Farplants Group Limited - Accounts

Registered number

02213321

Farplants Group Limited

Report and Financial Statements

31 October 2023

Farplants Group Limited
Report and accounts
Contents
Page
Company information	1
Directors' report	2
Strategic report	3
Consolidated Profit and loss account	4
Consolidated Balance Sheet	5
Company Balance Sheet	6
Consolidated Statement of changes in equity	7
Company Statement of changes in equity	8
Statement of cash flows	9
Notes to the financial statements	10 - 22
Independent auditor's report	23 - 26

Farplants Group Limited

Company Information

Directors

Mike Tristram

Marc Jones

Jeff Hooper

Stephen Carter

Secretary

Jacqui Prior

Auditors

David Howard

1 Park Road

Hampton Wick

Kingston upon Thames

Surrey

KT1 4AS

Bankers

National Westminster Bank

27 South Street

Worthing

West Sussex

BN11 3AR

Registered office

Yapton Lane

Walberton

Arundel, West Sussex

BN18 0AS

Registered number

02213321

Farplants Group Limited
Registered number:				02213321
Directors' Report
The directors present their report and financial statements for the year ended 31 October 2023.
Principal activities
The company's principal activity during the year continued to be horticultural sales and distribution.
Directors
The following persons served as directors during the year:
	Mike Tristram
	Marc Jones
	Jeff Hooper
	Stephen Carter
Directors' responsibilities

The directors are responsible for preparing the report and 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 (Financial Reporting Standard 102 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 estimates that are reasonable and prudent;
●	state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
●	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.

Disclosure of information to auditors

Each person who was a director at the time this report was approved confirms that:
●	so far as he is aware, there is no relevant audit information of which the company's auditor is unaware; and
●	he 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 auditor is aware of that information.

This report was approved by the board on 28 March 2024 and signed by its order.

Mike Tristram

Director

Farplants Group Limited
Strategic Report for the year ended 31 October 2023
The Directors present their Strategic Report for the year to 31 October 2023 (the previously reported period was 14 months).
Principal activity
The principal activity of the company is horticultural sales and distribution.
Introduction
The Farplants Group have been providing many different varieties of plants to garden centres throughout the UK for over 50 years. Farplants is the trading arm of a cooperative that brings together four nurseries from the local area – Binsted Nursery, Fleurie Nursery, Walberton Nursery and Toddington Nurseries.
Business Review
Farplants is a supplier of plants to garden retailers, including a grocery multiple, and relationships remain strong with our customer base, as we continue to evolve to support their needs.
Financial key performance indicators
The Group’s key financial and other performance indicators during the period were as follows:
	2023	2022
Turnover	23,006,812	26,306,314
Gross profit	6,661,142	7,555,910
Operating profit	480,857	159,426
Principal risks and uncertainties
Our principal risks continue to be the weather and its effect on sales demand, and the shortage of seasonal labour. The weather impact is mitigated by our wide-ranging customer base and product portfolio. The availability of seasonal labour is being managed via stronger relationships with key agencies and improving our offering to workers. Productivity improvements throughout our finishing centre have also allowed for incremental reductions in handling hours, and we continue to focus on these efficiency gains.
This report was approved by the board on 28 March 2024 and signed by its order.
Mike Tristram
Director

Farplants Group Limited
Consolidated profit and loss account
for the year ended 31 October 2023
						12 months		14 months
Notes						2023		2022
£							£
Turnover				3		23,006,812		26,306,314
Cost of sales						(16,345,671)		(18,750,404)
Gross profit						6,661,141		7,555,910
Distribution costs						(5,038,946)		(6,516,163)
Administrative expenses						(1,201,197)		(941,980)
Other operating income				4		59,859		61,659
Operating profit				5		480,857		159,426
Interest payable				7		(133,968)		(99,170)
Profit on ordinary activities before taxation						346,889		60,256
Tax on profit on ordinary activities				8		(72,139)		(3,722)
Profit for the financial year						274,750		56,534
Profit attributable to the owners of parent company						274,750		56,534

