Company registration number 02860589 (England and Wales)
THOMPSON & MORGAN (GROUP) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
THOMPSON & MORGAN (GROUP) LIMITED
COMPANY INFORMATION
Directors
Mr I Burgess
Mr G J M Rees
Company number
02860589
Registered office
Thompson & Morgan
Poplar Lane
Copdock
Ipswich
IP8 3BU
Auditor
UHY Hacker Young
Bradbury House
Mission Court
Newport
Gwent
United Kingdom
NP20 2DW
THOMPSON & MORGAN (GROUP) LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Profit and loss account
7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 14
THOMPSON & MORGAN (GROUP) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2024
- 1 -

The directors present the strategic report for the year ended 31 August 2024.

Principal activities

The principal activity of the company continued to be that of a non-trading holding company.

Review of the business

The company has not traded throughout the current year and preceeding year. It is anticipated that the company will remain non-trading for the foreseeable future.

 

The ultimate parent undertaking is T&M Topco Limited; a review of business of the Group is provided in the T&M Topco Limited accounts.

Principal risks and uncertainties

The company is not exposed to any financial risks or uncertainties.

Key performance indicators

The directors do not consider there to be any appropriate key performance indicators as the company does not trade.

On behalf of the board

Mr I Burgess
Director
10 January 2025
THOMPSON & MORGAN (GROUP) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2024
- 2 -

The directors present their annual report and financial statements for the year ended 31 August 2024.

Results and dividends

The results for the year are set out on page 7.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

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

Mr I Burgess
Mr G J M Rees
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Future developments

The Company intends to continue as a holding company for the foreseeable future.

Auditor

UHY Hacker Young were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006. UHY Hacker Young have expressed their willingness to continue in office as auditor and appropriate arrangements have been put in place for them to be deemed reappointed as auditor in the absence of an Annual General Meeting.

Energy and carbon report

Thompson & Morgan (Group) Limited qualifies as a large parent, however its principal activities are the holding of the investments in the group and servicing of inter-company debt, it does not trade. Only one of its subsidiaries has met the requirements for reporting under SECR. Therefore the company has decided to disclose the full SECR through its subsidiary, Branded Garden Products Limited.

Statement of directors' responsibilities

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:

 

 

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.

THOMPSON & MORGAN (GROUP) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 3 -
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.

Going concern

Trading and cash flow of the wider group post year end remains strong. Forecasts for the 12 months ahead show the Group continuing to remain cash positive even when modelled using worst case scenarios.

 

The directors therefore consider it appropriate to use the going concern basis for preparation of the financial statements.

On behalf of the board
Mr I Burgess
Director
10 January 2025
THOMPSON & MORGAN (GROUP) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF THOMPSON & MORGAN (GROUP) LIMITED
- 4 -
Opinion

We have audited the financial statements of Thompson & Morgan (Group) Limited (the 'company') for the year ended 31 August 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 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.

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 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.

Opinions on other matters prescribed by the Companies Act 2006

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

THOMPSON & MORGAN (GROUP) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF THOMPSON & MORGAN (GROUP) LIMITED (CONTINUED)
- 5 -
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:

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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined below, 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.

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:

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

THOMPSON & MORGAN (GROUP) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF THOMPSON & MORGAN (GROUP) LIMITED (CONTINUED)
- 6 -

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

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial statements, 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 member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Mr John Griffiths
Senior Statutory Auditor
For and on behalf of UHY Hacker Young
10 January 2025
Chartered Accountants
Statutory Auditor
Mission Court
Gwent
United Kingdom
THOMPSON & MORGAN (GROUP) LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 AUGUST 2024
- 7 -
2024
2023
£
£
Turnover
-
-
Profit before taxation
-
0
-
0
Tax on profit
-
0
-
0
Profit for the financial year
-
0
-
0

The profit and loss account has been prepared on the basis that all operations are continuing operations.

THOMPSON & MORGAN (GROUP) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2024
- 8 -
2024
2023
£
£
Loss for the year
-
0
-
0
Other comprehensive income
-
-
Total comprehensive income for the year
-
0
-
0
THOMPSON & MORGAN (GROUP) LIMITED
BALANCE SHEET
AS AT
31 AUGUST 2024
31 August 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
5
6,000
6,000
Current assets
Debtors
7
557,000
1,803,000
Creditors: amounts falling due within one year
8
(517,000)
(1,763,000)
Net current assets
40,000
40,000
Net assets
46,000
46,000
Capital and reserves
Called up share capital
9
5,560
5,560
Share premium account
10
40,440
40,440
Total equity
46,000
46,000
The financial statements were approved by the board of directors and authorised for issue on 10 January 2025 and are signed on its behalf by:
Mr I  Burgess
Director
Company registration number 02860589 (England and Wales)
THOMPSON & MORGAN (GROUP) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2024
- 10 -
Share capital
Share premium account
Total
£
£
£
Balance at 1 September 2022
5,560
40,440
46,000
Year ended 31 August 2023:
Profit and total comprehensive income
-
-
-
0
Balance at 31 August 2023
5,560
40,440
46,000
Year ended 31 August 2024:
Profit and total comprehensive income
-
-
-
0
Balance at 31 August 2024
5,560
40,440
46,000
The share premium account includes any premium received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
THOMPSON & MORGAN (GROUP) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
- 11 -
1
Accounting policies
Company information

Thompson & Morgan (Group) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Thompson & Morgan, Poplar Lane, Copdock, Ipswich, IP8 3BU.

