Company registration number 00358372 (England and Wales)
BRANDED GARDEN PRODUCTS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
BRANDED GARDEN PRODUCTS LIMITED
COMPANY INFORMATION
Directors
Mr I Burgess
Mr G J M Rees
Mr C S Wright
Company number
00358372
Registered office
Thompson & Morgan
Poplar Lane
Copdock
Ipswich
IP8 3BU
Auditor
UHY Hacker Young
Bradbury House
Mission Court
Newport
Gwent
United Kingdom
NP20 2DW
BRANDED GARDEN PRODUCTS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 9
Profit and loss account
10
Statement of comprehensive income
11
Balance sheet
12
Statement of changes in equity
13
Notes to the financial statements
14 - 26
BRANDED GARDEN PRODUCTS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2025
- 1 -

The directors present the strategic report for the year ended 31 August 2025.

Principal activities

The Company's principal activity is the sale of products for use in the garden, including plants, packeted seed and other garden related products. These are sold online, via mail order and garden centres, and to businesses in the UK and internationally.

Review of the business

As shown in the Statement of comprehensive income, the Company’s sales during the year ended 31 August 2025 were £63.2m (2024: £58.3m). The Company’s key performance measure is Earnings Before Interest, Tax, Depreciation and Amortisation adjusted to exclude non-recurring activities that have ceased (underlying EBITDA). The performance for the year ended 31 August 2025 shows a strong underlying EBITDA of positive £7.5m (2024: positive £6.0m), and a reported EBITDA of positive £7.0 m (2024: positive £4.7m).

Principal risks and uncertainties

Financial risk management objectives and policies

The Company’s activities expose it to a number of financial risks including currency risk, credit risk, liquidity risk, market risk and trading risks.

Currency risk

The Company transacts business in three main currencies, Sterling, US dollars and Euro. It has income and expenditure in all three, which helps to reduce exposure. In addition where appropriate, the Company buys forward a prudent proportion of its foreign currency needs.

Credit risk

Over 80% of the Company’s business is mail order direct to the consumer for which payment is received in advance. This provides inbuilt protection against bad debts and a very broad spread of risk. The principal area in exposure is trade customers. The directors operate a formal credit control policy and have a broad spread of risk amongst the Company’s credit customers. Provision is made for doubtful or bad debts.

Liquidity risk

The Company’s pattern of business is seasonal and in some months it is loss making. The Board has secured adequate working capital facilities from reputable lenders to provide liquidity for its planned activities, including contingencies. The directors regularly review the Company’s cash position to ensure sufficient funds are available.

Market risk

The Company operates in a competitive and growing market. The Company manages this risk by continuing to innovate and provide its customers with first class products, customer service and competitive prices. It also seeks efficiencies at all levels in its processes and organisation. The business is cost and cash focused. Expansion of new initiatives is assessed not only on the basis of contribution but also ensuring efficient working capital management.

Trading risk

The directors regularly review current and forecast financial performance, and have plans in place to rapidly respond to a significant downturn in sales. Stock is mainly purchased to meet existing customer sales order demand rather than expected sales. The high level of business variable costs also mitigates against the risk of a significant market or sales downturn.

BRANDED GARDEN PRODUCTS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 2 -
Promoting the success of the company

The directors of Branded Garden Products Limited consider, both individually and together, that they have acted in a way they consider, both individually and together, that they have acted in a way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole (considering stakeholders and matters set out in Section 172 of the Companies Act 2006) in the decisions taken during the year ended 31 August 202 4.

A director of a company must act, in good faith, to promote the success of the Company for the benefit of its members as a whole and in doing so have regards (amongst other matters) to:

- The interests of the Company’s employees;

- The need to foster strong working relationships with suppliers, customers and others;

- The impact of the Company’s operations on our community and environment;

- The need to maintain a reputation for high standards of business conduct.

