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Registration number: 15402358

St Johns Country Stores Limited Annual Report and Consolidated Financial Statements for the Year Ended 30 September 2025

St Johns Country Stores Limited

Contents

Company Information | 1
Strategic Report | 2
Directors' Report | 3 to 4
Statement of Directors' Responsibilities | 3
Independent Auditor's Report | 5 to 8
Consolidated Profit and Loss Account | 9
Consolidated Statement of Comprehensive Income | 10
Consolidated Balance Sheet | 11
Balance Sheet | 12
Consolidated Statement of Changes in Equity | 13
Statement of Changes in Equity | 14
Consolidated Statement of Cash Flows | 15
Notes to the Financial Statements | 16 to 37

St Johns Country Stores Limited

Company Information

Directors | Mr Jason Mellett Mr Nicholas Oliver Mr Mark Toon

Registered office | St. John's Garden Centre St. John's Lane Barnstaple Devon United Kingdom EX32 9DD

Auditors | Glover Stanbury 30 Bear Street BARNSTAPLE Devon EX32 7DD

St Johns Country Stores Limited

Strategic Report for the Year Ended 30 September 2025

The directors present their strategic report for the year ended 30 September 2025.

Principal activity

The principal activity of the group is growing and selling plants, horticultural products and related goods.

Fair review of the business

This is the first full 12 months period of operation for the group. The group turnover for the year is £7,381,029. This has resulted in a profit before tax of £496,686 for the group in 2025 compared to £795,201 in 2024 as 2025 results reflects a full year of finance costs and the results are in line with board expectations.
The group consolidated balance sheet reflects a shareholders' funds balance of £14,076 but this is after deducting £1,016,650 deferred tax which has been restated as reflected in the consolidated statement of changes in equity. The deferred tax provision is primarily caused due to the deferred tax liability that would arise if the tangible fixed assets were realised at fair value. There are no plans for such disposals to arise and the balance sheet shareholders' fimds are predicted to improve as the debt gearing level is reduced.

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

Financial KPIs | Unit | 2025 | 2024
Gross Profit Margin | % | 56.85 | 60.92
EBITDA | £ | 1,125,618 | 962,281

Principal risks and uncertainties

The demand for the garden centre products is affected by several factors, including consumers’ disposable income, fashion trends, seasonality and the weather.
In addition, the pandemic and associated events, represents a significant risk for the operations of the business. The trading results over the 2025 year despite this are a testament to the robust nature of the business and management will continue to ensure the viability of the business by maintaining a very strict control on employee and overhead cost.

Approved by the Board on 23 January 2026 and signed on its behalf by:

Mr Jason Mellett
Director

St Johns Country Stores Limited

Directors' Report for the Year Ended 30 September 2025

The directors present their report and the consolidated financial statements for the year ended 30 September 2025.

Directors of the group

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

Mr Jason Mellett

Mr Nicholas Oliver

Mr Mark Toon

Directors' responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report 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 group and the company 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 apply them consistently;

• | make judgements and accounting estimates that are reasonable and prudent;

• | state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• | 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Future developments

The group will continue to look for further opportunities to enhance the profitability of the current Garden Centres and ancillary businesses.

St Johns Country Stores Limited

Directors' Report for the Year Ended 30 September 2025

Going concern

The group accounts have been prepared on a going concern basis with the small deficit of £209,964 arising upon the first year of consolidation now eliminated.

Financial instruments

Objectives and policies

The business' principal financial instruments comprise bank balances, trade debtors, trade creditors, bank loans, loans to related parties and finance lease agreements. The main purpose of these instruments is to finance the business' operations.

Price risk, credit risk, liquidity risk and cash flow risk

In respect of bank balances, the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility.
Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits. The amounts presented in the balance sheet are net of allowances for doubtful debtors. Trade creditors' liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Approved by the Board on 23 January 2026 and signed on its behalf by:

Mr Jason Mellett
Director

St Johns Country Stores Limited

Independent Auditor's Report to the Members of St Johns Country Stores Limited

Opinion

We have audited the financial statements of St Johns Country Stores Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, 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 group's and the parent company's affairs as at 30 September 2025 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 auditor 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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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.

