| REGISTERED NUMBER: 10218734 (England and Wales) |
| GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| FOR |
| FREELAND (UK) LIMITED AND SUBSIDIARIES |
| REGISTERED NUMBER: 10218734 (England and Wales) |
| GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| FOR |
| FREELAND (UK) LIMITED AND SUBSIDIARIES |
| FREELAND (UK) LIMITED AND SUBSIDIARIES (REGISTERED NUMBER: 10218734) |
| CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 3 |
| Report of the Independent Auditors | 4 |
| Consolidated Income Statement | 8 |
| Consolidated Other Comprehensive Income | 9 |
| Consolidated Balance Sheet | 10 |
| Company Balance Sheet | 11 |
| Consolidated Statement of Changes in Equity | 12 |
| Company Statement of Changes in Equity | 13 |
| Consolidated Cash Flow Statement | 14 |
| Notes to the Consolidated Cash Flow Statement | 15 |
| Notes to the Consolidated Financial Statements | 16 |
| FREELAND (UK) LIMITED AND SUBSIDIARIES |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| 7 Lower Brook Street |
| Oswestry |
| Shropshire |
| SY11 2HG |
| FREELAND (UK) LIMITED AND SUBSIDIARIES (REGISTERED NUMBER: 10218734) |
| GROUP STRATEGIC REPORT |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| The directors present their strategic report of the company and the group for the year ended 30 September 2024. |
| REVIEW OF BUSINESS |
| The group had a solid year for 23-24 however we continued to witness less activity within the construction industry which transferred into lower soils being sold across the country. |
| The wet Winter/Spring of 23-24 also had a significant influence over the amount of topsoil which could be sold, and it was April before the rain stopped which then allowed the increase in soil production and landscape sites were then dry enough to receive the soil. |
| The uncertainty created with the general election in June and the budget in October compounded the problem and with uncertainty comes a shrinking of investment as companies looked to minimise risk and consolidate. |
| Construction is a good barometer of business in general, and it is best described as steady with no significant projects to really see a real increase in soil business activity. |
| With the 14 soil sites spread across England and Wales the group is in a stronger position than most to attract sales from wider area thus maintaining the groups' position as the market leader in Topsoil. |
| The group operate 3 green waste composting sites and the PAS100 compost created from these operations is transferred to both the soil business and the horticultural supply chain which in turn supplies the retail market. |
| The Spring of 24 was one of the wettest on record and as a result the public were not as active in their gardens either creating green waste or purchasing garden products. As a result - the window for gardening activity was shortened and this reduced the income for the group. |
| All the compost sites are fully compliant with their waste permits and there are no issues with the Environment Agency. |
| The group does have competitors in soils however much off our competition still sell cheaper soils from recycling operations. The Environment Agency allow this under waste criteria RPS190 - which means the seller had to follow strict guidance with particular attention on the soil analysis. |
| Many of the soil recycling companies do not follow the guidance and therefore have a much cheaper product to sell as a result of not spending monies on the waste permitting paperwork and laboratory analysis. These soils could potentially possess contamination, and this is being traded to the customer. |
| The Environmental Agency don't appear to be enforcing RPS190 however it's only a matter of time when they will catch up and bring these companies into line. |
| The group continues with its R&D programme and having spent the last 4 years developing ground breaking technology - we hope to in a position to partner with select companies in this area during 2025 - 26. |
| ON BEHALF OF THE BOARD: |