On behalf of the board

Mr I Burgess
Director
19 March 2026
BRANDED GARDEN PRODUCTS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2025
- 3 -

The directors present their annual report and financial statements for the year ended 31 August 2025.

Results and dividends

The results for the year are set out on page 10.

Ordinary dividends were paid amounting to £66,524. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr I Burgess
Mr G J M Rees
Mr C S Wright
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Research and development

The Company is committed to research and development to secure its position as a market leader in the horticultural industry. This involves improving existing products and developing new ones in order to sustain the extensive and unusual ranges offered by the Company.

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The company's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

Future developments

The directors have planned for the Company to grow organically. This is supported by a series of strategic initiatives. These include better utilisation of the ERP system to improve customer service and optimising working capital management through supplier rationalisation and improved supply chain management. Also the business continues to successfully grow its digital business, with a greater proportion of orders being placed online.

Auditor

UHY Hacker Young were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006. UHY Hacker Young have expressed their willingness to continue in office as auditor and appropriate arrangements have been put in place for them to be deemed reappointed as auditor in the absence of an Annual General Meeting.

BRANDED GARDEN PRODUCTS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 4 -
Energy and carbon report

Under changes introduced by the 2018 regulations, large unquoted companies and large LLPs are obliged to report their UK energy use and associated greenhouse gas emissions as a minimum relating to gas, electricity and transport fuel, as well as an intensity ratio and information relating to energy efficiency action, through their financial statements.

The energy consumed by Branded Garden Products Ltd, across the total estate of approximately 370,200 square feet during the period was as follows:

2025
2024
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
- Gas combustion
491,592
551,312
- Electricity purchased
1,176,871
1,250,827
- Fuel consumed for transport
256,812
342,222
- Other
211,492
187,031
2,136,767
2,331,392
2025
2024
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
90.00
101.00
- Fuel consumed for owned transport
147.00
126.00
237.00
227.00
Scope 2 - indirect emissions
- Electricity purchased
205.00
240.00
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the company
130.00
129.00
Total gross emissions
572.00
596.00
Intensity ratio
Tonnes per 1,000 square feet
1.55
1.55
Quantification and reporting methodology

The Company’s carbon intensity is 1.55 tCO2e per 1,000 square feet and h as been calculated using the following methodology:

• ESOS methodology (as specified in Complying with the Energy Savings Opportunity Scheme version 6, published by the Environment Agency, 21.01.21) used in conjunction with Government GHG reporting conversion factors.

• For carbon only related matters, the SECR methodology as specified in "Environmental reporting guidelines: including Streamlined Energy and Carbon Reporting and greenhouse gas reporting" was used in conjunction with Government GHG reporting conversion factors.

Intensity measurement

The Group’s carbon intensity is 1.55 tCO2e per 1,000 square feet.

BRANDED GARDEN PRODUCTS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 5 -
Measures taken to improve energy efficiency

We are committed to responsible carbon management and practice energy efficiency throughout our organisation, wherever it is cost effective. We recognise that climate change is a serious environmental challenge and understand we have a role to play in reducing greenhouse gas emissions.

We have implemented the policies below for the purpose of increasing the businesses energy efficiency in the financial year:

- Staff Awareness Campaign: this involves educational and persuasive materials such as posters; stickers on or near equipment such as thermostats, computers, printers, light switches and machines to remind staff of eco-friendly usage practices; also, competitions for departments and sites who have the lowest and/or most improved carbon footprint.

- LED lighting renewal programme: we are renewing all lighting throughout our estate on a rolling basis with modern LED sensor driven lighting.

- Video Conferencing and Collaborative Apps: we have a policy of maximizing use of videoconferencing or similar collaborative apps such as Microsoft Teams, Zoom etc. This improves business efficiency through reduced idle time due to travel and has the added benefit of reducing travel costs and associated CO2 emissions.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Going concern

Trading and cash flow of the wider group post year end remains strong. Forecasts for the 12 months ahead show the Group continuing to remain cash positive even when modelled using worst case scenarios.

