Company registration number 13383641 (England and Wales)
T&M TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
T&M TOPCO LIMITED
COMPANY INFORMATION
Directors
Mr I Burgess
Mr D J Cox
Mr G J M Rees
Mr C R Jones
Company number
13383641
Registered office
Thompson & Morgan
Poplar Lane
Copdock
Ipswich
IP8 3BU
Auditor
UHY Hacker Young
Bradbury House
Mission Court
Newport
Gwent
United Kingdom
NP20 2DW
T&M TOPCO LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 5
Directors' 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 - 35
T&M TOPCO 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 holding company.

 

The principal activity of the group is the sale of products for use in the garden, including plants, packeted seed and other garden related products. These are sold online, via mail order and garden centres, and to businesses in the UK and internationally.

Review of the business

Whilst the wider retail rector and the horticultural market continue to experience challenging market conditions as a result of ongoing economic uncertainty and the squeeze on consumer spending, we are delighted to report that the improvements in business performance seen in 2023 have carried through into 2024. Our direct to consumer business has performed particularly well, out-performing the wider market. We have continued to focus on improving efficiency at each stage of the supply chain, whilst opening new direct channels and maintaining an exceptional customer experience. Our ongoing investment in ERP, website and site infrastructure establishes a sound platform for the future of the business.

 

Reported turnover shows a slight improvement compared with 2023 levels despite the weak market conditions, with our efficiency improvements resulting in an increase in gross margins to 57.1% (2023: 55.2%) and a reduction in distribution costs to 32.2% of sales (2023: 34.3%). Our primary measure of profitability is underlying EBITDA (being reported EBITDA adjusted to exclude one-off and non-recurring costs, and costs of activities that have ceased), and this increased to £6.0m (2023: £4.0m). Reported EBITDA increased to £4.7m (2023: £2.8m).

 

With no external debt in the business, the business generated a positive net cash flow of £5.5m in 2023, taking the year-end cash balance to £16.1m. The business is in robust financial health and is in an excellent position to take advantage of growth opportunities as they arise in the market.

Principal risks and uncertainties

The management of the business and the nature of the Group’s strategy are subject to a number of risks. The directors have set out below the principal risks facing the business.

 

The directors are of the opinion that a thorough risk management process is adopted which involves the formal review of all the risks identified below. Where possible, processes are in place to monitor and mitigate such risks.

Economic downturn

The success of the business is reliant on consumer spending. An economic downturn, resulting in reduction of consumer spending power will have a direct impact on the income achieved by the Group. In response to this risk, senior management aim to keep abreast of economic conditions. In cases of severe economic downturn, marketing and pricing strategies are modified to reflect the new market conditions.

 

Competition

The market in which the Group operates is competitive. It is imperative that we continue to meet our customers’ expectations. Policies of constant price monitoring and on-going market research are in place to mitigate such risks.

 

Fluctuations in currency exchange rates

As a Group, we are exposed to foreign currency fluctuations.

 

The Group manages its foreign exchange exposure on a net basis, and if required uses forward foreign exchange contracts and other financial instruments to reduce the exposure. In addition, wherever possible we negotiate in sterling.

 

The hedging activity does not mitigate the exposure completely, and the results and the financial condition of the Group may be adversely impacted by foreign currency fluctuations.

T&M TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 2 -

Financial risk management objectives and policies

The Group uses various financial instruments including cash and various items, such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Group’s operations.

 

The existence of these financial instruments exposes the Group to a number of financial risks, the main areas being currency risk, credit risk, liquidity risk and interest rate risk.

 

The directors review and agree policies for managing each of these risks and they are summarised below. These policies have remained unchanged from previous years.

 

Liquidity risk

The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Short term flexibility is achieved by overdraft facilities.

 

Credit risk

The Group is exposed is exposed to credit risk by extending credit terms to customers. The risk is managed via credit insurance where considered necessary.

 

Currency risk

The Group’s policy for managing currency risk is described above.

