REGISTERED NUMBER: 06855465 (England and Wales) |
Group Strategic Report, |
Report of the Director and |
Consolidated Financial Statements |
for the year ended |
30 November 2023 |
for |
Woodlands Home & Garden Group |
(Holdings) Limited |
REGISTERED NUMBER: 06855465 (England and Wales) |
Group Strategic Report, |
Report of the Director and |
Consolidated Financial Statements |
for the year ended |
30 November 2023 |
for |
Woodlands Home & Garden Group |
(Holdings) Limited |
Woodlands Home & Garden Group |
(Holdings) Limited (Registered number: 06855465) |
Contents of the Consolidated Financial Statements |
for the year ended 30 November 2023 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Director | 5 |
Report of the Independent Auditors | 6 |
Consolidated Statement of Comprehensive Income | 8 |
Consolidated Balance Sheet | 9 |
Company Balance Sheet | 10 |
Consolidated Statement of Changes in Equity | 11 |
Company Statement of Changes in Equity | 12 |
Consolidated Cash Flow Statement | 13 |
Notes to the Consolidated Cash Flow Statement | 14 |
Notes to the Consolidated Financial Statements | 15 |
Woodlands Home & Garden Group |
(Holdings) Limited |
Company Information |
for the year ended 30 November 2023 |
DIRECTOR: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants and Statutory Auditors |
Strelley Hall |
Main Street |
Strelley |
Nottingham |
NG8 6PE |
Woodlands Home & Garden Group |
(Holdings) Limited (Registered number: 06855465) |
Group Strategic Report |
for the year ended 30 November 2023 |
The director presents his strategic report of the company and the group for the year ended 30 November 2023. |
BUSINESS REVIEW AND FUTURE DEVELOPMENTS |
Turnover for the year has decreased by 2.74% to £22,528,776. Gross profit has increased by 8.76% to £6,528,125 and the gross margin has increased from 25.91% in 2022 to 28.98% in 2023. The change in margin is largely attributed to the fluctuations in raw material cost during the year, particularly the easing of the timber prices, which combined with improved operational performance and pricing controls has improved the gross margin. |
During the year, the group incurred qualifying R&D expenditure of £nil (2022: £1,114,088). |
The group has made a profit before tax this year of £1,443,566 an increase on the 2022 profit before tax of £606,341. This increase is as a result of the lower timber prices and improved operational control and margin realisation. |
The consolidated balance sheet on page 10 of the financial statements shows that the net assets of the group have reduced from £9,293,665 to £5,100,428. This is due to the payment of a dividend to the employee ownership trust which is the ultimate beneficial owner of the business. |
Given the continued challenging global economic conditions, challenging retail market and the unstable landscape created by the Russian invasion of Ukraine, the director considers the overall results to be satisfactory. |
The group's long-term focus continues to be the development of a unified, unique and leading home improvement offer, driving our digital capability, and optimising our operational efficiency. |
CHANGE OF OWNERSHIP |
As of 20th January 2023, the business opted to make the move into employee ownership with the formation of a new employee ownership trust (EOT). The trust bought 100% of the shares of the company from the previous shareholders on behalf of the employees, as ultimate beneficiaries. |
The deal was structured to maintain the long-term stability of the business. The directors of the trading company, Woodlands Home & Garden Group Limited, Ross Moran and Ged Lees, both continue in their roles, and the existing senior leadership team all remain in place to support the business's growth plans. See note 25 for further details. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The principal risks and uncertainties affecting the group relate to volatility in ongoing market conditions, competition and UK consumer confidence, particularly in light of the recent cost of living crisis. |
The other types of risks identified include external factors (such as competitor, environment and regulation), systems and infrastructure, health and safety, employee risk, adapting to consumer trends and the fluctuating costs of the raw materials. |
TIMBER PRICING |
During 2023 timber prices have stabilised and appear to have settled at a relatively low base level which provides a positive foundation for the group to better plan its pricing strategy to manage its margin going forward. |
Woodlands Home & Garden Group |
(Holdings) Limited (Registered number: 06855465) |
Group Strategic Report |
for the year ended 30 November 2023 |
CREDIT RISK |
