REGISTERED NUMBER: 13556163 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements for the Year Ended 30 September 2023 |
for |
Bell Plantation Holdings Limited |
REGISTERED NUMBER: 13556163 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements for the Year Ended 30 September 2023 |
for |
Bell Plantation Holdings Limited |
Bell Plantation Holdings Limited (Registered number: 13556163) |
Contents of the Consolidated Financial Statements |
for the Year Ended 30 September 2023 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 5 |
Consolidated Statement of Comprehensive Income | 9 |
Consolidated Balance Sheet | 10 |
Company Balance Sheet | 11 |
Consolidated Statement of Changes in Equity | 12 |
Company Statement of Changes in Equity | 13 |
Consolidated Cash Flow Statement | 14 |
Notes to the Consolidated Cash Flow Statement | 15 |
Notes to the Consolidated Financial Statements | 16 |
Bell Plantation Holdings Limited |
Company Information |
for the Year Ended 30 September 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditor |
Park House |
37 Clarence Street |
Leicester |
Leicestershire |
LE1 3RW |
Bell Plantation Holdings Limited (Registered number: 13556163) |
Group Strategic Report |
for the Year Ended 30 September 2023 |
The directors present their strategic report of the company and the group for the year ended 30 September 2023. |
On 31 March 2022, following a share for share exchange, Bell Plantation Holdings Limited was introduced as the new ultimate parent company of Bell Plantation (Garden Centre) Limited. |
REVIEW OF BUSINESS |
The directors are very satisfied with the performance of the Group during the year, with turnover increasing by 11.6%. Gross profit margin has also been maintained during the year, which is encouraging given the inflationary pressures faced during the year. |
Overall the directors are pleased with the financial performance and these results, with significant credit due to the management and all staff throughout the Group. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The directors consider that the Group and Company has potential risks and uncertainties similar to those faced by other companies in the sector, namely retaining the loyalty of its customers and suppliers. For customers this is addressed by maintaining a constant focus on quality of product and high service levels. Supply risk is managed by maintaining good business relationships with suppliers. |
The Group and Company finances its operations through bank loans and retained earnings. It has comfortable interest cover but is aware of interest rate risk and liaises regularly with the bank regarding the interest rates on the bank loans. |
FINANCIAL INSTRUMENTS |
The Group and Company does not actively use financial instruments as part of its risk management. It is exposed to the usual credit risk and cash flow risk associated with the sector. |
FUTURE DEVELOPMENTS |
The directors consider that the company's market place will remain competitive for the foreseeable future. However they believe that with its quality product, high level of service and strong management team, the Group and Company is well placed to take advantage of every opportunity during that time. |
ON BEHALF OF THE BOARD: |
Bell Plantation Holdings Limited (Registered number: 13556163) |
Report of the Directors |
for the Year Ended 30 September 2023 |
The directors present their report with the financial statements of the company and the group for the year ended 30 September 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the group in the year under review was that of a retail garden centre. |
DIVIDENDS |
The total distribution of the dividends for the year ended 30 September 2023 will be £145,360 (2022 - £146,596). |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 October 2022 to the date of this report. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
Bell Plantation Holdings Limited (Registered number: 13556163) |
Report of the Directors |
for the Year Ended 30 September 2023 |
AUDITORS |
The auditors, Torr Waterfield Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Bell Plantation Holdings Limited |
Qualified Opinion |
We have audited the financial statements of Bell Plantation Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2023 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion, except for the possible effects of the matters described in the basis for qualified opinion section of our report, the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 30 September 2023 and of the group's profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for qualified opinion |
