Company registration number 01534529 (England and Wales)
COOLING'S NURSERIES LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
COOLING'S NURSERIES LIMITED
COMPANY INFORMATION
Directors
G D Carvosso
I Hazon
D A Ross
A Daly
(Appointed 1 January 2024)
Company number
01534529
Registered office
Rushmore Hill
Nr Knockholt
Sevenoaks
Kent
TN14 7NN
Auditor
Perrys Audit Limited
Chartered Accountants
4th Floor
399-401 Strand
London
United Kingdom
WC2R 0LT
COOLING'S NURSERIES LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Profit and loss account
5
Statement of comprehensive income
6
Balance sheet
7
Statement of changes in equity
8
Statement of cash flows
9
Notes to the financial statements
10 - 23
Independent auditor's report
24 - 26
COOLING'S NURSERIES LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2024
- 1 -
The directors present the strategic report for the year ended 31 January 2024.
Review of the business
The principal activity of the company is the growing of plants and the operation of garden centres with all the diversification that is associated therewith.
The business turnover has improved in 2023-24 by £633,000 which is due to increased consumer confidence following a post COVID slump in 2022-23.
The cost of living continues to affect consumer confidence and ability to spend significant disposable income on non core household activity. This will continue to have an adverse affect on the leisure pound of which Coolings is directly impacted.
Other challenges are already with us, including rising costs including energy, wage pressures and stock. Plant health regulations are tightening all the time, leading to increased administrative costs. However overall, the business and its experienced team continues to be well placed to ride out any uncertainties.
During the year the team continued to adapt and work hard to address the challenges that were thrown at them. The senior team has now evolved into a more dynamic unit appropriate to a small group of garden centres. Areas of weakness within the management team have been identified and have started to be improved with the appointment of Andy Daly to the board of directors, and new HR and IT capabilities within the business.
A wide range of product has its benefits and greater diversification into non plants had aided overall profitability; however, it should be noted that home-grown plants and plants in general remain the most profitable category within the business.
Principal risks and uncertainties
Principal risks and uncertainties are shared with many other retail businesses; however, the weather continues to be the most influential overriding factor for us.
Spring 2023 was affected significantly by poor weather, but a surprisingly strong May that continued for much of the summer aided increased profitability in the later half of the financial year.
Overall, the business and its experienced team continues to be well placed to ride out any uncertainties.
Development and performance
The Employee Ownership Trust was created just before the end of the 2022-23 financial year and created a debt to the two shareholders Paul Coolings estate and Gary Carvosso, which continues to be paid down. Despite this commitment, the Directors are confident that the business remains well placed for the future and keep an open mind to the addition of another site should the right opportunity present itself in the medium term. Continued development of the senior leadership team and the development of a three year strategic plan allows engagement of the Employee Ownership Trust and the team at all levels in the future of Coolings.
COOLING'S NURSERIES LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 2 -
Key performance indicators
Key performance indicators are used by management to monitor and manage the business. These are set out below:
Turnover has increased by 5.8% to £11,545,014 (2023: £10,912,964), this reflects a full year of trading at all 4 physical sites plus sales from our online shop.
Gross Profit Margin has dropped from 55% to 52%, this was down due to a decision to hold many prices in 2023 to attract customers and combat cost of living enabling this to act as an attraction to visit Coolings for consumers. Also a change in our business model with the loss of Garden Services which reported at 100% profit has impacted gross profit. This is expected to increase again in 2024-25.
Cash at the bank has increased by almost £700,000 over the year this is allows the business to continue to self fund investment and hold enough cash reserve to weather any external events. This is expected to continue to rise as we replace the cash reduction impacted when we formed the EOT.
D A Ross
Director
31 July 2024
COOLING'S NURSERIES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2024
- 3 -
The directors present their annual report and financial statements for the year ended 31 January 2024.
Principal activities
The principal activity of the company in the year under review was that of growing, cultivation and retail of plants and garden products.
Results and dividends
The results for the year are set out on page 5.
Ordinary dividends were paid amounting to £25,000. The directors do not recommend payment of a further dividend.
No preference dividends were paid.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
G D Carvosso
I Hazon
D A Ross
A Daly
(Appointed 1 January 2024)
Auditor
Perrys Audit Limited were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
D A Ross
Director
31 July 2024
COOLING'S NURSERIES LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2024
- 4 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
COOLING'S NURSERIES LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 JANUARY 2024
- 5 -
2024
2023
Notes
£
£
Turnover
3
11,545,014
10,912,964
Cost of sales
(5,587,767)
(4,861,356)
Gross profit
5,957,247
6,051,608
Administrative expenses
(5,281,539)
(5,608,088)
Other operating income
260,112
245,055
Operating profit
4
935,820
688,575
Interest receivable and similar income
7
22,348
9,287
Profit before taxation
958,168
697,862
Tax on profit
8
(286,658)
(220,906)
Profit for the financial year
671,510
476,956
The profit and loss account has been prepared on the basis that all operations are continuing operations.
