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Registration number: 15402358

St Johns Country Stores Limited

Annual Report and Consolidated Financial Statements

for the Period from 10 January 2024 to 30 September 2024

 

St Johns Country Stores Limited

Contents

Company Information

1

Strategic Report

2

Directors' Report

3 to 4

Statement of Directors' Responsibilities

3

Independent Auditor's Report

5 to 8

Consolidated Profit and Loss Account

9

Consolidated Statement of Comprehensive Income

10

Consolidated Balance Sheet

11

Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Statement of Changes in Equity

14

Consolidated Statement of Cash Flows

15

Notes to the Financial Statements

16 to 34

 

St Johns Country Stores Limited

Company Information

Directors

Mr Jason Mellett

Mr Nicholas Oliver

Mr Mark Toon

Registered office

St. John's Garden Centre
St. John's Lane
Barnstaple
Devon
EX32 9DD

Auditors

Glover Stanbury
30 Bear Street
BARNSTAPLE
Devon
EX32 7DD

 

St Johns Country Stores Limited

Strategic Report for the period from 10 January 2024 to 30 September 2024

The directors present their strategic report for the period from 10 January 2024 to 30 September 2024.

Principal activity

The principal activity of the group is growing and selling plants, horticultural products and related goods.

Fair review of the business

During the period, the company acquired the entire ordinary share capital of St. John’s Nurseries (North Devon) Limited via a management buyout on 28 March 2024 and St Johns Country Stores Limited was formed to be the vehicle for this aquisition.

The group turnover for the period is £4,118,256. This has resulted in the profit before tax of £795,201 for the group.

The group consolidated balance sheet refelcts a deficit of £893,922 at the end of the year. This deficit of £893,922 has primarily arisen due to the deferred tax liability that would arise should the tangible fixed assets be realised at their fair value. There are no plans for such disposals to arise and this short term deficit is predicted to be eliminated as the debt gearing level is reduced.

The group's key financial and other performance indicators during the period were as follows:

Financial KPIs

Unit

2024

Gross Profit Margin

%

61

Principal risks and uncertainties

The demand for the garden centre products is affected by several factors, including consumers’ disposable income, fashion trends, seasonality and the weather.

In addition, the pandemic and associated events, represents a significant risk for the operations of the business. The trading results over the 2024 year despite this are a testament to the robust nature of the business and management will continue to ensure the viability of the business by maintaining a very strict control on employee and overhead cost.

Approved by the Board on 5 March 2025 and signed on its behalf by:


Mr Jason Mellett
Director

 

St Johns Country Stores Limited

Directors' Report for the Period from 10 January 2024 to 30 September 2024

The directors present their report and the for the period from 10 January 2024 to 30 September 2024.

Incorporation

The company was incorporated on 10 January 2024.

Directors of the group

The directors who held office during the period were as follows:

Mr Jason Mellett (appointed 10 January 2024)

Mr Nicholas Oliver (appointed 28 March 2024)

Mr Mark Toon (appointed 10 January 2024)


Directors' responsibilities

The directors acknowledge their responsibilities 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 the company 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 and 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; and

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

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

Future developments

The group will continue to look for further opportunities to enhance the profitability of the current Garden Centres and ancillary businesses.

 

St Johns Country Stores Limited

Directors' Report for the Period from 10 January 2024 to 30 September 2024

Going concern

The group accounts have been prepared on a going concern basis despite the consolidated accounts reflecting a deficit of £893,922 primarily arisen due to the deferred tax liability that would arise if the tangible fixed assets were realised at fair value. However there is no intention by the Directors for which such realisation to occur within the next 12 months.

Financial instruments

Objectives and policies

The business' principal financial instruments comprise bank balances, trade debtors, trade creditors, bank loans, loans to related parties and finance lease agreements. The main purpose of these instruments is to finance the business' operations.

Price risk, credit risk, liquidity risk and cash flow risk

In respect of bank balances, the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits. The amounts presented in the balance sheet are net of allowances for doubtful debtors. Trade creditors' liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Approved by the Board on 5 March 2025 and signed on its behalf by:


Mr Jason Mellett
Director

 

St Johns Country Stores Limited

Independent Auditor's Report to the Members of St Johns Country Stores Limited

Opinion

We have audited the financial statements of St Johns Country Stores Limited (the 'parent company') and its subsidiaries (the 'group') for the period from 10 January 2024 to 30 September 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the group's and the parent company's affairs as at 30 September 2024 and of the group's profit for the period 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 auditor 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 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 director's 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