We were unable to observe the counting of physical stock held by the group at 30 September 2022 because we were not appointed as auditor of the group until September 2023. We were unable to satisfy ourselves by alternative means concerning the stock quantities of £870,108 held at 30 September 2022 by using other audit procedures. Consequently we were unable to determine whether any adjustment to these amounts in the balance sheet at 30 September 2022 was necessary or whether there was any consequential effect on cost of sales for the year ended 30 September 2023. |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our 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 qualified opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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. |
Report of the Independent Auditors to the Members of |
Bell Plantation Holdings Limited |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
Except for the matter described in the basis for qualified opinion section of our report, in 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 Group Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept 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 Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the 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. |
Report of the Independent Auditors to the Members of |
Bell Plantation Holdings Limited |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
Extent to which the audit was considered capable of detecting irregularities, including fraud |
The capability to detect irregularities is based on the auditor identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error, and then designing and performing audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. |
a) Identifying and assessing potential risks related to irregularities |
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, the following approach was taken: |
- | Understanding the nature of the industry and sector, control environment and business performance; |
- | Consideration of the results of our enquiries of management and those charged with governance about their own identification and assessment of the risks of irregularities; |
- | Understanding the group and the parent company's policies and procedures on compliance with laws and regulations and management of fraud risk, including documentation of instances of non-compliance of laws and regulations and instances of actual, suspected or alleged fraud; |
- | Consideration of matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud; |
- | Understanding the legal and regulatory frameworks that the group operates in through enquiry of management and those charged with governance and understanding the group's industry and sector. The key laws and regulations that were considered to have an effect on material amounts and disclosures in the financial statements included the Companies Act and tax legislation. |
b) Audit response to risks identified |
Based on this understanding, the following audit procedures were designed and performed to respond to the risks identified: |
- | Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations described as having a direct effect on the financial statement; |
- | Enquiring of management, those charged with governance and, where applicable, the group's solicitors concerning actual and potential litigation and claims; |
- | Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; |
- | Reviewing minutes of meetings of those charged with governance and, where applicable, correspondence with regulators; |
- | Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness and evaluating the business rationale of significant transactions outside the normal course of business; |
- | Communication of potential fraud risks to all engagement team members and remaining alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. |
Report of the Independent Auditors to the Members of |
Bell Plantation Holdings Limited |
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Other matters |
In the prior year the directors too advantage of section 477 of the companies Act 2006 for the financial statements not to be audited. As a result the comparatives shown in these financial statements are not audited. |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Statutory Auditor |
