Caseware UK (AP4) 2022.0.179 2022.0.179 2023-08-312023-08-312023-08-312022-09-01false0No description of principal activity0falsefalse 09192551 2022-09-01 2023-08-31 09192551 2021-09-01 2022-08-31 09192551 2023-08-31 09192551 2022-08-31 09192551 2021-09-01 09192551 c:Director1 2022-09-01 2023-08-31 09192551 c:Director2 2022-09-01 2023-08-31 09192551 c:Director3 2022-09-01 2023-08-31 09192551 c:Director4 2022-09-01 2023-08-31 09192551 c:RegisteredOffice 2022-09-01 2023-08-31 09192551 d:MotorVehicles 2022-09-01 2023-08-31 09192551 d:MotorVehicles 2023-08-31 09192551 d:MotorVehicles 2022-08-31 09192551 d:MotorVehicles d:OwnedOrFreeholdAssets 2022-09-01 2023-08-31 09192551 d:FurnitureFittings 2022-09-01 2023-08-31 09192551 d:FurnitureFittings 2023-08-31 09192551 d:FurnitureFittings 2022-08-31 09192551 d:FurnitureFittings d:OwnedOrFreeholdAssets 2022-09-01 2023-08-31 09192551 d:ComputerEquipment 2022-09-01 2023-08-31 09192551 d:ComputerEquipment 2023-08-31 09192551 d:ComputerEquipment 2022-08-31 09192551 d:ComputerEquipment d:OwnedOrFreeholdAssets 2022-09-01 2023-08-31 09192551 d:OwnedOrFreeholdAssets 2022-09-01 2023-08-31 09192551 d:CurrentFinancialInstruments 2023-08-31 09192551 d:CurrentFinancialInstruments 2022-08-31 09192551 d:CurrentFinancialInstruments 1 2023-08-31 09192551 d:CurrentFinancialInstruments 1 2022-08-31 09192551 d:Non-currentFinancialInstruments 2023-08-31 09192551 d:Non-currentFinancialInstruments 2022-08-31 09192551 d:CurrentFinancialInstruments d:WithinOneYear 2023-08-31 09192551 d:CurrentFinancialInstruments d:WithinOneYear 2022-08-31 09192551 d:Non-currentFinancialInstruments d:AfterOneYear 2023-08-31 09192551 d:Non-currentFinancialInstruments d:AfterOneYear 2022-08-31 09192551 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2023-08-31 09192551 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2022-08-31 09192551 d:ShareCapital 2023-08-31 09192551 d:ShareCapital 2022-08-31 09192551 d:ShareCapital 2021-09-01 09192551 d:SharePremium 2022-09-01 2023-08-31 09192551 d:SharePremium 2023-08-31 09192551 d:SharePremium 2022-08-31 09192551 d:SharePremium 2021-09-01 09192551 d:CapitalRedemptionReserve 2022-09-01 2023-08-31 09192551 d:ForeignCurrencyTranslationReserve 2022-09-01 2023-08-31 09192551 d:OtherMiscellaneousReserve 2023-08-31 09192551 d:OtherMiscellaneousReserve 2022-08-31 09192551 d:OtherMiscellaneousReserve 2021-09-01 09192551 d:RetainedEarningsAccumulatedLosses 2022-09-01 2023-08-31 09192551 d:RetainedEarningsAccumulatedLosses 2023-08-31 09192551 d:RetainedEarningsAccumulatedLosses 2021-09-01 2022-08-31 09192551 d:RetainedEarningsAccumulatedLosses 2022-08-31 09192551 d:RetainedEarningsAccumulatedLosses 2021-09-01 09192551 d:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2023-08-31 09192551 d:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2022-08-31 09192551 d:AcceleratedTaxDepreciationDeferredTax 2023-08-31 09192551 d:AcceleratedTaxDepreciationDeferredTax 2022-08-31 09192551 d:TaxLossesCarry-forwardsDeferredTax 2023-08-31 09192551 d:TaxLossesCarry-forwardsDeferredTax 2022-08-31 09192551 d:RetirementBenefitObligationsDeferredTax 2023-08-31 09192551 d:RetirementBenefitObligationsDeferredTax 2022-08-31 09192551 c:OrdinaryShareClass1 2022-09-01 2023-08-31 09192551 c:OrdinaryShareClass1 2023-08-31 09192551 c:OrdinaryShareClass1 2022-08-31 09192551 c:OrdinaryShareClass2 2022-09-01 2023-08-31 09192551 c:OrdinaryShareClass2 2023-08-31 09192551 c:OrdinaryShareClass2 2022-08-31 09192551 c:FRS102 2022-09-01 2023-08-31 09192551 c:Audited 2022-09-01 2023-08-31 09192551 c:FullAccounts 2022-09-01 2023-08-31 09192551 c:PrivateLimitedCompanyLtd 2022-09-01 2023-08-31 09192551 d:Subsidiary1 2022-09-01 2023-08-31 09192551 d:Subsidiary1 1 2022-09-01 2023-08-31 09192551 d:Subsidiary2 2022-09-01 2023-08-31 09192551 d:Subsidiary2 1 2022-09-01 2023-08-31 09192551 d:Subsidiary3 2022-09-01 2023-08-31 09192551 d:Subsidiary3 1 2022-09-01 2023-08-31 09192551 d:Subsidiary4 2022-09-01 2023-08-31 09192551 d:Subsidiary4 1 2022-09-01 2023-08-31 09192551 d:Subsidiary5 2022-09-01 2023-08-31 09192551 d:Subsidiary5 1 2022-09-01 2023-08-31 09192551 d:WithinOneYear 2023-08-31 09192551 d:WithinOneYear 2022-08-31 09192551 d:BetweenOneFiveYears 2023-08-31 09192551 d:BetweenOneFiveYears 2022-08-31 09192551 d:MoreThanFiveYears 2023-08-31 09192551 d:MoreThanFiveYears 2022-08-31 09192551 c:Consolidated 2023-08-31 09192551 c:ConsolidatedGroupCompanyAccounts 2022-09-01 2023-08-31 09192551 6 2022-09-01 2023-08-31 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 09192551