St Johns Country Stores Limited

Independent Auditor's Report to the Members of St Johns Country Stores Limited

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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• | the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our 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 and the Directors' Report.

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 3], 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 is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the 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.

St Johns Country Stores Limited

Independent Auditor's Report to the Members of St Johns Country Stores Limited

Auditor Responsibilities for the audit of the financial statements

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

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

Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including
fraud and non-compliance with laws and regulations, we considered the following:
1. The nature of the industry and sector, control environment and business performance;
2. results of our enquiries of management about their own identification and assessment of the risks
of irregularities;
3. any matters we identified having obtained and reviewed the company’s documentation of their
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 of fraud or non-compliance with laws and
regulations;
4. the matters discussed among the audit engagement team regarding how and where fraud might
occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in income. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and UK tax legislation.
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 or to avoid a material penalty.
Audit response to risks identified
As a result of performing the above, we have not identified any contradictory evidence during our
enquiries.

St Johns Country Stores Limited

Independent Auditor's Report to the Members of St Johns Country Stores Limited

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 auditor's report.

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

Nigel Bennett FCA (Senior Statutory Auditor)
For and on behalf of Glover Stanbury, Statutory Auditor
30 Bear Street
BARNSTAPLE
Devon
EX32 7DD

23 January 2026

St Johns Country Stores Limited

Consolidated Profit and Loss Account for the Year Ended 30 September 2025

| Note | 2025 £ | 2024 £
Turnover | 3 | 7,381,029 | 4,118,256
Cost of sales |  | (3,185,209) | (1,609,599)
Gross profit |  | 4,195,820 | 2,508,657
Distribution costs |  | (202,812) | (102,083)
Administrative expenses |  | (3,007,504) | (1,442,324)
Operating profit | 5 | 985,504 | 964,250
Other interest receivable and similar income | 6 | 17,435 | 11,570
Interest payable and similar expenses | 7 | (506,253) | (180,619)
|  | (488,818) | (169,049)
Profit before tax |  | 496,686 | 795,201
Tax on profit | 11 | (170,145) | (51,004)
Profit for the financial year |  | 326,541 | 744,197
Profit/(loss) attributable to: |  |  |
Owners of the company |  | 326,541 | 744,197

The group has no recognised gains or losses for the year other than the results above.

St Johns Country Stores Limited

Consolidated Statement of Comprehensive Income for the Year Ended 30 September 2025

| 2025 £ | (As restated) 2024 £
Profit for the year | 326,541 | 744,197
Deferred tax recognised on remeasuring fixed assets to fair value on aquisition of subsidiary company | - | (906,955)
Total comprehensive income for the year | 326,541 | (162,758)
Total comprehensive income attributable to: |  |
Owners of the company | 326,541 | (162,758)

St Johns Country Stores Limited

(Registration number: 15402358)
Consolidated Balance Sheet as at 30 September 2025

| Note | 2025 £ | (As restated) 2024 £
Fixed Assets |  |  |
Tangible Assets | 13 | 7,654,337 | 7,598,741
Current assets |  |  |
Stocks | 15 | 1,165,760 | 1,221,079
Debtors | 16 | 263,661 | 236,312
Cash at bank and in hand | 17 | 1,227,461 | 1,413,263
|  | 2,656,882 | 2,870,654
Creditors: Amounts falling due within one year | 18 | (1,391,763) | (1,338,948)
Net current assets |  | 1,265,119 | 1,531,706
Total assets less current liabilities |  | 8,919,456 | 9,130,447
Creditors: Amounts falling due after more than one year | 18 | (7,888,730) | (8,341,916)
Provisions for liabilities | 19 | (1,016,650) | (998,495)
Net assets/(liabilities) |  | 14,076 | (209,964)
Capital and Reserves |  |  |
Called up share capital | 21 | 100 | 100
Retained Earnings |  | 13,976 | (210,064)
Equity attributable to owners of the company |  | 14,076 | (209,964)
Shareholders' funds/(deficit) |  | 14,076 | (209,964)