| FREELAND (UK) LIMITED AND SUBSIDIARIES (REGISTERED NUMBER: 10218734) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| The directors present their report with the financial statements of the company and the group for the year ended 30 September 2024. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 30 September 2024. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 October 2023 to the date of this report. |
| 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. |
| 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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| AUDITORS |
| The auditors, D.R.E. & Co. (Audit) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| FREELAND (UK) LIMITED AND SUBSIDIARIES |
| Opinion |
| We have audited the financial statements of Freeland (UK) Limited and Subsidiaries (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 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 30 September 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 |
| FREELAND (UK) LIMITED AND SUBSIDIARIES |
| 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 |
| FREELAND (UK) LIMITED AND SUBSIDIARIES |
| 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: |
| Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: |
| -the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
| -we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the client's operating sector; |
| -we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, employment, environmental and health and safety legislation; |
| -we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and |
| -identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
| We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
| -making enquiries of management as to their knowledge of actual, suspected and alleged fraud; and |
| -reviewing the client's system notes and internal controls. |
| To address the risk of fraud through management bias and override of controls, we: |
| -performed analytical procedures to identify any unusual or unexpected relationships; |
| -tested journal entries to identify unusual transactions; |
| -assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; |
| -investigated the rationale behind significant or unusual transactions. |
| In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
| -agreeing financial statement disclosures to underlying supporting documentation; |
| - reading the minutes of meetings of those charged with governance; |
| -enquiring of management as to actual and potential litigation and claims; |
| -reviewing correspondence with HMRC. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| FREELAND (UK) LIMITED AND SUBSIDIARIES |
| There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
| Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. |
| 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. |
| 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. |
| for and on behalf of |
| 7 Lower Brook Street |
| Oswestry |
| Shropshire |
| SY11 2HG |
| FREELAND (UK) LIMITED AND SUBSIDIARIES (REGISTERED NUMBER: 10218734) |
| CONSOLIDATED INCOME STATEMENT |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 30.9.24 | 30.9.23 |
| Notes | £ | £ |
| TURNOVER | 13,496,038 | 15,158,708 |
| Cost of sales | (10,422,552 | ) | (12,030,507 | ) |
| GROSS PROFIT | 3,073,486 | 3,128,201 |
| Administrative expenses | (2,884,115 | ) | (2,375,701 | ) |
| OPERATING PROFIT | 5 | 189,371 | 752,500 |
| Interest receivable and similar income | 9,360 | 10,373 |
| 198,731 | 762,873 |
| Interest payable and similar expenses | 6 | (64,528 | ) | (59,006 | ) |
| PROFIT BEFORE TAXATION | 134,203 | 703,867 |
| Tax on profit | 7 | (20,719 | ) | (140,685 | ) |
| PROFIT FOR THE FINANCIAL YEAR |
| Profit attributable to: |
| Owners of the parent | 113,524 | 578,705 |
| Non-controlling interests | (40 | ) | (15,523 | ) |
| 113,484 | 563,182 |
| FREELAND (UK) LIMITED AND SUBSIDIARIES (REGISTERED NUMBER: 10218734) |
| CONSOLIDATED OTHER COMPREHENSIVE INCOME |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 30.9.24 | 30.9.23 |
| Notes | £ | £ |
