Caseware UK (AP4) 2023.0.135 2023.0.135 2024-12-312024-12-312024-12-3102024-01-01false0falsefalsefalse 03380152 2024-01-01 2024-12-31 03380152 2023-01-01 2023-12-31 03380152 2024-12-31 03380152 2023-12-31 03380152 2023-01-01 03380152 3 2024-01-01 2024-12-31 03380152 1 2024-01-01 2024-12-31 03380152 e:Director1 2024-01-01 2024-12-31 03380152 e:Director1 2024-12-31 03380152 e:Director2 2024-01-01 2024-12-31 03380152 e:Director3 2024-01-01 2024-12-31 03380152 e:Director3 2024-12-31 03380152 e:Director5 2024-01-01 2024-12-31 03380152 e:Director6 2024-01-01 2024-12-31 03380152 e:Director7 2024-01-01 2024-12-31 03380152 e:Director8 2024-01-01 2024-12-31 03380152 e:Director8 2024-12-31 03380152 e:RegisteredOffice 2024-01-01 2024-12-31 03380152 d:PlantMachinery 2024-01-01 2024-12-31 03380152 d:MotorVehicles 2024-01-01 2024-12-31 03380152 d:CurrentFinancialInstruments 2024-12-31 03380152 d:CurrentFinancialInstruments 2023-12-31 03380152 d:CurrentFinancialInstruments 1 2024-12-31 03380152 d:CurrentFinancialInstruments 1 2023-12-31 03380152 d:CurrentFinancialInstruments d:WithinOneYear 2024-12-31 03380152 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 03380152 d:ShareCapital 2024-12-31 03380152 d:ShareCapital 2023-12-31 03380152 d:ShareCapital 2023-01-01 03380152 d:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 03380152 d:RetainedEarningsAccumulatedLosses 2024-12-31 03380152 d:RetainedEarningsAccumulatedLosses 3 2024-01-01 2024-12-31 03380152 d:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 03380152 d:RetainedEarningsAccumulatedLosses 2023-12-31 03380152 d:RetainedEarningsAccumulatedLosses 2023-01-01 03380152 d:AcceleratedTaxDepreciationDeferredTax 2024-12-31 03380152 d:AcceleratedTaxDepreciationDeferredTax 2023-12-31 03380152 e:FRS102 2024-01-01 2024-12-31 03380152 e:Audited 2024-01-01 2024-12-31 03380152 e:FullAccounts 2024-01-01 2024-12-31 03380152 e:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 03380152 d:Subsidiary2 2024-01-01 2024-12-31 03380152 d:Subsidiary2 1 2024-01-01 2024-12-31 03380152 d:Subsidiary4 2024-01-01 2024-12-31 03380152 d:Subsidiary4 1 2024-01-01 2024-12-31 03380152 d:WithinOneYear 2024-12-31 03380152 d:WithinOneYear 2023-12-31 03380152 d:BetweenOneFiveYears 2024-12-31 03380152 d:BetweenOneFiveYears 2023-12-31 03380152 d:MoreThanFiveYears 2024-12-31 03380152 d:MoreThanFiveYears 2023-12-31 03380152 e:Consolidated 2024-12-31 03380152 e:ConsolidatedGroupCompanyAccounts 2024-01-01 2024-12-31 03380152 4 2024-01-01 2024-12-31 03380152 6 2024-01-01 2024-12-31 03380152 d:ShareCapital 3 2024-01-01 2024-12-31 03380152 f:PoundSterling 2024-01-01 2024-12-31 03380152 d:EntityWithJointControlOrSignificantInfluence1 2024-01-01 2024-12-31 03380152 d:EntityWithJointControlOrSignificantInfluence1 d:SaleOrPurchaseGoods 2024-01-01 2024-12-31 03380152 d:EntityWithJointControlOrSignificantInfluence1 d:SaleOrPurchaseGoods 2023-01-01 2023-12-31 03380152 d:EntityWithJointControlOrSignificantInfluence1 d:InterestIncomeTransactions 2024-01-01 2024-12-31 03380152 d:EntityWithJointControlOrSignificantInfluence1 d:InterestIncomeTransactions 2023-01-01 2023-12-31 03380152 d:EntityWithJointControlOrSignificantInfluence1 d:RentalExpenseTransactions 2024-01-01 2024-12-31 03380152 d:EntityWithJointControlOrSignificantInfluence1 d:RentalExpenseTransactions 2023-01-01 2023-12-31 03380152 d:EntityWithJointControlOrSignificantInfluence1 d:ManagementRechargesServices 2024-01-01 2024-12-31 03380152 d:EntityWithJointControlOrSignificantInfluence1 d:ManagementRechargesServices 2023-01-01 2023-12-31 03380152 d:EntityWithJointControlOrSignificantInfluence1 d:OtherTransactionType1 2024-01-01 2024-12-31 03380152 d:EntityWithJointControlOrSignificantInfluence1 d:OtherTransactionType1 2023-01-01 2023-12-31 03380152 d:EntitiesWithJointControlOrSignificantInfluenceOverReportingEntity d:OtherTransactionType2 2023-01-01 2023-12-31 03380152 d:EntitiesWithJointControlOrSignificantInfluenceOverReportingEntity d:OtherTransactionType2 2024-01-01 2024-12-31 03380152 d:EntityWithJointControlOrSignificantInfluence1 2024-12-31 03380152 d:EntityWithJointControlOrSignificantInfluence1 2023-12-31 03380152 d:AllSubsidiaries 2023-12-31 03380152 d:AllSubsidiaries 2024-12-31 iso4217:GBP xbrli:pure

Company Registration Number 03380152























UK & IE FLORA GROUP LIMITED





FINANCIAL STATEMENTS





 31 DECEMBER 2024























img31c6.png

 
UK & IE FLORA GROUP LIMITED
 

COMPANY INFORMATION


Directors
T L H  Zwemstra Stott 
J A E Van Dam 
D Conroy 
J C S Gietelink 
R H J Salome (appointed 23 January 2024)




Registered number
03380152



Registered office
Dianthus Business Park
Common Lane

Newport

East Yorkshire

HU15 2FT




Independent auditor
Armstrong Watson Audit Limited
Chartered Accountants & Statutory Auditors

Third Floor

10 South Parade

Leeds

West Yorkshire

LS1 5QS





 
UK & IE FLORA GROUP LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 4
Directors' Report
 
5 - 9
Independent Auditor's Report
 
10 - 13
Consolidated Statement of Comprehensive Income
 
14
Consolidated Statement of Financial Position
 
15
Company Statement of Financial Position
 
16
Consolidated Statement of Changes in Equity
 
17
Company Statement of Changes in Equity
 
18
Consolidated Statement of Cash Flows
 
19 - 20
Notes to the Financial Statements
 
21 - 41


 
UK & IE FLORA GROUP LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their strategic report on UK & IE Flora Group Limited ("the company") and its subsidiaries (together, "the group") for the year ended 31 December 2024.