FREDDIE'S FLOWERS LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2023

 
FREDDIE'S FLOWERS LIMITED
 

COMPANY INFORMATION


Directors
K R Abel 
J N Anderdon 
E A I Bell 
E G Schmitt 




Registered number
09192551



Registered office
23-34 Ingate Place
London

SW8 3NS




Independent auditor
James Cowper Kreston Audit
Chartered Accountants and Statutory Auditor

2 Chawley Park

Cumnor Hill

Oxford

Oxfordshire

OX2 9GG





 
FREDDIE'S FLOWERS LIMITED
 

CONTENTS



Page
Group strategic report
 
1 - 4
Directors' report
 
5 - 7
Independent auditor's report
 
8 - 10
Consolidated statement of comprehensive income
 
11
Consolidated balance sheet
 
12
Company balance sheet
 
13
Consolidated statement of changes in equity
 
14
Company statement of changes in equity
 
15
Consolidated statement of cash flows
 
16
Notes to the financial statements
 
17 - 34


 
FREDDIE'S FLOWERS LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2023

Introduction
 
The Directors are pleased to present their Strategic Report and audited financial statements for the year ended 31 August 2023. As permitted by the Companies Act 2006, the financial statements have been prepared up to 3 September 2023.

Business review
 
Freddie’s Flowers is a leading subscription-based flower delivery company, offering regular boxes of high quality, fresh-cut flowers curated by expert florists across the UK and Germany. These are carefully styled and feature different varieties of seasonal flowers and foliage, ready to be arranged by our members. The business also offers a selection of floriculture-related products & accessories to complement its core proposition and enhance the customer experience.
Growing our customer base and continuing to spread the joy of Freddie’s Flowers in the UK and internationally remains our core ambition. Following a period of exceptional growth, during which the business benefited from the dynamics surrounding Covid restrictions (increased consumer demand, reduced marketing costs, lower high-street competition), the European macroeconomic climate shifted dramatically with the rising cost of living forcing UK consumer confidence and spending to record lows.
Whilst the year to 31 August 2023 saw a reduction in revenue to £38.9m, this still represents significant growth vs. pre-pandemic levels (revenues in the year to 31 August 2020 were £26.4m, a year which partially benefited from Covid-led lockdowns). Furthermore, Gross profit margin improved to 43% (from 35% in 2022) and Adjusted EBITDA losses were materially reduced to £0.5m (2022 EBITDA loss: £17.9m) following an exercise to restructure the cost base, resulting in a more profitable and scalable business model for future growth and success. Consequently, average employee numbers for the group reduced to 271 (2022: 479). We remain proud to pay all our UK employees at or above the London Living Wage.
We are pleased to say that the business has now returned to growth, supported by our launch into the broader flower gifting market in March 2023. This has enabled us to offer the unique Freddie’s Flowers proposition to a larger audience in the UK, with Germany to follow early next year.
We want to build a successful international business, which our employees, customers and suppliers feel proud to be part of. We recognise that our success is dependent on that of our people and Freddie’s Flowers is committed to creating an inclusive work environment with a diverse workforce, where everyone feels safe and valued.
Moreover, we want to be an organisation that changes peoples’ relationship with flowers, in a sustainable and ethical way. Having already been certified Carbon Neutral by the Carbon Trust, we were proud to be awarded B Corp status in April 2023, further recognising the work we do and our commitment towards our social and environmental goals. We are excited for the future as floral changemakers, redefining what it means to be a responsible, modern-day florist.
*Adjusted EBITDA is profit before interest, tax, depreciation, amortisation and stock write-offs.

Page 1

 
FREDDIE'S FLOWERS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023

Principal risks and uncertainties
 
The Directors are aware of a number of risks the Group faces in the markets in which it operates. The Directors, with the support of management, have implemented policies and procedures to eliminate or mitigate these risks. 
 
The most significant risks and uncertainties affecting the Group are considered below. 
 
Liquidity and cash flow risk 
 
The Group is exposed to liquidity risk in funding its ongoing operations. This is managed by undertaking detailed cash flow forecasting to monitor the Group’s working capital requirements to ensure that sufficient cash resources are available to meet the Group’s obligations as they fall due, including the repayment of the Flower Bond of £4.3m due in December 2024.
 
