Company registration number 06293326 (England and Wales)
GROVEWELL GARDEN CENTRES LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
Richard Anthony
Chartered Accountants and Registered Auditors
GROVEWELL GARDEN CENTRES LIMITED
COMPANY INFORMATION
Directors
E W Boult
D M Boult
E A Boult
Company number
06293326
Registered office
Ground Floor Cooper House
316 Regents Park Road
London
United Kingdom
N3 2JX
Auditor
Richard Anthony
Ground Floor Cooper House
316 Regents Park Road
London
United Kingdom
N3 2JX
Accountants
Richard Anthony
Ground Floor Cooper House
316 Regents Park Road
London
United Kingdom
N3 2JX
GROVEWELL GARDEN CENTRES LIMITED
CONTENTS
Page
Chairman's statement
1 - 4
Strategic report
5 - 7
Directors' report
8 - 9
Directors' responsibilities statement
10
Independent auditor's report
11 - 13
Profit and loss account
14
Group statement of comprehensive income
15
Group balance sheet
16
Company balance sheet
17
Group statement of changes in equity
18
Company statement of changes in equity
19
Group statement of cash flows
20
Company statement of cash flows
21
GROVEWELL GARDEN CENTRES LIMITED
CONTENTS
Notes to the financial statements
22 - 37
GROVEWELL GARDEN CENTRES LIMITED
CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2026
- 1 -

Performance Blooms in the Sun, but Future Developments Slowed by Challenges

Grovewell Garden Centres Chairman’s Report

for 2025 / 2026

Report on financial performance

A primary focus of the 2025–26 financial year was the completion of the improvements and expansion of the Hamstreet centre. This involved a further investment of £1.6 million during the year (£5.1 million invested to date), of which £2.7 million has been financed through a bank loan. The new shop and plant areas opened in April 2025, and the new restaurant opened in November 2025. Both have led to increased sales of garden centre products, food, and beverages. These improvements are reflected in the financial results, with turnover at Hamstreet (garden centre and restaurant operations) increasing by just under 60%.

Folkestone also achieved strong growth of 20%, which is believed to have benefited from the closure of Homebase. Canterbury grew by 10% and Tenterden by 1%. For Tenterden, it is believed that some customers are now choosing to visit Hamstreet, together with customer reluctance to travel along the Appledore Road, which is in poor condition and is referred to by local residents as “Appledore Canyon”.

In summary, overall turnover increased by 18% to £13.9 million. Operating profit increased by 65% compared with the previous year, reaching £1.6 million (£1.41 million from garden centre products and £160,000 from the cafés).

Across the group’s centres, garden centre product sales (including furniture) totalled £10.8 million, an increase of 20% (up 0.5%, 11%, 25% and 64% at Tenterden, Canterbury, Folkestone and Hamstreet respectively). This is the first time since the COVID-19 period that garden centre sales growth has outpaced restaurant sales growth. Restaurant sales increased by 12% to £3.2 million (up 9%, 5%, 4% and 48% at Tenterden, Canterbury, Folkestone and Hamstreet respectively).

The current cash position is sound, and the company has generated sufficient funds from internal operations to fund part of the Hamstreet development costs (£1.67 million). At the end of the financial year, the company held a bank balance of £892,000. From November 2024, the company began repaying the £2.7 million bank loan associated with the Hamstreet development. The company also repaid £48,000 of its historical bank loans relating to the purchase of Folkestone. At the year end, total bank borrowings stood at £2.69 million. Strong cash generation will remain important in supporting the repayment of our loans, and the company has commenced the process of selling plots with residential planning permission on surplus Hamstreet land to generate additional funds to reduce the Hamstreet borrowing.

The company has invested £5.1 million over the last two years to improve its centres and has been considering further major improvements at Folkestone over the coming years. The draft accounts do not disclose a specific amount for the proposed Folkestone investment. The plans for Folkestone are being reconsidered in light of current challenges associated with obtaining planning permission for approximately five houses on surplus land and the requirement to convert four acres of field into a Hazel Dormouse habitat through the planting of 5,000 trees. Both challenges are affecting our ability to fund the development in a practical manner.

Overall, financial performance has been very positive. While part of this success can be attributed to favourable weather during the main selling season, much is due to the investment made in our centres and the dedication and hard work of all our staff.

Marketing

Throughout the year, our marketing activities focused on building customer loyalty, strengthening our brand, and increasing customer engagement across all centres. Through targeted campaigns, new loyalty initiatives, events, sponsorships and digital marketing, we continued to grow Grovewell Gold membership, increase footfall and support sales across the business.

Marketing initiatives and achievements included:

- The introduction of “Plant of the Month”, “Groves Offer of the Month” and “Fragrance of the Month” (home fragrance) campaigns to encourage Grovewell Gold sign-ups and retention. Plant of the Month proved particularly successful, achieving more than 3,900 redemptions between March and December and generating over £219,000 in associated sales.

GROVEWELL GARDEN CENTRES LIMITED
CHAIRMAN'S STATEMENT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 2 -

Groves Offer of the Month was a strong driver of Grovewell Gold engagement, with redemption levels ranging from 600 to 3,300 each month. Additionally, a 10% Christmas tree discount exclusively for Grovewell Gold members encouraged app sign-ups. Of the 1,614 trees sold, 71% of sales were driven through the Grovewell Gold app. Grovewell Gold membership now exceeds 22,000 users.

- Expansion of our email marketing programme to promote key events, products and seasonal campaigns, including The King's Rose, Raymond Evison Clematis, Father Christmas recruitment, David Austin Rose Evenings, the Christmas menu launch and Summer Fun Days. Two successful David Austin Rose Evenings were held, attracting 111 attendees.

