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09415041







FERNS GROUP LIMITED AND ITS SUBSIDIARIES

DIRECTORS' REPORT AND AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED
31 MAY 2024

































FERNS GROUP LIMITED
 
COMPANY INFORMATION


Directors
I. D. Fern 
D. Hamblin (appointed 16 August 2023)




Registered number
09415041



Registered office
Tutsham Farm
West Farleigh

Maidstone

Kent

ME15 0NE




Independent auditors
CLA Evelyn Partners Limited

77 Mount Ephraim

Tunbridge Wells

Kent

TN4 8BS





FERNS GROUP LIMITED

CONTENTS



Page
Group Strategic Report
 
 
1 - 4
Directors' Report
 
 
5 - 6
Independent Auditors' Report
 
 
7 - 10
Consolidated Statement of Comprehensive Income
 
 
11
Consolidated Balance Sheet
 
 
12 - 13
Company Balance Sheet
 
 
14
Consolidated Statement of Changes in Equity
 
 
15
Company Statement of Changes in Equity
 
 
16
Consolidated Statement of Cash Flows
 
 
17 - 18
Consolidated Analysis of Net Debt
 
 
19
Notes to the Financial Statements
 
 
20 - 40


FERNS GROUP LIMITED
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2024

Introduction
 
The principal activity of the Group was that of a civil engineering contractor.
The core business is back filling and reinstatement, gas mains installation, specialist drilling repair,   maintenance and replacement.
The Group is the leading independent utility solutions group which serves the gas, water, energy and local authority sectors within the Midlands, London and South East.

Business review
 
In a competitive market the Group has performed well, achieving turnover of £110.9 million compared to £81.0 million in the previous year, an increase principally driven by growth in the telecoms and gas workstreams. Gross profit margin remains strong at 14.8% but is under pressure due to limited ability to fully recover inflation in its fixed price contracts.  
Profit before tax (PBT) of £4.2 million was in line with expectations.
Net assets increased 16% from £17.4 million in 2023 to £20.1 million in 2024.
The current ratio remained at 1.3. 
The Group is in a good position to maintain and develop its position within the industry.  

Principal risks and uncertainties
 
Financial Risks
The Group has robust accounting procedures, good internal controls and efficient IT systems which aims to manage any risks and uncertainties.
Energy inflation affecting raw material prices remains a concern and risk although we aim to minimize this risk through long term partnerships with our key suppliers.
The Group maintains strong commercial relationships with customers and provides a high quality, one stop solution, which minimizes the risk of losing customers.
The Group maintains secure medium to long term contracts and is confident of further controlled growth in the future. 
Credit risk
The Group works mainly with major blue-chip companies, and whilst there is always some credit risk the Director believe this risk to be minimal. Other clients are monitored closely against agreed credit terms to ensure that credit risk is kept as low as possible.
Liquidity risk
The Group monitors cashflow closely and produces weekly cashflow forecasts. Debtors are monitored to ensure that payments are made within agreed terms. Creditors are paid primarily within agreed mutual terms and the Group maintains very close relationships with its key suppliers.
 
Page 1

FERNS GROUP LIMITED

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024

Currency risk
The Group does not pay suppliers or receive any customer receipts in foreign currency. Therefore, there is no foreign currency risk.
Competitive and market risk
The Group operates in a highly competitive industry, which can impact on its ability to win new work and dilute its margins. The Group mitigates these risks by effective cost management thereby allowing it to remain competitive and deliver required results.  
Health and Safety
The Group prioritises its legal responsibilities under the Health and Safety at Work Act, etc.1984 and associated legislation and codes of practice. The Group gives its full commitment to doing everything reasonably practicable to protect the safety, health and welfare of all its employees and any other persons who health and safety may be affected by the Groups business. The promotion of health and safety measures is a mutual objective for the Group and for all its employees.

Economic Uncertainties
We live in times of high economic uncertainty. Russia’s invasion of Ukraine and the Israeli – Gaza crisis continue to send geopolitical shockwaves around the globe and exacerbate the economic damage caused by the Covid 19 pandemic and the departure of the UK from the European Union. Whilst inflation seems to be back under control, economic growth overall remains negligible and current high interest rates remain a burden to businesses and individuals alike. Recently announced national insurance rises likewise represent an increasing burden on business. Whilst it is difficult to rule out significant impacts on the international and UK economy that could have an adverse impact on the results of 2025 and beyond, given that the Group focuses on providing support to critical infrastructure in the Utilities Sector, the management assess these macro economic uncertainties pose limited risk to the Group at present, moreover, regulatory pressures in certain sectors presently are not assessed as a risk to the business.
Environmental
The Group operates its business in a manner that reflects good environmental management. The Group is aware of the environmental impacts of its operations and balances its business aims with the need to protect the local and global environment.
The Group is committed to identifying all activities that have a potential to cause an environmental impact, as well as providing adequate resources to help minimise or prevent negative impact.

