Company registration number 13383748 (England and Wales)
THE GARDEN BUILDINGS GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
THE GARDEN BUILDINGS GROUP LIMITED
COMPANY INFORMATION
Directors
Mr I Burgess
Mr D J Cox
Mr G J M Rees
Mr C R Jones
Company number
13383748
Registered office
Mercia Garden Products
Old Great North Road
Sutton-ON-Trent
Newark
Nottinghamshire
NG23 6QN
Auditor
UHY Hacker Young
Bradbury House
Mission Court
Newport
Gwent
United Kingdom
NP20 2DW
THE GARDEN BUILDINGS GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Profit and loss account
8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 30
THE GARDEN BUILDINGS 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.

Review of the business

2024 has been another difficult year for the business as demand across the garden buildings market continued to weaken. As a result, turnover for the year ended 31 August 2024 fell to £20.2m, a decrease of £5.4m (21%) compared with the year ended 31 August 2023.

In response to the change in market conditions, a number of actions have been taken by management to align the cost base of the business with the new level of market demand. These actions were started in May 2023 and continued in 2024, and include new product development, a focus on manufacturing capacity and productivity, and a hybrid delivery solution. We have seen improvements in gross margin, rising from 37.5% in 2023 to 41.1% in 2024, and overheads falling, and looking forward the business is forecasting a return to profitability for the year ending 31 August 2024.

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 ongoing market research are in place to mitigate such risks.

 

Fluctuations in currency exchange rates

Purchases are made from overseas. As a Group, we are therefore 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 note mitigate the exposure completely, and the results and the financial condition of the Company may be adversely impacted by foreign currency fluctuations.

 

 

THE GARDEN BUILDINGS GROUP 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 loans, 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 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.

 

Interest rate risk

The Group finances its operations through retained profits.

 

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 2023, the Group had trade creditors outstanding for an average 52 days (2022: 17 days). There were no trade creditors outstanding in the Company itself.

On behalf of the board

Mr I Burgess
Director
31 January 2025
THE GARDEN BUILDINGS GROUP 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.

Principal activities

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

 

The principal activity of the group continued to be that of the manufacture and distribution of timber garden products and the sale of factored goods associated with the garden leisure market.

Results and dividends

The results for the year are set out on page 8.

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

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 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.

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.

THE GARDEN BUILDINGS GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 4 -
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
Mr I Burgess
Director
31 January 2025
THE GARDEN BUILDINGS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF THE GARDEN BUILDINGS GROUP LIMITED
- 5 -
Opinion

We have audited the financial statements of The Garden Buildings Group 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:

THE GARDEN BUILDINGS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THE GARDEN BUILDINGS GROUP LIMITED
- 6 -
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:

THE GARDEN BUILDINGS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THE GARDEN BUILDINGS GROUP LIMITED
- 7 -

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
31 January 2025
UHY Hacker Young
Chartered Accountants
Statutory Auditor
Bradbury House
Mission Court
Newport
Gwent
United Kingdom
NP20 2DW
THE GARDEN BUILDINGS GROUP LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 AUGUST 2024
- 8 -
2024
2023
Notes
£
£
Turnover
3
20,244,118
25,625,307
Cost of sales
(11,926,296)
(16,003,959)
Gross profit
8,317,822
9,621,348
Distribution costs
(5,577,695)
(6,308,935)
Administrative expenses
(3,697,683)
(4,544,329)
Exceptional item
4
(182,522)
(363,468)
Operating loss
5
(1,140,078)
(1,595,384)
Interest receivable and similar income
8
341,394
94,754
Interest payable and similar expenses
9
(6,892)
(3,666)
Loss before taxation
(805,576)
(1,504,296)
Tax on loss
10
175,077
383,816
Loss for the financial year
23
(630,499)
(1,120,480)
Loss for the financial year is all attributable to the owners of the parent company.
THE GARDEN BUILDINGS GROUP LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2024
- 9 -
2024
2023
£
£
Loss for the year
(630,499)
(1,120,480)
Other comprehensive income
-
-
Total comprehensive income for the year
(630,499)
(1,120,480)
Total comprehensive income for the year is all attributable to the owners of the parent company.
THE GARDEN BUILDINGS GROUP LIMITED
GROUP BALANCE SHEET
AS AT
31 AUGUST 2024
31 August 2024
- 10 -
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
12
3,603,685
3,784,071
Current assets
Stocks
15
4,750,914
3,921,446
Debtors
16
3,012,873
3,328,161
Cash at bank and in hand
2,708,902
4,103,676
10,472,689
11,353,283
Creditors: amounts falling due within one year
17
(3,707,798)
(3,644,681)
Net current assets
6,764,891
7,708,602
Total assets less current liabilities
10,368,576
11,492,673
Creditors: amounts falling due after more than one year
18
(533,152)
(768,428)
Net assets
9,835,424
10,724,245
Capital and reserves
Called up share capital
22
1,745
1,745
Other reserves
23
(533,152)
(766,207)
Merger reserve
(1,645)
(1,645)
Distributable profit and loss reserves
23
10,368,476
11,490,352
Total equity
9,835,424
10,724,245

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 31 January 2025 and are signed on its behalf by:
31 January 2025
Mr I  Burgess
Director
Company registration number 13383748 (England and Wales)
THE GARDEN BUILDINGS GROUP LIMITED
COMPANY BALANCE SHEET
AS AT 31 AUGUST 2024
31 August 2024
- 11 -
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Investments
13
1,745
1,745
Creditors: amounts falling due after more than one year
18
(533,152)
(766,207)
Net liabilities
(531,407)
(764,462)
Capital and reserves
Called up share capital
22
1,745
1,745
Other reserves
23
(533,152)
(766,207)
Total equity
(531,407)
(764,462)

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 £533,055 (2023 - £321,088 profit).

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 January 2025 and are signed on its behalf by:
31 January 2025
Mr I  Burgess
Director
Company registration number 13383748 (England and Wales)
THE GARDEN BUILDINGS GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2024
- 12 -
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
(787,295)
(747,123)
13,534,655
12,001,982
Effect of change in accounting policy
31
-
-
745,478
(640,514)
104,964
As restated
1,745
(787,295)
(1,645)
12,894,141
12,106,946
Year ended 31 August 2023:
Loss and total comprehensive income
-
-
-
(1,120,480)
(1,120,480)
Dividends
11
-
-
-
(300,000)
(300,000)
Credit to equity for equity settled share-based payments
-
-
-
37,779
37,779
Transfers
18
-
21,088
-
(21,088)
-
Balance at 31 August 2023
1,745
(766,207)
(1,645)
11,490,352
10,724,245
Year ended 31 August 2024:
Loss and total comprehensive income
-
-
-
(630,499)
(630,499)
Dividends
11
-
-
-
(300,000)
(300,000)
Credit to equity for equity settled share-based payments
-
-
-
41,678
41,678
Transfers
18
-
233,055
-
(233,055)
-
Balance at 31 August 2024
1,745
(533,152)
(1,645)
10,368,476
9,835,424
THE GARDEN BUILDINGS GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2024
- 13 -
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
(787,295)
-
0
(785,550)
Year ended 31 August 2023:
Profit and total comprehensive income for the year
-
-
321,088
321,088
Dividends
11
-
-
(300,000)
(300,000)
Transfers
18
-
21,088
(21,088)
-
Balance at 31 August 2023
1,745
(766,207)
-
0
(764,462)
Year ended 31 August 2024:
Profit and total comprehensive income
-
-
533,055
533,055
Dividends
11
-
-
(300,000)
(300,000)
Transfers
18
-
233,055
(233,055)
-
Balance at 31 August 2024
1,745
(533,152)
-
0
(531,407)
THE GARDEN BUILDINGS GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 AUGUST 2024
- 14 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
29
(1,439,417)
1,514,172
Interest paid
(6,892)
(3,666)
Income taxes refunded/(paid)
455,060
(239,289)
Net cash (outflow)/inflow from operating activities
(991,249)
1,271,217
Investing activities
Purchase of tangible fixed assets
(193,092)
(183,896)
Interest received
108,339
73,666
Net cash used in investing activities
(84,753)
(110,230)
Financing activities
Payment of finance leases obligations
(18,772)
(21,216)
Dividends paid to equity shareholders
(300,000)
(300,000)
Net cash used in financing activities
(318,772)
(321,216)
Net (decrease)/increase in cash and cash equivalents
(1,394,774)
839,771
Cash and cash equivalents at beginning of year
4,103,676
3,263,905
Cash and cash equivalents at end of year
2,708,902
4,103,676
THE GARDEN BUILDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
- 15 -
1
Accounting policies
Company information

