Hydrogarden Limited - Limited company accounts 25.1

REGISTERED NUMBER: 03104989 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

HYDROGARDEN LIMITED

HB&O Ltd

Chartered Accountants and Statutory Auditor

Highdown House

11 Highdown Road

Leamington Spa

Warwickshire

CV31 1XT

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:

I K Reynolds

B P Geaney

S M Green

T S Ellis

REGISTERED OFFICE:

Unit 19 Lifford Way

Binley Industrial Estate

Coventry

CV3 2RN

REGISTERED NUMBER:

03104989 (England and Wales)

SENIOR STATUTORY AUDITOR:

Gregg Olner MPhil BA(Hons) FCA

AUDITORS:

HB&O Ltd

Chartered Accountants and Statutory Auditor

Highdown House

11 Highdown Road

Leamington Spa

Warwickshire

CV31 1XT

BANKERS:

Barclays Bank

Leicester Servicing Centre

Leicester

Leicestershire

LE87 2BB

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

As in previous years, the company has continued to develop in its principal activity namely the wholesale distribution of hydroponic products and services to retailers in the UK and chosen international markets. One of the group's unique selling points continues to be its ability to supply a "one stop shop" for its goods and services whilst providing customer service levels which it believes to be unrivalled in its sector.

REVIEW OF BUSINESS

Revenue for the group decreased in 2024 versus the previous year, this was due mainly to the depressed sales following some disruption to the group's German operations..

As a result of this, the loss before taxation in 2024 increased to £683,418 (2023 - £224,908).

Financial Key performance indicators (KPI's)

The business is managed by reference to the universally accepted KPI's including Sales, Gross Margin and Pre-Tax Profit\(Loss), and compared to budget and updated quarterly forecasts. Budgets are established in a robust and rigorous manner and represent a key overview of potential outcomes for the financial year and forecasts are updated regularly (typically quarterly), to ensure the outlook is refreshed continuously.

PRINCIPAL RISKS AND UNCERTAINTIES

Foreign currency fluctuations represent a risk and are monitored closely and managed by considered foreign exchange rate management. As in previous years, prudent internal foreign exchange rate management has resulted in exchange rate fluctuations not significantly affecting our financial performance. Other uncertainties relate to competitor activity and the business continues to attempt to differentiate itself from its competitors by offering excellent product quality, innovation and customer service levels, whilst remaining price competitive.

ON BEHALF OF THE BOARD:

B P Geaney - Director

23 December 2025

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

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of the manufacture and wholesale distribution of hydroponic products.

DIVIDENDS

During the year interim dividends amounting to £312,816 (2023 - £282,030) were voted.

FUTURE DEVELOPMENTS

The group's strategy is to continue to secure its primary position as the UK's leading wholesaler of Hydroponic products by further brand management, excellent product integrity, unrivalled customer service and continued review of its sourcing of products. Best in class product innovation will continue to underpin the product offering whilst also building on its presence in its chosen overseas markets.

In addition, the group will continue to extend its global reach and further enhance its operations by continuing to consolidate its subsidiaries to build on the cohesiveness of the group and to ensure that best practice is consistent across the group. We will continue to take strategic and opportunistic steps to take advantage of specific global market opportunities and build long term supplier and customer relationships.

DIRECTORS

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

I K Reynolds

B P Geaney

S M Green

The following directors have resigned since the previous financial statements were published.

S E Cook - 3 December 2024

T S Ellis - 7 August 2025

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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:

B P Geaney - Director

23 December 2025

Opinion

We have audited the financial statements of Hydrogarden 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:

The audit process includes an assessment of the group's risk environment, through enquiry of and discussion with management, including an assessment of any key laws and regulations with which the group must comply in the ordinary course of its business.

Additionally, the overall risks of irregular transactions occurring are assessed following our observations and confirmation of the design and implementation of management's controls. Whilst we are mindful of these risks, our audit focus is geared towards the risk of material misstatement in the financial statements as a whole.

