Company registration number 01534529 (England and Wales)
COOLING'S NURSERIES LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023
COOLING'S NURSERIES LIMITED
COMPANY INFORMATION
Directors
G D Carvosso
I Hazon
D A Ross
Company number
01534529
Registered office
Rushmore Hill
Nr Knockholt
Sevenoaks
Kent
TN14 7NN
Auditor
Perrys Audit Limited
Chartered Accountants
4th Floor
399-401 Strand
London
WC2R 0LT
COOLING'S NURSERIES LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Profit and loss account
5
Statement of comprehensive income
6
Balance sheet
7
Statement of changes in equity
8
Statement of cash flows
9
Notes to the financial statements
10 - 24
Independent auditor's report
25 - 27
COOLING'S NURSERIES LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2023
- 1 -
The directors present the strategic report for the year ended 31 January 2023.
Fair review of the business
The principal activity of the company is the growing of plants and the operation of garden centres with all the diversification that is associated therewith.
The COVID-19 pandemic boost that benefitted our industry to a huge degree finished and is reflected in the drop in turn over compared to 2021-22.
Other challenges are already with us, including rising costs including energy, wage pressures and stock. Plant health regulations are tightening all the time, leading to increased administrative costs.
However overall, the business and its experienced team continues to be well placed to ride out any uncertainties.
During the year the team continued to adapt and work hard to address the challenges that were thrown at them. The senior team has now evolved into a more dynamic unit appropriate to a small group of garden centres. Areas of weakness within the management team have been identified, further training and recruitment will be necessary in the year ahead.
A wide range of product has its benefits; however, it should be noted that home-grown plants remain the most profitable category within the business.
Principal risks and uncertainties
Principal risks and uncertainties are shared with many other retail businesses; however, the weather continues to be the most influential overriding factor for us. A hosepipe ban in place for much of the 2022 summer hampered plant sales significantly.
Sadly, in late December 2022 Paul Cooling who was Chairman of the business suddenly and unexpectedly passed away which impacted family, staff and customers significantly. However, the team as expected being co-owners and wanting to honour Paul have in fact performed very well.
Overall, the business and its experienced team continues to be well placed to ride out any uncertainties.
Development and performance
The Employee Ownership Trust created just before the 2022-23 financial year created a debt to the three shareholders Paul Cooling, Gary Carvosso and David Cooling, which continues to be paid down.
Despite this commitment, the Directors are confident that the business remains well placed for the future and keep an open mind to the addition of another site should the right opportunity present itself.
Key performance indicators
Key performance indicators are used by management to monitor and manage the business. These are set out below:
Turnover has decreased by 15% to £10,912,964 (2022: £12,863,322) this reflects a full year of trading at all 4 physical sites plus sales from our online shop.
Gross Profit Margin was comparable at 54% (2022: 54%).
Cash at the bank has decreased over the year by £2.1m. This reduction is wholly due to the company funding of share purchasing for the EOT.
Net assets have decreased by £2,150,550 to £4,977,408 (2022: £7,127,958).
COOLING'S NURSERIES LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023
- 2 -
G D Carvosso
Director
19 October 2023
COOLING'S NURSERIES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2023
- 3 -
The directors present their annual report and financial statements for the year ended 31 January 2023.
Principal activities
The principal activity of the company in the year under review was that of growing, cultivation and retail of plants and garden products.
Results and dividends
The results for the year are set out on page 5.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
No preference dividends were paid.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
D N Cooling
(Resigned 1 March 2022)
P M Cooling
(Deceased 30 December 2022)
G D Carvosso
I Hazon
D A Ross
Auditor
Perrys Audit Limited were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
G D Carvosso
Director
19 October 2023
COOLING'S NURSERIES LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2023
- 4 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
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.
COOLING'S NURSERIES LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 JANUARY 2023
- 5 -
2023
2022
Notes
£
£
Turnover
3
10,912,964
12,863,322
Cost of sales
(5,034,853)
(5,924,382)
Gross profit
5,878,111
6,938,940
Administrative expenses
(5,608,088)
(5,622,397)
Other operating income
245,055
280,764
Operating profit
4
515,078
1,597,307
Interest receivable and similar income
7
9,287
11,311
Profit before taxation
524,365
1,608,618
Tax on profit
8
(187,942)
(395,751)
Profit for the financial year
336,423
1,212,867
The profit and loss account has been prepared on the basis that all operations are continuing operations.
