REGISTERED NUMBER: 06298752 (England and Wales)

HONEY BROTHERS LIMITED

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE PERIOD 1 JANUARY 2024 TO 30 DECEMBER 2024

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

14

DIRECTORS:

A Stoppelmann

J M Warner

J Morris

SECRETARY:

Spurling Cannon Secretaries Limited

REGISTERED OFFICE:

King Arthurs Court

Maidstone Road

Charing

Ashford

Kent

TN27 0JS

REGISTERED NUMBER:

06298752 (England and Wales)

AUDITORS:

Spurling Cannon Audit Limited

424 Margate Road

Westwood

Ramsgate

Kent

CT12 6SJ

The directors present their strategic report for the period 1 January 2024 to 30 December 2024.

REVIEW OF BUSINESS

The results for the company for the year shows a turnover of £14.3m (period to December 2023: £13.1m) and a pre-tax profit of £297k (£373k).

For the 12-month period to 30/12/2024 there was a greater than 10% increase in turnover compared to the previous 12 month period. The growth can mainly be attributed the bankruptcy of a major competitor, F.R. Jones and the transfer of TreeKit stock and related activities into Honey Brothers during the year.Honey Brothers acquired the customer list of F.R. Jones in the back half of 2023, seeing growth from new customers through direct marketing efforts.

In the first full year as a subsidiary of VSG, Honey Brothers Limited began to realize benefits from better buying power and an extended range of available products to the industry. With this new access, the business realized growth across existing and new market sectors.

Honey Brothers Limited remains a World leader in servicing the arborist community and continues to increase its market share in the industry with its renowned high levels of customer service, best-in-class rope splicing staff, expansive product range and value-based pricing.

Key Performance Indicators

We use a number of financial key performance indicators to measure performance across our business. These KPIs help inform decision making, assist effective goal, setting and track progress in achieving our strategic objectives.

Dec-24 Dec-23

Turnover £14.3m £13.1m

GP% 20% 26%

EBITDA £786k £605k

The company remains committed to operating responsibly and continues to implement initiatives aimed at improving operational efficiency, reducing waste and promoting responsible sourcing practices where possible.

The company recognises that its employees are central to its success and continues to invest in training, health & safety and employee wellbeing initiatives.

PRINCIPAL RISKS AND UNCERTAINTIES

The Board continuously reviews potential risks, setting strategies and long terms goals and maintaining a business continuity plan.

With economic uncertainty globally, including high inflation and interest rates, the Company continues to monitor the health of the industry in which it operates. There are many factors, including disposable income, that drive much of the financial performance of Honey Brothers. Global inflation plays a factor in the price paid for the product which Honey Brothers sells to its customers. The Company has focused on product and channel pricing to pass inflationary costs to its customers, as well as leveraging its position as a large market influencer to improve operating margin.

FUTURE DEVELOPMENT

Ongoing from the VSG acquisition, further work to grow the Honey Brothers brand locally and abroad, through further leveraging the strengths in products, process and technology that VSG brings to Honey Brothers.

ON BEHALF OF THE BOARD:

J Morris - Director

22 May 2026

The directors present their report with the financial statements of the company for the period 1 January 2024 to 30 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the period under review was that of the supply of arboriculture products to tree care professionals, rope splicing and equipment servicing.

DIVIDENDS

No dividends will be distributed for the period ended 30 December 2024.

DIRECTORS

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

A Stoppelmann

J M Warner

J Morris

Other changes in directors holding office are as follows:

M S Chapman - resigned 12 April 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Spurling Cannon Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J Morris - Director

22 May 2026

Opinion

We have audited the financial statements of Honey Brothers Limited (the 'company') for the period ended 30 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the 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 company's affairs as at 30 December 2024 and of its profit for the period 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 of opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

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

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:

- We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company. These include, but are not limited to, compliance with the Companies Act 2006, UK GAAP and tax legislation.

