ACCOUNTS - Final Accounts

Turnover is wholly attributable to the principal activity of the Group incurred wholly in the United Kingdom.

Analysis of turnover by country of destination:

Period ended

31 December

Year ended

31 July

VAN HAGE & COMPANY (HOLDINGS) LIMITED - Company Information

Caseware UK (AP4) 2022.0.179 2022.0.179 2022-12-312022-12-312022-12-312021-08-01falsehodling company77falsefalse 00618483 2021-08-01 2022-12-31 00618483 2020-08-01 2021-07-31 00618483 2022-12-31 00618483 2021-07-31 00618483 2020-08-01 00618483 c:Director1 2021-08-01 2022-12-31 00618483 c:Director2 2021-08-01 2022-12-31 00618483 c:Director3 2021-08-01 2022-12-31 00618483 c:Director4 2021-08-01 2022-12-31 00618483 c:Director5 2021-08-01 2022-12-31 00618483 c:Director6 2021-08-01 2022-12-31 00618483 c:Director6 2022-12-31 00618483 c:Director7 2021-08-01 2022-12-31 00618483 c:Director7 2022-12-31 00618483 c:RegisteredOffice 2021-08-01 2022-12-31 00618483 d:Buildings 2021-08-01 2022-12-31 00618483 d:Buildings 2022-12-31 00618483 d:Buildings 2021-07-31 00618483 d:Buildings d:OwnedOrFreeholdAssets 2021-08-01 2022-12-31 00618483 d:Buildings d:ShortLeaseholdAssets 2021-08-01 2022-12-31 00618483 d:Buildings d:ShortLeaseholdAssets 2022-12-31 00618483 d:Buildings d:ShortLeaseholdAssets 2021-07-31 00618483 d:PlantMachinery 2021-08-01 2022-12-31 00618483 d:MotorVehicles 2021-08-01 2022-12-31 00618483 d:FurnitureFittings 2021-08-01 2022-12-31 00618483 d:OwnedOrFreeholdAssets 2021-08-01 2022-12-31 00618483 d:CurrentFinancialInstruments 2022-12-31 00618483 d:CurrentFinancialInstruments 2021-07-31 00618483 d:Non-currentFinancialInstruments 2022-12-31 00618483 d:Non-currentFinancialInstruments 2021-07-31 00618483 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 00618483 d:CurrentFinancialInstruments d:WithinOneYear 2021-07-31 00618483 d:Non-currentFinancialInstruments d:AfterOneYear 2022-12-31 00618483 d:Non-currentFinancialInstruments d:AfterOneYear 2021-07-31 00618483 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2022-12-31 00618483 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2021-07-31 00618483 d:Non-currentFinancialInstruments d:MoreThanFiveYears 2022-12-31 00618483 d:Non-currentFinancialInstruments d:MoreThanFiveYears 2021-07-31 00618483 d:ShareCapital 2022-12-31 00618483 d:ShareCapital 2021-07-31 00618483 d:ShareCapital 2020-08-01 00618483 d:SharePremium 2022-12-31 00618483 d:SharePremium 2021-07-31 00618483 d:SharePremium 2020-08-01 00618483 d:OtherMiscellaneousReserve 2021-08-01 2022-12-31 00618483 d:RetainedEarningsAccumulatedLosses 2021-08-01 2022-12-31 00618483 d:RetainedEarningsAccumulatedLosses 2022-12-31 00618483 d:RetainedEarningsAccumulatedLosses 2020-08-01 2021-07-31 00618483 d:RetainedEarningsAccumulatedLosses 2021-07-31 00618483 d:RetainedEarningsAccumulatedLosses 2020-08-01 00618483 d:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2022-12-31 00618483 d:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2021-07-31 00618483 d:AcceleratedTaxDepreciationDeferredTax 2022-12-31 00618483 d:AcceleratedTaxDepreciationDeferredTax 2021-07-31 00618483 d:TaxLossesCarry-forwardsDeferredTax 2022-12-31 00618483 d:TaxLossesCarry-forwardsDeferredTax 2021-07-31 00618483 d:RetirementBenefitObligationsDeferredTax 2022-12-31 00618483 d:RetirementBenefitObligationsDeferredTax 2021-07-31 00618483 d:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2021-08-01 2022-12-31 00618483 d:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2022-12-31 00618483 d:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2021-07-31 00618483 c:OrdinaryShareClass1 2021-08-01 2022-12-31 00618483 c:OrdinaryShareClass1 2022-12-31 00618483 c:OrdinaryShareClass1 2021-07-31 00618483 c:OrdinaryShareClass2 2021-08-01 2022-12-31 00618483 c:OrdinaryShareClass2 2022-12-31 00618483 c:OrdinaryShareClass2 2021-07-31 00618483 c:OrdinaryShareClass3 2021-08-01 2022-12-31 00618483 c:OrdinaryShareClass3 2022-12-31 00618483 c:OrdinaryShareClass3 2021-07-31 00618483 c:OrdinaryShareClass4 2021-08-01 2022-12-31 00618483 c:OrdinaryShareClass4 2022-12-31 00618483 c:OrdinaryShareClass4 2021-07-31 00618483 c:FRS102 2021-08-01 2022-12-31 00618483 c:Audited 2021-08-01 2022-12-31 00618483 c:FullAccounts 2021-08-01 2022-12-31 00618483 c:PrivateLimitedCompanyLtd 2021-08-01 2022-12-31 00618483 d:HirePurchaseContracts d:WithinOneYear 2022-12-31 00618483 d:HirePurchaseContracts d:WithinOneYear 2021-07-31 00618483 c:Consolidated 2022-12-31 00618483 c:ConsolidatedGroupCompanyAccounts 2021-08-01 2022-12-31 00618483 5 2021-08-01 2022-12-31 00618483 6 2021-08-01 2022-12-31 00618483 e:PoundSterling 2021-08-01 2022-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 00618483