Approved and authorised for issue by the Board on 23 January 2026 and signed on its behalf by:

Mr Jason Mellett

Director

St Johns Country Stores Limited

(Registration number: 15402358)
Balance Sheet as at 30 September 2025

| Note | 2025 £ | 2024 £
Fixed Assets |  |  |
Investments | 14 | 11,017,043 | 11,017,043
Current assets |  |  |
Cash at bank and in hand |  | - | 24
Creditors: Amounts falling due within one year | 18 | (2,939,608) | (2,583,916)
Net current liabilities |  | (2,939,608) | (2,583,892)
Total assets less current liabilities |  | 8,077,435 | 8,433,151
Creditors: Amounts falling due after more than one year | 18 | (7,878,797) | (8,328,014)
Net assets |  | 198,638 | 105,137
Capital and Reserves |  |  |
Called up share capital | 21 | 100 | 100
Retained Earnings |  | 198,538 | 105,037
Shareholders' funds |  | 198,638 | 105,137

The company made a profit after tax for the financial year of £196,002.

Approved and authorised for issue by the Board on 23 January 2026 and signed on its behalf by:

Mr Jason Mellett

Director

St Johns Country Stores Limited

Consolidated Statement of Changes in Equity for the Year Ended 30 September 2025
Equity attributable to the parent company

| Share capital £ | Retained Earnings £ | Total £ | Total equity £
At 1 October 2024 | 100 | (894,022) | (893,922) | (893,922)
Prior period adjustment | - | 683,958 | 683,958 | 683,958
At 1 October 2024 (As restated) | 100 | (210,064) | (209,964) | (209,964)
Profit for the year | - | 326,541 | 326,541 | 326,541
Dividends | - | (102,501) | (102,501) | (102,501)
At 30 September 2025 | 100 | 13,976 | 14,076 | 14,076

| Share capital £ | Retained Earnings £ | Total £ | Total equity £
Profit for the year | - | 744,197 | 744,197 | 744,197
Other comprehensive income | - | (906,955) | (906,955) | (906,955)
Total comprehensive income | - | (162,758) | (162,758) | (162,758)
Dividends | - | (47,306) | (47,306) | (47,306)
New share capital subscribed | 100 | - | 100 | 100
At 30 September 2024 | 100 | (210,064) | (209,964) | (209,964)

Prior period adjustment

The prior period adjustment reflected above in the consolidated financial statements represents a restatement of the deferred tax liability that would arise should the tangible fixed assets be realised at their fair value. This is the only adjustment and the consolidated profit before tax has remained unchanged as has the consolidated balance sheet with the exception of provisions for liabilities, which has reduced, and retained earnings which has increased as indicated above.

St Johns Country Stores Limited

Statement of Changes in Equity for the Year Ended 30 September 2025

| Share capital £ | Retained Earnings £ | Total £
At 1 October 2024 | 100 | 105,037 | 105,137
Profit for the year | - | 196,002 | 196,002
Dividends | - | (102,501) | (102,501)
At 30 September 2025 | 100 | 198,538 | 198,638

| Share capital £ | Retained Earnings £ | Total £
Profit for the year | - | 152,343 | 152,343
Dividends | - | (47,306) | (47,306)
New share capital subscribed | 100 | - | 100
At 30 September 2024 | 100 | 105,037 | 105,137