Financial key performance indicators
 
The Group has a number of performance indicators which are used to measure and monitor the performance of the group, including Health and Safety and Environmental, training and development as well as financial. These are reviewed and reported to management, staff and the board on a frequent and regular basis.
The key financial performance indicators are:
                                                     
2024        2023   
Turnover             £110.9 million   £81.0 million 
Gross profit margin          14.8%                   14.2%  
Operating profit/(loss) margin       4.3%         3.9%  
 
Page 2

FERNS GROUP LIMITED

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024

The Directors and Managers of the Group closely monitor performance through regular board and operational meetings. Weekly and monthly performance figures are produced and discussed to ensure that the business is running at an optimal level. 

Other key performance indicators
 
The directors do not consider there to be any other key performance indicators.
Corporate and Social Responsibility 
The Group has a separate Environmental Policy Statement clarifying its commitment to negating its impact on the environment.
The Group carries out regular risk assessments to guarantee the well-being of staff and visitors, in accordance with Health and Safety legislation.
The Group commits to having a fully trained workforce and has its own in house training centre which ensures that all employees are fully trained to the Group standards and are also competent to carry out their duties safely.
The Group actively manages its reputation, and drives best practice, through the application of Ethical Sales  and Purchasing.
Due to the nature of our business having to use fossil fuels and oil based materials the Group actively promotes, maximizes and measures the reuse of excavated recycled backfill in all their operations.
The Group is an Equal Opportunities Employer which promotes diversity and does not differentiate on grounds of gender, ethnicity, religion, sexual orientation or physical ability.
The Group commits to being open and transparent in the interests of promoting best practice.
The Group is proud to have been awarded Gold for Considerate Contractor from the City of London, in relation to the subsidiary Ferns Surfacing Limited.
The Group operate a modern fleet of vehicles, and has installed the most advanced driving management systems to allow the monitoring and improvement of driving behaviours and ensure vehicles are being operated safely and legally. This system also allows the minimisation of vehicle movements thereby reducing fuel consumption. In doing this the Group can be confident that its drivers are not endangering themselves or the community in which they operate.
As the Group has expanded geographically it has invested in video conferencing facilities to reduce the need for vehicle movements and carbon emissions. The Group tries to establish a depot network which closely matches the geographical footprint of its work to minimise unnecessary mileage.
 

Page 3

FERNS GROUP LIMITED

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024

Directors' statement of compliance with duty to promote the success of the Group
 
The directors, in line with their duties under Section 172 of the Companies Act 2006, act individually and collectively in the way they consider, in good faith, would be most likely to promote the success of the Group and Parent Company for the benefit of its members as a whole, and in doing so have regard to the stakeholders and amongst other matters, the:
 
likely consequences of any decisions in the long-term;
interests of the Group's employees;
need to foster the Group's business relationships with suppliers, customers and others;
impact of the Group's operations on the community and environment;
desirability of the Group maintaining a reputation for high standards of business conduct; and
need to act fairly as between members of the Group.

The Group's business strategy is focused on achieving success for the Group in the long term. This strategy takes into account the impact of relevant factors and stakeholder interests. The directors promote a culture of upholding the highest standards of conduct and ensures its core values are communicated to its employees and are embedded in the Group's policies and procedures.
The director recognises that building strong long-term relationships with its stakeholders will help deliver its strategy. The directors consider the core stakeholders to be its employees, customers, suppliers and the local communities in which it operates.
Protecting the health, safety and wellbeing of its employees and everyone who comes into contact with the business is the main priority. Furthermore, the directors are committed to a diverse and inclusive working environment and ensuring all employees have the necessary skills and training required to carry out their roles and to develop.
The Group aims to develop long term mutually beneficial relationships with its customers. The Group engages with its customers on a continuous basis which allows it to better understand their needs thus ensuring the long-term success of the Group.
The suppliers and subcontractors are integral to its operations and the Group aims to be fair in their dealing with them and to make payment within agreed terms.
As the nature of the Group's business means that it continually comes into contact with members of the local community the safety of the public is paramount in how the Group operates.


 
This report was approved by the board
 and signed on its behalf.



I. D. Fern
Director

Date: 28 February 2025

Page 4

FERNS GROUP LIMITED
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MAY 2024

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

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

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

Results and dividends

The profit for the year, after taxation, amounted to £2,806,462 (2023 - £2,982,897).

Dividends declared in the year totalled £98,593 (2023 - £Nil).

Directors

The directors who served during the year were:

I. D. Fern 
D. Hamblin (appointed 16 August 2023)

Future developments

The directors believes that the Group is well positioned in the market with strong customer links and ongoing contracts to deliver profitable results in the coming year.
Engagement with employees
The Group recognises that its employees are key to the long-term success of the business. It has various ways in which it communicates with the employees due to the numbers employed and the fact they are spread over numerous locations. New employees attend a formal induction at which they are made aware of the Group’s values, health and safety and other relevant policies and procedures.