Business review
 
Overall business revenues grew by 2.7% mainly through organic growth of our existing customer base. After a sustained period of high inflation, this began to slow, and consumer confidence improved. Nevertheless, flowers remain a luxury item, and the overall floral market remains broadly flat in terms of volume with inflation in the category driving value growth. We are pleased with the progress of our core customers and continue to see opportunities for them to gain market share in this competitive market.
During 2024 we have continued to work on greater efficiencies across all our sites and further cooperation with our SuperFlora Netherlands colleagues. In 2025 we will see further alignment on reporting lines and duties to best leverage our combined teams' strengths and ensure we deliver the best possible service to our customers. The commercial teams of JZ Flowers, SuperFlora, and Qwik Flowers remain separate to ensure each remains focused on their respective customer’s needs. We also continue to adapt to the global needs of our customers and work in collaboration with our other Dutch Flower Group (DFG) sister companies to deliver one aligned point of contact and approach across DFG.
During 2024 the decision was taken to close the Holbeach site and expand our footprint at the Dianthus Business Park at Newport, to drive operational efficiencies and provide further support during peak periods. The uplift for the floral peaks continue to increase and having a larger presence in Newport will help ensure we can deliver these effectively alongside optimising the efficiencies of our everyday operations. Following Brexit, we have seen that while we can utilise production capacity in the Netherlands for peaks it has become increasingly complex and costly. We will start a long-term lease on “Orchid” (Unit 1 at Dianthus Business Park) a 125ksqft bespoke design flower production facility on a multi-year basis. This will open in April 2025 and allow further capacity and options for expansion whilst remaining cost competitive for our existing customers.
Although the Holbeach production site will close, we will continue to have a presence in Lincolnshire as local sourcing remains an important part of our business. Going forward we will further leverage our grower base to pack at source as well as our hauliers for picking. 
2024 has seen energy and fuel prices stabilise and through effective hedging we have been able to get certainty regarding this cost line. In the UK we have been able to reduce the direct heating & chilling in our facilities, while in Ireland the expiration of our existing contracts has led to increases in line with the market.
Labour costs remain a challenge with a dependency upon colleagues at or around the National Living Wage. In the UK increases of 9.8% were seen in April 2024 and from January we saw a 12.4% increase in minimum wages in Ireland. Labour costs will continue to rise in the coming years, especially in light of the changes in NIC announced by the UK government. We continue to look at opportunities for automation to help offset some of these costs where possible. 
2024 was the fourth year of trading for the group's joint venture with Rowe Farm, UK Daffodils Limited, which focuses on the export of UK Daffodils. Revenues were down year on year due to a challenging crop position and an early Easter but given these challenges, the directors were satisfied with the contribution made by UK Daffodils Limited. 
The directors are satisfied that the group remains in a strong position going into 2025.

Page 1

 
UK & IE FLORA GROUP LIMITED
 

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

Principal risks and uncertainties
 
The group operates in a challenging environment where we strive to deliver the most competitive costs for our customers while also recognising and supporting suppliers with the rising costs throughout the supply chain. The procurement of flowers and plants are always faced with the uncertainties of the weather which impacts upon both the supply of products and the demand of the ultimate consumers. In 2024 we continued to experience the adverse impacts of unpredictable weather behaviours. However, one way we have and continue to mitigate this risk is to foster relationships with a global supply base, which brings further resilience to our supply chain. The key risks for the group's business and the execution of the group's strategies are:

Ongoing market pressure to remain competitive and minimise any increases in costs in the wake of continued inflation. Understandably our customers want to ensure they continue to offer excellent value to the end consumer and deliver the margin expectations of their own business. It’s therefore essential that we communicate with our customers to inform them of any expected changes in costs we foresee and where possible collaborate with suppliers and provide potential opportunities to mitigate cost increases. We approach this openly and collaboratively with both our customers and suppliers so we can ensure we can offer the right products for each customer's needs and at competitive prices.

Maintaining supply at reasonable costs in the face of adverse weather conditions. Weather can impact our demand and supply as well as product quality. From a supply point of view, we look to reduce this risk by sourcing from a select number of strategic growers and multiple countries of origin. Internally we also aim to be flexible in our operations and respond to changes in demands at short notice, this ensures we continually provide high quality products and good service levels. During challenging periods, we do incur additional costs to uphold our high service levels, but we take a longer-term view and generally are able to manage this during the year.

A supply chain with strategic growers and partners located across the world. We recognise that sourcing on such a global level, brings several complex sociopolitical climates and we have a responsibility to commit to the highest ethical trading standards. We act in compliance with the Ethical Trading Initiative base code and the needs and expectations of our customers. We also take the following steps to manage these risks.
-We proactively monitor human rights risks within our supply chain and at our sites.
-We are a proud founding member of the Floriculture Sustainability Initiative (FSI) and have adopted the FSI Basket of Standards as part of our central Responsible Sourcing Policy. This policy forms the foundation of our due diligence strategy and program. We conduct risk assessments for each of our sourcing countries, applying the FSI Basket, which is benchmarked against leading international standards in Good Agricultural Practices (GAP), Social, and Environmental criteria. To ensure compliance, we conduct monthly sustainable sourcing scans across all our purchases to monitor performance, manage risk, and track adherence to the FSI Basket. In 2024, 72% of our sourced stems complied with the FSI 2025 Basket of Standards, ensuring they were sustainably and ethically grown. The remaining 28% was due to a lack of FSI compliance among UK growers, caused by a shortage of qualified and licensed auditors in the UK. This issue is expected to be resolved by 2025.
-We recognise that effective due diligence requires a broader range of mitigation activities to manage risk within the supply chain than certification alone. UK & IE Flora Group is actively leading several key initiatives, including addressing modern slavery risks within UK seasonal workforces, promoting ethical trade best practices in Turkey, and advancing gender programs in Kenya. These efforts form a crucial part of our ongoing commitment to responsible sourcing and sustainable supply chains.

General macroeconomic and political uncertainty, which can have significant impacts across the business. While inflation and interest rates have come down more in line with average historic levels, there is still minimal economic growth expected in our key markets and the potential for higher inflation to return with policy changes and increases in NIC. Political unrest also impacts the business. In 2024 for example we had to pause the shipping of flowers via the Red Sea, due to the conflict between Israel and Palestine, a key initiative in helping us reduce our carbon footprint and mitigate the rising costs of air freight.
Page 2

 
UK & IE FLORA GROUP LIMITED
 

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

Currency movements are also a risk and can impact some of our raw material and inbound transport costs. The group ensures that we have foreign exchange contracts in place to reduce foreign currency risks in line with the hedging policy agreed by the board. This minimises and spreads the risk from foreign exchange fluctuations. 

Cyber security is a risk due to the extensive use of IT across the company. To reduce this risk, we have a variety of technical controls in place and conduct ongoing training through the Meta Compliance security awareness platform and monitor staff understanding through simulated social engineering exercises. 

Financial key performance indicators
 
The group uses various key performance indicators to run the business as presented in the table below: 

ole1ae7.png

The business is generally happy to see revenue growth of 2.7% in a challenging environment whilst increasing the volume of recycling towards the company’s 2030 Goals. Absenteeism needs to be monitored however at this time the increase is thought to do with the integration of a new HR system and better visibility rather than any negative underlying trends.

Environment
 
Policies and procedures are established in order to govern and develop working practices that promote the group's environmental responsibilities. Key aspects of these policies are provided below: 
 
An integral software system is employed to manage and optimise the equipment and facilities used in order to maximise efficiencies in the usage of utility supplies.
Insulation materials have been used throughout the facilities in use in order to minimise heat transfer and minimise energy loss.
All lighting fitments are energy efficient models and are fitted with sensors to turn lights off after a period of inactivity and as daylight intensity increases, the lights are automatically switched off to compensate for increased lux levels. To improve efficiency and usage we have gone through a program of voltage optimisation across the full site.
The facility is self-sufficient in relation to heating as the heat generated by refrigerated chillers is reclaimed to provide heating and hot water systems. Automation monitors the hourly usage of water and electricity to take advantage of load shedding and off-peak usage. 
Local wildlife habitats are conserved and developed through landscaping, pond developments and greenery planted.

Page 3

 
UK & IE FLORA GROUP LIMITED
 

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

Directors' statement of compliance with duty to promote the success of the Group
 
The directors believe in building long term, strong, and sustainable relationships with our customers and suppliers. This approach has enabled us to win long term contracts of supply with our customers. These long-term contracts provide security and commitment and allow us to invest in the future and focus on how we can improve for the benefit of our customers. Where possible we want to ensure that we pass on this security and commitment to our growers, so we can work together to ensure we provide our customers the best possible product in the most sustainable manner. We also recognise the diverse and complex sociopolitical challenges facing retailers, packers, suppliers, and the flower market as a whole and in order to proactively counter these challenges, we need to work together.
All UK sites are independently audited and certified to the Ornamental Horticulture Assurance Scheme (OHAS) packhouse standard and to the Ethical Trading Initiative (ETI) Base Code. OHAS has been written specifically for the ornamental horticulture industry and is the established best practice framework for manufacturing practices and is widely supported by UK retailers. The requirements have been written to cover the packing of plants, flowers, seeds, bulbs, and added value in the UK and internationally. In Ireland, our packhouse is also independently audited and continues to maintain the Bord Bia certification and the Tesco Ornamental Packhouse Standard (TOPS).

