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Registered number: 03863497










CROCUS.CO.UK LIMITED

AUDITED
ANNUAL REPORT
AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED
31 OCTOBER 2023
 






 



 






 
CROCUS.CO.UK LIMITED
 

COMPANY INFORMATION


Directors
M W Fane 
P R Clay 
H Shah 
M P Shukla 




Company secretary
H Shah



Registered number
03863497



Registered office
Nursery Court
London Road

Windlesham

Surrey

GU20 6LQ




Independent auditors
Wellden Turnbull Limited
Chartered Accountants & Statutory Auditors

Albany House

Claremont Lane

Esher

Surrey

KT10 9FQ





 
CROCUS.CO.UK LIMITED
 

CONTENTS



Page
Strategic report
 
 
1 - 2
Directors' report
 
 
3 - 4
Independent auditors' report
 
 
5 - 8
Statement of income and retained earnings
 
 
9
Statement of financial position
 
 
10
Statement of cash flows
 
 
11
Notes to the financial statements
 
 
12 - 28

 
CROCUS.CO.UK LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 OCTOBER 2023

Introduction
 
The Directors present their Strategic Report for Crocus.Co.UK Limited ("the Company") for the year ended 31 October 2023.

Business review
 
The principal activity of the Company during the year was the provision of horticultural plants and other related gardening products and services to its customers, primarily via the internet.
The financial year ending 31st October 2023 presented significant challenges for the gardening industry. Despite these obstacles, our company achieved growth that surpassed industry averages. Our sales increased by an impressive 13.1%, reaching £28.1 million, compared to the 16.3% drop in the previous year. 
Throughout the year, we implemented strategic measures to safeguard profitability amidst cost pressures driven primarily by rising inflation and interest rates. These efforts resulted in a notable improvement in our financial performance. Our EBITDA rose from £0.39 million in 2021/22 to £0.9 million in 2022/23, reflecting our success in enhancing profitability. Our strong financial management also enabled us to maintain a robust cash position, ending the year with a healthy balance of £2.31 million.
As we look ahead to the current financial year, we remain cautiously optimistic about achieving continued sales growth despite the prevailing economic uncertainties. However, the unusually bad weather during 2024 has impacted consumer demand at a time when the consumer is already suffering from cost-of-living pressures on top of broader economic instability. In addition, the National Minimum Wage increased by 9.7% in 2024 resulting in a significant increase in our cost base.

Principal risks and uncertainties
 
The principal risks and uncertainties of the Company are as follows:
Currency risk
The Company sometimes enters into forward currency contracts to manage the currency risk arising from foreign currency-denominated transactions. There are no other matters concerning financial risk which are material for the assessment of the assets, liabilities, financial position and profit or loss of the Company.
Market risk 
The Company operates in a competitive and growing market. The Company’s primary focus on mitigating this risk is to focus on continuing to be ‘best in class’ in its market and stand out from its peer group. The Company is focused on investment in resources including cutting-edge technology, product development and customer services to enhance the customer experience of online shopping with us.
People with disability
It is our company policy to give full and fair consideration to applications for employment made by disabled persons, having regard to their particular aptitudes and abilities. We support employees returning to work from illness or injury and may facilitate independent assessments to ensure a safe and speedy return to work. 

Page 1

 
CROCUS.CO.UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023

Financial key performance indicators
 
The Company monitors its performance against strategic objectives by means of key performance indicators. The main KPIs it uses are orientated around turnover and EBITDA.


FY2023
FY2022
FY2021

£'000
£'000
£'000
Turnover
28,139
24,881
29,718
EBITDA (before exceptional items)
902
339
3,271

 
 

These KPIs are reviewed on a regular basis to assess whether expectations are met. 

Other key performance indicators
 
The Directors do not consider there to be any other key performance indicators.

Directors' statement of compliance with duty to promote the success of the Company
 
The Directors of the Company have acted in accordance with their duties codified in law, which include their duty to act in the way in which they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole, having regards to the stakeholders and matters set out in section 172 of the Companies Act 2006.