Interest rate 
 
The Group’s borrowings bear interest at a fixed rate and the borrowing is unsecured reducing its exposure to interest rate risk. The Group monitors its liquidity and cash flow as below to meet the capital and interest repayments of its borrowings. 
 
Foreign exchange risk 
 
A proportion of the Group's purchases are invoiced in Euros. As such, the Group incurs foreign exchange gains and losses on the timing differences between receiving and paying for goods.  
 
The cost of foreign exchange exposure is reduced through the Group’s hedging policy, which is reviewed at quarterly intervals. This gives the Group the ability to draw down on these contracts where the current spot rate is unfavourable. Equally where the spot rate is favourable then the Group uses the available rate. The open position of hedges is carefully monitored to ensure forward contracts are utilised prior to their expiry date. 
 
Additionally, the Group utilises natural hedging where possible, meeting its supplier debts with Euro revenue from the European business operations. 
 
Credit risk 
 
Credit risk reflects the risk that the underlying borrowers or other transaction parties will not meet their obligations as they fall due. Due to the short-term nature of trade debtors the Group is not exposed to a significant level of credit risk. 
 
Competitive risk 
 
The Group faces competition in the market, which is mitigated by continuous investment in marketing and technology to maintain a leading position. 

Financial key performance indicators
 
The Group’s key financial performance indicators are revenue (2023: £38.9m, 2022: £55.2m) and adjusted EBITDA (2023: £(0.5)m loss, 2022: £(17.9)m loss). The Directors monitor the Group’s key performance indicators on a regular basis in order to assess the ongoing financial performance. 

Non-financial key performance indicators
 
Management of the Group started monitoring a number of non-financial key performance indicators during the year, including flower quality, delivery quality and customer service performance. These are reported internally on a weekly basis, and reviewed against targets and historical performance.
During the period ended 31st August 2023, our "Rate My Flowers" metric was 4 out of 5 in both our key operational territories (2022: 4 out of 5). Our average contact level from customers was ca.13% (2022: 20%) per order in both markets. 
Page 2

 
FREDDIE'S FLOWERS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023


Directors' statement of compliance with duty to promote the success of the Group
 
Under Section 172 of the Companies’ Act 2006, the Directors of the Freddie’s Flowers Group have a duty to promote the success of the Group for the benefit of its members as a whole. In doing so, the Directors pay regard to the matters listed in the in Section 172(1) (a-f), as listed below:
(a) The likely consequence of any decisions in the long term;
(b) The interest of the Group’s employees;
(c) The need to foster the Group’s relationships with suppliers, customers and others; 
(d) The impact of the Group’s operations on the community and the environment;
(e) The desirability of the Group maintaining a reputation for high standards of business conduct;
(f) The need to act fairly between members of the Group.
In discharging their duties, the Directors have regard for all these matters, taking them into consideration in their decision-making processes. The Directors recognise the importance of stakeholder engagement to the long-term success of the business. The interests of key stakeholders and the Directors’ approach to these are explained below:
Customers
As a customer-centric business, our customers are at the heart of everything we do. Our aim is to create an enjoyable and seamless experience across the entire Freddie’s Flowers proposition. We support our customers through multiple channels, including our website, FAQs and dedicated customer service function. Through that, we carefully monitor quality and performance, and take account of all feedback, positive and negative, to ensure we are providing the best experience for our customers. Examples are:
 
Customers are asked to ‘Rate My Flowers’, providing ratings and comments 
Interactions with Customer Service are analysed, summarised and shared internally via a monthly Voice of the Customer Report
We undertake surveys of existing, previous and potential customers to gain insights into their attitudes and behaviours
 
Through the above we ensure that our decision-making and product development is centred around our customers and their needs.
Employees
We strive to maintain a positive working environment for our employees, and to keep employee engagement as strong as possible.
We offer a positive and inclusive work environment with various opportunities to learn and develop
We offer a number of perks and benefits, which include mental and physical wellbeing support. We also invest in personal development through L&D programmes
We keep our employees up to date with what’s happening through regular communication, for example, our weekly all-hands ‘Flower Stall’ meetings
We undertake annual company-wide engagement surveys, and also keep up-to-date with progress through regular pulse surveys. eSAT is a key metric that we monitor and report internally
Our company values have been developed with deep involvement from our employees, and we base our behaviours on these
We actively celebrate our employees’ personal achievements, as well as those in the workplace

Suppliers
Our key suppliers are those who provide our beautiful flowers. We work with them to ensure quality is optimum. We strive to build and foster strong relationships with them and all our suppliers. 
We have long-standing partnerships with flower growers in the UK and internationally
Our relationships with our suppliers are two-way, with regular, open communication, and fair terms and conditions
We share long term plans with our supplier partners, and make commitments to support investment and longevity
We ask all our suppliers to agree to our Supplier Code of Conduct
Page 3

