Highlight Horticulture Limited

	Page
Company Information	1
Strategic Report	2
Director's Report	3—4
Independent Auditor's Report	5—7
Consolidated Profit and Loss Account	8
Consolidated Balance Sheet	9
Company Balance Sheet	10
Consolidated Statement of Changes in Equity	11
Company Statement of Changes in Equity	12
Consolidated Cash Flow Statement	13
Notes to the Consolidated Cash Flow Statement	14
Notes to the Financial Statements	15—25

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Strategic Report

For The Year Ended 30 September 2024

Strategic Report

The director presents his strategic report for the year ended 30 September 2024.

Review of the Business

In the year to 30 September 2024 the director has managed to improve profit margins. Sales levels have decreased as anticipated, after an increase in 2023. The business experienced reduced sales and profit in 2022 following a period of growth in 2020 and 2021 due to the COVID-19 pandemic.

The industry is going through a transitional period throughout Europe, but the director has understood the current issues and has concentrated on maintaining trade as much as possible and maintaining margins in a difficult trading period. Results would have been significantly impacted in the period had it not been for the acquisition of the Intellectual Property from Maxigrow Technologies Ltd.

The director is confident that the accounts reflect sustainable profitability.

Competition is key to maintaing market share and there is a need to hold strong stock levels to ensure adequate and timely supply to the market.

The closing balance sheet at the financial reporting date reflects a continued strong position for the group. Both cash and stock levels remain high despite the reduction in trading activity throughout the year which has driven down trading debtors and creditors. The closing cash balance alone still exceeds the liabilities payable within one year.

The group's key financial and other performance indicators during the year were as follows:

		2024	2023
		£	£
Turnover	£	35,716,550	37,147,640
Turnover growth	%	-4	27
Gross profit margin	%	22	20
Profit before tax	£	3,649,714	3,745,835

Principal Risks and Uncertainties

The director views the principal risks to the business to be the wider UK economy and the continued uncertainty surrounding the Eurozone and the ongoing results of Brexit negotiations. Stock levels have been increased in anticipation of any difficulties and the director continues to monitor the situation.

On behalf of the board

David Oates

Director

24 September 2025

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Highlight Horticulture Limited

Company No. 07543303

Director's Report For The Year Ended 30 September 2024

Director's Report

The director presents his report and the financial statements for the year ended 30 September 2024.

Principal Activity

The group's principal activity continues to be that of the wholesale of horticultural supplies.

Dividends

The value of dividends paid amounted to £3,343,243.

The director declared a final dividend of £1,000,000 be paid after the year end.

Directors

The director who held office during the year were as follows:

David Oates

Statement of Director's Responsibilities

The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', and applicable law). Under company law the director 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 the financial statements the director is required to:

select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards, comprising FRS102, have been followed subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company and 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. He is 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.

The director is responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statement of Disclosure of Information to Auditors

In the case of each director in office at the date the Director's Report is approved:

so far as the director is aware, there is no relevant audit information of which the company and group's auditors are unaware; and
they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company and group's auditors are aware of that information.

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Highlight Horticulture Limited

Director's Report (continued)

For The Year Ended 30 September 2024

Independent Auditors

The auditors, Nuvo Audit Limited, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.

On behalf of the board

David Oates

Director

24 September 2025

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Independent Auditor's Report

to the Members of

Highlight Horticulture Limited

Independent Auditor's Report

Opinion

We have audited the financial statements of Highlight Horticulture Limited (the "parent company") and its subsidiaries (the "group") for the year ended 30 September 2024 which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes of Equity, Company Statement of Changes of Equity, Consolidated Cash Flow Statement and the related notes, 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 (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

In our opinion the financial statements:

give a true and fair view of the state of the group's and of the parent company's affairs as at 30 September 2024 and of the group's profit/(loss) 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 director's 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 and parent company's ability to continue as a going concern for a period of at least 12 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 other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and Director's Report have been prepared in accordance with applicable legal requirements.

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Independent Auditor's Report (continued)

to the Members of

Highlight Horticulture Limited

Matters on Which We Are Required to Report by Exception

In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Director's Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept 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 or returns; or
certain disclosures of director's 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 Director's Responsibilities Statement set out on page 3—4, the director is 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 director determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for assessing the group and 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.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Enquiring of management of any known or suspected instances of fraud, as well as considering management's assessment of the susceptibility of the financial statements to fraud.

Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements.

Performing substantive testing over a selection of journal entries made in the period, to address the risk of fraud due to management override of controls. With a focus on entries made by unusual team members or entries made at unusual times or on unusual dates.

Performing analytical procedures to identify any unusual or unexpected relationships that may indicate an increased risk of material misstatement as a result of fraud, or management override.

Assessing accounting estimates which have a material impact of the year end accounts, to determine if there is indication of management bias.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Our audit did not identify any key audit matters relating to the detection of irregularities including fraud. However, despite the audit being planned and conducted in accordance with ISAs (UK) there remains an unavoidable risk that material misstatements in the financial statements may not be detected owing to inherent limitations of the audit, and that by their very nature, any such instances of fraud or irregularity likely involve collusion, forgery, intentional misrepresentations, or the override of internal controls.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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Independent Auditor's Report (continued)

to the Members of

Highlight Horticulture Limited

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 that we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Daniel Johnson FCCA (Senior Statutory Auditor)

for and on behalf of Nuvo Audit Limited , Statutory Auditor

25 September 2025

Nuvo Audit Limited

First Floor Sterling House

Outrams Wharf

Little Eaton

Derby

DE21 5EL

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Highlight Horticulture Limited

Consolidated Profit and Loss Account

For The Year Ended 30 September 2024

Consolidated Profit and Loss Account

		2024	2023 as restated
	Notes	£	£
TURNOVER	3	35,716,550	37,147,640
Cost of sales		(27,842,830 )	(29,599,021 )

GROSS PROFIT		7,873,720	7,548,619

Administrative expenses		(4,309,045 )	(4,074,780 )

OPERATING PROFIT	4	3,564,675	3,473,839
Exceptional items		-	200,000
Loss on disposal of fixed assets		-	(472 )
Other interest receivable and similar income	9	85,039	72,468

PROFIT BEFORE TAXATION		3,649,714	3,745,835
Tax on Profit	10	(903,176 )	(797,573 )

PROFIT AFTER TAXATION BEING PROFIT FOR THE FINANCIAL YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT		2,746,538	2,948,262

The notes on pages 14 to 25 form part of these financial statements.

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Highlight Horticulture Limited

Consolidated Balance Sheet

As At 30 September 2024

Consolidated Balance Sheet

Registered number: 07543303

		2024		2023 as restated
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	11		1,138,162		1,200,000
Tangible Assets	12		386,931		417,603

			1,525,093		1,617,603
CURRENT ASSETS
Stocks	14	10,125,708		10,597,000
Debtors	15	4,931,901		4,800,673
Cash at bank and in hand		5,809,781		7,685,051

		20,867,390		23,082,724
Creditors: Amounts Falling Due Within One Year	16	(5,256,696 )		(5,959,070 )

NET CURRENT ASSETS (LIABILITIES)			15,610,694		17,123,654

TOTAL ASSETS LESS CURRENT LIABILITIES			17,135,787		18,741,257

PROVISIONS FOR LIABILITIES
Deferred Taxation	17		(101,727 )		(110,492 )

NET ASSETS			17,034,060		18,630,765

CAPITAL AND RESERVES
Called up share capital	19		100		100
Profit and Loss Account			17,033,960		18,630,665

SHAREHOLDERS' FUNDS			17,034,060		18,630,765

On behalf of the board

David Oates

Director

24 September 2025

The notes on pages 14 to 25 form part of these financial statements.

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Highlight Horticulture Limited

Company Balance Sheet

As At 30 September 2024

Company Balance Sheet

Registered number: 07543303

		2024		2023 as restated
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	12		386,931		417,603
Investments	13		989,816		1,051,654

			1,376,747		1,469,257
CURRENT ASSETS
Stocks	14	10,125,708		10,597,000
Debtors	15	4,993,739		4,800,673
Cash at bank and in hand		5,809,782		7,685,051

		20,929,229		23,082,724
Creditors: Amounts Falling Due Within One Year	16	(5,318,534 )		(5,959,070 )

NET CURRENT ASSETS (LIABILITIES)			15,610,695		17,123,654

TOTAL ASSETS LESS CURRENT LIABILITIES			16,987,442		18,592,911

PROVISIONS FOR LIABILITIES
Deferred Taxation	17		(101,727 )		(110,492 )

NET ASSETS			16,885,715		18,482,419

CAPITAL AND RESERVES
Called up share capital	19		100		100
Profit and Loss Account			16,885,615		18,482,319

SHAREHOLDERS' FUNDS			16,885,715		18,482,419

In accordance with section 408(3) of the Companies Act 2006, the company has not presented its own profit and loss account and the related notes. The company's profit for the year was £ 2,746,539 (2023: £ 2,799,916 profit).

