REGISTERED NUMBER: 07162263 (England and Wales)

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31 DECEMBER 2024

FOR

GREENBLUE URBAN LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Profit & Loss Account

10

Balance Sheet

11

Statement of Changes in Equity

13

Notes to the Financial Statements

14

DIRECTORS:

Mr D A Bowie

Mrs J C Bowie

Mr R Bowie

Mr A Bowie

Mr D R Bowie

REGISTERED OFFICE:

Northpoint

Compass Park

Junction Road

Bodiam

East Sussex

TN32 5BS

REGISTERED NUMBER:

07162263 (England and Wales)

AUDITORS:

Honey Barrett (Audit) Ltd, Statutory Auditors

53 Gildredge Road

Eastbourne

East Sussex

BN21 4SF

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

REVIEW OF BUSINESS

The company's key financial and other performance indicators during the year are as follows:

2024

2023

Turnover

£12,137,885

£12,047,038

Gross Profit

£5,644,916

£5,189,569

Gross Profit %

46.5%

43.1%

EBITDA

£2,207,347

£1,461,541

EBITDA %

18.2%

12.1%

Although overall revenue growth was marginal, the company performed in line with expectations across the year, and succeeded in improving profitability through rigorous cost control and excellent customer service.

The directors are aware that the business overheads are higher than they could be, and are cognizant of the reasons for this. To a degree these are consequent of the level of service the company offers and its ongoing investment in the team.

PRINCIPAL RISKS AND UNCERTAINTIES

The key risk areas for the business include lower cost imported products, and an increasing commoditization of some of their tree products. The directors are mitigating this risk by driving further innovation in the nature based solution sector, and investing to keep ahead of the competition through being agile in responding to an evolving market.

The company's operations expose it to a variety of financial risks that include the effects of market risk (including currency and price risk), credit risk and liquidity risk. The company's overall risk management strategy seeks to minimise adverse effects from the unpredictability of financial markets of the company's financial performance.

The directors are responsible for setting the objectives and underlying principles of financial risk management for the management of the company. The senior management then establishes the detailed policies such as authority levels, oversight responsibilities, risk identification and measurement, exposure limits and hedging strategies.

The directors have also identified the potential risks associated with the 'anti plastic' movement and are pursuing a circular economy strategy in their production to mitigate this.

All risks and uncertainties are regularly monitored by the Board of Directors of the company.

FUTURE DEVELOPMENTS

The directors continue to work on plans to increase market share in the storm water industry where there is still excellent potential to grow with new, innovative and sustainable products.

In response to the growing demand for nature based solutions to combat water pollution, and mitigate climate temperatures, GreenBlue are expanding their design and deliver services to facilitate holistic and sustainable urban solutions to successfully integrate nature in the built environment.

The directors have also reviewed and realigned the export strategy to counter aggressive competition in export markets.

ON BEHALF OF THE BOARD:

Mr D A Bowie - Director

15 September 2025

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of operating in the area of urban planning and landscape architectural activities.

DIVIDENDS

Particulars of dividends paid are detailed in note 10 to the financial statements.

DIRECTORS

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

Mr D A Bowie

Mrs J C Bowie

Mr R Bowie

Mr A Bowie

Mr D R Bowie

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, Honey Barrett (Audit) Ltd, Statutory Auditors, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr D A Bowie - Director

15 September 2025

Opinion

We have audited the financial statements of Greenblue Urban Limited (the 'company') for the year ended 31 December 2024 which comprise the Profit & Loss Account, Balance Sheet, Statement of Changes in Equity and 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 31 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 four, 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:

-

Enquires with management about any known of suspected instances of fraud;

-

Enquires with management about any known or suspected instances of non-compliance with laws and regulations

-

Review of the company's systems relating to the compilation of the financial statements;

-

Review of financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

-

Examination of journal entries and other adjustments to test for appropriateness and identify any instances of management override of controls;

-

Identify those areas that carry a potential risk of misstatement and design appropriate testing.

