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REGISTERED NUMBER: 11456736 (England and Wales)







GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST JULY 2024

FOR

DAVID AUSTIN ROSES (HOLDINGS) LIMITED

DAVID AUSTIN ROSES (HOLDINGS) LIMITED (REGISTERED NUMBER: 11456736)






CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST JULY 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 5

Consolidated Income Statement 9

Consolidated Other Comprehensive Income 10

Consolidated Balance Sheet 11

Company Balance Sheet 12

Consolidated Statement of Changes in Equity 13

Company Statement of Changes in Equity 14

Consolidated Cash Flow Statement 15

Notes to the Consolidated Cash Flow Statement 16

Notes to the Consolidated Financial Statements 17


DAVID AUSTIN ROSES (HOLDINGS) LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31ST JULY 2024







DIRECTORS: Mr D J C Austin
Mr R D C Austin
Miss S E Oldham
Mr T Smith





SECRETARY: Mr T Smith





REGISTERED OFFICE: Bowling Green Lane
Albrighton
Wolverhampton
West Midlands
WV7 3HB





REGISTERED NUMBER: 11456736 (England and Wales)





AUDITORS: Stanton Ralph & Co Limited
Chartered Accountants
Statutory Auditor
The Old Police Station
Whitburn Street
Bridgnorth
Shropshire
WV16 4QP

DAVID AUSTIN ROSES (HOLDINGS) LIMITED (REGISTERED NUMBER: 11456736)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31ST JULY 2024

The directors present their strategic report of the company and the group for the year ended 31st July 2024.

REVIEW OF BUSINESS AND KEY PERFORMANCE INDICATORS
Turnover for the year increased from £27,354,643 in the prior year to £30,816,704 for the year ended 31st July 2024. The increase is in line with business forecasts, as unit sales have continued to rise following the post-covid drop. The company continues to purchase a significant portion of its rose stock under fixed price contracts. As a result of rising costs within the UK economy, these fixed prices increased during the year, however the company's exposure to price increases is limited as prices are negotiated annually. As a result of this the group's gross profit margin only increased slightly from 48.66% in the prior to 49.02% in the current year.

As a result of the above, the group's operating profit before other income increased from £1,534,519 in the prior year to £3,327,144 in the current year.

The group holds listed investments for long term gain. As a result of some good performance in the UK investment markets a profit of £1,561,021 was realised by the group, compared to £292,434 loss in the prior year after some uncertainty with UK markets in 2023. The directors expect the performance of the funds to maintain the current performance level.

Despite the economic conditions the group continues to generate significant profits and maintains a strong net asset position.

The group again committed substantial funds to research and development activities where its extensive breeding programme continues to facilitate the development of new varieties and is viewed by the directors as a foundation for future success.

PRINCIPAL RISKS AND UNCERTAINTIES
The group operates in competitive markets and would be adversely impacted by potential further tough economic conditions in the future. It has significant overseas sales, particularly in the USA, rendering it susceptible to adverse foreign currency movements. The directors continue to strengthen the group's branding so as to make it as resistant as possible to tough economic conditions and mitigate foreign exchange risks via the use of currency options and derivatives.

Adverse weather conditions could impact upon growing crop quality and yields within the group's supply chain. The group mitigates this risk via the use of multiple growers in various geographical locations.

KEY PERFORMANCE INDICATORS
Indicator 2024 2023
Turnover £30,816,704 £27,354,643
Gross profit margin 49.02% 48.66%
Operating profit before other income £3,327,144 £1,534,519
Profit before tax £5,492,654 £1,548,361
Net assets £43,323,397 £40,567,725
Cash £7,943,416 £4,065,317

ON BEHALF OF THE BOARD:





Miss S E Oldham - Director


30th April 2025

DAVID AUSTIN ROSES (HOLDINGS) LIMITED (REGISTERED NUMBER: 11456736)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31ST JULY 2024

The directors present their report with the financial statements of the company and the group for the year ended 31st July 2024.

PRINCIPAL ACTIVITIES
The principal activities of the group in the year under review were those of rose breeding, wholesaling, retail, licensing, plant centre operation and investment management.

The principal activity of the company was that of a group holding company and investment management.

DIVIDENDS
Dividends of £1,295,000 (2023: £1,579,200) were paid during the year.

