Company registration number 12178153 (England and Wales)
BGC SOUTH LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
BGC SOUTH LTD
COMPANY INFORMATION
Director
P Stubbs
Company number
12178153
Registered office
Brigg Garden Centre
Bigby High Road
Brigg
DN20 9HE
Auditor
BHP LLP
Rievaulx House
1 St Mary's Court
Blossom Street
York
North Yorkshire
YO24 1AH
BGC SOUTH LTD
CONTENTS
Page
Strategic report
1 - 3
Director's report
4 - 5
Director's responsibilities statement
6
Independent auditor's report
7 - 9
Profit and loss account
10
Group statement of comprehensive income
11
Group balance sheet
12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 39
BGC SOUTH LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The director presents the strategic report for the year ended 31 December 2023.

Principal activity

 

The principal activity of BGC South Ltd is that of garden centre retailers.

 

Fair review of the business

The Director aims to present a balanced and comprehensive review of the development and performance of the business during the year and its position at the year end. The review is consistent with the size and non-complex nature of the business and is written in the context of the risks and uncertainties that are faced.

 

The year ended 31 December 2023 represented a year of consolidation and integration of recent acquisitions into the business. Following the acquisitions in 2022, sales in 2023 have seen an increase in both garden centres and restaurants with an overall increase of 4.2% from the previous year. The business took the opportunity in 2023 to successfully drive down the excess stock accumulated following the Covid-19 period.

 

Moving into 2024 trading has been positive in Q1 and already ahead of 2023. As in previous years, 2024 has been impacted by the continuing rising costs of labour due to NMW increases. The directors continue to strive to run the company as efficiently as possible while still delivering a value for money garden centre experience.

BGC South Ltd’s key financial and other performance indicators during the year were as follows:

2023         2022

Turnover        83,830,074    79,997,501                

Gross profit margin    25.1%        24.4%

Profit before tax        406,769        1,769,895

 

Other performance indicators such as footfall per centre and average spend per customer are monitored closely by the Director.

Principal risk and uncertainties

 

The business environment in which BGC South Ltd operates continues to be challenging and the principal risks and uncertainties to the business are considered to be:

 

Global economic uncertainty

 

The global economy is presently suffering with uncertainty as countries across the world continue to deal with the current economic impact and consequences. This uncertainty has only been further increased by the recent events in Ukraine. Whilst these events are clearly outside the control of the Director, they do have an impact on the trading environment for BGC South Ltd and the Director continues to keep abreast of these events.

 

Weather risk

 

One of BGC South Ltd’s principal risks is the weather. Adverse weather can impact on footfall and sales of certain product lines at key trading times of the year. BGC South Ltd diversifies its product offering and attractions to mitigate and spread this risk as far as able.

 

BGC SOUTH LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -

 

Supply chain risk

 

BGC South Ltd maintains strong relationships with its key suppliers. Notwithstanding this, there is presently increased levels of uncertainty around supply chains generally, particularly in terms of bringing in goods from overseas, cost prices and surcharges. The Director regularly reviews trading terms and monitors alternative supply options

 

National wage legislation

 

BGC South Ltd has a substantial number of employees and payroll costs is the largest overhead. Staffing levels are monitored on a daily basis in line with other factors such as the weather and expected footfall and staff numbers are adjusted accordingly.

 

Currency and Brexit risk

 

BGC South Ltd trades with foreign suppliers and is therefore exposed to currency fluctuations and any potential issues caused by Brexit. The situation post-Brexit continues to be monitored and appropriate action is being taken by the Director as becomes relevant.

 

Interest rate risk

 

In line with other businesses BGC South Ltd is exposed to interest rate increases and continues to review interest rate mitigation options to manage the risk posed by increased rates.

 

Section 172 (1) statement

The Director, in line with their duties under s172 of the Companies Act 2006, is constantly considering the most likely approach to promote the success of BGC South Ltd for the benefit of its shareholders, and in doing so has regard to a range of matters when making decisions for the long term. Key decisions and matters of strategic importance to BGC South Ltd are appropriately informed by s172 factors, including:

 

Through an open and transparent dialogue with key stakeholders, the Director has been able to develop a clear understanding of their needs, assess their perspectives and monitor their impact on the strategic ambition and culture.

 

As part of management’s decision-making process, the potential impact of decisions on relevant stakeholders are considered, whilst having regard to a number of broader factors, including the impact of BGC South Ltd operations on the community and environment, responsible business practices and the likely consequences of decisions in the long term

 

BGC SOUTH LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -

Engagement with employees

 

Engagement with employees is displayed with the Director’s Report under Employee involvement.