 

Payment policy and practice

It is the Group’s policy to settle the terms of payment with suppliers when agreeing the terms of the transaction, to ensure that suppliers are aware of these terms and abide by them.

 

At 31 August 2024, the Group has trade creditors outstanding for an average of 91 days (2023: 72 days). There were no trade creditors outstanding in the Company itself.

Directors' statement of compliance with duty to promote the success of the Group

The directors of T&M Topco Limited consider, both individually and together, that they have acted in a way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole (considering stakeholders and matters set out in Section 172 of the Companies Act 2006) in the decisions taken during the year ended 31 August 2024.

 

A director of a company must act, in good faith, to promote the success of the Group for the benefit of its members as a whole and in doing so have regards (amongst other matters) to:

 

The likely consequences of any long-term decisions taken and the impact of all stakeholders are considered;

 

On behalf of the board

Mr I Burgess
Director
10 January 2025
T&M TOPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2024
- 3 -

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 10.

Ordinary dividends were paid amounting to £300,000. The directors do not recommend payment of a further dividend.

No preference 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 D J Cox
Mr G J M Rees
Mr C R Jones
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.

Research and development

The Group is committed to research and development to secure its position as a market leader in the horticultural industry. This involves improving existing products and developing new ones in order to sustain the extensive and unusual ranges offered by the Group.

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

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

 

Information about 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 group's performance.

 

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

The Group places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and the various factors affecting the performance of the Group. This is achieved through formal and informal meetings, regular CEO briefings, notice boards etc. Employees are also consulted regularly for their views on matters affecting them.

Future developments

The directors have a long-term plan for the Group to grow through a combination of corporate acquisitions and organic initiatives. These initiatives include a continuous improvement strategy for its ERP systems in order to enhance the online customer experience and supply chain efficiency, enhancing digital sales channels, and a constant focus on developing new products.

T&M TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 4 -
Auditor

UHY Hacker Young were appointed as auditor to the group 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.

Energy and carbon report

Under changes introduced by the 2018 regulations, large unquoted companies and large LLPs are obliged to report their UK energy use and associated greenhouse gas emissions as a minimum relating to gas, electricity and transport fuel, as well as an intensity ratio and information relating to energy efficiency action, through their financial statements.

 

The energy consumed across our total estate of approximately 385,515 square feet during the period was as follows:

2024
2023
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
- Gas combustion
551,312
698,175
- Electricity purchased
1,250,827
1,260,805
- Fuel consumed for transport
342,222
302,192
- Other
187,031
181,633
2,331,392
2,442,805
2024
2023
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
101.00
149.00
- Fuel consumed for owned transport
87.00
129.00
188.00
278.00
Scope 2 - indirect emissions
- Electricity purchased
274.00
312.00
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the group
26.00
49.00
Total gross emissions
488.00
639.00
Intensity ratio
Tonnes CO2e per 1,000 square feet
1.27
1.65
Quantification and reporting methodology

The group has calculated using the following methodology:

 

 

Intensity measurement

The Group’s carbon intensity is 1.27 tCO2e per 1,000 square feet.

T&M TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 5 -
Measures taken to improve energy efficiency

We are committed to responsible carbon management and will practice energy efficiency throughout our organisation, wherever it’s cost effective. We recognise that climate change is one of the most serious environmental challenges currently threatening the global community and we understand we have a role to play in reducing greenhouse gas emissions.

 

We have implemented the policies below for the purpose of increasing the businesses energy efficiency in the financial year:

 

 

Both Initiatives have an estimated saving of 48,000kWh annually.

 

 

This change anticipates a saving of at least 200 journeys per annum, with an average of 400 miles per journey.

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 auditor of the company 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 auditor of the company is aware of that information.

Going concern

Trading and cash flow of the 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
T&M TOPCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 AUGUST 2024
- 6 -

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 group and company, and of the profit or loss of the group 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 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. They are 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.