 
Page 5

FERNS GROUP LIMITED
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
The Group also runs various workshops, Business development, personal development, customer care and customer management programmes where deemed appropriate. All employees receive necessary training to ensure the have the relevant qualifications and certifications to carry out their roles.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group meets Streamlined Energy and Carbon Reporting (SECR) qualification criteria in the UK. The Group has opted to use the Operational Control boundary definition to define their carbon footprint boundary. Included within that boundary are Scope 1 & 2 emissions from gas and electricity, as well as Scope 3 emissions from company fleet and grey fleet in the UK. The GHG Protocol Corporate Accounting & Reporting Standard and UK Government’s GHG Conversion Factors for Reporting have been used as part of carbon emissions calculation. 
The results show that the total energy use and total gross Greenhouse Gas (GHG) emissions amounted to  8,678 tonnes of CO2e in the reporting period. The Group has chosen ‘Tonnes of CO2e per £000’s turnover as an intensity metric as this is an appropriate metric for the business. The Group will compare their performance over time with this metric. 
The Group's greenhouse gas emissions and energy consumption are as follows:

2024
2023
Emissions from combustion of Gas and fuel for transport (Scope 1) (tCO2e)

8,685

7,666
 
Scope 2 emissions (location-based)/tCO2e

62

67
 
Total gross Scope 1 & Scope 2 emissions/tCO2e

8,747

7,733
 
Intensity ratio: tCO2e (gross Scope 1 + 2) / Turnover (£m)

79

96
 

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

This report was approved by the board and signed on its behalf.
 





I. D. Fern
Director

Date: 28 February 2025

Page 6

FERNS GROUP LIMITED
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FERNS GROUP LIMITED

Opinion


We have audited the financial statements of Ferns Group Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 May 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 May 2024 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or the 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.


Page 7

FERNS GROUP LIMITED
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FERNS GROUP LIMITED (CONTINUED)

Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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 Group's and 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 8

FERNS GROUP LIMITED
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FERNS GROUP LIMITED (CONTINUED)

Auditors' 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 Auditors' 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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained a general understanding of the Group and Parent Company's legal and regulatory framework through enquiry ofmanagement concerning their understanding of relevant laws and regulations, the entity’s policies andprocedures regarding compliance, and how they identify, evaluate and account for litigation claims. We also drew on our existing understanding of the Group and Parent Company's industry and regulation.

We understand that the Group and Parent Company complies with the framework through:
 
Obtaining external Health and Safety monitoring audits from independent consultants, updating procedures, manuals and internal controls as legal and regulatory requirements change.
Subscribing to relevant updates from external experts, and making changes to internal procedures and controls as necessary.
Outsourcing tax compliance to external experts.

In the context of the audit, we considered those laws and regulations which determine the form and content ofthe financial statements, which are central to the Group and Parent Company's ability to conduct its business, and/or where thereis a risk that failure to comply could result in material penalties. We identified the following laws and regulations as being of significance in the context of the Company:
 
The Companies Act 2006 and FRS 102 in respect of the preparation and presentation of the financial statements.
Health and Safety at Work, etc Act 1974 in respect of the day-to-day activity carried out by the Group and Parent Company. 
Management of Health and Safety at Work Regulations 1999.

We performed the following specific procedures to gain evidence about compliance with the significant laws and regulations identified above:
 
We reviewed the policies in place at the Group and Parent Company and reviewed for instances of non-compliance with these regulations.
We obtained copies of certificates held by the Group and Parent Company and results of inspections which took place during the period.

The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the Group and Parent Company’s financial statements to material misstatement, including how fraud might occur. The areas identified in this discussion were:
 
Recognition of accrued income, as there are elements of management estimation in arriving at these calculations.
With bonuses and share incentives linked to the performance of the business, there is an incentive to report the most favourable financial position and performance.
Trade debtors, related party and group balances included not being recoverable.

Page 9

FERNS GROUP LIMITED
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FERNS GROUP LIMITED (CONTINUED)


These areas were communicated to the other members of the engagement team not present at the discussion. The procedures we carried out to gain evidence in the above areas included:
 
Challenging management calculation of these estimates, and vouching to post year end information where appropriate.
Occurrence testing on revenue to verify that sales were valid; completeness testing on creditors to ensure that all purchases in the year were correctly recorded; and testing journal entries, particularly those which were posted outside of normal times or to unexpected accounts.
Vouching to post year end receipt and the bad debt provision included, and assessing the recoverability of those which have not been recovered at the date of our testing.

Overall, the senior statutory auditor was satisfied that the engagement team collectively had the appropriate competence and capabilities to identify or recognise irregularities. 

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 2006Our 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 Auditors' 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.





Matthew Neill BA (Hons) MA FCA (Senior Statutory Auditor)
  
for and on behalf of
CLA Evelyn Partners Limited
 
Statutory Auditors
  
77 Mount Ephraim
Tunbridge Wells
Kent
TN4 8BS

Date: 28 February 2025
Page 10

FERNS GROUP LIMITED
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2024

2024
2023
Note
£
£

  

Turnover
 4 
110,852,550
80,992,935

Cost of sales
  
(94,417,890)
(69,483,749)

Gross profit
  
16,434,660
11,509,186

Administrative expenses
  
(11,719,360)
(8,430,812)

Other operating income
 5 
83,675
83,943

Operating profit
 6 
4,798,975
3,162,317

Interest receivable and similar income
  
40,272
42,156

Interest payable and similar expenses
 10 
(649,579)
(350,603)

Profit before taxation
  
4,189,668
2,853,870

Tax on profit
 11 
(1,383,206)
129,027

Profit for the financial year
  
2,806,462
2,982,897

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

The notes on pages 20 to 40 form part of these financial statements.

