REGISTERED NUMBER: 13556163 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 30 September 2025

for

Bell Plantation Holdings Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Consolidated Statement of Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

DIRECTORS:

A R Warren

F R Warren

S L Warren

S L Gee

J H Warren

L D Warren

REGISTERED OFFICE:

Bell Plantation

Watling Street

Towcester

NN12 6GX

REGISTERED NUMBER:

13556163 (England and Wales)

AUDITORS:

Affinia

Henge Barn

Pury Hill Business Park

Alderton Road

Towcester

Northamptonshire

NN12 7LS

The directors present their strategic report of the company and the group for the year ended 30 September 2025.

REVIEW OF BUSINESS

The directors are very satisfied with the performance of the Group during the year, with turnover increasing by 11.1%. Gross profit margin has also increased by 1.8%, which is encouraging given the inflationary pressures faced during the year.

Overall the directors are pleased with the financial performance and these results, with significant credit due to the management and all staff throughout the Group.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors consider that the Group and Company has potential risks and uncertainties similar to those faced by other companies in the sector, namely retaining the loyalty of its customers and suppliers. For customers this is addressed by maintaining a constant focus on quality of product and high service levels. Supply risk is managed by maintaining good business relationships with suppliers.

The Group and Company finances its operations through bank loans and retained earnings. It has comfortable interest cover but is aware of interest rate risk and liaises regularly with the bank regarding the interest rates on the bank loans.

FINANCIAL INSTRUMENTS

The Group and Company does not actively use financial instruments as part of its risk management. It is exposed to the usual credit risk and cash flow risk associated with the sector.

FUTURE DEVELOPMENTS

The directors consider that the company's market place will remain competitive for the foreseeable future. However they believe that with its quality product, high level of service and strong management team, the Group and Company is well placed to take advantage of every opportunity during that time.

ON BEHALF OF THE BOARD:

F R Warren - Director

15 May 2026

The directors present their report with the financial statements of the company and the group for the year ended 30 September 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of a retail garden centre and commercial property landlord.

DIVIDENDS

The total distribution of the dividends for the year ended 30 September 2025 will be £231,804 (2024 - £279,580)

DIRECTORS

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

A R Warren

F R Warren

S L Warren

S L Gee

J H Warren

L D Warren

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

ON BEHALF OF THE BOARD:

F R Warren - Director

15 May 2026

Opinion

We have audited the financial statements of Bell Plantation Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

The capability to detect irregularities is based on the auditor identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error, and then designing and performing audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

a) 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, the following approach was taken:

-

Understanding the nature of the industry and sector, control environment and business performance;

-

Consideration of the results of our enquiries of management and those charged with governance about their own identification and assessment of the risks of irregularities;

-

Understanding the group and the parent company's policies and procedures on compliance with laws and regulations and management of fraud risk, including documentation of instances of non-compliance of laws and regulations and instances of actual, suspected or alleged fraud;

-

Consideration of matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud;

-

Understanding the legal and regulatory frameworks that the group operates in through enquires of management and those charged with governance and understanding the group's industry and sector. The key laws and regulations that were considered to have an effect on material amounts and disclosures in the financial statements included the Companies Act and tax legislation.

b) Audit response to risks identified

Based on this understanding, the following audit procedures were designed and performed to respond to the risks identified:

-

Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations described as having a direct effect on the financial statement;

-

Enquiring of management, those charged with governance and, where applicable, the group's solicitors concerning actual and potential litigation and claims;

-

Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

-

Reviewing minutes of meetings of those charged with governance and, where applicable, correspondence with regulators;

-

Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness and evaluating the business rationale of significant transactions outside the normal course of business;

-

Communication of potential fraud risks to all engagement team members and remaining alert to any indications of fraud or non compliance with laws and regulations throughout the audit.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of

instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Use of our report

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

Mr Keith Witchell (Senior Statutory Auditor)

for and on behalf of Affinia

Henge Barn

Pury Hill Business Park

Alderton Road

Towcester

Northamptonshire

NN12 7LS

19 May 2026

TURNOVER

3

6,493,784

5,847,110

Cost of sales

(4,338,820

)

(4,013,929

)

GROSS PROFIT

2,154,964

1,833,181

Administrative expenses

(1,300,306

)

(1,229,009

)