T&M TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF T&M TOPCO LIMITED
- 7 -
Opinion

We have audited the financial statements of T&M Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 August 2024 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 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 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 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:

T&M TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF T&M TOPCO LIMITED
- 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 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 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 directors either intend to liquidate the parent 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 group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

T&M TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF T&M TOPCO LIMITED
- 9 -

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 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.

Mr John Griffiths
For and on behalf of
10 January 2025
UHY Hacker Young
Chartered Accountants
Statutory Auditor
Newport
Gwent
United Kingdom
T&M TOPCO LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 AUGUST 2024
- 10 -
2024
2023
Notes
£
£
Turnover
3
58,344,606
58,181,878
Cost of sales
(24,987,184)
(26,074,479)
Gross profit
33,357,422
32,107,399
Distribution costs
(18,913,050)
(19,933,117)
Administrative expenses
(10,773,904)
(10,479,047)
Exceptional administrative costs
4
(130,693)
(176,757)
Operating profit
5
3,539,775
1,518,478
Interest receivable and similar income
9
693,296
179,257
Profit before taxation
4,233,071
1,697,735
Tax on profit
10
(1,019,186)
(368,756)
Profit for the financial year
23
3,213,885
1,328,979
Profit for the financial year is all attributable to the owners of the parent company.
T&M TOPCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2024
- 11 -
2024
2023
£
£
Profit for the year
3,213,885
1,328,979
Other comprehensive income
-
-
Cash flow hedges gain arising in the year
-
0
-
0
Total comprehensive income for the year
3,213,885
1,328,979
Total comprehensive income for the year is all attributable to the owners of the parent company.
T&M TOPCO LIMITED
GROUP BALANCE SHEET
AS AT
31 AUGUST 2024
31 August 2024
- 12 -
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
12
2,986,703
3,241,000
Tangible assets
13
2,358,873
2,363,625
5,345,576
5,604,625
Current assets
Stocks
16
5,576,318
5,366,424
Debtors
17
3,197,317
3,554,230
Cash at bank and in hand
16,067,653
10,590,303
24,841,288
19,510,957
Creditors: amounts falling due within one year
18
(12,162,619)
(10,028,994)
Net current assets
12,678,669
9,481,963
Total assets less current liabilities
18,024,245
15,086,588
Creditors: amounts falling due after more than one year
19
(529,528)
(759,388)
Provisions for liabilities
Deferred tax liability
20
628,056
768,000
(628,056)
(768,000)
Net assets
16,866,661
13,559,200
Capital and reserves
Called up share capital
22
1,745
1,745
Other reserves
23
(780,158)
(780,158)
Merger reserve
2,320,000
2,320,000
Profit and loss reserves
23
15,325,074
12,017,613
Total equity
16,866,661
13,559,200
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:
10 January 2025
Mr I  Burgess
Director
Company registration number 13383641 (England and Wales)
T&M TOPCO LIMITED
COMPANY BALANCE SHEET
AS AT 31 AUGUST 2024
31 August 2024
- 13 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
14
1,745
1,745
Current assets
Debtors
17
600,000
300,000
Creditors: amounts falling due within one year
18
(600,000)
(300,000)
Net current assets
-
-
Total assets less current liabilities
1,745
1,745
Creditors: amounts falling due after more than one year
19
(529,528)
(759,388)
Net liabilities
(527,783)
(757,643)
Capital and reserves
Called up share capital
22
1,745
1,745
Other reserves
23
(780,158)
(780,158)
Profit and loss reserves
23
250,630
20,770
Total equity
(527,783)
(757,643)

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 £529,860 (2023 - £320,770 profit).

