REGISTERED NUMBER: 01597594 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

HAYES GARDENWORLD LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Cash Flow Statement

11

Notes to the Cash Flow Statement

12

Notes to the Financial Statements

13

DIRECTORS:

M R Capell

A Gilpin

REGISTERED OFFICE:

Calluna House

Lake Road

Ambleside

Cumbria

LA22 0DW

REGISTERED NUMBER:

01597594 (England and Wales)

AUDITORS:

Wallwork Nelson & Johnson

Chartered Accountants & Statutory Auditors

Chandler House

7 Ferry Road Office Park

Riversway

Preston

Lancashire

PR2 2YH

SOLICITORS:

Squire Patton Boggs (UK) LLP

No 1 Spinningfields

1 Hardman Square

Manchester

M3 3EB

The directors present their strategic report for the year ended 31 December 2025.

RESULTS

At the start of 2024 the company refinanced with Together Commercial Finance Limited with a view to turning the business around, after a difficult few years trade. While there were some improvements, particularly at the garden centre site in Ambleside, unavoidable costs relating to the online trade combined with poor sales in that area left the company with insufficient capital to get through the following winter. The directors therefore recommended to the shareholders that a buyer be sought for the business, with a deal being reached in principle in November 2024.

On 17 April 2025, the company sold its trade and business assets to the British Garden Centre group, with an agreement for them to lease the site until the end of March 2026, at which time there would be an obligation to purchase the company shares. This meant that proceeds in 2025 could be used to clear significant debts within the company, with all other liabilities being cleared as part of the share sale agreement in 2026.

REVIEW OF BUSINESS

The principal activity of the company at the start of 2025 was that of a garden centre. From 17 April 2025 onwards, the company became solely a commercial landlord.

PRINCIPAL RISKS AND UNCERTAINTIES

Following the sale of the trade and business assets, the company ceased to be subject to significant direct commercial risks. The remaining risk and uncertainty therefore became the solvency of the British Garden Centre group, as their financial stability would guarantee our company's financial stability.

ON BEHALF OF THE BOARD:

A Gilpin - Director

19 March 2026

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

COMMENCEMENT OF TRADING

During the year, the company commenced a new trade of property letting, generating income from the rental of commercial property from 18 April 2025. The financial statements reflect the results from this activity from that date.

CESSATION OF TRADING

The company ceased its previous trade as a garden centre on 17 April 2025. All activities relating to this trade were discontinued at this point.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors who have held office during the period from 1 January 2025 to the date of this report are as follows:

D Klein - resigned 17 April 2025

K D Laird - resigned 17 April 2025

M R Capell - appointed 17 April 2025

A Gilpin - appointed 17 April 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

ON BEHALF OF THE BOARD:

A Gilpin - Director

19 March 2026

Opinion

We have audited the financial statements of Hayes Gardenworld Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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.

Emphasis of matter

We draw your attention to Note 19 of the financial statements which explains that prior to the reporting date, the shareholders entered into an agreement for the sale of 100% of the company's issued shared capital. Completion is expected to take place following the approval of these accounts. Our opinion is not modified in respect of this matter.

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

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

-

Enquiry of management and those charged with governance around actual and potential litigation and claims.

-

Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and

regulations.

-

Reviewing minutes of meetings of those charged with governance.

-

Reviewing financial statement disclosures and testing to support documentation to assess compliance with

applicable laws and regulations.

-

Auditing the risk of management override of controls and evaluating the business rationale of significant

-

transactions outside the normal course of business.

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

Use of our report

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

Paul Woodburn FCA (Senior Statutory Auditor)

for and on behalf of Wallwork Nelson & Johnson

Chartered Accountants & Statutory Auditors

Chandler House

7 Ferry Road Office Park

Riversway

Preston

Lancashire

PR2 2YH

19 March 2026

TURNOVER

1,498,041

9,919,179

Cost of sales

1,180,428

6,838,824

GROSS PROFIT

317,613

3,080,355

Administrative expenses

1,628,513

4,443,892

(1,310,900

)

(1,363,537

)

Other operating income

2,181,792

272,273

OPERATING PROFIT/(LOSS)

4

870,892

(1,091,264

)

Interest receivable and similar income

622

-

871,514

(1,091,264

)

Interest payable and similar expenses

6

308,646

312,439

PROFIT/(LOSS) BEFORE TAXATION

562,868

(1,403,703

)

Tax on profit/(loss)

7

1,237,642

(534,071

)

LOSS FOR THE FINANCIAL YEAR

(674,774

)