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



M W Fane
Director

Date: 31 July 2024
Page 2

 
CROCUS.CO.UK LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 OCTOBER 2023

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

Directors' responsibilities statement

The Directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with 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 of the profit or loss of the Company for that period.

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


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

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £240,398 (2022 - loss £409,694).

The Directors have not proposed or paid a dividend in the current or prior year.

Directors

The Directors who served during the year were:

M W Fane 
P R Clay 
H Shah 
M P Shukla 

Future developments

The Directors do not anticipate any changes in the level or nature of the Company's business in the near future. 

Financial instruments

The Company's operations expose it to a variety of financial risks including the effects of changes in interest rates on debt, liquidity risk and credit risk. The Company's financial instruments comprise cash and cash equivalents. 

Page 3

 
CROCUS.CO.UK LIMITED
 

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

Disabled employees

It is our Company policy to give full and fair consideration to applications for employment made by disabled persons, having regard to their particular aptitudes and abilities. We support employees returning to work from illness or injury and may facilitate independent assessments to ensure a safe and speedy return to work. 

Disclosure of information to auditors

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's auditors are 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's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

The auditorsWellden Turnbull Limitedwill 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.
 





M W Fane
Director

Date: 31 July 2024
Page 4

 
CROCUS.CO.UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CROCUS.CO.UK LIMITED
 

Opinion


We have audited the financial statements of Crocus.Co.UK Limited (the 'Company') for the year ended 31 October 2023, which comprise the Statement of income and retained earnings, the Statement of financial position, the Statement of cash flows 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 Company's affairs as at 31 October 2023 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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


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


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.


Page 5

 
CROCUS.CO.UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CROCUS.CO.UK LIMITED (CONTINUED)


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 Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

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


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


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of 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 3, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 6

 
CROCUS.CO.UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CROCUS.CO.UK LIMITED (CONTINUED)


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


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. We have identified the greatest risk of a material impact on the financial statements from irregularities, including fraud, to relate to the timing and recognition of revenue, incorrect recognition of intangible assets and the override of controls by management. We have obtained an understanding of the legal and regulatory frameworks that the Company operates within including both those that directly have an impact on the financial statements and more widely those for which non-compliance could have a significant impact on the Company’s operations and reputation. The Companies Act 2006, employee legislation, health and safety legislation and data protection are those we have identified in this regard. Auditing standards limit the required procedures as to non-compliance with laws and regulations to enquiries of those charged with governance and review of any applicable correspondence. 
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
 
Enquiry of management and those charged with governance as to actual and potential litigation and claims;
 
Enquiry of management and compliance functions and roles to identify any instances of non-compliance with laws and regulations;

Reviewing the valuation of intangible fixed assets including challenging the reasonableness of management impairment assessment;

Assessing the reasonableness of revenue recognised in the period based on underlying contractual terms and obligations and the requirements of accounting standards, ensuring that sales are recorded in the correct period;
 
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations and accounting standards; and
 
Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business, and reviewing accounting estimates for bias.


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 Auditors' report.


Page 7

 
CROCUS.CO.UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CROCUS.CO.UK LIMITED (CONTINUED)


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 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Robin John FCA, CTA (Senior statutory auditor)
  
for and on behalf of
Wellden Turnbull Limited
 
Chartered Accountants
Statutory Auditors
  
Albany House
Claremont Lane
Esher
Surrey
KT10 9FQ

1 August 2024
Page 8

 
CROCUS.CO.UK LIMITED
 

STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 OCTOBER 2023

2023
2022
                                                                                                                        Note
£
£

  

Turnover
 4 
28,139,029
24,881,359

Cost of sales
  
(13,581,026)
(12,706,217)

Gross profit
  
14,558,003
12,175,142

Distribution costs
  
(6,011,163)
(5,215,046)

Administrative expenses
  
(8,533,200)
(7,454,259)

Other operating income
 5 
25,009
84,469

Operating profit/(loss)
 6 
38,649
(409,694)

Interest payable and similar expenses
 10 
4,220
-

Profit/(loss) before tax
  
42,869
(409,694)

Tax on profit/(loss)
 11 
197,529
-

Profit/(loss) after tax
  
240,398
(409,694)

  

  

Retained earnings at the beginning of the year
  
3,023,392
3,433,086

Profit/(loss) for the year
  
240,398
(409,694)

Retained earnings at the end of the year
  
3,263,790
3,023,392

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of income and retained earnings.