RESEARCH AND DEVELOPMENT
The group continues to commit substantial funds into research and development activities where its extensive breeding programme continues to facilitate the development of new varieties and is viewed by the directors as a foundation for future success. Total research and development costs were £756,305 (2023: £1,023,552).

FUTURE DEVELOPMENTS
The group anticipates continued profitability for the year to 31st July 2024 and subsequently.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1st August 2023 to the date of this report.

Mr D J C Austin
Mr R D C Austin

Other changes in directors holding office are as follows:

Miss S E Oldham - appointed 1st September 2023
Mr T Smith - appointed 1st November 2023

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the 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 and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

DAVID AUSTIN ROSES (HOLDINGS) LIMITED (REGISTERED NUMBER: 11456736)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31ST JULY 2024


STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:





Miss S E Oldham - Director


30th April 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
DAVID AUSTIN ROSES (HOLDINGS) LIMITED

Opinion
We have audited the financial statements of David Austin Roses (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st July 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31st July 2024 and of the group's profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

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

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
DAVID AUSTIN ROSES (HOLDINGS) LIMITED


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 Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
DAVID AUSTIN ROSES (HOLDINGS) LIMITED


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

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

Extent to which the audit was considered capable of detecting irregularities, including fraud
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures include the following:

- Enquiring of the directors and senior management
- Discussing among the engagement team, including the tax team, how and where fraud might occur in the financial statements
- Obtaining an understanding of the legal and statutory framework that the group operates in. The key laws and regulations we considered in this context include the Companies Act 2006, Tax Legislation and Environmental and Health and Safety legislation.

Audit response to risks identified
As a result of performing the above we identified the occurrence of revenue and accuracy of certain stock lines as significant risks at the assertion level.

In addition to the above, our procedures to respond to risks identified included the following:
- Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with relevant laws and regulations

- Enquiring of management and the directors and external legal advisors concerning actual and potential litigation and claims

- Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud

- Completing focused testing on all revenue streams via a detailed review of a sample of documents supporting revenue recorded during the year.

- Completing substantive testing over manual calculations used to value stock, including agreement of calculation inputs to supporting third party documents.

- Addressing the risk of fraud through management override of controls via reviewing the appropriateness of journal entries and other adjustments, assessing whether the judgements made in making accounting estimates are indicative of a potential bias and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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 Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
DAVID AUSTIN ROSES (HOLDINGS) LIMITED


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




Darren Foot FCA (Senior Statutory Auditor)
for and on behalf of Stanton Ralph & Co Limited
Chartered Accountants
Statutory Auditor
The Old Police Station
Whitburn Street
Bridgnorth
Shropshire
WV16 4QP

30th April 2025

DAVID AUSTIN ROSES (HOLDINGS) LIMITED (REGISTERED NUMBER: 11456736)

CONSOLIDATED
INCOME STATEMENT
FOR THE YEAR ENDED 31ST JULY 2024

31.7.23 31.7.24
£    £    Notes £   

27,354,643 TURNOVER 3 30,816,704

14,045,214 Cost of sales 15,709,227
13,309,429 GROSS PROFIT 15,107,477

11,774,910 Administrative expenses 11,780,333
1,534,519 3,327,144

(292,434 ) Other operating income 4 1,585,820
1,242,085 OPERATING PROFIT 6 4,912,964

232,462 Income from fixed asset investments 340,088
73,814 Interest receivable and similar income 239,602
306,276 579,690
1,548,361 PROFIT BEFORE TAXATION 5,492,654

342,778 Tax on profit 7 1,344,680
1,205,583 PROFIT FOR THE FINANCIAL YEAR 4,147,974
Profit attributable to:
1,205,583 Owners of the parent 4,147,974

DAVID AUSTIN ROSES (HOLDINGS) LIMITED (REGISTERED NUMBER: 11456736)

CONSOLIDATED
OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31ST JULY 2024

31.7.23 31.7.24
£    Notes £   

1,205,583 PROFIT FOR THE YEAR 4,147,974


OTHER COMPREHENSIVE INCOME
(407,597 ) Retranslation foreign operations (97,302 )
- Income tax relating to other
comprehensive income

-
(407,597 ) OTHER COMPREHENSIVE INCOME FOR THE
YEAR, NET OF INCOME TAX

(97,302

)
797,986 TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

4,050,672

Total comprehensive income attributable to:
797,986 Owners of the parent 4,050,672

