Company No:
Contents
| DIRECTOR | Fraser Milne |
| REGISTERED OFFICE | C/O Inverurie Garden Centre |
| Old Meldrum Road | |
| Inverurie | |
| AB51 0TP | |
| United Kingdom |
| COMPANY NUMBER | SC115754 (Scotland) |
| AUDITOR | Hall Morrice LLP |
| Statutory Auditor | |
| 6 & 7 Queens Terrace | |
| Aberdeen | |
| AB10 1XL |
| BANKERS | Royal Bank of Scotland |
| 21 Market Place | |
| Inverurie | |
| Aberdeenshire | |
| AB51 3XQ |
| SOLICITORS | The Kellas Partnership |
| 2-6 High Street | |
| Inverurie | |
| Aberdeenshire | |
| AB51 3XQ |
The director presents their Strategic Report for the financial year ended 31 August 2025.
REVIEW OF THE BUSINESS
The group realised a pre-tax profit of £364,834 (2024 - loss of £172,559). The loss in the prior year arose principally due to a negative revaluation of investment property of £200,563. During the current year, profitability improved as a result of favourable summer weather and reduced local competition, leading to increased demand for the group’s garden centre products.
The group's cash position remains robust, with adequate cash reserves available to meet all known outgoings. Having made due enquiry, the director is satisfied that the level and type of gearing is the most appropriate means of financing the business, mainly due to the long term nature of the portfolio.
The group is engaged in two principal business activities, the first being the operation of a garden centre with machinery department and restaurant, the second is commercial property development in the North East of Scotland. The level of activity has been satisfactory given prevailing economic conditions. The director remains alert to all opportunities to increase sales and reduce costs, whilst maintaining a robust business platform.
RESULTS AND PERFORMANCE
The group enjoys a robust balance sheet with strong reserves.
Despite the current economic conditions in the North East business activity and resultant profits have not been adversely affected.
The director is content that a strong investment property portfolio has been established over the years. The commercial portfolio comprises of seven properties which are let under commercial leases.
KEY PERFORMANCE INDICATORS ('KPIS')
Turnover for the garden centre has increased by approximately 15.7% from £3,465,661 in 2024 to £4,010,978 in 2025 and gross profit percentage in respect of the garden centre trade has remained fairly consistent at around with a small decrease from 48.6% to 46.7%. The director remains vigilant to competitor activity and customer preferences in order to maintain both volume and margin.
The rental income yield has increased in 2025 by 25.6% from £219,574 to £274,550 . The rental income is 5.1% (2024: 4.1%) of the carrying value of investment properties. This increase is due to properties that were previously vacant now being occupied.
PRINCIPAL RISKS AND UNCERTAINTIES
Commercial property market:
The group is exposed to the risk of loss of rental income and a potential fall in the value of investment properties held.
The prominence of the energy industry in the North East of Scotland means the local economy is influenced heavily by the fortunes of that sector. The group's exposure to this risk is high due to the nature of the commercial properties held and the business carried on by its tenants.
The director takes all reasonable steps to ensure that fit and proper tenants occupy the investment properties under suitable lease arrangements. Such approach is designed to minimise the risk of rent loss, and provide sufficient cash flow to meet working capital requirements.
Investment properties are held on a long term basis and the director anticipate that they will appreciate in value over time such that any short term decline in value is temporary.
Seasonality:
Due to the seasonal nature of the majority of products offered by the garden centre, sales levels are affected by changes in external influences such as the weather.
The director mitigates this risk by operating a just in time system for large items of machinery which enables the business to supply items of equipment suitable to the prevailing season without allocating significant amounts of capital into stock and avoiding obsolescence.
In addition, the group seeks to maintain minimum levels of seasonal stock and a varied product mix without compromising customer choice.
OTHER INFORMATION AND EXPLANATIONS
The director's core plan is to maintain the yield generated by the investment properties, whilst seeking further opportunities to add to the portfolio and consolidate the garden centre business.
The group’s principal tenants are primarily large entities with respectable covenants which should offer comfort and, while current economic conditions may result in rental negotiations in order to assist some tenants in the short term, the director anticipates that the overall effect on the group’s rental income will be manageable.
The director acknowledges that the audit report has been qualified by virtue of failing to get an independent valuation undertaken in respect of the trading premises of its subsidiary.
The director is aware of the need to service the existing bank loan and considers that the group enjoys sufficient cash reserves to do so.