Farplants Group Limited
Consolidated Balance Sheet
as at 31 October 2023
Notes				2023		2022
£					£
Fixed assets
Tangible assets	9			1,728,618		1,711,239
Current assets
Stocks	12		87,367		74,489
Debtors	13		1,721,062		1,954,768
Cash at bank and in hand			1,473,310		1,084,694
			3,281,739		3,113,951
Creditors: amounts falling due within one year	14		(1,142,145)		(1,141,674)
Net current assets				2,139,594		1,972,277
Total assets less current liabilities				3,868,212		3,683,516
Creditors: amounts falling due after more than one year	16			(1,921,774)		(2,018,855)
Provisions for liabilities
Deferred taxation	18			(16,192)		(9,165)
Net assets				1,930,246		1,655,496
Capital and reserves
Called up share capital	19			175,000		175,000
Capital redemption reserve				15,000		15,000
Profit and loss account	20			1,735,246		1,460,496
Attributable to owners of parent company				1,925,246		1,650,496
Non-controlling interests				5,000		5,000
Total equity				1,930,246		1,655,496
Mike Tristram
Director
Approved by the board on 28 March 2024

Farplants Group Limited
Company Balance Sheet
as at 31 October 2023
Notes				2023		2022
£					£
Fixed assets
Tangible assets	9			1,617,225		1,599,511
Investments	11			68,118		68,118
				1,685,343		1,667,629
Current assets
Debtors	13		1,565,560		1,393,505
Cash at bank and in hand			-		49,730
			1,565,560		1,443,235
Creditors: amounts falling due within one year	14		(568,865)		(638,523)
Net current assets				996,695		804,712
Total assets less current liabilities				2,682,038		2,472,341
Creditors: amounts falling due after more than one year	16			(1,921,774)		(1,712,926)
Provisions for liabilities
Deferred taxation	18			(4,722)		(9,165)
Net assets				755,542		750,250
Capital and reserves
Called up share capital	19			175,000		175,000
Capital redemption reserve				15,000		15,000
Profit and loss account	20			565,542		560,250
				755,542		750,250
Mike Tristram
Director
Approved by the board on 28 March 2024

Farplants Group Limited
Consolidated statement of changes in equity
for the year ended 31 October 2023
Share			Capital		Profit		Attributable	Non-	Total
capital			redemption		and loss		to owners	controlling
reserve					account		of parent	interests
£			£		£		£	£	£
At 1 September 2021		175,000		15,000		1,403,962	1,593,962	5,000	1,598,962
Profit for the period						56,534	56,534		56,534
At 31 October 2022		175,000		15,000		1,460,496	1,650,496	5,000	1,655,496
At 1 November 2022		175,000		15,000		1,460,496	1,650,496	5,000	1,655,496
Profit for the financial year						274,750	274,750		274,750
At 31 October 2023		175,000		15,000		1,735,246	1,925,246	5,000	1,930,246

Farplants Group Limited
Company statement of Changes in Equity
for the year ended 31 October 2023
Share			Capital			Profit		Total
capital			redemption			and loss
reserve						account
£			£			£		£
At 1 September 2021		175,000			15,000		556,012		746,012
Profit for the period							4,238		4,238
At 31 October 2022		175,000			15,000		560,250		750,250
At 1 November 2022		175,000			15,000		560,250		750,250
Profit for the financial year							5,292		5,292
At 31 October 2023		175,000			15,000		565,542		755,542