VAN HAGE & COMPANY (HOLDINGS) LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

VAN HAGE & COMPANY (HOLDINGS) LIMITED

COMPANY INFORMATION

Directors	M C Charnley
	C D Roberts
	J E Van Hage
	J C Van Hage
	J A Van Stroud
	C L Van Hage
	W P Van Hage


Registered number	00618483


Registered office	C/O Roberts & Co Ltd
	2 Tower House
	Tower Centre
	Hoddesdon
	EN11 8UR


Independent auditors	Wilder Coe Ltd
	Chartered Accountants & Statutory Auditors
	1st Floor, Sackville House
	143-149 Fenchurch Street
	London
	EC3M 6BL

VAN HAGE & COMPANY (HOLDINGS) LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 2
Directors' Report	3 - 5
Independent Auditors' Report	6 - 9
Consolidated Statement of Comprehensive Income	10
Consolidated Balance Sheet	11
Company Balance Sheet	12
Consolidated Statement of Changes in Equity	13
Company Statement of Changes in Equity	14
Consolidated Statement of Cash Flows	15
Consolidated Analysis of Net Debt	16
Notes to the Financial Statements	17 - 38

VAN HAGE & COMPANY (HOLDINGS) LIMITED

GROUP STRATEGIC REPORT

FOR THE PERIOD ENDED 31 DECEMBER 2022

Business review and key performance indicators

The principal activity of the business during the period was that of the retailing of garden supplies and household products. The Group operated out of three garden centres and an e-commerce centre, until the sale of the trading subsidiary on the 9th November 2022.

The Board monitors the Group’s performance in a number of ways including key performance indicators.


		Period ended 31 December	Year ended 31 July
		2022	2021


Turnover	£26,061,318	£20,578,872
Gross profit	£10,532,410	£8,994,693
Gross profit percentage	40.41%	43.71%
Operating profit before impairment	£13,908,859	£1,407,501
Impairment	£Nil	£Nil
Operating profit	£13,908,859	£1,407,501
Operating profit margin %	53.37%	6.84%
Employees	278	240

Margins for the period came under pressure as the business faced high levels of unplanned surcharges in the period reflecting increases in global supply chain costs post the impacts of COVID-19. In addition to this industry wide overstocking of garden furniture drove reduced selling prices, further increasing margin pressures.

The business continued to manage the above inflationary cost increases resulting from Living Wage and utilities, albeit these cost pressures continue to be significant, as experienced by much of the Retail and Leisure sectors. This period we have seen a significant increase in shipping costs.

Following these pressures, the group was having a loss-making year and looking at increased level of debt. Following an approach from Blue Diamond, the goodwill was sold, the Peterborough lease surrendered and Chenies and Amwell freeholds leased to Blue Diamond.

Page 1

VAN HAGE & COMPANY (HOLDINGS) LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 DECEMBER 2022

Principal risks and uncertainties
The directors constantly monitor the risks and uncertainties facing the Company and these now centre around the value of the freeholds owned and the income obtained on them.

This report was approved by the board on 20 December 2023 and signed on its behalf.

J E Van Hage

Director

Page 2

VAN HAGE & COMPANY (HOLDINGS) LIMITED

DIRECTORS' REPORT

FOR THE PERIOD ENDED 31 DECEMBER 2022

The directors present their report and the audited financial statements for the period ended 31 December 2022.

Directors' responsibilities statement

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

Company law requires the directors to prepare audited financial statements for each financial period. Under that law the directors have elected to prepare the audited financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the audited financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

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

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent; and

∙prepare the audited financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the audited financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in the Directors' report may differ from legislation in other jurisdictions.

Results and dividends

The profit for the period, after taxation and minority interests, amounted to £14,880,689 (2022 - profit of £931,421).

Dividends of £Nil (year ended 31 July 2021: £250,000) were declared during the period.