As such, our procedures cannot guarantee that all transactions have been fully compliant with all relevant laws and regulations, including those regulations relating to fraud, as our procedures are not designed to detect all instances of non-compliance. By definition, the risk of our detection of non-compliance is greater where compliance with a law or regulation is removed from the events and transactions reflected in the financial statements. The risk is also greater regarding irregularities due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Gregg Olner MPhil BA(Hons) FCA (Senior Statutory Auditor)

for and on behalf of HB&O Ltd

Chartered Accountants and Statutory Auditor

Highdown House

11 Highdown Road

Leamington Spa

Warwickshire

CV31 1XT

23 December 2025

TURNOVER

3

33,952,605

35,396,611

Cost of sales

25,661,848

26,981,574

GROSS PROFIT

8,290,757

8,415,037

Administrative expenses

11,017,811

8,829,273

(2,727,054

)

(414,236

)

Other operating income

2,122,246

300,551

OPERATING LOSS

5

(604,808

)

(113,685

)

Interest payable and similar expenses

6

78,610

111,223

LOSS BEFORE TAXATION

(683,418

)

(224,908

)

Tax on loss

7

(19,340

)

(166,484

)

LOSS FOR THE FINANCIAL YEAR

(664,078

)

(58,424

)

Loss attributable to:

Owners of the parent

(684,639

)

(68,170

)

Non-controlling interests

20,561

9,746

(664,078

)

(58,424

)

LOSS FOR THE YEAR

(664,078

)

(58,424

)

OTHER COMPREHENSIVE INCOME

Currency translation differences

112,237

(28,810

)

Income tax relating to other comprehensive
income

-

OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

112,237

(28,810

)

TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(551,841

)

(87,234

)

Total comprehensive income attributable to:

Owners of the parent

(572,402

)

(96,980

)

Non-controlling interests

20,561

9,746

(551,841

)

(87,234

)

FIXED ASSETS

Intangible assets

10

304,013

371,667

Tangible assets

11

140,847

395,965

Investments

12

-

444,860

767,632

CURRENT ASSETS

Stocks

13

8,100,507

7,822,879

Debtors

14

4,356,688

4,295,359

Cash at bank and in hand

287,563

1,000,185

12,744,758

13,118,423

CREDITORS

Amounts falling due within one year

15

7,763,365

7,097,158

NET CURRENT ASSETS

4,981,393

6,021,265

TOTAL ASSETS LESS CURRENT
LIABILITIES

5,426,253

6,788,897

CREDITORS

Amounts falling due after more than one
year

16

(337,185

)

(825,685

)

PROVISIONS FOR LIABILITIES

20

(60,726

)

(70,213

)

NET ASSETS

5,028,342

5,892,999

CAPITAL AND RESERVES

Called up share capital

21

43,226

Share premium

22

134,412

Revaluation reserve

22

96,466

118,966

Capital redemption reserve

22

27,004

Retained earnings

22

4,967,563

5,830,281

SHAREHOLDERS' FUNDS

5,268,671

6,153,889

NON-CONTROLLING INTERESTS

23

(240,329

)

(260,890

)

TOTAL EQUITY

5,028,342

5,892,999

The financial statements were approved by the Board of Directors and authorised for issue on 23 December 2025 and were signed on its behalf by:

B P Geaney - Director

FIXED ASSETS

Intangible assets

10

114,650

144,650

Tangible assets

11

71,931

310,314

Investments

12

239,130

425,711

694,094

CURRENT ASSETS

Stocks

13

5,447,366

5,340,863

Debtors

14

6,881,343

8,236,098

Cash at bank and in hand

170,647

389,283

12,499,356

13,966,244

CREDITORS

Amounts falling due within one year

15

5,936,738

5,832,064

NET CURRENT ASSETS

6,562,618

8,134,180

TOTAL ASSETS LESS CURRENT
LIABILITIES

6,988,329

8,828,274

CREDITORS

Amounts falling due after more than one
year

16

(337,185

)

