REGISTERED NUMBER: 11891730 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

PLANTLINE UK LTD

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

D A J Bos

M Hoogenboom

J Van Gent

SECRETARY:

Miss D Bos

REGISTERED OFFICE:

Second Floor South

The Fitted Rigging House

Anchor Wharf, The Historic Dockyard

Chatham

Kent

ME4 4TZ

REGISTERED NUMBER:

11891730 (England and Wales)

AUDITORS:

Carleys

Statutory Auditor

Second Floor South

The Fitted Rigging House

The Historic Dockyard

Chatham

Kent

ME4 4TZ

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

REVIEW OF BUSINESS

The company supplies a huge spectrum of plants and trees to UK retailers and garden centres, sourced from growers within Europe.

The directors are satisfied with the company's performance during the financial year given the current economic trading conditions. The company will continue to explore opportunities to consolidate and expand its operations in the future.

Fair review of business and key performance indicators

The directors consider that key financial performance indicators (KPIs) are those factors by reference to which the performance, development and strength of the company's business can be measured by its members. These KPIs comprise turnover, gross margins and net assets.

- Turnover for the year has fallen a little to £19.02m (2023: £19.43m);

- Gross margin for the year has also fallen to 1.1% (2023: 15.6%);

- Net assets of the company have increased to £4.75m (2023: £4.66m).

PRINCIPAL RISKS AND UNCERTAINTIES

Principal risks and uncertainties

The operations and management of the business are subject to a number of risks. These risks are reviewed by the directors on an ongoing basis. The main risks identified by the directors are as follows :-

- The supply of plants and trees to the UK market is a highly competitive trade. The company imports all of its products from suppliers in Europe, and therefore can be affected by supply chain issues and exchange rate fluctuations.

- The principal factors affecting the competitiveness are the quality of the goods supplied, the price and customer service.

- General business and economic conditions within the UK economy could also have an impact on the company's profitability;

Financial risk management objectives and policies

The company's principal financial instruments comprise cash balances, trade debtor recoverables and inter-company loan balances with its holding company. These facilities are used to provide working capital for the company.

The main financial risks related to these facilities are credit risk and liquidity risk. The company mitigates its credit risk by carrying out credit checks and status enquiries on account customers and by maintaining regular contact with customers. They also regularly review debtors and credit limits offered. Exposure to liquidity risk is mitigated by ensuring that the company has sufficient funds available for day-to-day operations through effective management of its cash facilities and inter-company loan balances.

ON BEHALF OF THE BOARD:

D A J Bos - Director

24 December 2025

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of supplying a huge spectrum of plants and trees directly from growers to UK retailers and garden centres.

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.

D A J Bos

M Hoogenboom

Other changes in directors holding office are as follows:

J Van Gent - appointed 1 October 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

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

ON BEHALF OF THE BOARD:

D A J Bos - Director

24 December 2025

Opinion

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

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, our approach was as follows:

- we obtained an understanding of the nature of the industry and sector, including the legal and regulatory frameworks that are applicable to the company and of how the company is complying with those frameworks;

- we enquired of management about their own identification and assessment of the risks of irregularities, including any known instances of fraud;

- we discussed matters concerning non-compliance with laws and regulations and how fraud might occur including assessment of how the financial statements might be susceptible to fraud.

As a result of these procedures we consider that the most significant laws and regulations relating to the financial statements are FRS102, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to enable us to detect non-compliance with significant laws and regulations which may have a material impact on the financial statements which included reviewing disclosures within the financial statements and inspecting correspondence with tax authorities.

We considered the risk of fraud through management override and revenue recognition as the areas where the financial statements were most susceptible to material misstatement due to fraud. In response, we incorporated testing of the appropriateness of journal entries, assessing judgements made by management in making accounting estimates and evaluating the business rationale for any significant unusual transactions or those outside the normal 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.

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.