The group's principal financial assets are bank balances and cash, trade and other debtors. |
The group's credit risk is primarily attributable to its trade debtors. The amounts presented in the consolidated balance sheet are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. |
The group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers. |
LIQUIDITY RISK |
The group regularly reviews the level of cash and debt facilities required to fund its day-to-day activities. |
ECONOMIC RISK |
Uncertainty surrounding the resilience of the UK economy and ongoing effectiveness of fiscal stimulus and monetary measures continue to impact consumer confidence and present a difficult trading outlook across the retail sector, particularly in terms of delivering opportunities for growth. The group is focused on self-help actions to manage the difficult economic environment. |
The rising levels of inflation across fuel, energy and all other major product groups in the UK during the early part of 2023 contributed to a general rise in the cost of production. The group will continue to mitigate this by adjusting pricing as required to maintain margin. |
The instability of the UK economy has provided further challenges to consumer confidence and retail spending. |
The group continues to benefit from the security of strong cash reserves in the business which have been built up through profitable trading. |
SYSTEMS AND INFRASTRUCTURE RISK |
The group has a programme to ensure that it focuses its information technology resources on both maintaining or extending the useful lives of its existing technologies and developing solutions that support revenue and generate opportunities and productivity initiatives. Where possible, the group is also seeking to eliminate complex or heavily bespoke technologies to reduce our running costs. |
HEALTH AND SAFETY RISK |
There is a risk that repeated health and safety failures could result in a major incident that is directly attributable to either a systematic or institutionalised failure in our health and safety management systems. This would result in damage to our reputation through adverse publicity, prosecution and censure. The director is committed to creating and sustaining a safe environment for both our employees and customers, and regularly reviews and challenges health and safety arrangements. |
The director has a specific responsibility for health and safety. He is responsible for ensuring that a written health and safety policy is communicated to all employees, that appropriate health and safety arrangements are in place to protect our employees and that we comply with local regulatory requirements. |
EMPLOYEE RISK |
Retail is a business and there is a risk that, given economic pressures, we fail to maintain necessary investment in our people to ensure that we have the appropriate calibre of staff for specific roles, and that skills and experience are deployed in the best interests of the individual and the group. |
The group continues to invest in our people and is committed to ensuring that our people are given opportunities to develop themselves to the benefit of the organisation and its customers. This is done through a wide range of development opportunities from store-based training programmes, supported by delivery of nationally accredited and recognised qualifications and apprenticeship schemes, to leadership academy programmes for our senior managers. |
The group also remains committed to the ongoing assessment and measurement of our people's engagement with the business, with employee satisfaction surveys completed across the business. |
Woodlands Home & Garden Group |
(Holdings) Limited (Registered number: 06855465) |
Group Strategic Report |
for the year ended 30 November 2023 |
POST BALANCE SHEET EVENT |
As of 1st December 2023, the group has acquired a 100% shareholding in Smart Modular Limited (Trading as My Modular), company number 12582284. |
My Modular is a Leeds based manufacturer of high-end insulated garden rooms whose product range will be added to and complement the Tiger Sheds range of products which is a key part of the Woodlands retail business. |
Stuart Davison, founder and director of My Modular, has joined the board of directors of the trading company Woodlands Home & Garden Group Limited as part of the transaction and the rest of the My Modular team has also been integrated into the business. |
On the 1st December 2023 existing staff members Agata Choma, Graham Parlett and Lauren Coley were promoted to positions within the board of directors of the trading company Woodlands Home & Garden Group Limited. |
KEY PERFORMANCE INDICATORS |