Page 11

FERNS GROUP LIMITED
REGISTERED NUMBER:09415041

CONSOLIDATED BALANCE SHEET
AS AT 31 MAY 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 13 
21,437,340
17,506,016

Investments
 14 
66,728
46,878

Investment property
 15 
1,533,500
1,533,500

  
23,037,568
19,086,394

Current assets
  

Stocks
 16 
324,660
234,694

Debtors: amounts falling due after more than one year
 17 
292,876
1,074,935

Debtors: amounts falling due within one year
 17 
24,164,545
21,843,204

Bank and cash balances
  
2,863,336
174,824

  
27,645,417
23,327,657

Creditors: amounts falling due within one year
 19 
(21,715,530)
(18,045,137)

Net current assets
  
 
 
5,929,887
 
 
5,282,520

Total assets less current liabilities
  
28,967,455
24,368,914

Creditors: amounts falling due after more than one year
 20 
(7,972,367)
(6,615,789)

Provisions for liabilities
  

Deferred taxation
 23 
(710,983)
-

Other provisions
 24 
(137,520)
(342,308)

  
 
 
(848,503)
 
 
(342,308)

Net assets
  
20,146,585
17,410,817


Capital and reserves
  

Called up share capital 
 25 
38,000
25,101

Share premium account
 26 
15,000
-

Fair value reserve
 26 
646,030
646,030

Profit and loss account
 26 
19,447,555
16,739,686

Equity attributable to owners of the parent Company
  
20,146,585
17,410,817


Page 12

FERNS GROUP LIMITED
REGISTERED NUMBER:09415041
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 MAY 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




I. D. Fern
Director

Date: 28 February 2025

The notes on pages 20 to 40 form part of these financial statements.

Page 13

FERNS GROUP LIMITED
REGISTERED NUMBER:09415041

COMPANY BALANCE SHEET
AS AT 31 MAY 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 14 
1,306,139
25,001

Current assets
  

Debtors: amounts falling due within one year
 17 
6,899
-

Bank and cash balances
  
20,740
100

Creditors: amounts falling due within one year
 19 
(1)
-

Net current assets
  
 
 
27,638
 
 
100

Total assets less current liabilities
  
1,333,777
25,101

  

  

Net assets
  
1,333,777
25,101


Capital and reserves
  

Called up share capital 
 25 
38,000
25,101

Share premium account
 26 
15,000
-

Profit and loss account carried forward
  
1,280,777
-

  
1,333,777
25,101


The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The profit after tax of the parent company for the year was £1,379,370 (2023 - £nil).
The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


I. D. Fern
Director

Date: 28 February 2025

The notes on pages 20 to 40 form part of these financial statements.

Page 14

FERNS GROUP LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2024


Called up share capital
Share premium account
Fair value reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 June 2022
25,101
-
646,030
13,756,789
14,427,920


Comprehensive income for the year

Profit for the year
-
-
-
2,982,897
2,982,897



At 1 June 2023
25,101
-
646,030
16,739,686
17,410,817


Comprehensive income for the year

Profit for the year
-
-
-
2,806,462
2,806,462

Shares issued during the year
12,899
-
-
-
12,899


Contributions by and distributions to owners

Dividends: Equity capital
-
-
-
(98,593)
(98,593)

Shares issued during the year
-
15,000
-
-
15,000


At 31 May 2024
38,000
15,000
646,030
19,447,555
20,146,585


The notes on pages 20 to 40 form part of these financial statements.

Page 15

FERNS GROUP LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2024


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 June 2022
25,101
-
-
25,101


Comprehensive income for the year

Profit for the year
-
-
-
-



At 1 June 2023
25,101
-
-
25,101


Comprehensive income for the year

Profit for the year
-
-
1,379,370
1,379,370

Shares issued during the year
12,899
-
-
12,899


Contributions by and distributions to owners

Dividends paid
-
-
(98,593)
(98,593)

Shares issued during the year
-
15,000
-
15,000


At 31 May 2024
38,000
15,000
1,280,777
1,333,777


The notes on pages 20 to 40 form part of these financial statements.

Page 16

FERNS GROUP LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MAY 2024

2024
As Restated 2023
£
£

Cash flows from operating activities

Profit for the financial year
2,806,462
2,982,897

Adjustments for:

Depreciation of tangible assets
4,136,217
2,708,589

Loss on disposal of tangible assets
(1,239,466)
(738,995)

Interest paid
649,579
488,470

Interest received
(40,272)
(42,156)

Taxation charge
1,383,206
(129,027)

(Increase) in stocks
(89,966)
(160,012)

(Increase) in debtors
(3,434,876)
(4,594,600)

Decrease in amounts owed by directors
333,354
304,391

Decrease/(increase) in amounts owed by companies under common control
898,762
(531,457)

Increase in creditors
2,020,702
3,400,877

Increase in amounts owed to companies under common control
178,616
824,410

(Decrease)/increase in provisions
(204,788)
290,103

Corporation tax (paid)
(215,104)
(115,091)

Net cash generated from operating activities

7,182,426
4,688,399


Cash flows from investing activities

Purchase of tangible fixed assets
(643,380)
(3,133,090)

