Registration number:
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St Johns Country Stores Limited
Contents
Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Statement of Comprehensive Income |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
St Johns Country Stores Limited
Company Information
Directors |
Mr Jason Mellett Mr Nicholas Oliver Mr Mark Toon |
Registered office |
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Auditors |
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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
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
Directors of the group
The directors who held office during the period were as follows:
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
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.
For and on behalf of
30 Bear Street
Devon
EX32 7DD
St Johns Country Stores Limited
Consolidated Profit and Loss Account for the Period from 10 January 2024 to 30 September 2024
Note |
2024 |
|
Turnover |
|
|
Cost of sales |
( |
|
Gross profit |
|
|
Distribution costs |
( |
|
Administrative expenses |
( |
|
Operating profit |
|
|
Other interest receivable and similar income |
|
|
Interest payable and similar expenses |
( |
|
(169,049) |
||
Profit before tax |
|
|
Tax on profit |
( |
|
Profit for the financial period |
|
|
Profit/(loss) attributable to: |
||
Owners of the company |
|
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 |
|
Deferred tax recognised on remeasuring fixed assets to fair value on aquisition of subsidiary company |
( |
Total comprehensive income for the period |
( |
Total comprehensive income attributable to: |
|
Owners of the company |
( |
St Johns Country Stores Limited
(Registration number: 15402358)
Consolidated Balance Sheet as at 30 September 2024
Note |
2024 |
|
Fixed Assets |
||
Tangible Assets |
|
|
Current assets |
||
Stocks |
|
|
Debtors |
|
|
Cash at bank and in hand |
|
|
|
||
Creditors: Amounts falling due within one year |
( |
|
Net current assets |
|
|
Total assets less current liabilities |
|
|
Creditors: Amounts falling due after more than one year |
( |
|
Provisions for liabilities |
( |
|
Net liabilities |
( |
|
Capital and Reserves |
||
Called up share capital |
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
Mr Jason Mellett
Director
St Johns Country Stores Limited
(Registration number: 15402358)
Balance Sheet as at 30 September 2024
Note |
2024 |
|
Fixed Assets |
||
Investments |
|
|
Current assets |
||
Cash at bank and in hand |
|
|
Creditors: Amounts falling due within one year |
( |
|
Net current liabilities |
( |
|
Total assets less current liabilities |
|
|
Creditors: Amounts falling due after more than one year |
( |
|
Net assets |
|
|
Capital and Reserves |
||
Called up share capital |
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
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 |
- |
|
|
|
Other comprehensive income |
- |
( |
( |
( |
Total comprehensive income |
- |
( |
( |
( |
Dividends |
- |
( |
( |
( |
New share capital subscribed |
|
- |
|
|
At 30 September 2024 |
|
( |
( |
( |
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 |
- |
|
|
Dividends |
- |
( |
( |
New share capital subscribed |
|
- |
|
At 30 September 2024 |
|
|
|
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 |
|
|
Adjustments to cash flows from non-cash items |
||
Depreciation and amortisation |
( |
|
Loss on disposal of tangible assets |
|
|
Finance income |
( |
|
Finance costs |
|
|
Income tax expense |
|
|
|
||
Working capital adjustments |
||
Decrease in stocks |
|
|
Increase in trade debtors |
( |
|
Decrease in trade creditors |
( |
|
Cash generated from operations |
|
|
Income taxes paid |
( |
|
Net cash flow from operating activities |
|
|
Cash flows from investing activities |
||
Interest received |
|
|
Acquisitions of tangible assets |
( |
|
Proceeds from sale of tangible assets |
|
|
Acquisition of subsidiary company |
( |
|
Net cash flows from investing activities |
( |
|
Cash flows from financing activities |
||
Interest paid |
( |
|
Proceeds from issue of ordinary shares, net of issue costs |
|
|
Proceeds from bank borrowing draw downs |
|
|
Repayment of bank borrowing |
( |
|
Proceeds from issue of convertible debt, net of issue costs |
|
|
Payments to finance lease creditors |
( |
|
Dividends paid |
( |
|
Net cash flows from financing activities |
|
|
Net increase in cash and cash equivalents |
|
|
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
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:
United Kingdom
These financial statements were authorised for issue by the
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
Recognition and measurement
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
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.