On behalf of the board

Mr David Oates

Director

24 September 2025

The notes on pages 14 to 25 form part of these financial statements.

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Highlight Horticulture Limited

Consolidated Statement of Changes in Equity

For The Year Ended 30 September 2024

Consolidated Statement of Changes in Equity

	Share Capital	Profit and Loss Account	Total
	£	£	£
As at 1 October 2022	100	16,682,403	16,682,503
Profit for the year and total comprehensive income	-	2,948,262	2,948,262

Dividends paid	-	(1,000,000)	(1,000,000)

As at 30 September 2023 and 1 October 2023 as restated	100	18,630,665	18,630,765


Profit for the year and total comprehensive income	-	2,746,538	2,746,538

Dividends paid	-	(4,343,243)	(4,343,243)

As at 30 September 2024	100	17,033,960	17,034,060

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Highlight Horticulture Limited

Company Statement of Changes in Equity

For The Year Ended 30 September 2024

Company Statement of Changes in Equity

	Share Capital	Profit and Loss Account	Total
	£	£	£
As at 1 October 2022	100	16,682,403	16,682,503
Profit for the year and total comprehensive income	-	2,799,916	2,799,916

Dividends paid	-	(1,000,000)	(1,000,000)

As at 30 September 2023 and 1 October 2023 as restated	100	18,482,319	18,482,419


Profit for the year and total comprehensive income	-	2,746,539	2,746,539

Dividends paid	-	(4,343,243)	(4,343,243)

As at 30 September 2024	100	16,885,615	16,885,715

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Highlight Horticulture Limited

Consolidated Cash Flow Statement

For The Year Ended 30 September 2024

Consolidated Cash Flow Statement

		2024	2023 as restated
	Notes	£	£
Cash flows from operating activities
Net cash generated from operations	1	3,048,903	2,371,308
Tax paid		(1,679,897 )	(224,578 )

Net cash generated from operating activities		1,369,006	2,146,730

Cash flows from investing activities
Purchase of intangible assets		-	(1,000,000 )
Purchase of tangible assets		(43,823 )	(47,829 )
Proceeds from disposal of tangible assets		-	10,389
Interest received		85,039	72,468

Net cash generated from/(used in) investing activities		41,216	(964,972 )

Cash flows from financing activities
Equity dividends paid		(3,343,243 )	(1,000,000 )



(Decrease)/increase in cash and cash equivalents		(1,933,021 )	181,758
Cash and cash equivalents at beginning of year	2	7,685,051	7,530,468
Foreign exchange gains/(losses) on cash and cash equivalents		57,751	(27,175 )

Cash and cash equivalents at end of year	2	5,809,781	7,685,051

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Highlight Horticulture Limited

Notes to the Consolidated Cash Flow Statement

For The Year Ended 30 September 2024

Notes to the Consolidated Cash Flow Statement

1. Reconciliation of profit for the financial year to cash generated from operations

	2024	2023 as restated
	£	£
Profit for the financial year	2,746,538	2,948,262
Adjustments for:
Tax on profit	903,176	797,573
Interest income	(85,039 )	(72,468 )
Reversal of impairment of intangible assets	-	(200,000)
Depreciation of tangible assets	74,495	80,923
Impairment of tangible assets	61,838	-
Loss on disposal of tangible assets	-	472
Foreign exchange (gains)/losses	(57,751)	27,175
Movements in working capital:
Decrease/(increase) in stocks	471,292	(1,522,235 )
Increase in trade and other debtors	(131,228 )	(913,600 )
(Decrease)/increase in trade and other creditors	(934,418 )	1,225,206

Net cash generated from operations	3,048,903	2,371,308

2. Cash and cash equivalents

Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:

	2024	2023 as restated
	£	£
Cash at bank and in hand	5,809,781	7,685,051

3. Analysis of changes in net funds

	As at 1 October 2023	Cash flows	As at 30 September 2024
	£	£	£
Cash at bank and in hand	7,685,051	(1,875,270)	5,809,781

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Highlight Horticulture Limited

Notes to the Financial Statements

For The Year Ended 30 September 2024

Notes to the Financial Statements

1. General Information

Highlight Horticulture Limited is a private company, limited by shares, incorporated in England & Wales, registered number 07543303 . The registered office is The Willows, Ransom Wood Business Park, Southwell Road West, Rainworth, Mansfield, Nottinghamshire, NG21 0HJ.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland'' and the Companies Act 2006. The presentation currency of the financial statements is the Pound Sterling (£). The amounts shown in the financial statements are rounded to the nearest Pound.

2.2. Basis Of Consolidation

The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings together with the group’s share of the results of associates made up to 30 September 2024.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary.

Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group’s accounting policies when preparing the consolidated financial statements.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and where the group has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate. The results of associates are accounted for using the equity method of accounting.

Any subsidiary undertakings or associates sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively.

Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement. The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and are transferred to retained earnings. The gain or loss also includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified.

Where control of a subsidiary is achieved in stages, the initial acquisition that gave the group control is accounted for as a business combination. Thereafter where the group increases its controlling interest in the subsidiary the transaction is treated as a transaction between equity holders. Any difference between the fair value of the consideration paid and the carrying amount of the non-controlling interest acquired is recognised directly in equity. No changes are made to the carrying value of assets, liabilities or provisions for contingent liabilities.

2.3. Business Combinations

Business combinations are accounted for by applying the purchase method.

The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction.

Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination.

On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.

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Highlight Horticulture Limited

Notes to the Financial Statements (continued)

For The Year Ended 30 September 2024

2.4. Going Concern Disclosure

The company meets its day to day working capital requirements through its cash reserves. The company's forcasts and projections, taking account of reasonable possible changes in trading performance show that the company is in a strong position and able to operate within the levels of its current cash reserves. After making resonable enquiries the director has a reasonable expectation that the company has adequate resources to continue operating at its current level and maintaining if not improving on current dividend policy.

The financial statements have been prepared on a going concern basis.

2.5. Significant judgements and estimations

In the application of the group's accounting policies, management is required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and are reviewed on an ongoing basis.

Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The key sources of estimation uncertainty that have an impact on the amounts recognised in the financial statements are:

Stock valuation

The company reviews the carrying value of inventory at each reporting date to assess whether it is stated at the lower of cost and net realisable value. This assessment requires management to exercise judgement in estimating:

Obsolescence - Inventory is reviewed for items that are slow-moving, discontinued, or otherwise obsolete. Provision is made based on historical usage patterns, future sales forecasts, and product lifecycle considerations.

Net Realisable Value - Management estimates the selling price of inventory items in the ordinary course of business, less estimated costs of completion and selling expenses. This involves judgement in forecasting future demand, pricing trends, and market conditions.

Damaged or Unsellable Stock - Specific provisions are made for items identified as damaged or unsellable.

These estimates are inherently uncertain and may change as a result of changes in market conditions or business strategy.

Provision for bad and doubtful debts

The company assesses the recoverability of trade receivables at each reporting date and recognises a provision for bad debts where appropriate. Key areas of judgement include:

The estimation of bad debt provisions involves significant judgement and is subject to change based on actual credit losses experienced.

2.6. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

2.7. Intangible Fixed Assets and Amortisation - Goodwill

Goodwill is the difference between amounts paid on the acquisition of a business and the fair value of the separable net assets. It is amortised to profit and loss account over its estimated economic life of 10 years.

Where the fair value of the identifiable net assets acquired exceeds the cost of the business combination, the resulting negative goodwill is recognised immediately in profit or loss, except to the extent that it relates to future losses or expenses. Any portion of negative goodwill that relates to future losses or expenses is recognised in profit or loss as those losses or expenses are recognised. Negative goodwill is not amortised.

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Highlight Horticulture Limited

Notes to the Financial Statements (continued)

For The Year Ended 30 September 2024

2.8. Intangible Fixed Assets and Amortisation - Other Intangible

Other intangible assets are patents. It is amortised to profit and loss account over its estimated economic life of 10 years.

2.9. Research and Development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research is recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their expected useful economic lives, which are 10 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project the expenditure is treated as if it were all incurred in the research phase only.