The director monitors progress on overall group strategy by reference to four KPIs. Performance during the year together with historical trend data is set out below: |
- Sales (decrease) 2.74% (2022: decrease 9.37%). |
- Gross Profit Margin, (increase) 28.98% from 25.91% (2022 - 25.91% decrease from 28.52%). |
- Net Profit Margin Before Tax (increase) 6.4% from 2.6% (2022 - 2.6% decrease from 15.71%). |
- Current Ratio 2.40 (2022: 4.30). |
The director considers that the group's performance in the current market is satisfactory. |
ON BEHALF OF THE BOARD: |
Woodlands Home & Garden Group |
(Holdings) Limited (Registered number: 06855465) |
Report of the Director |
for the year ended 30 November 2023 |
The director presents his report with the financial statements of the company and the group for the year ended 30 November 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the group during the year was the importation of timber, sale of timber buildings and DIY materials and the manufacture of garden sheds. |
DIVIDENDS |
The total distribution of dividends for the year ended 30 November 2023 was £5,351,100. |
Dividends paid after date total £1,600,000. |
EVENTS SINCE THE END OF THE YEAR |
Information relating to events since the end of the year is given in the notes to the financial statements. |
DIRECTOR |
DISCLOSURE IN THE STRATEGIC REPORT |
The company has chosen, in accordance with section 414C(11) of the Companies Act 2006 to include certain matters in its Strategic Report that would otherwise be required to be disclosed in this Report of the Director. The Strategic Report can be found on page 2 of these accounts. |
STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations. |
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Woodlands Home & Garden Group |
(Holdings) Limited |
Opinion |
We have audited the financial statements of Woodlands Home & Garden Group (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 November 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 Consolidated Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company's affairs as at 30 November 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; 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the director's 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 director with respect to going concern are described in the relevant sections of this report. |
Other information |
The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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 Director 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 Director have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director. |
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 director's remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Report of the Independent Auditors to the Members of |
Woodlands Home & Garden Group |
(Holdings) Limited |
Responsibilities of director |
As explained more fully in the Statement of Director's Responsibilities set out on page five, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so. |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
We gained an understanding of the legal and regulatory framework applicable to the parent company and the group and the industry in which it operates and considered the risk of acts by the parent company and the group that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the director that represented a risk of material misstatement due to fraud. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Chartered Accountants and Statutory Auditors |
Strelley Hall |
Main Street |
Strelley |
Nottingham |
NG8 6PE |
Woodlands Home & Garden Group |
(Holdings) Limited (Registered number: 06855465) |
Consolidated Statement of Comprehensive Income |
for the year ended 30 November 2023 |
2023 | 2022 |
Notes | £ | £ |
TURNOVER | 3 | 22,528,776 | 23,164,259 |
Cost of sales | 16,000,651 | 17,161,942 |
GROSS PROFIT | 6,528,125 | 6,002,317 |
Administrative expenses | 5,321,481 | 4,772,734 |
1,206,644 | 1,229,583 |
Other operating income | 74,687 | 167,317 |
OPERATING PROFIT | 6 | 1,281,331 | 1,396,900 |
Exceptional costs | 7 | - | 813,385 |
1,281,331 | 583,515 |
Interest receivable and similar income | 8 | 164,708 | 24,880 |
1,446,039 | 608,395 |
Interest payable and similar expenses | 9 | 2,473 | 2,054 |
PROFIT BEFORE TAXATION | 1,443,566 | 606,341 |
Tax on profit | 10 | 285,703 | (157,397 | ) |
PROFIT FOR THE FINANCIAL YEAR |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 1,157,863 | 763,738 |
Profit attributable to: |
Owners of the parent | 1,157,863 | 763,738 |
Total comprehensive income attributable to: |
Owners of the parent | 1,157,863 | 763,738 |
Woodlands Home & Garden Group |
(Holdings) Limited (Registered number: 06855465) |