The directors therefore consider it appropriate to use the going concern basis for preparation of the financial statements.

On behalf of the board
Mr I Burgess
Director
19 March 2026
BRANDED GARDEN PRODUCTS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 AUGUST 2025
- 6 -

The directors are responsible 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 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;

- 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 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.

BRANDED GARDEN PRODUCTS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF BRANDED GARDEN PRODUCTS LIMITED
- 7 -
Opinion

We have audited the financial statements of Branded Garden Products Limited (the 'company') for the year ended 31 August 2025 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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 August 2025 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 Auditor's 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

BRANDED GARDEN PRODUCTS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF BRANDED GARDEN PRODUCTS LIMITED (CONTINUED)
- 8 -
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 identifie d material misstatements in the strategic report or the directors' r eport.

We have nothing to report in respect of the following matters in relation to which 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 directors' r esponsibilities s tatement, 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.

Auditor's 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined below, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the relevant sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

BRANDED GARDEN PRODUCTS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF BRANDED GARDEN PRODUCTS LIMITED (CONTINUED)
- 9 -

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial statements, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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 member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Mr John Griffiths
Senior Statutory Auditor
For and on behalf of UHY Hacker Young
19 March 2026
Chartered Accountants
Statutory Auditor
Newport
Gwent
United Kingdom
BRANDED GARDEN PRODUCTS LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 AUGUST 2025
- 10 -
2025
2024
Notes
£
£
Turnover
3
63,243,731
58,344,606
Cost of sales
(26,607,393)
(24,987,184)
Gross profit
36,636,338
33,357,422
Distribution costs
(19,644,053)
(18,913,050)
Administrative expenses
(10,848,534)
(10,773,904)
Exceptional administrative costs
4
(220,534)
(130,693)
Operating profit
5
5,923,217
3,539,775
Interest receivable and similar income
9
358,666
463,436
Interest payable and similar expenses
10
(6,490)
-
0
Profit before taxation
6,275,393
4,003,211
Tax on profit
11
(1,643,092)
(1,019,186)
Profit for the financial year
4,632,301
2,984,025

The profit and loss account has been prepared on the basis that all operations are continuing operations.

BRANDED GARDEN PRODUCTS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2025
- 11 -
2025
2024
£
£
Profit for the year
4,632,301
2,984,025
Other comprehensive income
-
-
Total comprehensive income for the year
4,632,301
2,984,025
BRANDED GARDEN PRODUCTS LIMITED
BALANCE SHEET
AS AT
31 AUGUST 2025
31 August 2025
- 12 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
13
2,776,611
2,987,703
Tangible assets
14
2,242,711
2,359,873
Investments
15
6,592
6,592
5,025,914
5,354,168
Current assets
Stocks
16
5,741,866
5,576,318
Debtors
17
26,450,669
14,678,512
Cash at bank and in hand
8,096,628
16,067,653
40,289,163
36,322,483
Creditors: amounts falling due within one year
18
(21,577,758)
(22,518,406)
Net current assets
18,711,405
13,804,077
Total assets less current liabilities
23,737,319
19,158,245
Provisions for liabilities
Deferred tax liability
19
545,934
629,056
(545,934)
(629,056)
Net assets
23,191,385
18,529,189
Capital and reserves
Called up share capital
21
5,400
5,400
Share premium account
35,600
35,600
Profit and loss reserves
23,150,385
18,488,189
Total equity
23,191,385
18,529,189
The financial statements were approved by the board of directors and authorised for issue on 19 March 2026 and are signed on its behalf by:
Mr I Burgess
Director
Company registration number 00358372 (England and Wales)
BRANDED GARDEN PRODUCTS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2025
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 September 2023
5,400
35,600
15,110,588
15,151,588
Year ended 31 August 2024:
Profit and total comprehensive income
-
-
2,984,025
2,984,025
Credit to equity for equity settled share-based payments
-
-
393,576
393,576
Balance at 31 August 2024
5,400
35,600
18,488,189
18,529,189
Year ended 31 August 2025:
Profit and total comprehensive income
-
-
4,632,301
4,632,301
Dividends
12
-
-
(66,524)
(66,524)
Credit to equity for equity settled share-based payments
-
-
96,419
96,419
Balance at 31 August 2025
5,400
35,600
23,150,385
23,191,385
The share premium account includes any premium received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
The profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.
BRANDED GARDEN PRODUCTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
- 14 -
1
Accounting policies
Company information