 
FREDDIE'S FLOWERS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023


Community and environment
Having a positive impact on our community and environment is a foundational principle of Freddie’s Flowers. We look to lead and implement positive change internally and externally in a variety of ways:
We limit waste by virtue of being a subscription-based business, thus limiting surplus stock. Waste is a key metric that we monitor, and we have clear reduction targets in place
We are Carbon Neutral (certified via Carbon Trust), and are a member of the Flower Sustainability Initiative (FSI). 
We were proud to be certified as a B-Corp company in April 2023 for the first time, with an overall score of 85.3.
We offer our employees CSR days, and we encourage employees to reduce their own carbon footprint by operating a cycle to work scheme
We have partnered with charities including Dementia Adventure, and we hold regular fundraising activities. Our customers are invited to make micro-donations via Pennies, by adding a small donation to their subscription payments

Shareholders
Our company is majority-owned by its founders, and they remain actively involved in the business. We ensure our investors are kept informed as follows:
Our shareholders are represented by and sit on the Board of Directors.They are included in all key business decisions, and they are kept updated on business performance through monthly board meetings
Regular updates and information are also shared with the Board on business strategy, plans and performance


This report was approved by the board and signed on its behalf.



................................................
E A I Bell
Director
Date: 1 December 2023

Page 4

 
FREDDIE'S FLOWERS LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2023

The Directors present their report and the financial statements for the year ended 31 August 2023.

Directors

The Directors who served during the year were:

K R Abel 
J N Anderdon 
E A I Bell 
E G Schmitt 

Results and dividends

The loss for the year, after taxation, amounted to £2,049,907 (2022 - loss £18,637,361).

No dividend has been declared or proposed during the year (2022: £Nil).

Directors' responsibilities statement

The Directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the Directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Future developments

We expect the year to be another exciting chapter in the history of Freddie's Flowers, with continued focus on growing our UK and Germany customer bases, as well as the scaling up of our gifting proposition in both markets.






Page 5

 
FREDDIE'S FLOWERS LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023

Streamlined Energy and Carbon Reporting

In accordance with disclosure requirements for large companies under the Companies Act 2006, the table below shows the Freddie’s Flowers Group’s greenhouse gas emissions during the financial year ended 31 August 2023.
The methodology used to calculate our emissions is based on HM Government Environmental Reporting Guidelines: including streamlined energy and carbon reporting guidance (March 2019) and UK Government GHG Conversion Factors for Company Reporting. 
 


Freddie’s Flowers is certified Carbon Neutral by the Carbon Trust, and continues to work to reduce carbon emissions by reducing consumption and exploring alternative solutions. Examples of initiatives we have done or are implementing to reduce our emissions and consumption are:
Brought more of our deliveries to customers in-house - as we use electric bikes and vans for in-house deliveries, this has had a positive environmental impact
We also work with external couriers who share our target for being carbon neutral, such as DPD and Zedify
Our packaging is 100% recyclable, and we collect boxes where possible, so they can be reused in our delivery cycle multiple times
We have recently relocated our head office, and our new location is energy efficient in many ways, for example, lighting is movement activated, and heating and air conditioning are centralised
We have changed utilities provider to be more sustainable, with electricity and gas now coming from 100% renewable sources 
We also encourage our employees to limit their own carbon footprint, by offering a cycle to work scheme.






Page 6

 
FREDDIE'S FLOWERS LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023

Disclosure of information to auditor

Each of the persons who are Directors at the time when this Directors' report is approved has confirmed that:
 
so far as the Director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Auditor

The auditor, James Cowper Kreston Auditwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 



................................................
E A I Bell
Director
Date: 1 December 2023

Page 7

 
FREDDIE'S FLOWERS LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FREDDIE'S FLOWERS LIMITED
 

Opinion


We have audited the financial statements of Freddie's Flowers Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 August 2023, which comprise the Group Statement of Comprehensive Income, the Group and Company Balance Sheets, the Group Statement of Cash Flows, the Group and Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 Group's and of the Parent Company's affairs as at 31 August 2023 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


Page 8

 
FREDDIE'S FLOWERS LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FREDDIE'S FLOWERS LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The Directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion 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 Group 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 Group 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 Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company 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 set out on page 5, 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 Group's and the Parent 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.


Page 9

 
FREDDIE'S FLOWERS LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FREDDIE'S FLOWERS LIMITED (CONTINUED)


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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
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. 
 


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 Auditor's report.


Use of our report
 

This report is made solely to the Group's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Group'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 Group and the Group's members, as a body, for our audit work, for this report, or for the opinions we have formed.