2.10. Intangible Fixed Assets and Amortisation - Intellectual Property

Investments in intangible fixed assets are included in the accounts at fair value and represent the trade marks of Maxigrow Technologies Limited. The rights to the commercial exploitation of these assets have been licensed to Highlight Horticulture Limited.

Goodwill on consolidation arises from the difference between the cost of acquiring the assets and rights in subsidiary companies and the measurement of its seperable assets at fair market value.

The group will carry out periodic impairment reviews of the value of the investments based on the profits generated by the exploitation of the rights and make adequate provision where necessary against this goodwill.

2.11. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Plant & Machinery	20% Reducing balance
Motor Vehicles	25% Reducing balance
Fixtures & Fittings	15% Reducing balance

2.12. Leasing and Hire Purchase Contracts

Assets obtained under finance leases are capitalised as tangible fixed assets. Assets acquired under finance leases are depreciated over the shorter of the lease term and their useful lives. Assets acquired under hire purchase contracts are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the group. Obligations under such agreements are included in the creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the profit and loss account as incurred.

2.13. Stocks and Work in Progress

Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks.

Cost is determined using the first-in, first-out method. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.

Work in progress is reflected in the accounts on a contract by contract basis by recording turnover and related costs as contract activity progresses.

At the end of each reporting period stocks are assessed for impairment. If an item of stock is impaired, the identified stock is reduced to its selling price less costs to complete and sell and an impairment charge is recognised in the profit and loss account. Where a reversal of the impairment is required the impairment charge is reversed, up to the original impairment loss, and is recognised as a credit in the profit and loss account.

2.14. Cash and Cash Equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.

Page 17

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Highlight Horticulture Limited

Notes to the Financial Statements (continued)

For The Year Ended 30 September 2024

2.15. Foreign Currencies

Monetary 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 ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

2.16. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

2.17. Pensions

The group operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.

3. Turnover

Analysis of turnover by class of business is as follows:

	2024	2023 as restated
	£	£
Sale of Goods	35,716,550	37,147,640

Analysis of turnover by geographical market is as follows:

	2024	2023 as restated
	£	£
United Kingdom	35,716,550	37,147,640

	35,716,550	37,147,640

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Highlight Horticulture Limited

Notes to the Financial Statements (continued)

For The Year Ended 30 September 2024

4. Operating Profit

The operating profit is stated after charging:

	2024	2023 as restated
	£	£
Bad debts	62,271	-
Depreciation of tangible fixed assets	74,495	80,923
Impairment losses/(reversal of impairment losses) - intangible fixed assets	61,838	(200,000 )

5. Auditor's Remuneration

Remuneration received by the group's auditors and their associates during the year was as follows:

	2024	2023 as restated
	£	£
Audit Services
Audit of the group and company's financial statements	10,500	9,250


Other Services
Other non-audit services	26,630	12,060

6. Staff Costs

Staff costs, including directors' remuneration, were as follows:

	Group		Company
	2024	2023 as restated	2024	2023 as restated
	£	£	£	£
Wages and salaries	1,868,510	1,817,853	1,868,510	1,817,853
Social security costs	218,342	214,344	218,342	214,344
Other pension costs	26,845	23,408	26,845	23,408

	2,113,697	2,055,605	2,113,697	2,055,605

7. Average Number of Employees

Group

Average number of employees, including directors, during the year was: 33 (2023: 30)

Company

Average number of employees, including directors, during the year was: 33 (2023: 30)

Page 19

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Highlight Horticulture Limited

Notes to the Financial Statements (continued)

For The Year Ended 30 September 2024

8. Director's remuneration

	2024	2023 as restated
	£	£
Emoluments	560,146	477,851

Information regarding the highest paid director was as follows:

	2024	2023 as restated
	£	£
Emoluments	560,146	477,851

9. Interest Receivable and Similar Income

	2024	2023 as restated
	£	£
Bank interest receivable	85,039	72,468

10. Tax on Profit

	Tax Rate		2024	2023 as restated
The tax charge on the profit for the year was as follows:
	2024	2023	£	£
Current tax
UK Corporation Tax	25.0%	22.0%	920,678	792,445
Prior period adjustment			(8,737 )	-

			911,941	792,445
Deferred Tax
Reversal of temporary timing differences			(8,765 )	5,128