Approved by the Board of Directors and signed on its behalf by:
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Fraser Milne
Director |
The director presents this annual report on the affairs of the company and the group, together with the financial statements and auditors’ report, for the financial year ended 31 August 2025.
PRINCIPAL ACTIVITIES
REVIEW OF THE BUSINESS
Turnover for the financial year amounted to £4,285,528 (2024: £3,685,234). The group earned a profit after taxation totalling £268,268 (2024: loss £250,241).
The net current asset position of the group as at the financial year end amounted to £3,006,969 (2024: net current asset £3,053,587).
The net asset position of the group as at the financial year end amounted to £8,537,300 (2024: net asset £8,347,790).
DIVIDENDS
The director paid a dividend of £78,758 in the current financial year (2024: £Nil).
DIRECTOR
The director, who served during the financial year and to the date of this report except as noted, was as follows:
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AUDITOR
Each of the persons who is a director at the date of approval of this report confirms that:
* So far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and
* The director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
Hall Morrice LLP 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 auditors in the absence of an Annual General Meeting.
Approved by and signed by the director:
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Fraser Milne
Director |
The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”. Under company law the director must not approve the financial statements unless the director is satisfied that they give a true and fair view of the state of affairs of the company and group and of the profit or loss of the group for that financial period.
In preparing these financial statements, the director is 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 group will continue in business.
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company and group's transactions and disclose with reasonable accuracy at any time the financial position of the company and group and enable them to ensure that the financial statements comply with the Companies Act 2006. The director is also responsible for safeguarding the assets of the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of FWM Investments Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the financial year ended 31 August 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows, the accounting policies, and the related notes 1 to 22, 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 of FWM Investments Limited (the ‘company’):
* Give a true and fair view of the state of the company and group's affairs as at 31 August 2025 and of the group's profit for the financial year then ended;
* Have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland"; and
* Have been prepared in accordance with the requirements of the Companies Act 2006.
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 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 and 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 director with respect to going concern are described in the relevant sections of this report.
Other information
The director is responsible for the other information. The other information comprises the information in the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
* The information given in the Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
* The Strategic Report and Director's Report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Director's Report. 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 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 director's remuneration specified by law are not made; or
* We have not received all the information and explanations we require for our audit;
Responsibilities of director
As explained more fully in the Director's Responsibilities Statement, the director is 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 director 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 director is responsible for assessing the group and 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 director either intend to liquidate the group and parent company or to cease operations, or have no realistic alternative but to do so.
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.
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.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, 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.
In identifying and assessing the risk of material misstatement due to non-compliance with laws and regulations we have:
* Ensured that the engagement team had the appropriate competence, capabilities and skills to identify or recognise non-compliance with laws and regulations;
* Identified the laws and regulations applicable to the entity through discussions with the director and management and through our own knowledge of the sector;
* Focused on the specific laws and regulations we consider may have a direct effect on the financial statements, including FRS 102, the Companies Act 2006 and tax compliance regulations;
* Focused on the specific laws and regulations we consider may have an indirect effect on the financial statements that are central to the entity's ability to trade including those relating to health and safety, food hygiene, environmental and property compliance matters;
* Reviewed the financial statement disclosures and tested to supporting documentation to assess compliance with applicable laws and regulations;
* Made enquiries of management and inspected legal correspondence; and
* Ensured the engagement team remained alert to instances of non-compliance throughout the audit.
In identifying and assessing the risk of material misstatement due to irregularities, including fraud and how it may occur, and the potential for management bias and the override of controls we have:
* Obtained an understanding of the entity's operations, including the nature of its revenue sources and of its objectives and strategies, to understand the classes of transactions, account balances, expected financial disclosures and business risks that may result in risk of material misstatement;
* Obtained an understanding of the internal controls in place to mitigate risks of irregularities, including fraud;
* Vouched balances and reconciling items in key control account reconciliations to supporting documentation;
* Carried out detailed testing, on a sample basis, to verify the completeness, occurrence, existence and accuracy of transactions and balances;
* Carried out detailed testing to verify the completeness, occurrence, validity, existence and accuracy of income including cut-off testing and ensuring income recognition is in line with stated accounting policies;
* Made enquiries of management as to where they consider there was a susceptibility to fraud, and their knowledge of any actual, suspected or alleged fraud;
* Tested journal entries to identify any unusual transactions;
* Performed analytical procedures to identify any significant or unusual transactions;
* Investigated the business rationale behind any significant or unusual transactions; and
* Evaluated the appropriateness of accounting policies and the reasonableness of accounting estimates.