The Garden Buildings Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Mercia Garden Products, Old Great North Road, Sutton-ON-Trent, Newark, Nottinghamshire, NG23 6QN.

 

The group consists of The Garden Buildings Group 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, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

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:

 

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company The Garden Buildings Group Limited together with all entities controlled by the parent company (its subsidiaries).

 

The Garden Buildings Group Limited was incorporated on 10 May 2021 to act as the new parent Company for the Group, previously Rosimian 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 Rosimian 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.

THE GARDEN BUILDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies
(Continued)
- 16 -

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.

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
2% straight line
Plant and equipment
25% straight line
Motor vehicles
25-33% 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.

THE GARDEN BUILDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies
(Continued)
- 17 -
1.6
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.

1.7
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

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

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

1.8
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.

1.9
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.

1.10
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.

1.11
Taxation

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

THE GARDEN BUILDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies
(Continued)
- 18 -
Current tax

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

Deferred tax

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

 

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

1.12
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.

1.13
Retirement benefits

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

1.14
Leases

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

 

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

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.

THE GARDEN BUILDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 19 -
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.

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 believes that intra-group balances are recoverable in full and therefore 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 8.25% 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.

3
Turnover and other revenue
2024
2023
£
£
Other revenue
Interest income
341,394
94,754

All turnover relates to the groups principal activities as laid out in the Directors' report.

 

 

 

THE GARDEN BUILDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 20 -
4
Exceptional item
2024
2023
£
£
Expenditure
Restructuring costs
182,522
363,468
5
Operating loss
2024
2023
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange gains
(8,637)
(7,461)
Fees payable to the group's auditor for the audit of the group's financial statements
42,500
41,426
Depreciation of owned tangible fixed assets
346,819
360,116
Depreciation of tangible fixed assets held under finance leases
26,659
19,992
6
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
Production
69
77
-
-
Selling and distribution
63
76
-
-
Administration
22
24
-
-
Total
154
177
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
5,229,730
5,766,552
-
0
-
0
Social security costs
470,029
493,131
-
-
Pension costs
120,244
125,513
-
0
-
0
5,820,003
6,385,196
-
0
-
0

Wages and salaries above includes a share based payment charge of £41,678 (2023: £37,779). 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

THE GARDEN BUILDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 21 -
7
Directors' remuneration

The directors are remunerated by other group companies for their services to the group as a whole. It is not practicable to allocate their remuneration between their services to company and other group companies.

8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
108,339
73,666
Other interest income
233,055
21,088
Total income
341,394
94,754
9
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
6,892
3,666
10
Taxation
2024
2023
£
£
Current tax
Adjustments in respect of prior periods
(250,309)
(327,042)
Deferred tax
Origination and reversal of timing differences
(151,658)
(285,537)
Adjustment in respect of prior periods
226,890
228,763
Total deferred tax
75,232
(56,774)
Total tax credit
(175,077)
(383,816)
THE GARDEN BUILDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
10
Taxation
(Continued)
- 22 -