DAVID AUSTIN ROSES (HOLDINGS) LIMITED (REGISTERED NUMBER: 11456736)

CONSOLIDATED BALANCE SHEET
31ST JULY 2024

31.7.23 31.7.24
£    £    Notes £   
FIXED ASSETS
11,661,851 Tangible assets 10 11,580,919
21,354,885 Investments 11 21,078,963
33,016,736 32,659,882

CURRENT ASSETS
4,044,740 Stocks 12 4,302,954
3,755,786 Debtors 13 3,669,709
4,065,317 Cash at bank 7,943,416
11,865,843 15,916,079
CREDITORS
4,009,703 Amounts falling due within one year 14 4,624,995
7,856,140 NET CURRENT ASSETS 11,291,084
40,872,876 TOTAL ASSETS LESS CURRENT LIABILITIES 43,950,966

305,151 PROVISIONS FOR LIABILITIES 16 627,569
40,567,725 NET ASSETS 43,323,397

CAPITAL AND RESERVES
5,320 Called up share capital 17 5,320
10,256 Other reserves 18 10,256
(323,898 ) Foreign exchange reserve 18 (421,200 )
40,876,047 Retained earnings 18 43,729,021
40,567,725 SHAREHOLDERS' FUNDS 43,323,397

The financial statements were approved by the Board of Directors and authorised for issue on 30th April 2025 and were signed on its behalf by:





Miss S E Oldham - Director


DAVID AUSTIN ROSES (HOLDINGS) LIMITED (REGISTERED NUMBER: 11456736)

COMPANY BALANCE SHEET
31ST JULY 2024

31.7.23 31.7.24
£    £    Notes £   
FIXED ASSETS
- Tangible assets 10 -
21,360,207 Investments 11 21,084,285
21,360,207 21,084,285

CURRENT ASSETS
989,456 Debtors 13 1,434,011
186,428 Cash at bank 143,875
1,175,884 1,577,886
CREDITORS
2,579,287 Amounts falling due within one year 14 29,704
(1,403,403 ) NET CURRENT ASSETS/(LIABILITIES) 1,548,182
19,956,804 TOTAL ASSETS LESS CURRENT LIABILITIES 22,632,467

- PROVISIONS FOR LIABILITIES 16 229,445
19,956,804 NET ASSETS 22,403,022

CAPITAL AND RESERVES
5,320 Called up share capital 17 5,320
19,951,484 Retained earnings 18 22,397,702
19,956,804 SHAREHOLDERS' FUNDS 22,403,022

42,250 Company's profit for the financial year 3,741,218

The financial statements were approved by the Board of Directors and authorised for issue on 30th April 2025 and were signed on its behalf by:





Miss S E Oldham - Director


DAVID AUSTIN ROSES (HOLDINGS) LIMITED (REGISTERED NUMBER: 11456736)

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

Called up Foreign
share Retained Other exchange Total
capital earnings reserves reserve equity
£    £    £    £    £   
Balance at 1st August 2022 5,320 41,249,664 10,256 83,699 41,348,939

Changes in equity
Retranslation of foreign
operations - - - (407,597 ) (407,597 )
Dividends - (1,579,200 ) - - (1,579,200 )
Total comprehensive income - 1,205,583 - - 1,205,583
Balance at 31st July 2023 5,320 40,876,047 10,256 (323,898 ) 40,567,725

Changes in equity
Retranslation of foreign
operations - - - (97,302 ) (97,302 )
Dividends - (1,295,000 ) - - (1,295,000 )
Total comprehensive income - 4,147,974 - - 4,147,974
Balance at 31st July 2024 5,320 43,729,021 10,256 (421,200 ) 43,323,397

DAVID AUSTIN ROSES (HOLDINGS) LIMITED (REGISTERED NUMBER: 11456736)

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

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1st August 2022 5,320 21,488,434 21,493,754

Changes in equity
Dividends - (1,579,200 ) (1,579,200 )
Total comprehensive income - 42,250 42,250
Balance at 31st July 2023 5,320 19,951,484 19,956,804

Changes in equity
Dividends - (1,295,000 ) (1,295,000 )
Total comprehensive income - 3,741,218 3,741,218
Balance at 31st July 2024 5,320 22,397,702 22,403,022

DAVID AUSTIN ROSES (HOLDINGS) LIMITED (REGISTERED NUMBER: 11456736)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31ST JULY 2024