UK & IE Flora Group Limited has been registered with Sedex (Supplier Ethical Data Exchange) since 2007 and all our audit findings and completed SAQs are accessible to all our suppliers and customers. Sedex is one of the world's leading ethical trade service providers, working to improve working conditions in global supply chains. Sedex audits are benchmarked against the ETI Base Code which is founded on the conventions of the International Labour Organisation (ILO) and is an internationally recognised code of good labour practice. It is viewed as a global reference standard and is widely used as a benchmark against which to conduct social audits and develop ethical trade action plans. We are audited to the ETI Base Code via a social ethical audit which is uploaded onto Sedex.
We believe in having a positive impact on the people throughout our supply chain and in our local communities. We support socially responsible initiatives such as the establishment and increasing supply of Fairtrade products, which promote significant improvements for communities in developing countries. As a member of the Dutch Flower Group, we also contribute to the Dutch Flower Foundation. Set up in 1999, the foundation has supported over 500 projects centred around the themes of health, housing, and education, with the aim of improving the living conditions and well-being of people in need and in particular children. As a company, we look to give back to the local communities that we are proudly part of. We support a number of local initiatives, charities, events, and community-based activities. Providing our time, charitable donations, and flowers for causes local to the area.
The directors are committed to employees' health, wellbeing, and training, engaging with specialists for external training and providing in-house sessions for team leaders and managers during working time. In 2024 we launched a new learning management system (LMS) to provide our colleagues further opportunities for ongoing learning and development, and with the flexibility to do it at a time that suits them. In 2025 we will also provide our staff at Newport access to a free on-site gym to make it easier for them to achieve their health goals.


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



................................................
D Conroy
Director

Date: 10 April 2025

Page 4

 
UK & IE FLORA GROUP LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

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

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

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


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

make judgments and accounting estimates that are reasonable and prudent;

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

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

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

Principal activity

The principal activity of the group in the year under review was that of packaging and distribution of fresh cut flower bouquets and plants. 

Branches

The company's main operations are based in Newport, East Yorkshire along with an operation in Holbeach, Lincolnshire, a branch based in Naas, Ireland and a subsidiary company located in Miami, USA.

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £3,291,156 (2023 - £2,804,285).

During the year to 31 December 2024 final dividends of £600,000 were recommended and paid by the directors (2023: £Nil). A dividend of £3,500,000 was proposed and paid in April 2025.

Directors

The directors who served during the year were:

J J Zwemstra (resigned 8 February 2024)
T L H  Zwemstra Stott 
J L Davison (resigned 5 March 2024)
J A E Van Dam 
D Conroy 
J C S Gietelink 
R H J Salome (appointed 23 January 2024)

 
Page 5

 
UK & IE FLORA GROUP LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Qualifying third party indemnity provision is in place for the benefit of the directors of the company.

Future developments

UK & IE Flora Group aims to be a sustainable and industry leading business and to achieve this over the long term we need strong relationships with our customers, growers, supply chain partners, and our own employees. We want to ensure we have an engaged and passionate workforce, who enjoy their work and are committed to delivering excellent service to our customers. 
Over the years we have continued to strengthen our cooperation with our grower base and supply chain partners and move towards a smaller number of strategic suppliers. In terms of growers, we recognise that many smaller farms struggle with the increasing pressure on costs and greater expectations from customers and governing bodies from an ethical and environmental perspective. Therefore, it’s important that we have strong partnerships with the right growers who are able and willing to adapt to the needs of the future and our joint CSR goals. A key strategic pillar for us is to team up with growers, and as one of the largest retail companies in the DFG, we are playing an important role in the wider group's vertical integration strategy. 
The markets we operate in are very competitive and we, therefore, need to ensure we can offer our customers an excellent quality product at competitive prices and continue to innovate across each aspect of our business to maximise the value and service we offer them. We look to do this in partnership with our grower base, so we can secure the best possible product for our customers and work together on supply chain, CSR, and quality developments. 
As part of our ongoing focus to remain competitive and operate efficiently, we continue to invest in our sites to aid labour efficiency through automation or reduce waste with improved conditions for the flowers and plants. 2025 will see capital investment of circa £2.3m into these areas. 
During the course of 2025 we will close our US subsidiary. Our key customer decided to no longer sell flowers on an everyday basis as it was no longer a priority category for them. The reduced revenues and inconsistent sales results have made it unsustainable for us to continue and therefore the business will be dissolved.

Financial instruments

Foreign currency risk 
To protect against fluctuating exchange rates, the group maintains a policy of ensuring that adequate forward exchange rate contracts are put into place to minimise exposure to exchange rate risks from both the Euro and the Dollar. 
At 31 December 2024, the group had contracts in place for the value of €46.1m to buy, €2m to sell, and $6m to buy (2024: €32.85m buy and €5.05 sell) with maturity dates ranging from 2 January 2025 to 9 September 2025. 
Cash flow risk 
Cash flow risk is the risk of exposure to variability in cash flows that is attributable to a particular risk associated with a recognised asset or liability, such as future interest payments on a variability rate debt. The group manages this risk, where significant, by use of derivatives as explained above.
Liquidity risk 
The group retains sufficient cash to ensure that it has adequate funds for operations. Facilities with the group's bankers have been maintained to provide a safe level of headroom to cover any potential seasonal fluctuations in trading.
Credit risk
The group maintains its policy of ensuring that credit checks are performed appropriately upon potential customers before any supplies are made. Periodic checks on existing customers are also undertaken and actions are taken if required to minimise any risks identified as a result.
The credit risk on liquid funds is limited as any significant funds are deposited with our bankers, which are banks that are assigned a high credit rating by international credit rating agencies.

Page 6

 
UK & IE FLORA GROUP LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Engagement with Suppliers

At UK & IE Flora Group Ltd, we are committed to driving the most ethical, traceable, and sustainable value chains to achieve our group purpose of creating a happier and greener world. Our sourcing team procures for the customers of JZ Flowers and SuperFlora, so we can aggregate our volumes and leverage our combined purchasing power. Where possible we also pool volumes with other DFG sister companies, to further enable us to utilise our collective scale and have a greater impact on the people and environment within our supply chains. We believe in building long term partnerships with suppliers and working together in a transparent and collaborative manner. With this approach we can have a positive contribution for all stakeholders across our value chains.
Sustainability is intrinsically embedded in our procurement decision-making processes and is a key factor in meeting the expectations of our stakeholders. To support our business growth and maximize our shared value creation, together with our suppliers, customers, and partners, we have a clear approach for Responsible Sourcing. It serves as a roadmap to drive meaningful progress. At the foundation we have a commitment to certified sourcing but we are also going beyond this with the aim of driving sustainable change in the industry. Each year we conduct a risk assessment of our supply chain which enables us to create a Due Diligence map with key priorities for the coming year. Our overarching priority is to focus our responsible sourcing in a beyond audit approach, going further than standard certifications and auditing. We also actively engage suppliers on how we can collectively reduce the carbon and environmental footprint of our products and services.

Engagement with employees

In 2025, the HR department will build upon the successes of the previous year to drive strategic initiatives aligned with our long-term business objectives.
We will implement the new Learning Management System to enhance digital skills training and data literacy across the organisation. Additionally, we will expand our apprenticeship programs and establish clear, structured development pathways for employees. To further support professional growth, we will promote continuous development through a range of external learning opportunities.
The group will continue to foster greater engagement through impactful, large-scale initiatives. Town Hall Meetings, attended by our Managing Director and Chief Financial Officer, will provide employees with updates on key business developments while offering opportunities for direct feedback and questions. Furthermore, Workers Voice meetings feature relevant content and encourage active participation from colleagues.
We will continue to utilise Pulse surveys to assess employee sentiment and responses to newly implemented policies. Throughout the year, the group will conduct the Embrace Employee Survey, followed by action plans based on the insights gathered. Additionally, 360-degree feedback will be introduced for managers to support leadership development and further integrate company values, thereby enhancing leadership effectiveness.
To promote employee involvement, the group will offer a monthly events calendar focused on social responsibility and employee wellbeing, reinforcing our commitment to a positive organisational culture.