854,658

604,172

Other operating income

797,269

745,395

OPERATING PROFIT

5

1,651,927

1,349,567

Interest receivable and similar income

14,685

13,436

1,666,612

1,363,003

Interest payable and similar expenses

6

(459,328

)

(539,362

)

PROFIT BEFORE TAXATION

1,207,284

823,641

Tax on profit

7

(317,105

)

(189,458

)

PROFIT FOR THE FINANCIAL YEAR

890,179

634,183

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

890,179

634,183

Profit attributable to:

Owners of the parent

890,179

634,183

Total comprehensive income attributable to:

Owners of the parent

890,179

634,183

FIXED ASSETS

Tangible assets

10

9,210,791

9,107,472

Investments

11

-

-

Investment property

12

3,062,368

3,062,368

12,273,159

12,169,840

CURRENT ASSETS

Stocks

13

1,100,041

967,106

Debtors

14

119,251

155,452

Cash at bank and in hand

711,281

598,105

1,930,573

1,720,663

CREDITORS

Amounts falling due within one year

15

(3,512,161

)

(3,448,290

)

NET CURRENT LIABILITIES

(1,581,588

)

(1,727,627

)

TOTAL ASSETS LESS CURRENT LIABILITIES

10,691,571

10,442,213

CREDITORS

Amounts falling due after more than one year

16

(6,031,548

)

(6,474,211

)

PROVISIONS FOR LIABILITIES

20

(495,075

)

(461,429

)

NET ASSETS

4,164,948

3,506,573

CAPITAL AND RESERVES

Called up share capital

21

102

102

Fair value reserve

22

934,400

934,400

Retained earnings

22

3,230,446

2,572,071

SHAREHOLDERS' FUNDS

4,164,948

3,506,573

The financial statements were approved by the Board of Directors and authorised for issue on 15 May 2026 and were signed on its behalf by:

F R Warren - Director

FIXED ASSETS

Tangible assets

10

8,378,534

8,354,065

Investments

11

101

101

Investment property

12

3,062,368

3,062,368

11,441,003

11,416,534

CURRENT ASSETS

Debtors

14

127,350

72,188

Cash at bank

83,721

56,694

211,071

128,882

CREDITORS

Amounts falling due within one year

15

(2,593,354

)

(2,596,066

)

NET CURRENT LIABILITIES

(2,382,283

)

(2,467,184

)

TOTAL ASSETS LESS CURRENT LIABILITIES

9,058,720

8,949,350

CREDITORS

Amounts falling due after more than one year

16

(5,950,886

)

(6,264,217

)

PROVISIONS FOR LIABILITIES

20

(400,609

)

(387,433

)

NET ASSETS

2,707,225

2,297,700

CAPITAL AND RESERVES

Called up share capital

21

102

102

Fair value reserve

22

934,400

934,400

Retained earnings

22

1,772,723

1,363,198

SHAREHOLDERS' FUNDS

2,707,225

2,297,700

Company's profit for the financial year

641,329

552,318

The financial statements were approved by the Board of Directors and authorised for issue on 15 May 2026 and were signed on its behalf by:

F R Warren - Director

Called up

Fair

share

Retained

value

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 October 2023

102

2,217,468

934,400

3,151,970

Changes in equity

Dividends

-

(279,580

)

-

(279,580

)

Total comprehensive income

-

634,183

-

634,183

Balance at 30 September 2024

102

2,572,071

934,400

3,506,573

Changes in equity

Dividends

-

(231,804

)

-

(231,804

)

Total comprehensive income

-

890,179

-

890,179

Balance at 30 September 2025

102

3,230,446

934,400

4,164,948

Called up

Fair

share

Retained

value

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 October 2023

102

1,090,460

934,400

2,024,962

Changes in equity

Dividends

-

(279,580

)

-

(279,580

)

Total comprehensive income

-

552,318

-

552,318

Balance at 30 September 2024

102

1,363,198

934,400

2,297,700

Changes in equity

Dividends

-

(231,804

)

-

(231,804

)

Total comprehensive income

-

641,329

-

641,329

Balance at 30 September 2025

102

1,772,723

934,400

2,707,225

Cash flows from operating activities

Cash generated from operations

1

2,007,983

1,398,299

Interest paid

(459,011

)

(538,411

)

Interest element of hire purchase payments paid

(317

)

(951

)