Branded Garden Products Limited is a private company limited by shares incorporated in England and Wales. The registered office is Thompson & Morgan, Poplar Lane, Copdock, Ipswich, IP8 3BU.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of T&M Topco Limited. These consolidated financial statements are available from its registered office, Thompson & Morgan Poplar Lane, Copdock, Ipswich, United Kingdom, IP8 3BU.

1.2
Going concern

Trading and cash flow of the wider group post year end remains strong. Forecasts for the true 12 months ahead show the Group continuing to remain cash positive even when modelled using worst case scenarios.

A t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

The company recognises revenue from the following major sources:

- Sale of goods

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

BRANDED GARDEN PRODUCTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 15 -
Sale of goods

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
10-33%
Trademarks
5%
Database
33%
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
4-10% per annum
Plant and equipment
10-33% straight-line
Computers
10-33% straight-line
Motor vehicles
10-20% straight-line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.6
Fixed asset investments

Investments in unlisted company shares, whose market value can be reliably determined, are remeasured t o market value each statement of financial position date. Gains and losses on remeasurement are recognised in the statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

1.7
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

BRANDED GARDEN PRODUCTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 16 -

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.9
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

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 profit and loss account in other administrative expenses.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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 a 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.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

BRANDED GARDEN PRODUCTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 17 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

BRANDED GARDEN PRODUCTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 18 -
1.13
Leases
As lessee

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

1.14
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.15

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Recoverability of intercompany balances

The carrying value of amounts owed by group undertakings at the balance sheet date was £2 2,573,870 (2024: £11,484,030). Balances are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit and loss account. The impairment loss is the difference between the asset’s carrying amount and the best estimate of the recoverable amount at the reporting date. Impairment losses of £nil (2024: £nil) were recognised in the year.

Depreciation

The Company exercises judgement to determine useful lives and residual values of tangible fixed assets which are depreciated on a straight line basis. The assets are depreciated down to their residual values over their estimated useful lives. Management considers that the carrying value of tangible fixed assets is reasonable and therefore that no impairment charge is required in the current year.

Amortisation

The Company exercises judgement to determine useful lives and residual values of intangible fixed assets. The assets are amortised down to their residual values over their estimated useful lives. Management considers that the carrying value of intangible fixed assets is reasonable and therefore that no impairment charge is required in the current year.

BRANDED GARDEN PRODUCTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 19 -
Provisions

Provisions have been made for trade debtors and inventory obsolescence and returns. These provisions are an estimate of the actual costs, and the timing of future cash flows is dependent on future events. The difference between expectations and the actual future liability will be accounted for in the period when such determination is made.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
61,403,914
56,086,815
Europe
1,428,668
1,629,381
Rest of the World
411,149
628,410
63,243,731
58,344,606
2025
2024
£
£
Other revenue
Interest income
358,666
463,436
4
Exceptional item
2025
2024
£
£
Expenditure
Group restructure
-
29,690
Redundancy costs
72,167
101,003
Corporate finance services
148,367
-
220,534
130,693
5
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
24,540
(51,514)
Depreciation of owned tangible fixed assets
453,350
494,390
(Profit)/loss on disposal of tangible fixed assets
-
64,596
Amortisation of intangible assets
459,544
492,646
Operating lease charges
1,253,011
1,216,491
BRANDED GARDEN PRODUCTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 20 -
6
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
35,000
27,800
7
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Management
10
12
Administration
174
199
Production
117
134
Sales
12
10
Total
313
355