- Sponsorship of local garden societies, flower shows and church events, together with headline sponsorship of both the Folkestone & Hythe District Council Tenants Gardening Competition and the Canterbury City Council Resident Engagement Gardening Competition.

- Acting as headline sponsor of the Sinden Theatre pantomime in Tenterden. This provided extensive brand exposure through script mentions, branded costume placement, staff attendance at the press night and sponsor gift bags. The partnership also included donated family tickets for our Hallowe'en Fun Days, with the pantomime villain announcing the winners via a social media reel.

- Delivery of a campaign supporting National Fish ’n’ Chip Day to commemorate the 80th anniversary of VE Day.

- Completion of the full rebranding of Hamstreet Garden Centre and promotion of the opening of the centre’s new 250+ seat restaurant.

- Delivery of the most successful Christmas menu restaurant campaign to date in terms of Christmas menu bookings.

- Continued use of promotional vouchers to encourage repeat customer visits and increased spend throughout the year. Over 26,214 vouchers were redeemed, generating sales in excess of £1.2 million.

Throughout the year, we also continued our programme of seasonal campaigns, till vouchers, social media content, website updates, digital advertising, in-store point-of-sale materials, events and promotional activity, ensuring a consistent and engaging customer experience. We increased our social media audience by 1,042 Facebook followers and 225 Instagram followers.

Sustainability (ESG; Environmental, Social and Governance)

The company produced a 2025–26 Sustainability Report. It provides a comprehensive overview of our Environmental, Social and Governance (ESG) impacts and progress while setting the direction for our future goals and ambitions.

At the heart of our sustainability approach are transparency, accountability and a commitment to continuous improvement. We believe that by setting ambitious targets and regularly benchmarking our progress, we can drive meaningful and sustainable change.

Our 2025–26 Sustainability Report presents our progress and achievements, enabling us to learn from our experience and identify opportunities for further improvement. It provides the baseline against which we will measure our future performance. Additionally, we maintained our Planet Mark certification.

Social Impact; Supporting our Local Communities

We value community engagement, particularly with schools. Our engagement with children aims to promote environmental stewardship and self-sufficiency, while fostering a vital connection with nature from a young age.

We conducted a range of activities, including cooking classes, origami seed-packet making, cress-head growing, recycled bird-feeder construction, vegetable hulling, and seed saving and planting. We host Family Fun Days throughout the year, offering free activities for attending children, including arts and crafts and an activity trail.

GROVEWELL GARDEN CENTRES LIMITED
CHAIRMAN'S STATEMENT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 3 -

We are planning to host visits from primary school children again during 2026–27. A list of groups and events supported is available in our ESG Report.

Each garden centre has selected a local charity to support. In addition, a number of charities are supported by the group as a whole. Overall, our charitable giving increased by 33% to £7,245. This included increased support for The Big Wrap, which provides food and assistance to local families facing hardship at Christmas. Through this initiative, we raised £2,185. A list of all organisations supported is available in our ESG Report.

During the year, we launched and hosted a monthly Memory Café at Tenterden, welcoming around 40 guests each month who could meet, socialise and enjoy a dedicated two-course menu.

We also continued our support for local charities through donations, including children's gifts and chocolate treat boxes for William Harvey Hospital Padua Ward, a 12-foot Christmas tree for the Intensive Care Unit, and our regular tree donations to Pilgrims Hospices, St Mildred's Church, Hamstreet Primary School and Barham Crematorium. We also continued to support the Pilgrims Hospices Christmas Tree Recycling Campaign.

Environmental Impact and Improvement Actions

Some key findings relating to our environmental performance are:

- Our Scope 1 and 2 emissions reduced by 7.1%. This was achieved while continuing to grow the business. Adjusted for turnover growth, emissions reduced by 21.3% per £1 million of turnover.

- Waste emissions reduced by 39.3% (partly attributable to improved data quality).

- Business travel emissions increased by 11.7%. This was driven by more frequent travel by the head office team to support centre operations, together with increased supplier visits. Such an increase is consistent with business growth.

- Emissions from our vehicle fleet remained broadly stable, with fleet fuel emissions reducing by 1.7%.

- With the new Hamstreet solar array coming online in 2025, we generated 66,266 kWh of solar electricity.

- We have committed to using Renewable Energy Guarantees of Origin (REGO) certified green energy. Hamstreet and Head Office have already transitioned to this supply, with the remaining centres scheduled to follow during 2026. We have joined a buying consortium through Sustainable Energy First, which purchases energy entirely from UK-based solar, wind and hydro installations.

- We continue to replace conventional lighting with LED systems and utilise a combination of timers and sensors across all four centres to improve energy efficiency and reduce electricity consumption.

- We installed 12 EV charging points at Hamstreet Garden Centre, with plans for further installations at this and other centres. These public chargers are powered entirely by green energy.

- We recycled all card and paper, glass and a proportion of plastic waste. Our food waste was sent to an anaerobic digestion facility, while our remaining general waste was sent to an energy recovery facility, ensuring that 100% of our waste was diverted from landfill.

- We implemented a system whereby waste electrical items are recycled through a charity partner, and toner cartridges are recycled through our stationery supplier. We also introduced battery recycling facilities for customers, which have been very well utilised.

- Our waste cooking oil is recycled into ISCC-compliant biodiesel.

- We have switched from diesel to Hydrotreated Vegetable Oil (HVO) fuel for our on-site forklifts and increased recycling streams across all centres.

- All of our garden centres have rainwater harvesting tanks. We recorded 5,843 cubic metres of water usage, which is in line with previous years.