31.7.23 31.7.24
£    Notes £   
Cash flows from operating activities
1,531,856 Cash generated from operations 1 4,499,406
(823,454 ) Tax paid (323,047 )
708,402 Net cash from operating activities 4,176,359

Cash flows from investing activities
(1,340,713 ) Purchase of tangible fixed assets (940,016 )
(6,854,447 ) Purchase of fixed asset investments (3,499,475 )
4,755,416 Sale of fixed asset investments 5,362,246
73,814 Interest received 228,210
- Dividends received (31,573 )
232,462 Income from listed investments 351,480
(3,133,468 ) Net cash from investing activities 1,470,872

Cash flows from financing activities
- Amount repaid by directors 5,177
(119,433 ) Amount withdrawn by directors (79,309 )
(971,500 ) Issue of related party loans (400,000 )
(1,379,200 ) Equity dividends paid (1,295,000 )
(2,470,133 ) Net cash from financing activities (1,769,132 )

(4,895,199 ) Increase/(decrease) in cash and cash equivalents 3,878,099
8,960,516 Cash and cash equivalents at beginning
of year

2

4,065,317

4,065,317 Cash and cash equivalents at end of
year

2

7,943,416

DAVID AUSTIN ROSES (HOLDINGS) LIMITED (REGISTERED NUMBER: 11456736)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31ST JULY 2024

1. RECONCILIATION OF PROFIT FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS

31.7.24 31.7.23
£    £   
Profit for the financial year 4,147,974 1,205,583
Depreciation charges 995,290 906,388
Profit on disposal of fixed assets (87,206 ) (2,314 )
Fair value movements in investments (1,498,143 ) 292,434
Finance income (579,690 ) (306,276 )
Taxation 1,344,680 342,778
4,322,905 2,438,593
Increase in stocks (258,214 ) (372,501 )
Increase in trade and other debtors (165,229 ) (303,767 )
Increase/(decrease) in trade and other creditors 599,944 (230,469 )
Cash generated from operations 4,499,406 1,531,856

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31st July 2024
31.7.24 1.8.23
£    £   
Cash and cash equivalents 7,943,416 4,065,317
Year ended 31st July 2023
31.7.23 1.8.22
£    £   
Cash and cash equivalents 4,065,317 8,960,516


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.8.23 Cash flow At 31.7.24
£    £    £   
Net cash
Cash at bank 4,065,317 3,878,099 7,943,416
4,065,317 3,878,099 7,943,416
Total 4,065,317 3,878,099 7,943,416

DAVID AUSTIN ROSES (HOLDINGS) LIMITED (REGISTERED NUMBER: 11456736)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST JULY 2024

1. STATUTORY INFORMATION

David Austin Roses (Holdings) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

The financial statements are prepared in Sterling.

Basis of consolidation
The group financial statements have been prepared under the provision of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 and applicable accounting standards. The consolidated financial statements incorporate the financial statements of the company and entities that continue to be controlled by the Group (its subsidiaries). Control exists where the Group has the power to govern the financial and operating policies of the entity, generally conferred by holding a majority of voting rights.

All intra-group balances, transactions, income and expenses are eliminated on consolidation. The consolidated accounts are prepared using uniform accounting policies.

For the purpose of presenting consolidated financial statements, the assets and liabilities of the group's foreign operations are translated from their functional currency to Pound Sterling using the closing exchange rate. Income and expenses are translated using the average rate for the period. Exchange differences arising on the translation of foreign operations are recognised in other comprehensive income.

Turnover
Turnover represents the net amount invoiced by the group to external customers for goods and services excluding value added tax. Turnover is recognised when the risks and rewards of owning the goods has been passed to the customer which is generally on delivery.

Licensing income is included in turnover and is recognised in line with agreements with licensees, either based upon the sales to external customers of the licensee or at the point of propagation.

Other income
Other income comprises income from listed investments and any increases arising from fair value adjustments of listed investments.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Freehold property - 1% on cost
Plant and machinery - 25% on cost, 20% on cost and 10% on cost
Motor vehicles - 25% on cost

Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.

Assets are depreciated from the date they are brought into use.

Freehold land is not depreciated.

DAVID AUSTIN ROSES (HOLDINGS) LIMITED (REGISTERED NUMBER: 11456736)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST JULY 2024

2. ACCOUNTING POLICIES - continued

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Externally grown growing stock is valued at the estimated cost to bring the goods to their current condition based on the contractual purchase price of the goods.