Total tax charge for the period			903,176	797,573


The actual charge for the year can be reconciled to the expected charge for the year based on the profit and the standard rate of corporation tax as follows:
			2024	2023
			£	£
Profit before tax			3,649,714	3,745,835

Tax on profit at 25% (UK standard rate)			912,429	824,084
Expenses not deductible for tax purposes			1,678	14,824
Short term timing differences			(2,194 )	2,665
Prior period adjustment			(8,737 )	-
Revenue exempt from taxation			-	(44,000 )

Total tax charge for the period			903,176	797,573

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Highlight Horticulture Limited

Notes to the Financial Statements (continued)

For The Year Ended 30 September 2024

11. Intangible Assets

Group

	Goodwill	Other	Development Costs	Intellectual Property	Total
	£	£	£	£	£
Cost
As at 1 October 2023	2,057,482	22,000	4	1,200,000	3,279,486

As at 30 September 2024	2,057,482	22,000	4	1,200,000	3,279,486

Amortisation
As at 1 October 2023	2,057,482	22,000	4	-	2,079,486
Impairment losses	-	-	-	61,838	61,838

As at 30 September 2024	2,057,482	22,000	4	61,838	2,141,324

Net Book Value
As at 30 September 2024	-	-	-	1,138,162	1,138,162

As at 1 October 2023	-	-	-	1,200,000	1,200,000

Company

	Goodwill	Other	Development Costs	Total
	£	£	£	£
Cost
As at 1 October 2023	2,257,482	22,000	4	2,279,486

As at 30 September 2024	2,257,482	22,000	4	2,279,486

Amortisation
As at 1 October 2023	2,257,482	22,000	4	2,279,486

As at 30 September 2024	2,257,482	22,000	4	2,279,486

Net Book Value
As at 30 September 2024	-	-	-	-

As at 1 October 2023	-	-	-	-

12. Tangible Assets

Group

	Plant & Machinery	Motor Vehicles	Fixtures & Fittings	Total
	£	£	£	£
Cost
As at 1 October 2023	320,302	71,354	566,855	958,511
Additions	5,260	-	38,563	43,823

As at 30 September 2024	325,562	71,354	605,418	1,002,334

...CONTINUED

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Highlight Horticulture Limited

Notes to the Financial Statements (continued)

For The Year Ended 30 September 2024

Depreciation
As at 1 October 2023	172,522	42,783	325,603	540,908
Provided during the period	30,094	5,716	38,685	74,495

As at 30 September 2024	202,616	48,499	364,288	615,403

Net Book Value
As at 30 September 2024	122,946	22,855	241,130	386,931

As at 1 October 2023	147,780	28,571	241,252	417,603

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Highlight Horticulture Limited

Notes to the Financial Statements (continued)

For The Year Ended 30 September 2024

Company

	Plant & Machinery	Motor Vehicles	Fixtures & Fittings	Total
	£	£	£	£
Cost
As at 1 October 2023	320,302	71,354	566,855	958,511
Additions	5,260	-	38,563	43,823

As at 30 September 2024	325,562	71,354	605,418	1,002,334

Depreciation
As at 1 October 2023	172,522	42,783	325,603	540,908
Provided during the period	30,094	5,716	38,685	74,495

As at 30 September 2024	202,616	48,499	364,288	615,403

Net Book Value
As at 30 September 2024	122,946	22,855	241,130	386,931

As at 1 October 2023	147,780	28,571	241,252	417,603

13. Investments

Company

	Unlisted
	£
Cost
As at 1 October 2023	1,051,654

As at 30 September 2024	1,051,654

Provision
As at 1 October 2023	-
Impairment losses	61,838

As at 30 September 2024	61,838

Net Book Value
As at 30 September 2024	989,816

As at 1 October 2023	1,051,654

Subsidiaries

Details of the group's subsidiaries as at 30 September 2024 are as follows:

Name of undertaking	Registered Office	Class of shares held	Direct holding	Indirect holding
Maxigrow Holdings Limited	The Willows Ransom Wood Business Park, Southwell Road West, Rainworth, Mansfield, England, NG21 0HJ	Ordinary	100.00%	-
Maxigrow Technologies Limited	The Willows Ransom Wood Business Park, Southwell Road West, Rainworth, Mansfield, England, NG21 0HJ	Ordinary	100.00%	-

