FWM LIMITED
No. SC109361
FILLETED ACCOUNTS
FOR THE YEAR ENDED 31 AUGUST 2024
FWM LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 10
FWM LIMITED
BALANCE SHEET
AS AT 31 AUGUST 2024
31 August 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
4
6,085
6,085
Tangible assets
5
1,960,167
2,038,889
1,966,252
2,044,974
Current assets
Stocks
855,547
877,014
Debtors
6
426,471
614,908
Cash at bank and in hand
1,106,659
1,418,523
2,388,677
2,910,445
Creditors: amounts falling due within one year
7
(1,338,551)
(1,393,410)
Net current assets
1,050,126
1,517,035
Total assets less current liabilities
3,016,378
3,562,009
Creditors: amounts falling due after more than one year
8
(782,306)
(1,129,088)
Provisions for liabilities
(135,856)
(108,904)
Net assets
2,098,216
2,324,017
Capital and reserves
Called up share capital
10
50,500
50,500
Profit and loss reserves
2,047,716
2,273,517
Total equity
2,098,216
2,324,017
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 30 May 2025 and are signed on its behalf by:
Fraser W Milne
Director
Company Registration No. SC109361
FWM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
- 2 -
1
Accounting policies
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue for the provision of services is recognised by reference to the date on which services were rendered.
1.4
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Website
20% straight line
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Freehold land and buildings
4% straight line
Plant and machinery
25% straight line
Fixtures and fittings
25% straight line
Motor vehicles
25% straight line
Hire assets
25% straight line
FWM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies (continued)
- 3 -
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
The directors have reviewed the expected residual value of the freehold, property and expect the residual value of the freehold property in 20 years, based on current market conditions, to be at least the carrying value of the property. the freehold property is expected to have an economic useful life of 20 years an thus, no deprecation has been charged on it.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.8
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
FWM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies (continued)
- 4 -
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Classification of financial liabilities
Financial liabilities and equity instruments are classified 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 company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
FWM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies (continued)
- 5 -
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.12
Provisions
Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
1.13
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
FWM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies (continued)
- 6 -
1.15
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
1.16
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
80
79
3
Directors' remuneration
2024
2023
£
£
Remuneration paid to directors
91,524
83,593
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).
4
Intangible fixed assets
Website
£
Cost
At 1 September 2023 and 31 August 2024
6,085
Amortisation and impairment
At 1 September 2023 and 31 August 2024
Carrying amount
At 31 August 2024
6,085
At 31 August 2023
6,085
FWM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 7 -
5
Tangible fixed assets
Land and buildings
Plant and machinery etc
Hire assets
Total
£
£
£
£
Cost or valuation
At 1 September 2023
2,000,000
491,355
24,636
2,515,991
Additions
100,563
33,174
20,142
153,879
Revaluation
(200,563)
(200,563)
At 31 August 2024
1,900,000
524,529
44,778
2,469,307
Depreciation and impairment
At 1 September 2023
452,466
24,636
477,102
Depreciation charged in the year
22,227
9,811
32,038
At 31 August 2024
474,693
34,447
509,140
Carrying amount
At 31 August 2024
1,900,000
49,836
10,331
1,960,167
At 31 August 2023
2,000,000
38,889
2,038,889
The Freehold property was revalued by independent valuers, Shepherd Commercial, on 4 December 2024. The directors consider this to represent a fair and accurate valuation of the properties as at 31 August 2024.
The following assets are carried at valuation. If the assets were measured using the cost model, the carrying amounts would be as follows:
Freehold Property
2024
2023
£
£
Cost
2,100,563
-
6
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
10,671
168,852
Corporation tax recoverable
106,383
21,602
Amounts owed by group undertakings
18,389
Other debtors
309,417
406,065
426,471
614,908
FWM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 8 -
7
Creditors: amounts falling due within one year
2024
2023
£
£
Bank loans and overdrafts
106,192
161,395
Trade creditors
316,517
256,809
Amounts owed to group undertakings
128,729
Corporation tax
94,346
119
Other taxation and social security
116,928
136,892
Other creditors
575,839
838,195
1,338,551
1,393,410
8
Creditors: amounts falling due after more than one year
2024
2023
£
£
Bank loans
109,148
Other creditors
782,306
1,019,940
782,306
1,129,088
Bank loan
The long-term loans is secured by standard securities over the garden centre building and land, as well as a floating charge over the company's assets. In addition, FWM Investments Limited, the parent company, has provided a guarantee of £500,000, a standard security over its investment properties and a floating charge over all of its assets in respect of the loan.
Interest at 1.85% over the Bank of England base rate is charged on the loan on a quarterly basis. The term of the loan is 5 years with monthly repayments being made in years 2-5 and a balloon payment at the end of the loan term. The loan maturity date is 11 August 2025.
Redeemable preference shares
The preference shares are non-voting and rank pari-passu in all other aspects with the ordinary shares. Such shares have been classified as long term liabilities. Preference shareholders are entitled to an annual fixed dividend of £88,000.
The preference shares are redeemable either in full, or in tranches of not less than 8,900 shares, at the option of the company. The preference shareholders have the option of seeking redemption in tranches of not less than 4,450 shares and not more than 8,900 shares in any 12 month period. The amount payable on redemption is £38.20 per share, representing the par value of £1 together with a premium of £37.20.
Included in current liabilities is the maximum liability relating to the redemption of these shares that could be initiated by the preference shareholders in the next 12 months. The remaining redemption liability has been included in long term liabilities.
FWM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 9 -
9
Finance lease obligations
2024
2023
Future minimum lease payments due under finance leases:
£
£
Within one year
9,960
In two to five years
8,300
18,260
Less: future finance charges
(2,029)
16,231
Finance lease payments represent rentals payable by the company for the acquisition of a motor vehicle. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 2 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
10
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
'A' Ordinary shares of £1 each
50,500
50,500
50,500
50,500
11
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
The senior statutory auditor was Robert J C Bain MA CA CTA and the auditor was Hall Morrice LLP.
12
Related party transactions
Transactions with related parties
During the year the company entered into the following transactions with related parties:
Recharged Insurance
2024
2023
£
£
Entities with control, joint control or significant influence over the company
2,600
2,600
2024
2023
Amounts due to related parties
£
£
Entities with control, joint control or significant influence over the company
128,729
-
Other related parties
157,003
71,003
FWM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
12
Related party transactions (continued)
- 10 -
The following amounts were outstanding at the reporting end date:
2024
2023
Amounts due from related parties
£
£
Entities with control, joint control or significant influence over the company
-
18,389
13
Directors' transactions
At 31 August 2024 one of the directors was due the company £303,117 (2023 - £404,548). This loan is interest free with no set repayment terms.
Included in this amount are expenses of £45,838 incurred on behalf of Mains of Glack (Directors farm accounts). The expenses were incurred for operational purposes of the farm and were reimbursed by the company.
All transactions were conducted on an arm's length basis and were approved by the board of directors. No guarantees have been given or received in respect of these transactions.
14
Parent company
The parent of FWM Limited is FWM Investments Limited, a company incorporated in Scotland, as a result of its 81% shareholding in the company.
The largest group in which the financial results of the company are consolidated is that headed by FWM Investments Limited, a company incorporated in Scotland. No other group financial statements include the results of the company. The consolidated accounts for FWM Investments Limited are available to the public and a copy may be obtained from Oldmerdrum Road, Inverurie, Aberdeenshire, AB51 0TP.
15
Company information
FWM Limited is a private company limited by shares incorporated in Scotland. The registered office is Oldmeldrum Road, Inverurie, Aberdeenshire, AB51 0TP.
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