(869,632

)

LOSS FOR THE YEAR

(674,774

)

(869,632

)

OTHER COMPREHENSIVE INCOME

Revaluation of fixed assets

165,000

30,000

Income tax relating to other comprehensive income

(3,300

)

(7,500

)

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

161,700

22,500

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(513,074

)

(847,132

)

FIXED ASSETS

Tangible assets

8

9,412,318

10,042,953

CURRENT ASSETS

Stocks

9

-

1,587,431

Debtors

10

91,037

761,250

Cash at bank and in hand

115,258

228,733

206,295

2,577,414

CREDITORS

Amounts falling due within one year

11

2,525,568

2,203,207

NET CURRENT (LIABILITIES)/ASSETS

(2,319,273

)

374,207

TOTAL ASSETS LESS CURRENT LIABILITIES

7,093,045

10,417,160

CREDITORS

Amounts falling due after more than one year

12

-

(3,150,000

)

PROVISIONS FOR LIABILITIES

16

(26,710

)

-

NET ASSETS

7,066,335

7,267,160

CAPITAL AND RESERVES

Called up share capital

17

1,013,356

1,013,356

Revaluation reserve

18

1,874,623

1,400,674

Retained earnings

18

4,178,356

4,853,130

SHAREHOLDERS' FUNDS

7,066,335

7,267,160

The financial statements were approved by the Board of Directors and authorised for issue on 19 March 2026 and were signed on its behalf by:

A Gilpin - Director

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2024

1,013,356

5,722,762

1,378,174

8,114,292

Changes in equity

Total comprehensive income

-

(869,632

)

22,500

(847,132

)

Balance at 31 December 2024

1,013,356

4,853,130

1,400,674

7,267,160

Changes in equity

Total comprehensive income

-

(674,774

)

473,949

(200,825

)

Balance at 31 December 2025

1,013,356

4,178,356

1,874,623

7,066,335

Cash flows from operating activities

Cash generated from operations

1

(977,259

)

(952,012

)

Interest paid

(308,646

)

(312,439

)

Net cash from operating activities

(1,285,905

)

(1,264,451

)

Cash flows from investing activities

Purchase of tangible fixed assets

-

(40,630

)

Sale of tangible fixed assets

354,849

10,333

Sale of trade

1,645,004

-

Interest received

622

-

Net cash from investing activities

2,000,475

(30,297

)

Cash flows from financing activities

New loans in year

-

3,062,237

Loan repayments in year

(828,045

)

(1,086,801

)

Net cash from financing activities

(828,045

)

1,975,436

(Decrease)/increase in cash and cash equivalents

(113,475

)

680,688

Cash and cash equivalents at beginning of year

2

228,733

(451,955

)

Cash and cash equivalents at end of year

2

115,258

228,733

1.	RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31/12/25

31/12/24

£

£

Profit/(loss) before taxation

562,868

(1,403,703

)

Depreciation charges

59,306

193,329

Loss on disposal of fixed assets

51,480

29,140

Gain on sale of trade

(1,645,004

)

-

Finance costs

308,646

312,439

Finance income

(622

)

-

(663,326

)

(868,795

)

Decrease in stocks

1,587,431

559,754

Decrease in trade and other debtors

120,319

43,161

Decrease in trade and other creditors

(2,021,683

)

(686,132

)

Cash generated from operations

(977,259

)

(952,012

)

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 December 2025

31/12/25

1/1/25

£

£

Cash and cash equivalents

115,258

228,733

Year ended 31 December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

228,733

48,504

Bank overdrafts

-

(500,459

)

228,733

(451,955

)

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1/1/25

Cash flow

At 31/12/25

£

£

£

Net cash

Cash at bank and in hand

228,733

(113,475

)

115,258

228,733

(113,475

)

115,258

Debt

Debts falling due within 1 year

(106,119

)

(2,321,955

)

(2,428,074

)

Debts falling due after 1 year

(3,150,000

)

3,150,000

-

(3,256,119

)

828,045

(2,428,074

)

Total

(3,027,386

)

714,570

(2,312,816

)

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Turnover

Turnover is the amount derived from goods supplied during the year, and is stated after trade discounts and net of VAT.

Tangible fixed assets

Tangible fixed assets were originally included at cost.

Depreciation is provided at the following rates in order to write off each asset over its estimated useful life.

Freehold land

-

No depreciation is charged on freehold land.

Freehold buildings

-

No depreciation has been charged on freehold buildings, on the

grounds that it would be immaterial.