Directors

The directors who served during the period were:

M C Charnley

C D Roberts

J E Van Hage

J C Van Hage

J A Van Stroud

C L Van Hage (appointed 22 December 2022)

W P Van Hage (appointed 22 December 2022)

Employees

Details of the number of employees and related costs can be found in note 8 to the financial statements.
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that

Page 3

VAN HAGE & COMPANY (HOLDINGS) LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 DECEMBER 2022

their employment with the company continues and the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical with that of other employers.

Employee Consultation
The Group places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the Company. This is achieved through formal and informal meetings and the Company updates. Employee representatives are consulted regularly on a wide range of matters affecting their current and future trends.

Page 4

VAN HAGE & COMPANY (HOLDINGS) LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 DECEMBER 2022

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Developments during the period

The immediate subsidiary, Van Hage & Company Limited, was sold on 09 November 2022.

Going Concern
The Group's financial statements have been prepared on a going concern basis.

Auditors

The auditors, Wilder Coe Ltd, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 20 December 2023 and signed on its behalf.

J E Van Hage

Director

Page 5

VAN HAGE & COMPANY (HOLDINGS) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VAN HAGE & COMPANY (HOLDINGS) LIMITED

Opinion

We have audited the financial statements of Van Hage & Company (Holdings) Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2022, which comprise the Group Statement of Comprehensive Income, the Group and Company Balance Sheets, the Group Statement of Cash Flows, the Group and Company Statement of Changes in Equity and the related notes, 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 Group's and of the parent Company's affairs as at 31 December 2022 and of the Group's profit for the period then ended;

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

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

Basis 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.

Conclusion 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 or the 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.

Page 6

VAN HAGE & COMPANY (HOLDINGS) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VAN HAGE & COMPANY (HOLDINGS) LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

Opinion 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 Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

∙the Group Strategic Report and the Directors' Report 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 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' Responsibilities Statement set out on page 3, 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 the 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 the parent Company or to cease operations, or have no realistic alternative but to do so.

Page 7

VAN HAGE & COMPANY (HOLDINGS) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VAN HAGE & COMPANY (HOLDINGS) LIMITED (CONTINUED)

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 an Auditors' 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 Group 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:

Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.
The following laws and regulations were identified as being of significance to the entity:

∙Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, company law, tax and pensions legislation and distributable profits legislation; and

∙Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business and therefore may have a material effect on the financial statements include GDPR in relation to retail standards, employment law and health and safety legislation.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of journal entries; and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud.
Where irregularities have been found and treatments have differed from what we have expected additional procedures have been conducted to ratify the discrepancies. If the irregularity is financial in nature then samples have been extended, and the irregular items extrapolated to ensure that no material misstatement has occurred. These irregularities are also communicated to management so that they can rectify the discrepancies or provide an explanation for the difference. Where the irregularity is a difference in treatment to what we had expected this has been communicated to management and additional explanation has been added ensure adequate disclosure where necessary.
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

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 Auditors' Report.

Page 8

VAN HAGE & COMPANY (HOLDINGS) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VAN HAGE & COMPANY (HOLDINGS) LIMITED (CONTINUED)

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 Auditors' 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.

Caryl King BSc ACA (Senior Statutory Auditor)

for and on behalf of

Wilder Coe Ltd

Chartered Accountants & Statutory Auditors

1st Floor, Sackville House

143-149 Fenchurch Street

London

EC3M 6BL

Date: 21 December 2023

Page 9

VAN HAGE & COMPANY (HOLDINGS) LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 31 DECEMBER 2022

	Period ended 31 December	Year ended 31 July
	2022	2021
Note	£	£


Turnover	4	26,061,318	20,578,872
Cost of sales		(15,528,908)	(11,584,179)
Gross profit		10,532,410	8,994,693
Distribution costs		(4,842,432)	(3,471,147)
Administrative expenses		(11,401,343)	(4,689,225)
Other operating income		750,352	573,180
Revaluation of investment properties		18,869,872	-
Operating profit	6	13,908,859	1,407,501
Profit on disposal of subsidiary		3,956,000	-
Interest payable and similar expenses	10	(191,574)	(158,495)
Profit before taxation		17,673,285	1,249,006
Taxation on profit	11	(2,795,888)	(306,118)
Profit for the financial period/year		14,877,397	942,888

Profit for the period attributable to:
Non-controlling interests	(3,292)	11,467
Owners of the parent Company	14,880,689	931,421
	14,877,397	942,888

All activities derive from continuing operations.
There were no recognised gains and losses for 2022 or 2021 other than those included in the consolidated statement of comprehensive income.

The notes on pages 17 to 38 form part of these financial statements.