Claire Ralph (Senior Statutory Auditor)

for and on behalf of Carleys

Statutory Auditor

Second Floor South

The Fitted Rigging House

The Historic Dockyard

Chatham

Kent

ME4 4TZ

24 December 2025

TURNOVER

19,021,881

19,439,848

Cost of sales

18,793,722

16,403,283

GROSS PROFIT

228,159

3,036,565

Administrative expenses

78,088

450,839

OPERATING PROFIT

150,071

2,585,726

Interest receivable and similar income

8,862

9,401

158,933

2,595,127

Interest payable and similar expenses

5

15,538

-

PROFIT BEFORE TAXATION

143,395

2,595,127

Tax on profit

6

44,321

610,456

PROFIT FOR THE FINANCIAL YEAR

99,074

1,984,671

PROFIT FOR THE YEAR

99,074

1,984,671

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

99,074

1,984,671

CURRENT ASSETS

Debtors

7

4,605,264

5,221,631

Cash at bank and in hand

340,642

422,574

4,945,906

5,644,205

CREDITORS

Amounts falling due within one year

8

186,738

984,111

NET CURRENT ASSETS

4,759,168

4,660,094

TOTAL ASSETS LESS CURRENT LIABILITIES

4,759,168

4,660,094

CAPITAL AND RESERVES

Called up share capital

9

100

100

Retained earnings

10

4,759,068

4,659,994

SHAREHOLDERS' FUNDS

4,759,168

4,660,094

The financial statements were approved by the Board of Directors and authorised for issue on 24 December 2025 and were signed on its behalf by:

D A J Bos - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

100

2,675,323

2,675,423

Changes in equity

Total comprehensive income

-

1,984,671

1,984,671

Balance at 31 December 2023

100

4,659,994

4,660,094

Changes in equity

Total comprehensive income

-

99,074

99,074

Balance at 31 December 2024

100

4,759,068

4,759,168

1.	STATUTORY INFORMATION

Plantline UK 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 Company Information page.

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities measured at fair value through the statement of comprehensive income.

The financial statements are prepared in sterling, which is the functional currency of the entity.

Financial Reporting Standard 102 - reduced disclosure exemptions

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

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d).

The company has taken advantage of the exemption, as provided by paragraph 33.1A of FRS 102 and does not disclose transactions with members of the same group that are wholly owned. The company discloses transactions with related parties that are not wholly owned by the same group.

Debtors

Debtors are initially recorded at fair value and are assessed for impairment at each year end date. If impairments exist then the relevant debtors are re-measured to the present value of the expected future cash inflows.

Revenue recognition

Revenue is the amount derived from ordinary activities and is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances, and is stated net of VAT.

Revenue is recognised when the company has transferred to the buyer the significant risks and rewards of ownership of the goods.

Creditors

Creditors are initially recorded at fair value and are then re-measured to the present value of the expected future cash outflows.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the 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.

4.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2024 nor for the year ended 31 December 2023.

The average number of employees during the year was NIL (2023 - NIL).

2024

2023

£

£

Directors' remuneration

-

-

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Interest on overdue taxes

15,538

-

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2024

2023

£

£

Current tax:

UK corporation tax

35,924

610,456

Adjustments for prior periods

8,397

-

Tax on profit

44,321

610,456

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

1,132,874

1,170,706

Amounts owed by group undertakings

3,260,243

4,050,925

Tax

212,147

-

4,605,264

5,221,631

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

20

3,767

Tax

-

378,559

VAT

177,218

207,285

Accrued expenses

9,500

394,500

186,738

984,111

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

100

Ordinary

1

100

100

10.

RESERVES

Retained

earnings

£

At 1 January 2024

4,659,994

Profit for the year

99,074

At 31 December 2024

4,759,068

11.	RELATED PARTY DISCLOSURES

The company's immediate parent undertaking is Plantline B.V., a company incorporated in the Netherlands, whose registered office is Zwedenlaan 4, 2391 PL, Hazerswoude-Dorp, Netherlands. The company's ultimate parent undertaking is Plantline Real Estates B.V., also incorporated in the Netherlands, whose registered office is Reijerskoop 160, 2771 BT, Boskoop, Netherlands.