| PROFIT FOR THE YEAR | 113,484 | 563,182 |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
113,484 |
563,182 |
| Total comprehensive income attributable to: |
| Owners of the parent | 113,524 | 578,705 |
| Non-controlling interests | (40 | ) | (15,523 | ) |
| 113,484 | 563,182 |
| FREELAND (UK) LIMITED AND SUBSIDIARIES (REGISTERED NUMBER: 10218734) |
| CONSOLIDATED BALANCE SHEET |
| 30 SEPTEMBER 2024 |
| 30.9.24 | 30.9.23 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 9 | 119,706 | 144,660 |
| Tangible assets | 10 | 2,910,263 | 1,657,837 |
| Investments | 11 | - | - |
| 3,029,969 | 1,802,497 |
| CURRENT ASSETS |
| Stocks | 12 | 704,390 | 794,484 |
| Debtors | 13 | 2,342,959 | 4,224,739 |
| Cash at bank | 573,877 | 1,168,243 |
| 3,621,226 | 6,187,466 |
| CREDITORS |
| Amounts falling due within one year | 14 | 2,478,325 | 3,375,762 |
| NET CURRENT ASSETS | 1,142,901 | 2,811,704 |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
4,172,870 |
4,614,201 |
| CREDITORS |
| Amounts falling due after more than one year |
15 |
(1,089,327 |
) |
(1,622,181 |
) |
| PROVISIONS FOR LIABILITIES | 18 | (298,655 | ) | (320,616 | ) |
| NET ASSETS | 2,784,888 | 2,671,404 |
| CAPITAL AND RESERVES |
| Called up share capital | 19 | 100 | 100 |
| Retained earnings | 20 | 3,034,359 | 2,920,835 |
| SHAREHOLDERS' FUNDS | 3,034,459 | 2,920,935 |
| NON-CONTROLLING INTERESTS | 21 | (249,571 | ) | (249,531 | ) |
| TOTAL EQUITY | 2,784,888 | 2,671,404 |
| The financial statements were approved by the Board of Directors and authorised for issue on 17 June 2025 and were signed on its behalf by: |
| G Longmuir - Director |
| FREELAND (UK) LIMITED AND SUBSIDIARIES (REGISTERED NUMBER: 10218734) |
| COMPANY BALANCE SHEET |
| 30 SEPTEMBER 2024 |
| 30.9.24 | 30.9.23 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 9 |
| Tangible assets | 10 |
| Investments | 11 |
| CURRENT ASSETS |
| Debtors | 13 |
| CREDITORS |
| Amounts falling due within one year | 14 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 19 |
| Retained earnings |
| SHAREHOLDERS' FUNDS |
| Company's profit for the financial year | 177,642 | 322,540 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| FREELAND (UK) LIMITED AND SUBSIDIARIES (REGISTERED NUMBER: 10218734) |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| Called up |
| share | Retained | Non-controlling | Total |
| capital | earnings | Total | interests | equity |
| £ | £ | £ | £ | £ |
| Balance at 1 October 2022 | 100 | 2,342,130 | 2,342,230 | (234,008 | ) | 2,108,222 |
| Changes in equity |
| Total comprehensive income | - | 578,705 | 578,705 | (15,523 | ) | 563,182 |
| Balance at 30 September 2023 | 100 | 2,920,835 | 2,920,935 | (249,531 | ) | 2,671,404 |
| Changes in equity |
| Total comprehensive income | - | 113,524 | 113,524 | (40 | ) | 113,484 |
| Balance at 30 September 2024 | 100 | 3,034,359 | 3,034,459 | (249,571 | ) | 2,784,888 |
| FREELAND (UK) LIMITED AND SUBSIDIARIES (REGISTERED NUMBER: 10218734) |
| COMPANY STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 October 2022 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 30 September 2023 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 30 September 2024 |
| FREELAND (UK) LIMITED AND SUBSIDIARIES (REGISTERED NUMBER: 10218734) |
| CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 30.9.24 | 30.9.23 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 2,096,463 | (499,421 | ) |
| Interest paid | (3,311 | ) | (6,693 | ) |
| Interest element of hire purchase payments paid |
(61,217 |
) |
(52,313 |
) |
| Tax paid | (159,224 | ) | 41,929 |
| Net cash from operating activities | 1,872,711 | (516,498 | ) |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | (48,564 | ) | (103,571 | ) |
| Sale of tangible fixed assets | 53,250 | 22,050 |
| Acquisition of subsidiary | (1,593,517 | ) | - |
| Net of debtors and creditors at acq. | 124,378 | - |
| Interest received | 9,360 | 10,373 |
| Net cash from investing activities | (1,455,093 | ) | (71,148 | ) |
| Cash flows from financing activities |
| Capital repayments in year | (501,984 | ) | (511,450 | ) |