We did not identify any matters relating to non-compliance with laws and regulations, or relating to fraud.
Because of the inherent limitations of an audit, there is an unavoidable risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. The risk of not detecting a material misstatement due to fraud is inherently more difficult than detecting those that result from error as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. In addition, the further removed any non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.
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.
For and on behalf of
Statutory Auditor
Aberdeen
AB10 1XL
| Note | 2025 | 2024 | ||
| £ | £ | |||
| Turnover | 3 |
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| Cost of sales | (
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| Gross profit |
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| Administrative expenses | (
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| Operating profit/(loss) |
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| Other non-operating loss | 9 |
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| Profit/(loss) before interest and taxation | 321,825 | (251,934) | ||
| Interest receivable and similar income | 4 |
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| Interest payable and similar expenses | 4 | (
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| Profit/(loss) before taxation | 5 |
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| Tax on profit/(loss) | 8 | (
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| Profit/(loss) for the financial year |
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| Other comprehensive income | 0 | 0 | ||
| Total comprehensive income/(loss) |
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| Total comprehensive income/(loss) attributable to: | ||||
| Owners of the parent |
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| Non-controlling interests |
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| 268,268 | (250,241) |
| Note | 2025 | 2024 | ||
| £ | £ | |||
| Fixed assets | ||||
| Intangible assets | 11 |
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| Tangible assets | 12 |
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| Investment property | 13 |
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| 7,451,060 | 7,398,262 | |||
| Current assets | ||||
| Stocks | 15 |
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| Debtors | 16 |
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| Cash at bank and in hand |
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| 4,350,246 | 4,659,317 | |||
| Creditors: amounts falling due within one year | 17 | (
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| Net current assets | 3,006,969 | 3,053,587 | ||
| Total assets less current liabilities | 10,458,029 | 10,451,849 | ||
| Creditors: amounts falling due after more than one year | 18 | (
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| Provision for liabilities | 19 | (
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| Net assets | 8,537,300 | 8,347,790 | ||
| Capital and reserves | 20 | |||
| Called-up share capital |
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| Profit and loss account |
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| Equity attributable to owners of the parent company | 8,103,835 | 7,949,994 | ||
| Non-controlling interests |
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| 8,537,300 | 8,347,790 |
The financial statements of FWM Investments Limited (registered number:
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Fraser Milne
Director |
| Note | 2025 | 2024 | ||
| £ | £ | |||
| Fixed assets | ||||
| Tangible assets | 12 |
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| Investment property | 13 |
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| Investments | 14 |
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| 5,544,096 | 5,473,010 | |||
| Current assets | ||||
| Debtors | 16 |
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| Cash at bank and in hand |
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| 2,210,631 | 2,399,369 | |||
| Creditors: amounts falling due within one year | 17 | (
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| Net current assets | 1,830,040 | 2,003,461 | ||
| Total assets less current liabilities | 7,374,136 | 7,476,471 | ||
| Creditors: amounts falling due after more than one year | 18 | (
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| Provision for liabilities | 19 | (
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| Net assets | 6,292,351 | 6,290,574 | ||
| Capital and reserves | 20 | |||
| Called-up share capital |
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| Profit and loss account |
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| Total shareholder's funds | 6,292,351 | 6,290,574 |
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit of the parent company was £80,535 (2024: loss of £24,440).