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. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of T&M Topco Limited. These consolidated financial statements are available from its registered office, Thompson & Morgan Poplar Lane, Copdock, Ipswich, United Kingdom, IP8 3BU.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

Thompson & Morgan (Group) Limited is a wholly owned subsidiary of T&M Topco Limited and the results of Thompson & Morgan (Group) Limited are included in the consolidated financial statements of T&M Topco Limited which are available from Thompson & Morgan Poplar Lane, Copdock, Ipswich, United Kingdom, IP8 3BU.

1.2
Going concern

Trading and cash flow of the wider group post year end remains strong. Forecasts for thetrue 12 months ahead show the Group continuing to remain cash positive even when modelled using worst case scenarios.

 

At 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.

THOMPSON & MORGAN (GROUP) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies
(Continued)
- 12 -
1.3
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

1.4
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.

 

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

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.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Recoverability of intercompany balances

The carrying value of amounts owed by group undertakings at the balance sheet date was £557,000 (2023: £1,803,000). Balances are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit and loss account. The impairment loss is the difference between the asset’s carrying amount and the best estimate of the recoverable amount at the reporting date. Impairment losses of £nil (2023: £nil) were recognised in the year.

3
Auditor's remuneration

Fees payable to the Company's auditor for the audit of the Company's annual accounts were borne by wholly owned subsidiary Branded Garden Products Limited.

 

The Company has taken advantage of the exemption not to disclose amounts paid for non audit services as these are disclosed in the group accounts of the parent company.

THOMPSON & MORGAN (GROUP) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 13 -
4
Employees

The company had no employees during 2024 (2023: nil).

5
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
6
6,000
6,000
6
Subsidiaries

Details of the company's subsidiaries at 31 August 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Branded Garden Products Limited
Thompson & Morgan Poplar Lane, Copdock, Ipswich, England, IP8 3BU
Ordinary
100
7
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
557,000
1,803,000

Amounts owed by group undertakings are interest free and repayable on demand.

8
Creditors: amounts falling due within one year
2024
2023
£
£
Amounts owed to group undertakings
517,000
1,763,000

Amounts owed to group undertakings are interest free and payable on demand.

9
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of 10p each
55,600
55,600
5,560
5,560

All shares have equal voting rights. There are no restrictions on dividends and the repayment of capital.

THOMPSON & MORGAN (GROUP) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 14 -
10
Reserves
Share premium

The share premium account includes any premium received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

11
Financial commitments, guarantees and contingent liabilities

The Company has provided a debenture to HSBC UK Bank plc that secures the bank's borrowings over the Company's assets. At 31 August 2024 there were no borrowings (2023: £nil)

12
Ultimate controlling party

The immediate parent company of Thompson & Morgan (Group) Limited is Thompson & Morgan Group Holdings Limited, incorporated in the United Kingdom. The ultimate parent company is T&M Topco Limited. T&M Topco Limited is the parent undertaking of the smallest and largest group which includes the company for which group financial statements are prepared. Copies of the group financial statements of T&M Topco Limited are available from the registered office; Thompson & Morgan Poplar Lane, Copdock, Ipswich, United Kingdom, IP8 3BU.

There is no ultimate controlling party.

2024-08-312023-09-01falsefalsefalseCCH SoftwareCCH Accounts Production 2024.310Mr I BurgessMr G J M Rees0028605892023-09-012024-08-3102860589bus:Director12023-09-012024-08-3102860589bus:Director22023-09-012024-08-3102860589bus:RegisteredOffice2023-09-012024-08-31028605892024-08-31028605892022-09-012023-08-31028605892023-08-3102860589core:CurrentFinancialInstrumentscore:WithinOneYear2024-08-3102860589core:CurrentFinancialInstrumentscore:WithinOneYear2023-08-3102860589core:ShareCapital2024-08-3102860589core:ShareCapital2023-08-3102860589core:SharePremium2024-08-3102860589core:SharePremium2023-08-3102860589core:ShareCapital2022-08-3102860589core:SharePremium2022-08-3102860589core:Non-currentFinancialInstruments2024-08-3102860589core:Non-currentFinancialInstruments2023-08-310286058912023-09-012024-08-3102860589core:CurrentFinancialInstruments2024-08-3102860589core:CurrentFinancialInstruments2023-08-3102860589bus:PrivateLimitedCompanyLtd2023-09-012024-08-3102860589bus:FRS1022023-09-012024-08-3102860589bus:Audited2023-09-012024-08-3102860589bus:FullAccounts2023-09-012024-08-31xbrli:purexbrli:sharesiso4217:GBP