 

St Johns Country Stores Limited

Independent Auditor's Report to the Members of St Johns Country Stores Limited

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 the audit:

the information given in the Strategic Report and Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and 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 our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities [set out on page 3], the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

 

St Johns Country Stores Limited

Independent Auditor's Report to the Members of St Johns Country Stores Limited

Auditor 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including
fraud and non-compliance with laws and regulations, we considered the following:
1. The nature of the industry and sector, control environment and business performance;
2. results of our enquiries of management about their own identification and assessment of the risks
of irregularities;
3. any matters we identified having obtained and reviewed the company’s documentation of their
policies and procedures relating to:
- identifying, evaluating and complying with laws and regulations and whether they were aware of
any instances of non-compliance;
- detecting and responding to the risks of fraud and whether they have knowledge of any actual,
suspected or alleged fraud;
- the internal controls established to mitigate risks of fraud or non-compliance with laws and
regulations;
4. the matters discussed among the audit engagement team regarding how and where fraud might
occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in income. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, UK corporate governance legislation and UK tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.

Audit response to risks identified
As a result of performing the above, we have not identified any contradictory evidence during our
enquiries.

 

St Johns Country Stores Limited

Independent Auditor's Report to the Members of St Johns Country Stores Limited

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 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.





Nigel Bennett FCA (Senior Statutory Auditor)
For and on behalf of Glover Stanbury, Statutory Auditor

30 Bear Street
BARNSTAPLE
Devon
EX32 7DD

5 March 2025

 

St Johns Country Stores Limited

Consolidated Profit and Loss Account for the Period from 10 January 2024 to 30 September 2024

Note

2024
£

Turnover

3

4,118,256

Cost of sales

 

(1,609,599)

Gross profit

 

2,508,657

Distribution costs

 

(102,083)

Administrative expenses

 

(1,442,324)

Operating profit

5

964,250

Other interest receivable and similar income

6

11,570

Interest payable and similar expenses

7

(180,619)

   

(169,049)

Profit before tax

 

795,201

Tax on profit

11

(51,004)

Profit for the financial period

 

744,197

Profit/(loss) attributable to:

 

Owners of the company

 

744,197

The above results were derived from continuing operations.

 

St Johns Country Stores Limited

Consolidated Statement of Comprehensive Income for the Period from 10 January 2024 to 30 September 2024

2024
£

Profit for the period

744,197

Deferred tax recognised on remeasuring fixed assets to fair value on aquisition of subsidiary company

(1,590,913)

Total comprehensive income for the period

(846,716)

Total comprehensive income attributable to:

Owners of the company

(846,716)

 

St Johns Country Stores Limited

(Registration number: 15402358)
Consolidated Balance Sheet as at 30 September 2024

Note

2024
£

Fixed Assets

 

Tangible Assets

13

7,598,741

Current assets

 

Stocks

16

1,221,079

Debtors

17

236,312

Cash at bank and in hand

18

1,413,263

 

2,870,654

Creditors: Amounts falling due within one year

19

(1,338,948)

Net current assets

 

1,531,706

Total assets less current liabilities

 

9,130,447

Creditors: Amounts falling due after more than one year

19

(8,341,916)

Provisions for liabilities

20

(1,682,453)

Net liabilities

 

(893,922)

Capital and Reserves

 

Called up share capital

22

100

Retained Earnings

(894,022)

Equity attributable to owners of the company

 

(893,922)

Shareholders' deficit

 

(893,922)

Approved and authorised for issue by the Board on 5 March 2025 and signed on its behalf by:
 


Mr Jason Mellett

Director

 

St Johns Country Stores Limited

(Registration number: 15402358)
Balance Sheet as at 30 September 2024

Note

2024
£

Fixed Assets

 

Investments

14

11,017,043

Current assets

 

Cash at bank and in hand

 

24

Creditors: Amounts falling due within one year

19

(2,583,916)

Net current liabilities

 

(2,583,892)

Total assets less current liabilities

 

8,433,151

Creditors: Amounts falling due after more than one year

19

(8,328,014)

Net assets

 

105,137

Capital and Reserves

 

Called up share capital

22

100

Retained Earnings

105,037

Shareholders' funds

 

105,137

The company made a profit after tax for the financial period of £152,343.