Park House |
37 Clarence Street |
Leicester |
Leicestershire |
LE1 3RW |
Bell Plantation Holdings Limited (Registered number: 13556163) |
Consolidated |
Statement of Comprehensive |
Income |
for the Year Ended 30 September 2023 |
30.9.23 | 30.9.22 |
Notes | £ | £ |
TURNOVER | 3 | 5,200,750 | 4,661,135 |
Cost of sales | (3,476,205 | ) | (3,140,650 | ) |
GROSS PROFIT | 1,724,545 | 1,520,485 |
Administrative expenses | (1,142,344 | ) | (1,065,794 | ) |
582,201 | 454,691 |
Other operating income | 694,940 | 258,843 |
Gain/loss on revaluation of investments | 1,245,867 | - |
OPERATING PROFIT | 5 | 2,523,008 | 713,534 |
Interest receivable and similar income | 4,121 | 50 |
2,527,129 | 713,584 |
Interest payable and similar expenses | 6 | (448,565 | ) | (121,063 | ) |
PROFIT BEFORE TAXATION | 2,078,564 | 592,521 |
Tax on profit | 7 | (570,968 | ) | (157,983 | ) |
PROFIT FOR THE FINANCIAL YEAR |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
1,507,596 |
434,538 |
Profit attributable to: |
Owners of the parent | 1,507,596 | 434,538 |
Total comprehensive income attributable to: |
Owners of the parent | 1,507,596 | 434,538 |
Bell Plantation Holdings Limited (Registered number: 13556163) |
Consolidated Balance Sheet |
30 September 2023 |
30.9.23 | 30.9.22 |
Notes | £ | £ |
FIXED ASSETS |
Tangible assets | 11 | 9,281,077 | 8,458,361 |
Investments | 12 | - | - |
Investment property | 13 | 3,062,368 | 1,816,501 |
12,343,445 | 10,274,862 |
CURRENT ASSETS |
Stocks | 14 | 920,902 | 870,108 |
Debtors | 15 | 115,208 | 97,252 |
Cash at bank and in hand | 721,263 | 812,527 |
1,757,373 | 1,779,887 |
CREDITORS |
Amounts falling due within one year | 16 | (3,711,382 | ) | (3,997,493 | ) |
NET CURRENT LIABILITIES | (1,954,009 | ) | (2,217,606 | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
10,389,436 |
8,057,256 |
CREDITORS |
Amounts falling due after more than one year |
17 |
(6,727,635 |
) |
(6,200,053 |
) |
PROVISIONS FOR LIABILITIES | 21 | (509,831 | ) | (67,469 | ) |
NET ASSETS | 3,151,970 | 1,789,734 |
CAPITAL AND RESERVES |
Called up share capital | 22 | 102 | 102 |
Fair value reserve | 23 | 934,400 | - |
Retained earnings | 23 | 2,217,468 | 1,789,632 |
SHAREHOLDERS' FUNDS | 3,151,970 | 1,789,734 |
The financial statements were approved by the Board of Directors and authorised for issue on 27 February 2024 and were signed on its behalf by: |
J H Warren - Director |
Bell Plantation Holdings Limited (Registered number: 13556163) |
Company Balance Sheet |
30 September 2023 |
30.9.23 | 30.9.22 |
Notes | £ | £ |
FIXED ASSETS |
Tangible assets | 11 |
Investments | 12 |
Investment property | 13 |
CURRENT ASSETS |
Debtors | 15 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 16 | ( |
) | ( |
) |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
17 |
( |
) |
( |
) |
PROVISIONS FOR LIABILITIES | 21 | ( |
) | ( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 22 |
Fair value reserve | 23 |
Retained earnings | 23 | 935,825 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 1,234,395 | 1,054,096 |
The financial statements were approved by the Board of Directors and authorised for issue on |
Bell Plantation Holdings Limited (Registered number: 13556163) |
Consolidated Statement of Changes in Equity |
for the Year Ended 30 September 2023 |
Called up | Fair |
share | Retained | value | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
Balance at 1 October 2021 | 101 | 1,501,690 | - | 1,501,791 |
Changes in equity |
Issue of share capital | 1 | - | - | 1 |
Dividends | - | (146,596 | ) | - | (146,596 | ) |
Total comprehensive income | - | 434,538 | - | 434,538 |
Balance at 30 September 2022 | 102 | 1,789,632 | - | 1,789,734 |
Changes in equity |
Dividends | - | (145,360 | ) | - | (145,360 | ) |
Total comprehensive income | - | 573,196 | 934,400 | 1,507,596 |
Balance at 30 September 2023 | 102 | 2,217,468 | 934,400 | 3,151,970 |
Bell Plantation Holdings Limited (Registered number: 13556163) |
Company Statement of Changes in Equity |
for the Year Ended 30 September 2023 |
Called up | Fair |
share | Retained | value | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
Changes in equity |
Issue of share capital | - | - |
Dividends | - | ( |
) | - | ( |
) |
Total comprehensive income | - |
Balance at 30 September 2022 |
Prior year adjustment | - | ( |
) | - | ( |
) |
As restated |
Changes in equity |