Consolidated Balance Sheet |
30 November 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 13 | 51,089 | 32,189 |
Tangible assets | 14 | 814,465 | 902,080 |
Investments | 15 | - | - |
865,554 | 934,269 |
CURRENT ASSETS |
Stocks | 16 | 1,932,493 | 2,138,870 |
Debtors | 17 | 1,222,735 | 1,609,780 |
Cash at bank and in hand | 4,413,800 | 7,393,171 |
7,569,028 | 11,141,821 |
CREDITORS |
Amounts falling due within one year | 18 | 3,149,011 | 2,588,410 |
NET CURRENT ASSETS | 4,420,017 | 8,553,411 |
TOTAL ASSETS LESS CURRENT LIABILITIES | 5,285,571 | 9,487,680 |
PROVISIONS FOR LIABILITIES | 19 | 185,143 | 194,015 |
NET ASSETS | 5,100,428 | 9,293,665 |
CAPITAL AND RESERVES |
Called up share capital | 20 | 711 | 711 |
Share premium | 21 | 18,920 | 18,920 |
Capital redemption reserve | 21 | 994 | 994 |
Retained earnings | 21 | 5,079,803 | 9,273,040 |
SHAREHOLDERS' FUNDS | 5,100,428 | 9,293,665 |
The financial statements were approved by the director and authorised for issue on 6 August 2024 and were signed by: |
R P D Moran - Director |
Woodlands Home & Garden Group |
(Holdings) Limited (Registered number: 06855465) |
Company Balance Sheet |
30 November 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 13 | - | - |
Tangible assets | 14 | - | - |
Investments | 15 | 522,415 | 522,415 |
522,415 | 522,415 |
CURRENT ASSETS |
Cash at bank | 73,919 | 55,175 |
CREDITORS |
Amounts falling due within one year | 18 | 306,954 | 520,534 |
NET CURRENT LIABILITIES | (233,035 | ) | (465,359 | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES | 289,380 | 57,056 |
CAPITAL AND RESERVES |
Called up share capital | 20 | 711 | 711 |
Share premium | 21 | 18,920 | 18,920 |
Capital redemption reserve | 21 | 994 | 994 |
Retained earnings | 21 | 268,755 | 36,431 |
SHAREHOLDERS' FUNDS | 289,380 | 57,056 |
Company's profit for the financial year | 5,583,424 | 74,916 |
The financial statements were approved by the director and authorised for issue on |
Woodlands Home & Garden Group |
(Holdings) Limited (Registered number: 06855465) |
Consolidated Statement of Changes in Equity |
for the year ended 30 November 2023 |
Called up |
share | Retained | Share |
capital | earnings | premium |
£ | £ | £ |
Balance at 1 December 2021 | 707 | 8,574,731 | 12,911 |
Changes in equity |
Issue of share capital | 4 | - | 6,009 |
Dividends | - | (65,429 | ) | - |
Total comprehensive income | - | 763,738 | - |
Balance at 30 November 2022 | 711 | 9,273,040 | 18,920 |
Changes in equity |
Dividends | - | (5,351,100 | ) | - |
Total comprehensive income | - | 1,157,863 | - |
Balance at 30 November 2023 | 711 | 5,079,803 | 18,920 |
Capital |
redemption | Other | Total |
reserve | reserves | equity |
£ | £ | £ |
Balance at 1 December 2021 | 994 | 221,016 | 8,810,359 |
Changes in equity |
Issue of share capital | - | - | 6,013 |
Dividends | - | - | (65,429 | ) |
Total comprehensive income | - | (221,016 | ) | 542,722 |
Balance at 30 November 2022 | 994 | - | 9,293,665 |
Changes in equity |
Dividends | - | - | (5,351,100 | ) |
Total comprehensive income | - | - | 1,157,863 |
Balance at 30 November 2023 | 994 | - | 5,100,428 |
Woodlands Home & Garden Group |
(Holdings) Limited (Registered number: 06855465) |
Company Statement of Changes in Equity |
for the year ended 30 November 2023 |
Called up | Capital |
share | Retained | Share | redemption | Total |
capital | earnings | premium | reserve | equity |
£ | £ | £ | £ | £ |
Balance at 1 December 2021 | 707 | 26,944 | 12,911 | 994 | 41,556 |
Changes in equity |
Total comprehensive income | - | 74,916 | - | - | 74,916 |
Dividends | - | (65,429 | ) | - | - | (65,429 | ) |
Issue of share capital | 4 | - | 6,009 | - | 6,013 |
Balance at 30 November 2022 | 711 | 36,431 | 18,920 | 994 | 57,056 |
Changes in equity |
Total comprehensive income | - | 5,583,424 | - | - | 5,583,424 |
Dividends | - | (5,351,100 | ) | - | - | (5,351,100 | ) |
Balance at 30 November 2023 | 711 | 268,755 | 18,920 | 994 | 289,380 |
Woodlands Home & Garden Group |
(Holdings) Limited (Registered number: 06855465) |
Consolidated Cash Flow Statement |
for the year ended 30 November 2023 |
2023 | 2022 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 2,171,865 | 2,056,693 |
Interest paid | (2,473 | ) | (2,054 | ) |
Tax refunded/ (paid) | 165,688 | (185,348 | ) |
Net cash from operating activities | 2,335,080 | 1,869,291 |
Cash flows from investing activities |
Purchase of intangible fixed assets | (30,399 | ) | (12,870 | ) |
Purchase of tangible fixed assets | (116,160 | ) | (176,508 | ) |
Sale of tangible fixed assets | 18,500 | 280,000 |
Interest received | 164,708 | 24,880 |
Net cash from investing activities | 36,649 | 115,502 |