(825,685

)

PROVISIONS FOR LIABILITIES

20

(63,143

)

(94,785

)

NET ASSETS

6,588,001

7,907,804

CAPITAL AND RESERVES

Called up share capital

21

43,226

Share premium

22

134,412

Revaluation reserve

22

96,466

118,966

Capital redemption reserve

22

27,004

Retained earnings

22

6,286,893

7,584,196

SHAREHOLDERS' FUNDS

6,588,001

7,907,804

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

(1,006,987

)

272,080

The financial statements were approved by the Board of Directors and authorised for issue on 23 December 2025 and were signed on its behalf by:

B P Geaney - Director

Called up

share

Retained

Share

Revaluation

capital

earnings

premium

reserve

£

Balance at 1 January 2023

43,226

6,186,791

134,412

141,466

Changes in equity

Dividends

-

(282,030

)

-

Total comprehensive income

-

(74,480

)

-

(22,500

)

Balance at 31 December 2023

43,226

5,830,281

134,412

118,966

Changes in equity

Dividends

-

(312,816

)

-

Total comprehensive income

-

(549,902

)

-

(22,500

)

Balance at 31 December 2024

43,226

4,967,563

134,412

96,466

Capital

redemption

Non-controlling

Total

reserve

Total

interests

equity

£

Balance at 1 January 2023

27,004

6,532,899

(270,636

)

6,262,263

Changes in equity

Dividends

-

(282,030

)

-

(282,030

)

Total comprehensive income

-

(96,980

)

9,746

(87,234

)

Balance at 31 December 2023

27,004

6,153,889

(260,890

)

5,892,999

Changes in equity

Dividends

-

(312,816

)

-

(312,816

)

Total comprehensive income

-

(572,402

)

20,561

(551,841

)

Balance at 31 December 2024

27,004

5,268,671

(240,329

)

5,028,342

Called up

share

Retained

Share

capital

earnings

premium

£

Balance at 1 January 2023

43,226

7,571,646

134,412

Changes in equity

Dividends

-

(282,030

)

-

Total comprehensive income

-

294,580

-

Balance at 31 December 2023

43,226

7,584,196

134,412

Changes in equity

Dividends

-

(312,816

)

-

Total comprehensive income

-

(984,487

)

-

Balance at 31 December 2024

43,226

6,286,893

134,412

Capital

Revaluation

redemption

Total

reserve

equity

£

Balance at 1 January 2023

141,466

27,004

7,917,754

Changes in equity

Dividends

-

(282,030

)

Total comprehensive income

(22,500

)

-

272,080

Balance at 31 December 2023

118,966

27,004

7,907,804

Changes in equity

Dividends

-

(312,816

)

Total comprehensive income

(22,500

)

-

(1,006,987

)

Balance at 31 December 2024

96,466

27,004

6,588,001

Cash flows from operating activities

Cash generated from operations

1

233,304

1,095,416

Interest paid

(78,610

)

(111,223

)

Tax paid

(2,862

)

(8,744

)

Net cash from operating activities

151,832

975,449

Cash flows from investing activities

Purchase of tangible fixed assets

(53,606

)

(290,124

)

Goodwill on consolidation

-

(11,318

)

Forex on consolidation

112,237

(28,810

)

Net cash from investing activities

58,631

(330,252

)

Cash flows from financing activities

Loan repayments in year

(469,731

)

(1,164,275

)

Capital repayments in year

(13,608

)

(27,586

)

Amount introduced by directors

22,542

48,600

Transactions with directors

14,347

(12,283

)

Equity dividends paid

(312,816

)

(282,030

)

Net cash from financing activities

(759,266

)

(1,437,574

)

Decrease in cash and cash equivalents

(548,803

)

(792,377

)

Cash and cash equivalents at beginning of
year

2

212,269

1,004,646

Cash and cash equivalents at end of year

2

(336,534

)

212,269

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

2024

2023

£

Loss before taxation

(683,418

)