 

Engagement with suppliers

 

The Director recognises that relationships with suppliers are important to BGC South Ltd’s long-term success and is briefed on supplier feedback and issues on a regular basis. The Director seeks to balance the benefit of maintaining these strong relationships along with the need to obtain value for money for the shareholders and desired quality for customers. In all key decisions made by the Director, the working relationship with suppliers is a key factor with well-developed supply chains in place.

Engagement with customers

 

The success of the business is underpinned by providing excellent customer services and understanding their needs and requirements. A core principle of the business is to be customer centric and provide a high level of service through the expert knowledge of our employees and ensuring quality products. This has been supported during 2021 with the introduction of a customer loyalty scheme. BGC South Ltd’s approach to fostering good relationships with customers can be seen through the large footfall of customers, continued return visits and the engagement with customers in order to offer a first-class retail and leisure experience.

 

Engagement with communities

 

The Director supports initiatives with regards to reducing the adverse impacts on the environment and engages with the communities in which we operate. Key areas of focus include how we can support local causes and issues, create opportunities to recruit and develop local people and help to look after the environment.

Engagement with Government and regulations

 

BGC South Ltd engage with the government and regulators through a range of industry consultations, forums, and meetings to communicate views to policy makers relevant to the business. Key areas of focus are compliance with laws and regulations, health and safety and product safety. The Director is updated on legal and regulatory developments and takes these into account when considering future actions.

 

Engagement with investors

 

BGC South Ltd relies on our shareholders and providers of debt funding as essential sources of capital to further the business objectives. Investor involvement in the decision-making process is done through regular consultation. BGC South Ltd has open dialogue with investors through regular meetings which cover a wide range of topics including financial performance, strategy, outlook and governance

 

Approved by the Board and signed on its behalf by:

P Stubbs
Director
19 June 2024
BGC SOUTH LTD
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -

The director presents her annual report and financial statements for the year ended 31 December 2023.

Director

The director who held office during the year and up to the date of signature of the financial statements was as follows:

P Stubbs
Julie Middleton
(Resigned 2 May 2023)
Financial instruments
Objectives and policies

 

The overall objective of the Director is to ensure that the business is profitable and stable and will continue to be successful for the benefit of the shareholders and employees.

Price risk, credit risk, liquidity risk and cash flow risk

BGC South Ltd’s principle financial instruments comprise bank balances, trade debtors, trade creditors and loans. The main purpose of these instruments is to finance the business’ operations.

 

In respect of bank balances, the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the use of a seasonal loan facility at a fixed rate of interest.

 

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offer to customers and the regular monitoring of amount outstanding for both time and credit limits. The amounts presented in the balance sheet are net of allowances for doubtful debtors.

 

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

Employment of disabled persons

The business’ policy is to recruit disabled workers for those vacancies that they are able to fill. All necessary assistance with initial training courses is given. Once employed, a career plan is developed so as to ensure suitable opportunities for each disabled person. Arrangements are made, wherever possible, for retraining employees who become disabled, to enable them to perform work identified as appropriate to their abilities.

 

Employee involvement

The business’ policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees’ interests.

 

Information of matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company’s performance.

 

Future developments

Plans are in place to continue a programme of refurbishing and developing many of the centres acquired in recent years to enhance the offering to customers and further cement BGC South Ltd’s reputation as a key operator in the industry. Additionally, the Director continues to assess further possible acquisition opportunities.

BGC SOUTH LTD
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
Energy and carbon report

The UK annual quantity of emissions (in tonnes) of carbon dioxide equivalent resulting from the combustion of gas was 1,092 Carbon Tonnes (5,964,522 kwh), (2022: 1,061 Carbon Tonnes (5,795,446 kwh)).

 

The UK annual quantity of emissions (in tonnes) of carbon dioxide equivalent resulting from the purchase of electricity for own use was 880 Carbon Tonnes (4,145,373 kwh), (2022: 966 Carbon Tonnes (4,548,329 kwh)).

 

The UK annual quantity of emissions (in tonnes) of carbon dioxide equivalent resulting from fuel for use in owned transport was 177 Carbon Tonnes (176,786 kWh), (2022: 196 Carbon Tonnes (195,723 kWh)).

 

BGC South Ltd uses a range of methodologies to calculate the above information, including utility bills and the UK Government GHG Conversion Factors for Company Reporting.