Under section 479C of the Companies Act 2006, Highlight Horticulture Limited , registration number 07543303 , being the parent undertaking has guaranteed the liabilities of the following subsidiaries in order that they qualify for the exemption from audit under section 479A of the Companies Act 2006 in respect of the year ended 30 September 2024:

Page 23

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Highlight Horticulture Limited

Notes to the Financial Statements (continued)

For The Year Ended 30 September 2024

Name of undertaking	Registered Number
Maxigrow Holdings Limited	14266877
Maxigrow Technologies Limited	14266649

14. Stocks

	Group		Company
	2024	2023 as restated	2024	2023 as restated
	£	£	£	£
Stock	10,125,708	10,597,000	10,125,708	10,597,000

An impairment charge of £Nil (2023: £Nil) was recognised in cost of sales against stock during the year due to slow moving and obsolete stock.

15. Debtors

	Group		Company
	2024	2023 as restated	2024	2023 as restated
	£	£	£	£
Due within one year
Trade debtors	4,151,151	4,534,169	4,151,151	4,534,169
Amounts owed by group undertakings	-	-	61,838	-
Other debtors	780,750	266,504	780,750	266,504

	4,931,901	4,800,673	4,993,739	4,800,673

16. Creditors: Amounts Falling Due Within One Year

	Group		Company
	2024	2023 as restated	2024	2023 as restated
	£	£	£	£
Trade creditors	2,798,211	3,524,624	2,798,212	3,524,624
Amounts owed to group undertakings	-	-	100,380	-
Other creditors	1,725,527	555,831	1,525,527	555,831
Corporation tax	21,079	789,035	466	789,035
Taxation and social security	153,073	517,871	336,343	517,871
Accruals and deferred income	558,806	571,709	557,606	571,709

	5,256,696	5,959,070	5,318,534	5,959,070

17. Deferred Taxation

The provision for deferred tax is made up as follows:

	Group		Company
	2024	2023 as restated	2024	2023 as restated
	£	£	£	£
Accelerated capital allowances	101,727	110,492	101,727	110,492

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Highlight Horticulture Limited

Notes to the Financial Statements (continued)

For The Year Ended 30 September 2024

18. Provisions for Liabilities

Group
	Deferred Tax	Total
	£	£
As at 1 October 2023	110,492	110,492
Reversal of temporary timing differences	(8,765 )	(8,765 )

Balance at 30 September 2024	101,727	101,727

19. Share Capital

	2024	2023 as restated
Allotted, called up and fully paid	£	£
100 Ordinary Shares of £ 1.00 each	100	100

20. Pension Commitments

The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund.

During the year the charge to the profit and loss account in respect of defined contribution schemes was £26,845 (2023: £23,408).

At the balance sheet date contributions of £2,740 (2023: £2,076) were due to the fund and are included in creditors.

21. Dividends

	2024	2023 as restated
	£	£
On equity shares:
Interim dividend paid	3,343,243	1,000,000
Final dividend paid	1,000,000	-

	4,343,243	1,000,000

22. Related Party Disclosures

The group has taken advantage of exemption, under 33.1A of the Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", not to disclose transactions with wholly owned subsidiaries within the group.

23. Controlling Parties

The company has no controlling party

24. Prior year adjustment

During the year ended 30 September 2024, the director identified a prior period error relating to the fair value measurement of intellectual property acquired in a business combination in December 2022. The asset was previously recognised at £1,000,000, whereas the correct fair value at acquisition was £1,200,000.

The £200,000 gain should have been recognised in profit or loss in the year ended 30 September 2023. This error has been corrected by increasing retained earnings by £200,000 as at 1 October 2023. The comparative figures have been restated accordingly.

The impact of the restatement is as follows:

Increase in intangible assets at 30 September 2023: £200,000
Increase in profit for the year ended 30 September 2023: £200,000
Increase in retained earnings at 30 September 2023: £200,000

Page 25

Director	David Oates

Company Number	07543303

Registered Office	The Willows, Ransom Wood Business Park
	Southwell Road West
	Rainworth, Mansfield
	Nottinghamshire
	NG21 0HJ

Auditors	Nuvo Audit Limited
	First Floor Sterling House
	Outrams Wharf
	Little Eaton
	Derby
	DE21 5EL