St Johns Country Stores Limited

Consolidated Statement of Cash Flows for the Year Ended 30 September 2025

| Note | 2025 £ | 2024 £
Cash flows from operating activities
Profit for the year |  | 326,541 | 744,197
Adjustments to cash flows from non-cash items |  |  |
Depreciation and amortisation | 5 | 147,064 | (3,017)
(Profit)/loss on disposal of tangible assets | 4 | (6,950) | 1,048
Finance income | 6 | (17,435) | (11,570)
Finance costs | 7 | 506,253 | 180,619
Income tax expense | 11 | 170,145 | 51,004
|  | 1,125,618 | 962,281
Working capital adjustments |  |  |
Decrease in stocks | 15 | 55,319 | 164,415
Increase in trade debtors | 16 | (27,349) | (88,451)
Increase/(decrease) in trade creditors | 18 | 3,759 | (272,314)
Cash generated from operations |  | 1,157,347 | 765,931
Income taxes paid | 11 | (130,969) | (122,542)
Net cash flow from operating activities |  | 1,026,378 | 643,389
Cash flows from investing activities |  |  |
Interest received |  | 17,435 | 11,570
Acquisitions of tangible assets |  | (202,660) | (48,404)
Proceeds from sale of tangible assets |  | 6,950 | 5,500
Acquisition of subsidiary company |  | - | (7,607,693)
Net cash flows from investing activities |  | (178,275) | (7,639,027)
Cash flows from financing activities |  |  |
Interest paid | 7 | (370,201) | (180,619)
Proceeds from issue of ordinary shares, net of issue costs |  | - | 100
Proceeds from bank borrowing draw downs |  | (157,182) | 6,000,000
Repayment of bank borrowing |  | - | (96,995)
Proceeds from issue of convertible debt, net of issue costs |  | (264,000) | 2,735,000
Payments to finance lease creditors |  | (3,969) | (1,279)
Interest on preference shares |  | (136,052) | -
Dividends paid |  | (102,501) | (47,306)
Net cash flows from financing activities |  | (1,033,905) | 8,408,901
Net (decrease)/increase in cash and cash equivalents |  | (185,802) | 1,413,263
Cash and cash equivalents at 30 September |  | 1,227,461 | 1,413,263

St Johns Country Stores Limited

Notes to the Financial Statements for the Year Ended 30 September 2025

1 | General information

The company is a private company limited by share capital, incorporated in England.

These financial statements present the results of the St. John's Group. The 2024 profit and loss comparative figures are not comparable with 2025 as the consolidated financial statements reflect trading since the acquisition of St. John's Nurseries (North Devon) Limited on 28 March 2024 and thus reflect 6 months trading within the group.

The address of its registered office is:
St. John's Garden Centre
St. John's Lane
Barnstaple
Devon
EX32 9DD
United Kingdom

These financial statements were authorised for issue by the Board on 23 January 2026.

2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

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

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

All amounts are in £'s.

Summary of disclosure exemptions

The parent company, as a qualifying entity, has taken advantage of the disclosure exemptions under FRS102 paragraph 1.12 not to include a statement of cashflows, nor disclosure of key management personnel compensation. .

Going concern

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

St Johns Country Stores Limited

Notes to the Financial Statements for the Year Ended 30 September 2025

Judgements

There are no judgements which management have made in the process of applying the accounting policies.

Key sources of estimation uncertainty

Depreciation is a key source of estimation uncertainty that has a significant risk of causing a material adjustment to assets and liabilities disclosed.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 September 2025.

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

St Johns Country Stores Limited

Notes to the Financial Statements for the Year Ended 30 September 2025

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company.
The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible Assets

Tangible Assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

St Johns Country Stores Limited

Notes to the Financial Statements for the Year Ended 30 September 2025

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Land and buildings | 2% per annum on cost of buildings (no depreciation on land)
Tenant's improvements | 4.55% per annum (22 years) on cost
Plant and machinery | 15% & 25% per annum on written down value
Fixtures, fittings and equipment | 15% per annum on written down value
Motor vehicles | 25% per annum on cost
Office equipment | 25% per annum on written down value

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Negative goodwill

Negative Goodwill will be fully written off in the year of acquistion.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class | Amortisation method and rate
Goodwill | Written off fully in year of acquistion

St Johns Country Stores Limited

Notes to the Financial Statements for the Year Ended 30 September 2025

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade Debtors

Trade Debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade Debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Trade Creditors