Dividends | - | ( |
) | - | ( |
) |
Total comprehensive income | - |
Balance at 30 September 2023 |
Bell Plantation Holdings Limited (Registered number: 13556163) |
Consolidated Cash Flow Statement |
for the Year Ended 30 September 2023 |
30.9.23 | 30.9.22 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 1,731,463 | 1,283,235 |
Interest paid | (447,614 | ) | (119,990 | ) |
Interest element of hire purchase payments paid |
(951 |
) |
(1,073 |
) |
Tax paid | (113,379 | ) | 10,615 |
Net cash from operating activities | 1,169,519 | 1,172,787 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (1,120,189 | ) | (7,266,489 | ) |
Purchase of investment property | - | (1,816,501 | ) |
Interest received | 4,121 | 50 |
Net cash from investing activities | (1,116,068 | ) | (9,082,940 | ) |
Cash flows from financing activities |
New loans in year | 1,025,000 | 5,957,000 |
Loan repayments in year | (316,602 | ) | (620,923 | ) |
Capital repayments in year | (10,048 | ) | (9,969 | ) |
Amount introduced by directors | - | 2,895,883 |
Amount withdrawn by directors | (697,705 | ) | - |
Equity dividends paid | (145,360 | ) | (146,596 | ) |
Net cash from financing activities | (144,715 | ) | 8,075,395 |
(Decrease)/increase in cash and cash equivalents | (91,264 | ) | 165,242 |
Cash and cash equivalents at beginning of year |
2 |
812,527 |
647,285 |
Cash and cash equivalents at end of year |
2 |
721,263 |
812,527 |
Bell Plantation Holdings Limited (Registered number: 13556163) |
Notes to the Consolidated Cash Flow Statement |
for the Year Ended 30 September 2023 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
30.9.23 | 30.9.22 |
£ | £ |
Profit before taxation | 2,078,564 | 592,521 |
Depreciation charges | 297,474 | 177,722 |
Gain on revaluation of fixed assets | (1,245,867 | ) | - |
Finance costs | 448,565 | 121,063 |
Finance income | (4,121 | ) | (50 | ) |
1,574,615 | 891,256 |
Increase in stocks | (50,794 | ) | (286,946 | ) |
(Increase)/decrease in trade and other debtors | (17,956 | ) | 565,547 |
Increase in trade and other creditors | 225,598 | 113,378 |
Cash generated from operations | 1,731,463 | 1,283,235 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 30 September 2023 |
30.9.23 | 1.10.22 |
£ | £ |
Cash and cash equivalents | 721,263 | 812,527 |
Year ended 30 September 2022 |
30.9.22 | 1.10.21 |
£ | £ |
Cash and cash equivalents | 812,527 | 647,285 |
3. | ANALYSIS OF CHANGES IN NET DEBT |
At 1.10.22 | Cash flow | At 30.9.23 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 812,527 | (91,264 | ) | 721,263 |
812,527 | (91,264 | ) | 721,263 |
Debt |
Finance leases | (24,283 | ) | 10,048 | (14,235 | ) |
Debts falling due within 1 year | (298,929 | ) | (170,768 | ) | (469,697 | ) |
Debts falling due after 1 year | (6,185,818 | ) | (537,630 | ) | (6,723,448 | ) |
(6,509,030 | ) | (698,350 | ) | (7,207,380 | ) |
Total | (5,696,503 | ) | (789,614 | ) | (6,486,117 | ) |
Bell Plantation Holdings Limited (Registered number: 13556163) |
Notes to the Consolidated Financial Statements |
for the Year Ended 30 September 2023 |
1. | STATUTORY INFORMATION |
Bell Plantation Holdings Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Going concern |
The financial statements of the Group and Company have been prepared on a going concern basis. The balance sheet for both the Group and Company show net current liabilities as at 30 September 2023. Included in creditors is directors loan accounts of £2,198,177 (2022 - £2,895,885) and the directors have confirmed their intention to continue to support the Group and Company for the foreseeable future. |
Basis of consolidation |
The consolidated financial statements present the results of the company and its subsidiaries (the "Group") as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. |
On 31 March 2022, following a share for share exchange, Bell Plantation Holdings Limited became the new parent company of Bell Plantation (Garden Centre) Limited. |
The introduction of the new holding company constitutes a group reconstruction and has been accounted for using merger accounting principles. Therefore, although the Group reconstruction did not become effective until 31 March 2022, the consolidated financial statements of Bell Plantation Holdings Limited are presented as if the new group had always been in existence and show a full 12 month reporting period. |
Related party exemption |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