Approved and authorised for issue by the Board on 5 March 2025 and signed on its behalf by:
 


Mr Jason Mellett

Director

 

St Johns Country Stores Limited

Consolidated Statement of Changes in Equity for the Period from 10 January 2024 to 30 September 2024
Equity attributable to the parent company

Share capital
£

Retained Earnings
£

Total
£

Total equity
£

Profit for the period

-

744,197

744,197

744,197

Other comprehensive income

-

(1,590,913)

(1,590,913)

(1,590,913)

Total comprehensive income

-

(846,716)

(846,716)

(846,716)

Dividends

-

(47,306)

(47,306)

(47,306)

New share capital subscribed

100

-

100

100

At 30 September 2024

100

(894,022)

(893,922)

(893,922)

 

St Johns Country Stores Limited

Statement of Changes in Equity for the Period from 10 January 2024 to 30 September 2024

Share capital
£

Retained Earnings
£

Total
£

Profit for the period

-

152,343

152,343

Dividends

-

(47,306)

(47,306)

New share capital subscribed

100

-

100

At 30 September 2024

100

105,037

105,137

 

St Johns Country Stores Limited

Consolidated Statement of Cash Flows for the Period from 10 January 2024 to 30 September 2024

Note

2024
£

Cash flows from operating activities

Profit for the period

 

744,197

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

5

(3,017)

Loss on disposal of tangible assets

4

1,048

Finance income

6

(11,570)

Finance costs

7

180,619

Income tax expense

11

51,004

 

962,281

Working capital adjustments

 

Decrease in stocks

16

164,415

Increase in trade debtors

17

(88,451)

Decrease in trade creditors

19

(272,314)

Cash generated from operations

 

765,931

Income taxes paid

11

(122,542)

Net cash flow from operating activities

 

643,389

Cash flows from investing activities

 

Interest received

11,570

Acquisitions of tangible assets

(48,404)

Proceeds from sale of tangible assets

 

5,500

Acquisition of subsidiary company

(7,607,693)

Net cash flows from investing activities

 

(7,639,027)

Cash flows from financing activities

 

Interest paid

7

(180,619)

Proceeds from issue of ordinary shares, net of issue costs

 

100

Proceeds from bank borrowing draw downs

 

6,000,000

Repayment of bank borrowing

 

(96,995)

Proceeds from issue of convertible debt, net of issue costs

 

2,735,000

Payments to finance lease creditors

 

(1,279)

Dividends paid

(47,306)

Net cash flows from financing activities

 

8,408,901

Net increase in cash and cash equivalents

 

1,413,263

Cash and cash equivalents at 30 September

 

1,413,263

 

St Johns Country Stores Limited

Notes to the Financial Statements for the Period from 10 January 2024 to 30 September 2024

1

General information

The company is a private company limited by share capital, incorporated in England.

These financial statements present the results of the St. John's Group. A shoter period of accounts has been prepared in order to bring the year end of the group in line with the subsidary company.

The address of its registered office is:
St. John's Garden Centre
St. John's Lane
Barnstaple
Devon
EX32 9DD
United Kingdom

These financial statements were authorised for issue by the Board on 5 March 2025.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

All amounts are in £'s.

Summary of disclosure exemptions

The parent company, as a qualifying entity, has taken advantage of the disclosure exemptions under FRS102 paragraph 1.12 not to include a statement of cashflows, nor disclosure of key management personnel compensation. .

Going concern

The financial statements have been prepared on a going concern basis.

 

St Johns Country Stores Limited

Notes to the Financial Statements for the Period from 10 January 2024 to 30 September 2024

Judgements

There are no judgements which management have made in the process of applying the accounting policies.

Key sources of estimation uncertainty

There are no key sources of estimation uncertainty that have a significant risk of causing a material adjustment to assets and liabilities to be disclosed.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 September 2024.

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

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

 

St Johns Country Stores Limited

Notes to the Financial Statements for the Period from 10 January 2024 to 30 September 2024

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company.

The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.

Tax

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

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible Assets

Tangible Assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

 

St Johns Country Stores Limited

Notes to the Financial Statements for the Period from 10 January 2024 to 30 September 2024

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Land and buildings

2% per annum on cost of buildings (no depreciation on land)

Tenant's improvements

4.55% per annum (22 years) on cost

Plant and machinery

15% per annum on written down value

Fixtures, fittings and equipment

15% per annum on written down value

Motor vehicles

25% per annum on cost

Office equipment

25% per annum on written down value

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Negative goodwill

Negative Goodwill will be fully written off in the year of acquistion.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

Written off fully in year of acquistion

 

St Johns Country Stores Limited

Notes to the Financial Statements for the Period from 10 January 2024 to 30 September 2024

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.


Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade Debtors

Trade Debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade Debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Trade Creditors

Trade Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade Creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

 

St Johns Country Stores Limited

Notes to the Financial Statements for the Period from 10 January 2024 to 30 September 2024

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Profit and Loss Account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease. Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.

Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.

Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

St Johns Country Stores Limited

Notes to the Financial Statements for the Period from 10 January 2024 to 30 September 2024

Financial instruments

Classification
Basic financial assets include trade and other debtors, cash and bank balances. Basic financial liabilities include trade and other payables, bank loans and preference shares that are classified as debt.
 Recognition and measurement
Basic financial assets are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method. Other debtors are classified as current assets if payment is due within one year or less and are initially recorded at transaction price and subsequently measured at the undiscounted amount of the cash expected to be received. Trade debtors are referred to above.

Basic financial liabilities are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Other creditors are classified as current liabilities if payment is due within one year or less and are recognised initially at transaction price and subsequently measured at the undiscounted amount of the cash expected to be paid. If not, they are presented as non-current liabilities and are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. Trade creditors and leases are referred to above.

 Impairment
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

3

Turnover

The analysis of the group's Turnover for the period from continuing operations is as follows:

2024
£

Sale of goods

4,041,194

Rendering of services

5,995

Rental income from investment property

71,067

4,118,256

 

St Johns Country Stores Limited

Notes to the Financial Statements for the Period from 10 January 2024 to 30 September 2024

4

Other gains and losses

The analysis of the group's other gains and losses for the period is as follows:

2024
£

Loss on disposal of Tangible Assets

(1,048)

5

Operating profit

Arrived at after charging/(crediting)

2024
£

Depreciation expense

71,820

Amortisation

(74,837)

Operating lease expense - plant and machinery

16,029

Loss on disposal of property, plant and equipment

1,048

6

Other interest receivable and similar income

2024
£

Interest income on bank deposits

11,455

Other finance income

115

11,570

7

Interest payable and similar expenses

2024
£

Interest on bank overdrafts and borrowings

180,619

8

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2024
£

Wages and salaries

1,001,790

Social security costs

71,612

Pension costs, defined contribution scheme

29,622

Other employee expense

11,861

1,114,885

 

St Johns Country Stores Limited

Notes to the Financial Statements for the Period from 10 January 2024 to 30 September 2024

The average number of persons employed by the group (including directors) during the period, analysed by category was as follows:

2024
No.

Landscape, maintenance & horticulture

9

Office and management

18

Selling (including part-time employees)

43

Cafe (including part-time employees)

49

119

9

Directors' remuneration

The directors' remuneration for the period was as follows:

2024
£

Remuneration

15,852

Contributions paid to money purchase schemes

211

16,063

During the period the number of directors who were receiving benefits and share incentives was as follows:

2024
No.

Accruing benefits under money purchase pension scheme

2

10

Auditors' remuneration

2024
£

Audit of these financial statements

15,000


 

 

St Johns Country Stores Limited

Notes to the Financial Statements for the Period from 10 January 2024 to 30 September 2024

11

Taxation

Tax charged/(credited) in the consolidated profit and loss account

2024
£

Current taxation

UK corporation tax

131,038

Deferred taxation

Arising from origination and reversal of timing differences

(80,034)

Tax expense in the income statement

51,004

The tax on profit before tax for the period is the same as the standard rate of corporation tax in the UK of 25%.

The differences are reconciled below:

2024
£

Profit before tax

795,201

Corporation tax at standard rate

198,799

Effect of expense not deductible in determining taxable profit (tax loss)

11,914

Tax decrease from effect of capital allowances and depreciation

(97,414)

Other tax effects for reconciliation between accounting profit and tax expense (income)

(62,295)

Total tax charge

51,004

12

Intangible assets

Group

Goodwill
 £

Total
£

Cost or valuation

Additions acquired separately

(74,837)

(74,837)

At 30 September 2024

(74,837)

(74,837)

Amortisation

Amortisation charge

(74,837)

(74,837)

At 30 September 2024

(74,837)

(74,837)

Carrying amount

At 30 September 2024

-

-

 

St Johns Country Stores Limited

Notes to the Financial Statements for the Period from 10 January 2024 to 30 September 2024

13

Tangible Assets

Group

Land and buildings
£

Tenant's Improvements
£

Fixtures and fittings
£

Plant and machinery
£

Office equipment
£

Motor vehicles
 £

Total
£

Cost or valuation

Additions

-

-

16,380

24,852

1,172

25,150

67,554

Acquired through business combinations

7,250,000

54,997

42,082

179,173

29,591

53,712

7,609,555

Disposals

-

-

-

-

-

(8,495)