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:
10 January 2025
Mr I  Burgess
Director
Company registration number 13383641 (England and Wales)
T&M TOPCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2024
- 14 -
Share capital
Other reserves
Merger reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
As restated for the period ended 31 August 2023:
Balance at 1 September 2022
1,745
(780,158)
2,320,000
17,622,912
19,164,499
Effect of prior year adjustment
30
-
-
-
(6,916,000)
(6,916,000)
As restated
1,745
(780,158)
2,320,000
10,706,912
12,248,499
Year ended 31 August 2023:
Profit and total comprehensive income
-
-
-
1,328,979
1,328,979
Dividends
11
-
-
-
(300,000)
(300,000)
Credit to equity for equity settled share-based payments
-
-
-
281,722
281,722
Balance at 31 August 2023
1,745
(780,158)
2,320,000
12,017,613
13,559,200
Year ended 31 August 2024:
Profit and total comprehensive income
-
-
-
3,213,885
3,213,885
Dividends
11
-
-
-
(300,000)
(300,000)
Credit to equity for equity settled share-based payments
-
-
-
393,576
393,576
Balance at 31 August 2024
1,745
(780,158)
2,320,000
15,325,074
16,866,661
T&M TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2024
- 15 -
Share capital
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
As restated for the period ended 31 August 2023:
Balance at 1 September 2022
1,745
(780,158)
-
0
(778,413)
Year ended 31 August 2023:
Profit and total comprehensive income for the year
-
-
320,770
320,770
Dividends
11
-
-
(300,000)
(300,000)
Balance at 31 August 2023
1,745
(780,158)
20,770
(757,643)
Year ended 31 August 2024:
Profit and total comprehensive income
-
-
529,860
529,860
Dividends
11
-
-
(300,000)
(300,000)
Balance at 31 August 2024
1,745
(780,158)
250,630
(527,783)
T&M TOPCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 AUGUST 2024
- 16 -
2024
2023
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
28
6,595,709
5,357,406
Income taxes (paid)/refunded
(719,072)
366,244
Net cash inflow from operating activities
5,876,637
5,723,650
Investing activities
Purchase of intangible assets
(238,349)
(125,000)
Purchase of tangible fixed assets
(555,234)
(570,604)
Proceeds from disposal of tangible fixed assets
1,000
24,000
Interest received
693,296
179,257
Net cash used in investing activities
(99,287)
(492,347)
Financing activities
Dividends paid to equity shareholders
(300,000)
(300,000)
Net cash used in financing activities
(300,000)
(300,000)
Net increase in cash and cash equivalents
5,477,350
4,931,303
Cash and cash equivalents at beginning of year
10,590,303
5,659,000
Cash and cash equivalents at end of year
16,067,653
10,590,303
T&M TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
- 17 -
1
Accounting policies
Company information

T&M Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Thompson & Morgan, Poplar Lane, Copdock, Ipswich, IP8 3BU.

 

The group consists of T&M Topco Limited 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.The principal accounting policies adopted are set out below.

The 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 for parent company information presented within the consolidated financial statements:

 

T&M TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies
(Continued)
- 18 -
1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company T&M Topco Limited together with all entities controlled by the parent company (its subsidiaries).

 

T&M Topco Limited was incorporated on 10 May 2021 to act as the new parent Company for the Group, previously Thompson & Morgan Group Holdings Limited. The new parent was inserted into the Group via a share for share exchange. Shares with a nominal value of £1,745 were issued for exchange for all the shares in Thompson & Morgan Group Holdings Limited.

 

The Company has applied guidance in generally accepted accounting standards and accounted for the transaction using the principles of group reconstructions under FRS 102 - The Financial Reporting Standard applicable in the UK and Republic of Ireland.

 

The consolidated financial statements incorporate the results of the business combinations using the merger accounting method. Where the merger accounting method is used, the carrying amounts of the acquired Group's assets and liabilities are not adjusted to fair value so no new goodwill arises. The difference between the nominal value of the shares issued and the nominal value of the shares received in exchange is shown as a movement in the merger reserve in the consolidated financial statements.

 

All financial statements are made up to 31 August 2024. 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.

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

1.3
Going concern

Trading and cash flow of the 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.

 

At the time of approving the financial statements, the directors have a reasonable expectation that the group 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.

1.4
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.

T&M TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies
(Continued)
- 19 -
1.5
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Software
10-33% straight line
Trademarks
5% straight line
Database
33% straight line
1.6
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:

Leasehold land and buildings
4-33% straight line
Plant and equipment
10-33% straight line
Computers
10-20% straight line
Motor vehicles
10-20% straight line

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.