Trade Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade Creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

St Johns Country Stores Limited

Notes to the Financial Statements for the Year Ended 30 September 2025

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Profit and Loss Account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease. Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

St Johns Country Stores Limited

Notes to the Financial Statements for the Year Ended 30 September 2025

Financial instruments

Classification
Basic ﬁnancial assets include trade and other debtors, cash and bank balances. Basic ﬁnancial liabilities include trade and other payables, bank loans and preference shares that are classiﬁed as debt.
Recognition and measurement
Basic financial assets are initially recognised at transaction price, unless the arrangement constitutes a ﬁnancing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method. Other debtors are classified as current assets if payment is due within one year or less and are initially recorded at transaction price and subsequently measured at the undiscounted amount of the cash expected to be received. Trade debtors are referred to above.
Basic financial liabilities are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Other creditors are classiﬁed as current liabilities if payment is due within one year or less and are recognised initially at transaction price and subsequently measured at the undiscounted amount of the cash expected to be paid. If not, they are presented as non-current liabilities and are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. Trade creditors and leases are referred to above.
Impairment
At the end of each reporting period ﬁnancial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash ﬂows discounted at the asset’s original effective interest rate. The impairment loss is recognised in proﬁt or loss.
If there is decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in proﬁt or loss.

3 | Turnover

The analysis of the group's Turnover for the year from continuing operations is as follows:

| 2025 £ | 2024 £
Sale of goods | 7,265,807 | 4,041,194
Rendering of services | 6,741 | 5,995
Rental income from investment property | 108,481 | 71,067
| 7,381,029 | 4,118,256

St Johns Country Stores Limited

Notes to the Financial Statements for the Year Ended 30 September 2025

4 | Other gains and losses

The analysis of the group's other gains and losses for the year is as follows:

| 2025 £ | 2024 £
Gain/(loss) on disposal of Tangible Assets | 6,950 | (1,048)

5 | Operating profit

Arrived at after charging/(crediting)

| 2025 £ | 2024 £
Depreciation expense | 147,064 | 71,820
Amortisation | - | (74,837)
Operating lease expense - plant and machinery | 37,073 | 16,029
(Profit)/loss on disposal of property, plant and equipment | (6,950) | 1,048

6 | Other interest receivable and similar income

| 2025 £ | 2024 £
Interest income on bank deposits | 17,417 | 11,455
Other finance income | 18 | 115
| 17,435 | 11,570

7 | Interest payable and similar expenses

| 2025 £ | 2024 £
Interest on bank overdrafts and borrowings | 370,201 | 180,619
Interest on preference shares | 136,052 | -
| 506,253 | 180,619

St Johns Country Stores Limited

Notes to the Financial Statements for the Year Ended 30 September 2025

8 | Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

| 2025 £ | 2024 £
Wages and salaries | 2,048,297 | 1,001,790
Social security costs | 180,523 | 71,612
Pension costs, defined contribution scheme | 43,143 | 29,622
Other employee expense | 22,605 | 11,861
| 2,294,568 | 1,114,885

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

| 2025 No. | 2024 No.
Landscape, maintenance & horticulture | 13 | 9
Office and management | 17 | 18
Selling (including part-time employees) | 36 | 43
Cafe (including part-time employees) | 44 | 49
| 110 | 119

9 | Directors' remuneration

The directors' remuneration for the year was as follows:

| 2025 £ | 2024 £
Remuneration | 17,955 | 15,852
Contributions paid to money purchase schemes | 6,150 | 211
| 24,105 | 16,063

During the year the number of directors who were receiving benefits and share incentives was as follows:

| 2025 No. | 2024 No.
Accruing benefits under money purchase pension scheme | 2 | 2