COOLING'S NURSERIES LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2023
- 6 -
2023
2022
£
£
Profit for the year
336,423
1,212,867
Other comprehensive income
-
-
Total comprehensive income for the year
336,423
1,212,867
COOLING'S NURSERIES LIMITED (REGISTERED NUMBER: 01534529)
BALANCE SHEET
AS AT
31 JANUARY 2023
31 January 2023
- 7 -
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
10
74,999
166,517
Tangible assets
11
2,957,120
3,141,148
3,032,119
3,307,665
Current assets
Stocks
12
2,261,029
2,314,294
Debtors
13
222,974
248,572
Cash at bank and in hand
879,217
3,031,926
3,363,220
5,594,792
Creditors: amounts falling due within one year
14
(1,158,279)
(1,561,671)
Net current assets
2,204,941
4,033,121
Total assets less current liabilities
5,237,060
7,340,786
Provisions for liabilities
Deferred tax liability
15
259,552
212,828
(259,552)
(212,828)
Net assets
4,977,508
7,127,958
Capital and reserves
Called up share capital
17
1,002
1,000
Profit and loss reserves
4,976,506
7,126,958
Total equity
4,977,508
7,127,958
The financial statements were approved by the board of directors and authorised for issue on 19 October 2023 and are signed on its behalf by:
G D Carvosso
Director
COOLING'S NURSERIES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2023
- 8 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 February 2021
1,000
6,114,091
6,115,091
Year ended 31 January 2022:
Profit and total comprehensive income for the year
-
1,212,867
1,212,867
Dividends
9
-
(200,000)
(200,000)
Balance at 31 January 2022
1,000
7,126,958
7,127,958
Year ended 31 January 2023:
Profit and total comprehensive income for the year
-
336,423
336,423
Issue of share capital
17
252
-
252
EOT share purchases
-
(2,486,875)
(2,486,875)
Other movements
(250)
-
(250)
Balance at 31 January 2023
1,002
4,976,506
4,977,508
COOLING'S NURSERIES LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2023
- 9 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
22
881,830
1,999,554
Income taxes paid
(341,402)
(279,633)
Net cash inflow from operating activities
540,428
1,719,921
Investing activities
Purchase of tangible fixed assets
(239,005)
(535,672)
Proceeds on disposal of tangible fixed assets
23,454
11,600
Proceeds on disposal of subsidiaries
2
Interest received
9,287
11,311
Net cash used in investing activities
(206,264)
(512,759)
Financing activities
Proceeds from issue of shares
2
EOT payments
(2,486,875)
Dividends paid
(200,000)
Net cash used in financing activities
(2,486,873)
(200,000)
Net (decrease)/increase in cash and cash equivalents
(2,152,709)
1,007,162
Cash and cash equivalents at beginning of year
3,031,926
2,024,764
Cash and cash equivalents at end of year
879,217
3,031,926
COOLING'S NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023
- 10 -
1
Accounting policies
Company information
Cooling's Nurseries Limited is a private company limited by shares incorporated in England and Wales. The registered office is Rushmore Hill, Nr Knockholt, Sevenoaks, Kent, TN14 7NN.
1.1
Accounting convention
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 £1.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
No group accounts have been prepared on the basis that the company's subsidiaries is dormant and are not material.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
The company recognises revenue on goods sold at the point of sale through its shop tills. Revenue in respect of commissions and services rendered is recognised when performance has been fulfilled.
1.4
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
COOLING'S NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023
1
Accounting policies
(Continued)
- 11 -
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Freehold land and buildings/lease improvements
See below
Plant and equipment
Over the term of the lease or 20% reducing balance
Fixtures and fittings
20% reducing balance
Motor vehicles
25% reducing balance
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
Freehold land is not depreciated. Freehold buildings are depreciated over 10 years.
1.6
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. Cost is determined using a weighted average cost formula.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
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.
COOLING'S NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023
1
Accounting policies
(Continued)
- 12 -
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
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.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable 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.
COOLING'S NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023
1
Accounting policies
(Continued)
- 13 -
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
COOLING'S NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023
1
Accounting policies
(Continued)
- 14 -
1.10
Employee benefits
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.
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.12
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
1.13
Government grants
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.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.14
Exceptional items are non recurring items of a size or nature that require separate identification in the accounts in order to provide a true and fair view. Exceptional items are charged to the profit and loss account either before or after operating profit depending on whether they affect the company's operating activities.