1.7
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 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.

1.8
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.

T&M TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies
(Continued)
- 20 -

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.

1.9
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.

1.10
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.

 

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.

1.11
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.

1.12
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.

T&M TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies
(Continued)
- 21 -
1.13
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.

1.14
Retirement benefits

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

1.15
Share-based payments

During the period ended 31 August 2022, C ordinary and D ordinary shares were issued to select employees. A share based payment charge has been calculated and spread over the expected vesting period (to exit); the charge is recognised in the Consolidated Statement of Comprehensive Income and is remeasured at each reporting date as this is a cash settled share based payment arrangement. See note 7 for further details.

1.16
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 leased asset are consumed.

1.17

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

T&M TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 22 -
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.

Depreciation

The Group exercises judgement to determine useful lives and residual values of tangible fixed assets. The assets are depreciated down to their residual values over their estimated useful lives. Management considers that the carrying value of tangible fixed assets is reasonable and therefore that no impairment charge is required in the current year.

Provisions

Provisions have been made for trade debtors and inventory obsolescence and returns. These provisions are an estimate of the actual costs, and the timing of future cash flows is dependent on future events. The difference between expectations and the actual future liability will be accounted for in the period when such determination is made.

Recoverability of intercompany balances

Based on an assessment of future performance management judge the intra-group balances in note 17 to be recoverable in full and that no provision is required in the current year.

Compound financial instrument

Management has calculated the present value of the debt element of the instrument using a discounted cash flow calculation. The key sensitivities which affect the estimate are the assumption relating to the discount rate and profit. A discount rate of 8.75% is considered appropriate by the directors.

Share based payments

Share based compensation is measured at grant date, based on estimated fair value of the award and is recognised as an expense over the expected vesting period (to exit). Management has calculated the expected charge and the key sensitivities which affect the calculation are the expected value of the Group if an exit took place and the expected period of time before an exit will take place. See note 7.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
56,086,815
56,287,479
Europe
1,629,381
1,304,700
Rest of the World
628,410
589,699
58,344,606
58,181,878
2024
2023
£
£
Other revenue
Interest income
693,296
179,257
T&M TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 23 -
4
Exceptional item
2024
2023
£
£
Expenditure
Group restructure
29,690
71,000
Redundancy costs
101,003
105,757
130,693
176,757
5
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange (gains)/losses
(51,514)
23,000
Depreciation of owned tangible fixed assets
494,390
648,122
Loss/(profit) on disposal of tangible fixed assets
64,596
(24,000)
Amortisation of intangible assets
492,646
510,000
Operating lease charges
1,216,491
1,071,000
6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
-
-
Audit of the financial statements of the company's subsidiaries
27,800
46,000
For other services
Taxation compliance services
7,000
8,000
Other taxation services
-
6,000
All other non-audit services
9,250
7,000
16,250
21,000
T&M TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 24 -
7
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Sales
12
13
-
-
Administration
199
209
-
-
Production
134
141
-
-
Management
10
11
-
-
Total
355
374
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
9,443,583
9,143,946
-
0
-
0
Social security costs
790,357
715,000
-
-
Pension costs
289,357
246,000
-
0
-
0
10,523,297
10,104,946
-
0
-
0

Wages and salaries above includes a share based payment charge of £394,011 (2023: £281,722). This charge relates to the following share categories:

 

- 3,108 C Ordinary shares of £0.01 each

- 3,603 D Ordinary shares of £0.01 each

8
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
199,655
285,000
Company pension contributions to defined contribution schemes
11,250
11,000
210,905
296,000

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 2).

T&M TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
8
Directors' remuneration
(Continued)
- 25 -
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
n/a
122,000
Company pension contributions to defined contribution schemes
n/a
9,000

As total directors' remuneration was less than £200,000 in the current year, no disclosure is provided for that year.

