REGISTERED NUMBER: 14207074 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

PLANTERS BROOKFIELDS HOLDINGS LTD

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

17

DIRECTORS:

G G Ingram

Mrs C Ingram

REGISTERED OFFICE:

Woodlands Farm

Freasley

Tamworth

Staffordshire

B78 2EY

REGISTERED NUMBER:

14207074 (England and Wales)

AUDITORS:

Philip Barnes & Co Limited

Chartered Accountants

Statutory Auditors

The Old Council Chambers

Halford Street

Tamworth

Staffordshire

B79 7RB

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

REVIEW OF BUSINESS

The group's main business is that of a garden centre operating under the Planters brand.

Our aim is to provide a destination location for our customers with our garden centre not only having a wide range of

garden goods but also leisure activities.

We continually review product lines to ensure that we meet these objectives and the demands of our customers.

We consider that our key financial performance indicators are those that communicate the financial performance and strength of the company as a whole, these being turnover and gross and net profits.

2024

2023

£

£

Turnover

5.192,890

3,311,466

Gross Profit

2,419,725

1,619,982

Net Profit

158,090

137.963

An analysis of turnover is shown in note 3 and show a significant increase however the 2023 only included the period from the subsidiary acquisition on 6 April 2023. Sales have shown good growth with a greater growth being achieved in catering, and there has been a good increase in net profit.

The company continues to invest in improving its facilities. It has a sound asset base and we believe that it is well placed to continue the growth and development of the business.

PRINCIPAL RISKS AND UNCERTAINTIES

We operate on a prudent, economic and risk averse basis as regards our trading relationships with our customers,

suppliers and funders. There are external events that occur outside our control including the weather and the general economic climate, however we closely monitor these to mitigate their effect on the business.

ON BEHALF OF THE BOARD:

G G Ingram - 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.

G G Ingram

Mrs C Ingram

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, Philip Barnes & Co Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

G G Ingram - Director

29 September 2025

Opinion

We have audited the financial statements of Planters Brookfields Holdings Ltd (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 profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

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:

Non-compliance with laws and regulations, our procedures included the following:

- considering the nature of the industry and sector, control environment and business performance

- enquiring of management, including obtaining and reviewing supporting documentation, concerning the company's policies and procedures relating to:

- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

- the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations;

- obtaining an understanding of the legal and regulatory frameworks that the company operates in, focusing on those laws and regulations that had a direct effect on the financial statements. The key laws and regulations we considered included the relevant provisions of the UK Companies Act, Financial Reporting Standards and accounting policies. In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate such as Food Standards Agency regulations.

Based upon this understanding we designed our audit procedures to identify non-compliance with such laws and regulations including:

- review of the financial statement disclosures to assess compliance with relevant laws and regulations having a direct impact on the financial statements

- enquiries of management concerning actual and potential ligation and claims

- testing journals and other adjustments; assessing judgements made in making accounting estimates and evaluating the business rationale of any significant unusual or unexpected transactions

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

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.

Christopher Humphreys (Senior Statutory Auditor)

for and on behalf of Philip Barnes & Co Limited

Chartered Accountants

Statutory Auditors

The Old Council Chambers

Halford Street

Tamworth

Staffordshire

B79 7RB

29 September 2025

TURNOVER

3

5,192,890

3,311,466

Cost of sales

2,773,165

1,691,484

GROSS PROFIT

2,419,725

1,619,982

Distribution costs

1,155,782

651,663

Administrative expenses

789,926

654,574

1,945,708

1,306,237

474,017

313,745

Other operating income

71,770

56,049

OPERATING PROFIT

5

545,787

369,794

Interest receivable and similar income

2,050

4,018

547,837

373,812

Interest payable and similar expenses

6

389,747

311,177

PROFIT BEFORE TAXATION

158,090

62,635

Tax on profit

7

40,302

620

PROFIT FOR THE FINANCIAL YEAR

117,788

62,015

Profit attributable to:

Owners of the parent

117,788

62,015

PROFIT FOR THE YEAR

117,788

62,015

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

117,788

62,015

Total comprehensive income attributable to:

Owners of the parent

117,788

62,015

FIXED ASSETS

Intangible assets

10

(475,897

)

(613,828

)

Tangible assets

11

6,945,301

6,691,579

Investments

12

-

-

6,469,404

6,077,751

CURRENT ASSETS

Stocks

13

1,022,080

768,803

Debtors

14

41,479

51,442

Cash at bank and in hand

200,502

362,101

1,264,061

1,182,346

CREDITORS

Amounts falling due within one year

15

1,142,608

1,275,515

NET CURRENT ASSETS/(LIABILITIES)

121,453

(93,169

)

TOTAL ASSETS LESS CURRENT LIABILITIES

6,590,857

5,984,582

CREDITORS

Amounts falling due after more than one year

16

(5,772,054

)

(5,321,567

)

PROVISIONS FOR LIABILITIES

19

(638,000

)

(600,000

)

NET ASSETS

180,803

63,015

CAPITAL AND RESERVES

Called up share capital

20

1,000

1,000

Retained earnings

21

179,803

62,015

SHAREHOLDERS' FUNDS

180,803

63,015

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:

G G Ingram - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

6,131,673

6,075,221

6,131,673

6,075,221

CURRENT ASSETS

Cash at bank

45,587

-

CREDITORS

Amounts falling due within one year

15

400,917

750,381

NET CURRENT LIABILITIES

(355,330

)