Bell Plantation Holdings Limited (Registered number: 13556163) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 September 2023 |
2. | ACCOUNTING POLICIES - continued |
Critical accounting judgements and key sources of estimation uncertainty |
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below: |
i) Useful economic lives of tangible assets |
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of assets. The useful economic lives and residual values are reviewed annually. They are amended when necessary to reflect current accounting estimates, based on technological advancements, future investments, economic utilisation and the physical condition of the assets. |
Turnover |
Turnover is measured at fair value of the consideration received or receivable and represents the amount receivable for goods supplied or services rendered, net of returns, discounts and rebates allowed by the company and Valued Added Tax. |
The company recognises turnover when the following criteria have been met: |
i) Sale of goods |
Revenue from the sale of goods is recognised when : |
(a) the significant risks and rewards of ownership have been transferred to the buyer; |
(b) the company retains no ongoing involvement or control over the goods; |
(c) the revenue can be reliably measured; |
(d) it is probable that the Company will receive the consideration due under the transaction; and |
(e) the costs incurred in respect of the transaction can be reliably measured. |
Bell Plantation Holdings Limited (Registered number: 13556163) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 September 2023 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Freehold property | - |
Improvements to property | - |
Plant and machinery | - |
Fixtures and fittings | - |
Motor vehicles | - |
Computer equipment | - |
Freehold land is not depreciated. |
Up to the year ended 30 September 2022, the depreciation was provided at the following rates: |
Fixtures and fittings | - 18% on reducing balance |
Motor vehicles | - 18% on reducing balance |
Computer equipment | - 18% on reducing balance |
Tangible fixed assets 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. |
The expected useful lives of assets are reviewed and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively. |
Investment property |
Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss. |
Stocks |
Stocks are valued at the lower of cost and estimated selling price less costs to complete and sell, after making due allowance for obsolete and slow moving items. |
Financial instruments |
The group and company only 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. |
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 profit and loss account. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Bell Plantation Holdings Limited (Registered number: 13556163) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 September 2023 |
2. | ACCOUNTING POLICIES - continued |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Hire purchase and leasing commitments |
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter. |
The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability. |
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
3. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the group. |
4. | EMPLOYEES AND DIRECTORS |
30.9.23 | 30.9.22 |
£ | £ |
Wages and salaries | 1,055,044 | 922,521 |
Social security costs | 70,499 | 57,655 |
Other pension costs | 15,138 | 11,942 |
1,140,681 | 992,118 |
The average number of employees during the year was as follows: |
30.9.23 | 30.9.22 |
Garden centre staff | 73 | 70 |
Directors | 6 | 6 |
The average number of employees by undertakings that were proportionately consolidated during the year was NIL (2022 - NIL). |
30.9.23 | 30.9.22 |
£ | £ |
Directors' remuneration | 18,192 | 13,488 |
Directors' pension contributions to money purchase schemes | 86 | 81 |
Bell Plantation Holdings Limited (Registered number: 13556163) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 September 2023 |
5. | OPERATING PROFIT |
The operating profit is stated after charging: |
30.9.23 | 30.9.22 |
£ | £ |
Hire of plant and machinery | - | 4,914 |
Depreciation - owned assets | 289,937 | 172,297 |
Depreciation - assets on hire purchase contracts | 7,536 | 5,426 |
Auditors' remuneration | 13,000 | - |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
30.9.23 | 30.9.22 |
£ | £ |
Bank loan interest | 20,999 | 27,467 |
Mortgage interest | 411,809 | 79,506 |