St Johns Country Stores Limited

Notes to the Financial Statements for the Year Ended 30 September 2025

10 | Auditors' remuneration

| 2025 £ | 2024 £
Audit of these financial statements | 19,800 | 15,000

St Johns Country Stores Limited

Notes to the Financial Statements for the Year Ended 30 September 2025

11 | Taxation

Tax charged/(credited) in the consolidated profit and loss account

| 2025 £ | 2024 £
Current taxation |  |
UK corporation tax | 151,990 | 131,038
Deferred taxation |  |
Arising from origination and reversal of timing differences | 18,155 | (80,034)
Tax expense in the income statement | 170,145 | 51,004

The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2024 - the same as the standard rate of corporation tax in the UK) of 25% (2024 - 25%).
The differences are reconciled below:

| 2025 £ | 2024 £
Profit before tax | 496,686 | 795,201
Corporation tax at standard rate | 124,172 | 198,799
Tax increase/(decrease) from effect of capital allowances and depreciation | 7,457 | (97,414)
Effect of expense not deductible in determining taxable profit (tax loss) | 38,516 | 11,914
Tax decrease from other tax effects | - | (62,295)
Total tax charge | 170,145 | 51,004

St Johns Country Stores Limited

Notes to the Financial Statements for the Year Ended 30 September 2025

12 | Intangible assets

Group

| Goodwill £ | Total £
Cost or valuation
At 1 October 2024 | (74,837) | (74,837)
At 30 September 2025 | (74,837) | (74,837)
Amortisation
At 1 October 2024 | (74,837) | (74,837)
At 30 September 2025 | (74,837) | (74,837)
Carrying amount
At 30 September 2025 | - | -

St Johns Country Stores Limited

Notes to the Financial Statements for the Year Ended 30 September 2025

13 | Tangible Assets

Group

| Land and buildings £ | Tenant's Improvements £ | Fixtures and fittings £ | Plant and machinery £ | Office equipment £ | Motor vehicles £ | Total £
Cost or valuation
At 1 October 2024 | 7,250,000 | 54,997 | 58,462 | 204,025 | 30,763 | 70,367 | 7,668,614
Additions | - | - | 133,005 | 52,333 | 17,322 | - | 202,660
Disposals | - | - | - | - | - | (28,831) | (28,831)
At 30 September 2025 | 7,250,000 | 54,997 | 191,467 | 256,358 | 48,085 | 41,536 | 7,842,443
Depreciation
At 1 October 2024 | 26,364 | 7,146 | 3,656 | 15,300 | 3,626 | 13,781 | 69,873
Charge for the year | 52,699 | 14,292 | 19,185 | 33,203 | 8,128 | 19,557 | 147,064
Eliminated on disposal | - | - | - | - | - | (28,831) | (28,831)
At 30 September 2025 | 79,063 | 21,438 | 22,841 | 48,503 | 11,754 | 4,507 | 188,106
Carrying amount
At 30 September 2025 | 7,170,937 | 33,559 | 168,626 | 207,855 | 36,331 | 37,029 | 7,654,337
At 30 September 2024 | 7,223,636 | 47,851 | 54,806 | 188,725 | 27,137 | 56,586 | 7,598,741

Included within the net book value of land and buildings above is £7,170,937 (2024 - £7,223,636) in respect of freehold land and buildings and £33,559 (2024 - £47,851) in respect of tenant's improvements.

St Johns Country Stores Limited

Notes to the Financial Statements for the Year Ended 30 September 2025

Assets held under finance leases and hire purchase contracts

The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:

| 2025 £ | 2024 £
Motor Vehicles | 11,969 | 16,756

14 | Investments

Company

| 2025 £ | 2024 £
Investments in subsidiaries | 11,017,043 | 11,017,043

Subsidiaries | £
Cost or valuation
At 1 October 2024 | 11,017,043
Provision
Carrying amount
At 30 September 2025 | 11,017,043
At 30 September 2024 | 11,017,043

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2025 | 2024
Subsidiary undertakings
St. John's Nurseries (North Devon) Limited | St. John's Garden Centre, St. John's Lane, Barnstaple, Devon, EX32 9DD United Kingdom | Ordinary | 100% | 100%

Subsidiary undertakings
St. John's Nurseries (North Devon) Limited The principal activity of St. John's Nurseries (North Devon) Limited is growing and selling plants, horticultural products and related goods.

