REGISTERED NUMBER: 00786417 (England and Wales)

Johnston and Jeff Limited

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31st December 2024

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Cash Flow Statement

11

Notes to the Cash Flow Statement

12

Notes to the Financial Statements

14

DIRECTORS:

Mr R M Johnston

Mrs F Johnston

SECRETARY:

Mr R M Johnston

REGISTERED OFFICE:

Baltic Buildings

Gateway Business Park

Broad Lane

Gilberdyke

East Yorkshire

HU15 2TD

REGISTERED NUMBER:

00786417 (England and Wales)

AUDITORS:

Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire HU2 8BA

The directors present their strategic report for the year ended 31st December 2024.

REVIEW OF BUSINESS

The company continued to perform well throughout the period.

Though the market remained competitive throughout the year, the company successfully recovered margin previously lost due to extreme volatility in raw material prices and the energy market. The company increased its finished goods stock holding during the year with a view to increasing order fulfilment and customer satisfaction levels. The company continues to maintain a sufficient quantity of raw materials stock to hedge short term movements in commodity prices and take advantage of significant changes in demand and supply.

The company continues to develop and invest in its woodshop products, though the nature and price of timber products means the market remains difficult while consumers are impacted by cost of living pressures.

During the year, significant investment has been made maintaining and improving the production facility, leading to operational benefits in the years to come.

PRINCIPAL RISKS AND UNCERTAINTIES

The risks and uncertainties are that of price movement in raw materials, ensuring the balance between customer forecasts and actual needs are met without cost to the company. These are all mitigated by the agreeing of forward contracts and by sourcing more locally, to reduce the risk of defaulting suppliers and reducing the company's carbon footprint.

KEY PERFORMANCE INDICATORS

The key performance indicators are turnover and profitability, which are evident from the financial statements.

ON BEHALF OF THE BOARD:

Mr R M Johnston - Secretary

9th September 2025

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of processing and sales of merchandise and seeds.

DIVIDENDS

During the year interim dividends amounting to £254,018 (2023: £271,810) were paid. The directors do not recommend a final dividend (2023 - £nil).

RESEARCH AND DEVELOPMENT

The company continues to develop and innovate its products and their manufacture.

FUTURE DEVELOPMENTS

As set out in the strategic report the company is well placed to take advantage of its opportunities and manage business risks successfully and is committed to driving operational efficiencies through planned improvements to the production facility.

DIRECTORS

The directors shown below have held office during the whole of the period from 1st January 2024 to the date of this report.

Mr R M Johnston

Mrs F Johnston

The company has provided third party indemnity insurance cover for the benefit of the directors during the period. These provisions remain in force at the reporting date.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 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;

-	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.

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 company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Smailes Goldie, will be proposed for re-appointment in accordance with section 485 of the Companies Act 2006.

ON BEHALF OF THE BOARD:

Mr R M Johnston - Secretary

9th September 2025

Opinion

We have audited the financial statements of Johnston and Jeff Limited (the 'company') for the year ended 31st December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the 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 company's affairs as at 31st December 2024 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.

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 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the 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 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 Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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 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 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.

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 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, tax legislation, data protection, anti-bribery, employment, environmental and health and safety legislation. An understanding of these laws and regulations and the extent of compliance was obtained through discussion with management and inspecting legal and regulatory correspondence.

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 and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

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 were indicative of potential bias; and

-

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;

-

enquiring of management as to actual and potential litigation and claims; and

-

reviewing correspondence with relevant regulators.

Due to 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. 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.

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission, or misrepresentation.

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.