Tax paid

(236,083

)

(139,222

)

Net cash from operating activities

1,312,572

719,715

Cash flows from investing activities

Purchase of tangible fixed assets

(381,431

)

(132,200

)

Interest received

14,685

13,436

Net cash from investing activities

(366,746

)

(118,764

)

Cash flows from financing activities

Loan repayments in year

(439,224

)

(343,743

)

Capital repayments in year

(4,187

)

(10,048

)

Amount introduced by directors

101,194

1,008,350

Amount withdrawn by directors

(258,629

)

(1,099,088

)

Equity dividends paid

(231,804

)

(279,580

)

Net cash from financing activities

(832,650

)

(724,109

)

Increase/(decrease) in cash and cash equivalents

113,176

(123,158

)

Cash and cash equivalents at beginning of year

2

598,105

721,263

Cash and cash equivalents at end of year

2

711,281

598,105

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

30.9.25

30.9.24

£

£

Profit before taxation

1,207,284

823,641

Depreciation charges

278,113

305,806

Finance costs

459,328

539,362

Finance income

(14,685

)

(13,436

)

1,930,040

1,655,373

Increase in stocks

(132,935

)

(46,204

)

Decrease/(increase) in trade and other debtors

36,201

(40,243

)

Increase/(decrease) in trade and other creditors

174,677

(170,627

)

Cash generated from operations

2,007,983

1,398,299

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 September 2025

30.9.25

1.10.24

£

£

Cash and cash equivalents

711,281

598,105

Year ended 30 September 2024

30.9.24

1.10.23

£

£

Cash and cash equivalents

598,105

721,263

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.10.24

Cash flow

At 30.9.25

£

£

£

Net cash

Cash at bank and in hand

598,105

113,176

711,281

598,105

113,176

711,281

Debt

Finance leases

(4,187

)

4,187

-

Debts falling due within 1 year

(375,190

)

(3,439

)

(378,629

)

Debts falling due after 1 year

(6,474,211

)

442,663

(6,031,548

)

(6,853,588

)

443,411

(6,410,177

)

Total

(6,255,483

)

556,587

(5,698,896

)

1.	STATUTORY INFORMATION

Bell Plantation Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Going concern

The financial statements of the Group and Company have been prepared on a going concern basis. The balance sheet for both the Group and Company show net current liabilities as at 30 September 2025. Included in creditors is directors loan accounts of £1,950,003 (2024 - £2,074,038) and the directors have confirmed their intention to continue to support the Group and Company for the foreseeable future.

Basis of consolidation

The consolidated financial statements present the results of the company and its subsidiaries (the "Group") as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

On 31 March 2022, following a share for share exchange, Bell Plantation Holdings Limited became the new parent company of Bell Plantation (Garden Centre) Limited.

The introduction of the new holding company constitutes a group reconstruction and has been accounted for using merger accounting principles. Therefore, although the Group reconstruction did not become effective until 31 March 2022, the consolidated financial statements of Bell Plantation Holdings Limited are presented as if the new group had always been in existence.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Critical accounting judgements and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

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

i) Useful economic lives of tangible assets

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of assets. The useful economic lives and residual values are reviewed annually. They are amended when necessary to reflect current accounting estimates, based on technological advancements, future investments, economic utilisation and the physical condition of the assets.

Turnover

Turnover is measured at fair value of the consideration received or receivable and represents the amount receivable for goods supplied or services rendered, net of returns, discounts and rebates allowed by the company and Valued Added Tax.

The company recognises turnover when the following criteria have been met:

i) Sale of goods

Revenue from the sale of goods is recognised when :

(a) the significant risks and rewards of ownership have been transferred to the buyer;

(b) the company retains no ongoing involvement or control over the goods;

(c) the revenue can be reliably measured;

(d) it is probable that the Company will receive the consideration due under the transaction; and

(e) the costs incurred in respect of the transaction can be reliably measured.

Tangible fixed assets

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

Freehold property

-

2% on cost

Improvements to property

-

10% on cost and 4% on cost

Plant and machinery

-

20% on cost

Fixtures and fittings

-

Straight line over 7 years

Motor vehicles

-

25% on reducing balance

Computer equipment

-

20% on cost

Freehold land is not depreciated.

Tangible fixed assets are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

The expected useful lives of assets are reviewed and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively.

Investment property

Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.