Cash flows from financing activities |
Equity dividends paid | (5,351,100 | ) | (65,429 | ) |
Net cash from financing activities | (5,351,100 | ) | (65,429 | ) |
(Decrease)/increase in cash and cash equivalents | (2,979,371 | ) | 1,919,364 |
Cash and cash equivalents at beginning of year | 2 | 7,393,171 | 5,473,807 |
Cash and cash equivalents at end of year | 2 | 4,413,800 | 7,393,171 |
Woodlands Home & Garden Group |
(Holdings) Limited (Registered number: 06855465) |
Notes to the Consolidated Cash Flow Statement |
for the year ended 30 November 2023 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
2023 | 2022 |
£ | £ |
Profit before taxation | 1,443,566 | 606,341 |
Depreciation charges | 194,787 | 200,023 |
Loss/(profit) on disposal of fixed assets | 1,988 | (226,016 | ) |
Finance costs | 2,473 | 2,054 |
Finance income | (164,708 | ) | (24,880 | ) |
1,478,106 | 557,522 |
Decrease in stocks | 206,377 | 1,796,055 |
Decrease/(increase) in trade and other debtors | 221,357 | (127,693 | ) |
Increase/(decrease) in trade and other creditors | 266,025 | (169,191 | ) |
Cash generated from operations | 2,171,865 | 2,056,693 |
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 November 2023 |
30/11/23 | 1/12/22 |
£ | £ |
Cash and cash equivalents | 4,413,800 | 7,393,171 |
Year ended 30 November 2022 |
30/11/22 | 1/12/21 |
£ | £ |
Cash and cash equivalents | 7,393,171 | 5,473,807 |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1/12/22 | Cash flow | At 30/11/23 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 7,393,171 | (2,979,371 | ) | 4,413,800 |
7,393,171 | (2,979,371 | ) | 4,413,800 |
Total | 7,393,171 | (2,979,371 | ) | 4,413,800 |
4. | MAJOR NON-CASH TRANSACTIONS |
Non cash movements in the prior year - issue of share capital £6,013 (including £6,009 share premium). There were no non cash movements in the year ending 30 November 2023. |
Woodlands Home & Garden Group |
(Holdings) Limited (Registered number: 06855465) |
Notes to the Consolidated Financial Statements |
for the year ended 30 November 2023 |
1. | STATUTORY INFORMATION |
Woodlands Home & Garden Group (Holdings) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Woodlands, Calverley Lane, Leeds, LS13 1NP and the company registration number is 06855465. |
2. | ACCOUNTING POLICIES |
Accounting convention |
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. |
The financial statements are prepared in sterling, which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest £. |
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below. |
Going concern |
At the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements. |
Parent company disclosure exemptions |
In preparing the separate financial statements of the parent company, advantage has been taken of the following disclosure exemptions available in FRS 102: |
- Only one reconciliation of the number of shares outstanding at the beginning and end of the period |
has been presented as the reconciliations for the group and the parent company would be |
identical; |
- No cashflow statement has been presented for the company. |
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. Profits or losses on intra-group transactions are eliminated in full. On acquisition of a subsidiary, all of the subsidiary's assets and liabilities which exist at the date of acquisition are recorded at their fair values reflecting their condition at the time. |
Negative goodwill arising on consolidation, representing the excess of the fair values of the identifiable net assets acquired over the fair value of consideration given, is capitalised and amortised in the periods that the non-monetary assets acquired are realised. |
Uniform group accounting policies are used for determining the amounts to be included in the consolidated financial statements. |
In accordance with the transitional exemption available in FRS 102, the group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 1 January 2014. |
Woodlands Home & Garden Group |
(Holdings) Limited (Registered number: 06855465) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 30 November 2023 |
2. | ACCOUNTING POLICIES - continued |
Judgements and key sources of estimation uncertainty |
In the application of the group's accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. |
Significant judgements |
The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows: |
Determining whether there is any indication of impairment to the tangible assets held by the group. Factors considered when reviewing the assets include the economic viability and expected future financial performance of the assets both on a standalone basis and as part of the whole group. |
Key sources of estimation uncertainty |