COOLING'S NURSERIES LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2024
- 6 -
2024
2023
£
£
Profit for the year
671,510
476,956
Other comprehensive income
-
-
Total comprehensive income for the year
671,510
476,956
COOLING'S NURSERIES LIMITED (REGISTERED NUMBER: 01534529)
BALANCE SHEET
AS AT
31 JANUARY 2024
31 January 2024
- 7 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
10
24,999
74,999
Tangible assets
11
2,791,888
2,957,120
2,816,887
3,032,119
Current assets
Stocks
12
2,396,982
2,434,526
Debtors
13
417,437
222,974
Cash at bank and in hand
1,573,664
879,217
4,388,083
3,536,717
Creditors: amounts falling due within one year
14
(1,778,552)
(1,191,243)
Net current assets
2,609,531
2,345,474
Total assets less current liabilities
5,426,418
5,377,593
Provisions for liabilities
Deferred tax liability
15
284,642
259,552
(284,642)
(259,552)
Net assets
5,141,776
5,118,041
Capital and reserves
Called up share capital
17
1,002
1,002
Profit and loss reserves
5,140,774
5,117,039
Total equity
5,141,776
5,118,041
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 31 July 2024 and are signed on its behalf by:
D A Ross
Director
COOLING'S NURSERIES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2024
- 8 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 February 2022
1,000
7,126,958
7,127,958
Year ended 31 January 2023:
Profit and total comprehensive income for the year
-
476,956
476,956
Issue of share capital
17
252
-
252
EOT share purchases
-
(2,486,875)
(2,486,875)
Balance at 31 January 2023
1,002
5,117,039
5,118,041
Year ended 31 January 2024:
Profit and total comprehensive income for the year
-
671,510
671,510
Dividends
9
-
(25,000)
(25,000)
EOT share purchases
-
(622,775)
(622,775)
Balance at 31 January 2024
1,002
5,140,774
5,141,776
COOLING'S NURSERIES LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2024
- 9 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
22
1,698,330
881,830
Income taxes paid
(141,218)
(341,402)
Net cash inflow from operating activities
1,557,112
540,428
Investing activities
Purchase of tangible fixed assets
(272,784)
(239,005)
Proceeds on disposal of tangible fixed assets
35,546
23,454
Interest received
22,348
9,287
Net cash used in investing activities
(214,890)
(206,264)
Financing activities
Proceeds from issue of shares
2
EOT payments
(622,775)
(2,486,875)
Dividends paid
(25,000)
Net cash used in financing activities
(647,775)
(2,486,873)
Net increase/(decrease) in cash and cash equivalents
694,447
(2,152,709)
Cash and cash equivalents at beginning of year
879,217
3,031,926
Cash and cash equivalents at end of year
1,573,664
879,217
COOLING'S NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
- 10 -
1
Accounting policies
Company information
Cooling's Nurseries Limited is a private company limited by shares incorporated in England and Wales. The registered office is Rushmore Hill, Nr Knockholt, Sevenoaks, Kent, TN14 7NN.
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 £1.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
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.
The company recognises revenue on goods sold at the point of sale through its shop tills. Revenue in respect of commissions and services rendered is recognised when performance has been fulfilled.
1.4
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of unincorporated businesses 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 5 years.
1.5
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/lease improvements
See below
Plant and equipment
Over the term of the lease or 20% reducing balance
Fixtures and fittings
20% reducing balance
Motor vehicles
25% reducing balance
COOLING'S NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 11 -
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 credited or charged to profit or loss.
Freehold land is not depreciated. Freehold buildings are depreciated over 10 years.
1.6
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 is determined using a weighted average cost formula.
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.
1.7
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.
1.8
Financial instruments
The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include 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.
COOLING'S NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 12 -
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 company 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 company 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.
COOLING'S NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 13 -
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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.9
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 company’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 when the company has 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.
COOLING'S NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 14 -
1.10
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.
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.12
Leases
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 leases 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.
1.13
Exceptional items are non recurring items of a size or nature that require separate identification in the accounts in order to provide a true and fair view. Exceptional items are charged to the profit and loss account either before or after operating profit depending on whether they affect the company's operating activities.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are 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.
A key example of such an estimate is with regard to the company making provision for replacement goods under its hardy plant guarantee.