(224,908

)

Depreciation charges

163,668

191,117

Loss on disposal of fixed assets

215,466

2,197

Finance costs

78,610

111,223

(225,674

)

79,629

(Increase)/decrease in stocks

(277,627

)

1,029,378

Increase in trade and other debtors

(58,301

)

(537,184

)

Increase in trade and other creditors

794,906

523,593

Cash generated from operations

233,304

1,095,416

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

287,563

1,000,185

Bank overdrafts

(624,097

)

(787,916

)

(336,534

)

212,269

Year ended 31 December 2023

31.12.23

1.1.23

£

Cash and cash equivalents

1,000,185

1,692,129

Bank overdrafts

(787,916

)

(687,483

)

212,269

1,004,646

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

1,000,185

(712,622

)

287,563

Bank overdrafts

(787,916

)

163,819

(624,097

)

212,269

(548,803

)

(336,534

)

Debt

Finance leases

(17,562

)

13,608

(3,954

)

Debts falling due within 1 year

(465,165

)

(14,815

)

(479,980

)

Debts falling due after 1 year

(821,731

)

484,546

(337,185

)

(1,304,458

)

483,339

(821,119

)

Total

(1,092,189

)

(65,464

)

(1,157,653

)

1.	STATUTORY INFORMATION

Hydrogarden Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the 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 accounts have been prepared in accordance with applicable accounting standards. The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year.

The presentation and functional currency of the group is Pounds Sterling.

Basis of consolidation

The consolidated financial statements incorporate those of Hydrogarden Limited and of its subsidiary undertakings, Grow In AG, Grow Tech GmbH, Hydrogarden South Africa Pty Ltd and Grow Guru Online (Pty) Ltd. All financial statements are made up to 31 December 2024. All transactions and balances between group companies are eliminated on consolidation.

Critical accounting judgements and key sources of estimation uncertainty

The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

Accounting estimates:

i) Depreciation & amortisation

The group has invested in a significant asset base including both intangible and tangible assets. When setting and calculating the estimates of depreciation and amortisation, management consider a number of factors, including: industry standards for the asset concerned; market and residual values of the asset; the performance of the item and its contribution to production and ultimately the profitability of the company; and an estimate of the continued applicability of its future estimated useful economic life by considering both the future levels of repair with reference to past actual expenditure and the relevance of its continued productivity to the group's future business plans.

Turnover

Turnover comprises the value of sales (net of value added tax) of goods and services provided in the normal course of business. Revenue is recognised in respect of service contracts when the company obtains the right to consideration.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2020, is being amortised evenly over its estimated useful life of ten 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.

Patents and licences are being amortised evenly over their estimated useful life of ten years.

Development costs are being amortised evenly over their estimated useful life of five years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Plant and machinery

-

25% on cost and 20% on cost

Fixtures, fittings and equipment

-

25% on cost

Motor vehicles

-

25% on cost

Computer equipment

-

33% on cost and 20% on cost

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

Stocks

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

Financial instruments

Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment.

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the income statement.

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.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

Foreign currencies

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

Exchange gains on consolidation totalling £112,237 (2023 losses on consolidation - £28,810) have been classified within equity.

Hire purchase and leasing commitments

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

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

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

Pension costs and other post-retirement benefits

The 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.

Government grants

Grants towards revenue expenditure are released to the profit and loss account as the related expenditure is incurred. Grants of a capital nature are attributed to the relevant capital item to which the grant is in respect of and amortised over the remaining useful life of the asset concerned.

Warranty provision

A provision is made for the estimated liability on all products still under warranty.

3.