Internally grown stock, including roses held for resale and consumable materials used in rose production is valued at the lower of average cost and net realisable value.

Remaining stock is valued at the lower of cost, on a FIFO basis, and net realisable value.

All stocks are reviewed annually for indicators of impairment due to slow moving or obsolete items, with impairments recorded in the statement of comprehensive income.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Group relief
The benefit of group relief is accounted for within the tax charge of the profit making undertaking. No payment is made for group relief between group undertakings.

Research and development
The group undertakes research and development so as to pursue its fundamental aim of developing rose varieties free of disease. The group's policy is not to capitalise and carry forward costs incurred due to the highly speculative nature of the work.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

DAVID AUSTIN ROSES (HOLDINGS) LIMITED (REGISTERED NUMBER: 11456736)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST JULY 2024

2. ACCOUNTING POLICIES - continued

Investments
Investments in listed shares and equity shares have been valued at fair value where publicly traded and the gains and losses have been adjusted in the income statement in line with FRS102.

Investments in subsidiaries have been included at cost less impairment, in line with FRS102.

Debtors and creditors receivable/payable within one year
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses from impairment are recognised in the income statement in other administration expenses.

Loans and borrowings
Loan and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective rate of interest method, less impairment. If an arrangement constitutes a financial transaction it is measured at present value.

Foreign currencies
In accordance with FRS102, foreign currency transactions are translated at the rates ruling when they occurred. Foreign currency monetary assets and liabilities are translated at the balance sheet date using the spot rate of exchange. Any differences are taken to the income statement.

Foreign operations with differing functional currencies are retranslated into the presentational currency of the group using the consolidation rules under FRS102. Income and expenditure are translated at a rate which approximates the rate prevailing at the date of the transaction, being the average rate for the year. Assets and liabilities are translated at the spot rate prevailing at the balance sheet date. Differences arising on retranslation of the foreign operations are taken to the statement of comprehensive income as other comprehensive income.

3. TURNOVER

The turnover and profit before taxation are attributable to the principal activities of the group.

An analysis of turnover by class of business is given below:

31.7.24 31.7.23
£    £   
Sale of goods 28,134,234 24,764,278
Licensing and royalties 2,682,470 2,590,365
30,816,704 27,354,643

An analysis of turnover by geographical market is given below:

31.7.24 31.7.23
£    £   
United Kingdom 16,377,040 17,026,226
Europe 2,406,742 1,410,553
Rest of the world 12,032,922 8,917,864
30,816,704 27,354,643

DAVID AUSTIN ROSES (HOLDINGS) LIMITED (REGISTERED NUMBER: 11456736)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST JULY 2024

4. OTHER OPERATING INCOME
31.7.24 31.7.23
£    £   
Sundry receipts 24,799 -
Unrealised (loss)/profit on fair value of listed
investments

1,561,021

(292,434

)
1,585,820 (292,434 )

5. EMPLOYEES AND DIRECTORS
31.7.24 31.7.23
£    £   
Wages and salaries 8,001,659 6,659,034
Social security costs 769,045 706,797
Other pension costs 407,921 325,174
9,178,625 7,691,005

The average number of employees during the year was as follows:
31.7.24 31.7.23

Selling and administration 125 125
Production and breeding 135 99
260 224

31.7.24 31.7.23
£    £   
Directors' remuneration 687,837 391,273
Directors' pension contributions to money purchase schemes 50,500 14,500

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 2 2

Information regarding the highest paid director is as follows:
31.7.24 31.7.23
£    £   
Emoluments etc 251,840 247,273
Pension contributions to money purchase schemes - 4,000

6. OPERATING PROFIT

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

31.7.24 31.7.23
£    £   
Hire of equipment 87,182 119,638
Depreciation - owned assets 995,290 906,388
Profit on disposal of fixed assets (87,206 ) (2,314 )
Auditors' remuneration 42,190 42,725
Foreign exchange differences 63,904 (189,486 )
Changes in fair value of listed investments (1,561,021 ) 292,434
Research and development costs 756,305 1,023,552

DAVID AUSTIN ROSES (HOLDINGS) LIMITED (REGISTERED NUMBER: 11456736)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST JULY 2024