| Amount introduced by directors | - | 1,204,261 |
| Amount withdrawn by directors | (510,000 | ) | (504,261 | ) |
| Net cash from financing activities | (1,011,984 | ) | 188,550 |
| Decrease in cash and cash equivalents | (594,366 | ) | (399,096 | ) |
| Cash and cash equivalents at beginning of year |
2 |
1,168,243 |
1,567,339 |
| Cash and cash equivalents at end of year | 2 | 573,877 | 1,168,243 |
| FREELAND (UK) LIMITED AND SUBSIDIARIES (REGISTERED NUMBER: 10218734) |
| NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 30.9.24 | 30.9.23 |
| £ | £ |
| Profit before taxation | 134,203 | 703,867 |
| Depreciation charges | 723,732 | 672,187 |
| Profit on disposal of fixed assets | (42,896 | ) | (14,791 | ) |
| Finance costs | 64,528 | 59,006 |
| Finance income | (9,360 | ) | (10,373 | ) |
| 870,207 | 1,409,896 |
| Decrease/(increase) in stocks | 90,094 | (89,873 | ) |
| Decrease/(increase) in trade and other debtors | 1,881,780 | (1,616,795 | ) |
| Decrease in trade and other creditors | (745,618 | ) | (202,649 | ) |
| Cash generated from operations | 2,096,463 | (499,421 | ) |
| 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 30 September 2024 |
| 30.9.24 | 1.10.23 |
| £ | £ |
| Cash and cash equivalents | 573,877 | 1,168,243 |
| Year ended 30 September 2023 |
| 30.9.23 | 1.10.22 |
| £ | £ |
| Cash and cash equivalents | 1,168,243 | 1,567,339 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS/(DEBT) |
| Other |
| non-cash |
| At 1.10.23 | Cash flow | changes | At 30.9.24 |
| £ | £ | £ | £ |
| Net cash |
| Cash at bank | 1,168,243 | (594,366 | ) | 573,877 |
| 1,168,243 | (594,366 | ) | 573,877 |
| Debt |
| Finance leases | (1,128,662 | ) | 501,984 | - | (1,073,416 | ) |
| (1,128,662 | ) | 501,984 | - | (1,073,416 | ) |
| Total | 39,581 | (92,382 | ) | - | (499,539 | ) |
| FREELAND (UK) LIMITED AND SUBSIDIARIES (REGISTERED NUMBER: 10218734) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 1. | STATUTORY INFORMATION |
| Freeland (UK) Limited and Subsidiaries is a |
| 2. | STATEMENT OF COMPLIANCE |
| 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. |
| 3. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The financial statements have been prepared under the historic cost convention. |
| These financial statements are for the group as well as for the individual entity. |
| The financial statements are presented in sterling (£), rounded to the nearest £1. |
| Going Concern |
| The financial statements have been prepared under a going concern basis on the directors expectation that the group will continue to operate in the foreseeable future. |
| Basis of consolidation |
| The consolidated financial statements present the results of the parent company and those of its subsidiaries. All consolidated subsidiaries have coterminous financial year ends. Inter group transactions have been eliminated from the financial statements and subsidiary results have been restated, where possible to reflect comparable accounting policies. The financial statements include the companies listed within note 11 along with the following: |
| Freeland (UK) Limited (Parent company) |
| Freeland Horticulture Limited (100% subsidiary - See Note 11) |
| Freeland Scientific Limited (50% subsidiary - See Note 11) |
| 100% subsidiaries (via indirect holding through Freeland Horticulture Limited): |
| Berkswell Recycling Limited (100% subsidiary - See Note 11) |
| Significant judgements and estimates |
| The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below. |
| The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, economic utilisation and the physical condition of the assets. See note 10 for the carrying amount of tangible fixed assets. |
| The group makes an estimate of the recoverable value of trade debtors. When assessing impairment of trade debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience. See note 13 for the net carrying amount of debtors. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| FREELAND (UK) LIMITED AND SUBSIDIARIES (REGISTERED NUMBER: 10218734) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Goodwill |