Page 10

VAN HAGE & COMPANY (HOLDINGS) LIMITED

REGISTERED NUMBER: 00618483

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2022

	31 December	31 July
	2022	2021
Note	£	£

Fixed assets
Tangible fixed assets	12		27,850,000		11,018,804
Current assets
Stocks	15	-		2,478,200
Debtors	16	17,844		460,059
Cash at bank and in hand	17	508,429		2,132,605
		526,273		5,070,864
Creditors: amounts falling due within one year	18	(568,280)		(4,496,419)
Net current (liabilities)/assets			(42,007)		574,445
Total assets less current liabilities			27,807,993		11,593,249
Creditors: amounts falling due after more than one year	19		-		(3,736,094)
Provisions for liabilities
Deferred taxation	23	(5,669,261)		(678,912)
Other provisions	24	(100,000)		-
Net assets			22,038,732		7,178,243

Capital and reserves
Called up share capital	25	6,582	6,582
Redenomination reserve	26	418	418
Profit and loss account	26	22,031,732	7,151,043
Equity attributable to owners of the parent Company		22,038,732	7,158,043
Non-controlling interests		-	20,200
		22,038,732	7,178,243

The financial statements were approved and authorised for issue by the board and were signed on its behalf on
20 December 2023.

J E Van Hage

Director

The notes on pages 17 to 38 form part of these financial statements.

Page 11

VAN HAGE & COMPANY (HOLDINGS) LIMITED

REGISTERED NUMBER: 00618483

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2022

	31 December	31 July
	2022	2021
Note	£	£

Fixed assets
Investment property	12		27,850,000		17,894,687
Investments	13		-		250,000
			27,850,000		18,144,687
Current assets
Debtors	16	17,844		-
Cash at bank and in hand	17	508,429		19,359
Creditors: amounts falling due within one year	18	(2,099,023)		(1,161,040)
Net current liabilities			(1,572,750)		(1,141,681)
Total assets less current liabilities			26,277,250		17,003,006

Creditors: amounts falling due after more than one year	19		-		(3,736,094)
Provisions for liabilities
Deferred taxation	23		(5,669,261)		(2,716,273)
Other provisions		(100,000)		-
Net assets			20,507,989		10,550,639

Capital and reserves
Called up share capital	25		6,582		6,582
Share premium account	26		418		418
Profit and loss account brought forward		10,543,639		10,886,714
Profit/(loss) for the period		9,957,350		(343,075)
Profit and loss account carried forward			20,500,989		10,543,639
			20,507,989		10,550,639

The financial statements were approved and authorised for issue by the board and were signed on its behalf on
20 December 2023.

J E Van Hage

Director

The notes on pages 17 to 38 form part of these financial statements.

Page 12


		VAN HAGE & COMPANY (HOLDINGS) LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 DECEMBER 2022

	Called up share capital	Redenomination reserve	Profit and loss account	Equity attributable to owners of parent Company	Non-controlling interests	Total equity
	£	£	£	£	£	£
At 1 August 2020	6,582	418	6,466,560	6,473,560	11,795	6,485,355
Comprehensive income for the year
Profit for the year	-	-	931,421	931,421	11,467	942,888
Dividends: Equity capital	-	-	(246,938)	(246,938)	(3,062)	(250,000)

At 1 August 2021	6,582	418	7,151,043	7,158,043	20,200	7,178,243
Comprehensive income for the period
Profit for the period	-	-	14,880,689	14,880,689	(20,200)	14,860,489
At 31 December 2022	6,582	418	22,031,732	22,038,732	-	22,038,732

The notes on pages 17 to 38 form part of these financial statements.

Page 13


		VAN HAGE & COMPANY (HOLDINGS) LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 DECEMBER 2022

	Called up share capital	Redenomination reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 August 2020	6,582	418	10,886,714	10,893,714
Comprehensive income for the year
Loss for the year	-	-	(343,075)	(343,075)

At 1 August 2021	6,582	418	10,543,639	10,550,639
Comprehensive income for the period
Profit for the period	-	-	9,957,350	9,957,350
At 31 December 2022	6,582	418	20,500,989	20,507,989

The notes on pages 17 to 38 form part of these financial statements.

Page 14

VAN HAGE & COMPANY (HOLDINGS) LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED 31 DECEMBER 2022

			Period ended 31 December	Year ended 31 July
			2022	2021
			£	£

Cash flows from operating activities
Profit for the financial period/year	14,877,397	942,888
Adjustments for:
Depreciation of tangible assets	580,422	301,876
Revaluation of investment property	(18,869,872)	-
Interest paid	191,574	158,495
Taxation (credit)/charge	-	306,118
Decrease/(increase) in stocks	2,478,200	(333,349)
Decrease/(increase) in debtors	442,215	(119,724)
(Decrease)/increase in creditors	(3,430,210)	3,083
Increase in provisions	5,073,441	-
Corporation tax paid	-	(29,060)
Net cash generated from operating activities	1,343,167	1,230,327

Cash flows from investing activities
Purchase of tangible fixed assets	-	(551,339)
Sale of tangible fixed assets	1,458,254	81,102
Net cash from investing activities	1,458,254	(470,237)
Cash flows from financing activities
New secured loans	-	858,633
Repayment of loans	(4,234,023)	-
Dividends paid	-	(250,000)
Interest paid	(191,574)	(158,495)
Net cash used in financing activities	(4,425,597)	450,138
Net (decrease)/increase in cash and cash equivalents	(1,624,176)	1,210,228
Cash and cash equivalents at beginning of period	2,132,605	922,377
Cash and cash equivalents at the end of period	508,429	2,132,605

Cash and cash equivalents at the end of period comprise:
Cash at bank and in hand	508,429	2,132,605

The notes on pages 17 to 38 form part of these financial statements.