The financial statements of FWM Investments Limited (registered number:
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Fraser Milne
Director |
| Called-up share capital | Profit and loss account | Equity attributable to owners of parent company | Non-controlling interests | Total | |||||
| £ | £ | £ | £ | £ | |||||
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| Dividends paid on equity shares (note 10) |
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| At 31 August 2025 |
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| Called-up share capital | Profit and loss account | Total | |||
| £ | £ | £ | |||
| At 01 September 2023 |
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| Loss for the financial year |
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| At 31 August 2024 |
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| At 01 September 2024 |
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| Profit for the financial year |
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| Total comprehensive income |
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| Dividends paid on equity shares (note 10) |
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| At 31 August 2025 |
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| 2025 | 2024 | ||
| £ | £ | ||
| Operating profit/(loss) |
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| Adjustment for: | |||
| Depreciation and amortisation |
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| Operating cash flows before movement in working capital |
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| Decrease in stocks |
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| (Increase)/decrease in debtors | (
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| Cash generated by operations |
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| Income taxes paid | (
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| Cash flows from investing activities | |||
| Purchase of plant and machinery | (
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| Interest received |
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| Purchase of investment property | (71,342) | 0 | |
| Proceeds from other investments and loans | 28,336 | 101,431 | |
| Net cash flows from investing activities |
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| Cash flows from financing activities | |||
| Repayments of borrowings | (
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| Repayment of preference shares | (80,000) | (584,975) | |
| Payment of finance leases obligations | (8,870) | (1,769) | |
| Repayment of bank loans | (177,456) | (174,898) | |
| Dividends paid to equity shareholders | (78,758) | 0 | |
| Net cash flows from financing activities | (
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| Net (decrease) in cash and cash equivalents | (
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| Reconciliation to cash at bank and in hand: | |||
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The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.
FWM Investments Limited (the group) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in Scotland. The address of the group's registered office is C/O Inverurie Garden Centre, Old Meldrum Road, Inverurie, AB51 0TP, United Kingdom. These financial statements comprise the consolidated financial statements of the company and its subsidiary undertakings (together referred to as "the Group").
The principal activities are set out in the Strategic Report.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain items at fair value, and in accordance with Financial Reporting Standard 102 (FRS 102) applicable in the UK and Republic of Ireland issued by the Financial Reporting Council and the requirements of the Companies Act 2006.
The financial statements are presented in pounds sterling which is the functional currency of the group and rounded to the nearest £.
FWM Investments Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it. Exemptions have been taken in relation to share-based payments, financial instruments, presentation of a Cash Flow Statement and remuneration of key management personnel.
At the time of approving the financial statements, the director has a reasonable expectation that the Company has adequate resources to continue in operational existence for at least twelve months from the date of signing the financial statements. Thus the director has continued to adopt the going concern basis of accounting in preparing the financial statements.
The consolidated group financial statements consist of the financial statements of the parent company FWM Investments Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 August 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
The cost of a business combination is measured at fair value, at the acquisition date, of assets given, liabilities incurred or assumed, and equity instruments issued plus any costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.
The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably. If the potential consideration subsequently becomes probably and reliable the additional consideration will be treated as an adjustment. Similarly if expected events do not occur the estimate will be adjusted accordingly.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that will be assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
Exchange differences are recognised in the Statement of Comprehensive Income in the period in which they arise except for:
* exchange differences on transactions entered into to hedge certain foreign currency risks (see above); and
* exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
Short term benefits
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Defined contribution schemes
For defined contribution schemes the amounts charged to the Statement of Comprehensive Income in respect of pension costs and other post-retirement benefits are the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are shown as either accruals or prepayments in the Balance Sheet.
Other long-term employee benefits are measured at the present value of the benefit obligation at the reporting date.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the Balance Sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the Balance Sheet date. Timing differences are differences between the group's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
When the amount that can be deducted for tax for an asset that is recognised in a business combination is less (more) than the value at which it is recognised, a deferred tax liability (asset) is recognised for the additional tax that will be paid (avoided) in respect of that difference. Similarly, a deferred tax asset (liability) is recognised for the additional tax that will be avoided (paid) because of a difference between the value at which a liability is recognised and the amount that will be assessed for tax.
Deferred tax liabilities are recognised for timing differences arising from investments in subsidiaries and associates, except where the group is able to control the reversal of the timing difference and it is probable that it will not reverse in the foreseeable future.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date that are expected to apply to the reversal of the timing difference. Deferred tax relating to property, plant and equipment is measured using the revaluation model and investment property is measured using the tax rates and allowances that apply to the sale of the asset.
Where items recognised in the Statement of Comprehensive Income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income.
Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts and the group intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset only if: a) the group has a legally enforceable right to set off current tax assets against current tax liabilities; and b) the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on the group and the group intends either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
| Computer software |
|
| Negative goodwill |
|
Goodwill recognised on the acquisition of subsidiary was negative and has been fully written down.
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.
| Land and buildings | not depreciated |
| Plant and machinery etc. |
|
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.
The group as lessee
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.
The group as lessor
Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.
Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Comprehensive Income as described below.
Non-financial assets
If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Financial assets
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
Investment property is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at each reporting date with changes in fair value recognised in profit or loss. Deferred taxation is provided on these gains at the rate expected to apply when the property is sold.