- We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial results and management bias in accounting estimates and judgements;

- We had discussions with management regarding known or suspected instances of non-compliance with laws and regulations and fraud;

- We challenged assumptions made by management in their significant accounting policies and estimates and judgement in particular in relation to estimation of stage of completion of revenue;

- We sample tested manual journal entries, in particular any journal entries posted with unusual characteristics.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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.

Jonathan Spurling (Senior Statutory Auditor)

for and on behalf of Spurling Cannon Audit Limited

424 Margate Road

Westwood

Ramsgate

Kent

CT12 6SJ

22 May 2026

TURNOVER

3

14,367,606

13,135,417

Cost of sales

(11,427,471

)

(9,722,411

)

GROSS PROFIT

2,940,135

3,413,006

Administrative expenses

(2,613,123

)

(3,040,472

)

327,012

372,534

Other operating income

(32,121

)

-

OPERATING PROFIT

5

294,891

372,534

Interest receivable and similar income

3,106

3,921

297,997

376,455

Interest payable and similar expenses

7

-

(2,870

)

PROFIT BEFORE TAXATION

297,997

373,585

Tax on profit

8

(115,223

)

18,846

PROFIT FOR THE FINANCIAL PERIOD

182,774

392,431

PROFIT FOR THE PERIOD

182,774

392,431

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

182,774

392,431

FIXED ASSETS

Intangible assets

9

93,379

242,169

Tangible assets

10

59,998

100,875

153,377

343,044

CURRENT ASSETS

Stocks

11

2,436,178

2,077,386

Debtors

12

2,940,166

1,463,485

Cash at bank and in hand

398,787

498,561

5,775,131

4,039,432

CREDITORS

Amounts falling due within one year

13

(2,175,636

)

(976,813

)

NET CURRENT ASSETS

3,599,495

3,062,619

TOTAL ASSETS LESS CURRENT LIABILITIES

3,752,872

3,405,663

CREDITORS

Amounts falling due after more than one year

14

(200,000

)

-

PROVISIONS FOR LIABILITIES

17

(48,593

)

(84,158

)

NET ASSETS

3,504,279

3,321,505

CAPITAL AND RESERVES

Called up share capital

18

16

16

Retained earnings

19

3,504,263

3,321,489

3,504,279

3,321,505

The financial statements were approved by the Board of Directors and authorised for issue on 22 May 2026 and were signed on its behalf by:

J Morris - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

16

2,929,058

2,929,074

Changes in equity

Total comprehensive income

-

392,431

392,431

Balance at 31 December 2023

16

3,321,489

3,321,505

Changes in equity

Total comprehensive income

-

182,774

182,774

Balance at 30 December 2024

16

3,504,263

3,504,279

Cash flows from operating activities

Cash generated from operations

1

1,149,678

799,875

Interest paid

-

(2,870

)

Tax paid

(27,342

)

(160,687

)

Movement in intercompany balances

(1,198,014

)

-

Net cash from operating activities

(75,678

)

636,318

Cash flows from investing activities

Purchase of intangible fixed assets

(6,372

)

(142,212

)

Purchase of tangible fixed assets

(20,939

)

(67,234

)

Interest received

3,106

3,921

Net cash from investing activities

(24,205

)

(205,525

)

Cash flows from financing activities

Loan repayments in year

-

(366,482

)

Net cash from financing activities

-

(366,482

)

(Decrease)/increase in cash and cash equivalents

(99,883

)

64,311

Cash and cash equivalents at beginning of period

2

498,561

434,250

Cash and cash equivalents at end of period

2

398,678

498,561

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

PERIOD

1/1/24

TO

YEAR ENDED

30/12/24

31/12/23

£

£

Profit before taxation

297,997

373,585

Depreciation charges

216,977

229,500

Finance costs

-

2,870

Finance income

(3,106

)

(3,921

)

511,868

602,034

(Increase)/decrease in stocks

(358,792

)

69,658

(Increase)/decrease in trade and other debtors

(78,665

)

503,076

Increase/(decrease) in trade and other creditors

1,075,267

(374,893

)

Cash generated from operations

1,149,678

799,875

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:

Period ended 30 December 2024

30/12/24

1/1/24

£

£

Cash and cash equivalents

398,787

498,561

Bank overdrafts

(109

)

-

398,678

498,561

Year ended 31 December 2023

31/12/23

1/1/23

£

£

Cash and cash equivalents

498,561

434,250

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/24

Cash flow

At 30/12/24

£

£

£

Net cash

Cash at bank and in hand

498,561

(99,774

)

398,787

Bank overdrafts

-

(109

)

(109

)

498,561

(99,883

)

398,678

Total

498,561

(99,883

)

398,678

1.	STATUTORY INFORMATION

Honey Brothers 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 Company Information page.

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.

The financial statements are presented in Sterling, which is the functional currency of the entity. Monetary amounts in these financial statements are rounded to the nearest £.

Financial Reporting Standard 102 - reduced disclosure exemptions

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

•

the requirement of paragraph 33.7.

Going concern

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

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2023, is being amortised evenly over its estimated useful life of three years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of three years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Improvements to property

-

33% on cost

Plant and machinery

-

20% on cost

Fixture & Fittings

-

33% on cost, 25% on cost and 20% on cost

Motor vehicles

-

25% on cost

Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciated and accumulated impairment losses. Cost includes directly attributable to making the asset capable of operating as intended.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

Turnover is measured at the fair value of the consideration received or receivable net of VAT and trade discounts. The policies adopted for the recognition of turnover are as follows:

Sale of goods

Turnover from the sale of professional tree surgery and garden equipment is recognised when significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be measured reliably, it is probably that the economic benefits associated with the transaction will flow to the company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. This is usually on the dispatch of goods.

4.	EMPLOYEES AND DIRECTORS

PERIOD

1/1/24

TO

YEAR ENDED

30/12/24

31/12/23

£

£

Wages and salaries

1,339,933

1,220,719

Social security costs

174,344

128,641

Other pension costs

92,573

57,202

1,606,850

1,406,562

The average number of employees during the period was as follows:

PERIOD

1/1/24

TO

YEAR ENDED

30/12/24

31/12/23

Admin and management

14

6

Warehouse and stock

14

10

Workshop and production

3

6

Sales

8

10

39

32

PERIOD

1/1/24

TO

YEAR ENDED

30/12/24

31/12/23

£

£

Directors' remuneration

23,030

52,667

5.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

PERIOD

1/1/24

TO

YEAR ENDED

30/12/24

31/12/23

£

£

Depreciation - owned assets

61,816

90,042

Goodwill amortisation

47,404

15,801

Computer software amortisation

107,758

123,658

Foreign exchange differences

(2,413

)

(140,118

)

6.	AUDITORS' REMUNERATION

PERIOD

1/1/24

TO

YEAR ENDED

30/12/24

31/12/23

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

24,000

35,074

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

PERIOD

1/1/24

TO

YEAR ENDED

30/12/24

31/12/23

£

£

Interest - Non trade

-

2,870

8.

TAXATION

Analysis of the tax charge/(credit)

The tax charge/(credit) on the profit for the period was as follows:

PERIOD

1/1/24

TO

YEAR ENDED

30/12/24

31/12/23

£

£

Current tax:

UK corporation tax

123,447

-

(Over)/Under provision on PY

-

(5,002

)

Provision for bad debts

27,342

11,950

Total current tax

150,789

6,948

Deferred tax

(35,566

)

(25,794

)

Tax on profit

115,223

(18,846

)

9.	INTANGIBLE FIXED ASSETS

Computer

Goodwill

software

Totals

£

£

£

COST

At 1 January 2024

142,212

370,975

513,187

Additions

-

6,372

6,372

At 30 December 2024

142,212

377,347

519,559

AMORTISATION

At 1 January 2024

15,801

255,217

271,018

Amortisation for period

47,404

107,758

155,162

At 30 December 2024

63,205

362,975

426,180

NET BOOK VALUE

At 30 December 2024

79,007

14,372

93,379

At 31 December 2023

126,411

115,758

242,169