Disabled employees

The group gives full consideration to applications for employment from disabled persons where the candidate's particular aptitudes and abilities are adequately meeting the requirements of the job. Opportunities are available to disabled employees for training, career development and promotion. Where the groups' existing employees become disabled, it is the group policy to provide continuing employment wherever practicable in the same or an alternative position and to provide appropriate training to achieve this aim.

Page 7

 
UK & IE FLORA GROUP LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024


Greenhouse gas emissions, energy consumption and energy efficiency action

The board remains fully committed to sustainability, with a strong and ongoing focus on climate action and human rights due diligence. In 2024, UK & IE Flora Group, in collaboration with DFG, strengthened its CSR framework under our new strategy IMPACT2030, introducing more specific and strategic pillars on carbon reduction and human rights due diligence. This refined approach places greater emphasis on carbon reduction through Science-Based Targets initiative (SBTi) commitments and advancing human rights due diligence in line with the Corporate Sustainability Due Diligence Directive (CSDDD) and enhanced transparency under the Corporate Sustainability Reporting Directive (CSRD).
Our human rights due diligence efforts have evolved significantly, moving beyond country-level risk assessments to incorporate site-specific findings and risk scoring for more precise risk evaluation. In 2024, we implemented due diligence initiatives across the UK and Ireland to address modern slavery and forced labour risks. Additionally, we facilitated worker voice pilots within our global supply chain, led targeted programs in Turkey to address family labour risks, and contributed to the ETI Gender Action in Agriculture (GAIA) Project within Kenyan Flowers through the advisory board role of our Responsible Sourcing Manager.
As part of our commitment to improving energy efficiency and sustainability, we have undertaken an Energy Savings Opportunity Scheme (ESOS) Phase 3 assessment, which included a detailed onsite energy and efficiency audit. This assessment has helped identify key energy-saving measures across our operations. 
Actions taken as part of this initiative include:

upgrading internal systems to automatically shut down compressors outside of production hours to reduce energy consumption.
Promotion of remote team meetings, reducing business travel and its associated environmental impact.
Hybrid working practices introduced, significantly reducing commuting-related emissions.

These initiatives align with our broader sustainability strategy IMPACT2030, ensuring compliance with ESOS Phase 3 requirements while driving measurable improvements in energy efficiency.

As SBTi members, we have committed to near-term carbon reduction goals: reducing Scope 1 and 2 emissions by 42% and Scope 3 emissions by 25% by 2030. Since 2024, we have been actively assessing emission hotspots, developing targeted reduction strategies, and engaging with key supply chain partners and stakeholders. Our commitment to carbon reduction under SBTi is further reinforced by the establishment of a specialised team dedicated to identifying and addressing emissions within our operations and supply chain. Throughout 2024, we engaged extensively with growers to align them with our carbon reduction strategy, ensuring compliance with the FLORIPEFCR industry standard.
UK & IE Flora Group, through DFG, continues to leverage Eco Chain, an Environmental Intelligence Platform, to assess and enhance environmental performance. This tool has enabled us to maintain accurate carbon footprint evaluations across Scope 1, 2, and 3 emissions. Our reduction initiatives remain a top priority, with ongoing transitions to renewable energy at UK sites and broader carbon mitigation measures aligned with SBTi targets.
Under the IMPACT2030 framework, sustainability commitments have been further embedded at the senior board level, driving an aligned approach across the company. UK & IE Flora Group, through DFG, remains an engaged member of the Floriculture Sustainability Initiative (FSI), actively contributing to the FSI Living Wage working group.
In response to evolving regulatory requirements, UK & IE Flora Group, through DFG, continues its strategic efforts to align with CSRD obligations. A centralised project is in progress to meet compliance standards, ensuring structured reporting frameworks and performance indicators are fully integrated into business operations. Following DFG’s Double Materiality Analysis and risk assessment in 2022, key sustainability themes have been embedded into our reporting practices, with ongoing refinements planned for 2025.
 
Page 8

 
UK & IE FLORA GROUP LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

In 2025, we will drive the delivery of IMPACT2030, focusing on supplier and grower engagement to embed sustainability values and ensure compliance with regulatory frameworks across CSDDD and CSRD. These efforts reinforce our dedication to creating a responsible, ethical, and environmentally sustainable floral supply chain for the future.

Emissions and energy usage data for the year ended 31 December 2024 are as follows:
2024 Climate change (kg CO2 eq) - Scope 1&2 and direct scope 3

ole2b1e.png


Disclosure of information to auditor

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

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

Auditor

Under section 487(2) of the Companies Act 2006Armstrong Watson Audit Limited will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

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





................................................
D Conroy
Director

Date: 10 April 2025

Page 9

 
UK & IE FLORA GROUP LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UK & IE FLORA GROUP LIMITED
 

Opinion


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


In our opinion the financial statements:


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


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 10

 
UK & IE FLORA GROUP LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UK & IE FLORA GROUP LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


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


Matters on which we are required to report by exception
 

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


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


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


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 11

 
UK & IE FLORA GROUP LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UK & IE FLORA GROUP LIMITED (CONTINUED)


Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.

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

We obtained an understanding of laws and regulations that affect the company, focusing on those that had a direct effect on the financial statements or that had a fundamental effect on its operations. Key laws and regulations that we identified included the UK Companies Act, tax legislation and occupational health and employment legislation.

We enquired of the directors, reviewed correspondence with HMRC and reviewed directors meeting minutes for evidence of non-compliance with relevant laws and regulations. We also reviewed controls the directors have in place to ensure compliance.

We gained an understanding of the controls that the directors have in place to prevent and detect fraud. We enquired of the directors about any incidences of fraud that had taken place during the accounting period.

The risk of fraud and non-compliance with laws and regulations and fraud was discussed within the audit team and tests were planned and performed to address these risks. We identified the potential for fraud in the following areas: misappropriation of cash and other assets.

We reviewed financial statements disclosures and tested to supporting documentation to assess compliance with relevant laws and regulations discussed above.

We enquired of the directors and third-party advisors about actual and potential litigation and claims.

We performed analytical procedures to identify any unusual or unexpected relationships that might indicate risks of material misstatement due to fraud.

In addressing the risk of fraud due to management override of internal controls we tested the appropriateness of journal entries and assessed whether the judgements made in making accounting estimates were indicative of a potential bias.


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.


Page 12

 
UK & IE FLORA GROUP LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UK & IE FLORA GROUP LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.





Matthew Osbourne (Senior Statutory Auditor)
for and on behalf of
Armstrong Watson Audit Limited
Chartered Accountants & Statutory Auditors
Leeds

10 April 2025
Page 13

 
UK & IE FLORA GROUP LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024


2024
2023
Note
£
£

  

Turnover
 4 
283,401,505
276,007,769

Cost of sales
  
(234,973,555)
(225,571,888)

Gross profit
  
48,427,950
50,435,881

Distribution costs
  
(28,828,345)
(34,566,806)

Administrative expenses
  
(15,481,333)
(12,660,542)

Exceptional administrative expenses
  
-
(15,263)

Operating profit
 5 
4,118,272
3,193,270

Share of profit of joint venture
  
366,203
336,808

Total operating profit
  
4,484,475
3,530,078

Interest receivable and similar income
 7 
182,304
137,572

Interest payable and similar expenses
 8 
(766,518)
(459,724)

Fair value movements
  
671,475
303,539

Profit before taxation
  
4,571,736
3,511,465

Tax on profit
 9 
(1,279,184)
(697,656)

Profit for the financial year
  
3,292,552
2,813,809

Profit for the year attributable to:
  

Non-controlling interests
  
1,396
9,524

Owners of the parent Company
  
3,291,156
2,804,285

  
3,292,552
2,813,809

Total comprehensive income for the year attributable to:
  

Non-controlling interest
  
1,396
9,524

Owners of the parent Company
  
3,291,156
2,804,285

  
3,292,552
2,813,809

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

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 21 to 41 form part of these financial statements.