GROVEWELL GARDEN CENTRES LIMITED
CHAIRMAN'S STATEMENT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 4 -

- 79% of our compost range is now peat-free, and several of our growers have already removed or significantly reduced peat within their growing media. More than 88% of our plant lines are grown in the UK, and we work with UK nurseries that are committed to reducing peat content and increasing the use of recyclable pots.

We continue to challenge ourselves to identify further opportunities to benefit society and the environment. Our action plan, including new improvement recommendations, is detailed within our ESG Report.

Thank You

The 2025–26 year has been a successful one for the company, and I would like to thank all Grovewell personnel for their dedication, hard work, customer service focus and sustainability efforts throughout the year. Their commitment has played a significant role in the success we have achieved, and I thank them sincerely for their contribution.

Mark Boult
Chairman
29 July 2026
GROVEWELL GARDEN CENTRES LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2026
- 5 -

The directors present the strategic report for the year ended 31 January 2026.

Review of the business and performance

The overall results for the year and the financial position at the year end were considered satisfactory by the directors.

The weather will always have a significant impact on performance. The Group, however, has been able to mitigate the effects of unfavourable weather by offering a varied product offering and customer experience including cafés which have proven to be very popular with customers.

Turnover has increased by 18% to £13.9 million (compared to £11.8 million in 2025 and £11.2 million in 2024), and group operating profits were also up at £1.6 million (compared to £0.9 million in 2025 and £0.1 million in 2024). The increase was driven by higher turnover at the Hamstreet Garden Centre with following its major refurbishment. There was also a significant improvement at the Folkestone Garden Centre.

Strategy

The company’s strategy is, over the next few years, continues to be to:

- Invest in a managed manner in the centres to ensure they look smart and attractive to our customers, and so they are functional and easy to operate.

- Complete the primary investment projects. The development of Hamstreet was completed in the reporting year. The selling of the housing plots on the spare land is progressing and should be completed in the current year. This will help to reduce the bank loan taken out to fund the development. Going forward the focus of investment will be on Folkestone, which like Hamstreet includes gaining planning permission for building of the houses on the spare land and selling the plots to provide funds for the investment. In this regard there have been some challenges and the Chairman has contacted local MPs and Ministers with the aim of sharing learning and seeking advice on the barriers to investment experienced.

- By investing in the centres and completing the projects to maximise the potential of the four centres, and with this to see the turnover and profits grow over the medium term.

- Create strong management team who can run the business without supervision to ensure the business is resilient.

- Maintain our Planet Mark accreditation and in doing so improve the sustainability of our operations.

Strategic progress

Investing in the centres and business to improve services to customers, relationships with suppliers, and the work environment for employees continue to be important to the business and its ongoing success. The Hamstreet development was completed during the year with the relocation and upgrading of the Restaurant, and completion of the children’s play area, fencing and landscaping of car park. The building plots are now on the market.

For Folkestone initial works are being planned to start during the current year following obtaining planning permission to re-develop the garden centre and for a riding stables unit in the field. As stated above, there have been challenges experienced relating to what feels like disproportionate requirements (converting of the order of half the fields circa 4 acres into a wildlife area, and planting 5000 trees) following the finding of the equivalent of one family of Hazel dormice (two adults and three children) plus further indication of dormice, in the area west of the current garden centre. A small part of this area west of the current garden centre boundary is where the planning has approved the centre can encroach. Also, this situation along with local opposition to the housing proposal means the permission for of the order of five housing plots on the area to the east of the current garden centre boundary (which contains the existing house) has not been granted. No indications of Hazel dormice were found in this area! The result is that the plan to fund the development partially through the selling of the housing plots and the field have been severely impacted. The Board are considering options but at a minimum all development is slowed / delayed.

There have been no other major changes bar small expenditure on improvements to other centres and the key staffing structure remains more or less unchanged.

GROVEWELL GARDEN CENTRES LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 6 -
Principal risks and uncertainties

The Group's main trading activity is dependent on the UK economy as 100% sales is generated in the UK. Historically, the Group’s business operates in an industry that is relatively robust to economic downturns so long as the businesses are allowed to open. There are some significant issues that are impacting and posing risk to the company and its operations in the current year (2025-26). These include:

- Higher interest rates: Interest rates impact on the interest charges on our loans. Over the year we paid off some more of the historic loans and have used cash generated by the business to pay for the developments at the garden centres. However, as reported last year, to deliver the Hamstreet development we took out a loan, hence our exposure to this risk is increased. Interest rates did not, and are not continuing to fall, as was expected last year. This appears to be primarily due to political decisions and specifically the impact on the country’s world’s economy and inflation of the US-Iran war. Forecasts are for interest rates remain steady or increase slightly this year, however there are political decisions which could affect the economy and hence interest rates, for examples decisions resulting from the change in Prime Minister.

- Cost pressures: The current primary area creating cost pressures are wages with increasing staff costs due to above inflation increases in wages generally, and specifically the hike in the minimum wage rate. In addition, the previous year’s increase in the rate of Employers National insurance contributions and the lowering of the threshold at which contributions commence continues to place a substantial burden on the business. We have seen also increases in food prices which impact restaurant figures. We continue to seek to keep prices as competitive as possible. Following a bottoming out in the previous year, we have seen growth in garden centre product sales. Restaurant sales have increased again. The increased are primarily the result of the improvements at the Hamstreet centre and the closing of a competitor near the Folkestone centre. We continue to carefully control both garden centre and restaurant costs and prices.