The fair value is determined annually by external valuers and derived from current market rent and investment property yields for comparable real estate, adjusted if necessary, for any difference in nature, location or condition of the specific property.
Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.
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.
Financial assets and financial liabilities are recognised when the group becomes a party to the contractual provisions of the instrument.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the group intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the group transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the group, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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. Financial liabilities classified as payable within one year are not amortised.
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. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments
Equity instruments issued by the group are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
In the application of the group’s accounting policies, which are described in note 1, the director is required to make judgements, estimates and assumptions about the carrying amounts 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 financial year in which the estimate is revised if the revision affects only that period, or in the financial year
of the revision and future periods if the revision affects both current and future periods.
On an annual basis the director review the carrying value of the freehold property and investment properties for evidence of impairments and fair value fluctuations respectively. The director have experience in commercial properties in the local area and have a good understanding of the commercial property market in the North East of Scotland. Various factors are considered by the director whilst carrying out their review, such as the properties' current state of repair, the commercial property market in the North East of Scotland and general market conditions in the local area.
Where the director believe the value of the freehold property is less than its carrying value an impairment charge will be recognised in the accounts. Where the director believe the fair value of the investment property is less than the carrying value, a fair value adjustments will be recognised in the accounts.
Stock held for resale is valued at the lower of cost and net realisable value. Realisable value includes, where necessary, a provision for slow moving and obsolete stock. Calculation of provision requires judgements to be made, which include forecast consumer demand, the economic environment in which the company operate, and stock shrinkage trends.
The annual depreciation charge for tangible fixed assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. Determination of appropriate useful economic lives is a key judgement and the useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.
Turnover represents the fair value of goods/services provided to customers during the financial year excluding value added tax.
Breakdown by business class
An analysis of the group's turnover by class of business is set out below.
| 2025 | 2024 | ||
| £ | £ | ||
| Property business income | 274,550 | 219,574 | |
| Garden centre income | 4,010,978 | 3,465,660 | |
| 4,285,528 | 3,685,234 |
Turnover is wholly attributable to the principal activity of the group and arises solely within the United Kingdom.
| 2025 | 2024 | ||
| £ | £ | ||
| Interest receivable and similar income |
|
|
|
| Interest payable and similar expenses | (
|
(
|
|
| 43,009 | 79,375 |
Interest receivable and similar income
| 2025 | 2024 | ||
| £ | £ | ||
| Bank interest |
|
|
Interest payable and similar expenses
| 2025 | 2024 | ||
| £ | £ | ||
| Bank loans and overdrafts | (
|
(
|
|
| Finance leases and hire purchase contracts | (
|
(
|
|
| Other interest payable and similar expense | (
|
(
|
|
| (
|
(
|
Profit/(loss) before taxation is stated after charging/(crediting):
| 2025 | 2024 | ||
| £ | £ | ||
| Depreciation of tangible fixed assets (note 12) |
|
|
|
| Amortisation of intangible assets (note 11) |
|
|
|
| Fees payable to the company's auditor for the audit of the company's financial statements |
|
|
| Group | Group | ||
| 2025 | 2024 | ||
| Number | Number | ||
| The average monthly number of employees (including directors) was: | |||
| Director |
|
|
|
| Garden centre operations |
|
|
|
|
|
|
Their aggregate remuneration comprised:
| Group | Group | ||
| 2025 | 2024 | ||
| £ | £ | ||
| Wages and salaries |
|
|
|
| Social security costs |
|
|
|
| Other retirement benefit costs |
|
|
|
| 1,266,275 | 1,283,214 |
The company had 1 employee during the year (prior year 2024: 1).