 

BGC South Ltd engages 1,386 members of staff, and uses 2,149 Carbon Tonnes of energy, equating to 1.55 Carbon Tonnes per member of staff, (2022: 1,435 members of staff, and uses 2,036 Carbon Tonnes of energy, equating to 1.42 Carbon Tonnes per member of staff).

 

BGC South Ltd is committed to improving energy efficiency and has undertaken a programme to introduce energy efficient light bulbs across all centres and has commenced a programme to introduce more efficient cooking methods across all kitchens.

 

In addition, the Company is investigating the installation at centres of recycling equipment, solar panels, and air source heat pumps and the introduction of electric vehicles.

Disclosure of information to the auditor

The Director has taken steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the company’s auditor is aware of that information. The Director confirms that there is no relevant information that they know of and of which they know the auditor is unaware.

 

Reappointment of auditors

 

In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of BHP as auditors of the company and its subsidiaries is to be proposed at the forthcoming Annual General Meeting.

 

Approved by the Board and signed on its behalf by:
P Stubbs
Director
19 June 2024
BGC SOUTH LTD
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -

The director is responsible for preparing the Annual Report 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 she is satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

 

 

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. She is also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

BGC SOUTH LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BGC SOUTH LTD
- 7 -
Opinion

We have audited the financial statements of BGC South Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

BGC SOUTH LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BGC SOUTH LTD
- 8 -
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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's 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:

Responsibilities of director

As explained more fully in the director's responsibilities statement, 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 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 director is responsible for assessing 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 parent company or to cease operations, or has no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

BGC SOUTH LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BGC SOUTH LTD
- 9 -

We assessed the susceptibility of the group and company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

 

To address the risk of fraud through management bias and override of controls, we:

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Daniel Sowden (Senior Statutory Auditor)
For and on behalf of BHP LLP
25 June 2024
Chartered Accountants
Statutory Auditor
Rievaulx House
1 St Mary's Court
Blossom Street
York
North Yorkshire
YO24 1AH
BGC SOUTH LTD
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
2023
2022
as restated
Notes
£
£
Turnover
3
83,830,074
79,997,501
Cost of sales
(62,802,676)
(60,475,514)
Gross profit
21,027,398
19,521,987
Distribution costs
(1,677,636)
(721,084)
Administrative expenses
(18,139,290)
(17,144,737)
Other operating income
602,868
1,142,696
Operating profit
5
1,813,340
2,798,862
Interest receivable and similar income
8
1,196
-
0
Interest payable and similar expenses
9
(1,407,767)
(1,028,967)
Profit before taxation
406,769
1,769,895
Tax on profit
10
(303,393)
(207,001)
Profit for the financial year
103,376
1,562,894
Profit for the financial year is all attributable to the owners of the parent company.
BGC SOUTH LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
2023
2022
£
£
Profit for the year
103,376
1,562,894
Other comprehensive income
-
-
Total comprehensive income for the year
103,376
1,562,894
Total comprehensive income for the year is all attributable to the owners of the parent company.
BGC SOUTH LTD
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 12 -
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
11
1,618,249
1,829,462
Negative goodwill
11
(1,138,982)
(1,206,559)
Net goodwill
479,267
622,903
Tangible assets
12
25,503,410
23,428,775
25,982,677
24,051,678
Current assets
Stocks
15
13,861,202
18,237,714
Debtors
16
4,814,414
4,826,647
Cash at bank and in hand
1,826,664
2,911,276
20,502,280
25,975,637
Creditors: amounts falling due within one year
17
(27,380,105)
(30,906,711)
Net current liabilities
(6,877,825)
(4,931,074)
Total assets less current liabilities
19,104,852
19,120,604
Creditors: amounts falling due after more than one year
18
(7,621,441)
(8,043,962)
Provisions for liabilities
Deferred tax liability
21
2,029,573
1,726,180
(2,029,573)
(1,726,180)
Net assets
9,453,838
9,350,462
Capital and reserves
Called up share capital
23
60
60
Profit and loss reserves
9,453,778
9,350,402
Total equity
9,453,838
9,350,462
The financial statements were approved by the board of directors and authorised for issue on 19 June 2024 and are signed on its behalf by:
19 June 2024
P Stubbs
Director
BGC SOUTH LTD
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 13 -
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
11
1,618,249
1,829,462
Tangible assets
12
14,170,332
12,042,725
Investments
13
10,192,071
10,192,071
25,980,652
24,064,258
Current assets
Stocks
15
13,861,202
18,237,714
Debtors
16
4,814,414
4,826,647
Cash at bank and in hand
1,826,664
2,911,276
20,502,280
25,975,637
Creditors: amounts falling due within one year
17
(28,055,928)
(32,106,102)
Net current liabilities
(7,553,648)
(6,130,465)
Total assets less current liabilities
18,427,004
17,933,793
Creditors: amounts falling due after more than one year
18
(7,621,441)
(8,043,962)
Provisions for liabilities
Deferred tax liability
21
696,584
378,564
(696,584)
(378,564)
Net assets
10,108,979
9,511,267
Capital and reserves
Called up share capital
23
60
60
Profit and loss reserves
10,108,919
9,511,207
Total equity
10,108,979
9,511,267