Page 14

 
UK & IE FLORA GROUP LIMITED
REGISTERED NUMBER: 03380152

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 12 
-
1,621,710

Tangible assets
 13 
2,231,453
2,007,626

Joint venture
 14 
24,429
29,619

  
2,255,882
3,658,955

Current assets
  

Stocks
 15 
5,182,806
4,788,142

Debtors: amounts falling due within one year
 16 
16,107,713
16,320,112

Cash at bank and in hand
 17 
15,572,332
2,385,288

  
36,862,851
23,493,542

Creditors: amounts falling due within one year
 18 
(29,332,817)
(20,126,674)

Net current assets
  
 
 
7,530,034
 
 
3,366,868

Total assets less current liabilities
  
9,785,916
7,025,823

Provisions for liabilities
  

Deferred taxation
 20 
(274,112)
(206,934)

  
 
 
(274,112)
 
 
(206,934)

Net assets
  
9,511,804
6,818,889


Capital and reserves
  

Called up share capital 
  
2,000
2,000

Profit and loss account
  
9,463,271
6,771,752

Equity attributable to owners of the parent Company
  
9,465,271
6,773,752

Non-controlling interests
  
46,533
45,137

  
9,511,804
6,818,889


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




................................................
D Conroy
Director

Date: 10 April 2025

The notes on pages 21 to 41 form part of these financial statements.

Page 15

 
UK & IE FLORA GROUP LIMITED
REGISTERED NUMBER: 03380152

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 12 
-
1,621,710

Tangible assets
 13 
2,231,453
2,007,626

Subsidiary undertakings and joint ventures
 14 
74
74

  
2,231,527
3,629,410

Current assets
  

Stocks
 15 
5,170,092
4,783,641

Debtors: amounts falling due within one year
 16 
15,772,392
16,254,497

Cash at bank and in hand
 17 
15,552,525
2,382,418

  
36,495,009
23,420,556

Creditors: amounts falling due within one year
 18 
(29,301,125)
(20,358,221)

Net current assets
  
 
 
7,193,884
 
 
3,062,335

Total assets less current liabilities
  
9,425,411
6,691,745

  

Provisions for liabilities
  

Deferred taxation
 20 
(274,112)
(206,934)

  
 
 
(274,112)
 
 
(206,934)

Net assets
  
9,151,299
6,484,811


Capital and reserves
  

Called up share capital 
  
2,000
2,000

Profit and loss account
  
9,149,299
6,482,811

  
9,151,299
6,484,811


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


................................................
D Conroy
Director

Date: 10 April 2025

The notes on pages 21 to 41 form part of these financial statements.

Page 16

 
UK & IE FLORA GROUP LIMITED
 

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


Called up share capital
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity

£
£
£
£
£


At 1 January 2023
2,000
3,967,467
3,969,467
35,613
4,005,080


Comprehensive income for the year

Profit for the year
-
2,804,285
2,804,285
9,524
2,813,809



At 1 January 2024
2,000
6,771,752
6,773,752
45,137
6,818,889


Comprehensive income for the year

Profit for the year
-
3,291,156
3,291,156
1,396
3,292,552


Contributions by and distributions to owners

Dividends: Equity capital
-
(599,637)
(599,637)
-
(599,637)


At 31 December 2024
2,000
9,463,271
9,465,271
46,533
9,511,804


The notes on pages 21 to 41 form part of these financial statements.

Page 17

 
UK & IE FLORA GROUP LIMITED
 

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


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2023
2,000
3,145,213
3,147,213


Comprehensive income for the year

Profit for the year
-
3,337,598
3,337,598



At 1 January 2024
2,000
6,482,811
6,484,811


Comprehensive income for the year

Profit for the year
-
3,031,705
3,031,705


Contributions by and distributions to owners

Dividends: Equity capital
-
(599,636)
(599,636)

Dividends received
-
234,419
234,419


At 31 December 2024
2,000
9,149,299
9,151,299


The notes on pages 21 to 41 form part of these financial statements.

Page 18

 
UK & IE FLORA GROUP LIMITED
 

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

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
3,292,552
2,813,809

Adjustments for:

Depreciation and amortisation of fixed assets
886,898
704,856

(Profit)/Loss on disposal of tangible assets
(26,152)
101,480

Taxation charge
1,279,184
697,656

(Increase) in stocks
(394,664)
(2,711,805)

Decrease/(increase) in debtors
883,877
(358,598)

(Decrease)/increase in creditors
(1,384,029)
4,757,800

Net fair value (gains) recognised in P&L
(671,475)
(303,539)

Share of operating (gain)/loss in joint ventures
(274,810)
(264,052)

Corporation tax (paid)
(807,485)
(215,361)

Interest payable
766,518
459,724

Interest received
(182,304)
(137,572)

Net cash generated from operating activities

3,368,110
5,544,398


Cash flows from investing activities

Sale of intangible assets
1,541,742
-

Purchase of tangible fixed assets
(1,157,594)
(1,376,466)

Sale of tangible fixed assets
152,989
374,690

Dividends received from joint venture
280,000
280,000

Disposal of subsidiary
-
18,936

Net cash from investing activities

817,137
(702,840)
Page 19

 
UK & IE FLORA GROUP LIMITED
 

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


2024
2023

£
£



Cash flows from financing activities

Dividends paid
(599,637)
-

Interest paid
(766,518)
(459,724)

Interest receivable
182,304
137,572

Net cash used in financing activities
(1,183,851)
(322,152)

Net increase in cash and cash equivalents
3,001,396
4,519,406

Cash and cash equivalents at beginning of year
(1,213,299)
(5,732,705)

Cash and cash equivalents at the end of year
1,788,097
(1,213,299)


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
15,572,332
2,385,288

Bank overdrafts
(13,784,235)
(3,598,587)

1,788,097
(1,213,299)


Page 20

 
UK & IE FLORA GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

UK & IE Flora Group Limited ("the company"') is a private limited liability company domiciled and incorporated in England. The address of the company's registered office and principal place of business is Dianthus Business Park, Common Lane, Newport, East Yorkshire, HU15 2FT. 
The company's and its subsidiaries (together, "the group") principal activities are the packing and distribution of fresh cut flower bouquets and plants.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

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

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

The following principal accounting policies have been applied:

 
2.2

Going concern

The directors have considered the rise in the cost of living and its impact on the business as part of their going concern assessment. Costings are continuingly being reviewed to ensure that customers and end users are provided with value for money and that the group remains competitive in the market place. The directors are very positive about the company's prospects over the coming year - the group has maintained a strong net current asset position with adequate headroom within its banking facilities to enable liabilities to be met as they fall due; the group's major clients and customers are enjoying either growth or stable market position; while the group itself continues to explore exciting new strategic opportunities.
In reaching their conclusion, the directors have prepared cash flow forecasts covering a period of 12 months from the date of sign off, applying sensitivity analyses as appropriate.
The group continues to meet its day to day working capital requirements through self-generated funds and supported, when required, by the facilities held with the group's bankers. The group has strong financial resources together with long-term contracts with its suppliers. Relationships with our major customers remain strong and we expect the long-standing partnership to continue for the foreseeable future. 
After consideration of all factors, the directors continue to adopt the going concern basis in preparing the financial statements. No material uncertainties that cast significant doubt about the ability of the group to continue as a going concern have been identified by the directors. The group's business activities, together with the factors likely to affect its future development, performance and position are set out in the strategic report and directors report on pages 1 to 8. 

Page 21

 
UK & IE FLORA GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

  
2.3

Exemptions for qualifying entities under FRS 102

The parent company is included in the consolidated financial statements and is considered to be a qualifying entity under FRS 102 paragraphs 1.8 to 1.12. The following exemptions available under FRS 102 in respect of certain disclosures for the parent company financial statements have been applied: 
- No separate parent company Cash Flow Statement with related notes is included.