Stephen Bramall BSc FCA (Senior Statutory Auditor)

for and on behalf of Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire HU2 8BA

10th September 2025

TURNOVER

2

21,499,430

23,593,143

Cost of sales

19,304,215

21,616,906

GROSS PROFIT

2,195,215

1,976,237

Administrative expenses

1,409,995

1,259,777

785,220

716,460

Other operating income

-

1,629

OPERATING PROFIT

4

785,220

718,089

Interest receivable and similar income

3,783

1,067

789,003

719,156

Interest payable and similar expenses

5

20,748

38,239

PROFIT BEFORE TAXATION

768,255

680,917

Tax on profit

6

178,086

115,872

PROFIT FOR THE FINANCIAL YEAR

590,169

565,045

FIXED ASSETS

Tangible assets

8

2,989,307

3,154,458

CURRENT ASSETS

Stocks

9

3,249,140

2,059,498

Debtors

10

2,408,259

2,662,990

Cash at bank and in hand

120,069

549,963

5,777,468

5,272,451

CREDITORS

Amounts falling due within one year

11

2,122,735

1,903,669

NET CURRENT ASSETS

3,654,733

3,368,782

TOTAL ASSETS LESS CURRENT LIABILITIES

6,644,040

6,523,240

CREDITORS

Amounts falling due after more than one year

12

(175,890

)

(351,531

)

PROVISIONS FOR LIABILITIES

16

(465,333

)

(487,559

)

ACCRUALS AND DEFERRED INCOME

17

(156,622

)

(174,106

)

NET ASSETS

5,846,195

5,510,044

CAPITAL AND RESERVES

Called up share capital

18

4,999

4,999

Revaluation reserve

19

455,002

455,002

Capital redemption reserve

19

4,001

4,001

Retained earnings

19

5,382,193

5,046,042

SHAREHOLDERS' FUNDS

5,846,195

5,510,044

The financial statements were approved by the Board of Directors and authorised for issue on 9th September 2025 and were signed on its behalf by:

Mr R M Johnston - Director

Called up

Capital

share

Retained

Revaluation

redemption

Total

capital

earnings

reserve

reserve

equity

£

£

£

£

£

Balance at 1st January 2023

4,999

4,752,807

455,002

4,001

5,216,809

Changes in equity

Dividends

-

(271,810

)

-

-

(271,810

)

Total comprehensive income

-

565,045

-

-

565,045

Balance at 31st December 2023

4,999

5,046,042

455,002

4,001

5,510,044

Changes in equity

Dividends

-

(254,018

)

-

-

(254,018

)

Total comprehensive income

-

590,169

-

-

590,169

Balance at 31st December 2024

4,999

5,382,193

455,002

4,001

5,846,195

Cash flows from operating activities

Cash generated from operations

1

76,732

1,470,165

Interest paid

(20,748

)

(38,239

)

Tax paid

(208,436

)

(27,776

)

Net cash from operating activities

(152,452

)

1,404,150

Cash flows from investing activities

Purchase of tangible fixed assets

(109,791

)

(33,514

)

Sale of tangible fixed assets

-

4,999

Interest received

3,783

1,067

Net cash from investing activities

(106,008

)

(27,448

)

Cash flows from financing activities

Loan repayments in year

(49,124

)

(69,417

)

Hire purchase - capital element

(152,569

)

(144,371

)

Amount introduced by directors

55,379

(79,887

)

Amount withdrawn by directors

-

(1,975

)

Equity dividends paid

(254,018

)

(271,810

)

Net cash from financing activities

(400,332

)

(567,460

)

(Decrease)/increase in cash and cash equivalents

(658,792

)

809,242

Cash and cash equivalents at beginning of year

2

549,963

(259,279

)

Cash and cash equivalents at end of year

2

(108,829

)

549,963

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Profit before taxation

768,255

680,917

Depreciation charges

274,942

273,931

Profit on disposal of fixed assets

-

(5,000

)

Finance costs

20,748

38,239

Finance income

(3,783

)

(1,067

)

1,060,162

987,020

(Increase)/decrease in stocks

(1,189,642

)

969,231

Decrease/(increase) in trade and other debtors

199,352

(12,529

)

Increase/(decrease) in trade and other creditors

6,860

(473,557

)