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows. |
Tangible Fixed Assets |
Tangible fixed assets are depreciated over their estimated useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values. |
Turnover |
Turnover is recognised at the fair value of the consideration received or receivable for goods provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates. |
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably. |
Tangible fixed assets |
Improvements to property | - |
Plant and machinery | - |
Fixtures and fittings | - |
Motor vehicles | - |
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses. |
Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost. |
Woodlands Home & Garden Group |
(Holdings) Limited (Registered number: 06855465) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 30 November 2023 |
2. | ACCOUNTING POLICIES - continued |
Stocks |
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. |
Cost of raw materials is determined on the first in first out basis. In the case of work in progress and finished goods, cost includes all direct expenditure and production overheads based on the normal level of activity. Net realisable value is the price at which the stock can be released in the normal course of business, less further costs to completion of sale. |
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss. |
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. |
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. |
Research and development |
Expenditure on research and development is written off in the year in which it is incurred. |
Hire purchase and leasing commitments |
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 provides a defined contribution pension scheme, the assets of which are held separately from those of the group in an independently administered fund. Contributions to this scheme are charged to the Consolidated Statement of Comprehensive Income as they become payable. |
3. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by geographical market is given below: |
2023 | 2022 |
£ | £ |
United Kingdom | 22,528,776 | 23,164,259 |
22,528,776 | 23,164,259 |
Woodlands Home & Garden Group |
(Holdings) Limited (Registered number: 06855465) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 30 November 2023 |
4. | EMPLOYEES AND DIRECTORS |
2023 | 2022 |
£ | £ |
Wages and salaries | 4,694,743 | 4,330,408 |
Social security costs | 407,946 | 396,129 |
Other pension costs | 83,254 | 79,539 |
5,185,943 | 4,806,076 |
The average number of employees during the year was as follows: |
2023 | 2022 |
Administrative staff | 35 | 36 |
Production staff | 92 | 88 |
Distribution staff | 47 | 44 |
The average number of employees includes the director. |
5. | DIRECTORS' EMOLUMENTS |
2023 | 2022 |
£ | £ |
Director's remuneration | 77,500 | 77,500 |
6. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
2023 | 2022 |
£ | £ |
Other operating leases | 486,305 | 484,919 |
Depreciation - owned assets | 183,287 | 189,996 |
Loss/(profit) on disposal of fixed assets | 1,988 | (226,016 | ) |
Website development costs amortisation | 11,499 | 10,027 |
Auditors' remuneration | 25,758 | 22,000 |
7. | EXCEPTIONAL ITEMS |
There were no exceptional costs or exceptional charges in administrative expenses in 2023. |
Exceptional costs in 2022 of £813,385 relate principally to the cost of replacing the timber contracts which had to be cancelled as a result of sanctions against Russia (£475,967) and also to the cost of consultancy work (£236,000) in relation to the restructuring of the group which took place on 20 January 2023 (see note 25). |
In addition, advertising costs included within administrative expenses increased by £1.4m in 2022 as a result of new marketing campaigns. |
8. | INTEREST RECEIVABLE AND SIMILAR INCOME |
2023 | 2022 |
£ | £ |
Interest on bank deposits | 164,708 | 24,880 |
9. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2023 | 2022 |
£ | £ |
Bank interest | 2,473 | 2,054 |
Woodlands Home & Garden Group |
(Holdings) Limited (Registered number: 06855465) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 30 November 2023 |
10. | TAXATION |
Analysis of the tax charge/(credit) |
The tax charge/(credit) on the profit for the year was as follows: |
2023 | 2022 |
£ | £ |
Current tax: |
UK corporation tax | 294,576 | 109,492 |
Research and Development claim | - | (275,180 | ) |
Under/(over) provision in prior year | - | 4,632 |
Total current tax | 294,576 | (161,056 | ) |
Deferred tax | (8,873 | ) | 3,659 |
Tax on profit | 285,703 | (157,397 | ) |
Reconciliation of total tax charge/(credit) included in profit and loss |
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