Turnover |
The analysis of the group's Turnover for the period from continuing operations is as follows:
2024 |
|
Sale of goods |
|
Rendering of services |
|
Rental income from investment property |
|
|
St Johns Country Stores Limited
Notes to the Financial Statements for the Period from 10 January 2024 to 30 September 2024
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 |
( |
Operating profit |
Arrived at after charging/(crediting)
2024 |
|
Depreciation expense |
|
Amortisation |
( |
Operating lease expense - plant and machinery |
|
Loss on disposal of property, plant and equipment |
|
Other interest receivable and similar income |
2024 |
|
Interest income on bank deposits |
|
Other finance income |
|
|
Interest payable and similar expenses |
2024 |
|
Interest on bank overdrafts and borrowings |
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2024 |
|
Wages and salaries |
|
Social security costs |
|
Pension costs, defined contribution scheme |
|
Other employee expense |
|
|
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 |
|
Landscape, maintenance & horticulture |
|
Office and management |
|
Selling (including part-time employees) |
|
Cafe (including part-time employees) |
|
|
Directors' remuneration |
The directors' remuneration for the period was as follows:
2024 |
|
Remuneration |
|
Contributions paid to money purchase schemes |
|
16,063 |
During the period the number of directors who were receiving benefits and share incentives was as follows:
2024 |
|
Accruing benefits under money purchase pension scheme |
|
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
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
2024 |
|
Current taxation |
|
UK corporation tax |
|
Deferred taxation |
|
Arising from origination and reversal of timing differences |
( |
Tax expense in the income statement |
|
The tax on profit before tax for the period is the same as the standard rate of corporation tax in the UK of
The differences are reconciled below:
2024 |
|
Profit before tax |
|
Corporation tax at standard rate |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
Tax decrease from effect of capital allowances and depreciation |
( |
Other tax effects for reconciliation between accounting profit and tax expense (income) |
( |
Total tax charge |
|
Intangible assets |
Group
Goodwill |
Total |
|
Cost or valuation |
||
Additions acquired separately |
( |
( |
At 30 September 2024 |
( |
( |
Amortisation |
||
Amortisation charge |
( |
( |
At 30 September 2024 |
( |
( |
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
Tangible Assets |
Group
Land and buildings |
Tenant's Improvements |
Fixtures and fittings |
Plant and machinery |
Office equipment |
Motor vehicles |
Total |
|
Cost or valuation |
|||||||
Additions |
- |
- |
|
|
|
|
|
Acquired through business combinations |
|
|
|
|
|
|
|
Disposals |
- |
- |
- |
- |
- |
( |
( |
At 30 September 2024 |
|
|
|
|
|
|
|
Depreciation |
|||||||
Charge for the period |
|
|
|
|
|
|
|
Eliminated on disposal |
- |
- |
- |
- |
- |
( |
( |
At 30 September 2024 |
|
|
|
|
|
|
|
Carrying amount |
|||||||
At 30 September 2024 |
|
|
|
|
|
|
|
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 |
Investments |
Company
2024 |
|
Investments in subsidiaries |
|
Subsidiaries |
£ |
Cost or valuation |
|
Additions |
|
Provision |
|
Carrying amount |
|
At 30 September 2024 |
|
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 Garden Centre,
United Kingdom |
|
|
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 |
Business combinations |
On
St John's Nurseries (North Devon) Limited contributed £
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
Book value |
Revaluation adjustments |
Fair value |
|
Assets and liabilities acquired |
|||
Financial assets |
3,557,705 |
- |
|
Stocks |
1,385,000 |
- |
|
Tangible Assets |
