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

The principal activity of the company continues to be the growing of plants and the operation of garden centres, supported by a range of diversification activities that complement these core operations.

The financial year was shaped by several external factors that materially affected trading performance across the Group. Despite these challenges, turnover increased slightly to £11,409,181 (2025: £11,189,753), demonstrating the underlying strength of the Coolings brand and the resilience of our customer base.

Impact of Road Closures

The most significant disruption during the year was the prolonged closure of Rushmore Hill, the main access route serving Coolings Lifestyle and Coolings The Gardener’s Garden Centre. The road was closed from March to mid‑May, and again from early June until the end of September 2026, severely restricting customer access during the peak spring and summer trading periods.

This resulted in reduced footfall, suppressed turnover at both sites, and operational challenges for deliveries and customer flow. The directors consider this to have been a major external event with a clear adverse impact on trading performance.

Weather and Consumer Confidence

Weather patterns also influenced demand throughout the year. April trading benefited from favourable conditions and performed ahead of expectations, but the season ended earlier than usual with a weaker May. The summer period was dominated by hot weather and South East Water hosepipe restrictions, which reduced consumer confidence and discretionary spending on gardening products.

These factors continue to highlight the sector’s dependency on weather patterns and the importance of building resilience through diversification.

Operational Efficiency and Labour Management

Management maintained a strong focus on cost control. Seasonal employment contracts were concluded promptly at the end of peak periods, resulting in lower labour costs without compromising service levels. This contributed positively to operating efficiency during a challenging trading year.

Closure of Hardy Nursery Production

Following a detailed review of the profitability and long‑term viability of Hardy Nursery Production at Rushmore Hill, the decision was taken to cease hardy plant production during the year. This strategic change:

• Delivers significant ongoing savings in labour and production costs

• Provides greater flexibility in sourcing stock

• Improves control over plant availability and production schedules

• Resulted in one‑off redundancy costs reflected in administrative expenses

The directors recognise the cultural significance of this decision. Coolings has grown plants continuously since 1913, and home‑grown production has long been central to the company’s identity. While hardy production has ceased, bedding plant production continues, and management remains committed to developing in this area through continuous improvement, efficiency gains and enhanced productivity.

Diversification of Retail Ranges

The Group continued to broaden its retail proposition beyond traditional horticultural products. Investment in gifting, homeware and lifestyle ranges has strengthened non‑plant sales, improved average basket value, and reduced reliance on seasonal weather patterns. This diversification remains a key part of the Group’s long‑term strategy to create a more balanced and resilient retail business.

The business continues to face several risks common to the wider retail and horticultural sector. The most significant risks identified by the directors for the 2025-2026 financial year are as follows:

Weather Dependency

Seasonal weather conditions remain the most influential factor affecting horticultural demand. The mixed trading pattern experienced during the year demonstrates the volatility of weather‑related sales.

Infrastructure Disruption

The prolonged closure of Rushmore Hill had a material adverse impact on footfall and turnover, highlighting the vulnerability of the business to external infrastructure issues.

Consumer Spending Pressures

The ongoing cost of living challenges continue to constrain discretionary household spending, directly affecting garden related purchases and café restaurant activity.

Rising Operational Costs

Energy, labour and supply chain costs remain elevated. The business continues to monitor and manage these pressures carefully, but they represent a significant ongoing risk to margins.

Energy Price Volatility and Supply Shocks

The company remains exposed to fluctuations in energy pricing, which can materially affect operating costs. Global supply uncertainty and market volatility continue to pose risks to both cost stability and long‑term planning.

Government Legislation and Regulatory Changes

Uncertainty surrounding government policy including changes to the National Living Wage (NLW), National Insurance (NI), and wider business taxation presents a significant risk to cost forecasting and long term financial planning. Any increases in statutory employment costs have a direct impact on profitability, particularly in a our labour intensive retail and horticultural environment.

Plant health regulations also continue to evolve, increasing administrative requirements and compliance costs, although optimistically this legislation may get easier with ongoing realignment with the EU.

Supply Chain and Production Risks

Following the closure of Hardy Nursery Production, the business is more reliant on external growers for hardy stock. While this provides greater flexibility, it also introduces risks relating to supplier availability, quality consistency and pricing.