2023 | 2022 |
£ | £ |
Profit before tax | 1,443,566 | 606,341 |
Profit multiplied by the standard rate of corporation tax in the UK of 23.001 % (2022 - 19 %) | 332,035 | 115,205 |
Effects of: |
Adjustments to tax charge in respect of previous periods | - | 4,632 |
Other | (46,906 | ) | 45,804 |
Research and Development claim | - | (275,180 | ) |
Capital allowance super deduction | (131 | ) | (8,574 | ) |
Deferred tax for the year provided at future tax rates | 705 | 3,659 |
for deferred tax |
Adjustments due to disposal of non qualifying assets | - | (42,943 | ) |
Total tax charge/(credit) | 285,703 | (157,397 | ) |
11. | 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. |
12. | DIVIDENDS |
2023 | 2022 |
£ | £ |
Ordinary shares of £1 each |
Interim | 5,351,100 | 65,429 |
Woodlands Home & Garden Group |
(Holdings) Limited (Registered number: 06855465) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 30 November 2023 |
13. | INTANGIBLE FIXED ASSETS |
Group |
Website |
development |
costs |
£ |
COST |
At 1 December 2022 | 99,621 |
Additions | 30,399 |
At 30 November 2023 | 130,020 |
AMORTISATION |
At 1 December 2022 | 67,432 |
Amortisation for year | 11,499 |
At 30 November 2023 | 78,931 |
NET BOOK VALUE |
At 30 November 2023 | 51,089 |
At 30 November 2022 | 32,189 |
14. | TANGIBLE FIXED ASSETS |
Group |
Fixtures |
Improvements | Plant and | and | Motor |
to property | machinery | fittings | vehicles | Totals |
£ | £ | £ | £ | £ |
COST |
At 1 December 2022 | 983,585 | 2,574,343 | 247,265 | 428,018 | 4,233,211 |
Additions | 12,000 | 18,728 | 45,432 | 40,000 | 116,160 |
Disposals | - | - | - | (49,950 | ) | (49,950 | ) |
At 30 November 2023 | 995,585 | 2,593,071 | 292,697 | 418,068 | 4,299,421 |
DEPRECIATION |
At 1 December 2022 | 813,490 | 2,091,916 | 146,691 | 279,034 | 3,331,131 |
Charge for year | 47,122 | 65,085 | 30,511 | 40,569 | 183,287 |
Eliminated on disposal | - | - | - | (29,462 | ) | (29,462 | ) |
At 30 November 2023 | 860,612 | 2,157,001 | 177,202 | 290,141 | 3,484,956 |
NET BOOK VALUE |
At 30 November 2023 | 134,973 | 436,070 | 115,495 | 127,927 | 814,465 |
At 30 November 2022 | 170,095 | 482,427 | 100,574 | 148,984 | 902,080 |
Woodlands Home & Garden Group |
(Holdings) Limited (Registered number: 06855465) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 30 November 2023 |
15. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 December 2022 |
and 30 November 2023 |
NET BOOK VALUE |
At 30 November 2023 |
At 30 November 2022 |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
Registered office: Woodlands, Calverley Lane, Leeds, LS13 1NP |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Woodlands, Calverley Lane, Leeds, LS13 1NP |
Nature of business: |
% |
Class of shares: | holding |
The above subsidiaries results are included in the consolidated financial statements of Woodlands Home & Garden Group (Holdings) Limited. |
16. | STOCKS |
Group |
2023 | 2022 |
£ | £ |
Raw materials | 1,476,807 | 1,691,828 |
Finished goods | 455,686 | 447,042 |
1,932,493 | 2,138,870 |
17. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group |
2023 | 2022 |
£ | £ |
Trade debtors | 1,071,123 | 1,279,721 |
Amounts owed by group undertakings | 100 | 100 |
Other debtors | 12,631 | 31,020 |
Tax | - | 165,688 |
Prepayments and accrued income | 138,881 | 133,251 |
1,222,735 | 1,609,780 |
Woodlands Home & Garden Group |
(Holdings) Limited (Registered number: 06855465) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 30 November 2023 |
18. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Trade creditors | 1,475,384 | 1,151,880 |
Amounts owed to group undertakings | 100 | 100 |
Tax | 294,576 | - |
Social security and other taxes | 409,396 | 611,533 |
Other creditors | 58,482 | 20,852 |
Accruals and deferred income | 911,073 | 804,045 |
3,149,011 | 2,588,410 |
19. | PROVISIONS FOR LIABILITIES |
Group |
2023 | 2022 |
£ | £ |
Deferred tax | 185,143 | 194,015 |
Group |
Deferred tax |
£ |
Balance at 1 December 2022 | 194,015 |
Credit to Statement of Comprehensive Income during year | (8,872 | ) |
Balance at 30 November 2023 | 185,143 |
Woodlands Home & Garden Group |
(Holdings) Limited (Registered number: 06855465) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 30 November 2023 |
20. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number | Class | Nominal | 2023 | 2022 |
Value: | £ | £ |
711 | Ordinary | £1 | 711 | 500 |
A Ordinary | £1 | - | 1 |
B Ordinary | £1 | - | 10 |
Redeemable A Ordinary | £1 | - | 200 |
711 | 711 |
The Ordinary Shares have full voting rights, participate equally in dividend distributions, or any other distribution, and are entitled equally to participate in any distribution from the winding up of the company. Each share is non redeemable. |