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £597,712 (2022 - £1,009,802 profit).

The financial statements were approved by the board of directors and authorised for issue on 19 June 2024 and are signed on its behalf by:
19 June 2024
P Stubbs
Director
Company registration number 12178153 (England and Wales)
BGC SOUTH LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2022
60
7,787,508
7,787,568
Year ended 31 December 2022:
Profit and total comprehensive income
-
1,562,894
1,562,894
Balance at 31 December 2022
60
9,350,402
9,350,462
Year ended 31 December 2023:
Profit and total comprehensive income
-
103,376
103,376
Balance at 31 December 2023
60
9,453,778
9,453,838
BGC SOUTH LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2022
60
8,501,405
8,501,465
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
1,009,802
1,009,802
Balance at 31 December 2022
60
9,511,207
9,511,267
Year ended 31 December 2023:
Profit and total comprehensive income
-
597,712
597,712
Balance at 31 December 2023
60
10,108,919
10,108,979
BGC SOUTH LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
30
7,093,372
1,194,167
Interest paid
(1,407,767)
(1,028,967)
Income taxes paid
(1,306,544)
-
0
Net cash inflow from operating activities
4,379,061
165,200
Investing activities
Purchase of business
-
1,333
Purchase of intangible assets
-
(255,000)
Purchase of tangible fixed assets
(3,280,887)
(3,691,290)
Proceeds from disposal of tangible fixed assets
10,782
315,907
Interest received
1,196
-
0
Net cash used in investing activities
(3,268,909)
(3,629,050)
Financing activities
Repayment of borrowings
(2,000,000)
4,950,000
Payment of finance leases obligations
(194,764)
(165,734)
Net cash (used in)/generated from financing activities
(2,194,764)
4,784,266
Net (decrease)/increase in cash and cash equivalents
(1,084,612)
1,320,416
Cash and cash equivalents at beginning of year
2,911,276
1,590,860
Cash and cash equivalents at end of year
1,826,664
2,911,276
BGC SOUTH LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
1
Accounting policies
Company information

BGC South Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Brigg Garden Centre, Bigby High Road, Brigg, DN20 9HE.

 

The group consists of BGC South Ltd and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

In 2023, it was noted that wages and salaries should be classified as relating to cost of sales in line with how management report and the business operates. There has been a reclassification of £20,653,253 in 2022, to show wages as cost of sales rather than administration costs. This has no impact on the overall results for the period.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company BGC South Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

BGC SOUTH LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

At the time of approving, the Director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Specifically, the director has considered the impact of any supply chain disruptions, labour shortages, as well as the wider economy. Whilst it is not considered practical to accurately assess the duration and extent of any disruption, the director is confident that they have in place plans to deal with any implications that may arise.

 

The company and group continues to trade in line with expectations and has continued to generate profits and operating cash flows. The group has net current liabilities of £6,877,825 but this includes debenture loans and other debts due at end of December 2024. The group has sought confirmation of continued support from key providers of finance and this was confirmed and remains in place for a period of at least 12 months from date of approving the accounts.

 

Given this position, the Director has options available to them in order to preserve cash flow and allow the business to settle its liabilities as they fall due. The director therefore continues to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

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.

BGC SOUTH LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is the length of the useful life of the property acquired for neagitve goodwill and a period of 10 years for the goodwill acquired in the year.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
Not depreciated
Leasehold land and buildings
Over the length of the lease
Plant and equipment
15% reducing balance
Fixtures and fittings
25% reducing balance
Computers
25% reducing balance
Motor vehicles
25% reducing balance

The freehold land and buildings are not depreciated. It is the Director's assessment that the lives of these assets are so long and the residual values, based on prices and information prevailing at the time of assessment, are in excess of the assets carrying resulting in no depreciation charge being required.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.8
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

BGC SOUTH LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

BGC SOUTH LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 21 -
1.10
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.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.12
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

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

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

BGC SOUTH LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 22 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

BGC SOUTH LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 23 -
Derecognition of financial liabilities

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

1.13
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

BGC SOUTH LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 24 -
1.17
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.18
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.19

Reclassification of balances

The wages costs, including gross wages, social security and employers' pension costs, were shown as administrative expenses in the prior year. These have been reclassified to cost of sales to better reflect the more direct nature of these costs.

