REGISTERED NUMBER: 04331554 (England and Wales)

BELL BROTHERS NURSERIES LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

17

DIRECTORS:

B D Bell

Mrs M A Bell

R A Bell

Mr J D Bell

SECRETARY:

Mrs M A Bell

REGISTERED OFFICE:

The Old Vicarage

Church Close

Boston

Lincolnshire

PE21 6NA

REGISTERED NUMBER:

04331554 (England and Wales)

AUDITORS:

Dexter & Sharpe

Chartered Certified Accountants

& Registered Auditors

The Old Vicarage

Church Close

Boston

Lincolnshire

PE21 6NA

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

The principal activity of the group in the year under review was that of nursery men and farming.

REVIEW OF BUSINESS

Turnover increased by 15% compared to prior year reflecting the purchase of Peter Beales Roses in February 2024.

The business environment remains highly competitive with pressure on selling prices influencing the margin achieved.

The company will continue to concentrate on the higher margin products and continue its efficiency plans.

PRINCIPAL RISKS AND UNCERTAINTIES

The Group operates in a challenging economic climate. As such management of the group's business and the execution of the group's strategies are subject to a number of risks:

- Impact of weather on production and supply costs and on customer demand;

- The strength local, national and international competition;

- The risks associated with needing to hold a wide range of stock lines to satisfy customer requirements.

The controllable risks are being addressed by continued focus on stock management processes and production efficiencies.

The group uses various financial instruments including cash, overdraft facilities, loans, HP finance and such items such as trade creditors that arise directly from its operations, the main purpose of which is to ensure liquidity of the group's activities.

The main risks arising from the Group's financial instruments and the management of these risks are summarised below:

- Credit risk. Credit checks and credit limits and follow up of overdue debts;

- Liquidity risks. The group manages its financial risks by ensuring that there is enough liquidity to meet its short and long term requirements, principally through bank loans and overdraft facilities:

- Interest rate risk. The company is exposed to a rise in interest rates. However, management anticipate that its operating result would cover any likely interest increase;

- Currency risks. The company is exposed to the Euro and US $. Forward contracts are taken out from time to time to manage these risks.

KEY PERFORMANCE INDICATORS

We consider the key performance indicators to be measured by turnover, operating profit as a percentage of turnover and operating cash inflow.

ON BEHALF OF THE BOARD:

R A Bell - Director

29 September 2025

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

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

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

B D Bell

Mrs M A Bell

R A Bell

Mr J D Bell

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he 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 group's auditors are aware of that information.

AUDITORS

The auditors, Dexter & Sharpe, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

R A Bell - Director

29 September 2025

Opinion

We have audited the financial statements of Bell Brothers Nurseries Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

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:

We have enquired of those charged with governance around actual and potential litigation and claims.

We have reviewed financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

Enquired of staff engaged in the completion of VAT, tax and compliance work to identify any instances of non compliance with laws and regulations.

Audited the risk of management override of controls including review of journal entries and large or unusual transaction, evaluating the business rationale of any significant transactions outside the course of business.

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.

Mrs Nicola Michelle Lenton FCCA (Senior Statutory Auditor)

for and on behalf of Dexter & Sharpe

Chartered Certified Accountants

& Registered Auditors

The Old Vicarage

Church Close

Boston

Lincolnshire

PE21 6NA

29 September 2025

TURNOVER

11,096,783

9,603,737

Cost of sales

(6,106,105

)

(6,714,699

)

GROSS PROFIT

4,990,678

2,889,038

Distribution costs

(770,338

)

(613,789

)

Administrative expenses

(4,888,334

)

(2,996,224

)

(667,994

)

(720,975

)

Other operating income

589,567

1,164,154

OPERATING (LOSS)/PROFIT

3

(78,427

)

443,179

Interest receivable and similar income

12

2,699

(78,415

)

445,878

Interest payable and similar expenses

4

(384,232

)

(249,396

)

(LOSS)/PROFIT BEFORE TAXATION

(462,647

)

196,482

Tax on (loss)/profit

5

(50,823

)

(105,503

)

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(513,470

)

90,979

(Loss)/profit attributable to:

Owners of the parent

(507,196

)

95,713

Non-controlling interests

(6,274

)

(4,734

)

(513,470

)

90,979

(LOSS)/PROFIT FOR THE YEAR

(513,470

)

90,979

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(513,470

)

90,979

Total comprehensive income attributable to:

Owners of the parent

(507,196

)

95,712

Non-controlling interests

(6,274

)

(4,733

)

(513,470

)

90,979

FIXED ASSETS

Intangible assets

7

466,450

-

Tangible assets

8

3,105,486

2,365,833

Investments

9

3,001

3,001

Investment property

10

300,000

-

3,874,937

2,368,834

CURRENT ASSETS

Stocks

11

3,783,284

2,505,528

Debtors: amounts falling due within one year

12

1,429,106

2,704,953

Cash at bank and in hand

32,363

35,809

5,244,753

5,246,290

CREDITORS

Amounts falling due within one year

13

3,782,289

2,633,461

NET CURRENT ASSETS

1,462,464

2,612,829

TOTAL ASSETS LESS CURRENT LIABILITIES

5,337,401

4,981,663

CREDITORS

Amounts falling due after more than one year

14

(3,189,469

)