7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
31.7.24 31.7.23
£    £   
Current tax:
UK corporation tax 718,111 224,474
Under/(over) provision in prior years 322,900 -
Patent box (198,109 ) (67,270 )
Double taxation relief (296,780 ) (103,059 )
Overseas tax 473,178 382,800
Total current tax 1,019,300 436,945

Deferred tax 325,380 (94,167 )
Tax on profit 1,344,680 342,778

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.7.24 31.7.23
£    £   
Profit before tax 5,492,654 1,548,361
Profit multiplied by the standard rate of corporation tax in the UK of
25 % (2023 - 21 %)

1,373,164

325,156

Effects of:
Expenses not deductible for tax purposes 67,404 17,111
Income not taxable for tax purposes (522,175 ) (79,093 )
Depreciation in excess of capital allowances 114,112 176,245
Utilisation of tax losses (125,318 ) -
Research and development (189,076 ) (214,946 )
Patent box claim (198,109 ) (67,270 )
Other timing differences 322,900 -

Overseas tax 176,398 279,742
Deferred tax 325,380 (94,167 )
Total tax charge 1,344,680 342,778

Tax effects relating to effects of other comprehensive income

31.7.24
Gross Tax Net
£    £    £   
Retranslation foreign operations (97,302 ) - (97,302 )

31.7.23
Gross Tax Net
£    £    £   
Retranslation of foreign operations (407,597 ) - (407,597 )

The group expects the UK tax charge to continue to be lower than the standard rate in the UK due to substantial ongoing research and development activities and claims under the patent box regime.

DAVID AUSTIN ROSES (HOLDINGS) LIMITED (REGISTERED NUMBER: 11456736)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST JULY 2024

8. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


9. DIVIDENDS

Dividends of £1,295,000 (2023: £1,579,000) were declared during the year.

10. TANGIBLE FIXED ASSETS

Group
Freehold Plant and Motor
Totals property machinery vehicles
£    £    £    £   
COST
At 1st August 2023 17,988,461 10,247,758 7,404,553 336,150
Additions 940,016 65,703 781,537 92,776
Disposals (7,500 ) - (7,500 ) -
Exchange differences (3,547 ) (13,109 ) 9,124 438
At 31st July 2024 18,917,430 10,300,352 8,187,714 429,364
DEPRECIATION
At 1st August 2023 6,326,610 853,548 5,203,731 269,331
Charge for year 995,290 158,557 800,026 36,707
Eliminated on disposal (6,000 ) - (6,000 ) -
Exchange differences 20,611 3,492 16,711 408
At 31st July 2024 7,336,511 1,015,597 6,014,468 306,446
NET BOOK VALUE
At 31st July 2024 11,580,919 9,284,755 2,173,246 122,918
At 31st July 2023 11,661,851 9,394,210 2,200,822 66,819

Included in cost of land and buildings is freehold land of £2,271,077 (2023: £2,271,077) which is not depreciated.

11. FIXED ASSET INVESTMENTS

Group
Listed
investments
£   
COST OR VALUATION
At 1st August 2023 21,354,885
Additions 3,499,475
Disposals (5,274,828 )
Revaluations 1,499,431
At 31st July 2024 21,078,963
NET BOOK VALUE
At 31st July 2024 21,078,963
At 31st July 2023 21,354,885

DAVID AUSTIN ROSES (HOLDINGS) LIMITED (REGISTERED NUMBER: 11456736)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST JULY 2024

11. FIXED ASSET INVESTMENTS - continued

Group

Listed investments held by the group at the balance sheet date were valued, on an active market basis, as at 31st July 2024, by the related investment management company. The original purchase price of listed investments was £20,294,205 (2023: £22,068,270).
Company
Listed Unlisted
Totals investments investments
£    £    £   
COST OR VALUATION
At 1st August 2023 21,360,207 21,354,885 5,322
Additions 3,499,475 3,499,475 -
Disposals (5,274,828 ) (5,274,828 ) -
Revaluations 1,499,431 1,499,431 -
At 31st July 2024 21,084,285 21,078,963 5,322
NET BOOK VALUE
At 31st July 2024 21,084,285 21,078,963 5,322
At 31st July 2023 21,360,207 21,354,885 5,322

Listed investments held by the company at the balance sheet date were valued, on an active market basis, as at 31st July 2024, by the related investment management company. The original purchase price of listed investments was £20,294,205 (2023: £22,068,270).