- Major project cost escalation: The Hamstreet development was completed during the year. Decision on the approach to developing Folkestone are in hand. The impact of the Hazel dormice requirements will add previously unexpected costs to any development. The rate, and / or magnitude, of development at Folkestone are likely to be lower than originally planned as such this risk may be lower than originally assessed, but to continue for longer.

- Major project funding limitations: This risk is recognised as a material risk to our development plans at Folkestone. Funding for developments can come from profits generated by the business, bank loans and the sale of spare land with value added planning permissions. For the Folkestone development the last of these has become a significant issue meaning our ability to fund the development for the site, in as timely a manner and as fully as planned, is severely impacted. While we continue to explore means to achieve the planning permissions for houses, this is impacting our plans.

- Geopolitical; impacting supply chain and energy: The war in Ukraine and the Middle East continue, and there is now the US-Iran war (currently in a 60 day ceasefire / negotiations period). These all have an impact on the world’s economy. Energy prices rose significantly, but have come down from their peak, there is still a risk the conflicts could escalate from their current states, increasing energy prices again. We have some protection to increased energy costs through our solar panels. Energy needs to continue to be managed carefully. The supply chain is threatened with attacks on ships passing the Arabian peninsula. The company gets much of its furniture from China. This poses a risk of delayed, under or no supply of furniture, with potential increased costs. Currently furniture stocks are at a reasonable level, meaning we should be able to offer and supply to customers’ immediate needs.

- Trade Creditor liquidity: This risk is managed by ensuring that there are sufficient funds to meet amounts due.The Group's main trading activity is dependent on the prevailing economic conditions in the UK market and especially in the South-East region where all the Group’s Garden centres are located. Almost all the Group’s customers are consumers and therefore the Group is also susceptible to the normal risks associated with the retail sector, albeit a very specialised part of that sector.

GROVEWELL GARDEN CENTRES LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 7 -

In summary trading continues to be tough with an expectation underlying garden products and café sales being flat and any growth in the current year coming from the improvements at Hamstreet. If development of the Folkestone centre starts during the year, this could adversely impact sales at that site. Development of the Folkestone site is likely to be at a minimum slowed and potentially stopped without the housing plot approvals.

With a good focus on cost management and pricing the profit level should stay steady with good management.

Key performance indicators - Financials

The financial KPIs used by the Group are orientated around gross profit and turnover. These are summarised as follows:

| 2025/26 | 2024/25 | 2023/2024
Turnover | £13.9m | £11.8m | £11.2m
Gross Profit % | 49% | 50% | 44%
Operating profit | £1.6m | £0.95m | £0.13m

Key Performance Indicators - Sustainability (ESG; Environmental Social and Governance)

The Group produced its 2025-26 Environmental Social Governance (ESG) report this year. It outlines the areas of sustainability we are currently addressing as a priority and sets out planned actions. We successfully maintained our Planet Mark certification and delivered a reduction in scope 1 and 2 emissions of 7.1%.

We continue to challenge ourselves on what we can do better for the benefit of society and the environment. We have switched to Renewable Energy Guarantees of Origin (REGO) at Hamstreet and in the head office, with other centres to flow in the current financial year, have switched from diesel to Hydrotreated Vegetable Oil (HVO) fuel for our onsite forklifts, and have increased recycling streams at all centres.

Other information and explanation

All aspects of the business are continually monitored with a view to maintaining profitability and controlling the cost of control in an efficient and sustainable manner.

On behalf of the board

E W Boult
Director
29 July 2026
GROVEWELL GARDEN CENTRES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2026
- 8 -

The directors present their annual report and financial statements for the year ended 31 January 2026.

Principal activities

The principal activity of the company continued to be that of holding company to a group consisting of garden centres.

Results and dividends

The results for the year are set out on page 14.

Ordinary dividends were paid amounting to £64,750. The directors do not recommend payment of a further dividend.

Directors

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

E W Boult
D M Boult
E A Boult
Post reporting date events

Auditor

In accordance with the company's articles, a resolution proposing that Richard Anthony be reappointed as auditor of the group will be put at a General Meeting.

Energy and carbon report

The c ompany measures and monitors its greenhouse gas emissions in accordance with the Greenhouse Gas Protocol and has reported emissions across Scope 1, Scope 2 and selected Scope 3 categories for the year ended 31 January 2026. Total market-based greenhouse gas emissions for the year were 435.5 tCO₂e, comprising 95.5 tCO₂e of Scope 1 emissions, 273.4 tCO₂e of Scope 2 emissions, and 66.6 tCO₂e of Scope 3 emissions.

Scope 1 emissions arose principally from stationary fuel consumption and company vehicle fuel use and represented 21.9% of the c ompany's total carbon footprint. Scope 2 emissions related to purchased electricity and represented 62.8% of total emissions, remaining the c ompany's largest source of greenhouse gas emissions. Total Scope 1 and Scope 2 emissions decreased by 7.1% compared with the previous year, reflecting ongoing improvements in energy efficiency and increased use of renewable electricity contracts.

Scope 3 emissions totalled 66.6 tCO₂e, representing 15.3% of the c ompany's total carbon footprint, and included fuel and energy-related activities, waste generated in operations and business travel. The largest component of Scope 3 emissions was Fuel and Energy-Related Activities (56.2 tCO₂e), followed by Business Travel (9.2 tCO₂e) and Waste (1.2 tCO₂e). On a normalised basis, total measured emissions decreased by 6.8% compared with the prior year, demonstrating continued progress in reducing the carbon intensity of the c ompany's operations.

The reported emissions data covers five UK operating sites and fleet vehicles and has been independently measured and verified through the c ompany's Planet Mark certification programme. Management will continue to monitor energy consumption and emissions and implement initiatives aimed at reducing the environmental impact of the c ompany's operations.