COOLING'S NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023
- 15 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
A key example of such an estimate is with regard to the company making provision for replacement goods under its hardy plant guarantee.
3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Sale of goods
10,619,996
12,389,492
Rendering of services
106,578
319,704
Commissions received
186,390
154,126
10,912,964
12,863,322
2023
2022
£
£
Turnover analysed by geographical market
UK
10,912,964
12,863,322
2023
2022
£
£
Other revenue
Interest income
9,287
11,311
Grants received
-
87,154
Rental income
245,055
193,610
COOLING'S NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023
- 16 -
4
Operating profit
2023
2022
Operating profit for the year is stated after charging/(crediting):
£
£
Government grants
-
(87,154)
Fees payable to the company's auditor for the audit of the company's financial statements
10,815
10,360
Depreciation of owned tangible fixed assets
408,733
505,688
Profit on disposal of tangible fixed assets
(9,154)
(2,398)
Amortisation of intangible assets
91,518
151,983
Operating lease charges
134,000
134,000
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Production and sales
153
160
administration and support
44
41
Total
197
201
Their aggregate remuneration comprised:
2023
2022
£
£
Wages and salaries
3,251,427
3,201,077
Social security costs
248,327
220,279
Pension costs
73,838
54,177
3,573,592
3,475,533
6
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
253,795
281,346
Company pension contributions to defined contribution schemes
6,406
4,374
260,201
285,720
COOLING'S NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023
6
Directors' remuneration
(Continued)
- 17 -
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2022 - 4).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
106,060
114,537
Company pension contributions to defined contribution schemes
2,128
1,320
7
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
9,287
11,311
8
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
141,218
341,402
Deferred tax
Origination and reversal of timing differences
46,724
54,349
Total tax charge
187,942
395,751
COOLING'S NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023
8
Taxation
(Continued)
- 18 -
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
Profit before taxation
524,365
1,608,618
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
99,629
305,637
Tax effect of expenses that are not deductible in determining taxable profit
8,600
Gains not taxable
(1,739)
(455)
Permanent capital allowances in excess of depreciation
34,728
36,220
Deferred tax
46,724
54,349
Taxation charge for the year
187,942
395,751
9
Dividends
2023
2022
£
£
Interim paid
200,000
10
Intangible fixed assets
Goodwill
£
Cost
At 1 February 2022 and 31 January 2023
725,000
Amortisation and impairment
At 1 February 2022
558,483
Amortisation charged for the year
91,518
At 31 January 2023
650,001
Carrying amount
At 31 January 2023
74,999
At 31 January 2022
166,517
COOLING'S NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023
10
Intangible fixed assets
(Continued)
- 19 -
Goodwill is purchased goodwill in relation to the acquisition of two garden centres, the first in
November 2017 and the second in June 2019. The amortisation expense for the year is included in administrative expenses. The remaining amortisation period is 5 months and 26 months respectively.
On 31 July 2020, the company purchased the trade and assets of the nursery known as Coolings Green & Pleasant (now Coolings Lifestyle), which was controlled by the director, P M Cooling. All assets were acquired at fair value including leasehold property improvements (£1), plant and machinery (£60,000), stock (£197,191) and goodwill (£nil).
11
Tangible fixed assets
Freehold land and buildings/lease improvements
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 February 2022
5,167,990
722,106
1,457,824
296,419
7,644,339
Additions
63,299
19,316
130,290
26,100
239,005
Disposals
(12,206)
(12,700)
(24,906)
At 31 January 2023
5,219,083
741,422
1,575,414
322,519
7,858,438
Depreciation and impairment
At 1 February 2022
2,838,645
369,916
1,143,023
151,607
4,503,191
Depreciation charged in the year
214,215
47,579
109,649
37,290
408,733
Eliminated in respect of disposals
(407)
(10,199)
(10,606)
At 31 January 2023
3,052,453
417,495
1,242,473
188,897
4,901,318
Carrying amount
At 31 January 2023
2,166,630
323,927
332,941
133,622
2,957,120
At 31 January 2022
2,329,345
352,190
314,801
144,812
3,141,148
Included in the £2,166m above is freehold land and buildings of £1,071m (2022: £1,090m).