TURNOVER

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

An analysis of turnover by geographical market is given below:

2024

2023

£

United Kingdom

23,052,048

25,658,116

Europe

10,055,239

8,927,091

Rest of the World

845,318

811,404

33,952,605

35,396,611

4.	EMPLOYEES AND DIRECTORS

2024

2023

£

Wages and salaries

3,878,768

3,802,912

Social security costs

534,444

527,488

Other pension costs

108,384

87,195

4,521,596

4,417,595

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

2024

2023

Sales and marketing

25

21

Operational

77

64

Administration

12

10

114

95

2024

2023

£

Directors' remuneration

115,273

140,017

Directors' pension contributions to money purchase schemes

23,210

31,693

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

Money purchase schemes

3

5.	OPERATING LOSS

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

2024

2023

£

Hire of plant and machinery

58,608

48,384

Depreciation - owned assets

91,533

104,010

Depreciation - assets on hire purchase contracts

4,485

17,829

Loss on disposal of fixed assets

215,466

2,197

Goodwill amortisation

37,291

37,776

Patents and licences amortisation

30,363

31,502

Auditors' remuneration

31,815

24,390

Operating lease rentals - property

1,076,731

1,178,563

Operating lease rentals - other items

58,608

48,384

Difference on foreign exchanges

(230,530

)

18,748

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

Other interest

46,593

37,034

Loan interest

32,017

74,189

78,610

111,223

7.

TAXATION

Analysis of the tax credit

The tax credit on the loss for the year was as follows:

2024

2023

£

Current tax:

UK corporation tax

2,814

6,463

Deferred tax

(22,154

)

(172,947

)

Tax on loss

(19,340

)

(166,484

)

UK corporation tax has been charged at 25 % (2023 - 23.50 %).

Reconciliation of total tax credit included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

Loss before tax

(683,418

)

(224,908

)

Loss multiplied by the standard rate of corporation tax in the UK of 25 %
(2023 - 25 %)

(170,855

)

(56,227

)

Effects of:

Expenses not deductible for tax purposes

4,084

6,274

Depreciation in excess of capital allowances

14,756

18,236

Utilisation of tax losses

128,299

(130,571

)

Amounts subject to tax overseas

4,376

(4,196

)

Total tax credit

(19,340

)

(166,484

)

Tax effects relating to effects of other comprehensive income

2024

Gross

Tax

Net

£

Currency translation differences

112,237

-

112,237

2023

Gross

Tax

Net

£

Currency translation differences

(28,810

)

-

(28,810

)

During the year the main UK corporation tax rate remained at 25%.

The group is liable to tax on the subsidiary companies' profits in both Germany and South Africa. Both Grow In AG and GrowTech GmbH are liable to corporate taxes levied at 30% in Berlin. Hydrogarden South Africa Pty Ltd and Grow Guru Online (Pty) Ltd are taxed at the prevailing rate of 27.25% in South Africa.

8.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

9.

DIVIDENDS

2024

2023

£

Ordinary A shares of £1 each

Interim

33,000

14,000

Ordinary B shares of £1 each

Interim

112,474

120,680

Ordinary C shares of £1 each

Interim

167,342

147,350

312,816

282,030

10.	INTANGIBLE FIXED ASSETS

Group

Patents

and

Development

Goodwill

licences

costs

Totals

£

COST

At 1 January 2024

and 31 December 2024

372,906

407,178

95,631

875,715

AMORTISATION

At 1 January 2024

146,252

262,165

95,631

504,048

Amortisation for year

37,291

30,363

-

67,654

At 31 December 2024

183,543

292,528

95,631

571,702

NET BOOK VALUE

At 31 December 2024

189,363

114,650

-

304,013

At 31 December 2023

226,654

145,013

-

371,667

Company

Patents

and

licences

£

COST OR VALUATION

At 1 January 2024

and 31 December 2024

398,348

AMORTISATION

At 1 January 2024

253,698

Amortisation for year

30,000

At 31 December 2024

283,698

NET BOOK VALUE

At 31 December 2024

114,650

At 31 December 2023

144,650

Cost or valuation at 31 December 2024 is represented by:

Patents

and

licences

£

Valuation in 2018

294,650

Cost

103,698

398,348

11.	TANGIBLE FIXED ASSETS

Group

Fixtures,

fittings

Short

Plant and

and

leasehold

machinery

equipment

£

COST

At 1 January 2024

2,715

1,218,238

113,570

Additions

421

5,180

5,405

Disposals

-

(36,032

)