| The Companies Act and Financial Reporting Standard FRS require that Goodwill arising on the acquisition of |
| subsidiaries in the consolidated financial statements should be amortised evenly over its useful economic life. |
| Freeland Scientific Limited has been amortised evenly over 5 years. |
| Freeland Horticulture Limited is being amortised evenly over 10 years. |
| Berkswell Recycling Limited in being amortised evenly over 10 years. |
| Tangible fixed assets |
| Tangible fixed assets are stated at historic purchase cost less accumulated depreciation. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. |
| Depreciation |
| Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost, less estimated residual value based on prices prevailing at the date of acquisition of each asset evenly over its expected useful life, as follows: |
| Plant and machinery | - 12.5% - 50% on cost |
| Motor vehicles | - 25% on cost |
| Computer and office equipment | - 25% - 33% on cost |
| Fixtures and fittings | - 33% on cost |
| Leasehold improvements | - over the length of lease |
| No depreciation is provided for on the Freehold land. |
| Stocks |
| Stocks are stated at the lower of cost and net realisable value. Cost includes all costs incurred in bringing each product to its present location and condition, as follows: |
| Raw materials, consumables and goods for resale | - purchase cost on a first in, first out basis |
| Work in progress and finished goods | - cost of direct materials and labour plus attributable overheads based on a normal level of activity |
| 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. |
| FREELAND (UK) LIMITED AND SUBSIDIARIES (REGISTERED NUMBER: 10218734) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| 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. |
| Research and development |
| Expenditure on research and development is written off in the year in which it is incurred. |
| Operating lease commitments |
| Rentals payable under operating leases are charged in the profit and loss account on a straight line basis over the lease term. |
| Financial instruments |
| Basic financial instruments are recognised at amortised cost. |
| 4. | EMPLOYEES AND DIRECTORS |
| 30.09.24 | 30.09.23 |
| £ | £ |
| Wages and salaries | 2,009,001 | 1,802,751 |
| Social security costs | 211,219 | 188,342 |
| Other pension costs | 87,095 | 78,364 |
| 2,307,315 | 2,069,457 |
| The average number of employees during the year was as follows: |
| 30.09.24 | 30.09.23 |
| Production | 38 | 35 |
| Administration | 11 | 11 |
| 49 | 46 |
| 30.9.24 | 30.9.23 |
| £ | £ |
| Directors' remuneration | 181,293 | 178,294 |
| Directors' pension contributions to money purchase schemes | 7,119 | 7,119 |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes | 1 | 1 |
| FREELAND (UK) LIMITED AND SUBSIDIARIES (REGISTERED NUMBER: 10218734) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 5. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| 30.9.24 | 30.9.23 |
| £ | £ |
| Other operating leases | 112,829 | - |
| Depreciation - owned assets | 646,137 | 599,856 |
| Profit on disposal of fixed assets | (42,896 | ) | (14,791 | ) |
| Goodwill amortisation | 77,595 | 72,331 |
| Auditors' remuneration | 40,208 | 31,670 |
| 6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 30.9.24 | 30.9.23 |
| £ | £ |
| Bank interest | 3,311 | 6,693 |
| Hire purchase | 61,217 | 52,313 |
| 64,528 | 59,006 |
| 7. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 30.9.24 | 30.9.23 |
| £ | £ |
| Current tax: |
| UK corporation tax | 42,680 | 159,225 |
| Deferred tax | (21,961 | ) | (18,540 | ) |
| Tax on profit | 20,719 | 140,685 |
| FREELAND (UK) LIMITED AND SUBSIDIARIES (REGISTERED NUMBER: 10218734) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 7. | TAXATION - continued |
| 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: |
| 30.9.24 | 30.9.23 |
| £ | £ |
| Profit before tax | 134,203 | 703,867 |
| Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 25 %) |
33,551 |
175,967 |
| Effects of: |