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

David Austin Roses Limited
Registered office: Bowling Green Lane, Albrighton, Shropshire, WV7 3HB
Nature of business: Rose grower and retailer
%
Class of shares: holding
Ordinary 100.00
31.7.24 31.7.23
£    £   
Aggregate capital and reserves 19,905,190 19,550,801
Profit for the year 2,300,463 670,716

David Austin Rose Nursery Limited
Registered office: Bowling Green Lane, Albrighton, Shropshire, WV7 3HB
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00
31.7.24 31.7.23
£    £   
Profit for the year - 534,387

David Austin Rose Nursery Limited is a qualifying dormant subsidiary and under section 394A, Companies Act 2006 has not prepared individual financial statements.

DAVID AUSTIN ROSES (HOLDINGS) LIMITED (REGISTERED NUMBER: 11456736)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST JULY 2024

11. FIXED ASSET INVESTMENTS - continued

Company

David Austin Roses Japan KK
Registered office: Japan
Nature of business: Rose retailer and wholesaler
%
Class of shares: holding
Ordinary 100.00
31.7.24 31.7.23
£    £   
Aggregate capital and reserves 1,054,008 1,001,062
Profit for the year 104,253 158,229

DA English Roses Limited
Registered office: Bowling Green Lane, Albrighton, Shropshire, WV7 3HB
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00
31.7.24 31.7.23
£    £   
Aggregate capital and reserves - 97,960
Loss for the year (97,960 ) -

D A English Roses Limited is a qualifying dormant subsidiary and under section 394A, Companies Act 2006 has not prepared individual financial statements.

David Austin Roses Farms Limited
Registered office: Bowling Green Lane, Albrighton, Shropshire, WV7 3HB
Nature of business: Dormant company
%
Class of shares: holding
Ordinary 100.00
31.7.24 31.7.23
£    £   
Aggregate capital and reserves 100 100

David Austin Roses Farms Limited is a qualifying dormant subsidiary and under section 394A, Companies Act 2006 has not prepared individual financial statements.


12. STOCKS

Group
31.7.24 31.7.23
£    £   
Growing plants 2,606,002 2,126,266
Plants and goods for resale 1,696,952 1,918,474
4,302,954 4,044,740

DAVID AUSTIN ROSES (HOLDINGS) LIMITED (REGISTERED NUMBER: 11456736)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST JULY 2024

13. DEBTORS

Group Company
31.7.24 31.7.23 31.7.24 31.7.23
£    £    £    £   
Amounts falling due within one year:
Trade debtors 1,699,808 1,640,445 - -
Other debtors 52,965 4,485 4,485 4,485
Amounts owed from related parties - 971,500 - 971,500
Directors' current accounts 1,365 5,810 - -
Tax 277,042 882,332 26,453 13,471
Prepayments and accrued income 235,456 251,214 - -
2,266,636 3,755,786 30,938 989,456

Amounts falling due after more than one year:
Amounts owed by participating interests 1,403,073 - 1,403,073 -

Aggregate amounts 3,669,709 3,755,786 1,434,011 989,456

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.7.24 31.7.23 31.7.24 31.7.23
£    £    £    £   
Trade creditors 1,617,961 1,143,870 - 6,524
Amounts owed to group undertakings - - 21,497 2,488,781
Tax 103,962 10,037 2,800 -
Social security and other taxes 835,922 646,634 - -
Other creditors 50,818 - - -
Customer deposits 880,910 1,022,284 - -
Directors' current accounts 906 79,483 907 79,483
Accrued expenses 1,134,516 1,107,395 4,500 4,499
4,624,995 4,009,703 29,704 2,579,287

Amounts owed to group undertakings are unsecured, non-interest bearing and repayable on demand.

15. SECURED DEBTS

A unlimited multilateral guarantee dated October 2019 has been given by the subsidiary undertakings, David Austin Roses Limited, David Austin Rose Nursery Limited and DA English Roses Limited in favour of the group's bankers.

A cross guarantee exists between certain group companies where certain compensating bank balances are offset against each other. As at the group's balance sheet date, there are no overdrawn bank balances subject to this offset.