9
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
463,436
158,487
Other interest income
229,860
20,770
Total income
693,296
179,257
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
1,084,058
412,756
Adjustments in respect of prior periods
75,072
(535,000)
Double tax relief
(8,430)
(31,000)
Total UK current tax
1,150,700
(153,244)
Foreign current tax on profits for the current period
8,430
31,000
Total current tax
1,159,130
(122,244)
Deferred tax
Origination and reversal of timing differences
(83,243)
104,000
Adjustment in respect of prior periods
(56,701)
387,000
Total deferred tax
(139,944)
491,000
Total tax charge
1,019,186
368,756
T&M TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
10
Taxation
(Continued)
- 26 -

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
4,233,071
1,697,735
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 21.52%)
1,058,268
365,353
Tax effect of expenses that are not deductible in determining taxable profit
8,442
138,403
Tax effect of income not taxable in determining taxable profit
(57,465)
-
0
Adjustments in respect of prior years
18,371
(535,000)
Effect of change in corporation tax rate
-
14,000
Double tax relief
(8,430)
-
Deferred tax adjustments in respect of prior years
-
0
387,000
-
0
(1,000)
Taxation charge
1,019,186
368,756

The Finance Act 2021 was substantively enacted in May 2021 and has increased the corporation tax rate from 19% to 25% with effect from 1 April 2023 on profits over £250,000. The rate for small profits under £50,000 will remain at 19%. When the company's profits fall between £50,000 and £250,000, the lower and upper limits, it will be able to claim an amount of marginal relief providing a gradual increase in corporation tax rate. The deferred taxation balances have been measured using the rates expected to apply in the reporting periods when the timing differences reverse.

11
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Final paid on preferred ordinary shares
300,000
300,000
T&M TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 27 -
12
Intangible fixed assets
Group
Software
Trademarks
Database
Total
£
£
£
£
Cost
At 1 September 2023
6,052,000
2,393,000
25,000
8,470,000
Additions
238,349
-
0
-
0
238,349
At 31 August 2024
6,290,349
2,393,000
25,000
8,708,349
Amortisation and impairment
At 1 September 2023
3,866,000
1,338,000
25,000
5,229,000
Amortisation charged for the year
416,313
76,333
-
0
492,646
At 31 August 2024
4,282,313
1,414,333
25,000
5,721,646
Carrying amount
At 31 August 2024
2,008,036
978,667
-
0
2,986,703
At 31 August 2023
2,186,000
1,055,000
-
0
3,241,000
The company had no intangible fixed assets at 31 August 2024 or 31 August 2023.
13
Tangible fixed assets
Group
Leasehold land and buildings
Plant and equipment
Computers
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 September 2023
4,965,663
3,804,941
2,389,000
122,143
11,281,747
Additions
437,126
88,649
10,665
18,794
555,234
Disposals
-
0
-
0
(271,837)
(3,250)
(275,087)
At 31 August 2024
5,402,789
3,893,590
2,127,828
137,687
11,561,894
Depreciation and impairment
At 1 September 2023
3,488,122
3,149,000
2,185,351
95,649
8,918,122
Depreciation charged in the year
210,860
192,725
84,920
5,885
494,390
Eliminated in respect of disposals
-
0
-
0
(206,241)
(3,250)
(209,491)
At 31 August 2024
3,698,982
3,341,725
2,064,030
98,284
9,203,021
Carrying amount
At 31 August 2024
1,703,807
551,865
63,798
39,403
2,358,873
At 31 August 2023
1,477,541
655,941
203,649
26,494
2,363,625
The company had no tangible fixed assets at 31 August 2024 or 31 August 2023.
T&M TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 28 -
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
1,745
1,745
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 September 2023 and 31 August 2024
1,745
Carrying amount
At 31 August 2024
1,745
At 31 August 2023
1,745
15
Subsidiaries