(8,495)

At 30 September 2024

7,250,000

54,997

58,462

204,025

30,763

70,367

7,668,614

Depreciation

Charge for the period

26,364

7,146

3,656

15,300

3,626

15,728

71,820

Eliminated on disposal

-

-

-

-

-

(1,947)

(1,947)

At 30 September 2024

26,364

7,146

3,656

15,300

3,626

13,781

69,873

Carrying amount

At 30 September 2024

7,223,636

47,851

54,806

188,725

27,137

56,586

7,598,741

Included within the net book value of land and buildings above is £7,223,636 in respect of freehold land and buildings and £47,851 in respect of tenant's improvements.
 

 

St Johns Country Stores Limited

Notes to the Financial Statements for the Period from 10 January 2024 to 30 September 2024

Assets held under finance leases and hire purchase contracts

The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:

 

2024
£

Motor Vehicles

16,756

   

14

Investments

Company

2024
£

Investments in subsidiaries

11,017,043

Subsidiaries

£

Cost or valuation

Additions

11,017,043

Provision

Carrying amount

At 30 September 2024

11,017,043

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2024

Subsidiary undertakings

St. John's Nurseries (North Devon) Limited

St. John's Garden Centre,
St. John's Lane,
Barnstaple, Devon,
EX32 9DD

United Kingdom

Ordinary

100%

 

St Johns Country Stores Limited

Notes to the Financial Statements for the Period from 10 January 2024 to 30 September 2024

Subsidiary undertakings

St. John's Nurseries (North Devon) Limited

The principal activity of St. John's Nurseries (North Devon) Limited is growing and selling plants, horticultural products and related goods..

15

Business combinations

On 28 March 2024, St John's Country Stores Limited (Parent) acquired 100% of the issued share capital of St John's Nurseries (North Devon) Limited (Subsidary), obtaining control.

St John's Nurseries (North Devon) Limited contributed £4,118,256 revenue and £950,469 to the group's profit for the period between the date of acquisition and the Balance Sheet date.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
 

Book value
2024
£

Revaluation adjustments
2024
£

Fair value
2024
£

Assets and liabilities acquired

Financial assets

3,557,705

-

3,557,705

Stocks

1,385,000

-

1,385,000

Tangible Assets

2,834,456

4,775,099

7,609,555

Financial liabilities

(1,460,380)

-

(1,460,380)

Total identifiable assets

6,316,781

4,775,099

11,091,880

Goodwill

-

-

(74,837)

Total consideration

6,316,781

4,775,099

11,017,043

Satisfied by:

Cash

-

-

6,000,000

Debt instruments

-

-

2,735,000

Total consideration transferred

-

-

8,735,000

As negative goodwill is exceptional and the value at acquistion is low at only £74,837 being the difference between acquistion cost paid and true market value, it has been considered to be prudent to fully write down the negative goodwill in the year of acquistion in the profit or loss within the group accounts. The carried forward amount of Goodwill at the year end is thus £Nil.

 

St Johns Country Stores Limited

Notes to the Financial Statements for the Period from 10 January 2024 to 30 September 2024

16

Stocks

 

Group

Company

2024
£

2024
£

Other inventories

1,221,079

-

Group

17

Debtors

 

Group

Company

Current

2024
£

2024
£

Trade Debtors

175,065

-

Other debtors

7,483

-

Prepayments

53,764

-

 

236,312

-

18

Cash and cash equivalents

 

Group

Company

2024
£

2024
£

Cash on hand

12,396

-

Cash at bank

1,400,867

24

1,413,263

24

 

St Johns Country Stores Limited

Notes to the Financial Statements for the Period from 10 January 2024 to 30 September 2024

19

Creditors

   

Group

Company

Note

2024
£

2024
£

Due within one year

 

Loans and borrowings

23

313,960

309,991

Directors loan accounts

 

205,900

199,900

Trade Creditors

 

349,810

-

Amounts owed to group undertakings and undertakings in which the company has a participating interest

26

-

2,074,025

Social security and VAT

 

244,094

-

Outstanding defined contribution pension costs

 

258

-

Other payables

 

67,766

-

Accruals

 

26,208

-

Corporation tax liability

11

130,952

-

 

1,338,948

2,583,916

Due after one year

 

Loans and borrowings

23

8,341,916

8,328,014

20

Provisions for liabilities

Group

Deferred tax
£

Total
£

Increase (decrease) in existing provisions

(80,034)

(80,034)

Increase (decrease) through business combinations

1,762,487

1,762,487

At 30 September 2024

1,682,453

1,682,453

 

St Johns Country Stores Limited

Notes to the Financial Statements for the Period from 10 January 2024 to 30 September 2024

21

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the group to the scheme and amounted to £29,622 ).