Sale of tangible fixed assets
3,503,687
1,269,055

Purchase of unlisted and other investments
(19,851)
-

Interest received
40,272
42,156

Net cash from investing activities

2,880,728
(1,821,879)
Page 17

FERNS GROUP LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024


2024
2023

£
£



Cash flows from financing activities

Issue of ordinary shares
27,899
-

Receipts from new bank loans
-
2,400,000

Repayment of loans
(384,000)
(354,000)

Repayment of finance leases
(6,065,662)
(4,472,546)

Dividends paid
(98,593)
-

Interest paid
(233,197)
(154,004)

HP interest paid
(416,381)
(334,466)

Net cash used in financing activities
(7,169,934)
(2,915,016)

Net increase/(decrease) in cash and cash equivalents
2,893,220
(48,496)

Cash and cash equivalents at beginning of year
(29,883)
18,613

Cash and cash equivalents at the end of year
2,863,337
(29,883)


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
2,863,337
174,824

Bank overdrafts
-
(204,707)

2,863,337
(29,883)


The notes on pages 20 to 40 form part of these financial statements.

Page 18

FERNS GROUP LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MAY 2024






At 1 June 2023
Cash flows
New finance leases
Bank loans
At 31 May 2024
£

£

£

£

£

Cash at bank and in hand

-

2,863,337

-

-

2,863,337

Bank overdrafts

(29,883)

29,883

-

-

-

Debt due after 1 year

(2,626,667)

-

-

384,000

(2,242,667)

Debt due within 1 year

(384,000)

-

-

-

(384,000)

Finance leases

(7,186,623)

6,065,662

(9,688,382)

-

(10,809,343)


(10,227,173)
8,958,882
(9,688,382)
384,000
(10,572,673)

The notes on pages 20 to 40 form part of these financial statements.

Page 19

FERNS GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

1.


General information

Ferns Group Limited ("the Company") is a private company limited by shares and incorporated and domiciled in England and Wales. The Company's registered office and principal place of business is Tutsham Farm, West Farleigh, Maidstone, Kent, ME15 0NE.
The Company's principal activity is that of a holding company and the principal activities of its subsidiaries are back filling and reinstatement, gas mains installation, specialist drilling repair,   maintenance and replacement.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
Monetary amounts in these financial statements are stated in pounds Sterling and are rounded to the nearest whole £1, except where otherwise stated.  

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
As explained in note 14, a company has been included in the consolidated accounts by virtue of control.

Page 20

FERNS GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)

 
2.3

Going concern

The Group reported a profit before tax of £4.2m for the year and held net assets of £20.1m at 31 May 2024. Cash held at the balance sheet was £2.9m (2023: £0.2m). The Group continues to focus on capital investment to support growth and the directors regularly monitor cash and cash flow forecasts.
The directors have made their assessment of whether the Group is a going concern using all available information including management accounts and cash flow forecasts which covered a period of more than 12 months from the date of approval of these financial statements.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue is recognised in the period the work is carried out and the Group has a reasonable expectation of receiving payment. Due to the nature of the contracts the Group is issued with subcontract payment certificates or self bill invoices by the customer, therefore any sales that have been recognised in the financial statements for which payment has not been received and an invoice was not raised by the balance sheet date are recorded as accrued income.
Revenue from the rendering of services and long term contracts is recognised by reference to the stage of completion at the end of the reporting period. This is measured by the proportion of the costs incurred for work performed to date compared to the estimated total costs of the contract.
Where a counterparty agrees to be invoiced on a cost plus basis, revenue is calculated by applying an agreed margin to the allowable costs incurred on that particular contract. Revenue is recognised in line with the contract criteria above.

 
2.5

Operating leases: the Group as lessor

Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.

Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 21

FERNS GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)

 
2.7

Interest income

Interest income is recognised in the Consolidated statement of comprehensive income using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

 Borrowing costs

All borrowing costs are recognised in the Consolidated statement of comprehensive income in the year in which they are incurred.

 
2.10

 Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 22

FERNS GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)

 
2.11

 Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.12

 Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Page 23

FERNS GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)


2.12
 Tangible fixed assets (continued)

Land is not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property
-
2%
straight line or 10% straight line
Long-term leasehold property
-
25%
straight line
Plant, machinery & commercial vehicles
-
10%
to 33% straight line
Motor vehicles
-
25%
or 20% straight line
Fixtures and fittings
-
10%
to 20% straight line
Office equipment
-
20%
straight line
Computer equipment
-
33%
straight line

Plant, machinery & commercial vehicles includes a helicopter which is depreciated straight line over 10 years after including a residual value.
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.13

 Investment property

Investment property is carried at fair value determined annually by the directors or an independent valuer and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No  depreciation is provided. Changes in fair value are recognised in the Consolidated statement of comprehensive income.

 
2.14

 Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.
Other investments held as fixed assets are shown at cost less provision for impairment. 

 
2.15

 Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Consolidated statement of comprehensive income.

Page 24

FERNS GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)

 
2.16

 Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.17

 Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.18

 Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.19

 Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance sheet.