2,834,456 |
4,775,099 |
|
Financial liabilities |
(1,460,380) |
- |
( |
Total identifiable assets |
6,316,781 |
4,775,099 |
|
Goodwill |
- |
- |
( |
Total consideration |
6,316,781 |
4,775,099 |
11,017,043 |
Satisfied by: |
|||
Cash |
- |
- |
|
Debt instruments |
- |
- |
2,735,000 |
Total consideration transferred |
- |
- |
|
|
St Johns Country Stores Limited
Notes to the Financial Statements for the Period from 10 January 2024 to 30 September 2024
Stocks |
Group |
Company |
|
2024 |
2024 |
|
Other inventories |
|
- |
Group
Debtors |
Group |
Company |
|
Current |
2024 |
2024 |
Trade Debtors |
|
- |
Other debtors |
|
- |
Prepayments |
|
- |
|
- |
Cash and cash equivalents |
Group |
Company |
|
2024 |
2024 |
|
Cash on hand |
|
- |
Cash at bank |
|
|
|
|
St Johns Country Stores Limited
Notes to the Financial Statements for the Period from 10 January 2024 to 30 September 2024
Creditors |
Group |
Company |
||
Note |
2024 |
2024 |
|
Due within one year |
|||
Loans and borrowings |
|
|
|
Directors loan accounts |
205,900 |
199,900 |
|
Trade Creditors |
|
- |
|
Amounts owed to group undertakings and undertakings in which the company has a participating interest |
- |
|
|
Social security and VAT |
|
- |
|
Outstanding defined contribution pension costs |
|
- |
|
Other payables |
|
- |
|
Accruals |
|
- |
|
Corporation tax liability |
130,952 |
- |
|
|
|
||
Due after one year |
|||
Loans and borrowings |
|
|
Provisions for liabilities |
Group
Deferred tax |
Total |
|
Increase (decrease) in existing provisions |
( |
( |
Increase (decrease) through business combinations |
|
|
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
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 £
Contributions totalling £
Share capital |
Allotted, called up and fully paid shares
2024 |
||
No. |
£ |
|
|
|
100 |
Loans and borrowings |
Group |
Company |
|
2024 |
2024 |
|
Non-current loans and borrowings |
||
Bank borrowings |
|
|
HP and finance lease liabilities |
13,902 |
- |
Redeemable preference shares |
|
|
|
|
Group |
Company |
|
2024 |
2024 |
|
Current loans and borrowings |
||
Bank borrowings |
|
|
HP and finance lease liabilities |
3,969 |
- |
Redeemable preference shares |
|
|
|
|
St Johns Country Stores Limited
Notes to the Financial Statements for the Period from 10 January 2024 to 30 September 2024
Group
Bank borrowings
A debenture charge is held over all assets of the company as a secured liability. |
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 |
|
Company
Bank borrowings
A debenture charge is held over all assets of the company as a secured liability. |
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 |
|
- |
St Johns Country Stores Limited
Notes to the Financial Statements for the Period from 10 January 2024 to 30 September 2024
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 |
|
Later than one year and not later than five years |
|
|
Operating leases
The total of future minimum lease payments is as follows:
2024 |
|
Not later than one year |
|
Later than one year and not later than five years |
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the period was £
Operating leases - lessor
The total of future minimum lease payments is as follows:
2024 |
|
Not later than one year |
|
Later than one year and not later than five years |
|
|
Total contingent rents recognised as income in the period are £Nil.
Dividends |
2024 |
||
£ |
||
Interim dividend of £ |
47,306 |
|
St Johns Country Stores Limited
Notes to the Financial Statements for the Period from 10 January 2024 to 30 September 2024
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 |
- |
|
( |
|
Mr Mark Toon |
||||
Directors loan account - no interest charged & repayable on demand |
- |
|
( |
|
Summary of transactions with other related parties
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.