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
8,762,712
9,443,583
Social security costs
1,000,286
790,357
Pension costs
326,794
289,357
10,089,792
10,523,297

Wages and salaries above include a share based payment charge of £96,419 (2024: £394,011). T he charge relate s to the following share categories in T&M Topco Ltd:

- 3,108 C Ordinary shares of £0.01 each

- 3,603 D Ordinary shares of £0.01 each

8
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
454,624
278,286
Company pension contributions to defined contribution schemes
31,000
18,500
485,624
296,786

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 2).

BRANDED GARDEN PRODUCTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
8
Directors' remuneration
(Continued)
- 21 -
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
201,893
150,374
Company pension contributions to defined contribution schemes
19,000
11,250
9
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
358,666
463,436
10
Interest payable and similar expenses
2025
2024
£
£
Other interest
6,490
-
0
11
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
1,717,783
1,084,058
Adjustments in respect of prior periods
8,431
75,072
Double tax relief
(13,258)
(8,430)
Total UK current tax
1,712,956
1,150,700
Foreign current tax on profits for the current period
13,258
8,430
Total current tax
1,726,214
1,159,130
Deferred tax
Origination and reversal of timing differences
(83,122)
(83,243)
Adjustment in respect of prior periods
-
0
(56,701)
Total deferred tax
(83,122)
(139,944)
Total tax charge
1,643,092
1,019,186
BRANDED GARDEN PRODUCTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
11
Taxation
(Continued)
- 22 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit before taxation
6,275,393
4,003,211
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
1,568,848
1,000,803
Tax effect of expenses that are not deductible in determining taxable profit
65,813
8,442
Adjustments in respect of prior years
8,431
18,371
Double tax relief
-
(8,430)
Taxation charge for the year
1,643,092
1,019,186

The Finance Act 2021 was substantively enacted in May 2021 and has increased the corporation tax rate from 19% to 25% with effect from 1 April 2023 o n profits over £250,000. The rate for small profits under £50,000 will remain at 19%. When the company's profits fall between £50,000 and £250,000, the lower and upper limits, it will be able to claim an amount of marginal relief providing a gradual increase in corporation tax rate. The deferred taxation balances have been measured using the rates expected to apply in the reporting periods when the timing differences reverse.

12
Dividends
2025
2024
£
£
Interim paid
66,524
-
0
BRANDED GARDEN PRODUCTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 23 -
13
Intangible fixed assets
Software
Trademarks
Database
Total
£
£
£
£
Cost
At 1 September 2024
6,290,349
2,394,000
25,000
8,709,349
Additions
244,487
3,965
-
0
248,452
At 31 August 2025
6,534,836
2,397,965
25,000
8,957,801
Amortisation and impairment
At 1 September 2024
4,282,313
1,414,333
25,000
5,721,646
Amortisation charged for the year
383,393
76,151
-
0
459,544
At 31 August 2025
4,665,706
1,490,484
25,000
6,181,190
Carrying amount
At 31 August 2025
1,869,130
907,481
-
0
2,776,611
At 31 August 2024
2,008,036
979,667
-
0
2,987,703
14
Tangible fixed assets
Leasehold land and buildings
Plant and equipment
Computers
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 September 2024
5,403,789
3,893,590
2,127,828
137,687
11,562,894
Additions
241,568
34,504
48,127
11,989
336,188
At 31 August 2025
5,645,357
3,928,094
2,175,955
149,676
11,899,082
Depreciation and impairment
At 1 September 2024
3,698,982
3,341,725
2,064,030
98,284
9,203,021
Depreciation charged in the year
213,518
197,715
36,793
5,324
453,350
At 31 August 2025
3,912,500
3,539,440
2,100,823
103,608
9,656,371
Carrying amount
At 31 August 2025
1,732,857
388,654
75,132
46,068
2,242,711
At 31 August 2024
1,704,807
551,865
63,798
39,403
2,359,873
BRANDED GARDEN PRODUCTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 24 -
15
Fixed asset investments
2025
2024
£
£
Unlisted investments
6,592
6,592
16
Stocks
2025
2024
£
£
Raw materials and consumables
2,295,057
2,335,690
Finished goods and goods for resale
3,446,809
3,240,628
5,741,866
5,576,318

Stocks are stated after impairment provisions of £653,029 (2024: £692,598).