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

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Thompson & Morgan Group Holdings Limited
1
Holding company
Ordinary
100.00
-
Thompson & Morgan (Group) Limited
1
Holding company
Ordinary
-
100.00
Branded Garden Products Limited
1
Sale to end users of products for use in the garden, including plants, packeted seeds and other garden related products
Ordinary
-
100.00
Suttons Seeds Limited
1
Holding company
Ordinary
-
100.00
Suttons Consumer Products Limited
1
Dormant company
Ordinary
-
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Thompson & Morgan Poplar Lane, Copdock, Ipswich, England, IP8 3BU
T&M TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 29 -
16
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Raw materials and consumables
2,335,690
2,476,424
-
-
Finished goods and goods for resale
3,240,628
2,890,000
-
0
-
0
5,576,318
5,366,424
-
-

Stocks are stated after impairment provisions of £692,598 (2023: £823,181).

17
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,015,108
1,876,814
-
0
-
0
Amounts owed by group undertakings
-
-
600,000
300,000
Other debtors
117,727
111,272
-
0
-
0
Prepayments and accrued income
1,064,482
1,566,144
-
0
-
0
3,197,317
3,554,230
600,000
300,000

Trade debtors are stated after impairment provisions of £159,850 (2023: £105,776).

The amounts owed by group undertakings are interest free, unsecured and are repayable on demand.

18
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
as restated
£
£
£
£
Trade creditors
6,735,153
5,368,370
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
600,000
300,000
Corporation tax payable
684,058
244,000
-
0
-
0
Other taxation and social security
817,347
841,945
-
-
Other creditors
626,573
991,612
-
0
-
0
Accruals and deferred income
3,299,488
2,583,067
-
0
-
0
12,162,619
10,028,994
600,000
300,000
T&M TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 30 -
19
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
as restated
as restated
£
£
£
£
Share capital treated as debt
30
529,528
759,388
529,528
759,388

The Preferred Ordinary shares guarantee a return and therefore there is an obligation on the Company under FRS 102. These shares are classified as a compound financial instrument. The best estimate of the present value of the guaranteed return based on a discounted cash flow calculation has been classified as a creditor due in more than one year. The key sensitivities which affect the estimate are the assumptions relating to the discount rate and profit. A discount rate of 8.75% (2023: 9%) is considered appropriate by the directors.

20
Deferred taxation

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

Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
652,049
784,000
Short term timing differences
(23,993)
(16,000)
628,056
768,000
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 September 2023
768,000
-
Credit to profit or loss
(139,944)
-
Liability at 31 August 2024
628,056
-
21
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
289,357
246,000
T&M TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
21
Retirement benefit schemes
(Continued)
- 31 -

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.

Contributions totaling £48,212 (2023: £30,620) were payable to the fund at the reporting date and are included in creditors.

22
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of 1p each
130,992
130,992
1,311
1,311
B Ordinary shares of 1p each
8,243
8,243
82
82
C Ordinary shares of 1p each
3,108
3,108
31
31
D Ordinary shares of 1p each
3,603
3,603
36
36
Deferred shares of 1p each
3,745
3,745
37
37
149,691
149,691
1,497
1,497
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
Preferred Ordinary shares of 1p each
24,858
24,858
248
248
Preference shares classified as equity
248
248
Total equity share capital
1,745
1,745

The Preferred Ordinary shares guarantee an annual return which is equal to the higher of £0.3m and 4% of the net profits. Therefore, there is an obligation on the Company under FRS 102. These shares are classified as a compound financial instrument. The best estimate of the present value of the guaranteed return based on a discounted cash flow calculation has been classified as a creditor due in more than one year.

The Preferred Ordinary shares guarantee an annual return which is equal to the higher of £0.3m and 4% of the net profits. Therefore, there is an obligation on the Company under FRS 102. These shares are classified as a compound financial instrument. The best estimate of the present value of the guaranteed return based on a discounted cash flow calculation has been classified as a creditor due in more than one year.

23
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.

Capital redemption reserve

A non-distributable reserve, following the redemption or purchase of the Company's own shares.