 
2.4

Basis of consolidation

The group consolidated financial statements include the financial statements of the company, its subsidiary undertakings together with the Group's share of the results of its joint ventures. Uniform accounting policies are applied within the group.
A subsidiary entity is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity it accounts for that entity as a subsidiary. 
A joint venture is an entity where the group owns 50% of the voting powers of the entity and has joint control and significant influence of the financial and operating policies of the entity. The results of the joint ventures are accounted for using the equity method of accounting. 
All intra-group transactions, balances, income and expenses are eliminated on consolidation. 
The company has taken the advantage of the exemption in Section 408 of the Companies Act from presenting its Individual statement of comprehensive income.

Functional and presentational currencies 
The consolidated financial statements are presented in sterling which is also the functional currency of the company. 

 
2.5

Foreign currencies

Transactions in currencies other than the functional currency (foreign currencies) are initially recorded at the exchange rate prevailing on the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies are translated at the rate ruling at the date of the transaction, or if the asset or liability is measured at fair value, the rate when that fair value was determined. 
All translation differences are taken to profit or loss, except to the extent that they relate to gains on non-monetary items recognised in other comprehensive income, when the related transaction gain or loss is also recognised in other comprehensive income. 
The assets and liabilities of the company's operation based in Ireland and its subsidiary in the United States of America are translated into sterling in the financial statements, at the rate ruling at the reporting date. Income and expenses of the Irish operation and the company's subsidiary in the United States of America are translated at the average rate for the year, as the directors consider this to be a reasonable approximation to the rate at the date of the transaction. Exchange differences are recognised in profit or loss and are accumulated in equity. 

Page 22

 
UK & IE FLORA GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.6

Revenue

Turnover is recognised at the fair value of the consideration received or receivable for sale of goods and services to external customers in the ordinary nature of the business. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates. Turnover is shown net of Value Added Tax. 
The group sells flowers to retailers. Turnover is recognised on delivery or despatch of the goods to the customer. Credit terms are given to all customers which is consistent within the industry. 

 
2.7

Retirement benefits

Defined contribution plans
The group operates a stakeholder pension scheme on behalf of its employees. Contributions are charged to profit or loss in the period in which they relate, in accordance with the rules of the scheme.

 
2.8

Current and deferred taxation

The tax expense represents the sum of the current tax expense and deferred tax expense. Current tax assets are recognised when tax paid exceeds the tax payable.
Current tax is based on taxable profit for the year. Taxable profit differs from total comprehensive income because it excludes items of income or expense that are tax deductible in other periods. Current tax assets and liabilities are measured using tax rates that have been enacted, or substantively enacted, by the reporting date. 
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised, or the liability settled, based on different tax rates that have been enacted, or substantively enacted, by the reporting date. Deferred tax is not discounted.
Deferred tax liabilities are recognised in respect of all timing differences that exist at the reporting date. Timing differences are differences between taxable profits and comprehensive income that arise from the inclusion of income and expenses in tax assessments in different periods from their recognition in the financial statements. Deferred tax assets are recognised only to the extent that it is probable that they will be recovered by the reversal of deferred tax liabilities or other future taxable profits.
Current and deferred tax is charged or credited in profit or loss, except when it relates to items charged or credited to other comprehensive income or equity, when the tax follows the transaction or event it relates to and is also charged or credited to other comprehensive income, or equity.
Current tax assets and current tax liabilities and deferred tax assets and deferred tax liabilities are offset, if and only if, there is a legally enforceable right to set off the amounts and the entity intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. 

 
2.9

Exceptional items

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

Page 23

 
UK & IE FLORA GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.10

Tangible fixed assets

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

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery
-
20% per annum of cost
Motor vehicles
-
20% per annum of cost with a 10% residual value

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Residual value in respect of motor vehicles is calculated on prices prevailing at the reporting date, after estimated costs of disposal, for the asset as if it were at the age and in the condition expected at the end of its useful life. 
There are no residual values taken into account in respect of the plant and office equipment or the computer equipment and software, as the directors' view is that the assets that remain in use have minimal residual value. 
Subsequent costs, including replacement parts, are capitalised only when it is probable that such costs will generate future economic benefits. All other costs of repairs and maintenance are charged to profit or loss as incurred. 
An assessment is made at each reporting date of whether there are indications that a fixed asset may be impaired or that an impairment loss previously recognised has fully or partially reversed. If such indications exist, the company estimates the recoverable amount of the asset. 
Shortfalls between the carrying value of fixed assets and their recoverable amounts, being the higher of fair value less costs to sell and value in use, are recognised as impairment losses. All other impairment losses are recognised in the profit or loss. 
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Reversals of impairment losses are recognised in the profit or loss. On reversal of an impairment loss, the depreciation or amortisation is adjusted to allocate the asset's revised carrying amount (less any residual value) over its remaining useful life. 

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

Page 24

 
UK & IE FLORA GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.11

Intangible assets

Intangible fixed assets, being software development costs, are initially measured at cost net of amortisation and any impairment losses. This asset is in the development stage and not yet in use and therefore no amortisation has been charged to date.
Only assets with a value in excess of £1,000 are capitalised. 
An assessment is made at each reporting date of whether there are indications that a fixed asset may be impaired or that an impairment loss previously recognised has fully or partially reversed. If such indications exist, the company estimates the recoverable amount of the asset. 
Shortfalls between the carrying value of fixed assets and their recoverable amounts, being the higher of fair value less costs to sell and value in use, are recognised as impairment losses. All other impairment losses are recognised in the profit or loss. 
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Reversals of impairment losses are recognised in the profit or loss. On reversal of an impairment loss, the depreciation or amortisation is adjusted to allocate the asset's revised carrying amount (less any residual value) over its remaining useful life. 

 
2.12

Leases

Operating lease annual rentals are charged to profit or loss on a straight-line basis over the term of the lease.  

 
2.13

Investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.14

Stocks

Stocks are valued as the lower of cost and estimated selling price less distribution costs. Cost is determined using the weighted average cost basis and for finished goods, these include the associated direct labour costs. 
At each reporting date, the group assesses whether stocks are impaired or if an impairment loss recognised in prior periods has reversed. Any excess of the carrying amount of stock over its estimated selling price less costs to complete and sell is recognised as an impairment in the profit or loss. Reversals of impairment losses are also recognised in the profit or loss.

 
2.15

Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held with banks and bank overdrafts. Bank overdrafts, when applicable, are shown within borrowings in current liabilities.

 
2.16

Financial instruments

The group has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102, In full, to all of its financial instruments.

Financial assets and financial liabilities are recognised when the group becomes a party to the contractual provisions of the instrument and are offset only when the group currently has a legally enforceable right to set off the recognised amounts and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. 

Page 25

 
UK & IE FLORA GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.17

Financial assets

Trade debtors 
Trade debtors which are receivable within one year that do not constitute a financing transaction, are initially measured at the transaction price. Trade debtors are subsequently measured at amortised cost, being the transaction price less any amounts settled and any impairment losses. 
A provision for impairment of trade debtors is established when there is objective evidence that the amounts due will not be collected according to the original terms of the contract. Impairment losses are recognised in profit or loss for the excess of the carrying value of the trade debtor over the present value of the future cash flows discounted using the original effective interest rate. Subsequent reversals of an impairment loss that objectively relate to an event occurring after the impairment loss was recognised, are recognised immediately in the profit or loss.

  
2.18

Financial liabilities and equity

Financial instruments are classified as liabilities and equity instruments according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities. 

  
2.19

Equity Instruments

Financial instruments classified as equity instruments are recorded at the value of the proceeds received.

 
2.20

Trade creditors

Trade creditors payable within one year that do not constitute a financing transaction are initially measured at the transaction price and subsequently measured at amortised cost, being the transaction price less any amounts settled. 

  
2.21

Derivatives

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re­measured to fair value, at each reporting date. Fair value gains and losses are recognised in profit or loss. 

  
2.22

Derecognition of financial assets and liabilities

A financial asset is derecognised only when the contractual rights to cash flows expire or are settled, or substantially all the risks and rewards of ownership are transferred to another party, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party. A financial liability (or part thereof) is derecognised when the obligation specified in the contract is discharged, cancelled or expires.

 
2.23

Dividends

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

Page 26

 
UK & IE FLORA GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.