The notes on pages 12 to 28 form part of these financial statements.

Page 9

 
CROCUS.CO.UK LIMITED
REGISTERED NUMBER: 03863497

STATEMENT OF FINANCIAL POSITION
AS AT 31 OCTOBER 2023

2023
2022
                                                                            Note
£
£

Fixed assets
  

Intangible fixed assets
 12 
842,139
1,144,505

Tangible assets
 13 
1,574,316
1,466,466

  
2,416,455
2,610,971

Current assets
  

Stocks
 14 
2,751,026
2,908,095

Debtors: amounts falling due within one year
 15 
1,003,256
1,358,512

Bank and cash balances
  
2,313,975
1,887,479

  
6,068,257
6,154,086

Creditors: amounts falling due within one year
 16 
(4,250,218)
(4,807,448)

Net current assets
  
 
 
1,818,039
 
 
1,346,638

Total assets less current liabilities
  
4,234,494
3,957,609

Creditors: amounts falling due after more than one year
 17 
(36,487)
-

  

Net assets
  
4,198,007
3,957,609


Capital and reserves
  

Called up share capital 
 22 
327,763
327,763

Share premium account
 23 
602,904
602,904

Capital redemption reserve
 23 
3,550
3,550

Profit and loss account
 23 
3,263,790
3,023,392

  
4,198,007
3,957,609


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




M W Fane
Director

Date: 31 July 2024

The notes on pages 12 to 28 form part of these financial statements.

Page 10

 
CROCUS.CO.UK LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 OCTOBER 2023

2023
2022
£
£

Cash flows from operating activities

Profit/(loss) for the financial year
240,398
(409,694)

Adjustments for:

Amortisation of intangible assets
387,900
333,142

Depreciation of tangible assets
458,745
425,060

Impairments of fixed assets
50,000
-

Taxation charge
(197,529)
-

Decrease/(increase) in stocks
157,069
(878,148)

Decrease/(increase) in debtors
355,256
(439,827)

(Decrease) in creditors
(620,743)
(713,920)

Corporation tax received
197,529
-

Net cash generated from operating activities

1,028,625
(1,683,387)


Cash flows from investing activities

Purchase of intangible fixed assets
(135,534)
(492,630)

Purchase of tangible fixed assets
(566,595)
(560,405)

Net cash from investing activities

(702,129)
(1,053,035)

Cash flows from financing activities

Repayment of loans
-
(39,152)

Repayment of/new finance leases
100,000
-

Net cash used in financing activities
100,000
(39,152)

Net increase/(decrease) in cash and cash equivalents
426,496
(2,775,574)

Cash and cash equivalents at beginning of year
1,887,479
4,663,053

Cash and cash equivalents at the end of year
2,313,975
1,887,479


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
2,313,975
1,887,479

2,313,975
1,887,479


Page 11

 
CROCUS.CO.UK LIMITED
 

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

1.


Company information

Crocus.co.uk Limited is a private company, limited by shares and incorporated in England and Wales, registration number 03863497. The registered office address and principal place of business is stated on the company information page of these financial statements.

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 management to exercise judgement in applying the Company's accounting policies (see note 3).

The financial statements are presented in sterling which is the functional currency of the Company and rounded to the nearest £.

The following principal accounting policies have been applied:

 
2.2

Going concern

The Company has made a profit in the financial year and is in a net asset position at the year end date. These financial statements have been prepared on a going concern basis as the Directors believe that the Company will continue to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of the financial statements.
In assessing the appropriateness of the going concern basis of preparation, the Directors have taken into account the key risks to the business, the Company's business model and the availability of cash resources. The Directors consider it appropriate to therefore prepare the financial statements on a going concern basis.

Page 12

 
CROCUS.CO.UK LIMITED
 

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

2.Accounting policies (continued)

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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 Company has transferred the significant risks and rewards of ownership to the buyer;
the Company 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 Company 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.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Cafe and Garden centre - revenue is recognised at point of transaction.
Online Sales - revenue is recognised at the point of despatch to the customer.
Wholesale - revenue for goods provided is recognised at point of delivery to the customer. For long-term projects, revenue is recognised over the period of the project. 