17
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
2,565,911
2,015,108
Amounts owed by group undertakings
22,173,870
11,484,030
Other debtors
110,550
114,892
Prepayments and accrued income
1,600,338
1,064,482
26,450,669
14,678,512

Trade debtors are stated after impairment provisions of £127,337 (2024: £159,850).

The amounts owed by group undertakings are interest free, unsecured and are repayable on demand.

18
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
5,381,394
6,735,153
Amounts owed to group undertakings
10,955,787
10,415,863
Corporation tax
1,004,885
684,058
Other taxation and social security
828,681
817,347
Other creditors
440,411
566,497
Accruals and deferred income
2,966,600
3,299,488
21,577,758
22,518,406

The amounts owed to group undertakings are interest free, unsecured and repayable on demand.

BRANDED GARDEN PRODUCTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 25 -
19
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated capital allowances
608,659
652,049
Short term timing differences
(62,725)
(22,993)
545,934
629,056
2025
Movements in the year:
£
Liability at 1 September 2024
629,056
Credit to profit or loss
(83,122)
Liability at 31 August 2025
545,934

The deferred tax liability set out above is expected to reverse in the foreseeable future and relates to accelerated capital allowances that are expected to mature within the same period.

20
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
326,794
289,357

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

Contributions totaling £47,473 (2024: £48,212) were payable to the fund at the reporting date and are included in creditors.

21
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 10p each
54,000
54,000
5,400
5,400

All shares have equal voting rights. There are no restrictions on dividends and the repayment of capital.

22
Financial commitments, guarantees and contingent liabilities

The Company has provided a debenture to HSBC UK Bank plc that secures the bank's borrowings over the Company's assets. At 31 August 2025 there were no borrowings (2024: £nil)

BRANDED GARDEN PRODUCTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 26 -
23
Operating lease commitments
As lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2025
2024
£
£
Within 1 year
1,383,722
1,436,132
Years 2-5
2,675,789
3,090,660
After 5 years
845,000
1,235,000
4,904,511
5,761,792
24
Capital commitments

Amounts contracted for but not provided in the financial statements:

2025
2024
£
£
Acquisition of tangible fixed assets
9,995
-
25
Related party transactions

The Company has taken advantage of the exemption under FRS 102 from disclosing transactions with other wholly owned group companies that are part of the T&M Topco Limited group.

In October 2020 Branded Garden Products Limited entered into an operating lease with Burgess Land Limited, a company in which I Burgess is a statutory director. Branded Garden Products Limited made payments to Burgess Land Limited to the value of £283,912 (2024: £279,370). At 31 August 2025 the total commitment in relation to this operating lease of £38,785 (2024: £271,493) is disclosed in Note 21.

Branded Garden Products Limited purchased services from BGF Investment Management Limited to the value of £21,806 (2024: £37,129).

26
Ultimate controlling party

The immediate parent company of Branded Garden Products Limited is Thompson & Morgan (Group) Limited, incorporated in the United Kingdom. The ultimate parent company is T&M Topco Limited. T&M Topco Limited is the parent undertaking of the smallest and largest group which includes the company for which group financial statements are prepared. Copies of the group financial statements of T&M Topco Limited are available from the registered office; Thompson & Morgan Poplar Lane, Copdock, Ipswich, United Kingdom, IP8 3BU.

There is no ultimate controlling party.

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