Statement of disclosure to auditor

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

GROVEWELL GARDEN CENTRES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 9 -
On behalf of the board
E W Boult
Director
29 July 2026
GROVEWELL GARDEN CENTRES LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2026
- 10 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

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

In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

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

- state whether applicable U nited K ingdom 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 and parent company will continue in business.

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

GROVEWELL GARDEN CENTRES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GROVEWELL GARDEN CENTRES LIMITED
- 11 -
Opinion

We have audited the financial statements of Grovewell Garden Centres Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2026 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the group's and the parent company's affairs as at 31 January 2026 and of the group's profit for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's 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 directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- T he information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

GROVEWELL GARDEN CENTRES LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GROVEWELL GARDEN CENTRES LIMITED
- 12 -
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 their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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

- adequate accounting records have not been kept 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 directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's 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 directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

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

Risk identified:

The following risks were identified during the course of audit:

- Valuation and existence of year end closing stocks.

- Accuracy, valuation and completeness of Trade creditors.

Audit response:

Audit tests were conducted on a sample basis to ensure that stocks were valued at lower of cost and their net realisable value. Quantity of stocks held at year end were also tested on a sample basis to agree with the quantity counted at stocktake .

Trade creditor balances of major suppliers were reconciled to the suppliers' statements and cut-off tests were performed.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

GROVEWELL GARDEN CENTRES LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GROVEWELL GARDEN CENTRES LIMITED
- 13 -

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Michael Barnett BA FCA (Senior Statutory Auditor)
For and on behalf of Richard Anthony, Statutory Auditor
Chartered Accountants
Ground Floor Cooper House
316 Regents Park Road
London
United Kingdom
N3 2JX
29 July 2026
GROVEWELL GARDEN CENTRES LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 JANUARY 2026
- 14 -
2026
2025
Notes
£
£
Turnover
3
13,980,188
11,798,254
Cost of sales
(7,080,289)
(5,915,840)
Gross profit
6,899,899
5,882,414
Distribution costs
(72,912)
(70,071)
Administrative expenses
(5,325,933)
(4,929,989)
Other operating income
67,844
64,565
Operating profit
4
1,568,898
946,919
Interest receivable and similar income
7
16,543
15,384
Interest payable and similar expenses
8
(179,147)
(51,672)
Profit before taxation
1,406,294
910,631
Tax on profit
9
(580,659)
(283,270)
Profit for the financial year
24
825,635
627,361
Profit for the financial year is all attributable to the owners of the parent company.

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

GROVEWELL GARDEN CENTRES LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2026
- 15 -
2026
2025
£
£
Profit for the year
825,635
627,361
Other comprehensive income
-
-
Cash flow hedges gain arising in the year
-
0
-
0
Total comprehensive income for the year
825,635
627,361
Total comprehensive income for the year is all attributable to the owners of the parent company.
GROVEWELL GARDEN CENTRES LIMITED
GROUP BALANCE SHEET
AS AT 31 JANUARY 2026
31 January 2026
- 16 -
2026
2025
Notes
£
£
£
£
Fixed assets
Tangible assets
12
10,281,810
9,040,017
10,281,810
9,040,017
Current assets
Stocks
15
1,721,079
1,394,579
Debtors
16
166,856
468,694
Cash at bank and in hand
897,275
506,868
2,785,210
2,370,141
Creditors: amounts falling due within one year
17
(2,020,194)
(2,069,265)
Net current assets
765,016
300,876
Total assets less current liabilities
11,046,826
9,340,893
Creditors: amounts falling due after more than one year
18
(2,572,393)
(2,000,583)
Provisions for liabilities
Deferred tax liability
20
544,664
171,426
(544,664)
(171,426)
Net assets
7,929,769
7,168,884
Capital and reserves
Called up share capital
22
18,500
18,500
Share premium account
23
166,491
166,491
Profit and loss reserves
24
7,744,778
6,983,893
Total equity
7,929,769
7,168,884
The financial statements were approved by the board of directors and authorised for issue on 29 July 2026 and are signed on its behalf by:
29 July 2026
E W Boult
D M Boult
Director
Director
Company registration number 06293326 (England and Wales)
GROVEWELL GARDEN CENTRES LIMITED
COMPANY BALANCE SHEET
AS AT 31 JANUARY 2026
31 January 2026
- 17 -
2026
2025
Notes
£
£
£
£
Fixed assets
Investments
13
185,192
185,192
Current assets
Debtors
16
1,660
66,410
Cash at bank and in hand
984
1,284
2,644
67,694
Creditors: amounts falling due within one year
17
(201)
(64,951)
Net current assets
2,443
2,743
Net assets
187,635
187,935
Capital and reserves
Called up share capital
22
18,500
18,500
Share premium account
23
166,491
166,491
Profit and loss reserves
24
2,644
2,944
Total equity
187,635
187,935

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The company's profit for the year was £64,450 (202 5 - £64,450)