Loan interest | 14,806 | 13,017 |
Hire purchase interest | 951 | 1,073 |
448,565 | 121,063 |
7. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
30.9.23 | 30.9.22 |
£ | £ |
Current tax: |
UK corporation tax | 128,606 | 113,380 |
Deferred tax | 442,362 | 44,603 |
Tax on profit | 570,968 | 157,983 |
UK corporation tax has been charged at 22 % (2022 - 19 %). |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
30.9.23 | 30.9.22 |
£ | £ |
Profit before tax | 2,078,564 | 592,521 |
Profit multiplied by the standard rate of corporation tax in the UK of 22 % (2022 - 19 %) |
457,284 |
112,579 |
Effects of: |
Expenses not deductible for tax purposes | 4,140 | 11,709 |
Depreciation in excess of capital allowances | 50,422 | 22,486 |
Enhanced capital allowances | (2,058 | ) | (4,983 | ) |
Differing tax rates applicable for deferred tax | 61,180 | 16,192 |
Total tax charge | 570,968 | 157,983 |
Bell Plantation Holdings Limited (Registered number: 13556163) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 September 2023 |
7. | TAXATION - continued |
The UK corporation tax rate was 19% until 1 April 2023 when the tax rate increased to 25% for the remainder of the year ended 30 September 2023. |
The Finance Bill 2021 provided for an increase in the mainstream corporation tax rate to 25% from 1 April 2023. Deferred tax has been measured using these enacted rates and reflected in these financial statements. Deferred tax has been calculated at 25%. |
8. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements. |
9. | DIVIDENDS |
Year Ended | Year Ended |
30.9.23 | 30.9.22 |
£ | £ |
Interim | 145,360 | 146,596 |
Bell Plantation Holdings Limited (Registered number: 13556163) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 September 2023 |
10. | PRIOR YEAR ADJUSTMENT |
The prior year adjustment for the Company only figures relate to the correction of tangible fixed assets and to the change in accounting policy to adopt a policy of depreciation on freehold property. The directors believe that the new accounting policy more accurately reflects the value of the company's assets. |
In the prior period ended 30 September 2022, the subsidiary Bell Plantation (Garden Centre) Limited was acquired through a share for share exchange. As part of the group restructure, freehold property was incorrectly transferred to the holding company, which has now been rectified. |
A prior year adjustment has also been made to reclassify £1,816,501 of the freehold property to investment properties and to correct for the dividends paid out in the prior period. |
Below is a summary of the impact of the change in accounting policy on the company figures and reinstatement for the current and prior years. |
Year ended 30.9.2023 |
Period 9.8.21 to 30.9.22 |
£ | £ |
Correction of tangible fixed assets | (2,481,836) | (2,481,836 | ) |
Increase in investment properties | 1,816,501 | 1,816,501 |
Depreciation of tangible fixed assets | (122,329) | (60,080 | ) |
Decrease in amounts owed to group creditor | 665,335 | 665,335 |
Increase in provision for deferred tax | - | (44,603 | ) |
Increase in dividends paid | - | (26,500 | ) |
Total (decrease) in net assets | (122,329) | (131,183 | ) |
(Increase) in depreciation | (122,329) | (60,080 | ) |
(Increase) in tax | - | (44,603 | ) |
Total (decrease) in profit for the financial period | (122,329) | (104,683 | ) |
Bell Plantation Holdings Limited (Registered number: 13556163) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 September 2023 |
11. | TANGIBLE FIXED ASSETS |
Group |
Improvements |
Freehold | to | Plant and |
property | property | machinery |
£ | £ | £ |
COST |
At 1 October 2022 | 7,876,534 | 328,501 | 219,700 |
Additions | 720,869 | 100,461 | 1,070 |
At 30 September 2023 | 8,597,403 | 428,962 | 220,770 |
DEPRECIATION |
At 1 October 2022 | 60,080 | 48,602 | 114,679 |
Charge for year | 122,329 | 25,368 | 44,011 |
At 30 September 2023 | 182,409 | 73,970 | 158,690 |
NET BOOK VALUE |
At 30 September 2023 | 8,414,994 | 354,992 | 62,080 |
At 30 September 2022 | 7,816,454 | 279,899 | 105,021 |
Fixtures |
and | Motor | Computer |
fittings | vehicles | equipment | Totals |
£ | £ | £ | £ |
COST |
At 1 October 2022 | 367,567 | 65,492 | 112,482 | 8,970,276 |
Additions | 213,383 | - | 84,406 | 1,120,189 |
At 30 September 2023 | 580,950 | 65,492 | 196,888 | 10,090,465 |
DEPRECIATION |
At 1 October 2022 | 194,424 | 23,173 | 70,957 | 511,915 |
Charge for year | 62,809 | 18,135 | 24,821 | 297,473 |