BGC SOUTH LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
2
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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Impairment of debtors

The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.

Taxation

The company establishes provisions based on reasonable estimates, for possible consequences of audits by the tax authorities.

Stock provision

At each reporting date and assessment is made for provisions required to recognise damaged, slow moving and obsolete goods. Any excess of the carrying amount of stock over its estimated selling price less costs to sell is recognised as an impairment loss in profit and loss and provided for in the balance sheet. Reversals of any provisions are also recognised in profit and loss.

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Garden centre
65,558,922
64,871,605
Restaurant
15,959,290
13,361,273
Concessions
2,311,862
1,764,623
83,830,074
79,997,501
2023
2022
£
£
Other significant revenue
Interest income
1,196
-
Rent receivable
235,852
243,222
Sundry income
367,016
555,267
Reverse lease premiums receivable
301,036
344,207
BGC SOUTH LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
3
Turnover and other revenue
(Continued)
- 26 -
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
83,830,074
79,997,501
4
Exceptional item
2023
2022
£
£
Income
Reverse lease premiums received
301,036
344,207

 

5
Operating profit
2023
2022
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange gains
(6,419)
-
Depreciation of owned tangible fixed assets
1,188,172
1,427,147
Profit on disposal of tangible fixed assets
-
(33,649)
Amortisation of intangible assets
211,213
36,623
Release of negative goodwill
(67,577)
(80,700)
Operating lease charges
5,979,682
5,714,817
6
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
44,400
44,100
Audit of the financial statements of the company's subsidiaries
4,500
13,500
48,900
57,600
For other services
Taxation compliance services
3,750
3,250
All other non-audit services
8,500
7,900
12,250
11,150
BGC SOUTH LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
7
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Garden centre staff
853
928
853
928
Restaurant staff
513
513
513
513
Warehouse staff
8
8
8
8
Administration staff
46
40
46
40
Total
1,420
1,489
1,420
1,489

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
19,989,523
19,139,195
19,989,523
19,139,195
Social security costs
1,286,107
1,239,581
1,286,107
1,239,581
Pension costs
329,700
274,477
329,700
274,477
21,605,330
20,653,253
21,605,330
20,653,253

The director did not receive remuneration from the group.

8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
1,196
-
0
9
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
1,320,923
1,011,997
Other interest on financial liabilities
60,020
-
Interest on finance leases and hire purchase contracts
26,824
16,970
Total finance costs
1,407,767
1,028,967
BGC SOUTH LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
10
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
-
0
(84,693)
Deferred tax
Origination and reversal of timing differences
303,393
291,694
Total tax charge
303,393
207,001

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Profit before taxation
406,769
1,769,895
Expected tax charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
95,672
336,280
Tax effect of expenses that are not deductible in determining taxable profit
25,354
4,856
Change in unrecognised deferred tax assets
(25,700)
97,706
Adjustments in respect of prior years
-
0
(84,693)
Permanent capital allowances in excess of depreciation
204,070
(67,342)
Other permanent differences
(16,349)
(120,130)
Remeasurement of deferred tax for changes in tax rates
20,340
50,011
Transfer pricing adjustments
-
0
(9,687)
Other differences
6
-
0
Taxation charge
303,393
207,001
BGC SOUTH LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
11
Intangible fixed assets
Group
Goodwill
Negative goodwill
Total
£
£
£
Cost
At 1 January 2023 and 31 December 2023
1,866,085
(1,385,022)
481,063
Amortisation and impairment
At 1 January 2023
36,623
(178,463)
(141,840)
Amortisation charged for the year
211,213
(67,577)
143,636
At 31 December 2023
247,836
(246,040)
1,796
Carrying amount
At 31 December 2023
1,618,249
(1,138,982)
479,267
At 31 December 2022
1,829,462
(1,206,559)
622,903
Company
Goodwill
£
Cost
At 1 January 2023 and 31 December 2023
1,866,085
Amortisation and impairment
At 1 January 2023
36,623
Amortisation charged for the year
211,213
At 31 December 2023
247,836
Carrying amount
At 31 December 2023
1,618,249
At 31 December 2022
1,829,462