(750,381

)

TOTAL ASSETS LESS CURRENT LIABILITIES

5,776,343

5,324,840

CREDITORS

Amounts falling due after more than one year

16

5,772,054

5,321,567

NET ASSETS

4,289

3,273

CAPITAL AND RESERVES

Called up share capital

20

1,000

1,000

Retained earnings

21

3,289

2,273

SHAREHOLDERS' FUNDS

4,289

3,273

Company's profit for the financial year

1,016

2,273

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:

G G Ingram - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

1,000

-

1,000

Total comprehensive income

-

62,015

62,015

Balance at 31 December 2023

1,000

62,015

63,015

Changes in equity

Total comprehensive income

-

117,788

117,788

Balance at 31 December 2024

1,000

179,803

180,803

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

1,000

-

1,000

Total comprehensive income

-

2,273

2,273

Balance at 31 December 2023

1,000

2,273

3,273

Changes in equity

Total comprehensive income

-

1,016

1,016

Balance at 31 December 2024

1,000

3,289

4,289

Cash flows from operating activities

Cash generated from operations

1

282,797

789,666

Interest paid

(389,747

)

(311,177

)

Tax paid

(31,626

)

-

Net cash from operating activities

(138,576

)

478,489

Cash flows from investing activities

Purchase of intangible fixed assets

(56,453

)

-

Purchase of tangible fixed assets

(373,464

)

(6,794,942

)

Interest received

2,050

4,018

Negative goodwill

-

1,163,059

Net cash from investing activities

(427,867

)

(5,627,865

)

Cash flows from financing activities

New loans in year

544,354

5,600,000

Loan repayments in year

(139,510

)

(89,523

)

Share issue

-

1,000

Net cash from financing activities

404,844

5,511,477

(Decrease)/increase in cash and cash equivalents

(161,599

)

362,101

Cash and cash equivalents at beginning of year

2

362,101

-

Cash and cash equivalents at end of year

2

200,502

362,101

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

Period

30.6.22

Year Ended

to

31.12.24

31.12.23

as restated

£

£

Profit before taxation

158,090

62,635

Depreciation charges

46,870

(34,132

)

(Profit)/loss on disposal of fixed assets

(8,607

)

38,263

Finance costs

389,747

311,177

Finance income

(2,050

)

(4,018

)

584,050

373,925

Increase in stocks

(253,277

)

(162,060

)

Decrease in trade and other debtors

25,525

31,936

(Decrease)/increase in trade and other creditors

(73,501

)

545,865

Cash generated from operations

282,797

789,666

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

200,502

362,101

Period ended 31 December 2023

31.12.23

30.6.22

as restated

£

£

Cash and cash equivalents

362,101

-

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

362,101

(161,599

)

200,502

362,101

(161,599

)

200,502

Debt

Debts falling due within 1 year

(188,910

)

45,642

(143,268

)

Debts falling due after 1 year

(5,321,567

)

(450,487

)

(5,772,054

)

(5,510,477

)

(404,845

)

(5,915,322

)

Total

(5,148,376

)

(566,444

)

(5,714,820

)

1.	STATUTORY INFORMATION

Planters Brookfields Holdings Ltd 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 General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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. The financial statements have been prepared under the historical cost convention.

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

Basis of consolidation

The Group financial statements include the results of the parent undertaking and its subsidiary undertaking.

Negative goodwill arising on consolidation, being the difference between the purchase consideration paid for the business and the fair value of the net assets acquired, is shown on the balance sheet. .

Negative goodwill is recognised in the profit and loss account in the periods in which the non-monetary assets are recovered, whether through depreciation or sale.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Negative goodwill

Negative goodwill is being amortised evenly over it's estimated useful life of 5 years.

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.

Freehold property

-

straight line 25 years

Fixtures and fittings

-

33% on cost

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

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

3.

TURNOVER

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

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

Period

30.6.22

Year Ended

to

31.12.24

31.12.23

as restated

£

£

Retail

3,754,055

2,544,807

Catering

1,396,967

766,659

Leisure

41,868

-

5,192,890

3,311,466

4.

EMPLOYEES

Period

30.6.22

Year Ended

to

31.12.24

31.12.23

as restated

£

£

Wages and salaries

1,229,152

777,413

Social security costs

55,739

22,041

Other pension costs

20,827

27,047

1,305,718

826,501

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

Period

30.6.22

Year Ended

to

31.12.24

31.12.23

as restated

Administrative and management

5

4

Retail staff

81

70

86

74

The average number of employees by undertakings that were proportionately consolidated during the year was 86 (2023 - 74 ) .

Period

30.6.22

Year Ended

to

31.12.24

31.12.23

as restated

£

£

Directors' remuneration

-

-

5.	OPERATING PROFIT

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

Period

30.6.22

Year Ended

to

31.12.24

31.12.23

as restated

£

£

Hire of plant and machinery

35,358

5,820

Depreciation - owned assets

128,349

65,099

(Profit)/loss on disposal of fixed assets

(8,607

)

38,263

Auditors' remuneration

6,500

5,500

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

30.6.22

Year Ended

to

31.12.24

31.12.23

as restated

£

£

Bank loan interest

389,747

311,177