At 30 September 2023 | 257,233 | 41,308 | 95,778 | 809,388 |
NET BOOK VALUE |
At 30 September 2023 | 323,717 | 24,184 | 101,110 | 9,281,077 |
At 30 September 2022 | 173,143 | 42,319 | 41,525 | 8,458,361 |
Included in cost of land and buildings is freehold land of £2,357,070 (2022 - £2,357,070) which is not depreciated. |
The net book value of assets held under finance lease or hire purchase contracts, included above, was £17,182 (2022 - £24,718). |
Bell Plantation Holdings Limited (Registered number: 13556163) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 September 2023 |
11. | TANGIBLE FIXED ASSETS - continued |
Company |
Fixtures |
Freehold | and | Computer |
property | fittings | equipment | Totals |
£ | £ | £ | £ |
COST |
At 1 October 2022 |
Additions |
At 30 September 2023 |
DEPRECIATION |
At 1 October 2022 |
Charge for year |
At 30 September 2023 |
NET BOOK VALUE |
At 30 September 2023 |
At 30 September 2022 |
Included in cost of land and buildings is freehold land of £ 2,357,070 (2022 - £ 2,357,070 ) which is not depreciated. |
12. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertaking |
£ |
COST |
At 1 October 2022 |
and 30 September 2023 |
NET BOOK VALUE |
At 30 September 2023 |
At 30 September 2022 |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiary |
Registered office: Bell Plantation (Garden Centre) Ltd, Watling Street, Towcester, NN12 6GX |
Nature of business: |
% |
Class of shares: | holding |
Bell Plantation Holdings Limited (Registered number: 13556163) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 September 2023 |
13. | INVESTMENT PROPERTY |
Group |
Total |
£ |
FAIR VALUE |
At 1 October 2022 | 1,816,501 |
Revaluations | 1,245,867 |
At 30 September 2023 | 3,062,368 |
NET BOOK VALUE |
At 30 September 2023 | 3,062,368 |
At 30 September 2022 | 1,816,501 |
Fair value at 30 September 2023 is represented by: |
£ |
Valuation in 2023 | 1,245,867 |
Cost | 1,816,501 |
3,062,368 |
The 2023 valuations were made by the directors, on an open market value for existing use basis. |
Company |
Total |
£ |
FAIR VALUE |
At 1 October 2022 |
Revaluations | 1,245,867 |
At 30 September 2023 |
NET BOOK VALUE |
At 30 September 2023 |
At 30 September 2022 |
Fair value at 30 September 2023 is represented by: |
£ |
Valuation in 2023 | 1,245,867 |
Cost | 1,816,501 |
3,062,368 |
The 2023 valuations were made by the directors, on an open market value for existing use basis. |
Bell Plantation Holdings Limited (Registered number: 13556163) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 September 2023 |
14. | STOCKS |
Group |
30.9.23 | 30.9.22 |
£ | £ |
Finished goods | 920,902 | 870,108 |
Stock recognised in cost of sales during the year as an expense was £2,487,240 (2022: £2,261,014). |
15. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
30.9.23 | 30.9.22 | 30.9.23 | 30.9.22 |
£ | £ | £ | £ |
Trade debtors | 25,509 | 39,577 |
Other debtors | 59,512 | 33,627 |
VAT | - | - |
Prepayments and accrued income | 30,187 | 24,048 |
115,208 | 97,252 |
16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
30.9.23 | 30.9.22 | 30.9.23 | 30.9.22 |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 18) | 469,697 | 298,929 |
Hire purchase contracts (see note 19) | 10,048 | 10,048 |
Trade creditors | 554,826 | 520,902 |
Amounts owed to group undertakings | - | - |
Tax | 139,222 | 123,995 |
Social security and other taxes | 19,516 | 15,669 |
VAT | 93,100 | 7,870 | 35,627 | - |
Other creditors | 161,177 | 62,888 |
Directors' current accounts | 2,198,177 | 2,895,882 | 2,198,177 | 2,895,882 |
Accruals and deferred income | 65,619 | 61,310 |
3,711,382 | 3,997,493 |
17. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
30.9.23 | 30.9.22 | 30.9.23 | 30.9.22 |
£ | £ | £ | £ |
Bank loans (see note 18) | 6,723,448 | 6,185,818 |
Hire purchase contracts (see note 19) | 4,187 | 14,235 |
6,727,635 | 6,200,053 |
Bell Plantation Holdings Limited (Registered number: 13556163) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 September 2023 |
18. | LOANS |
An analysis of the maturity of loans is given below: |
Group | Company |
30.9.23 | 30.9.22 | 30.9.23 | 30.9.22 |
£ | £ | £ | £ |
Amounts falling due within one year or | on demand: |
Bank loans | 469,697 | 298,929 |
Amounts falling due between one and | two years: |
Bank loans - 1-2 years | 497,466 | 528,893 |
Amounts falling due between two and | five years: |
Bank loans - 2-5 years | 1,387,910 | 1,551,633 |