 

BGC SOUTH LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 30 -
12
Tangible fixed assets
Group
Freehold land and buildings
Leasehold land and buildings
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
£
Cost
At 1 January 2023
13,247,083
1,577,429
3,294,970
8,276,570
527,067
1,234,326
28,157,445
Additions
2,265,955
43,281
126,454
781,966
52,230
11,001
3,280,887
Disposals
-
0
-
0
-
0
(18,080)
-
0
-
0
(18,080)
At 31 December 2023
15,513,038
1,620,710
3,421,424
9,040,456
579,297
1,245,327
31,420,252
Depreciation and impairment
At 1 January 2023
180,246
256,035
1,668,630
2,004,080
364,937
254,742
4,728,670
Depreciation charged in the year
15,517
140,307
232,737
536,013
42,628
220,970
1,188,172
At 31 December 2023
195,763
396,342
1,901,367
2,540,093
407,565
475,712
5,916,842
Carrying amount
At 31 December 2023
15,317,275
1,224,368
1,520,057
6,500,363
171,732
769,615
25,503,410
At 31 December 2022
13,066,837
1,321,394
1,626,340
6,272,490
162,130
979,584
23,428,775
BGC SOUTH LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
12
Tangible fixed assets
(Continued)
- 31 -
Company
Freehold land and buildings
Leasehold land and buildings
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
£
Cost
At 1 January 2023
2,440,750
664,228
2,274,825
7,480,754
288,609
1,234,326
14,383,492
Additions
2,265,955
43,281
126,454
781,966
52,230
11,001
3,280,887
Disposals
-
0
-
0
-
0
(18,080)
-
0
-
0
(18,080)
Transfers
-
0
-
0
1,020,145
795,816
238,458
-
0
2,054,419
At 31 December 2023
4,706,705
707,509
3,421,424
9,040,456
579,297
1,245,327
19,700,718
Depreciation and impairment
At 1 January 2023
-
0
102,797
781,224
1,075,422
126,582
254,742
2,340,767
Depreciation charged in the year
-
0
102,852
232,737
536,013
42,628
220,970
1,135,200
Transfers
-
0
-
0
887,406
928,658
238,355
-
0
2,054,419
At 31 December 2023
-
0
205,649
1,901,367
2,540,093
407,565
475,712
5,530,386
Carrying amount
At 31 December 2023
4,706,705
501,860
1,520,057
6,500,363
171,732
769,615
14,170,332
At 31 December 2022
2,440,750
561,431
1,493,601
6,405,332
162,027
979,584
12,042,725
BGC SOUTH LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
12
Tangible fixed assets
(Continued)
- 32 -

The carrying value of land and buildings comprises:

Group
Company
2023
2022
2023
2022
£
£
£
£
Freehold Land
9,204,419
9,204,419
-
0
-
0

In the previous year, assets which had originally been acquired by the company through business combinations were disposed of. These assets were originally recognised at the carrying value however, the full cost of the assets and the accumulated depreciation were included within disposals. This correction has been shown within transfers. The overall value of tangible fixed assets remains unchanged.

13
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
10,192,071
10,192,071
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 and 31 December 2023
10,192,071
Carrying amount
At 31 December 2023
10,192,071
At 31 December 2022
10,192,071
BGC SOUTH LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 33 -
14
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Burford House Garden Store Limited
Brigg Garden Centre, Bigby High Road, Brigg, United Kingdom, DN20 9HE
Property holding company
Ordinary
100.00
Hillview Garden Centres (Hilltop) Limited
Brigg Garden Centre, Bigby High Road, Brigg, United Kingdom, DN20 9HE
Property holding company
Ordinary
100.00
Hillview Garden Centres (Little Heath) Limited
Brigg Garden Centre, Bigby High Road, Brigg, United Kingdom, DN20 9HE
Property holding company
Ordinary
100.00
Hillview Garden Centres (Redditch) Limited
Brigg Garden Centre, Bigby High Road, Brigg, United Kingdom, DN20 9HE
Property holding company
Ordinary
100.00
James Smith (Scotland Nuseries) Limited
Brigg Garden Centre, Bigby High Road, Brigg, United Kingdom, DN20 9HE
Property holding company
Ordinary
100.00
Invalesco Limited
Brigg Garden Centre, Bigby High Road, Brigg, United Kingdom, DN20 9HE
Garden centre
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Burford House Garden Store Limited
875,521
-
0
Hillview Garden Centres (Hilltop) Limited
2,038,291
-
0
Hillview Garden Centres (Little Heath) Limited
59,484
-
0
Hillview Garden Centres (Redditch) Limited
3,225,885
-
0
James Smith (Scotland Nuseries) Limited
479,521
-
0
Invalesco Limited
1
-
0

The subsidiary companies, with the exception of Invalesco Limited, hold property on behalf of the parent company, BGC South Ltd. These companies did not trade during the year.