-

At 31 December 2024

3,136

1,187,386

118,975

DEPRECIATION

At 1 January 2024

891

1,083,352

98,179

Charge for year

1,558

57,582

4,512

Eliminated on disposal

-

(36,032

)

-

At 31 December 2024

2,449

1,104,902

102,691

NET BOOK VALUE

At 31 December 2024

687

82,484

16,284

At 31 December 2023

1,824

134,886

15,391

Motor

Computer

vehicles

equipment

Totals

£

COST

At 1 January 2024

10,590

1,044,410

2,389,523

Additions

10,766

31,833

53,605

Disposals

-

(237,884

)

(273,916

)

At 31 December 2024

21,356

838,359

2,169,212

DEPRECIATION

At 1 January 2024

10,590

800,546

1,993,558

Charge for year

823

31,543

96,018

Eliminated on disposal

-

(25,179

)

(61,211

)

At 31 December 2024

11,413

806,910

2,028,365

NET BOOK VALUE

At 31 December 2024

9,943

31,449

140,847

At 31 December 2023

-

243,864

395,965

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:

Plant and

Computer

machinery

equipment

Totals

£

COST

At 1 January 2024

70,973

17,510

88,483

Disposals

(36,032

)

-

(36,032

)

Transfer to ownership

(34,941

)

(17,510

)

(52,451

)

At 31 December 2024

-

DEPRECIATION

At 1 January 2024

69,893

14,105

83,998

Charge for year

1,080

3,405

4,485

Eliminated on disposal

(36,032

)

-

(36,032

)

Transfer to ownership

(34,941

)

(17,510

)

(52,451

)

At 31 December 2024

-

NET BOOK VALUE

At 31 December 2024

-

At 31 December 2023

1,080

3,405

4,485

Company

Fixtures,

fittings

Plant and

and

Motor

Computer

machinery

equipment

vehicles

equipment

Totals

£

COST

At 1 January 2024

1,009,297

97,470

10,590

1,038,164

2,155,521

Additions

2,375

2,589

-

30,217

35,181

Disposals

(36,032

)

-

(237,884

)

(273,916

)

At 31 December 2024

975,640

100,059

10,590

830,497

1,916,786

DEPRECIATION

At 1 January 2024

943,454

93,062

10,590

798,101

1,845,207

Charge for year

30,311

1,186

-

29,362

60,859

Eliminated on disposal

(36,032

)

-

(25,179

)

(61,211

)

At 31 December 2024

937,733

94,248

10,590

802,284

1,844,855

NET BOOK VALUE

At 31 December 2024

37,907

5,811

-

28,213

71,931

At 31 December 2023

65,843

4,408

-

240,063

310,314

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:

Plant and

Computer

machinery

equipment

Totals

£

COST

At 1 January 2024

70,973

17,510

88,483

Disposals

(36,032

)

-

(36,032

)

Transfer to ownership

(34,941

)

(17,510

)

(52,451

)

At 31 December 2024

-

DEPRECIATION

At 1 January 2024

69,893

14,105

83,998

Charge for year

1,080

3,405

4,485

Eliminated on disposal

(36,032

)

-

(36,032

)

Transfer to ownership

(34,941

)

(17,510

)

(52,451

)

At 31 December 2024

-

NET BOOK VALUE

At 31 December 2024

-

At 31 December 2023

1,080

3,405

4,485

12.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

239,130

NET BOOK VALUE

At 31 December 2024

239,130

At 31 December 2023

239,130

13.

STOCKS

Group

Company

2024

2023

2024

2023

£

Finished goods

8,100,507

7,822,879

5,447,366

5,340,863

14.

