831

178,654

358,665

Other operating income

11,639

13,566

OPERATING PROFIT

5

190,293

372,231

Interest receivable and similar income

2,767

1,856

PROFIT BEFORE TAXATION

193,060

374,087

Tax on profit

6

49,525

95,873

PROFIT FOR THE FINANCIAL YEAR

143,535

278,214

PROFIT FOR THE YEAR

143,535

278,214

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

143,535

278,214

FIXED ASSETS

Tangible assets

7

608,689

585,282

CURRENT ASSETS

Stocks

8

1,029,462

966,987

Debtors

9

1,588,367

1,790,065

Cash at bank and in hand

856,417

862,383

3,474,246

3,619,435

CREDITORS

Amounts falling due within one year

10

2,197,226

2,467,922

NET CURRENT ASSETS

1,277,020

1,151,513

TOTAL ASSETS LESS CURRENT
LIABILITIES

1,885,709

1,736,795

PROVISIONS FOR LIABILITIES

12

119,236

113,857

NET ASSETS

1,766,473

1,622,938

CAPITAL AND RESERVES

Called up share capital

13

10,000

Retained earnings

14

1,756,473

1,612,938

SHAREHOLDERS' FUNDS

1,766,473

1,622,938

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

E R Shepherdson - Director

Called up

share

Retained

Total

capital

earnings

equity

£

Balance at 1 April 2023

10,000

1,273,764

1,283,764

Prior year adjustment

-

60,960

As restated

10,000

1,334,724

1,344,724

Changes in equity

Total comprehensive income

-

278,214

Balance at 31 March 2024

10,000

1,612,938

1,622,938

Changes in equity

Total comprehensive income

-

143,535

Balance at 31 March 2025

10,000

1,756,473

1,766,473

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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

Going concern

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

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirement of paragraph 33.7.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Significant judgements and estimates

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

Critical judgements in applying the company's policies

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

Critical accounting estimates and assumptions

Impairment of inventories

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

Useful economic lives and residual values of tangible assets

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

Irrecoverable debts

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

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

Turnover

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

Tangible fixed assets

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

Plant and machinery

-

15% on reducing balance

Fixtures and fittings

-

15% on reducing balance

Motor vehicles

-

25% on reducing balance

Computer equipment

-

25% on reducing balance

Stocks

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

Financial instruments

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

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

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

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

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

3.

TURNOVER

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

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

Wages and salaries

1,589,072

1,685,530

Social security costs

148,565

159,209

Other pension costs

60,145

81,377

1,797,782

1,926,116

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

2025

2024

Production and distribution

38

44

Administration

16

17

54

61

2025

2024

£

Directors' remuneration

-

The above details do not include directors' emoluments paid by the holding company which are partially recharged to the company as part of management charges made. It is not practicable to separately identify the amount of directors' emoluments included in the management charge.

5.	OPERATING PROFIT

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

2025

2024

£

Depreciation - owned assets

104,931

99,217

Loss on disposal of fixed assets

-

15,281

Auditors' remuneration

12,000

11,550

Foreign exchange differences

5,356

10,107

Operating lease rentals

87,583

79,188

Government grants receivable

(5,568

)

(7,234

)

6.

TAXATION

Analysis of the tax charge

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

2025

2024

£

Current tax:

UK corporation tax

44,146

109,112

Prior year tax charge/(credit)

-

592

Total current tax

44,146

109,704

Deferred tax

5,379

(13,831

)

Tax on profit

49,525

95,873

UK corporation tax has been charged at 25% .

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

193,060

374,087

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

48,265

93,522

Effects of:

Expenses not deductible for tax purposes

18

415

Adjustments to tax charge in respect of previous periods

-

592

Depreciation on non-qualifying assets

1,242

1,344

Total tax charge

49,525

95,873

7.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

Motor

Computer

machinery

fittings

vehicles

equipment

Totals

£

COST

At 1 April 2024

1,020,038

332,164

-

78,265

1,430,467

Additions

82,348

-

22,300

23,690

128,338

At 31 March 2025

1,102,386

332,164

22,300

101,955

1,558,805

DEPRECIATION

At 1 April 2024

646,995

158,603

-

39,587

845,185

Charge for year

62,960

26,032

929

15,010

104,931

At 31 March 2025

709,955

184,635

929

54,597

950,116

NET BOOK VALUE

At 31 March 2025

392,431

147,529

21,371

47,358

608,689

At 31 March 2024

373,043

173,561

-

38,678

585,282

8.

STOCKS

2025

2024

£

Raw materials and consumables

1,029,462

966,987

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

Trade debtors

1,400,801

1,565,349

Other debtors

-

20,597

VAT

33,739

23,920

Prepayments and accrued income

153,827

180,199

1,588,367

1,790,065

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

Trade creditors

976,823

1,179,647

Amounts owed to group undertakings

987,385

Tax

44,110

123,409

Social security and other taxes

44,435

55,084

Other creditors

-

8,171

Accruals and deferred income

109,743

78,553

Deferred government grants

34,730

35,673

2,197,226

2,467,922

11.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

Within one year

101,328

76,019

Between one and five years

161,830

82,692

263,158

158,711

12.	PROVISIONS FOR LIABILITIES

2025

2024

£

Deferred tax

119,236

113,857

Deferred

tax

£

Balance at 1 April 2024

113,857

Provided during year

5,379

Balance at 31 March 2025

119,236

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

10,000

Ordinary

£1

10,000

14.

RESERVES

Retained

earnings

£

At 1 April 2024

1,612,938

Profit for the year

143,535

At 31 March 2025

1,756,473

Retained earnings represents cumulative profits and losses net of dividends and other adjustments.

15.	PENSION COMMITMENTS

The company operates defined contribution pension schemes for its employees. The level of contributions made by the company to the schemes during the year was £60,145 (2024 - £81,377). Outstanding contributions due at the balance sheet date amount to £Nil (2024 - £8,171).

16.	CAPITAL COMMITMENTS

2025

2024

£

Contracted but not provided for in the

financial statements

305,255

38,120

17.	RELATED PARTY DISCLOSURES

Key management personnel are paid by the holding company and are partially recharged to the company as part of management charges made. It is not practicable to separately identify the amount of remuneration for key management personnel included in the management charge.

18.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is E R Shepherdson.

The company is a wholly owned subsidiary of Shepcote Holdings Limited.

The parent undertaking of the only group for which consolidated accounts are prepared is Shepcote Holdings Ltd of Pexton Road, Kelleythorpe Industrial Estate, Driffield, East Yorkshire, YO25 9FR, which is registered in England and Wales.