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 29 July 2026 and are signed on its behalf by:
29 July 2026
E W Boult
D M Boult
Director
Director
Company registration number 06293326 (England and Wales)
GROVEWELL GARDEN CENTRES LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2026
- 18 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 February 2024
18,500
166,491
6,421,282
6,606,273
Year ended 31 January 2025:
Profit and total comprehensive income
-
-
627,361
627,361
Dividends
10
-
-
(64,750)
(64,750)
Balance at 31 January 2025
18,500
166,491
6,983,893
7,168,884
Year ended 31 January 2026:
Profit and total comprehensive income
-
-
825,635
825,635
Dividends
10
-
-
(64,750)
(64,750)
Balance at 31 January 2026
18,500
166,491
7,744,778
7,929,769
GROVEWELL GARDEN CENTRES LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2026
- 19 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 February 2024
18,500
166,491
3,244
188,235
Year ended 31 January 2025:
Profit and total comprehensive income for the year
-
-
64,450
64,450
Dividends
10
-
-
(64,750)
(64,750)
Balance at 31 January 2025
18,500
166,491
2,944
187,935
Year ended 31 January 2026:
Profit and total comprehensive income
-
-
64,450
64,450
Dividends
10
-
-
(64,750)
(64,750)
Balance at 31 January 2026
18,500
166,491
2,644
187,635
GROVEWELL GARDEN CENTRES LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2026
- 20 -
2026
2025
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
26
2,200,487
1,506,152
Interest paid
(179,147)
(51,672)
Income taxes paid
(348,505)
(50,825)
Net cash inflow from operating activities
1,672,835
1,403,655
Investing activities
Purchase of tangible fixed assets
(1,671,727)
(3,410,608)
Interest received
16,543
15,384
Net cash used in investing activities
(1,655,184)
(3,395,224)
Financing activities
Repayment of bank loans
577,232
1,585,612
Dividends paid to equity shareholders
(129,500)
-
0
Net cash generated from financing activities
447,732
1,585,612
Net increase/(decrease) in cash and cash equivalents
465,383
(405,957)
Cash and cash equivalents at beginning of year
431,892
837,849
Cash and cash equivalents at end of year
897,275
431,892
Relating to:
Cash at bank and in hand
897,275
506,868
Bank overdrafts included in creditors payable within one year
-
(74,976)
GROVEWELL GARDEN CENTRES LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2026
- 21 -
2026
2025
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
27
64,450
(65,050)
Investing activities
Dividends received
64,750
64,750
Net cash generated from investing activities
64,750
64,750
Financing activities
Dividends paid to equity shareholders
(129,500)
-
Net cash used in financing activities
(129,500)
-
Net decrease in cash and cash equivalents
(300)
(300)
Cash and cash equivalents at beginning of year
1,284
1,584
Cash and cash equivalents at end of year
984
1,284
GROVEWELL GARDEN CENTRES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
- 22 -
1
Accounting policies
Company information

Grovewell Garden Centres Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Ground Floor Cooper House, 316 Regents Park Road, London, United Kingdom, N3 2JX.

The group consists of Grovewell Garden Centres Limited and all of its subsidiaries.

1.1
Basis of preparation

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

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus 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, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

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 can be deducted or 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.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Grovewell Garden Centres 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 January 2026. 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 g roup.

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.

GROVEWELL GARDEN CENTRES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 23 -
1.4
Going concern

As at the balance sheet date, the Group reported net assets of £7,929,769 (2025: £7,168,884) and held a positive cash balance of £897,275 (2025: £506,868). The Group continued to deliver growth in turnover while further strengthening and expanding its operations.

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

1.5
Revenue

Revenue represents the fair value of consideration received or receivable from the sale of goods and services in the ordinary course of business, net of value added tax, returns, rebates, discounts and promotional allowances. Revenue is recognised when control of the goods or services is transferred to the customer and the Group's performance obligations have been satisfied. For retail sales, this occurs at the point the customer takes possession of the goods in-store or upon collection. Revenue is measured at the transaction price expected to be received. Where gift vouchers are sold, revenue is deferred and recognised when the vouchers are redeemed.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Acquired goodwill is written off in equal annual instalments over five years.

1.7
Tangible fixed assets

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

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

Land and buildings Freehold
2.5% on cost of building development
Plant and machinery
25% reducing balance method
Fixtures, fittings & equipment
25% straight line method
Motor vehicles
25% reducing balance method

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 recognised in the profit and loss account.

GROVEWELL GARDEN CENTRES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 24 -
1.8
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.9
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Garden centre resale stock comprises plants, gardening products, garden furniture and sundries purchased to resale and is valued at cost on an average cost basis. Net realisable value represents the estimated selling price in the ordinary course of business, less cost to complete the sell.

Biological growing stock represents trees and plants grown by the company for subsequent sale and is included within inventories in the balance sheet. Such stock is measured at cost less accumulated impairment. Biological growing stock is reviewed for impairment at each reporting date. Impairment is recognised where there evidence of damage, disease, obsolescence, or a reduction in expected selling prices below cost.

An stock provision is recognised for cases where the realisable value from the sale of stock is estimated to be lower than the carrying value. The stocks provision is estimated considering various factors including age of the inventory items, prevailing sales prices or items and losses associated with slow moving stock items.

1.10
Cash and cash equivalents

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

1.11
Financial instruments

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

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

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

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 m ethod 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.

GROVEWELL GARDEN CENTRES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 25 -
Other financial assets

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

Impairment of financial assets

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

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

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

Classification of financial liabilities

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.

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 paymen ts 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.

GROVEWELL GARDEN CENTRES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 26 -
Other financial liabilities

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

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

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.12
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.13
Taxation

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

Current tax

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

Deferred tax

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

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

GROVEWELL GARDEN CENTRES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 27 -
1.14
Employee benefits

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

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

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

1.15
Retirement benefits

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

1.16
Leases
As lessee

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

As lessor

When the group acts as a lessor, a lease is classified as a finance lease whenever it transfers substantially all the risks and rewards of ownership of the underlying asset to the lessee, either at the end of the lease term or for the major part of the economic life of the asset. All other leases are classified as operating leases. If an arrangement contains both lease and non-lease components, the group allocates the consideration in the contract to the two elements.

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.

