Company registration number 01403698 (England and Wales)
THE MILLBROOK GARDEN COMPANY LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
THE MILLBROOK GARDEN COMPANY LIMITED
COMPANY INFORMATION
Directors
Mrs S A Allen
Mrs T S Woodhouse
Mr R E Lennon
Mr B H Woodhouse
Company number
01403698
Registered office
Millbrook Garden Centre
Staplehurst Road
Marden
Tonbridge
Kent
TN12 9BT
Auditor
Azets Audit Services
5th Floor
Ashford Commercial Quarter
1 Dover Place
Ashford
Kent
United Kingdom
TN23 1FB
Bankers
National Westminster Bank Plc
Maidstone Commercial Office
2Nd Floor, County Gate 2
Staceys Street
Aylesford
Kent
United Kingdom
ME20 1ST
Solicitors
CooperBurnett LLP
Napier House
14-16 Mount Ephraim Road
Tunbridge Wells
Kent
United Kingdom
TN1 1EE
THE MILLBROOK GARDEN COMPANY LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Statement of cash flows
11
Notes to the financial statements
12 - 27
THE MILLBROOK GARDEN COMPANY LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2025
- 1 -
The directors present the strategic report for the year ended 31 January 2025.
Fair review of the business
The year featured extremely inconsistent weather, especially during the critical Spring months of April & May; this had a negative effect on sales. However, a determined effort to improve gross profit was successful; that and good cost control allowed Millbrook to have a strong year considering the sales and the struggles of others in the industry. The Events programme grew further and catering sales continued to rise rapidly. A number of capital projects were completed including laying a tarmac surface to an area of the Gravesend car park.
Success was enjoyed when Millbrook Staplehurst won the Garden Centre Association “Local Garden Centre of the Year” award (a national award for smaller centres) and both garden centres featured in the top 30 centres of all sizes in the country. These awards are based on one or more unannounced audited visits.
The Millbrook family customer loyalty programme continues to play a key role in Millbrook’s customer experience and marketing.
Principal risks and uncertainties
The current employment market continues to be inconsistent depending on role and location.
Although the Bank Base Interest Rate has been reduced a number of times over the past year, the rate remains reasonably high; therefore, debt servicing on the loans remains high.
Millbrook still relies heavily on plant & garden related products, which makes the business weather dependent especially in the spring months. This is an ongoing risk and threat to the company.
The economic climate. The uncertainty globally creates more risk that our customers have less cash to spend in our garden centres or are less willing to spend.
National Living Wage increases, and particularly in April 2025, the National Insurance increases have led to a significant increase in the company’s wage bill. These pressures will continue.
Electricity and Gas prices have reduced further since the highs of 2022-23, but they remain high compared to pre-Covid times and represent significant expense to the business. Further Solar PV projects are planned, as well as projects to improve insulation and heating efficiency.
Millbrook continues to take bold decisions to de-range certain products deemed to be environmentally harmful (e.g. certain chemicals harmful to bees) as part of its Environmental plan. There continues to be a risk that this could harm turnover.
Development and performance
Since the year end in January, sales are significantly up on target (+9.9%) and 15.1% up on the equivalent period last year. This is the trend across the industry and is due mainly to the dry and sunny weather since mid-March. Millbrook continues to invest in its sites.
Millbrook has taken the decision to voluntarily publish the following statistics in light of its commitment to the environment.
THE MILLBROOK GARDEN COMPANY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 2 -
Development and performance continued...
Carbon Dioxide Emissions
Millbrook calculates CO2 emissions from certain activities having worked with Planet Mark from 2020-24. Planet Mark uses GHG Protocol for Corporate Emission Reporting and Millbrook has used the same calculations itself, but these have not been independently audited. The Scope 1, 2 & 3 location based emissions in tonnes of CO2 emitted (tCO2e) are shown below. This includes Electricity, Gas, LPG, Water, Waste & Recycling, Fleet Fuel, Business Travel, Home Working & Paper purchases. Millbrook is committed to reducing its CO2 emissions year on year to achieve carbon neutrality.
Millbrook produced 212.6 tCO2e during the Feb24 to Jan25 year (210.4 tCO2e last year) - a 1.1% increase. The largest contributor was 95.6% from Buildings (95.3% last year). The emissions are equivalent to:
2.1 tCO2e per FTE employee - last year 2.3 tCO2e/empl [8.3% decrease]
5.5 tCO2e per 1000m2 of Building area - last year 5.4 tCO2e/1000m2 [1.1% increase]
27.6 tCO2e per million pounds of turnover – last year 28.0 tCO2e /£m [0.8% reduction].