Amounts falling due in more than five | years: |
Repayable by instalments |
Bank loans more than 5 years | 4,838,072 | 4,105,292 | 4,838,072 | 4,105,292 |
A 20 year bank loan is repayable monthly until its maturity in March 2042. Interest is charges at a rate of 5.31% over the Bank of England base rate. |
A 20 year bank loan is repayable monthly until its maturity in July 2042. Interest is charges at a rate of 6.09% per annum. |
A 5 year bank loan is repayable monthly until its maturity in May 2026. Interest is charges at a rate of 5.35% per annum. |
A new 20 year loan was taken out in the year which is repayment monthly until its maturity in January 2043. Interest is charged as a rate of 6.86%. |
A new 5 year loan was taken out in the year which is repayment monthly until its maturity in January 2028. Interest is charged as a rate of 6.85%. |
19. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Hire purchase contracts |
30.9.23 | 30.9.22 |
£ | £ |
Net obligations repayable: |
Within one year | 10,048 | 10,048 |
Between one and five years | 4,187 | 14,235 |
14,235 | 24,283 |
Bell Plantation Holdings Limited (Registered number: 13556163) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 September 2023 |
20. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group | Company |
30.9.23 | 30.9.22 | 30.9.23 | 30.9.22 |
£ | £ | £ | £ |
Bank loans | 7,193,145 | 6,484,747 |
Hire purchase contracts | 14,235 | 24,283 | - | - |
7,207,380 | 6,509,030 |
The bank loans are secured over the freehold property of the group. |
The hire purchase contracts are secured against the fixed assets that they relate to. |
21. | PROVISIONS FOR LIABILITIES |
Group | Company |
30.9.23 | 30.9.22 | 30.9.23 | 30.9.22 |
£ | £ | £ | £ |
Deferred tax |
Accelerated capital allowances | 198,364 | 67,469 |
Other timing differences | 311,467 | - | 311,467 | - |
509,831 | 67,469 | 414,366 | 44,603 |
Group |
Deferred |
tax |
£ |
Balance at 1 October 2022 | 67,469 |
Provided during year | 442,362 |
Balance at 30 September 2023 | 509,831 |
Company |
Deferred |
tax |
£ |
Balance at 1 October 2022 |
Provided during year |
Balance at 30 September 2023 |
Bell Plantation Holdings Limited (Registered number: 13556163) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 September 2023 |
22. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 30.9.23 | 30.9.22 |
value: | as restated |
£ | £ |
Ordinary A1 | 0.5p | 5 | 5 |
Ordinary A2 | 0.5p | 5 | 5 |
Ordinary A3 | 0.5p | 10 | 10 |
2,040 | Ordinary A4 | 0.5p | 10 | 10 |
2,040 | Ordinary A5 | 0.5p | 10 | 10 |
2,040 | Ordinary A6 | 0.5p | 10 | 10 |
2,551 | Ordinary B1 | 0.5p | 13 | 13 |
2,550 | Ordinary B2 | 0.5p | 13 | 13 |
4,589 | Ordinary B3 | 0.5p | 23 | 23 |
511 | Ordinary B4 | 0.5p | 3 | 3 |
102 | 102 |
The A ordinary share classes carry full voting rights with no restrictions and have no restrictions on the repayment of capital. The directors are entitled to vote an individual dividend on one class of share without the same dividend being voted to any other type of share. |
The B ordinary share classes carry no voting rights and only participate in capital derived from the subsidiary Bell Plantation (Garden Centre) Ltd. The directors are entitled to vote an individual dividend on one class of share without the same dividend being voted to any other type of share. |
23. | RESERVES |
Called up share capital |
This represents the nominal value of shares that have been issued. |
Retained Earnings |
This includes all current and prior period retained profits and losses. |
Fair Value Reserve |
This relates to the difference between the historical cost and the fair value of investments properties recognised in the financial statements. |
24. | RELATED PARTY DISCLOSURES |
Key management personnel of the entity or its parent (in the aggregate) |
30.9.23 | 30.9.22 |
as | restated |
£ | £ |
Dividends | 104,660 | 91,771 |
Purchase of freehold property | - | 7,700,000 |
Amount due to related party | 2,198,177 | 2,895,882 |
The key personnel of the company and group are the directors. Their remuneration is stated in note 4. |
Bell Plantation Holdings Limited (Registered number: 13556163) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 September 2023 |
24. | RELATED PARTY DISCLOSURES - continued |
Other related parties |
30.9.23 | 30.9.22 |
as | restated |
£ | £ |
Dividends | 40,700 | 26,500 |
Amount due to related party | 19,800 | 26,500 |
Other related parties are relatives of the directors of the group. |