COOLING'S NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 15 -
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Sale of goods
11,236,898
10,619,996
Rendering of services
98,445
106,578
Commissions received
209,671
186,390
11,545,014
10,912,964
2024
2023
£
£
Turnover analysed by geographical market
UK
11,545,014
10,912,964
2024
2023
£
£
Other revenue
Interest income
22,348
9,287
Rental income
-
245,055
4
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
11,200
10,815
Depreciation of owned tangible fixed assets
410,311
408,733
Profit on disposal of tangible fixed assets
(7,841)
(9,154)
Amortisation of intangible assets
50,000
91,518
Operating lease charges
134,000
134,000
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Production and sales
153
153
administration and support
27
44
Total
180
197
COOLING'S NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
5
Employees
(Continued)
- 16 -
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
3,052,127
3,251,427
Social security costs
223,674
248,327
Pension costs
71,181
73,838
3,346,982
3,573,592
6
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
229,438
253,795
Company pension contributions to defined contribution schemes
7,069
6,406
236,507
260,201
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2023 - 4).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
116,354
106,060
Company pension contributions to defined contribution schemes
2,858
2,128
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
22,348
9,287
8
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
261,568
174,182
COOLING'S NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
8
Taxation
2024
2023
£
£
(Continued)
- 17 -
Deferred tax
Origination and reversal of timing differences
25,090
46,724
Total tax charge
286,658
220,906
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:
2024
2023
£
£
Profit before taxation
958,168
697,862
Expected tax charge based on the standard rate of corporation tax in the UK of 24.00% (2023: 19.00%)
229,960
132,594
Tax effect of expenses that are not deductible in determining taxable profit
8,600
Gains not taxable
(1,881)
(1,740)
Adjustments in respect of prior years
(7,662)
Permanent capital allowances in excess of depreciation
40,807
34,728
Tax at marginal rate
344
Deferred tax
25,090
46,724
Taxation charge for the year
286,658
220,906
In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would increase to 25% (rather than remaining at 19%, as previously enacted). This new law was substantively enacted on 24 May 2021. For the financial year ended 31 January 2024, the current weighted averaged tax rate was 24%. Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements.
9
Dividends
2024
2023
£
£
Final paid
25,000
COOLING'S NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 18 -
10
Intangible fixed assets
Goodwill
£
Cost
At 1 February 2023 and 31 January 2024
725,000
Amortisation and impairment
At 1 February 2023
650,001
Amortisation charged for the year
50,000
At 31 January 2024
700,001
Carrying amount
At 31 January 2024
24,999
At 31 January 2023
74,999
Goodwill is purchased goodwill in relation to the acquisition of two garden centres, the first in
November 2017 and the second in June 2019. The amortisation expense for the year is included in administrative expenses. The remaining amortisation period is 5 months and 26 months respectively.
On 31 July 2020, the company purchased the trade and assets of the nursery known as Coolings Green & Pleasant (now Coolings Lifestyle), which was controlled by the director, P M Cooling. All assets were acquired at fair value including leasehold property improvements (£1), plant and machinery (£60,000), stock (£197,191) and goodwill (£nil).
COOLING'S NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 19 -
11
Tangible fixed assets
Freehold land and buildings/lease improvements
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 February 2023
5,219,083
741,422
1,575,414
322,519
7,858,438
Additions
13,130
5,635
103,659
150,360
272,784
Disposals
(1,495)
(101,783)
(103,278)
At 31 January 2024
5,232,213
747,057
1,677,578
371,096
8,027,944
Depreciation and impairment
At 1 February 2023
3,052,453
417,495
1,242,473
188,897
4,901,318
Depreciation charged in the year
214,848
34,611
110,303
50,549
410,311
Eliminated in respect of disposals
(378)
(75,195)
(75,573)
At 31 January 2024
3,267,301
452,106
1,352,398
164,251
5,236,056
Carrying amount
At 31 January 2024
1,964,912
294,951
325,180
206,845
2,791,888
At 31 January 2023
2,166,630
323,927
332,941
133,622
2,957,120
Included in the £1,951m above is freehold land and buildings of £1,052m (2023: £1,071m).
12
Stocks
2024
2023
£
£
Finished goods and goods for resale
2,396,982
2,434,526
13
Debtors
2024
2023
Amounts falling due within one year:
£
£
Other debtors
198,448
97,576
Prepayments and accrued income
218,989
125,398
417,437
222,974
COOLING'S NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 20 -
14
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
810,732
654,426
Corporation tax
294,532
174,182
Other taxation and social security
137,891
163,541
Other creditors
467,382
109,318
Accruals and deferred income
68,015
89,776
1,778,552
1,191,243
15
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
284,642
259,552
2024
Movements in the year:
£
Liability at 1 February 2023
259,552
Charge to profit or loss
25,090
Liability at 31 January 2024
284,642
16
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
71,181
73,838
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
COOLING'S NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 21 -
17
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
750
750
750
750
Cooling family ordinary of £1 each
250
250
250
250
1,000
1,000
1,000
1,000
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference shares of £1 each
2
2
2
2
Preference shares classified as equity
2
2
Total equity share capital
1,002
1,002
Ordinary shares have the following rights, preferences and restrictions:
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the company.