Page 13

 
CROCUS.CO.UK LIMITED
 

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

2.Accounting policies (continued)

 
2.4

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of income and retained earnings over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Development expenditure
-
5
years
Goodwill
-
10
years

 
2.5

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.

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:

Short-term leasehold property
-
35 years
Plant and machinery
-
3 - 7 years
Motor vehicles
-
3 - 5 years
Fixtures and fittings
-
3 - 10  years
Computer equipment
-
2 - 5 years

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.

  
2.6

Operating leases: the Company as lessee

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

Page 14

 
CROCUS.CO.UK LIMITED
 

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

2.Accounting policies (continued)

 
2.7

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.8

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of income and retained earnings in the same period as the related expenditure.

 
2.9

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.10

Taxation

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 reporting date in the countries where the Company operates and generates income.

 
2.11

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 15

 
CROCUS.CO.UK LIMITED
 

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

2.Accounting policies (continued)

 
2.12

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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.

  
2.13

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.14

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.15

Financial instruments

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

Financial instruments are recognised in the Company's Statement of financial position when the Company becomes party to the contractual provisions of the instrument.

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.

Page 16

 
CROCUS.CO.UK LIMITED
 

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

2.Accounting policies (continued)


2.15
Financial instruments (continued)

Discounting is omitted where the effect of discounting is immaterial. The Company'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 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 Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans 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.

Page 17

 
CROCUS.CO.UK LIMITED
 

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

2.Accounting policies (continued)

 
2.16

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.17

Debtors

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

 
2.18

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 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 Company's cash management.

 
2.19

Creditors

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

Page 18

 
CROCUS.CO.UK LIMITED
 

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

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In preparing the financial statements management is required to make judgements, estimates and assumptions that affect amounts reported. Use of available information and application of judgement are inherent in the formation of estimates, together with past expense and expectations of future events that are believed to be reasonable under the circumstances. Actual results in the future could differ from such estimates.
The following are the Company's key sources of estimation uncertainty:
Goodwill
The value of goodwill acquired is amortised over the anticipated useful economic life of the goodwill. 
The carrying value of goodwill after allowing for amortisation is reviewed by management annually for indicators of impairment. This involves management assessing the future likely economic benefit of the asset and applying judgement for future events. 
Stock provision
A provision against stock is provided based upon specific lines or certain categories of stock, that are deemed to to damaged or slow moving by management.


4.


Turnover

The turnover is attributable to the one principal activity of the Company, and all derived from activities in the United Kingdom.


5.


Other operating income

2023
2022
£
£

Government grants
-
17,617

Sundry income
25,009
66,852

25,009
84,469



6.


Operating profit/(loss)

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

2023
2022
£
£

Exchange differences
(5,825)
40,844

Page 19

 
CROCUS.CO.UK LIMITED
 

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

7.


Auditors' remuneration

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


2023
2022
£
£

Auditors' remuneration
26,360
24,580

8.


Employees

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


2023
2022
£
£

Wages and salaries
6,308,042
5,785,865

Social security costs
506,553
524,075

Cost of defined contribution scheme
132,256
140,849

6,946,851
6,450,789


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


        2023
        2022
            No.
            No.







Sales and distribution staff
181
183



Administrative staff
62
55

243
238


9.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
500,292
564,977

Company contributions to defined contribution pension schemes
20,791
32,546

521,083
597,523


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

The highest paid Director received remuneration of £191,667 (2022 - £163,683).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £11,667 (2022 - £14,542).

The Directors are considered to be the key management personnel of the Company.