Page 15

VAN HAGE & COMPANY (HOLDINGS) LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE PERIOD ENDED 31 DECEMBER 2022


At 1 August 2021	Cash flows	Disposal of subsidiary	At 31 December 2022
£	£	£	£

Cash at bank and in hand	2,132,605	(190,529)	(1,433,647)	508,429
Debt due after 1 year	(3,736,094)	3,736,094	-	-
Debt due within 1 year	(518,454)	518,454	-	-
	(2,121,943)	4,064,019	(1,433,647)	508,429

The notes on pages 17 to 38 form part of these financial statements.

Page 16

VAN HAGE & COMPANY (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

1.	General information

Van Hage & Company (Holdings) Limited (Company Number: 00618483), having its registered office and principal place of business at C/O Roberts & Co Ltd, 2 Tower House, Tower Centre, Hoddesdon, EN11 8UR, is a private limited company incorporated in England and Wales.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

2.3

Going concern

The financial statements have been prepared on a going concern basis, which the Directors believe to be appropriate for the following reasons. The Directors have prepared cash flow forecasts for the Group for a period of at least 12 months from the date of approval of these financial statements and these show that the Group should be able to operate within the current facilities. In doing so, the Directors have considered all factors likely to affect future developments, performance and the financial position, including cashflows, liquidity position and borrowing facilities and the risk and uncertainties relating to business activities and current economic climate. The Group has held discussion with its bankers about its future borrowing needs and no matters have been drawn to the Group's attention to suggest that renewal or support from the bank to meet the Group's cashflow needs may not be forthcoming on acceptable terms.

Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Page 17

VAN HAGE & COMPANY (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is British Pound Sterling (GBP).

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated Statement of Comprehensive Income except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Consolidated Statement of Comprehensive Income within 'other operating income'.

2.5

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Website sales
Website sales are recognised when the goods are collected by delivery partners which is the point where the risk and rewards of ownership are transferred from the Company to the buyer.
Concession income
Concession income relates to income recognised from concessionaires who occupy space and operate within the garden centres. It is recognised when right to receive payment has been established. It is included in other income in the Consolidated Statement of Comprehensive Income.

Page 18

VAN HAGE & COMPANY (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to the Consolidated Statement of Comprehensive Income on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

The Group has taken advantage of the optional exemption available on transition to FRS 102 which allows lease incentives on leases entered into before the date of transition to the standard 01 August 2020 to continue to be charged over the period to the first market rent review rather than the term of the lease.

2.7

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to the Consolidated Statement of Comprehensive Income at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.

2.8

Finance costs

Finance costs are charged to the Consolidated Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.

2.9

Borrowing costs

All borrowing costs are recognised in the Consolidated Statement of Comprehensive Income in the year in which they are incurred.

2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in the Consolidated Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 19

VAN HAGE & COMPANY (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.11

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date.

2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

Depreciation is provided on the following basis:

Leasehold improvements	-	25 years straight line
Plant	-	12.5% reducing balance
Motor vehicles and computer equipment	-	5 years straight line
Fixtures and fittings	-	20 to 50 years straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Consolidated Statement of Comprehensive Income.

Page 20

VAN HAGE & COMPANY (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.13

Impairment of fixed assets and goodwill

Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each Balance Sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

2.14

Investment property

Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in the Consolidated Statement of Comprehensive Income.

2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.16

Stocks

Stocks are stated at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks. Net realisable value is based on selling prices less anticipated costs to completion and selling costs. Cost is based on the cost of purchase on a first in first out basis.

At each Balance Sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Consolidated Statement of Comprehensive Income.

2.17

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.18

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.19

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 21

VAN HAGE & COMPANY (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.20

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the Consolidated Statement of Comprehensive Income in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

Page 22

VAN HAGE & COMPANY (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.21

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Investments in non-derivative instruments that are equity to the issuer are measured:

∙at fair value with changes recognised in the Consolidated Statement of Comprehensive Income if the shares are publicly traded or their fair value can otherwise be measured reliably;

∙at cost less impairment for all other investments.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Statement of Comprehensive Income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the Balance Sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.