Although the increases are disappointing, further measures are being taken to help reduce usage ongoing. Some of the buildings CO2 is calculated from onsite self-generated Solar energy treated as if it was purchased over the grid.
Mr B H Woodhouse
Director
18 June 2025
THE MILLBROOK GARDEN COMPANY LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2025
- 3 -
The directors present their annual report and financial statements for the year ended 31 January 2025.
Principal activities
The principal activity of The Millbrook Garden Company Limited, a family owned company of 45 years standing, continued to be that of the operation of garden centres in Kent along with an online shop.
Our core focus is gardening, therefore the garden centres offer a large range of garden products and plants. Typically for UK Garden Centres, we also stock non gardening ranges; for example home & garden furniture, BBQs, clothing, books, food, crafts, giftware, toys, bird food & cookware. Our centres also enter into the Christmas spirit and offer Christmas decorations, trees, festive food and lighting. Each site has a café open all day for drinks & snacks as well as breakfast and lunches. Millbrook also sells selected items including events tickets online.
Millbrook runs a wide range of Events, including regular gardening workshops for adults and fun activities for children during the school holidays.
On each site we have a number of concessions including: aquatics, conservatories, sheds & clothing.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mrs S A Allen
Mrs T S Woodhouse
Mrs T Bowler
(Resigned 31 July 2024)
Mr R E Lennon
Mr B H Woodhouse
Results and dividends
The results for the year are set out on page 8.
Ordinary dividends were paid on A, B and C shares amounting to £20,000, £10,000 and £10,000 respectively. The directors do not recommend payment of a final dividend.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
Mr B H Woodhouse
Director
18 June 2025
THE MILLBROOK GARDEN COMPANY LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2025
- 4 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company 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;
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 company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
THE MILLBROOK GARDEN COMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF THE MILLBROOK GARDEN COMPANY LIMITED
- 5 -
Opinion
We have audited the financial statements of The Millbrook Garden Company Limited (the 'company') for the year ended 31 January 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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 company's affairs as at 31 January 2025 and of its 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.
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 company 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 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.
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 report. 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. 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audittrue:
the information given in the 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 strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
THE MILLBROOK GARDEN COMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THE MILLBROOK GARDEN COMPANY LIMITED
- 6 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report 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, or returns adequate for our audit have not been received from branches not visited by us; or
the 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, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
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 financial statements.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
THE MILLBROOK GARDEN COMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THE MILLBROOK GARDEN COMPANY LIMITED
- 7 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Christiaan de Lange (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
18 June 2025
Statutory Auditor
5th Floor
Ashford Commercial Quarter
1 Dover Place
Ashford
Kent
United Kingdom
TN23 1FB
THE MILLBROOK GARDEN COMPANY LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
7,683,330
7,546,244
Cost of sales
(3,765,256)
(3,753,636)
Gross profit
3,918,074
3,792,608
Administrative expenses
(3,802,802)
(3,610,263)
Other operating income
211,152
214,343
Operating profit
5
326,424
396,688
Interest receivable and similar income
8
10,645
10,069
Interest payable and similar expenses
9
(199,455)
(194,141)
Profit before taxation
137,614
212,616
Tax on profit
10
(45,432)
(57,957)
Profit for the financial year
92,182
154,659
The profit and loss account has been prepared on the basis that all operations are continuing operations.