DEBTORS

Group

Company

2024

2023

2024

2023

£

Amounts falling due within one year:

Trade debtors

2,209,555

1,991,141

1,939,074

1,831,709

Amounts owed by group undertakings

-

624,725

911,112

Other debtors

631,488

576,251

99,280

314,932

Directors' current accounts

3,416

22,542

3,416

22,542

Deferred tax asset

998,054

975,900

-

Prepayments

514,175

729,525

137,296

679,437

4,356,688

4,295,359

2,803,791

3,759,732

Amounts falling due after more than one

year:

Amounts owed by group undertakings

-

4,077,552

4,476,366

Aggregate amounts

4,356,688

4,295,359

6,881,343

8,236,098

Deferred tax asset

Group

Company

2024

2023

2024

2023

£

Accelerated capital allowances

82,142

67,488

-

Revaluation of fixed assets

(18,184

)

(25,684

)

-

Tax losses

934,096

-

998,054

975,900

-

An impairment loss of £93,572 (2023 - £48,544) was recognised against trade debtors.

15.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2024

2023

2024

2023

£

Bank loans and overdrafts (see note 17)

1,104,077

1,253,081

1,202,022

1,253,227

Hire purchase contracts (see note 18)

3,954

13,608

3,954

13,608

Payments on account

84,385

11,602

84,385

11,602

Trade creditors

4,912,194

3,937,618

3,348,079

3,093,022

Amounts owed to participating interests

-

3,022

-

Tax

-

48

-

48

Social security and other taxes

44,365

53,918

43,579

59,675

VAT

72,716

316,609

231,898

324,836

Other creditors

647,349

933,073

324,622

629,932

Factoring control account

3,216

3,086

-

Directors' current accounts

74,272

56,509

74,272

56,509

Accrued expenses

816,837

514,984

623,927

389,605

7,763,365

7,097,158

5,936,738

5,832,064

16.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group

Company

2024

2023

2024

2023

£

Bank loans (see note 17)

337,185

821,731

337,185

821,731

Hire purchase contracts (see note 18)

-

3,954

-

3,954

337,185

825,685

337,185

825,685

17.

LOANS

An analysis of the maturity of loans is given below:

Group

Company

2024

2023

2024

2023

£

Amounts falling due within one year or on

demand:

Bank overdrafts

624,097

787,916

722,042

788,062

Bank loans - less than 1 year

479,980

465,165

479,980

465,165

1,104,077

1,253,081

1,202,022

1,253,227

Amounts falling due between one and two

years:

Bank loans - 1-2 years

337,185

475,414

337,185

475,414

Amounts falling due between two and five

years:

Bank loans - 2-5 years

-

346,317

-

346,317

The bank loan attracts interest of 1.03% p.a. and is due to be repaid during 2026.

18.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group

Hire purchase

contracts

2024

2023

£

Net obligations repayable:

Within one year

3,954

13,608

Between one and five years

-

3,954

17,562

Company

Hire purchase

contracts

2024

2023

£

Net obligations repayable:

Within one year

3,954

13,608

Between one and five years

-

3,954

17,562

Group

Non-cancellable

operating leases

2024

2023

£

Within one year

366,544

587,665

Between one and five years

256,306

803,486

622,850

1,391,151

Company

Non-cancellable

operating leases

2024

2023

£

Within one year

285,287

532,848

Between one and five years

230,786

803,486

516,073

1,336,334

19.	SECURED DEBTS

The following secured debts are included within creditors:

Group

Company

2024

2023

2024

2023

£

Bank overdrafts

624,097

787,916

722,042

788,062

Hire purchase contracts

3,954

17,562

3,954

17,562

Bank loans

817,165

1,286,896

817,165

1,286,896

1,445,216

2,092,374

1,543,161

2,092,520

The bank loan is secured by an unlimited debenture over the assets of the company.

The bank holds a debenture including a fixed and floating charge over all property and assets present and future including goodwill, book debts, uncalled capital, buildings, fixtures, and plant and machinery.

The bank also holds a rolling credit facility, which contains a fixed and floating charge over the assets of the company.