James Pitt BA BFP FCA (Senior Statutory Auditor)
  
for and on behalf of
James Cowper Kreston Audit
 
Chartered Accountants and Statutory Auditor
  
2 Chawley Park
Cumnor Hill
Oxford
Oxfordshire
OX2 9GG

1 December 2023
Page 10

 
FREDDIE'S FLOWERS LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2023

2023
2022
Note
£
£

  

Turnover
 4 
38,870,937
55,236,169

Cost of sales
  
(22,078,273)
(35,918,736)

Gross profit
  
16,792,664
19,317,433

Administrative expenses
  
(18,526,387)
(37,619,113)

Fair value movements
  
10,594
(94,562)

Operating loss
 5 
(1,723,129)
(18,396,242)

Interest payable and similar expenses
 9 
(326,778)
(406,681)

Loss before taxation
  
(2,049,907)
(18,802,923)

Tax on loss
 10 
-
165,562

Loss for the financial year
  
(2,049,907)
(18,637,361)

  

Foreign exchange
  
(105,360)
-

Other comprehensive income for the year
  
(105,360)
-

Total comprehensive income for the year
  
(2,155,267)
(18,637,361)

(Loss) for the year attributable to:
  

Owners of the parent Company
  
(2,049,907)
(18,637,361)

  
(2,049,907)
(18,637,361)

Total comprehensive income for the year attributable to:
  

Owners of the parent Company
  
(2,155,267)
(18,637,361)

  
(2,155,267)
(18,637,361)

The notes on pages 17 to 34 form part of these financial statements.

Page 11

 
FREDDIE'S FLOWERS LIMITED
REGISTERED NUMBER: 09192551

CONSOLIDATED BALANCE SHEET
AS AT 31 AUGUST 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 11 
1,441,084
1,767,767

  
1,441,084
1,767,767

Current assets
  

Stocks
 13 
567,795
1,218,609

Debtors
 14 
2,544,187
2,697,719

Cash at bank and in hand
 15 
5,661,991
7,480,598

  
8,773,973
11,396,926

Creditors: amounts falling due within one year
 16 
(4,585,811)
(5,303,058)

Net current assets
  
 
 
4,188,162
 
 
6,093,868

Total assets less current liabilities
  
5,629,246
7,861,635

Creditors: amounts falling due after more than one year
 17 
(4,529,914)
(4,607,036)

Provisions for liabilities
  

Deferred tax
 20 
(139,759)
(139,759)

  
 
 
(139,759)
 
 
(139,759)

Net assets
  
959,573
3,114,840


Capital and reserves
  

Called up share capital 
 21 
6
6

Share premium account
 22 
28,968,494
28,968,494

Foreign exchange reserve
 22 
(105,360)
-

Other reserves
 22 
225,000
225,000

Profit and loss account
 22 
(28,128,567)
(26,078,660)

  
959,573
3,114,840


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 

................................................
E A I Bell
Director
Date: 1 December 2023

The notes on pages 17 to 34 form part of these financial statements.

Page 12

 
FREDDIE'S FLOWERS LIMITED
REGISTERED NUMBER: 09192551

COMPANY BALANCE SHEET
AS AT 31 AUGUST 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 11 
1,293,082
1,561,449

Investments
 12 
149,373
149,373

  
1,442,455
1,710,822

Current assets
  

Stocks
 13 
386,190
755,529

Debtors
 14 
15,644,434
15,203,576

Cash at bank and in hand
 15 
3,378,204
6,894,434

  
19,408,828
22,853,539

Creditors: amounts falling due within one year
 16 
(4,306,111)
(4,957,474)

Net current assets
  
 
 
15,102,717
 
 
17,896,065

Total assets less current liabilities
  
16,545,172
19,606,887

  

Creditors: amounts falling due after more than one year
 17 
(4,691,454)
(4,822,819)

Provisions for liabilities
  

Deferred taxation
 20 
(139,759)
(139,759)

  
 
 
(139,759)
 
 
(139,759)

Net assets
  
11,713,959
14,644,309


Capital and reserves
  

Called up share capital 
 21 
6
6

Share premium account
 22 
28,968,494
28,968,494

Other reserves
 22 
225,000
225,000

Profit and loss account
  
(17,479,541)
(14,549,191)

  
11,713,959
14,644,309


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


................................................
E A I Bell
Director

Date: 1 December 2023

The notes on pages 17 to 34 form part of these financial statements.

Page 13

 
FREDDIE'S FLOWERS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2023


Called up share capital
Share premium account
Foreign exchange reserve
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£
£
£


At 1 September 2021
6
28,968,494
-
225,000
(7,441,299)
21,752,201



Loss for the year
-
-
-
-
(18,637,361)
(18,637,361)



At 1 September 2022
6
28,968,494
-
225,000
(26,078,660)
3,114,840



Loss for the year
-
-
-
-
(2,049,907)
(2,049,907)

Foreign exchange reserve
-
-
(105,360)
-
-
(105,360)


At 31 August 2023
6
28,968,494
(105,360)
225,000
(28,128,567)
959,573


The notes on pages 17 to 34 form part of these financial statements.



Page 14

 
FREDDIE'S FLOWERS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2023


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£


At 1 September 2021
6
28,968,494
225,000
(3,706,282)
25,487,218



Loss for the year
-
-
-
(10,842,909)
(10,842,909)



At 1 September 2022
6
28,968,494
225,000
(14,549,191)
14,644,309



Loss for the year
-
-
-
(2,930,350)
(2,930,350)


At 31 August 2023
6
28,968,494
225,000
(17,479,541)
11,713,959


The notes on pages 17 to 34 form part of these financial statements.