 
2.20

 Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

 
2.21

 Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 25

FERNS GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Accrued income
In relation to the measurement and recognition of accrued  income, the Group has control and review procedures in place to monitor and evaluate the estimates being made to ensure they are consistent and appropriate. This includes reviewing costs applied to work completed before the year-end for services which are not invoiced until after the year-end.
The Group also estimates stage of completion on long term contracts by reference to the costs incurred to the year-end as a proportion of the total costs expected to be incurred. The Company has control and review procedures in place to monitor and evaluate the estimates being made to ensure that they are consistent and appropriate.
The carrying value of the accrued income at the year end is £6,763,274 (2023: £3,940,031).
Provisions
In assessing the provision to be made for potential costs against future s74 penalties, management will consider the likelihood of fines occurring in the future in relation to past work. These penalities arise from the late re-opening of roads and pathways where work has been carried out by the Group. The provision is calculated on a risk basis, taking into account historic s74 penalties incurred and knowledge of the contractor. The carrying value of the provision is £137,520 (2023: £342,308).
Investment property valuation
Investment properties are stated at fair value. The fair value of investment properties is estimated based on the price that would be received when selling an asset in an orderly transaction between marketplace participants at the measurement date. Multiple valuation techniques may be considered when measuring the fair value of the investment property. The carrying value of investment property is £1,533,500 (2023: £1,533,500).
Retention debtors
Included within trade debtors are retention balances where delayed payment terms have been agreed with customers for a proportion of completed projects. The value of retentions at 31 May 2024 totalled £1,642,020 (2023: £1,579,691), with £1,349,144 (2023: £830,108) being shown as due within one year and £292,876 (2023: £749,583) being shown as due after more than one year. The directors have assessed the outstanding amounts at the year-end and consider the balances fully recoverable.
Bad debt provision
Management consider the potentially bad debts and provide for the amounts which are not expected to be received, based on their knowledge and communication with the customer. The amount provided for bad debts totals £1,720,907 (2023: £1,734,819).


4.


Turnover

The whole of the turnover is attributable to the Group's principal activities, being road surfacing and repair or gas main installation and associated services. 

All turnover arose within the United Kingdom.

Page 26

FERNS GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

5.


Other operating income

2024
2023
£
£

Rent receivable
83,675
83,943



6.


Operating profit

The operating profit is stated after charging/(crediting):

2024
2023
£
£

Depreciation of tangible fixed assets owned by the Group
1,717,029
1,448,910

Depreciation of tangible fixed assets held under hire purchase
2,419,588
1,259,679

(Profit) on disposal of tangible assets
(1,239,466)
(739,005)

Other operating lease rentals
625,154
1,238,628

Defined contribution pension costs
228,160
188,436


7.


Auditors' remuneration

During the year, the Group obtained the following services from the Group's auditors:


2024
2023
£
£

Fees payable to the Group's auditors for the audit of the Group's annual financial statements
79,225
67,000

Fees payable to the Group's auditors in respect of non-audit services
29,781
10,510

Page 27

FERNS GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Wages and salaries
11,755,288
10,323,834
-
-

Social security costs
1,430,378
1,179,435
-
-

Cost of defined contribution scheme
228,160
192,047
-
-

13,413,826
11,695,316
-
-


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Construction
131
114



Administration
116
88



Directors
2
1

249
203


9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
678,101
217,771

Group contributions to defined contribution pension schemes
6,165
-

684,266
217,771


The highest paid director received remuneration of £291,623 (2023 - £243,310).


10.


Interest payable and similar expenses

2024
2023 as restated
£
£


Bank interest payable
230,163
139,290

Finance leases and hire purchase contracts
416,382
196,599

Other interest payable
3,034
14,714

649,579
350,603

Page 28

FERNS GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

11.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
8,744
-

Adjustments in respect of previous periods
206,360
-


Deferred tax


Origination and reversal of timing differences
1,168,102
(129,027)


Taxation on profit/(loss) on ordinary activities
1,383,206
(129,027)

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 20%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
4,189,668
2,853,870


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 20%)
1,047,417
570,852

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
141,699
37,740

Capital gains
34,625
3,089

Other differences leading to an increase (decrease) in the tax charge
(256,041)
(818,282)

Unrelieved tax losses carried forward
415,506
77,574

Total tax charge for the year
1,383,206
(129,027)

Page 29

FERNS GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024
 
11.Taxation (continued)


Factors that may affect future tax charges

The Group has trading losses of £9,406,146 (2023: £9,025,152) available to offset against future trading profits of the subsidiary companies Forefront Utilities Limited and Ferns Surfacing Limited. A deferred tax asset has been recognised for these tax losses, as detailed in note 23.


12.


Dividends

2024
2023
£
£


Dividends
98,593
-


13.