THE MILLBROOK GARDEN COMPANY LIMITED
BALANCE SHEET
AS AT
31 JANUARY 2025
31 January 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
13
10,521,505
10,460,756
Current assets
Stocks
14
816,723
847,509
Debtors
15
250,464
179,781
Cash at bank and in hand
386,218
477,042
1,453,405
1,504,332
Creditors: amounts falling due within one year
16
(1,146,168)
(1,120,043)
Net current assets
307,237
384,289
Total assets less current liabilities
10,828,742
10,845,045
Creditors: amounts falling due after more than one year
17
(2,976,057)
(3,045,961)
Provisions for liabilities
Deferred tax liability
20
1,198,376
1,196,957
(1,198,376)
(1,196,957)
Net assets
6,654,309
6,602,127
Capital and reserves
Called up share capital
23
100
100
Revaluation reserve
4,034,510
4,034,510
Profit and loss reserves
2,619,699
2,567,517
Total equity
6,654,309
6,602,127
The financial statements were approved by the board of directors and authorised for issue on 18 June 2025 and are signed on its behalf by:
Mrs T S Woodhouse
Director
Company Registration No. 01403698
THE MILLBROOK GARDEN COMPANY LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2025
- 10 -
Share capital
Revaluation reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 February 2023
100
4,034,510
2,452,858
6,487,468
Year ended 31 January 2024:
Profit and total comprehensive income for the year
-
-
154,659
154,659
Dividends
11
-
-
(40,000)
(40,000)
Balance at 31 January 2024
100
4,034,510
2,567,517
6,602,127
Year ended 31 January 2025:
Profit and total comprehensive income for the year
-
-
92,182
92,182
Dividends
11
-
-
(40,000)
(40,000)
Balance at 31 January 2025
100
4,034,510
2,619,699
6,654,309
THE MILLBROOK GARDEN COMPANY LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2025
- 11 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
29
490,550
641,718
Interest paid
(199,455)
(194,141)
Income taxes paid
(35,486)
(45,509)
Net cash inflow from operating activities
255,609
402,068
Investing activities
Purchase of tangible fixed assets
(207,926)
(263,175)
Proceeds on disposal of tangible fixed assets
2,336
Interest received
10,645
10,069
Net cash used in investing activities
(194,945)
(253,106)
Financing activities
Repayment of borrowings
(750)
(14,904)
Repayment of bank loans
(97,218)
(149,159)
Payment of finance leases obligations
(13,520)
(13,921)
Dividends paid
(40,000)
(40,000)
Net cash used in financing activities
(151,488)
(217,984)
Net decrease in cash and cash equivalents
(90,824)
(69,022)
Cash and cash equivalents at beginning of year
477,042
546,064
Cash and cash equivalents at end of year
386,218
477,042
THE MILLBROOK GARDEN COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
- 12 -
1
Accounting policies
Company information
The Millbrook Garden Company Limited is a private company limited by shares incorporated in England and Wales. The registered office is Millbrook Garden Centre, Staplehurst Road, Marden, Tonbridge, Kent, TN12 9BT.
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.
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 £.
The financial statements have been prepared under the historical cost convention modified to include the revaluation of freehold properties. The principal accounting policies adopted are set out below.
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, being a period of at least 12 months from the date of approval of these financial statements. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Whilst the year ended 31 January 2025 was difficult with inconsistent weather in the key seasons, Garden Centre sales held up reasonably, catering sales rose well and a lot of work was carried out on improving margins across the board. All these combined resulted in a reasonable net profit.
After careful consideration of cash flow forecasts, the directors consider that the company has sufficient funding in place to ensure it can continue to trade for the foreseeable future and at least 12 months from approval of the financial statements whilst also maintaining adequate resources to meet liabilities as they fall due, including loan repayments.
THE MILLBROOK GARDEN COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 13 -
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods 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.
1.4
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.5
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is three years.
1.6
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
2% on cost of buildings only
Leasehold land and buildings
over the length of the property lease term
Plant and equipment
10% / 20% on cost
Fixtures and fittings
10% / 20% on cost
Computers
33% on cost
Motor vehicles
25% on reducing balance
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 company has a policy of revaluing freehold land and buildings and does not depreciate freehold buildings where it is considered no overall diminution in value of freehold assets has arisen.
1.7
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.
THE MILLBROOK GARDEN COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 14 -
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.
1.8
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials that have been spent in bringing the stocks to their present location and condition.
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.
1.9
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.
1.10
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.
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.
THE MILLBROOK GARDEN COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 15 -
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.
1.11
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.
1.12
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.
1.13
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.
THE MILLBROOK GARDEN COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 16 -
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
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.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
1.16
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.17
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
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
THE MILLBROOK GARDEN COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 17 -
3
Turnover and other revenue
An analysis of the company's turnover is as follows:
2025
2024
£
£
Turnover analysed by class of business
Operation of garden centres
7,683,330
7,546,244
2025
2024
£
£
Other revenue
Interest income
10,645
10,069
Grants received
865
1,969
Grants received include an annual release of deferred grant income in the sum of £865 (2024: £1,969).