2.22

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 23

VAN HAGE & COMPANY (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the Group's accounting policies, which are described in note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Key source of estimation uncertainty - deferred tax
A deferred tax provision has been recognised in relation to capital allowances in advance of depreciation. In addition, a deferred tax provision on the revaluation of the properties has been recognised.
Key source of estimation uncertainty - property valuations
The estimates and assumptions associated with property valuation are based on historical experience, previous independent valuations and other factors that are considered to be relevant.
The estimates and underlying assumptions are reviewed on an ongoing basis.
The directors consider the key source of estimation uncertainty to relate to the carrying value of the Company's investment properties. The primary source of evidence for property valuations should be recent comparable market transactions conducted on an arm's length basis. However the valuation of the Company's investment property is inherently subjective, and it is made on the basis of assumptions made by the directors which may not prove to be accurate. Assumptions are made with regards to capitalisation yields and the expected performance of the UK Garden Centre market.
Key source of estimation uncertainty - stock provision
In determining stock provision, management takes into account the most reliable evidence available at the dates the estimates are made.
Key source of estimation uncertainty - investment impairment
An entity shall assess at each reporting date whether there is any indication that an asset may be impaired. If any such indication exists, the entity shall estimate the recoverable amount of the asset. If there is no indication of impairment, it is not necessary to estimate the recoverable amount. During the year, impairment is recognised for investment and certain fixed assets.
Key sources of estimation uncertainty - going concern
In assessing going concern, management made various assumptions within the forecasts including revenue and the ability to reduce operating costs.
The Group’s forecasts and projections takes into account reasonably possible changes in trading performance. Actual results, however, may vary due to changes in actual future trading.

Page 24

VAN HAGE & COMPANY (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

	United Kingdom	26,061,318	20,578,872

5.	Other operating income
		Period ended 31 December	Year ended 31 July
		2022	2021
		£	£

Net rents receivable	750,202	257,466
Furlough income	-	304,164
Commissions receivable	-	550
Grant income	-	11,000
Profit/(loss) on disposal of fixed assets	150	-
	750,352	573,180

Depreciation	580,422	301,876
Hire of plant and machinery	-	23,577
Other operating leases	1,949,590	1,022,549
Bad debts	-	13,000

Page 25

VAN HAGE & COMPANY (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

Fees payable to the Group's auditor and its associates for the audit of the Group's annual financial statements

29,000

33,000

	Fees payable to the Group's auditor and its associates for the audit of the Group's annual financial statements
	All other services	-	7,725

The audit fee of the Company is borne by one of its subsidiaries.

8.	Employees
	Staff costs, including directors' remuneration, were as follows
		Period ended 31 December	Year ended 31 July
		2022	2021
		£	£

Wages and salaries	5,657,745	3,857,380
Social security costs	391,551	247,932
Cost of defined contribution scheme	154,751	136,464
	6,204,047	4,241,776

The average monthly number of employees, including the Directors', during the period was as follows:


		Period ended 31 December	Year ended 31 July
		2022	2021

Sales	252	214
Administration	26	26
	278	240

The parent Company has no employees other than the directors, who received £116,150 in remuneration (2021: £39,039).

Page 26

VAN HAGE & COMPANY (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

9.	Directors' remuneration
		Period ended 31 December	Year ended 31 July
		2022	2021
		£	£

Directors' emoluments	599,894	575,466
Directors' pension costs	42,738	34,266
	642,632	609,732

During the period retirement benefits were accruing to 4 directors (2021 - 4) in respect of defined contribution pension schemes.

Bank loans and overdrafts

191,574

158,495

Page 27

VAN HAGE & COMPANY (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

Corporation tax
Current tax on profits for the period/year	-	182,041
Adjustments in respect of previous periods	(5,402)	-

	Deferred tax
	Origination and reversal of timing differences	2,801,290	124,077


	Taxation on profit on ordinary activities	2,795,888	306,118

Profit on ordinary activities before tax

17,673,285

1,249,006

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)	3,357,924	237,311
Effects of:
Expenses not deductible for tax purposes	69,635	18,086
Capital allowances for period/year in excess of depreciation	(242)	-
Non-taxable gains	(3,531,025)	-
Non-trade loan relationship debit	32,159	-
Non-trade loan relationship credit	(3,499)	-
Fixed asset differences	-	(73,356)
Deferred tax charge for the period/year	2,801,290	124,077
Creation of tax losses	75,048	-
Adjustments to corporation tax in respect of prior periods	(5,402)	-
Total tax charge for the period/year	2,795,888	306,118

Factors that may affect future tax charges

The company has tax losses of £394,989 (2021: £66,662) to offset against future taxable profits.

Page 28

VAN HAGE & COMPANY (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

12.	Tangible fixed assets
	Group

	Freehold investment properties (cottages only)	Freehold land and buildings	Leasehold improvements	Plant, fixtures and fittings	Total
	£	£	£	£	£
Cost or valuation
At 1 August 2021	905,312	11,955,616	471,915	6,036,695	19,369,538
Disposals	-	(1,778,461)	(471,915)	(6,036,695)	(8,287,071)
Revaluations	19,688	16,747,845	-	-	16,767,533
At 31 December 2022	925,000	26,925,000	-	-	27,850,000

At 1 August 2021	-	3,280,470	359,992	4,710,272	8,350,734
Charge for the year	-	52,118	11,485	516,819	580,422
Disposals	-	(1,230,249)	(371,477)	(5,227,091)	(6,828,817)
On revalued assets	-	(2,102,339)	-	-	(2,102,339)
At 31 December 2022	-	-	-	-	-
Net book value
At 31 December 2022	925,000	26,925,000	-	-	27,850,000
At 31 July 2021	905,312	8,675,146	111,923	1,326,423	11,018,804

All assets are held at cost except for freehold investment properties which are held at open market value and were assessed at 31 July 2022 by Colliers International Valuation UK LLP.