On 20 January 2023 all shares were redesignated as Ordinary Shares. Prior to that date they had the following rights: |
The A Ordinary Shares had no voting rights but did participate in dividend distributions. |
On a winding up or sale of the entire issued share capital, holders had the right to receive £1 per share, with no further right to participate in any surplus assets of the company. |
The B Ordinary Shares had full voting rights and participated in dividend distributions. |
On a winding up, holders had the right to receive £1 per share and a further right to participate in 0.5% of any surplus assets of the company. On a sale of the entire issued share capital, holders had the right to receive 0.5% of the total sales proceeds after the entitlement of the A Ordinary Shares and the Redeemable A Ordinary Shares had been deducted. |
During the previous year 4 B Ordinary shares were issued at a premium of £1,502 each. |
The Redeemable A Ordinary Shares had no voting rights but did participate in dividend distributions. On a winding up, holders had the right to receive £1 per share, with no further right to participate in any surplus assets of the company. The shares were redeemable at par at the option of the company. |
21. | RESERVES |
Group |
Capital |
Retained | Share | redemption |
earnings | premium | reserve | Totals |
£ | £ | £ | £ |
At 1 December 2022 | 9,273,040 | 18,920 | 994 | 9,292,954 |
Profit for the year | 1,157,863 | 1,157,863 |
Dividends | (5,351,100 | ) | (5,351,100 | ) |
At 30 November 2023 | 5,079,803 | 18,920 | 994 | 5,099,717 |
Company |
Capital |
Retained | Share | redemption |
earnings | premium | reserve | Totals |
£ | £ | £ | £ |
At 1 December 2022 | 36,431 | 18,920 | 994 | 56,345 |
Profit for the year | 5,583,424 | 5,583,424 |
Dividends | (5,351,100 | ) | (5,351,100 | ) |
At 30 November 2023 | 268,755 | 18,920 | 994 | 288,669 |
Woodlands Home & Garden Group |
(Holdings) Limited (Registered number: 06855465) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 30 November 2023 |
21. | RESERVES - continued |
Other reserves within the group comprised a non distributable profit and loss account reserve in respect of the adjustment in respect of the valuation of investment property. |
As the property to which it related was sold in the prior year, the reserve was released to the consolidated statement of comprehensive income. |
22. | OTHER FINANCIAL COMMITMENTS |
The group enters into forward contracts to purchase raw materials. As at 30 November 2023, the commitment totalled £93,608 (2022: £902,250). |
23. | RELATED PARTY DISCLOSURES |
Transactions with directors |
2023 | 2022 |
£ | £ |
Rent paid | 486,305 | 484,919 |
Amount due to director | (3,795 | ) | (3,795 | ) |
Amounts advanced to director | - | 6,013 |
The loan to the director is interest free and repayable on demand. |
During the year the company received a dividend of £5,351,100 (2022: £315,995) from its trading subsidiary Woodlands Home & Garden Group Limited. |
The investment property was sold in the previous year to a related party for £280,000. |
24. | POST BALANCE SHEET EVENTS |
The business is developing more distribution channels by setting up franchise agreements. |
As of 1st December 2023, the group has acquired a 100% shareholding in Smart Modular Limited (Trading as My Modular), company number 12582284. |
My Modular is a Leeds based manufacturer of high-end insulated garden rooms whose product range will be added to and complement the Tiger Sheds range of products which is a key part of the Woodlands retail business. |
Stuart Davison, founder and director of My Modular, has joined the board of directors of the trading company Woodlands Home & Garden Group Limited as part of the transaction and the rest of the My Modular team has also been integrated into the business. |
25. | ULTIMATE CONTROLLING PARTY |
On 20 January 2023, ownership of the company was transferred to Woodlands Home & Garden Group Trustees Limited. |
As explained in the group strategic report, on 20th January 2023, the business opted to make the move into employee ownership with the formation of a new employee ownership trust (EOT). The trust bought 100% of the shares of the company from the previous shareholders on behalf of the employees, as ultimate beneficiaries. As part of the transaction the company paid a dividend of £5.2m to Woodlands Home & Garden Group Trustees Limited on behalf of Woodlands Home & Garden Group EOT. |
Until 20 January 2023 the ultimate controlling party was Mr R Moran. On 20 January 2023 it became Woodlands Home & Garden Group Trustees Limited on behalf of Woodlands Home & Garden Group EOT. |