| 2025 | 2024 | ||
| £ | £ | ||
| Director's emoluments |
|
|
|
| Company contributions to money purchase pension schemes |
|
|
|
| 44,977 | 91,524 |
| 2025 | 2024 | ||
| Number | Number | ||
| Members of a defined benefit pension scheme |
|
|
| 2025 | 2024 | ||
| £ | £ | ||
| Current tax on profit/(loss) | |||
| UK corporation tax |
|
|
|
| Adjustments in respect of prior years | |||
| UK corporation tax | (
|
(
|
|
| Total current tax | (
|
(
|
|
| Deferred tax | |||
| Origination and reversal of timing differences |
|
|
|
| Effect of increase in tax rate on opening liability |
|
|
|
| Total deferred tax |
|
|
|
| Total tax on profit/(loss) |
|
|
The tax assessed for the year is higher than (2024: higher than) the standard rate of corporation tax in the UK:
| 2025 | 2024 | ||
| £ | £ | ||
| Profit/(loss) before taxation | 364,834 | (172,559) | |
| Tax on profit/(loss) at standard UK corporation tax rate of 25% (2024: 25%) |
|
(
|
|
| Effects of: | |||
| Expenses not deductible for tax purposes |
|
|
|
| Adjustments in respect of prior years | (
|
|
|
| Fixed asset timing differences | 685 | 0 | |
| Other permanent differences | 2,200 | 136 | |
| Tax at marginal rate | 0 | 17,522 | |
| Total tax charge for year | 96,566 | 77,682 |
| 2025 | 2024 | ||
| £ | £ | ||
| Movement in fair value of investment properties | 0 | 200,563 |
| 2025 | 2024 | ||
| £ | £ | ||
| Amounts recognised as distributions to equity holders in the financial year: | |||
| Final dividend for the financial year ended 31 August 2025 of £787.58 (2024: £Nil) per ordinary share | 78,758 | 0 | |
Group
| Computer software | Negative goodwill | Total | |||
| £ | £ | £ | |||
| Cost | |||||
| At 01 September 2024 |
|
(
|
(
|
||
| At 31 August 2025 |
|
(
|
(
|
||
| Accumulated amortisation | |||||
| At 01 September 2024 |
|
(
|
(
|
||
| Charge for the financial year |
|
|
|
||
| At 31 August 2025 |
|
(
|
(
|
||
| Net book value | |||||
| At 31 August 2025 |
|
|
|
||
| At 31 August 2024 |
|
|
|
Group
| Land and buildings |
Plant and machinery etc. | Total | |||
| £ | £ | £ | |||
| Cost/Valuation | |||||
| At 01 September 2024 |
|
|
|
||
| Additions |
|
|
|
||
| Disposals |
|
(
|
(
|
||
| At 31 August 2025 |
|
|
|
||
| Accumulated depreciation | |||||
| At 01 September 2024 |
|
|
|
||
| Charge for the financial year |
|
|
|
||
| Disposals |
|
(
|
(
|
||
| At 31 August 2025 |
|
|
|
||
| Net book value | |||||
| At 31 August 2025 | 1,900,000 | 43,096 | 1,943,096 | ||
| At 31 August 2024 | 1,900,000 | 60,423 | 1,960,423 |
Company
| Plant and machinery etc. | Total | ||
| £ | £ | ||
| Cost/Valuation | |||
| At 01 September 2024 |
|
|
|
| At 31 August 2025 |
|
|
|
| Accumulated depreciation | |||
| At 01 September 2024 |
|
|
|
| Charge for the financial year |
|
|
|
| At 31 August 2025 |
|
|
|
| Net book value | |||
| At 31 August 2025 | 0 | 0 | |
| At 31 August 2024 | 256 | 256 |
Revaluation of tangible assets
The Freehold property was revalued by independent valuers, Shepherd Commercial, on 4 December 2024. The directors consider this to represent a fair and accurate valuation of the properties as at 31 August 2025.
The following assets are carried at valuation. If the assets were measured using the cost model, the carrying amounts would be as follows:
| Group | Group | ||
| 2025 | 2024 | ||
| £ | £ | ||
| Carrying value |
|
|
Group
| Investment property | |
| £ | |
| Valuation | |
| As at 01 September 2024 |
|
| Additions | 71,342 |
| As at 31 August 2025 |
|
Company
| Investment property | |
| £ | |
| Valuation | |
| As at 01 September 2024 |
|
| Additions | 71,342 |
| As at 31 August 2025 |
|
Valuation
Valuations of four of the companies investment properties were undertaken in February 2022 by J&E Shepherd, Chartered Surveyors. The carrying value of such properties has been adjusted to reflect the market value as at 20 February 2022.
There are three other properties held by the business, one of which was purchased by the company in April 2022 so the consideration paid is reflective of the current, market value of the priority. The remaining two properties were subject to revaluation on 9 February 2019. Based upon the director's knowledge of the local commercial property market as at 31 August 2025, the board considers the carrying value of those investment properties to be reflected in the financial statements at a fair value.