The year saw significant operational and strategic developments:

• Completion of the review and closure of Hardy Nursery Production

• Continued strengthening of bedding plant production

• Improved labour efficiency through seasonal contract management

• Expansion of non plant retail categories

• Ongoing investment in customer experience and retail standards

• Continued engagement with the Employee Ownership Trust (EOT)

The directors remain confident that these changes will strengthen the business and improve long‑term profitability.

Future Outlook

Looking ahead, the directors anticipate a more stable trading environment once normal access to Rushmore Hill resumes. The operational changes implemented during the year particularly the restructuring of nursery production and improved labour efficiency have strengthened the business and reduced fixed costs.

The company will continue to:

• Develop and review existing bedding plant production

• Enhance non‑plant retail ranges

• Improve operational efficiency

• Manage costs carefully

• Strengthen resilience against weather‑driven volatility

The directors remain confident that Coolings is well positioned to navigate future economic and environmental challenges, supported by a clear strategic direction, a loyal customer base, and a committed team.

On behalf of the board

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

The principal activity of the company in the year under review was that of growing, cultivation and retail of plants and garden products.

The results for the year are set out on page 7.

Ordinary dividends were paid amounting to £16,667. The directors do not recommend payment of a further dividend.

No preference dividends were paid.

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

Perrys Audit Limited were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

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

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

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

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

• select suitable accounting policies and then apply them consistently;

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

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

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

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

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

Cooling's Nurseries Limited is a private company limited by shares incorporated in England and Wales. The registered office is Rushmore Hill, Nr Knockholt, Sevenoaks, Kent, TN14 7NN.

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 amounts in these financial statements are rounded to the nearest £1.

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

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

The company recognises revenue on goods sold at the point of sale through its shop tills. Revenue in respect of commissions and services rendered is recognised when performance has been fulfilled.

Goodwill represents the excess of the cost of acquisition of unincorporated businesses 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, which is 5 years.

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:

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

Freehold land is not depreciated. Freehold buildings are depreciated over 10 years.

In the year, depreciation for motor vehicles has changed from 25% reducing balance to 20% straight line based on the NBV as at 31/01/2025.

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

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

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.

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

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

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

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets, 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.

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

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 company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

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

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

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

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

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

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.

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

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 leases asset are consumed.

When the company 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 company 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.

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

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

A key example of such an estimate is with regard to the company making provision for replacement goods under its hardy plant guarantee.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2025 - 4).

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:

Goodwill is purchased goodwill in relation to the acquisition of two garden centres, the first in

November 2017 and the second in June 2019. The amortisation expense for the year is included in administrative expenses.

On 31 July 2020, the company purchased the trade and assets of the nursery known as Coolings Green & Pleasant (now Coolings Lifestyle), which was controlled by the director, P M Cooling. All assets were acquired at fair value including leasehold property improvements (£1), plant and machinery (£60,000), stock (£197,191) and goodwill (£nil).

Included in the £1,907m above is freehold land and buildings of £1,014m (2024: £1,030m).

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

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

Ordinary shares have the following rights, preferences and restrictions:

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the company.

Preference shares hold no voting rights and have no dividend rights.

Rights of shareholders on a return of capital or otherwise - 1st paying the EOT its entitlement, 2nd preference shares and 3rd distributed equally amongst other holders of Ordinary shares and Cooling Family Ordinary shares.

Fixed and floating charges are held over the company's assets by two of the shareholders of this company. The charge held is in relation to security for sum owed under a share purchase agreement.

Prior to the 2022-2023 financial year an Employee Ownership Trust (EOT) was created which purchased shares from the shareholders at that time.

As at the balance sheet date, the remaining EOT balance outstanding was £1,867,030. This is anticipated to be paid by February 2032.

During the year the amounts paid under the EOT amounted to £351,865 including interest (2025: £738,703).

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

The amount of non-cancellable operating lease payments recognised as an expense during the year was £134,000 (2025: £134,000).

During the year the company entered into the following transactions with related parties:

Details of the acquisition of the nursery known as Coolings Green & Pleasant, are provided in note 10.

Cooling's Nurseries EOT Trustees Limited is the ultimate controlling party.

We have audited the financial statements of Cooling's Nurseries Limited (the 'company') for the year ended 31 January 2026 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the 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 company's affairs as at 31 January 2026 and of its profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the directors' report 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.

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 directors' report.

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

• adequate accounting records have not been kept, 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.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined 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 gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud.

We designed audit procedures to respond to the risk, 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 or intentional misrepresentations, or through collusion.

We focused on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management.

We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

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

Use of our report

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