| Expenses not deductible for tax purposes | 3,758 | 2,805 |
| Depreciation in excess of capital allowances | 30,030 | 19,905 |
| Utilisation of tax losses | (1,322 | ) | - |
| Pension timing difference | (52 | ) | 174 |
| Research and development claim | (43,121 | ) | (43,381 | ) |
| Movement in bad debt provision | 893 | (73 | ) |
| Deferred tax movement | (21,961 | ) | (18,540 | ) |
| Group adjustments | 18,766 | 18,822 |
| Losses carried forward | 177 | 6,652 |
| CT rate movement | - | (21,646 | ) |
| Total tax charge | 20,719 | 140,685 |
| 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. | INTANGIBLE FIXED ASSETS |
| Group |
| Goodwill |
| £ |
| COST |
| At 1 October 2023 | 878,013 |
| Additions | 52,641 |
| At 30 September 2024 | 930,654 |
| AMORTISATION |
| At 1 October 2023 | 733,353 |
| Amortisation for year | 77,595 |
| At 30 September 2024 | 810,948 |
| NET BOOK VALUE |
| At 30 September 2024 | 119,706 |
| At 30 September 2023 | 144,660 |
| FREELAND (UK) LIMITED AND SUBSIDIARIES (REGISTERED NUMBER: 10218734) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 10. | TANGIBLE FIXED ASSETS |
| Group |
| Improvements |
| Freehold | to | Plant and |
| property | property | machinery |
| £ | £ | £ |
| COST |
| At 1 October 2023 | 153,763 | 269,586 | 4,879,031 |
| Additions | - | - | 412,498 |
| Disposals | - | - | (79,088 | ) |
| Reclassification/transfer | - | 1,445,402 | (4,066 | ) |
| At 30 September 2024 | 153,763 | 1,714,988 | 5,208,375 |
| DEPRECIATION |
| At 1 October 2023 | - | 265,830 | 3,540,845 |
| Charge for year | - | 30,678 | 537,188 |
| Eliminated on disposal | - | - | (79,088 | ) |
| Reclassification/transfer | - | 28,908 | (1,187 | ) |
| At 30 September 2024 | - | 325,416 | 3,997,758 |
| NET BOOK VALUE |
| At 30 September 2024 | 153,763 | 1,389,572 | 1,210,617 |
| At 30 September 2023 | 153,763 | 3,756 | 1,338,186 |
| Fixtures |
| and | Motor | Computer |
| fittings | vehicles | equipment | Totals |
| £ | £ | £ | £ |
| COST |
| At 1 October 2023 | - | 462,003 | 61,170 | 5,825,553 |
| Additions | 14,529 | 67,325 | 950 | 495,302 |
| Disposals | - | (66,789 | ) | - | (145,877 | ) |
| Reclassification/transfer | - | - | - | 1,441,336 |
| At 30 September 2024 | 14,529 | 462,539 | 62,120 | 7,616,314 |
| DEPRECIATION |
| At 1 October 2023 | - | 309,521 | 51,520 | 4,167,716 |
| Charge for year | 4,089 | 69,569 | 4,613 | 646,137 |
| Eliminated on disposal | - | (56,435 | ) | - | (135,523 | ) |
| Reclassification/transfer | - | - | - | 27,721 |
| At 30 September 2024 | 4,089 | 322,655 | 56,133 | 4,706,051 |
| NET BOOK VALUE |
| At 30 September 2024 | 10,440 | 139,884 | 5,987 | 2,910,263 |
| At 30 September 2023 | - | 152,482 | 9,650 | 1,657,837 |
| FREELAND (UK) LIMITED AND SUBSIDIARIES (REGISTERED NUMBER: 10218734) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 10. | TANGIBLE FIXED ASSETS - continued |
| Group |
| Included within the above are assets held under hire purchase agreements. |
| Assets held on such agreements include plant and machinery with a carrying value of £971,800 (2023: |
| £1,203,981) and depreciation charges for the year of £302,867 (2023: £442,629). |
| Motor vehicles held on hire purchase agreements have a carrying value of £34,022 (2023: £67,307) and |
| depreciation charges for the year of £26,548 (2023: £40,908). |
| 11. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertaking |
| £ |
| COST |
| At 1 October 2023 |
| and 30 September 2024 |
| NET BOOK VALUE |
| At 30 September 2024 |
| At 30 September 2023 |
| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Subsidiaries |
| Registered office: United Kindom |
| Nature of business: |
| % |
| Class of shares: | holding |
| 30.9.24 | 30.9.23 |
| £ | £ |
| Aggregate capital and reserves |
| Profit for the year |
| Registered office: United Kingdom |
| Nature of business: |
| % |
| Class of shares: | holding |
| 30.9.24 | 30.9.23 |
| £ | £ |
| Aggregate capital and reserves | ( |
) | ( |
) |
| Loss for the year | ( |
) | ( |
) |
| FREELAND (UK) LIMITED AND SUBSIDIARIES (REGISTERED NUMBER: 10218734) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 11. | FIXED ASSET INVESTMENTS - continued |