Preference shares hold no voting rights and have no dividend rights.
Rights of shareholders on a return of capital or otherwise - 1st paying the EOT its entitlement, 2nd preference shares and 3rd distributed equally amongst other holders of Ordinary shares and Cooling Family Ordinary shares.
18
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£
£
Within one year
134,000
134,000
Between two and five years
403,333
529,000
In over five years
8,333
537,333
671,333
COOLING'S NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
18
Operating lease commitments
(Continued)
- 22 -
Lessor
At the reporting end date the company had contracted with tenants for the following minimum lease payments:
2024
2023
£
£
Within one year
92,170
76,019
Between two and five years
172,817
201,792
264,987
277,811
The amount of non-cancellable operating lease payments recognised as an expense during the year was £134,000 (2023: £134,000).
19
Financial commitments, guarantees and contingent liabilities
Fixed and floating charges are held over the company's assets by two of the shareholders of this company. The charge held is in relation to security for sum owed under a share purchase agreement.
Prior to the 2022-2023 financial year an Employee Ownership Trust (EOT) was created which purchased shares from the shareholders at that time.
As at the balance sheet date, the remaining EOT balance outstanding was £2,674,100. This is anticipated to be paid by February 2032.
During the year the amounts paid under the EOT amounted to £622,775 (2023: £2,453,125).
The total dividend agreed by the Board of Directors in 2022 to be paid in February 2023 was £100,000. Paul Cooling’s estate benefits from 25% of this, being their percentage of shares held, and 75% of this was to be distributed in the form of a bonus to staff who qualify as members of the Coolings Employee Ownership Trust. However in order to pay a dividend to the Trust of £50k or more, the holder of the 25% must give agreement in writing. As currently there is no owner of these shares due to Pauls death in December 2022 and the ongoing probate of his estate, the Directors were unable to obtain written authorisation and therefore the balance payable of £25,000 has not yet been paid until such permission can be granted. The £25,000 dividend due to Paul Coolings estate is included within other creditors.
20
Related party transactions
Transactions with related parties
During the year the company entered into the following transactions with related parties:
COOLING'S NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
20
Related party transactions
(Continued)
- 23 -
Rent payable
2024
2023
£
£
Other related parties
134,000
134,000
Details of the acquisition of the nursery known as Coolings Green & Pleasant, are provided in note 10.
21
Ultimate controlling party
Cooling's Nurseries EOT Trustees Limited is the ultimate controlling party.
22
Cash generated from operations
2024
2023
£
£
Profit for the year after tax
671,510
476,956
Adjustments for:
Taxation charged
286,658
220,906
Investment income
(22,348)
(9,287)
Gain on disposal of tangible fixed assets
(7,841)
(9,154)
Amortisation and impairment of intangible assets
50,000
91,518
Depreciation and impairment of tangible fixed assets
410,311
408,733
Movements in working capital:
Decrease/(increase) in stocks
37,544
(120,232)
(Increase)/decrease in debtors
(194,463)
25,598
Increase/(decrease) in creditors
466,959
(203,208)
Cash generated from operations
1,698,330
881,830
23
Analysis of changes in net funds
1 February 2023
Cash flows
31 January 2024
£
£
£
Cash at bank and in hand
879,217
694,447
1,573,664
COOLING'S NURSERIES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF COOLING'S NURSERIES LIMITED
- 24 -
Opinion
We have audited the financial statements of Cooling's Nurseries Limited (the 'company') for the year ended 31 January 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the 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:
give a true and fair view of the state of the company's affairs as at 31 January 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual 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.
COOLING'S NURSERIES LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COOLING'S NURSERIES LIMITED
- 25 -
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
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.
COOLING'S NURSERIES LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COOLING'S NURSERIES LIMITED
- 26 -
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 company and the industry in which it operates, and considered the risk of acts by the company 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 focused 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.
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 directors that represented a risk of material misstatement due to fraud.
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.
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.
Declan McCusker
Senior Statutory Auditor
For and on behalf of Perrys Audit Limited
Chartered Accountants
Statutory Auditor
4th Floor
399-401 Strand
London
United Kingdom
WC2R 0LT
26 September 2024
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