15
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Finished goods and goods for resale
13,861,202
18,237,714
13,861,202
18,237,714
BGC SOUTH LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 34 -
16
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,314,267
1,444,576
2,314,267
1,444,576
Other debtors
863,218
1,407,700
863,218
1,407,700
Prepayments and accrued income
1,244,286
1,581,728
1,244,286
1,581,728
4,421,771
4,434,004
4,421,771
4,434,004
Amounts falling due after more than one year:
Other debtors
392,643
392,643
392,643
392,643
Total debtors
4,814,414
4,826,647
4,814,414
4,826,647
17
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Debenture loans
19
10,000,000
10,000,000
10,000,000
10,000,000
Obligations under finance leases
20
219,132
249,240
219,132
249,240
Other borrowings
19
-
0
2,000,000
-
0
2,000,000
Trade creditors
10,916,740
10,259,996
10,916,740
10,259,996
Amounts owed to group undertakings
-
0
-
0
673,437
1,197,005
Corporation tax payable
21,372
1,327,916
21,372
1,327,916
Other taxation and social security
1,614,110
1,753,868
1,614,110
1,753,868
Other creditors
3,569,009
4,696,393
3,569,009
4,696,393
Accruals and deferred income
1,039,742
619,298
1,042,128
621,684
27,380,105
30,906,711
28,055,928
32,106,102
18
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Obligations under finance leases
20
464,284
628,940
464,284
628,940
Other borrowings
19
5,950,000
5,950,000
5,950,000
5,950,000
Other creditors
1,207,157
1,465,022
1,207,157
1,465,022
7,621,441
8,043,962
7,621,441
8,043,962
BGC SOUTH LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 35 -
19
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Debenture loans
10,000,000
10,000,000
10,000,000
10,000,000
Other loans
5,950,000
7,950,000
5,950,000
7,950,000
15,950,000
17,950,000
15,950,000
17,950,000
Payable within one year
10,000,000
12,000,000
10,000,000
12,000,000
Payable after one year
5,950,000
5,950,000
5,950,000
5,950,000

Loan 1 - carrying value of £10,000,000

 

The nominal interest rate is 5%. Per the terms of the loan, the scheduled date of repayment is December 2024, however, due to a breach of one of the covenants connected with the loan, the loan is disclosed as due within creditors due within one year. The loan is secured by a fixed charge over the assets of the subsidiaries within the Group.

 

Loan 2 - carrying value of £5,950,000

 

The nominal interest rate is 12%. The loan is repayable by instalments with the final repayment being due on 10 September 2022. The company has been given assurances that any element loan will not be required to be repaid within 12 months of the balance sheet date. As a result of this, the loan is shown in creditors due in more than one year. The loan is secured by a fixed and floating charge over specific properties of the Company.

 

20
Finance lease obligations
Group
Company
2023
2022
2023
2022
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
219,132
249,240
219,132
249,240
In two to five years
464,284
628,940
464,284
628,940
683,416
878,180
683,416
878,180

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments. The leases are secured over the assets to which they relate.

BGC SOUTH LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 36 -
21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2023
2022
Group
£
£
Accelerated capital allowances
950,467
863,011
Tax losses
(246,313)
(472,273)
Revaluations
1,332,989
1,347,616
Retirement benefit obligations
(7,570)
(12,174)
2,029,573
1,726,180
Liabilities
Liabilities
2023
2022
Company
£
£
Accelerated capital allowances
950,467
863,011
Tax losses
(246,313)
(472,273)
Retirement benefit obligations
(7,570)
(12,174)
696,584
378,564
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 January 2023
1,726,180
378,564
Charge to profit or loss
303,393
318,020
Liability at 31 December 2023
2,029,573
696,584

The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period and retirement benefit obligations not yet paid. The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

22
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
329,700
274,477

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund. At the year end there was a balance of £69,801 (2022: £48,692) outstanding.

BGC SOUTH LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 37 -
23
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of £1 each
20
20
20
20
Ordinary B shares of £1 each
40
40
40
40
60
60
60
60

Each class of share has voting rights. There are no restrictions on the distribution of dividends and the repayment of capital.