| During the year the group acquired 100% of the share capital in Berkswell Recycling Limited, via Freeland Horticulture Limited. |
| 12. | STOCKS |
| Group |
| 30.9.24 | 30.9.23 |
| £ | £ |
| Stocks | 704,390 | 794,484 |
| 13. | DEBTORS |
| Group | Company |
| 30.9.24 | 30.9.23 | 30.9.24 | 30.9.23 |
| £ | £ | £ | £ |
| Amounts falling due within one year: |
| Trade debtors | 2,146,446 | 2,669,255 |
| Other debtors | - | 4,580 |
| Amounts owed by group undertakings | - | - | 822 | 4,180 |
| Prepayments and accrued income | 196,513 | 1,550,904 |
| 2,342,959 | 4,224,739 |
| Amounts falling due after more than one | year: |
| Amounts owed by group undertakings | - | - |
| Aggregate amounts | 2,342,959 | 4,224,739 |
| 14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 30.9.24 | 30.9.23 | 30.9.24 | 30.9.23 |
| £ | £ | £ | £ |
| Hire purchase contracts (see note 16) | 378,350 | 410,742 |
| Trade creditors | 1,337,124 | 2,033,656 |
| Tax | 43,145 | 159,689 |
| Social security and other taxes | 55,915 | 54,618 |
| VAT | 240,300 | 207,617 | - | - |
| Other creditors | 830 | 3,191 |
| Directors' current accounts | 300,000 | 300,000 | - | 110,000 |
| Accruals and deferred income | 122,661 | 206,249 |
| 2,478,325 | 3,375,762 |
| FREELAND (UK) LIMITED AND SUBSIDIARIES (REGISTERED NUMBER: 10218734) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group |
| 30.9.24 | 30.9.23 |
| £ | £ |
| Hire purchase contracts (see note 16) | 695,066 | 717,920 |
| Directors' loan accounts | 394,261 | 904,261 |
| 1,089,327 | 1,622,181 |
| 16. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Group |
| Hire purchase contracts |
| 30.9.24 | 30.9.23 |
| £ | £ |
| Net obligations repayable: |
| Within one year | 378,350 | 410,742 |
| Between one and five years | 695,066 | 717,920 |
| 1,073,416 | 1,128,662 |
| 17. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| Group |
| 30.9.24 | 30.9.23 |
| £ | £ |
| Hire purchase contracts | 1,073,416 | 1,128,662 |
| Freeland Horticulture Limited's bankers hold the following security: a debenture including a fixed charge over all freehold and leasehold property including fixtures and fittings, fixed plant and machinery and book and other debts; along with a floating charge over all other assets. |
| The bank also holds a fixed charge over the deposit accounts of Freeland Horticulture Limited in respect of any monies, deposited with their bankers to cover performance bonds, amounts deposited at the year end totalled £200,000. |
| The hire purchase liabilities are secured on the assets to which they relate. |
| Freeland Scientific Limited's bankers hold a debenture including a fixed charge over all freehold and leasehold property including fixtures and fittings, fixed plant and machinery and books and other debts, all securities and trade debts; along with a floating charge over all other assets. |
| 18. | PROVISIONS FOR LIABILITIES |
| Group |
| 30.9.24 | 30.9.23 |
| £ | £ |
| Deferred tax | 298,655 | 320,616 |
| FREELAND (UK) LIMITED AND SUBSIDIARIES (REGISTERED NUMBER: 10218734) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 18. | PROVISIONS FOR LIABILITIES - continued |
| Group |
| Deferred |
| tax |
| £ |
| Balance at 1 October 2023 | 320,616 |
| Credit to Income Statement during year | (21,961 | ) |
| Balance at 30 September 2024 | 298,655 |
| 19. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 30.9.24 | 30.9.23 |
| value: | £ | £ |
| Ordinary A | £0.10 | 50 | 50 |
| Ordinary B | £0.10 | 50 | 50 |
| 100 | 100 |
| 20. | RESERVES |
| Group |
| Retained |
| earnings |
| £ |
| At 1 October 2023 | 2,920,835 |
| Profit for the year | 113,524 |
| At 30 September 2024 | 3,034,359 |
| 21. | NON-CONTROLLING INTERESTS |
| Minority interest represents the net assets of the subsidiary companies not controlled by the group. |
| 22. | RELATED PARTY DISCLOSURES |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
| 23. | ULTIMATE CONTROLLING PARTY |
| There is no one controlling party of the group by virtue of the issued share holding of the group. |