DAVID AUSTIN ROSES (HOLDINGS) LIMITED (REGISTERED NUMBER: 11456736)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST JULY 2024

16. PROVISIONS FOR LIABILITIES

Group Company
31.7.24 31.7.23 31.7.24 31.7.23
£    £    £    £   
Deferred tax
Accelerated capital allowances 401,086 305,151 - -
Deferred tax 226,483 - 229,445 -
627,569 305,151 229,445 -

Group
Deferred
tax
£   
Balance at 1st August 2023 305,151
Provided during year 322,418
Balance at 31st July 2024 627,569

Company
Deferred
tax
£   
Provided during year 229,445
Balance at 31st July 2024 229,445

Deferred tax relating to accelerated capital allowances is expected to reverse over the useful life of the associated assets.

17. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.7.24 31.7.23
value: £    £   
2,280 Preference £1 2,280 2,280
3,040 Ordinary 'B' £1 3,040 3,040
5,320 5,320

Both share classes are irredeemable, carry voting rights and are entitled to receive dividends. The capital rights of each share class in a winding up are specified in paragraph 2.6 of the company's Articles of Association.

DAVID AUSTIN ROSES (HOLDINGS) LIMITED (REGISTERED NUMBER: 11456736)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST JULY 2024

18. RESERVES

Other reserves
The other reserves represent the value of the share premium account and capital redemption reserve in the balance sheet of the subsidiary undertaking, David Austin Roses Limited, at the date of its acquisition by the company.

Profit and loss account
The profit and loss account represents accumulated profits and losses net of dividends and other adjustments. It also includes income/(expenditure) which represents the gain/(loss) on the fair value of listed investments. In accordance with FRS102, these amounts are considered non-distributable.

Foreign exchange reserve
The foreign exchange reserve represents the accumulated gains and losses arising on the conversion of foreign operations from their functional currency to the presentational currency of the group.

19. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the years ended 31st July 2024 and 31st July 2023:

31.7.24 31.7.23
£    £   
R D C Austin
Balance outstanding at start of year 5,810 4,064
Amounts advanced 732 1,746
Amounts repaid (5,177 ) -
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year 1,365 5,810

No interest has been charged on the loan with directors during the year.

20. RELATED PARTY DISCLOSURES

Key management personnel of the group
31.7.24 31.7.23
£    £   
Remuneration 684,866 665,319

All directors and certain senior employees who have authority and responsibility for planning, directing and controlling the activities of the group are considered to be key management personnel.

Other related parties

During the year the group advanced amounts totalling £431,573 to Ackleton Estates Limited, a company under the control of a relative of D J C Austin. At the balance sheet date, Ackleton Estates Limited owed the group £1,403,073 (2023: £971,500). The balance attracts interest at the HMRC official interest rate which for the year ended 31st July 2024 was 2.25%.

DAVID AUSTIN ROSES (HOLDINGS) LIMITED (REGISTERED NUMBER: 11456736)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST JULY 2024

21. POST BALANCE SHEET EVENTS

On 1st August 2024 David Austin Roses (Holdings) Limited was acquired by David Austin Holdings Limited via a share for share exchange, from which date David Austin Holdings Ltd became the ultimate parent undertaking. Subsequently the investment portfolios previously held by David Austin Roses (Holdings) Limited have been transferred at open market value into David Austin Holdings Ltd and then into David Austin Investments Limited via a capital reduction demerger.

David Austin Investments Limited is controlled by D J C Austin, director. Post demerger the ultimate controlling party of the David Austin Holdings Limited group is The D C H Austin Will Trust, of which D J C Austin is a Trustee.

22. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is considered to be D J C Austin by virtue of his shareholding and his ultimate responsibility for all group operating decisions.

23. PENSION COMMITMENTS

The group operates and contributes to defined contribution pension schemes in respect of employees and directors. The assets of the schemes are held separately from those of the group in independently administered funds. The pension cost charge represents contributions payable by the group to the funds and amounted to £375,058 (2023: £325,174). Amounts owing to the funds at 31st July 2024 were £50,818 (2023: £28,275).

24. CONTINGENT ASSETS AND LIABILITIES

The company and its subsidiary undertakings have entered into bank cross guarantees. There were obligations under these guarantees at 31st July 2024 of £Nil (2023: £Nil).

The group has entered into a shared farming arrangement with a third party who grow roses for resale. Under the agreement the group is contractually obliged to purchase all roses meeting the contracted quality grading. At the year end the group estimates additional liabilities arising of £766,368 (2023: £791,943) in respect of growing crops that it has a contracted to buy.