Cash generated from operations

76,732

1,470,165

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31st December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

120,069

549,963

Bank overdrafts

(228,898

)

-

(108,829

)

549,963

Year ended 31st December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

549,963

222,344

Bank overdrafts

-

(481,623

)

549,963

(259,279

)

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

549,963

(429,894

)

120,069

Bank overdrafts

-

(228,898

)

(228,898

)

549,963

(658,792

)

(108,829

)

Debt

Finance leases

(338,772

)

152,569

(186,203

)

Debts falling due within 1 year

(49,125

)

7,307

(41,818

)

Debts falling due after 1 year

(165,305

)

41,817

(123,488

)

(553,202

)

201,693

(351,509

)

Total

(3,239

)

(457,099

)

(460,338

)

1.	ACCOUNTING POLICIES

Basis of preparing the financial statements

Johnston and Jeff Limited is a limited company incorporated in the United Kingdom. The address of the registered office is given in the company information on page 1 of these financial statements.

The financial statements have been prepared in accordance with applicable accounting standards including Financial Reporting Standard 102 The financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) and the Companies Act 2006. The financial statements have been prepared on a going concern basis under the historical cost convention, modified to include certain items at fair value.

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 significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

Turnover

Turnover is measured at the fair value of the consideration received or receivable net of VAT and trade discounts. The policies adopted for the recognition of turnover are as follows:

Sale of goods

Turnover from the sale of bird seed and wood based garden products is recognised when significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. This is usually on dispatch of the goods.

Interest and other income

Interest income is recognised using the effective interest method.

Tangible fixed assets

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

The valuation of the company's leasehold property at 1 January 2014 (its FRS102 transition date) has been adopted as the property's deemed cost.

Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost, less estimated residual value, of each asset on a systematic basis over its expected useful life as follows:

Leasehold improvements

2-5% on cost

Plant and machinery etc

5-10% on cost

Fixtures and fittings

10% - 33% on cost

Motor vehicles

25% on cost

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing stock to its present location and condition. Cost is calculated using the first-in, first-out formula. Provision is made for damaged, obsolete and slow-moving stock where appropriate.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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.

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.

Research and development

Research and development expenditure is written off as incurred.

Foreign currencies

Foreign currency transaction are initially recognised by applying to the foreign currency amount the spot exchange rate between the functional currency and the foreign currency at the date of the transaction.

Monetary assets and liabilities denominated in a foreign currency at the balance sheet date are translated using the closing rate.

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.

Rentals payable under operating leases are charged to the profit and loss account over the period of the lease on a straight line basis.

Employee benefits

When employees have rendered service to the company, short-term employee benefits to which the employees are entitled are recognised at the undiscounted amount expected to be paid in exchange for that service.

The company operates a defined contribution plan for the benefit of its employees. Contributions are expensed as they become payable.

Government grants

The company receives government grants in respect of land and buildings. These grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the company will comply with conditions attaching to them and the grants will be received using the accrual model.

Debtors and creditors receivable/ payable within one year

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

2.

TURNOVER

The turnover and operating profit is wholly attributable to the company's principal activities within the United Kingdom.

3.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

1,666,755

1,494,430

Social security costs

146,305

135,158

Other pension costs

171,806

72,802

1,984,866

1,702,390

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

2024

2023

Production

35

38

Administrative

14

13

Management

2

2

51

53

2024

2023

£

£

Directors' remuneration

27,805

27,745

Directors' pension contributions to money purchase schemes

100,000

-

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

Money purchase schemes

2

2

4.	OPERATING PROFIT

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

2024

2023

£

£

Hire of plant and machinery

-

2,558

Depreciation - owned assets

274,942

273,930

Profit on disposal of fixed assets

-

(5,000

)

Foreign exchange differences

2,635

-

Auditors remuneration

15,750

8,100

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Bank overdraft interest

356

9,837

Bank loan interest

20,392

28,402

20,748

38,239