Page 15

 
FREDDIE'S FLOWERS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 AUGUST 2023

2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(2,049,907)
(18,637,361)

Adjustments for:

Depreciation of tangible assets
675,374
485,531

Loss on disposal of tangible assets
5,429
-

Interest paid
326,778
406,681

Taxation charge
-
(165,562)

Decrease/(increase) in stocks
650,814
(874,872)

Decrease in debtors
203,591
244,881

(Decrease) in creditors
(728,261)
(398,793)

Net fair value losses recognised in P&L
10,594
-

Foreign exchange
-
94,562

Net cash generated from operating activities

(905,588)
(18,844,933)


Cash flows from investing activities

Purchase of tangible fixed assets
(356,903)
(1,389,363)

Net cash from investing activities

(356,903)
(1,389,363)

Cash flows from financing activities

Repayment of loans
(197,122)
(306,711)

Interest paid
(326,778)
(406,681)

Net cash used in financing activities
(523,900)
(713,392)

Net (decrease) in cash and cash equivalents
(1,786,391)
(20,947,688)

Cash and cash equivalents at beginning of year
7,480,598
28,428,286

Foreign exchange gains and losses
(32,216)
-

Cash and cash equivalents at the end of year
5,661,991
7,480,598


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
5,661,991
7,480,598

5,661,991
7,480,598


The notes on pages 17 to 34 form part of these financial statements.

Page 16

 
FREDDIE'S FLOWERS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

1.


General information

Freddie's Flowers Limited is a company with a liability limited to the share capital and incorporated in England and Wales (registered number 09192551) under the Companies Act. The registered office and principal place of trade of the Company is 23-34 Ingate Place, Nine Elms, London, SW8 3NS.
The principal activity of the business is the sale and distribution of flowers.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

  
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Going concern

The Directors have considered the ability of the company to continue trading for the foreseeable future. This review has included updating financial projections for a period of at least 12 months from the date the financial statements were signed. Based on this review and taken together with existing financing facilities, the Directors believe that the financial statements have been prepared appropriately on the going concern basis.

Page 17

 
FREDDIE'S FLOWERS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Group's functional and presentational currency is GBP and the financial statements are rounded to the nearest £1.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss 

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.

Page 18

 
FREDDIE'S FLOWERS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.8

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 19

 
FREDDIE'S FLOWERS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)

 
2.9

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Vehicles
-
20-33% per annum
Fixtures and fittings
-
20-33% per annum
Computer equipment
-
33% per annum

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

  
2.11

Stocks

Stocks are held at the lower of cost and net realisable value making due allowance for slow-moving or obsolete stock.

 
2.12

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

Page 20

 
FREDDIE'S FLOWERS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)

 
2.13

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.14

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the
Page 21

 
FREDDIE'S FLOWERS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)


2.14
Financial instruments (continued)

impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

The Group enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares. 
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income. The impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the
Page 22

 
FREDDIE'S FLOWERS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)


2.14
Financial instruments (continued)

risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Derivatives, including 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 income as appropriate. The company does not apply hedge accounting for foreign exchange derivatives.
Financial liabilities and equity are classified according to the substance of the financial instrument’s contractual obligations, rather than the financial instrument’s legal form. Financial liabilities, excluding derivatives, are initially measured at transaction price (after deducting transaction costs) and subsequently held at amortised cost.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Management has applied the following significant judgments or estimates in preparation of these financial statements.
Tangible fixed assets 
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. Residual value assessments consider issues such as the remaining life of the asset and projected disposal values.
Current and deferred taxation
The Group establishes provisions based on reasonable estimates. The amount of such provisions is based on various factors, such as experience with previous tax submissions. Management estimation is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies.
Bad debt provision
The Group establishes provisions based on reasonable estimates. The Group makes specific provisions when it is probable that complete recovery of amounts due from trade debtors will not be made. Reviews of provisions held against customer accounts are carried out at least quarterly by management who consider cash inflows, historic recoveries and market information.
Recoverability of amounts owed by group undertakings
The Group considers amounts owed by group undertakings annually and estimates the provision for bad debts. In determining this, assumptions and estimates are made in relation to the likelihood of monies being recovered based on the plans of the Group.

Page 23

 
FREDDIE'S FLOWERS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

4.


Turnover

2023
2022
£
£

Flowers
36,172,988
52,632,243

Gifts, vases and other sales
2,697,949
2,603,926

38,870,937
55,236,169


2023
2022
£
£

United Kingdom
33,267,753
45,140,319

Rest of World
5,603,184
10,095,850

38,870,937
55,236,169



5.


Operating loss

The operating loss is stated after charging:

As restated
2023
2022
£
£

Depreciation
675,374
485,531

Exchange differences
42,305
727,088

Operating lease rentals
1,209,406
856,923

The amount charged to other operating lease rentals in 2022 was restated from £295,380 to £856,923.


6.


Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor:


2023
2022
£
£

Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
47,825
41,050

Page 24

 
FREDDIE'S FLOWERS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

7.


Employees

Staff costs, including Directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
8,885,545
10,965,789
7,941,926
9,806,154

Social security costs
1,003,242
1,147,765
851,119
1,007,000

Cost of defined contribution scheme
176,931
157,241
173,385
145,109

10,065,718
12,270,795
8,966,430
10,958,263


The average monthly number of employees, including the Directors, during the year was as follows:


        2023
        2022
            No.
            No.