Tangible fixed assets

Group






Freehold property
Long-term leasehold property
Plant, machinery & commercial vehicles
Motor vehicles
Fixtures and fittings

£
£
£
£
£



Cost or valuation


At 1 June 2023
4,977,342
726,787
22,241,473
1,167,796
622,241


Additions
-
54,000
9,578,626
679,314
-


Disposals
-
-
(3,008,781)
(80,581)
-



At 31 May 2024

4,977,342
780,787
28,811,318
1,766,529
622,241



Depreciation


At 1 June 2023
-
427,177
10,746,661
655,748
410,630


Charge for the year on owned assets
27,035
153,776
1,347,003
145,905
38,071


Charge for the year on financed assets
-
-
2,302,899
116,689
-


Disposals
-
-
(766,384)
(58,757)
-



At 31 May 2024

27,035
580,953
13,630,179
859,585
448,701



Net book value



At 31 May 2024
4,950,307
199,834
15,181,139
906,944
173,540



At 31 May 2023
4,977,342
299,610
11,494,812
512,048
211,611
Page 30

FERNS GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

           13.Tangible fixed assets (continued)


Office equipment
Computer equipment
Total

£
£
£



Cost or valuation


At 1 June 2023
206,405
131,090
30,073,134


Additions
19,822
-
10,331,762


Disposals
-
-
(3,089,362)



At 31 May 2024

226,227
131,090
37,315,534



Depreciation


At 1 June 2023
195,812
131,090
12,567,118


Charge for the year on owned assets
4,839
-
1,716,629


Charge for the year on financed assets
-
-
2,419,588


Disposals
-
-
(825,141)



At 31 May 2024

200,651
131,090
15,878,194



Net book value



At 31 May 2024
25,576
-
21,437,340



At 31 May 2023
10,593
-
17,506,016

Included within freehold property there are both land and buildings. The land has a carrying amount of £3,570,730 (2023: £3,570,730) and is not depreciated.

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2024
2023
£
£



Plant and machinery
12,896,384
7,025,049

Motor vehicles
727,691
600,397

13,624,075
7,625,446

Page 31

FERNS GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

14.


Fixed asset investments

Group





Unlisted investments

£



Cost or valuation


At 1 June 2023
46,878


Additions
19,850



At 31 May 2024
66,728




Company





Investments in subsidiary companies

£



Cost or valuation


At 1 June 2023
25,001


Additions
1,281,138



At 31 May 2024
1,306,139




Page 32

FERNS GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Ferns Utilities Limited
Tutsham Farm, West Farleigh, Maidstone, Kent, ME15 0NE
Ordinary
100%
Ferns Surfacing Limited
Tutsham Farm, West Farleigh, Maidstone, Kent, ME15 0NE
Ordinary
100%
Forefront Group Limited
Tutsham Farm, West Farleigh, Maidstone, Kent, ME15 0NE
Ordinary
100%
Forefront Utilities Limited
Tutsham Farm, West Farleigh, Maidstone, Kent, ME15 0NE
Ordinary
100%
BPE Specialised Drillings Limited
Tutsham Farm, West Farleigh, Maidstone, Kent, ME15 0NE
Ordinary
100%
Ferns TM Limited
Tutsham Farm, West Farleigh, Maidstone, Kent, ME15 0NE
Ordinary
0%

The following subsidiary is exempt from the requirement of the Companies Act 2006 relating to the audit of the individual financial statements by virtue of section 479: Ferns TM Limited.
Ferns TM Limited has been consolidated within these accounts as a direct subsidiary undertaking. Whilst the share capital owned is 0% at the balance sheet date, this has been considered a subsidiary by virtue of control, with the share capital becoming owned by Ferns Group Limited after the balance sheet date.


15.


Investment property

Group


Freehold investment property

£



Valuation


At 1 June 2023
1,533,500



At 31 May 2024
1,533,500

The 2024 valuations were made by the directors, supported by an independent valuation in October 2024, on an open market value for existing use basis.






Page 33

FERNS GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

16.


Stocks

Group
Group
2024
2023
£
£

Finished goods
169,419
127,445

Raw materials and consumables
155,241
107,249



17.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due after more than one year

Trade debtors
292,876
749,583
-
-

Deferred tax asset
-
325,352
-
-

292,876
1,074,935
-
-


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due within one year

Trade debtors
9,671,585
9,764,557
-
-

Provision for bad debts
(1,720,907)
(1,734,819)
-
-

Amounts owed by companies under common control
4,329,490
5,561,606
-
-

Other debtors
1,468,630
427,528
-
-

Directors' loan account
1,650,226
1,976,678
6,899
-

Prepayments
1,517,999
1,062,009
-
-

Accrued income
6,763,274
3,940,031
-
-

Tax recoverable
484,248
713,847
-
-

Deferred tax asset
-
131,767
-
-

24,164,545
21,843,204
6,899
-



18.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
2,863,337
174,824
20,740
100

Less: bank overdrafts
-
(204,707)
-
-

2,863,337
(29,883)
20,740
100


Page 34

FERNS GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank overdrafts
-
204,707
-
-

Bank loans
384,000
384,000
-
-

Trade creditors
9,067,617
7,503,425
-
-

Amounts owed to group undertakings
-
-
1
-

Amounts owed to companies under common control
1,993,798
1,815,182
-
-

Corporation tax
10,034
1,290
-
-

Other taxation and social security
2,095,284
1,580,029
-
-

Obligations under finance lease and hire purchase contracts
5,079,643
3,210,768
-
-

Other creditors
880,947
614,173
-
-

Accruals and deferred income
2,204,207
2,731,563
-
-

21,715,530
18,045,137
1
-


The hire purchase and finance leases are secured by way of a charge over the asset to which the lease relates, being items of plant, machinery and commercial vehicles.
The bank loans are secured over the freehold property of the Group and there is also a personal guarantee given to Handelsbanken by a director, for a limited liability of £500,000.


20.