1.17
Government grants

Government grants are recognised at the fair value of the asset receive d or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.18
Foreign exchange

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

GROVEWELL GARDEN CENTRES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 28 -
2
Judgements and key sources of estimation uncertainty

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

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

The following judgements have had the effect on the amounts recognised in the financial statements:

Stock valuation and impairment:

At each reporting date, stocks are reviewed for evidence of damage, obsolescence and slow-moving items and are stated at the lower of cost and net realisable value. Where the net realisable value of inventories is estimated to be lower than their cost, the inventories are written down accordingly and the resulting impairment loss is recognised in profit or loss. Any subsequent reversal of a write-down arising from an increase in net realisable value is recognised in profit or loss to the extent of the original impairment loss.

3
Turnover and other revenue

An analysis of the group's turnover is as follows:

2026
2025
£
£
Turnover analysed by class of business
Garden Centres
9,702,139
8,126,602
Sale of garden furnitures
1,116,611
863,903
Restaurants
3,161,438
2,807,749
13,980,188
11,798,254
2026
2025
£
£
Turnover analysed by geographical market
United Kingdom
13,980,188
11,798,254
2026
2025
£
£
Other revenue
Interest income
16,543
15,384
Grants received
-
9,000
GROVEWELL GARDEN CENTRES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 29 -
4
Operating profit
2026
2025
£
£
Operating profit for the year is stated after charging/(crediting):
Government grants
-
(9,000)
Depreciation of tangible fixed assets
429,934
403,036
Operating lease charges
29,000
28,034
5
Auditor's remuneration
2026
2025
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
3,500
3,500
Audit of the financial statements of the company's subsidiaries
40,800
32,000
44,300
35,500
For other services
Taxation compliance services
12,000
12,500
All other non-audit services
9,850
14,950
21,850
27,450
6
Employees

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

Group
Company
2026
2025
2026
2025
Number
Number
Number
Number
Employees
179
175
3
3

Their aggregate remuneration comprised:

Group
Company
2026
2025
2026
2025
£
£
£
£
Wages and salaries
3,492,617
3,240,730
-
0
-
0
Social security costs
355,223
249,763
-
-
Pension costs
63,106
60,819
-
0
-
0
3,910,946
3,551,312
-
0
-
0
GROVEWELL GARDEN CENTRES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 30 -
7
Interest receivable and similar income
2026
2025
£
£
Interest income
Interest on bank deposits
15,930
15,357
Other interest income
613
27
Total income
16,543
15,384
2026
2025
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
15,930
15,357
8
Interest payable and similar expenses
2026
2025
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
179,147
51,672
9
Taxation
2026
2025
£
£
Current tax
UK corporation tax on profits for the current period
262,376
310,891
Adjustments in respect of prior periods
(54,955)
2,263
Total current tax
207,421
313,154
Deferred tax
Origination and reversal of timing differences
373,238
(29,884)
Total tax charge
580,659
283,270
GROVEWELL GARDEN CENTRES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
9
Taxation
(Continued)
- 31 -

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

2026
2025
£
£
Profit before taxation
1,406,294
910,631
Expected tax charge based on the standard rate of corporation tax in the UK of 25% (2025: 25%)
351,574
227,658
Effects of:
Expenses that are not deductible in determining taxable profit
272
102
Unutilised tax losses carried forward
70,718
134,466
Adjustments in respect of prior years
(54,955)
2,263
Permanent capital allowances in excess of depreciation
(160,188)
(51,335)
Deferred Tax
373,238
(29,884)
Taxation charge in the financial statements
580,659
283,270
10
Dividends
2026
2025
Recognised as distributions to equity holders:
£
£
Interim paid
64,750
64,750
11
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 February 2025 and 31 January 2026
50,004
Amortisation and impairment
At 1 February 2025 and 31 January 2026
50,004
Carrying amount
At 31 January 2026
-
0
At 31 January 2025
-
0
The company had no intangible fixed assets at 31 January 2026 or 31 January 2025.
GROVEWELL GARDEN CENTRES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 32 -
12
Tangible fixed assets
Group
Land and buildings Freehold
Plant and machinery
Fixtures, fittings & equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 February 2025
10,867,123
241,707
1,273,746
68,300
12,450,876
Additions
1,397,809
8,974
264,944
-
0
1,671,727
At 31 January 2026
12,264,932
250,681
1,538,690
68,300
14,122,603
Depreciation and impairment
At 1 February 2025
1,992,472
200,818
1,168,788
48,781
3,410,859
Depreciation charged in the year
280,216
12,465
129,973
7,280
429,934
At 31 January 2026
2,272,688
213,283
1,298,761
56,061
3,840,793
Carrying amount
At 31 January 2026
9,992,244
37,398
239,929
12,239
10,281,810
At 31 January 2025
8,874,651
40,889
104,958
19,519
9,040,017
The company had no tangible fixed assets at 31 January 2026 or 31 January 2025.
13
Fixed asset investments
Group
Company
2026
2025
2026
2025
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
185,192
185,192
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 February 2025 and 31 January 2026
185,192
Carrying amount
At 31 January 2026
185,192
At 31 January 2025
185,192
14
Subsidiaries

Details of the company's subsidiaries at 31 January 2026 are as follows:

GROVEWELL GARDEN CENTRES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
14
Subsidiaries
(Continued)
- 33 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Grovewell Canterbury Limited
England & Wales
Ordinary
100.00
Grovewell Tenterden Limited
England & wales
Ordinary
100.00
Grovewell Folkestone Limited
England & Wales
Ordinary
100.00
Grovewell Hamstreet Limited
England & Wales
Ordinary
100.00
15
Stocks
Group
Company
2026
2025
2026
2025
£
£
£
£
Finished goods and goods for resale
1,721,079
1,394,579
-
0
-
0
16
Debtors
Group
Company
2026
2025
2026
2025
Amounts falling due within one year:
£
£
£
£
Trade debtors
11,738
18,465
-
0
-
0
Amounts owed by group undertakings
-
0
-
0
310
65,060
Other debtors
64,498
333,082
1,350
1,350
Prepayments and accrued income
90,620
117,147
-
0
-
0
166,856
468,694
1,660
66,410
17
Creditors: amounts falling due within one year
Group
Company
2026
2025
2026
2025
Notes
£
£
£
£
Bank loans and overdrafts
19
120,322
189,876
-
0
-
0
Trade creditors
1,297,879
1,122,750
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
201
201
Corporation tax payable
169,794
310,878
-
0
-
0
Other taxation and social security
322,302
288,189
-
0
-
0
Dividends payable
-
0
64,750
-
0
64,750
Other creditors
16,332
13,950
-
0
-
0
Accruals and deferred income
93,565
78,872
-
0
-
0
2,020,194
2,069,265
201
64,951
GROVEWELL GARDEN CENTRES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 34 -
18
Creditors: amounts falling due after more than one year
Group
Company
2026
2025
2026
2025
Notes
£
£
£
£
Bank loans and overdrafts
19
2,572,393
2,000,583
-
0
-
0
19
Loans and overdrafts
Group
Company
2026
2025
2026
2025
£
£
£
£
Bank loans
2,692,715
2,115,483
-
0
-
0
Bank overdrafts
-
0
74,976
-
0
-
0
2,692,715
2,190,459
-
-
Payable within one year
120,322
189,876
-
0
-
0
Payable after one year
2,572,393
2,000,583
-
0
-
0

The bank holds the following charges:

There is a legal mortgage charge dated 25 November 2010 over the freehold property at Tenterden Garden Centre, Reading Street, Tenterden, Kent, TN30 7HT.

There is a legal mortgage charge dated 4 August 2008 over the freehold property at Busheyfields Nursery, Busheyfields Road, Herne Bay, CT6 7LJ.

There is a legal mortgage charge dated 19 December 2018 over the freehold property at Wyevale G arden C ent re and Farthings, M arsh R oad, H amstreet, A shford, TN26 2JZ .

There is a legal m o rtgage charge dated 14 March 2016 over the freehold property at Folk e stone Garden Centr e, Canterbury Road, Swingfield, Dover, CT15 7HX.

There is also a debenture charge which comprises all money and liabilities of the parent and its subsidiaries whatever, whenever and howsoever incurred by the company whether now or in the future.

20
Deferred taxation

Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
2026
2025
Group
£
£
Accelerated capital allowances
544,664
171,426
The company has no deferred tax assets or liabilities.
GROVEWELL GARDEN CENTRES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
20
Deferred taxation
(Continued)
- 35 -
Group
Company
2026
2026
Movements in the year:
£
£
Liability at 1 February 2025
171,426
-
Charge to profit or loss
373,238
-
Liability at 31 January 2026
544,664
-

As at the balance sheet date, t he subsidiaries of the Group ha d claimed accelerated capital allowances on qualifying capital expenditure. The difference between the carrying value of assets and their tax base is recognised as deferred tax liability.

21
Retirement benefit schemes
2026
2025
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
63,106
60,819

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

22
Share capital
Group and company
2026
2025
2026
2025
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
18,500
18,500
18,500
18,500
23
Share premium account
Group
Company
2026
2025
2026
2025
£
£
£
£
At the beginning and end of the year
166,491
166,491
166,491
166,491
GROVEWELL GARDEN CENTRES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 36 -
24
Profit and loss reserves
Group
Company
2026
2025
2026
2025
£
£
£
£
At the beginning of the year
6,983,893
6,421,282
2,944
3,244
Profit for the year
825,635
627,361
64,450
64,450
Dividends
(64,750)
(64,750)
(64,750)
(64,750)
At the end of the year
7,744,778
6,983,893
2,644
2,944
25
Controlling party

E W Boult is considered as the ultimate controlling party of the Group due to his shareholding and his ability to exercise significant control over the Group business through his directorship.

26
Cash generated from group operations
2026
2025
£
£
Profit after taxation
825,635
627,361
Adjustments for:
Taxation charged
580,659
283,270
Finance costs
179,147
51,672
Investment income
(16,543)
(15,384)
Depreciation and impairment of tangible fixed assets
429,934
403,036
Movements in working capital:
(Increase)/decrease in stocks
(326,500)
180,612
Decrease/(increase) in debtors
301,838
(371,035)
Increase in creditors
226,317
346,620
Cash generated from operations
2,200,487
1,506,152
GROVEWELL GARDEN CENTRES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 37 -
27
Cash generated from/(absorbed by) operations - company
2026
2025
£
£
Profit after taxation
64,450
64,450
Adjustments for:
Investment income
(64,750)
(64,750)
Movements in working capital:
Decrease/(increase) in debtors
64,750
(64,750)
Cash generated from/(absorbed by) operations
64,450
(65,050)
28
Analysis of changes in net debt - group
1 February 2025
Cash flows
31 January 2026
£
£
£
Cash at bank and in hand
506,868
390,407
897,275
Bank overdrafts
(74,976)
74,976
-
0
431,892
465,383
897,275
Borrowings excluding overdrafts
(2,115,483)
(577,232)
(2,692,715)
(1,683,591)
(111,849)
(1,795,440)
29
Analysis of changes in net funds - company
1 February 2025
Cash flows
31 January 2026
£
£
£
Cash at bank and in hand
1,284
(300)
984
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