Plant and machinery

-

7.5%-15% straight line.

Motor vehicles

-

12.5% straight line.

Stocks

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

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

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

Financial instruments

Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability in the balance sheet. The corresponding dividends relating to the liability component are charged as interest expense in the profit and loss account.

Hire purchase and leasing commitments

Rentals payable under operating leases are charged in the profit and loss account on a straight line basis over the lease term.

Going concern

The use of the going concern basis of accounting is appropriate because there are no material uncertainties related to events or conditions that may cast significant doubt about the ability of the company to continue as a going concern.

3.	EMPLOYEES AND DIRECTORS

31/12/25

31/12/24

£

£

Wages and salaries

797,332

2,334,226

Social security costs

72,862

184,474

Other pension costs

20,815

60,384

891,009

2,579,084

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

31/12/25

31/12/24

Directors

2

2

Administration and support

5

9

Direct staff

34

101

41

112

31/12/25

31/12/24

£

£

Directors' remuneration

97,096

120,000

Directors' pension contributions to money purchase schemes

4,440

8,400

4.	OPERATING PROFIT/(LOSS)

The operating profit (2024 - operating loss) is stated after charging:

31/12/25

31/12/24

£

£

Depreciation - owned assets

59,306

193,329

Loss on disposal of fixed assets

51,480

29,140

Auditor's remuneration - The

audit of the company's annual

accounts

9,000

8,305

Operating Leases - other assets

-

249,079

Auditors remuneration - accountancy services

2,520

2,000

5.	EXCEPTIONAL ITEMS

31/12/25

31/12/24

£

£

Gain on sale of trade

1,645,004

-

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

31/12/25

31/12/24

£

£

Bank interest payable

16,772

27,366

Bank loan interest payable

291,874

285,073

308,646

312,439

7.

TAXATION

Analysis of the tax charge/(credit)

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

31/12/25

31/12/24

£

£

Current tax:

UK corporation tax

22,090

(168,600

)

Deferred tax

Origination and reversal of

timing differences

1,215,552

(365,471

)

Tax on profit/(loss)

1,237,642

(534,071

)

Reconciliation of total tax charge/(credit) included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31/12/25

31/12/24

£

£

Profit/(loss) before tax

562,868

(1,403,703

)

Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

140,717

(350,926

)

Effects of:

Utilisation of tax losses

(118,627

)

-

Adjustments to tax charge in respect of previous periods

-

(168,600

)

Deferred tax

1,215,552

(14,545

)

Total tax charge/(credit)

1,237,642

(534,071

)

Tax effects relating to effects of other comprehensive income

31/12/25

Gross

Tax

Net

£

£

£

Revaluation of fixed assets

165,000

(3,300

)

161,700

31/12/24

Gross

Tax

Net

£

£

£

Revaluation of fixed assets

30,000

(7,500

)

22,500

8.	TANGIBLE FIXED ASSETS

Freehold

land and

Plant and

Motor

buildings

machinery

vehicles

Totals

£

£

£

£

COST OR VALUATION

At 1 January 2025

9,515,000

2,231,294

335,315

12,081,609

Disposals

-

(1,720,290

)

(335,315

)

(2,055,605

)

Revaluations

(165,000

)

-

-

(165,000

)

Reclassification/transfer

50,000

(50,000

)

-

-

At 31 December 2025

9,400,000

461,004

-

9,861,004

DEPRECIATION

At 1 January 2025

-

1,746,442

292,214

2,038,656

Charge for year

-

53,502

5,804

59,306

Eliminated on disposal

-

(1,351,258

)

(298,018

)

(1,649,276

)

At 31 December 2025

-

448,686

-

448,686

NET BOOK VALUE

At 31 December 2025

9,400,000

12,318

-

9,412,318

At 31 December 2024

9,515,000

484,852

43,101

10,042,953

Cost or valuation at 31 December 2025 is represented by:

Freehold

land and

Plant and

buildings

machinery

Totals

£

£

£

Valuation in 2018

62,145

-

62,145

Valuation in 2020

830,000

50,000

880,000

Valuation in 2021

(322,743

)

-

(322,743

)

Valuation in 2023

1,152,964

-

1,152,964

Valuation in 2024

30,000

-

30,000

Valuation in 2025

(115,000

)

(50,000

)

(165,000

)

Cost

7,762,634

461,004

8,223,638

9,400,000

461,004

9,861,004

9.

STOCKS

31/12/25

31/12/24

£

£

Finished goods

-

1,587,431