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

2024
2023
£
£
Loss before taxation
(805,576)
(1,504,296)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 21.52%)
(201,394)
(323,724)
Tax effect of expenses that are not deductible in determining taxable profit
4,692
18,808
Tax effect of utilisation of tax losses not previously recognised
45,044
-
0
Adjustments in respect of prior years
(250,309)
(327,042)
Effect of change in corporation tax rate
-
(39,803)
Other permanent differences
-
0
650
Deferred tax adjustments in respect of prior years
226,890
228,763
Fixed asset differences
-
0
58,532
Taxation credit
(175,077)
(383,816)

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
THE GARDEN BUILDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 23 -
12
Tangible fixed assets
Group
Freehold land and buildings
Plant and equipment
Motor vehicles
Total
£
£
£
£
Cost
At 1 September 2023
3,466,138
6,996,506
46,164
10,508,808
Additions
258
174,343
18,491
193,092
At 31 August 2024
3,466,396
7,170,849
64,655
10,701,900
Depreciation and impairment
At 1 September 2023
132,841
6,545,732
46,164
6,724,737
Depreciation charged in the year
16,524
354,727
2,227
373,478
At 31 August 2024
149,365
6,900,459
48,391
7,098,215
Carrying amount
At 31 August 2024
3,317,031
270,390
16,264
3,603,685
At 31 August 2023
3,333,297
450,774
-
0
3,784,071
The company had no tangible fixed assets at 31 August 2024 or 31 August 2023.
13
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
14
-
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
14
Subsidiaries

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

THE GARDEN BUILDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
14
Subsidiaries
(Continued)
- 24 -
Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Rosimian Limited
1
Holding company
Ordinary
100.00
-
Walton Web Limited
1
Sale of garden buildings, fencing and factored goods associated with the garden leisure market through the medium of internet trading
Ordinary
-
100.00
Mercia Garden Products Limited
1
Manufacture and distribution of timber garden products and the sale of factored goods associated with the garden leisure market
Ordinary
-
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Old Great North Road, Sutton-On-Trent, Newark, Nottinghamshire, England, NG23 6QN
15
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Raw materials and consumables
2,391,606
1,440,487
-
-
Work in progress
627,409
756,145
-
-
Finished goods and goods for resale
1,731,899
1,724,814
-
0
-
0
4,750,914
3,921,446
-
-

Stocks are stated after impairment provisions of £76,427 (2023: £94,048).

16
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,308,784
2,364,630
-
0
-
0
Corporation tax recoverable
250,309
455,060
-
0
-
0
Other debtors
(4,477)
-
-
0
-
0
Prepayments and accrued income
304,815
279,797
-
0
-
0
2,859,431
3,099,487
-
-
Deferred tax asset (note 20)
153,442
228,674
-
0
-
0
3,012,873
3,328,161
-
-

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

 

Trade debtors are stated after impairment provisions of £nil (2023: £96,758).

THE GARDEN BUILDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 25 -
17
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Obligations under finance leases
19
8,331
24,882
-
0
-
0
Trade creditors
1,701,101
766,943
-
0
-
0
Other taxation and social security
452,806
653,072
-
-
Other creditors
428,131
359,436
-
0
-
0
Accruals and deferred income
1,117,429
1,840,348
-
0
-
0
3,707,798
3,644,681
-
0
-
0
18
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Obligations under finance leases
19
-
0
2,221
-
0
-
0
Share capital treated as debt
533,152
766,207
533,152
766,207
533,152
768,428
533,152
766,207

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 8.25% (2023: 8.5%) is considered appropriate by the directors.

19
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
8,331
24,882
-
0
-
0
In two to five years
-
0
2,221
-
0
-
0
8,331
27,103
-
-

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 1 year. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

THE GARDEN BUILDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 26 -
20
Deferred taxation

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

Assets
Assets
2024
2023
Group
£
£
Accelerated capital allowances
(92,277)
(118,006)
Tax losses
240,856
331,763
Short term timing differences
4,863
14,917
153,442
228,674
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Asset at 1 September 2023
(228,674)
-
Charge to profit or loss
75,232
-
Asset at 31 August 2024
(153,442)
-

The deferred tax asset set out above is expected to reverse within and relates to the utilisation of tax losses against future expected profits of the same period.