The hire purchase creditors are secured on the assets concerned.

20.	PROVISIONS FOR LIABILITIES

Company

2024

2023

£

Deferred tax

Accelerated capital allowances

8,876

23,530

Revaluation of fixed assets

18,184

25,684

27,060

49,214

Other provisions

Warranty provision

36,083

45,571

Aggregate amounts

63,143

94,785

Group

Deferred

Warranty

tax

provision

£

Balance at 1 January 2024

(975,900

)

70,213

Credit to Income Statement during year

(22,154

)

-

Balance at 31 December 2024

(998,054

)

70,213

Company

Deferred

Warranty

tax

provision

£

Balance at 1 January 2024

49,214

45,571

Credit to Income Statement during year

(22,154

)

-

Balance at 31 December 2024

27,060

45,571

The warranty provision has been made to cover the estimated liability on all products still under warranty.

21.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

43,092

Ordinary A

£1

43,092

67

Ordinary B

£1

67

Ordinary C

£1

67

43,226

Ordinary A shares have equal voting rights and rank pari passu.

Ordinary B and Ordinary C shares have no voting rights.

22.

RESERVES

Group

Capital

Retained

Share

Revaluation

redemption

earnings

premium

reserve

Totals

£

At 1 January 2024

5,830,281

134,412

118,966

27,004

6,110,663

Deficit for the year

(684,639

)

(684,639

)

Dividends

(312,816

)

(312,816

)

Revaluation of intangibles

22,500

-

(22,500

)

-

Translation differences

112,237

-

112,237

At 31 December 2024

4,967,563

134,412

96,466

27,004

5,225,445

Company

Capital

Retained

Share

Revaluation

redemption

earnings

premium

reserve

Totals

£

At 1 January 2024

7,584,196

134,412

118,966

27,004

7,864,578

Deficit for the year

(1,006,987

)

-

(1,006,987

)

Dividends

(312,816

)

-

(312,816

)

Revaluation of intangibles

22,500

-

(22,500

)

-

At 31 December 2024

6,286,893

134,412

96,466

27,004

6,544,775

Retained earnings

Retained earnings represent cumulative retained profits and losses from incorporation.

Share premium

This balance represents the excess paid over the nominal value of the share capital of the company upon issuing the ordinary shares.

Capital redemption reserve

This reserve represents the nominal value of shares re-acquired by the company since incorporation.

Revaluation reserve

This reserve represents the excess of fair value over cost of fixed assets net of deferred tax.

23.	NON-CONTROLLING INTERESTS

Hydrogarden Limited owns 84.51% of the share capital of the Grow In AG group which includes GrowTech GmbH. The remaining 15.49% of the shares in Grow In AG are owned by DMMB Pty Holdings Ltd.

24.	PENSION COMMITMENTS

The group operates a defined contribution pension scheme. The scheme and its assets are held by independent managers. The pension charge represents contributions due from the company and amounted to £108,384 (2023 - £87,195). Included within creditors is a balance due to pension providers of £10,389 (2023 - £10,733), which represents amounts due to the funds.

25.	RELATED PARTY DISCLOSURES

During the period the following dividends were voted to the directors:

2024

2023

£

B P Geaney

112,474

120,680

S M Green

167,342

147,350

I K Reynolds

33,000

14,000

T S Ellis

-

S E Cook

-

312,816

282,030

The directors are considered to be key management. Their total remuneration is included in the notes above. The above financial statements include balances due from the directors totalling £532 (2023 - £22,542) that are unsecured, repayable on demand and attract no interest.

The company leases several properties from Progress Properties UK Limited, a company in which B P Geaney and S M Green are directors. Rent totalling £485,000 (2023 - £485,000) is included in these financial statements. Included within other creditors represents amounts due to Progress Properties totalling £305,313 (2023 - £622,917)

26.	CONTROLLING INTERESTS

The directors are considered to be the ultimate controlling parties by virtue of their ability to act in concert in respect of the financial and operating policies of the company.