Having regard to the field in which the client operates we identified that employment law, health and safety legislation and compliance with the UK Companies Act are the areas most likely to have a material impact on the financial statements.

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance.

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.

Louise Underdown FCA (Senior Statutory Auditor)

for and on behalf of Honey Barrett (Audit) Ltd, Statutory Auditors

53 Gildredge Road

Eastbourne

East Sussex

BN21 4SF

15 September 2025

TURNOVER

4

12,137,885

12,047,038

Cost of sales

6,492,969

6,857,469

GROSS PROFIT

5,644,916

5,189,569

Administrative expenses

4,066,785

4,289,428

1,578,131

900,141

Other operating income

364,708

282,362

OPERATING PROFIT

6

1,942,839

1,182,503

Income from shares in group undertakings

1,050,000

-

Interest receivable and similar income

35,452

30,602

1,085,452

30,602

3,028,291

1,213,105

Interest payable and similar expenses

8

10,434

15,468

PROFIT BEFORE TAXATION

3,017,857

1,197,637

Tax on profit

9

165,375

(179,477

)

PROFIT FOR THE FINANCIAL YEAR

2,852,482

1,377,114

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,852,482

1,377,114

FIXED ASSETS

Intangible assets

12

777,652

860,265

Tangible assets

13

707,711

691,844

Investments

14

-

1,010,715

1,485,363

2,562,824

CURRENT ASSETS

Stocks

15

1,576,119

1,912,699

Debtors

16

5,157,963

4,914,916

Cash at bank and in hand

555,530

938,716

7,289,612

7,766,331

CREDITORS

Amounts falling due within one year

17

2,004,944

2,896,594

NET CURRENT ASSETS

5,284,668

4,869,737

TOTAL ASSETS LESS CURRENT LIABILITIES

6,770,031

7,432,561

CREDITORS

Amounts falling due after more than one year

18

(37,012

)

(16,385

)

PROVISIONS FOR LIABILITIES

21

(189,628

)

(188,202

)

NET ASSETS

6,543,391

7,227,974

CAPITAL AND RESERVES

Called up share capital

22

700

700

Retained earnings

23

6,542,691

7,227,274

SHAREHOLDERS' FUNDS

6,543,391

7,227,974

The financial statements were approved by the Board of Directors and authorised for issue on 15 September 2025 and were signed on its behalf by:

Mr D A Bowie - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

700

6,291,860

6,292,560

Changes in equity

Dividends

-

(441,700

)

(441,700

)

Total comprehensive income

-

1,377,114

1,377,114

Balance at 31 December 2023

700

7,227,274

7,227,974

Changes in equity

Dividends

-

(3,537,065

)

(3,537,065

)

Total comprehensive income

-

2,852,482

2,852,482

Balance at 31 December 2024

700

6,542,691

6,543,391

1.	STATUTORY INFORMATION

Greenblue Urban Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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 historical cost convention.

Going concern

Having considered the principal risks and uncertainties set out in the strategic report, the financial strength of the company and the current economic environment, the directors are confident that the company has the required resources to continue in operational existence for the foreseeable future. They therefore continue to adopt the going concern basis of accounting in preparing the annual report and accounts.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 33.7.

Significant judgements and estimates

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 revision and future periods where the revision affects both current and future periods.

Key sources of estimation and uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

a) Useful lives and residual values of property, plant and equipment

Depreciation is provided to write down the cost of property, plant and equipment to their estimated residual values over their estimated useful lives as set out below. The selection of the residual values and useful lives gives rise to estimation uncertainty. The useful lives of property, plant and equipment are reviewed by management annually.

b) Useful lives and residual values of intangible fixed assets

Amortisation is provided to write down the cost of intangible fixed assets to their estimated residual values over their estimated useful lives as set out below. The selection of the residual values and useful lives gives rise to estimation uncertainty. The useful lives of intangible fixed assets are reviewed by management annually.

c) Provision for slow moving and obsolete stocks

Management review the company's stock holding on an ongoing basis. The level of provision required for slow moving or obsolete stock is based on past and present sales information and current pricing strategies.

d) Provision for doubtful debts

Management review the company's aged debtors on an ongoing basis. The level of provision is specific based on present information about customers ability to pay.