Critical accounting estimates and areas of judgement

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The group makes estimates and assumptions concerning the future. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. 
Useful economic lives of tangible fixed assets 
The annual depreciation charge for tangible fixed assets is sensitive to changes in the estimated economic useful lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on future investments, economic utilisation and the physical condition of the assets. 
Stock provisions 
The group designs and manufactures fresh cut flower bouquets and plants which are subject to changing consumer demands and trends. As a result, it is necessary to consider the recoverability of stocks. When calculating the stock provision, the directors consider the nature and condition of stocks along with applying assumptions around anticipated saleability of items and future uses. See Note 16 for the net carrying amount of the stocks and associated provisions. 
Dilapidation Provision 
Certain property leases specify that the property must be returned by the lessee in a particular condition at the end of the lease arrangement. The provision for the reinstatement costs and remedial work is based on a quotation from an engineering and construction company specialising in the design and development of commercial glasshouses. The valuer used observable market prices, however there is a degree of uncertainty in the valuation due to the time remaining on the leases as well as price pressures caused by the cost of living crisis and the degree of judgment involved in the valuation of the provision at 31 December 2024. 
Value added tax
The directors have written to HMRC to seek clarification on the VAT position of the company's inter-group sales. At the point of signing of these accounts a response has yet to be obtained.
Irrespective of the outcome of HMRC's assessment, the directors are of the opinion that any accounting adjustments, should they arise, would be restricted to the grossing up of debtors and creditors, and would have no profit impact. On the basis that the likelihood and quantum of any assessment is highly uncertain, no adjustment has been made through these accounts.
In the event that an assessment was made by HMRC, the directors do not expect that interest or penalties would fall due. Furthermore, the directors have sought assurances from the wider group that any charges would be underwritten.


4.


Turnover

An analysis of turnover by geographical markets is not disclosed as the directors consider that such disclosure would be seriously prejudicial to the interest of the group.

Page 27

 
UK & IE FLORA GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Depreciation of owned tangible fixed assets
886,898
704,856

Stock - impairment losses recognised in cost of sales
(257,069)
364,983

Loss/ (profit) on sale of assets
(26,152)
101,480

Operating lease rentals - plant and machinery
267,700
238,788

Operating lease rentals - land and buildings
1,798,285
1,633,921

Fees payable to the company's auditors and Its associates In respect of audit and non-audit services:
Audit services - statutory audit
48,723
47,750

Tax services - compliance services
11,277
24,205

Fair value losses/ (gains) on foreign exchange contracts
(671,475)
(303,539)

Foreign exchange (gains)/ losses
(1,477,112)
(1,506,995)


6.


Employees and directors

Employees


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


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


Wages and salaries
29,833,158
38,256,201
29,779,628
38,255,184

Social security costs
4,036,887
5,422,743
4,036,887
5,422,743

Cost of defined contribution scheme
333,157
334,930
333,157
334,930

34,203,202
44,013,874
34,149,672
44,012,857


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


        2024
        2023
            No.
            No.







Administration
64
64



Manufacturing
730
748



Marketing
16
16



Sales
4
4

814
832

Page 28

 
UK & IE FLORA GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

Directors' remuneration

2024
2023
£
£

Emoluments
311,704
477,747

Company contributions to money purchase pension scheme
2,642
3,963

Total emoluments
314,346
481,710


The highest paid director received remuneration of £159,000 (2023 - £159,744).

Service charges are also levied from TAJJ Limited and Dutch Flower Group Facilities B.V. to cover directors' services. The amounts charged are included within administration charges shown in Note 25. 
Retirement benefits are accruing under a money purchase pension scheme for two directors of the company. 


Key management compensation

Key management includes the directors and members of senior management. The compensation paid or payable to key management for employee services is shown below: 


2024
2023
£
£



Emoluments
835,329
862,560

Company contributions to money purchase pension scheme
10,567
9,246

Total emoluments
845,896
871,806

There were outstanding pension contributions at the year-end of £22,073 (2023: £26,259).


7.


Interest receivable

2024
2023
£
£


Interest on bank deposits
36,694
137,572

Other interest
145,610
-

182,304
137,572

Page 29

 
UK & IE FLORA GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Interest payable and similar expenses

2024
2023
£
£



Bank overdrafts
766,439
456,784

Other interest
79
2,940

766,518
459,724


9.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
1,072,351
382,912

Share of jointly controlled entities taxation
91,394
29,901


1,163,745
412,813

Foreign tax


Foreign tax charged under other tax regimes
48,261
227,156

48,261
227,156

Total current tax
1,212,006
639,969

Deferred tax


Origination and reversal of timing differences
31,440
57,687

Adjustments in respect of previous periods
35,738
-

Total deferred tax
67,178
57,687


Total tax on profit on ordinary activities
1,279,184
697,656
Page 30

 
UK & IE FLORA GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
9.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 23.5%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
4,571,736
3,511,464


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)
1,142,934
825,426

Effects of:


Income not taxable/ expenses not deductible for tax purposes
(167,869)
(71,332)

Fixed asset timing differences
22,130
41,342

Effects of profits chargeable in other tax regimes
(47,799)
(99,562)

Other differences
41,993
(29,544)

Adjustments to tax charge in respect of prior periods
287,795
31,326

Total tax charge for the year
1,279,184
697,656


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


10.


Dividends

Group and company

2024
2023
£
£


Final dividend paid
599,637
-

599,637
-


.
Company only


2024
2023

£
£


Dividend received
234,419
-

234,419
-

Page 31

 
UK & IE FLORA GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

11.


Exceptional items

2024
2023
£
£


Exceptional items
-
15,263

-
15,263

Exceptional costs related to the disposal of the subsidiary entity Dianthus Enterprises Limited during the prior year.


12.


Intangible assets

Group and Company





Software

£





At 1 January 2024
1,621,710


Reclassification
(79,968)


Disposals
(1,541,742)



At 31 December 2024

-






Net book value



At 31 December 2024
-



At 31 December 2023
1,621,710


All intangible fixed assets are held in the company, UK & IE Flora Group Limited, therefore no separate company intangible fixed asset note has been prepared. 
The directors have performed a detailed review of the fixed asset register in the year, certain classifcation adjustments were found, which have been rectified in the above table. There is no overall impact on the statement of financial position or the profit in the period as a result of these classification adjustments.



Page 32

 
UK & IE FLORA GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Tangible fixed assets

Group and Company






Plant and machinery
Motor vehicles
Total

£
£
£



Cost or valuation


At 1 January 2024
10,591,333
145,736
10,737,069


Additions
1,157,594
-
1,157,594


Disposals
(456,100)
(32,795)
(488,895)


Reclassification
79,968
-
79,968



At 31 December 2024

11,372,795
112,941
11,485,736



Depreciation


At 1 January 2024
8,631,459
97,984
8,729,443


Charge for the year on owned assets
876,854
10,044
886,898


Disposals
(345,254)
(16,804)
(362,058)



At 31 December 2024

9,163,059
91,224
9,254,283



Net book value



At 31 December 2024
2,209,736
21,717
2,231,453



At 31 December 2023
1,959,874
47,752
2,007,626

All fixed assets are held in the company, UK & IE Flora Group Limited, therefore no separate company fixed asset note has been prepared. 
The directors have performed a detailed review of the fixed asset register in the year, certain classifcation adjustments were found, which have been rectified in the above table. There is no overall impact on the statement of financial position or the profit in the period as a result of these classification adjustment

Page 33

 
UK & IE FLORA GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Fixed asset investments

Group





Investment in joint ventures

£



Cost or valuation


At 1 January 2024
29,619


Dividends paid
(280,000)


Share of profit/(loss)
274,810



At 31 December 2024
24,429






Net book value



At 31 December 2024
24,429



At 31 December 2023
29,619

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2024
74



At 31 December 2024
74






Net book value



At 31 December 2024
74



At 31 December 2023
74

Page 34

 
UK & IE FLORA GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

JZ Flowers USA Incorporation
2115 NW 79th Ave, Doral, FL 33122, United States of America
Ordinary
90%
UK Daffodils Limited
Dianthus Business Park, Common Lane, North Cave, Brough, England, HU15 2FT
Ordinary
50%

UK & IE Flora Group Limited owns 90% of the ordinary share capital being 90 shares of $0.01 par value in JZ Flowers USA Incorporation (31 December 2023: 90% held indirectly). 
UK & IE Flora Group Limited, owns a 50% holding of the ordinary share capital being 50 shares of £1 par value in UK Daffodils Limited (31 December 2023: 50%). 