Management and operations
197
362



Distribution
74
117

271
479

The Company has no employees other than the Directors, who did not receive any remuneration (2022 - £NIL)

8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
572,433
516,583

Group contributions to defined contribution pension schemes
2,642
2,422

575,075
519,005


During the year no retirement benefits were accruing to Directors (2022 - NIL) in respect of defined contribution pension schemes.

The highest paid Director received remuneration of £212,590 (2022 - £212,004).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £NIL (2022 - £NIL).

Page 25

 
FREDDIE'S FLOWERS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

9.


Interest payable and similar expenses

2023
2022
£
£


Other loan interest payable
326,778
406,681

326,778
406,681


10.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
-
(165,562)


Total current tax
-
(165,562)


Taxation on profit/(loss) on ordinary activities
-
(165,562)

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 21.52% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(2,049,907)
(18,802,923)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 21.52% (2022 - 19%)
(441,140)
(3,572,555)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
7,700
9,930

Capital allowances for year in excess of depreciation
(6,214)
(47,575)

Deferred tax not recognised
712,679
2,689,506

Other timing differences leading to an increase in taxation
(288,672)
878,468

Adjustments to tax charge in respect of prior periods
-
(165,562)

Group relief
15,647
42,226

Total tax charge for the year
-
(165,562)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 26

 
FREDDIE'S FLOWERS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
 
10.Taxation (continued)

The Group has unrecognised deferred tax losses of £12,717,467 (2022: £9,555,644) which can be carried forward and used to offset future taxable profits. The tax losses have no expiry date.


11.


Tangible fixed assets

Group






Vehicles
Fixtures and fittings
Computer equipment
Total

£
£
£
£



Cost or valuation


At 1 September 2022
381,682
1,881,313
516,996
2,779,991


Additions
-
335,909
20,602
356,511


Disposals
-
-
(5,260)
(5,260)


Exchange adjustments
-
(1,869)
(509)
(2,378)



At 31 August 2023

381,682
2,215,353
531,829
3,128,864



Depreciation


At 1 September 2022
206,515
625,361
180,348
1,012,224


Charge for the year on owned assets
94,938
455,879
124,557
675,374


Exchange adjustments
-
306
(124)
182



At 31 August 2023

301,453
1,081,546
304,781
1,687,780



Net book value



At 31 August 2023
80,229
1,133,807
227,048
1,441,084



At 31 August 2022
175,167
1,255,952
336,648
1,767,767

Page 27

 
FREDDIE'S FLOWERS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

           11.Tangible fixed assets (continued)


Company






Vehicles
Fixtures and fittings
Computer equipment
Total

£
£
£
£

Cost or valuation


At 1 September 2022
381,682
1,680,696
484,423
2,546,801


Additions
-
335,909
20,532
356,441



At 31 August 2023

381,682
2,016,605
504,955
2,903,242



Depreciation


At 1 September 2022
206,515
601,080
177,757
985,352


Charge for the year on owned assets
94,938
411,619
118,251
624,808



At 31 August 2023

301,453
1,012,699
296,008
1,610,160



Net book value



At 31 August 2023
80,229
1,003,906
208,947
1,293,082



At 31 August 2022
175,167
1,079,616
306,666
1,561,449






Page 28

 
FREDDIE'S FLOWERS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

12.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 September 2022
149,373



At 31 August 2023
149,373





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Freddie's Flowers Bondco Plc
23-34 Ingate Place, Nine Elms, London, SW8 3NS
Ordinary
100%
Freddie’s Flowers DE GmbH
Geyerstrasse 32, 80469 Munich, Germany
Ordinary
100%
Freddie's Flowers USA Inc.
2500 Broadway Building, Suite F-125, Santa Monica, CA 90904, USA
Ordinary
100%
Freddie's Flowers Inc.
228 East 45th Street, Suite 9E, New York, NY 10017, USA
Ordinary
100%
Freddie's Flowers Operations Inc.
228 East 45th Street, Suite 9E, New York, NY 10017, USA
Ordinary
100%


13.


Stocks

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Finished goods and goods for resale
567,795
1,218,609
386,190
755,529

567,795
1,218,609
386,190
755,529


Page 29

 
FREDDIE'S FLOWERS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

14.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Due after more than one year

Amounts owed by group undertakings
-
-
13,104,775
12,691,575

Other debtors
579,486
600,521
528,066
559,035

Deferred tax asset
-
806,907
-
806,907

579,486
1,407,428
13,632,841
14,057,517

Due within one year

Trade debtors
40,785
365,525
7,425
238,043

Other debtors
-
(134,114)
134,114
-

Prepayments and accrued income
911,635
691,070
857,773
569,264

Tax recoverable
35,882
194,620
35,882
165,562

Deferred taxation
965,805
158,898
965,805
158,898

Financial instruments
10,594
14,292
10,594
14,292

2,544,187
2,697,719
15,644,434
15,203,576


Included within debtors are amounts owed by group undertakings. Loans are repayable after more than one year and are interest bearing.