24
Financial commitments, guarantees and contingent liabilities

On 19 December 2019 the company entered into a cross guarantee agreement along with its fellow subsidiaries relating to loan notes totalling £10,000,000 issued in the Company. The guarantee is secured by a fixed and floating charge over the company's assets.

 

The decision was taken during the prior year to undertake a full rebrand of the company logo. As a result of this decision, it is expected that significant costs will be incurred although it is the director's assessment that these are unable to be accurately measured.

25
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
5,581,076
5,549,186
5,465,326
5,429,266
Between two and five years
21,790,474
20,543,863
21,327,474
20,087,863
In over five years
59,359,950
60,503,008
58,257,375
59,296,460
86,731,500
86,596,057
85,050,175
84,813,589
26
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2023
2022
2023
2022
£
£
£
£
Acquisition of tangible fixed assets
-
145,924
-
145,924
BGC SOUTH LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 38 -
27
Related party transactions

During the period, the company made purchases and sales of garden equipment and management charge expenses totalling £1,979,433 (2022: £3,767,462) and £619,984 (2022: £2,272,542), respectively from Woodthorpe Hall Garden Centres Limited, a company in which P Stubbs is secretary and whose husband is a director of. At the balance sheet date, amounts totalling £2,770,109 (2022: £679,583) were owed to Woodthorpe Hall Garden Centres Limited and Woodthorpe Hall Garden Centres Limited owed the company £744,209 (2022: £18).

 

During the period, the company made purchases totalling £nil (2022: £303,247) from Timmermans of Woodborough Limited, a company in which H Thomis is a director. At the balance sheet date, amounts totalling £nil (2022: £nil) were owed to Timmermans of Woodborough Limited.

 

During the period, the company made purchases totalling £318,904 (2022: £278,849) from Altia Estates (Nott) Limited, a company in which H Thomis's husband is a director. At the balance sheet date, amounts totalling £318,904 (2022: £292,329) were owed to Altia Estates (Nott) Limited.

 

During the period, the company made rental payments of £2,483,582 (2022: £2,451,344) and sales of £641 (2022: £682,990) to Altia Estates Ltd, a company in which H Thomis is a director. In addition, loan advances were made totalling £nil (2022: £4,950,000). At the balance sheet date, amounts totalling £6,010,641 (2022: £7,976,149) were owed to Altia Estates Ltd. The loan terms are detailed in note 19 which states that the final repayment is due on 10 September 2022. However Altia Estates Ltd has given assurances that any element loan will not be required to be repaid within 12 months of the balance sheet date. As a result of this, the loan is shown in creditors due in more than one year.

 

During the period, the company made purchases from Altico Garden Products Ltd totalling £506,733 (2022: £354,110), a company with connections to the family of a shareholder. At the balance sheet date amounts totalling £56,402 (2022: £26,186) were owed to Altico Garden Products Ltd.

28
Controlling party

The ultimate controlling party is considered to be P Stubbs and H Thomis by virtue of their shareholding in BGC South Ltd.

29
Directors' transactions

Included in creditors due within one year are balances due to the director, which is shown below. This loan is interest free and repayable on demand.

Description
% Rate
Opening balance
Amounts advanced
Closing balance
£
£
£
P Stubbs -
-
500,560
1,000,481
1,501,041
500,560
1,000,481
1,501,041
BGC SOUTH LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 39 -
30
Cash generated from group operations
2023
2022
£
£
Profit for the year after tax
103,376
1,562,894
Adjustments for:
Taxation charged
303,393
207,001
Finance costs
1,407,767
1,028,967
Investment income
(1,196)
-
0
Gain on disposal of tangible fixed assets
-
(39,567)
Amortisation and impairment of intangible assets
143,636
(44,077)
Depreciation and impairment of tangible fixed assets
1,188,172
1,427,147
Movements in working capital:
Decrease/(increase) in stocks
4,376,512
(3,412,232)
Decrease/(increase) in debtors
12,233
(451,703)
(Decrease)/increase in creditors
(440,521)
915,737
Cash generated from operations
7,093,372
1,194,167
31
Analysis of changes in net debt - group
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
2,911,276
(1,084,612)
1,826,664
Borrowings excluding overdrafts
(17,950,000)
2,000,000
(15,950,000)
Obligations under finance leases
(878,180)
194,764
(683,416)
(15,916,904)
1,110,152
(14,806,752)
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