15.


Stocks

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

Raw materials and consumables
4,156,814
3,912,925
4,144,103
3,912,925

Finished goods and goods for resale
1,025,992
875,217
1,025,989
870,716

5,182,806
4,788,142
5,170,092
4,783,641


Raw materials stocks are shown net of provisions for obsolete stock of £287,972 (2023: £551,588). The difference between the purchase price and replacement cost of stocks, is not material. 

Page 35

 
UK & IE FLORA GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

16.


Debtors

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


Trade debtors
12,878,518
14,902,422
12,822,546
14,852,094

Amounts owed by group undertakings
-
109,626
2,770
109,626

Amounts owed by joint ventures and associated undertakings
550,429
-
270,429
-

Other debtors
61,316
28,240
61,316
17,938

Prepayments and accrued income
1,932,122
1,265,971
1,930,003
1,260,986

Foreign currency forward contracts (note 20)
685,328
13,853
685,328
13,853

16,107,713
16,320,112
15,772,392
16,254,497


There are no impairment losses included within trade debtors.
Amounts owed by group and related undertakings are unsecured, interest free are repayable on demand.


17.


Cash and cash equivalents

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

Cash at bank and in hand
15,572,332
2,385,288
15,552,525
2,382,418

Less: bank overdrafts
(13,784,235)
(3,598,587)
(13,784,235)
(3,598,587)

1,788,097
(1,213,299)
1,768,290
(1,216,169)



18.


Creditors: Amounts falling due within one year

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

Bank overdrafts
13,784,235
3,598,587
13,784,235
3,598,587

Trade creditors
7,144,635
5,909,028
7,130,219
5,885,527

Amounts owed to group undertakings
-
126,989
-
402,010

Amounts owed to joint ventures
2,083,167
-
2,083,167
-

Corporation tax
694,193
289,672
692,740
274,818

Other taxation and social security
2,511,562
2,489,319
2,511,562
2,489,319

Other creditors
8,374
363,050
-
362,593

Accruals and deferred income
3,106,651
7,350,029
3,099,202
7,345,367

29,332,817
20,126,674
29,301,125
20,358,221


Amounts owed to group and related undertakings are unsecured, interest free are repayable on demand.

Page 36

 
UK & IE FLORA GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

19.


Financial instruments

A significant proportion of purchases relate to transactions conducted in Euros and US Dollars. As a consequence, the group uses foreign currency forward contracts to manage the foreign change risk of future transactions and cash flows.
The contracts are valued based on available market data. The group does not adopt hedge accounting for forward exchange contracts and, consequently, fair value gains and losses are recognised in profit or loss.
At the year end, the total carrying amount of outstanding foreign exchange forward contracts that the group has committed to are as follows: 


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


US Dollars
(150,930)
-
(150,930)
-

Euros
836,258
13,853
836,258
13,853

685,328
13,853
685,328
13,853

An amount of €48.12m and $6.0m (2023: €33.65m and $Nil) is expected to be received from counterparties and an amount of €Nil (2023: €Nil) is expected to be paid to counterparties in respect of the obligations under forward foreign exchange contracts.
The above contracts expire within nine months of the year end. Given the fixed nature of these contracts any future cash flows will be settled at the contracted rates and as such any movements in the market exchange rates will impact upon future profit or loss performance.
The fair value of derivative financial instruments is equal to the carrying amount. The fair value of forward foreign currency contracts represents the gain or loss resulting from translation of the contracts using forward rates at the year-end date compared to actual contract rates.
Forward foreign· currency contracts
The gain on forward foreign currency contract of £671,475 (2023: £303,539) has been recognised in the profit or loss. 


20.


Deferred taxation


Group



2024
2023


£

£






At beginning of year
206,934
149,247


Movement in year
67,178
57,687



At end of year
274,112
206,934

Page 37

 
UK & IE FLORA GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
20.Deferred taxation (continued)

Company


2024
2023


£

£






At beginning of year
206,934
149,247


Charged to profit or loss
67,178
57,687



At end of year
274,112
206,934

The provision for deferred taxation is made up as follows:

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

Accelerated capital allowances
274,112
206,934
274,112
206,934

274,112
206,934
274,112
206,934


21.


Share capital and reserves

Group and company


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

Share capital 
Allotted, issued and fully paid:

A Ordinary shares of £1 each
1,000
1,000
1,000
1,000

B Ordinary shares of £1 each
1,000
1,000
1,000
1,000

2,000
2,000
2,000
2,000

The shares have no rights to dividends except those recommended by the directors, no redemption rights and unlimited rights to share in the surplus in winding up. Ordinary A and Ordinary B shares have one vote per share.

Retained earnings 

Cumulative profit and loss net of distributions to owners. 

Page 38

 
UK & IE FLORA GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
22.


Analysis of net debt




At 1 January 2024
Cash flows
At 31 December 2024
£

£

£

Cash at bank and in hand

2,385,288

13,187,044

15,572,332

Bank overdrafts

(3,598,587)

(10,185,648)

(13,784,235)

Liquid investments

13,853

671,475

685,328


(1,199,446)
3,672,871
2,473,425


23.


Capital commitments

Capital expenditure contracted but not provided for in the financial statements amounted to £1,171,655 (2023: £92,715). All capital expenditure contracted but not provided for relates to the company.


24.


Commitments under operating leases

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


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

Not later than 1 year
2,524,461
1,956,954
2,524,461
1,956,954

Later than 1 year and not later than 5 years
7,518,220
7,336,680
7,518,220
7,336,680

Later than 5 years
-
2,651,260
-
2,651,260

10,042,681
11,944,894
10,042,681
11,944,894


Page 39

 
UK & IE FLORA GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

25.


Related party transactions

The directors consider that the company is not controlled by any one party. 
The company and group had arm's length transactions with related entities, in the normal course of business, as follows:

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

Sale of goods and services to related undertakings

Supply of flowers and labour
341,814
22,356,177
341,814
22,356,177

Interest receivable
142,372
83,490
142,372
83,490

Total sales to related parties
484,186
22,439,667
484,186
22,439,667

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

Purchases of goods and services from related undertakings

Flowers and materials
98,065,126
54,981,685
98,065,126
54,981,685

Property rent (inc. service charges)
2,426,566
1,127,236
2,426,566
1,127,236

Administration charges
1,594,345
734,598
1,594,345
734,598

Fixed assets
-
593,885
-
593,885

Group Software costs
390,489
-
390,489
-

Total purchases from related parties
102,476,526
57,437,404
102,476,526
57,437,404

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

Debtors:

Group undertakings
-
109,626
2,770
109,626

Related undertakings
550,429
-
270,429
-

Total amounts owed by related parties
550,429
109,626
273,199
109,626

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

Creditors:

Group undertakings
-
128,989
-
12,898

Related undertakings
2,083,167
-
2,083,167
-

Total amounts owed to related parties
2,083,167
128,989
2,083,167
12,898

Page 40

 
UK & IE FLORA GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

26.


Post balance sheet events

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


27.


Contingent liability

The directors have written to HMRC to seek clarification on the VAT position of the company's inter-group sales. At the point of signing these accounts, a response has yet to be obtained, and as such, the directors are uncertain whether any liability will fall due.
Irrespective of the outcome of HMRC's assessment, the directors are of the opinion that any accounting adjustments, should they arise, would be restricted to the grossing up of debtors and creditors, and would have no profit impact. On the basis that the likelihood and quantum of any assessment is highly uncertain and cannot be reliably measured, no adjustment has been made through these accounts.
In the event that an assessment was made by HMRC, the directors do not expect that interest or penalties would fall due. Furthermore, the directors have sought assurances from the wider group that any charges would be underwritten. Accordingly, no liability has been recorded in these accounts. 


Page 41