15.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
5,661,991
7,480,598
3,378,204
6,894,434

5,661,991
7,480,598
3,378,204
6,894,434



16.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Other loans
240,000
360,000
240,000
360,000

Trade creditors
2,508,585
2,471,068
2,210,702
2,229,438

Other taxation and social security
682,219
1,066,260
663,520
1,066,738

Other creditors
165,939
9,348
165,939
8,550

Accruals and deferred income
989,068
1,396,382
1,025,950
1,292,748

4,585,811
5,303,058
4,306,111
4,957,474


Page 30

 
FREDDIE'S FLOWERS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

17.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Other loans
267,806
344,928
267,806
344,928

Amounts owed to group undertakings
-
-
4,423,648
4,477,891

Bonds
4,262,108
4,262,108
-
-

4,529,914
4,607,036
4,691,454
4,822,819





18.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Amounts falling due within one year

Other loans
240,000
360,000
240,000
360,000


240,000
360,000
240,000
360,000

Amounts falling due 1-2 years

Other loans
267,806
344,928
267,806
344,928


267,806
344,928
267,806
344,928

Amounts falling due 2-5 years


507,806
704,928
507,806
704,928


Other loans represent unsecured loans from the Directors that bear interest at varying rates between 2.43% and 10% per annum. Interest is compounding twice annually in March and October and is charged to the Statement of Comprehensive Income.

Page 31

 
FREDDIE'S FLOWERS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

19.


Financial instruments

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Financial assets

Cash and cash equivalents
5,661,991
7,480,598
3,378,204
6,894,434

Financial assets measured at amortised cost
620,271
831,932
535,491
797,078

Derivative financial instruments measured at fair value through profit or loss
10,594
14,292
10,594
14,292

6,292,856
8,326,822
3,924,289
7,705,804


Financial liabilities

Financial liabilities measured at amortised cost
(8,433,506)
(8,843,834)
(8,199,933)
(8,814,924)


Financial assets measured at amortised value through profit or loss comprise trade and other debtors


Financial liabilities measured at amortised cost comprise trade and other creditors, other loans, amounts owed to group and accruals.


Derivative financial instruments measured at fair value through profit and loss comprise forward currency exchange contracts. At the year end the Group had entered into forward contracts with the option to purchase a total €1,076,424 (2022: €5,796,512) at a weighted average exchange rate of 1.15522 (2022: 1.1592).


20.


Deferred taxation


Group



2023


£






At beginning of year
826,046



At end of year
826,046

Page 32

 
FREDDIE'S FLOWERS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
 
20.Deferred taxation (continued)

The deferred tax balance is made up as follows:

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Tax losses carried forward
806,907
806,907
806,907
806,907

Fixed asset timing differences
(139,759)
(139,759)
(139,759)
(139,759)

Short term timing differences
158,898
158,898
158,898
158,898

826,046
826,046
826,046
826,046

Comprising:

Asset - due after one year
-
806,907
-
806,907

Asset - due within one year
965,805
158,898
965,805
158,898

Liability
(139,759)
(139,759)
(139,759)
(139,759)

826,046
826,046
826,046
826,046



21.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



47,721 (2022 - 47,721) Ordinary shares of £0.0001 each
5
5
14,632 (2021 -14,632) Preference shares of £0.0001 each
1
1

6

6



22.


Reserves

Share premium account

This reserve records amounts paid for shares in excess of their nominal value.

Capital redemption reserve

This reserve represents equity available for future share issue.

Foreign exchange reserve

This reserve records translation difference of reporting currency to presentational currency and the differences on intercompany balances at year end.

Profit and loss account

This reserve records retained earnings and accumulated losses.

Page 33

 
FREDDIE'S FLOWERS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

23.


Share-based payments

The Group has established an Enterprise Management Incentive Share Option Plan under which eligible employees may be granted share options at the discretion of the Directors.
Exercise of options in the plan is not conditional upon the performance of the Group and they may not be exercised later than the tenth anniversary of the date of grant. The options can only be exercised on an exit event, being a sale, listing or liquidation.
During the year the Group granted nil (2022: nil) options to employees and at the balance sheet date had 4,125 (2022: 5,720) options still in place. The Directors have not recognised a share-based payment charge as they do not consider an exit event to be probable.


24.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £192,682 (2022 - £157,241). Contributions totalling £31,825 (2022 - £46,490) were payable to the fund at the balance sheet date and are included in other creditors.


25.


Commitments under operating leases

At 31 August 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Not later than 1 year
1,236,020
1,534,233
1,075,255
1,534,233

Later than 1 year and not later than 5 years
2,694,091
3,825,083
2,317,958
3,825,083

Later than 5 years
-
1,071,727
-
1,071,727

3,930,111
6,431,043
3,393,213
6,431,043


26.


Related party transactions

The Company is exempt under FRS 102 section 33.1A from disclosing related party transactions with entities that are part of the Group, where 100% of the voting rights are controlled within the Group. Balances due to members of the Group are disclosed in note 16.
Directors' loan balances at year end totalled £507,806 (2022: £704,928) and are detailed in note 17. Interest totalling £62,878 (2022: £83,289) was charged on these balances in the year. 
Key management personnel are considered to be the statutory directors. Their remuneration is detailed in note 8.


Page 34