Page 29

VAN HAGE & COMPANY (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

12.Tangible fixed assets (continued)

	Company

	Freehold land and buildings	Freehold investment properties (cottages only)	Total
	£	£	£
Valuation
At 1 August 2021	17,061,356	905,312	17,966,668
Additions	1,000,000	-	1,000,000
Revaluations	8,863,644	19,688	8,883,332

At 1 August 2021	71,981	-	71,981
Charge for the year	6,414	-	6,414
Disposals	(78,395)	-	(78,395)
At 31 December 2022	-	-	-
Net book value
At 31 December 2022	26,925,000	925,000	27,850,000
At 31 July 2021	16,989,375	905,312	17,894,687

All assets are held at cost except for freehold investment properties which are held at open market value and were assessed at 31 July 2022 by Colliers International Valuation UK LLP.

Page 30

VAN HAGE & COMPANY (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

13.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£

	At 1 August 2021	250,000
	Additions	100,000
	Disposals	(350,000)

	Net book value
	At 31 December 2022	-
	At 31 July 2021	250,000

The subsidiary, Van Hage & Company Limited was sold on 9 November 2022.

14.	Investment properties
	Company

					31 December	31 July
					2022	2021
					£	£

Valuation
At 1 August 2021	17,894,687	17,900,000
Additions at cost	1,000,000	-
Revaluations	8,961,727	-
Charge for the year	(6,414)	(5,313)
At 31 December 2022	27,850,000	17,894,687

Investment properties held in the Company, which are all freehold were revalued to fair value at 31 July 2022, based on the valuation by Colliers International UK LLP.

Page 31

VAN HAGE & COMPANY (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

15.	Stocks
		Group 31 December	Group 31 July
		2022	2021
		£	£

	Goods held for resale	-	2,478,200

16.

Debtors

Group 31 December	Group 31 July	Company 31 December	Company 31 July
2022	2021	2022	2021
£	£	£	£

Due within one year
Trade debtors	-	19,618	-	-
Other debtors	17,844	-	17,844	-
Prepayments and accrued income	-	440,441	-	-
	17,844	460,059	17,844	-

17.	Cash and cash equivalents
		Group 31 December	Group 31 July	Company 31 December	Company 31 July
		2022	2021	2022	2021
		£	£	£	£

	Cash at bank and in hand	508,429	2,132,605	508,429	19,359

18.	Creditors: Amounts falling due within one year
		Group 31 December	Group 31 July	Company 31 December	Company 31 July
		2022	2021	2022	2021
		£	£	£	£

Bank loans (secured - see note 20)	-	497,929	-	497,929
Trade creditors	187,864	1,078,340	187,864	-
Amounts owed to group undertakings	-	-	1,530,743	643,091
Corporation tax	-	187,835	-	9,958
Other taxation and social security	30,416	216,331	30,416	261
Other creditors	50,000	20,525	50,000	-
Accruals and deferred income	300,000	2,495,459	300,000	9,801
	568,280	4,496,419	2,099,023	1,161,040

Page 32

VAN HAGE & COMPANY (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

19.	Creditors: Amounts falling due after more than one year
		Group 31 December	Group 31 July	Company 31 December	Company 31 July
		2022	2021	2022	2021
		£	£	£	£

	Bank loans (secured - see note 20)	-	3,736,094	-	3,736,094

20.	Loans


		Group 31 December	Group 31 July	Company 31 December	Company 31 July
		2022	2021	2022	2021
		£	£	£	£

Amounts falling due within one year
Bank loans	-	497,929	-	497,929
Amounts falling due 1- 2 years
Bank loans	-	497,929	-	497,929

Amounts falling due 2- 5 years
Bank loans	-	3,238,165	-	3,238,165
	-	4,234,023	-	4,234,023

The bank loans and overdraft are secured by way of a fixed and floating charge over the freehold land and buildings and other assets of the Group. Interest on the bank loan was payable at 3.25% (31 July 2021: 3.25%) over LIBOR.

21.	Operating lease receipts
	Total future minimum lease receipts under non-cancellable operating leases in respect of inter-group rentals are as follows:
		Company 31 December	Company 31 July
		2022	2021
		£	£

Within one year

515,660

Page 33

VAN HAGE & COMPANY (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

22.	Financial instruments
		Group 31 December	Group 31 July	Company 31 December	Company 31 July
		2022	2021	2022	2021
		£	£	£	£

	Financial assets
	Financial assets measured at fair value through profit or loss	508,429	2,132,605	508,429	19,359

Financial assets measured at fair value through profit or loss comprise cash at bank and in hand.