St Johns Country Stores Limited

Notes to the Financial Statements for the Year Ended 30 September 2025

15 | Stocks

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Other inventories | 1,165,760 | 1,221,079 | - | -

Group

16 | Debtors

| Group | Company
Current | 2025 £ | 2024 £ | 2025 £ | 2024 £
Trade Debtors | 198,813 | 175,065 | - | -
Other debtors | 979 | 7,483 | - | -
Prepayments | 50,875 | 53,764 | - | -
Gross amount due from customers for contract work | 12,994 | - | - | -
| 263,661 | 236,312 | - | -

17 | Cash and cash equivalents

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Cash on hand | 12,396 | 12,396 | - | -
Cash at bank | 1,215,065 | 1,400,867 | - | 24
| 1,227,461 | 1,413,263 | - | 24

St Johns Country Stores Limited

Notes to the Financial Statements for the Year Ended 30 September 2025

18 | Creditors

|  | Group | Company
| Note | 2025 £ | 2024 £ | 2025 £ | 2024 £
Due within one year |  |  |  |  |
Loans and borrowings | 22 | 181,995 | 153,960 | 178,026 | 149,991
Redeemable preference shares |  | 160,000 | 160,000 | 160,000 | 160,000
Directors loan accounts |  | 205,900 | 205,900 | 205,900 | 199,900
Trade Creditors |  | 390,986 | 349,810 | - | -
Amounts owed to group undertakings and undertakings in which the company has a participating interest | 25 | - | - | 2,395,681 | 2,074,025
Social security and VAT |  | 206,402 | 244,094 | - | -
Outstanding defined contribution pension costs |  | - | 258 | - | -
Other payables |  | 59,751 | 67,766 | 1 | -
Accruals |  | 34,756 | 26,208 | - | -
Corporation tax liability | 11 | 151,973 | 130,952 | - | -
|  | 1,391,763 | 1,338,948 | 2,939,608 | 2,583,916
Due after one year |  |  |  |  |
Loans and borrowings | 22 | 5,577,730 | 5,766,916 | 5,567,797 | 5,753,014
Redeemable preference shares |  | 2,311,000 | 2,575,000 | 2,311,000 | 2,575,000
|  | 7,888,730 | 8,341,916 | 7,878,797 | 8,328,014

Redeemable Preferance Shares is denominated in pounds sterling as a financial liability with a nominal interest of 0.75% over the bank base rate. The carrying amount at year end is £2,471,000 (2024 - £2,735,000). The redeemable preference shareholders are N Oliver, S Oliver, T Oliver, F Lane and M Akehurst.

St Johns Country Stores Limited

Notes to the Financial Statements for the Year Ended 30 September 2025

19 | Provisions for liabilities

Group

| Deferred tax £ | Total £
At 1 October 2024 | 998,495 | 998,495
Increase (decrease) in existing provisions | 18,155 | 18,155
At 30 September 2025 | 1,016,650 | 1,016,650

St Johns Country Stores Limited

Notes to the Financial Statements for the Year Ended 30 September 2025

20 | Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £43,143 (2024 - £29,622).
Contributions totalling £- (2024 - £258) were payable to the scheme at the end of the year and are included in creditors.

21 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary shares of £1 each | 100 | 100 | 100 | 100

22 | Loans and borrowings

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Non-current loans and borrowings
Bank borrowings | 5,567,797 | 5,753,014 | 5,567,797 | 5,753,014
HP and finance lease liabilities | 9,933 | 13,902 | - | -
| 5,577,730 | 5,766,916 | 5,567,797 | 5,753,014

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Current loans and borrowings
Bank borrowings | 178,026 | 149,991 | 178,026 | 149,991
HP and finance lease liabilities | 3,969 | 3,969 | - | -
| 181,995 | 153,960 | 178,026 | 149,991

St Johns Country Stores Limited

Notes to the Financial Statements for the Year Ended 30 September 2025

Group

Bank borrowings

NatWest Bank Loan is denominated in pounds sterling with a nominal interest rate of 1.83% over bank base rate, and the final instalment is due on 28 March 2044. The carrying amount at year end is £5,745,824 (2024 - £5,903,005). A debenture charge is held over all assets of the company as a secured liability. The loan is repayable over a term of 20 years.