4
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
15,750
14,500
For other services
All other non-audit services
7,038
4,933
5
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Research and development costs
23,028
19,042
Government grants
(865)
(1,969)
Depreciation of owned tangible fixed assets
172,469
147,241
Depreciation of tangible fixed assets held under finance leases
10,811
13,344
Loss on disposal of tangible fixed assets
651
858
Operating lease charges
132,747
128,428
THE MILLBROOK GARDEN COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 18 -
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Production staff
126
114
Office management
14
11
Total
140
125
Their aggregate remuneration comprised:
2025
2024
£
£
Wages and salaries
2,158,118
1,974,905
Social security costs
172,192
150,901
Pension costs
46,590
61,265
2,376,900
2,187,071
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
171,387
191,500
Company pension contributions to defined contribution schemes
10,238
29,367
181,625
220,867
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
10,620
10,069
Other interest income
25
Total income
10,645
10,069
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
10,620
10,069
THE MILLBROOK GARDEN COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 19 -
9
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
179,883
174,239
Other interest on financial liabilities
19,572
19,902
199,455
194,141
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
44,541
36,000
Adjustments in respect of prior periods
(528)
Total current tax
44,013
36,000
Deferred tax
Origination and reversal of timing differences
1,419
21,957
Total tax charge
45,432
57,957
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2025
2024
£
£
Profit before taxation
137,614
212,616
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
34,404
53,154
Tax effect of expenses that are not deductible in determining taxable profit
3,441
537
Depreciation on assets not qualifying for tax allowances
6,043
3,759
Other permanent differences
2,072
507
Under/(over) provided in prior years
(528)
Taxation charge for the year
45,432
57,957
11
Dividends
2025
2024
£
£
Interim paid
40,000
40,000
THE MILLBROOK GARDEN COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 20 -
12
Intangible fixed assets
Goodwill
£
Cost
At 1 February 2024 and 31 January 2025
99,379
Amortisation and impairment
At 1 February 2024 and 31 January 2025
99,379
Carrying amount
At 31 January 2025
At 31 January 2024
THE MILLBROOK GARDEN COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 21 -
13
Tangible fixed assets
Freehold land and buildings
Leasehold land and buildings
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
£
Cost or valuation
At 1 February 2024
10,807,475
164,047
710,358
537,222
190,782
165,747
12,575,631
Additions
97,705
37,818
16,652
31,626
11,925
51,290
247,016
Disposals
(410)
(3,516)
(23,750)
(27,676)
At 31 January 2025
10,905,180
201,865
726,600
568,848
199,191
193,287
12,794,971
Depreciation and impairment
At 1 February 2024
914,732
136,086
463,948
325,638
156,382
118,089
2,114,875
Depreciation charged in the year
24,171
67,613
56,963
17,641
16,892
183,280
Eliminated in respect of disposals
(410)
(3,516)
(20,763)
(24,689)
At 31 January 2025
914,732
160,257
531,151
382,601
170,507
114,218
2,273,466
Carrying amount
At 31 January 2025
9,990,448
41,608
195,449
186,247
28,684
79,069
10,521,505
At 31 January 2024
9,892,743
27,961
246,410
211,584
34,400
47,658
10,460,756
THE MILLBROOK GARDEN COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 22 -
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
2025
2024
£
£
Plant and equipment
5,549
Motor vehicles
62,351
21,872
62,351
27,421
Freehold land and buildings were revalued on 14 July 2017 at £9,750,000 by Savills (UK) Limited, independent valuers not connected with the company, on the basis of a 'day one' market value following completion of the Gravesend development. The valuation conforms to International Valuation Standards and was based on recent market transactions on arm's length terms for similar properties. The carrying value of the properties at 31 January 2025 is £9,750,000 plus subsequent additions and disposals.
Due to Covid related disruption the directors do not consider the Gravesend site to have reached full maturity sufficient to justify a further revaluation at 31 January 2025.
If land and buildings were measured using the cost model, the carrying amounts would have been approximately £4,946,974 (2024 - £4,831,395), being cost £5,639,355 (2024 - £5,523,776) and depreciation £692,381 (2024 - £692,381).
14
Stocks
2025
2024
£
£
Finished goods and goods for resale
816,723
847,509
15
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
9,007
34,836
Other debtors
127,301
111,090
Prepayments and accrued income
114,156
33,855
250,464
179,781
THE MILLBROOK GARDEN COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 23 -
16
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Bank loans
18
107,233
119,847
Obligations under finance leases
19
21,841
11,721
Trade creditors
629,304
495,861
Corporation tax
44,527
36,000
Other taxation and social security
190,564
199,457
Deferred income
21
3,027
3,892
Other creditors
65,717
69,975
Accruals and deferred income
83,955
183,290
1,146,168
1,120,043
17
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Bank loans and overdrafts
18
2,191,660
2,276,264
Obligations under finance leases
19
31,894
16,444
Other borrowings
18
752,503
753,253
2,976,057
3,045,961
Amounts included above which fall due after five years are as follows:
Payable by instalments
1,652,243
1,776,926
18
Loans and overdrafts
2025
2024
£
£
Bank loans
2,298,893
2,396,111
Other loans
752,503
753,253
3,051,396
3,149,364
Payable within one year
107,233
119,847
Payable after one year
2,944,163
3,029,517
National Westminster Bank Plc has the first charge over land on the North side of Station Road, Southfleet, Gravesend including property at Gravesend site address.