Turnover

Turnover represents the invoiced value of urban tree planting products, tree care products and urban furniture sold during the year. This is net of settlement discounts and value added tax.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer, which is considered to be on despatch of the goods; the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred in respect of the transaction can be reliably measured.

Amortisation

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of an asset as follows:

Goodwill

-

10% straight line

Patent fees

-

12.5% straight line

Computer software

-

10% straight line

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Assets on hire

-

20% on cost

Plant and machinery

-

15% on reducing balance

Fixtures and fittings

-

15% on reducing balance

Motor vehicles

-

25% on reducing balance

Equipment

-

25% on cost

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.

Investments in subsidiaries and associates

Investments in subsidiary and associate undertakings are recognised at cost less impairment.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell (net realisable value). Costs, which comprise direct production costs, are based on the method most appropriate to the type of inventory class, but usually on a first-in-first-out basis. Overheads are charged to profit or loss as incurred. Net realisable value is based on the estimated selling price less any estimated completion or selling costs.

When stocks are sold, the carrying amount of those stocks is recognised as an expense in the period in which the related revenue is recognised. The amount of any write-down of stocks to net realisable value and all losses of stocks are recognised as an expense in the period in which the write-down or loss occurs. The amount of any reversal of any write-down of stocks is recognised as a reduction in the amount of stocks recognised as an expense in the period in which the reversal occurs.

Financial instruments

The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities, like trade and other accounts receivable and payable, loans from banks and other third parties and loans to / from related parties.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at the present value of the future cash flows and subsequently measured at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted transaction price less any impairment.

If the arrangements of a short term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of the estimated cash flows discounted at the asset's original effective rate.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.

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 entity after deducting all of its financial liabilities.

Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet and measured as detailed above.

Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.

Finance costs are charged to the profit and loss over the term of the financial asset / liability using the effective interest method so that the amount charged is at a constant rate on the carrying amount.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit & Loss Account, 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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

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 company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

4.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

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

2024

2023

£

£

Sale of goods

12,137,885

12,047,038

12,137,885

12,047,038

An analysis of turnover by geographical market is given below:

2024

2023

£

£

United Kingdom

11,077,994

9,765,813

Overseas sales

1,059,891

2,281,225

12,137,885

12,047,038

5.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

1,839,834

1,613,185

Social security costs

207,311

170,905

Other pension costs

36,050

30,878

2,083,195

1,814,968

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

2024

2023

Administrative staff

10

11

Sales and management

24

24

Warehouse

6

5

40

40

2024

2023

£

£

Directors' remuneration

192,674

200,074

Directors' pension contributions to money purchase schemes

5,209

5,443

6.	OPERATING PROFIT

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

2024

2023

£

£

Hire of plant and machinery

9,225

10,116

Depreciation - owned assets

133,059

164,149

Profit on disposal of fixed assets

(5,359

)

-

Patents and licences amortisation

105,376

101,764

Software amortisation

26,072

13,125

Foreign exchange differences

2,512

24,808

7.	AUDITORS' REMUNERATION

2024

2023

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

20,200

19,250

Fees payable to the company's auditors for other services:

Accountancy services

21,976

18,308

Total audit fees

42,176

37,558

Payroll services

3,077

4,134

Total non-audit fees

3,077

4,134

Total fees payable

45,253

41,692

8.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Bank loan interest

-

17

Interest on other loans

7,745

7,365

Hire purchase interest

2,689

8,086

10,434

15,468