Creditors: Amounts falling due after more than one year

Group
Group
2024
2023
£
£

Bank loans
2,242,667
2,626,667

Net obligations under finance leases and hire purchase contracts
5,729,700
3,975,855

Other creditors
-
13,267

7,972,367
6,615,789


The hire purchase and finance leases are secured by way of a charge over the asset to which the lease relates, being items of plant, machinery and commercial vehicles.
The bank loans are secured over the freehold property of the Group and there is also a personal guarantee given to Handelsbanken by a director, for a limited liability of £500,000.

Page 35

FERNS GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

21.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2024
2023
£
£

Amounts falling due within one year

Bank loans
384,000
384,000

Amounts falling due 1-2 years

Bank loans
402,667
626,667

Amounts falling due 2-5 years

Bank loans
1,840,000
2,000,000


2,626,667
3,010,667


The bank loans are secured over the freehold property of the Group and there is also a personal guarantee given to Handelsbanken by a director, for a limited liability of £500,000.


22.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2024
2023
£
£

Within one year
5,079,644
3,210,768

Between 1-5 years
5,729,700
3,975,855

10,809,344
7,186,623

The hire purchase and finance leases are secured by way of a charge over the asset to which the lease
relates, being items of plant, machinery and commercial vehicles.

Page 36

FERNS GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

23.


Deferred taxation


Group



2024


£






At beginning of year
457,119


Charged to profit or loss
(1,168,102)



At end of year
(710,983)






Group
Group
2024
2023
£
£

Accelerated capital allowances
(3,013,795)
(1,642,420)

Tax losses carried forward
2,411,307
2,209,483

Pension surplus
6,726
5,276

Unrealised capital allowances
(115,221)
(115,220)

(710,983)
457,119


24.


Provisions


Group



Section 74 provision

£





At 1 June 2023
342,308


Charged to profit or loss
(204,788)



At 31 May 2024
137,520

Page 37

FERNS GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

25.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



Nil (2023 - 25,101) Ordinary shares of £1.00 each
-
25,101
2,850,000 (2023 - ) Ordinary A shares of £0.01 each
28,500
-
800,000 (2023 - ) Ordinary B shares of £0.01 each
8,000
-
150,000 (2023 - ) Ordinary C shares of £0.01 each
1,500
-

38,000

25,101


On 19 June 2023, 800,000 Ordinary B shares of a nominal value of £0.01 were issued.
On 19 June 2023, 489,900 Ordinary A shares of a nominal value of £0.01 were issued.
On 4 August 2023, 25,101 Ordinary shares of a nominal value of £1 were redenominated as 2,510,100 Ordinary A shares of a nominal value of £0.01.
On 3 January 2024, 150,000 Ordinary A shares of a nominal value of £0.01 were redesignated as 150,000 Ordinary C shares of a nominal value of £0.01.


26.


Reserves

Share premium account

The cumulative premiums recieved on issue of share capital.

Fair value reserve

The cumulative revaluation gains and losses in respect of the valuation of the investment property.

Profit and loss account

The cumulative profit and loss, net of distribution to owners.


27.


Capital commitments

The Group had capital commitments at the year end of £1,318,829 (2023: £Nil).





Page 38

FERNS GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

28.


Commitments under operating leases as lessee

At 31 May 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group

Group
2024
2023
£
£

Not later than 1 year
2,168,508
2,281,437

Later than 1 year and not later than 5 years
3,093,862
1,778,870

5,262,370
4,060,307

29.


Commitments under operating leases due as lessor

Group
2024
Group
2023
£
£



Not later than 1 year
36,250
82,500

Later than 1 year and not later than 5 years
71,679
107,823

107,929
190,323


30.


Group restructure

During the year ended 31 May 2024, the Group undertook a restructure, involving the changing of ownership of several subsidiaries within the Group, so as to bring all subsidiaries within the Group under the ownership of Ferns Group Limited. There were no new entities brought into the Group through this restructure, nor entities exiting the Group.

Page 39

FERNS GROUP LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

31.


Related party transactions

At the year end, included within debtors are amounts owed to the Group by connected companies of £4,329,490 (2023: £5,561,606).
At the year end, included within creditors are amounts owed by the Group to connected companies of £1,994,957 (2023: £1,804,927).
During the year, the Group made sales of £1,064,595 (2023: £732,471) to connected companies.
During the year, the Group made purchases of £5,839,870 (2023: £4,159,019) from connected companies.
During the year, the Group received management charges of £935,417 (2023: £552,000) from connected companies.
Key management personnel
The remuneration of key management personnel, including directors, is £1,100,779 (2023: £886,598). The key management personnel are considered to be the senior management team.


32.


Transactions with directors

In the current year, included within debtors, is a loan due from the director to the Group. The loan is repayable on demand. Interest has been charged in accordance with HMRC official rates. The movements during the year were as follows:

Group
2024
Group
2023
        £
        £

Balance brought forward at 1 June

1,976,680

2,281,069

Amounts advanced

30,563

752,473

Amounts repaid

(404,189)

(1,099,018)

Interest charged

40,272

42,156

Balance carried forward at 31 May

1,643,326

1,976,680



33.


Controlling party

The ultimate controlling party is I. D. Fern by virtue of his shareholding. 

Page 40