National Westminster Bank Plc has a fixed and floating charge, with the floating charge covering all the property or undertaking of the company.
THE MILLBROOK GARDEN COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 24 -
19
Finance lease obligations
2025
2024
Future minimum lease payments due under finance leases:
£
£
Within one year
21,841
11,721
In two to five years
31,894
16,444
53,735
28,165
Finance lease payments represent rentals payable by the company for certain items of plant and machinery. 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 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
20
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated capital allowances
280,376
284,805
Revaluations
918,000
918,000
Retirement benefit obligations
-
(5,848)
1,198,376
1,196,957
2025
Movements in the year:
£
Liability at 1 February 2024
1,196,957
Charge to profit or loss
1,419
Liability at 31 January 2025
1,198,376
21
Deferred income
2025
2024
£
£
Other deferred income
3,027
3,892
THE MILLBROOK GARDEN COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 25 -
22
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
46,590
61,265
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
23
Share capital
2025
2024
£
£
Ordinary share capital
Issued and fully paid
52 Ordinary A Shares of £1 each
52
52
24 Ordinary B Shares of £1 each
24
24
24 Ordinary C Shares of £1 each
24
24
100
100
The A ordinary shares have a right to the first amount of dividends paid by the company up to £20,000 and rights to dividends declared by the directors thereafter. The A ordinary shares have no right to net assets of the company on a sale or winding up other than the nominal value of the shares.
The B and C ordinary shares have a right to dividends declared by the directors once the preferential dividend on the A ordinary shares has been paid.
The B ordinary shares have a right to one quarter of the assets of the company on a sale or winding up.
The C ordinary shares have a right to three quarters of the assets of the company on a sale or winding up.
24
Financial commitments, guarantees and contingent liabilities
On 28 March 2018 the company entered into an agreement to guarantee the Natwest Bank liabilities of Stamen Ltd. The balance guaranteed at 31 January 2025 was £499,567 (2024 - £567,650).
25
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2025
2024
£
£
Within one year
115,721
113,029
Between two and five years
400,303
82,554
In over five years
210,822
726,846
195,583
THE MILLBROOK GARDEN COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 26 -
26
Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel is as follows.
2025
2024
£
£
Aggregate compensation
201,625
216,268
Transactions with related parties
During the year the company entered into the following transactions with related parties:
Sales
Sales
Purchases
Purchases
2025
2024
2025
2024
£
£
£
£
Key management personnel
4,153
5,933
-
-
Other related parties
4,493
142,734
142,538
The following amounts were outstanding at the reporting end date:
2025
2024
Amounts due to related parties
£
£
Key management personnel
675,658
676,408
27
Directors' transactions
Dividends totalling £30,000 (2024 - £30,000) were paid in the year in respect of ordinary A and B shares held by the company's directors.
28
Ultimate controlling party
The directors consider that due to the terms of the Memorandum and Articles of Association of the company that there is no one controlling party.
THE MILLBROOK GARDEN COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 27 -
29
Cash generated from operations
2025
2024
£
£
Profit for the year after tax
92,182
154,659
Adjustments for:
Taxation charged
45,432
57,957
Finance costs
199,455
194,141
Investment income
(10,645)
(10,069)
Loss on disposal of tangible fixed assets
651
858
Depreciation and impairment of tangible fixed assets
183,280
160,585
Movements in working capital:
Decrease in stocks
30,786
15,537
(Increase)/decrease in debtors
(70,683)
45,865
Increase in creditors
20,957
24,154
Decrease in deferred income
(865)
(1,969)
Cash generated from operations
490,550
641,718
30
Analysis of changes in net debt
1 February 2024
Cash flows
New finance leases
31 January 2025
£
£
£
£
Cash at bank and in hand
477,042
(90,824)
-
386,218
Borrowings excluding overdrafts
(3,149,364)
97,968
-
(3,051,396)
Obligations under finance leases
(28,165)
13,520
(39,090)
(53,735)
(2,700,487)
20,664
(39,090)
(2,718,913)
2025-01-312024-02-01falsefalsetrueCCH SoftwareCCH Accounts Production 2025.100Mrs S A AllenMrs T S WoodhouseMrs T BowlerMr R E LennonMr B H 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