21
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
120,244
125,513

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 totalling £22,472 (2023: £19,669) were payable to the fund at the reporting date and are included in creditors,

THE GARDEN BUILDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 27 -
22
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary of 1p each
130,992
130,992
1,310
1,310
B Ordinary of 1p each
8,243
8,243
82
82
C Ordinary of 1p each
3,108
3,108
31
31
D Ordinary of 1p each
3,603
3,603
36
36
Deferred shares of 1p each
3,745
3,745
37
37
149,691
149,691
1,496
1,496
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
Preferred Ordinary of 1p each
24,858
24,858
249
249
Preference shares classified as equity
249
249
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.

23
Reserves
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 July 2021.

24
Financial commitments, guarantees and contingent liabilities

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

THE GARDEN BUILDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 28 -
25
Operating lease commitments

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
463,939
208,003
-
-
Between two and five years
1,048,302
464,035
-
-
1,512,241
672,038
-
-
26
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2024
2023
2024
2023
£
£
£
£
Acquisition of tangible fixed assets
14,080
-
-
-
27
Related party transactions

The parent Company has taken advantage of the exemption under FRS 102 from disclosing transactions with other wholly owned group companies that are part of The Garden Buildings Group Limited group.

 

Directors I Burgess and G J M Rees are directors of and have interests in Branded Garden Products Limited during the year ended 31 August 2024.

 

The Group purchases goods from Branded Garden Products Limited to the value of £911 (2023: £10,300). At 31 August 2024 the Group owed Branded Garden Products Limited £374 (2023: £360).

 

The Group sold goods to Branded Garden Products Limited to the value of £nil (2023: £1,500).

 

The Group paid management fees to BGF Investment Management Limited to the value of £12,668 (2023: £24,800). At 31 August 2024 the Group owed BGF Investment Management Limited £nil (2023: £7,601). During the year the Group paid a final preferred ordinary dividend of £298,504 (2023: £298,504) to BGF Investment Management Limited.

 

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

 

Key management personnel are considered to be consistent with directors of the Group.

28
Controlling party

There is no ultimate controlling party.

THE GARDEN BUILDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 29 -
29
Cash (absorbed by)/generated from group operations
2024
2023
£
£
Loss for the year after tax
(630,499)
(1,120,480)
Adjustments for:
Taxation credited
(175,077)
(383,816)
Finance costs
6,892
3,666
Investment income
(341,394)
(94,754)
Depreciation and impairment of tangible fixed assets
373,478
380,108
Equity settled share based payment expense
41,578
37,779
Movements in working capital:
(Increase)/decrease in stocks
(829,468)
2,578,226
Decrease in debtors
35,305
1,581,054
Increase/(decrease) in creditors
79,668
(1,467,611)
Cash (absorbed by)/generated from operations
(1,439,517)
1,514,172
30
Analysis of changes in net funds - group
1 September 2023
Cash flows
Other non-cash changes
31 August 2024
£
£
£
£
Cash at bank and in hand
4,103,676
(1,394,774)
-
2,708,902
Obligations under finance leases
(27,103)
18,772
-
(8,331)
Share capital treated as debt
(766,207)
-
233,055
(533,152)
3,310,366
(1,376,002)
233,055
2,167,419
THE GARDEN BUILDINGS GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 30 -
31
Prior period adjustment

The following prior year adjustments have been made:

 

 

  1. The group balance sheet previously showed a Merger reserve of £747,295 (debit); this included unamortised goodwill of £750,000 that was in the Rosimian Limited group balance sheet prior to the merger.  The group continues to use acquisition accounting principles for entities below Rosimian 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.

  2. a Merger reserve of £1,645 (debit) should have been recorded, being the difference between the nominal value of the share capital issued, £1,745, and the nominal value of the share capital acquired, £100.

 

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

 

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