Contributions totalling £258 were payable to the scheme at the end of the period and are included in creditors.

22

Share capital

Allotted, called up and fully paid shares

 

2024

 

No.

£

Ordinary shares of £1 each

100

100

     

23

Loans and borrowings

 

Group

Company

2024
£

2024
£

Non-current loans and borrowings

Bank borrowings

5,753,014

5,753,014

HP and finance lease liabilities

13,902

-

Redeemable preference shares

2,575,000

2,575,000

8,341,916

8,328,014

 

Group

Company

2024
£

2024
£

Current loans and borrowings

Bank borrowings

149,991

149,991

HP and finance lease liabilities

3,969

-

Redeemable preference shares

160,000

160,000

313,960

309,991

 

St Johns Country Stores Limited

Notes to the Financial Statements for the Period from 10 January 2024 to 30 September 2024

Group

Bank borrowings

NatWest Bank Loan is denominated in pounds sterling with a nominal interest rate of 1.83% over bank base rate, and the final instalment is due on 28 March 2044. The carrying amount at period end is £5,903,005.

A debenture charge is held over all assets of the company as a secured liability.
The loan is repayable over a term of 20 years.

Other borrowings

Redeemable Preference Shares is denominated in pounds sterling with a nominal interest rate of 0.75% over the bank base rate. The carrying amount at year end is £2,735,000.

The redeemable preference shareholders are N Oliver, S Oliver, T Oliver, F Lane and M Akehurst.

Included in the loans and borrowings are the following amounts due after more than five years:

2024
£

After more than five years by instalments

7,234,623

Company

Bank borrowings

NatWest Bank Loan is denominated in pounds sterling with a nominal interest rate of 1.83% over bank base rate, and the final instalment is due on 28 March 2044. The carrying amount at period end is £5,903,005.

A debenture charge is held over all assets of the company as a secured liability.
The loan is repayable over a term of 20 years.

Other borrowings

Redeemable Preference Shares is denominated in pounds sterling with a nominal interest rate of 0.75% over bank base rate. The carrying amount at year end is £2,735,000.

The redeemable preference shareholders are N Oliver, S Oliver, T Oliver, F Lane and M Akehurst.

Included in the loans and borrowings are the following amounts due after more than five years:

2024
£

After more than five years by instalments

7,234,623

-

 

St Johns Country Stores Limited

Notes to the Financial Statements for the Period from 10 January 2024 to 30 September 2024

24

Obligations under leases and hire purchase contracts

Group

Finance leases

The total of future minimum lease payments is as follows:

2024
£

Not later than one year

3,969

Later than one year and not later than five years

13,902

17,871

Operating leases

The total of future minimum lease payments is as follows:

2024
£

Not later than one year

23,259

Later than one year and not later than five years

29,271

52,530

The amount of non-cancellable operating lease payments recognised as an expense during the period was £16,029 .

Operating leases - lessor

The total of future minimum lease payments is as follows:

2024
£

Not later than one year

70,816

Later than one year and not later than five years

96,043

166,859

Total contingent rents recognised as income in the period are £Nil.

25

Dividends

   

2024

   

£

Interim dividend of £473.06 per ordinary share

 

47,306

     
 

St Johns Country Stores Limited

Notes to the Financial Statements for the Period from 10 January 2024 to 30 September 2024

26

Related party transactions

Group

Transactions with directors

2024

At 10 January 2024
£

Advances to director
£

Repayments by director
£

At 30 September 2024
£

Mr Jason Mellett

Directors loan account - no interest charged & repayable on demand

-

106,000

(50)

105,950

         
       

Mr Mark Toon

Directors loan account - no interest charged & repayable on demand

-

100,000

(50)

99,950

         
       

 

Summary of transactions with other related parties

St. John's Pension Scheme
St. John's Nurseries (North Devon) Limited rented the Bay View site owned by St John's Pension Scheme, which is a small self administered pension scheme of which Nicholas Oliver is a trustee and member.
During the year £7,992 was charged for rent.
At the balance sheet date the amounts due to St John's Pension Scheme was £Nil.

Directors Family
During the year, remuneration was paid to the Directors spouses and children totalling £102,212.