Page 20

 
CROCUS.CO.UK LIMITED
 

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

10.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
(4,496)
-

Finance leases and hire purchase contracts
276
-

(4,220)
-


11.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
(197,529)
-


(197,529)
-


Total current tax
(197,529)
-

Deferred tax

Total deferred tax
-
-


Taxation on (loss)/profit on ordinary activities
(197,529)
-
Page 21

 
CROCUS.CO.UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 22.52% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit/(loss) on ordinary activities before tax
42,869
(409,694)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 22.52% (2022 - 19%)
9,654
(77,842)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
97,417
63,297

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
1,203
1,180

Capital allowances for year in excess of depreciation
(37,696)
(107,853)

Other timing differences leading to an increase (decrease) in taxation
-
(12,416)

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
(197,529)
-

Unrelieved tax losses carried forward
(70,578)
133,634

Total tax charge for the year
(197,529)
-


Factors that may affect future tax charges

A deferred tax asset has not been recognised in respect of the trading losses of £9.1m (2022 - £10.0m) to carry forward in the Company as a result of their utilisation being uncertain. These will be available to off-set against future trading profits generated in the Company.

Page 22

 
CROCUS.CO.UK LIMITED
 

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

12.


Intangible assets




Development expenditure
Goodwill
Total

£
£
£



Cost


At 1 November 2022
1,610,041
500,722
2,110,763


Additions
135,534
-
135,534



At 31 October 2023

1,745,575
500,722
2,246,297



Amortisation


At 1 November 2022
648,094
318,164
966,258


Charge for the year on owned assets
337,828
100,072
437,900



At 31 October 2023

985,922
418,236
1,404,158



Net book value



At 31 October 2023
759,653
82,486
842,139



At 31 October 2022
961,947
182,558
1,144,505


Amortisation and impairment of intangible assets is charged to administrative expenses.
The individual intangible assets which are material to the financial statements are as follows:


Net book value
2023
2022
£
£

Development costs

Software
350,759
350,759

System
235,253
235,253

Website
360,745
360,745

Other
15,190
15,190



Page 23

 
CROCUS.CO.UK LIMITED
 

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

13.


Tangible fixed assets





Short-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Computer equipment
Total

£
£
£
£
£
£



Cost or valuation


At 1 November 2022
65,887
509,366
15,180
2,349,647
326,250
3,266,330


Additions
-
129,978
-
391,825
44,792
566,595



At 31 October 2023

65,887
639,344
15,180
2,741,472
371,042
3,832,925



Depreciation


At 1 November 2022
10,467
299,101
15,180
1,326,828
148,288
1,799,864


Charge for the year on owned assets
1,882
73,575
-
324,197
59,091
458,745



At 31 October 2023

12,349
372,676
15,180
1,651,025
207,379
2,258,609



Net book value



At 31 October 2023
53,538
266,668
-
1,090,447
163,663
1,574,316



At 31 October 2022
55,420
210,265
-
1,022,819
177,962
1,466,466

Page 24

 
CROCUS.CO.UK LIMITED
 

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

14.


Stocks

2023
2022
£
£

Finished goods and goods for resale
2,751,026
2,908,095


The carrying value of stocks are stated net of impairment losses.
Impairment losses totalling £253,133 (2022 - £
72,317)were recognised in profit and loss.


15.


Debtors

2023
2022
£
£


Trade debtors
669,750
1,020,955

Other debtors
79,828
-

Prepayments and accrued income
253,678
337,557

1,003,256
1,358,512



16.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
2,912,385
2,611,770

Other taxation and social security
718,243
562,257

Obligations under finance lease and hire purchase contracts
18,292
-

Other creditors
132,764
31,923

Accruals and deferred income
468,534
1,601,498

4,250,218
4,807,448



17.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Net obligations under finance leases and hire purchase contracts
36,487
-




Page 25

 
CROCUS.CO.UK LIMITED
 

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

18.