(2,365,057

)

PROVISIONS FOR LIABILITIES

18

(150,300

)

(105,503

)

NET ASSETS

1,997,632

2,511,103

CAPITAL AND RESERVES

Called up share capital

19

1,000

1,000

Retained earnings

20

2,002,888

2,510,084

SHAREHOLDERS' FUNDS

2,003,888

2,511,084

NON-CONTROLLING INTERESTS

21

(6,256

)

19

TOTAL EQUITY

1,997,632

2,511,103

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

R A Bell - Director

FIXED ASSETS

Intangible assets

7

466,450

-

Tangible assets

8

2,561,902

1,819,832

Investments

9

3,901

3,901

Investment property

10

300,000

-

3,332,253

1,823,733

CURRENT ASSETS

Stocks

11

3,778,762

2,498,684

Debtors: amounts falling due within one year

12

1,970,171

3,239,715

Cash at bank and in hand

27,859

30,842

5,776,792

5,769,241

CREDITORS

Amounts falling due within one year

13

3,708,651

2,611,062

NET CURRENT ASSETS

2,068,141

3,158,179

TOTAL ASSETS LESS CURRENT LIABILITIES

5,400,394

4,981,912

CREDITORS

Amounts falling due after more than one year

14

(3,189,469

)

(2,365,057

)

PROVISIONS FOR LIABILITIES

18

(150,300

)

(105,503

)

NET ASSETS

2,060,625

2,511,352

CAPITAL AND RESERVES

Called up share capital

19

1,000

1,000

Retained earnings

20

2,059,625

2,510,352

SHAREHOLDERS' FUNDS

2,060,625

2,511,352

Company's (loss)/profit for the financial year

(450,727

)

138,315

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

R A Bell - Director

Called up

share

Retained

Non-controlling

Total

capital

earnings

Total

interests

equity

£

£

£

£

£

Balance at 1 January 2023

1,000

2,414,371

2,415,371

4,752

2,420,123

Changes in equity

Total comprehensive income

-

95,713

95,713

(4,733

)

90,980

Balance at 31 December 2023

1,000

2,510,084

2,511,084

19

2,511,103

Changes in equity

Total comprehensive income

-

(507,196

)

(507,196

)

(6,274

)

(513,470

)

Balance at 31 December 2024

1,000

2,002,888

2,003,888

(6,255

)

1,997,633

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

1,000

2,372,037

2,373,037

Changes in equity

Total comprehensive income

-

138,315

138,315

Balance at 31 December 2023

1,000

2,510,352

2,511,352

Changes in equity

Total comprehensive income

-

(450,727

)

(450,727

)

Balance at 31 December 2024

1,000

2,059,625

2,060,625

Cash flows from operating activities

Cash generated from operations

1

586,147

219,566

Interest paid

(365,521

)

(236,870

)

Interest element of hire purchase payments paid

(18,711

)

(12,526

)

Tax paid

6,038

126,689

Net cash from operating activities

207,953

96,859

Cash flows from investing activities

Purchase of intangible fixed assets

(491,000

)

-

Purchase of tangible fixed assets

(1,044,683

)

(438,463

)

Purchase of investment property

(300,000

)

-

Sale of tangible fixed assets

32,064

53,624

Interest received

12

2,699

Net cash from investing activities

(1,803,607

)

(382,140

)

Cash flows from financing activities

New loans in year

1,600,000

(220,390

)

Loan repayments in year

(537,810

)

408,970

Capital repayments in year

(62,223

)

83,090

Amount introduced by directors

134,470

300,294

Amount withdrawn by directors

(352,204

)

(223,592

)

Net cash from financing activities

782,233

348,372

(Decrease)/increase in cash and cash equivalents

(813,421

)

63,091

Cash and cash equivalents at beginning of year

2

(519,380

)

(582,471

)

Cash and cash equivalents at end of year

2

(1,332,801

)

(519,380

)

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

(Loss)/profit before taxation

(462,647

)

196,482

Depreciation charges

317,591

216,173

Profit on disposal of fixed assets

(20,074

)

(22,972

)

Finance costs

384,232

249,396

Finance income

(12

)

(2,699

)

219,090

636,380

(Increase)/decrease in stocks

(1,277,756

)

585,925

Decrease/(increase) in trade and other debtors

1,416,220

(1,214,957

)

Increase in trade and other creditors

228,593

212,218

Cash generated from operations

586,147

219,566

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 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

32,363

35,809

Bank overdrafts

(1,365,164

)

(555,189

)

(1,332,801

)

(519,380

)

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

35,809

21,741

Bank overdrafts

(555,189

)

(604,212

)

(519,380

)

(582,471

)

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

35,809

(3,446

)

32,363

Bank overdrafts

(555,189

)

(809,975

)

(1,365,164

)

(519,380

)

(813,421

)

(1,332,801

)

Debt

Finance leases

(311,794

)

62,223

(249,571

)

Debts falling due within 1 year

(258,936

)

(185,904

)

(444,840

)

Debts falling due after 1 year

(2,153,889

)

(876,288

)

(3,030,177

)

(2,724,619

)

(999,969

)

(3,724,588

)

Total

(3,243,999

)

(1,813,390

)

(5,057,389

)