Leasing arrangements
At the balance sheet date, the group had contracted with tenants for the following future minimum lease payments:
| Group | Group | Company | Company | ||||
| 2025 | 2024 | 2025 | 2024 | ||||
| £ | £ | £ | £ | ||||
| - within one year | 217,332 | 229,749 | 217,332 | 229,749 | |||
| - between one and five years | 663,591 | 560,564 | 663,591 | 560,564 | |||
| - after five years | 294,474 | 312,986 | 294,474 | 312,986 |
At the balance sheet date, the company had contracted with tenants for the above future minimum lease payments.
The operating leases represent leases of commercial and residential properties to third parties. The leases are negotiated over terms of 5 to 20 years. The majority of leases include a provision for five-yearly upward rent reviews according to prevailing market conditions
Group
| Total | |
| £ | |
| Cost or valuation before impairment | |
| At 01 September 2024 |
|
| At 31 August 2025 |
|
| Carrying value at 31 August 2025 |
|
| Carrying value at 31 August 2024 |
|
Company
| Investments in subsidiaries | Total | ||
| £ | £ | ||
| Cost or valuation before impairment | |||
| At 01 September 2024 |
|
|
|
| At 31 August 2025 |
|
|
|
| Carrying value at 31 August 2025 |
|
|
|
| Carrying value at 31 August 2024 |
|
|
Investments in subsidiaries
The company had the following subsidiary undertaking:
| Name of entity | Registered office | Principal activity | Class of shares |
Ownership 31.08.2025 |
Ownership 31.08.2024 |
Held |
|
|
Oldmeldrum Road, Inverurie, Aberdeenshire, AB51 0TP | Garden centre and machinery sales business |
|
|
|
Direct |
| Group | Group | ||
| 2025 | 2024 | ||
| £ | £ | ||
| Stocks |
|
|
| Group | Group | Company | Company | ||||
| 2025 | 2024 | 2025 | 2024 | ||||
| £ | £ | £ | £ | ||||
| Trade debtors |
|
|
|
|
|||
| Amounts owed by own subsidiaries (note 22) |
|
|
|
|
|||
| Corporation tax |
|
|
|
|
|||
| Other debtors |
|
|
|
|
|||
| Prepayments |
|
|
|
|
|||
| Amounts owed by director (note 22) |
|
|
|
|
|||
|
|
|
|
|
| Group | Group | Company | Company | ||||
| 2025 | 2024 | 2025 | 2024 | ||||
| £ | £ | £ | £ | ||||
| Bank loans (secured) |
|
|
|
|
|||
| Obligations under finance leases and hire purchase contracts (secured) |
|
|
|
|
|||
| Director loans (note 22) |
|
|
|
|
|||
| Trade creditors |
|
|
|
|
|||
| Amounts owed to group undertakings (note 22) |
|
|
|
|
|||
| Corporation tax |
|
|
|
|
|||
| Payroll taxes payable |
|
|
|
|
|||
| VAT |
|
|
|
|
|||
| Accruals |
|
|
|
|
|||
| Non-cumulative redeemable preference shares |
|
|
|
|
|||
| Other creditors |
|
|
|
|
|||
|
|
|
|
|
| Group | Group | Company | Company | ||||
| 2025 | 2024 | 2025 | 2024 | ||||
| £ | £ | £ | £ | ||||
| Bank loans and overdrafts (secured) |
|
|
|
|
|||
| Obligations under finance leases and hire purchase contracts (secured) |
|
|
|
|
|||
| Other loans |
|
|
|
|
|||
| Non-cumulative redeemable preference shares |
|
|
|
|
|||
|
|
|
|
|
The long-term loans are secured by fixed charges over the freehold property and investment properties held by the group, and floating charges over the assets of the group.
FWM Investments Limited has provided security to the bank in respect of the bank loan held by FWM Limited, by way of a standard security over its investment properties and a floating charge over the company's assets.