Included in the loans and borrowings are the following amounts due after more than five years:

| 2025 £ | 2024 £
After more than five years by instalments | 4,742,507 | 5,039,623

Company

Bank borrowings

NatWest Bank Loan is denominated in pounds sterling with a nominal interest rate of 1.83% over bank base rate, and the final instalment is due on 28 March 2044. The carrying amount at year end is £5,745,824 (2024 - £5,903,005). A debenture charge is held over all assets of the company as a secured liability. The loan is repayable over a term of 20 years.

Included in the loans and borrowings are the following amounts due after more than five years:

| 2025 £ | 2024 £
After more than five years by instalments | 4,742,507 | 5,039,623

| - | -

St Johns Country Stores Limited

Notes to the Financial Statements for the Year Ended 30 September 2025

23 | Obligations under leases and hire purchase contracts

Group

Finance leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 3,969 | 3,969
Later than one year and not later than five years | 9,933 | 13,902
| 13,902 | 17,871

Operating leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 14,269 | 23,259
Later than one year and not later than five years | 6,154 | 29,271
| 20,423 | 52,530

The amount of non-cancellable operating lease payments recognised as an expense during the year was £20,156 (2024 - £16,029).

Operating leases - lessor

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 135,483 | 70,816
Later than one year and not later than five years | 395,499 | 96,043
| 530,982 | 166,859

Total contingent rents recognised as income in the period are £37,811 (2024 - £12,547).

24 | Dividends

|  | 2025 |  | 2024
|  | £ |  | £
Interim dividend of £1,025.00 (2024 - £473.06) per ordinary share |  | 102,500 |  | 47,306

St Johns Country Stores Limited

Notes to the Financial Statements for the Year Ended 30 September 2025

25 | Related party transactions

Group

Transactions with directors

2025 | At 1 October 2024 £ | At 30 September 2025 £
Mr Jason Mellett
Directors loan account - no interest charged & repayable on demand | 105,950 | 105,950
| - | -
| 105,950 | 105,950
Mr Mark Toon
Directors loan account - no interest charged & repayable on demand | 99,950 | 99,950
| - | -
| 99,950 | 99,950

2024 | At 10 January 2024 £ | Advances to director £ | Repayments by director £ | At 30 September 2024 £
Mr Jason Mellett
Directors loan account - no interest charged & repayable on demand | - | 106,000 | (50) | 105,950
| - | 106,000 | (50) | 105,950
Mr Mark Toon
Directors loan account - no interest charged & repayable on demand | - | 100,000 | (50) | 99,950
| - | 100,000 | (50) | 99,950

St Johns Country Stores Limited

Notes to the Financial Statements for the Year Ended 30 September 2025

Summary of transactions with other related parties

St. John's Pension Scheme
St. John's Nurseries (North Devon) Limited rented the Bay View site owned by St John's Pension Scheme, which is a small self administered pension scheme of which Nicholas Oliver is a trustee and member.
During the year £18,738 was charged for rent (2024 - £7,992).
At the balance sheet date the amounts due to St John's Pension Scheme was £Nil (2024 - £Nil).
Sale of Transit Vans
During the year, 2 Transit Vans owned by St. John's Nurseries (North Devon) Limited were sold to Thomas and Simon Oliver at their market value of £3,975 and £2,975 on 31/01/2025.
Purchase of Heaters
During the year, on 31/12/2024, St. John's Nurseries (North Devon) Limited purchased second hand heaters from the Oliver's @ Bayview Limited at the second hand value of £7,328.