23.	Deferred taxation
	Group

	31 December 2022	31 July 2021
	£	£

At beginning of period/year	(678,912)	(554,835)
Charged to Statement of Comprehensive Income	(4,990,349)	(124,077)
At end of period/year	(5,669,261)	(678,912)

Page 34

VAN HAGE & COMPANY (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

23.Deferred taxation (continued)

Company

	2022	2021
	£	£

At beginning of period/year	(2,716,273)	(2,716,218)
Charged to Statement of Comprehensive Income	(2,952,988)	(55)
At end of period/year	(5,669,261)	(2,716,273)

The provision for deferred taxation is made up as follows:
	Group 31 December	Group 31 July	Company 31 December	Company 31 July
	2022	2021	2022	2021
	£	£	£	£

Revaluation of investment properties	(5,811,422)	(497,102)	(5,811,422)	(2,716,515)
Unutilised tax losses	142,161	(185,914)	142,161	242
Short term timing differences	-	4,104	-	-
	(5,669,261)	(678,912)	(5,669,261)	(2,716,273)

Page 35

VAN HAGE & COMPANY (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

24.	Provisions
	Group

		Other provision
		£

	At 1 August 2021	-
	Charged to profit or loss	100,000
	At 31 December 2022	100,000

Company

	Other provision	Total
	£	£

At 1 August 2021	-	-
Charged to profit or loss	100,000	100,000
At 31 December 2022	100,000	100,000

The provision due relates to an estimate of VAT due on concessions income.

Allotted, called up and fully paid

3,750 (31 July 2021 - 3,750) A Ordinary shares of €1.00 each -	1,187	1,187
1,250 (31 July 2021 - 1,250) B Ordinary shares of €1.00 each -	395	395
3,750 (31 July 2021 - 3,750) A Ordinary shares of £1.00 each -	3,750	3,750
1,250 (31 July 2021 - 1,250) B Ordinary shares of £1.00 each -	1,250	1,250

	6,582	6,582

Page 36

VAN HAGE & COMPANY (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

25.Share capital (continued)

The respective rights of the holders of the A sterling shares, the B sterling shares, the A € shares and the B € shares are as follows:

∙The holders of the A sterling shares and the B sterling shares shall have no right as such to receive notice of or to attend and vote at any general meeting of the Company.

∙The holders of the A sterling shares, and the B sterling shares shall have no right as such to receive dividends.

∙Subject to article 5.2 dividends may be declared by the Company in general meeting and may be declared in respect of any one class of sub-class of share without any obligation to declare or pay any dividend on any other class or sub-class of share subject always to the consent of or on behalf of the majority in nominal value of the holders of each such other class or sub-class of shares respectively (excluding the classes of A sterling shares and B sterling shares).

∙On a return of capital on a winding up or otherwise the surplus assets of the Company remaining after payment of its liabilities, shall be applied in the following order of priority:
• First in repayment to the holders of the A € shares and of the B € shares (each ranking pari passu for such purpose) together with a premium of £10,000 per A € share and per B € share.
• Subject thereto in repayment to the holders of the A sterling shares and of the B sterling shares (each ranking pari passu for such purpose) of the amount paid upon such shares.
• The balance (if any) to be distributed between the holders of the A € shares and the B €
shares (each ranking pari passu for such purpose).

26.

Reserves

Redenomination reserve

The redenomination reserve represents the exchange difference on redenomination of share capital and share premium from Guilder to Euros in 2015.

Profit and loss account

The profit and loss reserve represents cumulative profits or losses including unrealised profit on the remeasurement of investment properties, net of dividends paid and other adjustments.

27.	Contingent liabilities

The Company has given an unlimited cross guarantee to HSBC in respect of the bank indebtedness of its subsidiaries Van Hage & Company Limited and Van Hage & Company (Bragbury End) Limited. As at 31 December 2022 the total Group borrowings outstanding was £Nil (year ended 31 July 2021: £4,234,023). No liability is expected to arise.

28.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. Contributions totalling £Nil (31 July 2021: £20,525) were payable to the fund at the Balance Sheet date and are included in creditors.

Page 37

VAN HAGE & COMPANY (HOLDINGS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

29.	Commitments under operating leases
	At 31 December 2022 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group 31 December	Group 31 July
		2022	2021
		£	£

Not later than 1 year	-	1,365,919
Later than 1 year and not later than 5 years	-	3,401,036
Later than 5 years	-	7,227,202
	-	11,994,157

The Company itself had no commitments under non-cancellable operating leases at the Balance Sheet date.

Other
	31 December	31 July
	2022	2021
	£	£

Within one year

68,691

30.	Related party transactions
	Directors' transactions In the period an amount of £116,150 (31 July 2021: £39,039) was paid to an acting director for the provision of services to the entity.

31.	Controlling party

The ultimate controlling party is Spread Trustee Company Limited, a company incorporated in Guernsey.

Page 38