T&M TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
23
Reserves
(Continued)
- 32 -
Other reserves

Other reserves include the adjustment in relation to compound financial instruments. The corresponding credit is recognised within creditors due in more than one year.

Profit and loss reserves

The profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.

Merger reserve

The merger reserve includes adjustments that arose on the Group reconstruction in the prior period.

24
Financial commitments, guarantees and contingent liabilities

At 31 August 2024 the Group had a HMRC customs guarantee of £60,000 (2023: £60,000)

 

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

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
2024
2023
2024
2023
£
£
£
£
Within one year
1,436,132
1,463,000
-
-
Between two and five years
3,090,660
3,816,000
-
-
In over five years
1,235,000
1,382,000
-
-
5,761,792
6,661,000
-
-
T&M TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 33 -
26
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2024
2023
£
£
Aggregate compensation
1,121,856
923,414
Other information

The Company has taken advantage of the exemption under FRS 102 from disclosing transactions with other wholly owned group companies that are part of the T&M Topco Limited group.

 

The directors of the Group are directors of, and have interests in Mercia Garden Products Limited during the year ended 31 August 2024.

 

Branded Garden Products Limited sold goods and services to Mercia Garden Products Limited to the value of £911 (2023: £10,254) and purchased goods to the value of £nil (2023: £1,545). At 31 August 2024 Branded Garden Products Limited owed Mercia Garden Products Limited £374 (2023: £814).

 

In October 2020 Branded Garden Products Limited entered into an operating lease with Burgess Land Limited, a company in which I Burgess is a statutory director. Branded Garden Products Limited made payments to Burgess Land Limited to the value of £279,370 (2023: £226,317). At 31 August 2024 the total commitment in relation to this operating lease of £271,493 (2023: £504,201) is disclosed in Note 21.

 

Branded Garden Products Limited purchased services from BGF Investment Management Limited to the value of £37,129 (2023: £37,173). At 31 August 2024 Branded Garden Products Limited owed BGF Investment Management Limited £nil (2023:£nil).

 

During the year the Group paid a final preferred ordinary dividend of £1,496 (2023: £1,496) to statutory director D Cox.

27
Controlling party

There is no ultimate controlling party.

T&M TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 34 -
28
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
3,213,885
1,328,979
Adjustments for:
Taxation charged
1,019,186
368,756
Investment income
(693,296)
(179,257)
Loss/(gain) on disposal of tangible fixed assets
64,596
(24,000)
Amortisation and impairment of intangible assets
492,646
510,000
Depreciation and impairment of tangible fixed assets
494,390
648,122
Equity settled share based payment expense
393,576
281,722
Movements in working capital:
(Increase)/decrease in stocks
(209,894)
2,166,576
Decrease in debtors
356,913
915,284
Increase/(decrease) in creditors
1,463,707
(658,776)
Cash generated from operations
6,595,709
5,357,406
29
Analysis of changes in net funds - group
1 September 2023
Cash flows
31 August 2024
£
£
£
Cash at bank and in hand
10,590,303
5,477,350
16,067,653
T&M TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 35 -
30
Prior period adjustment

The following prior year adjustments have been made:

 

 

  1. The group balance sheet previously showed a Share Premium reserve of £2,268,000 (credit) and Capital Redemption Reserve of £52,000 (credit) which previously were not in the company balance sheet; instead they were in the balance sheet of Thompson & Morgan Group Holdings Limited.  These amounts have been credited to a Merger Reserve, being the excess of the nominal value of capital and reserves acquired over the value of capital issued to effect the merger.

  2. The group balance sheet previously showed a Merger reserve of £7,065,000 (debit); this relates to the goodwill (un-amortised) that was in the Thompson & Morgan Group Holdings Limited group balance sheet prior to the merger.  The group continues to use acquisition accounting principles for entities below Thompson & Morgan Group Holdings Limited, therefore the goodwill should have carried forward into the new group. Eliminating goodwill is effectively an “impairment” which should have been debited to the Profit & Loss Reserve.

 

There has been no impact on group equity shareholders funds as a result of the above.

 

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