12
Stocks
2023
2022
£
£
Finished goods and goods for resale
2,261,029
2,314,294
COOLING'S NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023
- 20 -
13
Debtors
2023
2022
Amounts falling due within one year:
£
£
Other debtors
97,576
92,765
Prepayments and accrued income
125,398
155,807
222,974
248,572
14
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
654,426
956,838
Corporation tax
141,218
341,402
Other taxation and social security
163,541
56,189
Other creditors
109,318
108,332
Accruals and deferred income
89,776
98,910
1,158,279
1,561,671
15
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2023
2022
Balances:
£
£
Accelerated capital allowances
259,552
212,828
2023
Movements in the year:
£
Liability at 1 February 2022
212,828
Charge to profit or loss
46,724
Liability at 31 January 2023
259,552
COOLING'S NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023
- 21 -
16
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
73,838
54,177
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
17
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
750
1,000
750
1,000
Cooling family ordinary of £1 each
250
-
250
-
1,000
1,000
1,000
1,000
2023
2022
2023
2022
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference shares of £1 each
2
-
2
-
Preference shares classified as equity
2
-
Total equity share capital
1,002
1,000
Ordinary shares have the following rights, preferences and restrictions:
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the company.
Preference shares hold no voting rights and have no dividend rights.
Rights of shareholders on a return of capital or otherwise - 1st paying the EOT its entitlement, 2nd preference shares and 3rd distributed equally amongst other holders of Ordinary shares and Cooling Family Ordinary shares.
18
Financial commitments, guarantees and contingent liabilities
Fixed and floating charges are held over the company's assets by two of the shareholders of this company. The charge held is in relation to security for sum owed under a share purchase agreement.
COOLING'S NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023
- 22 -
19
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2023
2022
£
£
Within one year
134,000
134,000
Between two and five years
529,000
536,000
In over five years
8,333
135,333
671,333
805,333
Lessor
At the reporting end date the company had contracted with tenants for the following minimum lease payments:
2023
2022
£
£
Within one year
76,019
141,744
Between two and five years
201,792
277,811
277,811
419,555
The amount of non-cancellable operating lease payments recognised as an expense during the year was £134,000 (2022: £134,000).
20
Related party transactions
Transactions with related parties
During the year the company entered into the following transactions with related parties:
Purchases
Purchases
2023
2022
£
£
Key management personnel
-
12,175
COOLING'S NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023
20
Related party transactions
(Continued)
- 23 -
Rent payable
2023
2022
£
£
Key management personnel
50,000
50,000
Other related parties
84,000
84,000
Details of the acquisition of the nursery known as Coolings Green & Pleasant, previously controlled by director P M Cooling, are provided in note 10.
During the year the company made payments to the ultimate controlling party of £2,453,125 (2022: £Nil).
21
Ultimate controlling party
On 28 February 2022, Cooling's Nurseries EOT Trustees Limited became the ultimate controlling party.
22
Cash generated from operations
2023
2022
£
£
Profit for the year after tax
336,423
1,212,867
Adjustments for:
Taxation charged
187,942
395,751
Investment income
(9,287)
(11,311)
Gain on disposal of tangible fixed assets
(9,154)
(2,398)
Amortisation and impairment of intangible assets
91,518
151,983
Depreciation and impairment of tangible fixed assets
408,733
505,688
Movements in working capital:
Decrease/(increase) in stocks
53,265
(535,681)
Decrease in debtors
25,598
185,087
(Decrease)/increase in creditors
(203,208)
97,568
Cash generated from operations
881,830
1,999,554
COOLING'S NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023
- 24 -
23
Analysis of changes in net funds
1 February 2022
Cash flows
31 January 2023
£
£
£
Cash at bank and in hand
3,031,926
(2,152,709)
879,217
COOLING'S NURSERIES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF COOLING'S NURSERIES LIMITED
- 25 -
Opinion
We have audited the financial statements of Cooling's Nurseries Limited (the 'company') for the year ended 31 January 2023 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the 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).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 January 2023 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
COOLING'S NURSERIES LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COOLING'S NURSERIES LIMITED
- 26 -
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.
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 directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of 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 is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's 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 an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
COOLING'S NURSERIES LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COOLING'S NURSERIES LIMITED
- 27 -
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 extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud.
We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
We focused on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management.
We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
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.
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.
Declan McCusker (Senior Statutory Auditor)
For and on behalf of Perrys Audit Limited
Chartered Accountants
Statutory Auditor
4th Floor
399-401 Strand
London
WC2R 0LT
24 October 2023
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