The group has long term bank loans with the Royal Bank of Scotland. These loans are secured and interest is charged at 2.15% - 2.75% over LIBOR. The term of the loans vary from 1 to 5 years.
| Bank loans | |||||||
| Group | Group | Company | Company | ||||
| 2025 | 2024 | 2025 | 2024 | ||||
| £ | £ | £ | £ | ||||
| Between one and two years |
|
|
|
|
|||
| Between two and five years |
|
|
|
|
|||
| After five years |
|
|
|
|
|||
|
|
|
|
|
||||
| On demand or within one year |
|
|
|
|
|||
| 952,329 | 1,127,141 | 952,329 | 1,020,949 |
| Finance leases | |||||||
| Group | Group | Company | Company | ||||
| 2025 | 2024 | 2025 | 2024 | ||||
| £ | £ | £ | £ | ||||
| Between one and two years |
|
|
|
|
|||
| Between two and five years |
|
|
|
|
|||
| After five years |
|
|
|
|
|||
|
|
|
|
|
||||
| On demand or within one year |
|
|
|
|
|||
| 7,361 | 16,231 | 0 | 0 |
| Director loans | |||||||
| Group | Group | Company | Company | ||||
| 2025 | 2024 | 2025 | 2024 | ||||
| £ | £ | £ | £ | ||||
| Between one and two years |
|
|
|
|
|||
| Between two and five years |
|
|
|
|
|||
| After five years |
|
|
|
|
|||
|
|
|
|
|
||||
| On demand or within one year |
|
|
|
|
|||
| 0 | 0 | 49,746 | 0 |
| Total borrowings including finance leases | |||||||
| Group | Group | Company | Company | ||||
| 2025 | 2024 | 2025 | 2024 | ||||
| £ | £ | £ | £ | ||||
| Between one and two years |
|
|
|
|
|||
| Between two and five years |
|
|
|
|
|||
|
|
|
|
|
||||
| On demand or within one year |
|
|
|
|
|||
| 959,690 | 1,143,372 | 1,002,075 | 1,020,949 |
Group
| Deferred taxation | Total | ||
| £ | £ | ||
| At 01 September 2024 |
|
242,791 | |
| Charged to the Profit and Loss Account |
|
99,284 | |
| At 31 August 2025 |
|
342,075 | |
Deferred tax
| 2025 | 2024 | ||
| £ | £ | ||
| Accelerated capital allowances |
|
|
|
| Tax losses available | (
|
(
|
|
| Other timing differences |
|
|
|
| Provision for deferred tax |
|
|
| 2025 | 2024 | ||
| £ | £ | ||
| Allotted, called-up and fully-paid | |||
|
|
|
|
|
| Presented as follows: | |||
| Called-up share capital presented as equity | 100 | 100 | |
| Called-up share capital presented as liability | 1,034,925 | 1,114,925 | |
| 1,035,025 | 1,115,025 |
The profit and loss reserve represents cumulative profits or losses, including unrealised profit on the remeasurement of investment properties, net of dividends paid and other adjustments.
Preference Shares:
The preference shares are non-voting and rank pari-passu in all other aspects with the ordinary shares. Such shares have been classified as long term liabilities. Preference shareholders are entitled to an annual fixed dividend.
The preference shares are redeemable either in full, or in tranches of not less than 8,900 shares, at the option of the company. The preference shareholders have the option of seeking redemption in tranches of not less than 4,450 shares and not more than 8,900 shares in any 12 month period. The amount payable on redemption is £38.20 per share, representing the par value of £1 together with a premium of £37.20.
Included in current liabilities is the maximum liability relating to the redemption of these shares that could be initiated by the preference shareholders in the next 12 months. The remaining redemption liability has been included in long term liabilities.
| Balance at 01 September 2024 | Cash flows | Balance at 31 August 2025 | |||
| £ | £ | £ | |||
| Cash at bank and in hand | 2,871,822 | ( 276,801) | 2,595,021 | ||
| Borrowings excluding overdrafts | ( 2,363,508) | 723,595 | ( 1,639,913) | ||
| Obligations under finance leases | ( 16,231) | 8,870 | ( 7,361) | ||
| 492,083 | 455,664 | 947,747 | |||
| Net debt |
|
455,664 |
|
The group has availed of the exemption provided in FRS 102 Section 33 Related Party Disclosures not to disclose transactions entered into with fellow group companies that are wholly owned within the group of companies of which the group is a wholly owned member.
Transactions with related parties or connected persons
Amounts owed to connected persons
| 2025 | 2024 | ||
| £ | £ | ||
| Amounts due to other related parties |
|
157,003 |
Transactions with the entity’s director (or members of its governing body)
Amounts owed by director
| 2025 | 2024 | ||
| £ | £ | ||
| Director's Loan Account |
|
|
This loan is interest free with no set repayment terms.