Share-based payments

Equity-settled share based payments 
The Company has three share option scheme for certain employees (including Directors). 
The 2015 EMI options are exercisable at a price equal to the average market price of the Company's shares on the date of grant. The options may be exercised after 10 years or on the sale or flotation of the Company, if earlier. 
The 2020 EMI options are exercisable at a price equal to the average market price of the Company's shares on the date of grant. The options may be exercised on exit, if the KPI is achieved by the members. 
The 2022 EMI options are exercisable at a price equal to the average market price of the Company's shares at the date of grant. The options are exercisable on exit if certain performance conditions are met.
Options are forfeited if the employee leaves the Company before the options may be exercised. 
Details of the number of share options and the weighted average exercise price (WAEP) outstanding during the year are as follows:
Weighted average exercise price (pence)
2023
Number
2023
Weighted average exercise price
(pence)
2022
Number
2022

Outstanding at the beginning of the year

270

175,500

138.8
 
161,850
 
Granted during the year


-

4.62
 
78,900
 
Forfeited during the year


-

6.62
 
(65,250)
 
Outstanding at the end of the year
270

175,500

270
 
175,500
 

The 2015 EMI option fair values at grant date were calculated using the Black-Scholes method. The inputs into the model were as follows:
2023
2022

Weighted average share price (pence)


137.4

137.4
 
Expected life - years


2

2
 
Expected volatility


80

80
 
Risk-free interest rate


2.0

2.0
 

Expected volatility was determined by calculating the historical volatility of a comparable company in the same business sector over the previous 2 years. The expected life used in the model was been adjusted, based on the managements  best  estimate,  for  the  effects  of  non-transferability,  exercise  restrictions  and  behavioural considerations. 
The Company recognised total expenses of £NIL (2022 - £NIL) related to equity-settled share-based payment transactions during the year.
The 2015 EMI scheme was cancelled in the year.

Page 26

 
CROCUS.CO.UK LIMITED
 

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

19.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £137,447 (2022 - £122,536). Contributions totalling £25,544 (2022 - £20,203) were payable to the fund at the reporting date and are included in creditors.


20.


Commitments under operating leases

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

2023
2022
£
£


Not later than 1 year
45,000
45,000

Later than 1 year and not later than 5 years
180,000
180,000

Later than 5 years
375,000
420,000

600,000
645,000


21.


Related party transactions

During the year the Company received turnover from Nurture Landscapes Limiteda company under common control, of £214 (2022 - £3,109) and expenditure of £17,604  (2022 - £10,389). At the year end, included within trade creditors, is an amount of £9,600 (2022 - £14,794) due to Nurture Landscapes Limited. 
During the year, the Company paid rent for its offices of £40,000 (2022 - £38,333) to a Director and their immediate family who also hold participating interests in the shareholding of the Company.


22.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1,667,297 (2022 - 1,667,297) Ordinary shares shares of £0.10 each
166,730
166,730
1,038,904 (2022 - 1,038,904) Preference Class 'C' shares of £0.10 each
103,890
103,890
571,430 (2022 - 571,430) Preference Class 'A' shares of £0.10 each
57,143
57,143

327,763

327,763

Page 27

 
CROCUS.CO.UK LIMITED
 

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

22.Share capital (continued)

The ordinary, class 'A' preference shares and class 'C' preference shares are all classified as equity shares and entitle the shareholder to the following rights: 
1. With regard to dividends, all shares rank pari passu and distribution should be pro rata to the number of shares held. 
2. With regard to capital, in the event of a sale, the proceeds of such a sale shall be distributed between the shareholders with 'C' preference shares and 'A' preference shares in proportion to their respective subscription price. This distribution will take priority to all other shareholders.
 
3. With regard to capital, on a return of assets on liquidation, reduction of capital or winding up of the Company or otherwise, the surplus assets of the Company remaining after payment of its liabilities shall be distributed in the same manner as set out in point 2. 
4. With regard to voting in general meetings each shareholder shall be entitled to receive notice of, and to attend and vote at, general meetings of the Company; on a show of hands shall have one vote and on a poll every shareholder shall have one vote for every share held by them. 



23.


Reserves

Share premium account

The share capital accounts represents the amount above the nominal value received for shares sold, less transaction costs.

Capital redemption reserve

The capital redemption reserve represents the nominal value of shares repurchased by the Company.

Profit and loss account

The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.


24.


Ultimate controlling party

The Company has no ultimate controlling party.

25.


Analysis of net debt




At 1 November 2022
Cash flows
At 31 October 2023
£

£

£

Cash at bank and in hand

1,887,479

426,496

2,313,975

Debt due within 1 year

-

-

-

Finance leases

-

(100,000)

(100,000)


1,887,479
326,496
2,213,975

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