Farplants Group Limited
Consolidated statement of Cash Flows
for the year ended 31 October 2023
Notes			2023		2022
£				£
Operating activities
Profit for the financial year			274,750		56,534
Adjustments for:
Interest payable			133,968		99,170
Tax on profit on ordinary activities			72,139		3,722
Depreciation			54,399		50,133
(Increase)/decrease in stocks			(12,878)		10,659
Decrease in debtors			233,706		2,159,473
Decrease in creditors			(6,336)		(1,054,462)
			749,748		1,325,229
Interest paid			(133,968)		(99,170)
Corporation tax paid			(9,857)		(117,009)
Cash generated by operating activities			605,923		1,109,050
Investing activities
Payments to acquire tangible fixed assets			(71,779)		(25,242)
Cash used in investing activities			(71,779)		(25,242)
Financing activities
Repayment of loans			(145,528)		(492,556)
Cash used in financing activities			(145,528)		(492,556)
Net cash generated
Cash generated by operating activities			605,923		1,109,050
Cash used in investing activities			(71,779)		(25,242)
Cash used in financing activities			(145,528)		(492,556)
Net cash generated			388,616		591,252
Cash and cash equivalents at 1 November			1,084,694		493,442
Cash and cash equivalents at 31 October			1,473,310		1,084,694
Cash and cash equivalents comprise:
Cash at bank			1,473,310		1,084,694

Farplants Group Limited
Notes to the Accounts
for the year ended 31 October 2023
1	Summary of significant accounting policies
	Basis of preparation

	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 management to exercise judgment in applying the Company's accounting policies.
	The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and loss account in these financial statements.
	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 and liabilities and contingent liabilities are included in the Consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases. In accordance with the transitional exemption available in FRS 102, the group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 1 September 2015.

	Turnover
	Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue 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 Revenue from the sale of goods is recognised when all of the following conditions are satisfied: - the Company has transferred the significant risks and rewards of ownership to the buyer; - the Company 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 Company 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. Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: - the amount of revenue can be measured reliably; - it is probable that the Company will receive the consideration due under the contract; - the stage of completion of the contract at the end of the reporting period can be measured reliably; and - the costs incurred and the costs to complete the contract can be measured reliably.
	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, using the straight line method.
	Land and buildings			5% and 20% straight line
	Plant and machinery			20% straight line
	Computer equipment			33% 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 profit or loss.

	Stocks
	Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. 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 Statement of comprehensive income.
	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.
	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.
	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 profit or loss 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 Statement of Comprehensive Income in the same period as the related expenditure.
	Taxation
	Tax is recognised in profit or loss 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 income 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 operates and generates income.
	Provisions
	Provisions (ie liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably.
	Foreign currency translation
	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. Nonmonetary 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 profit or loss 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 Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
	Finance costs
	Finance costs are charged to profit or loss 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. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
	Operating leases
	Rentals paid under operating leases are charged to profit or loss 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.
	Pensions
	The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss 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 Company in independently administered funds.
2	Judgments in applying accounting policies and key sources of estimation uncertainty
	The preparation of the financial statements requires the directors to make judgments, estimates and assumptions that can affect the amounts reported for assets and liabilities, and the results for the year. The nature of estimation is such though that actual outcomes could differ significantly from those estimates. A management fee from the company's parent is charged and calculated based on the value of the assets used by the company during the period. The calculation method has been consistently applied and the directors judge this to be the most appropriate way to determine the value of economic benefit received for the use of its parents assets.
						12m 31 October		14m 31 October
3	Analysis of turnover					2023		2022
£							£
	Sale of goods					22,110,862		25,279,175
	Services rendered					895,950		1,027,139
						23,006,812		26,306,314
	By geographical market:
	UK					23,006,812		26,306,314
						12m 31 October		14m 31 October
4	Other operating income					2023		2022
£							£
	Other operating income					59,859		61,659
						59,859		61,659
						12m 31 October		14m 31 October
5	Operating profit					2023		2022
£							£
	This is stated after charging:
	Depreciation of owned fixed assets					54,399		50,133
	Operating lease rentals					64,967		91,437
	Auditors' remuneration for audit services					6,000		9,250
		12m 31 October		14m 31 October		12m 31 October		14m 31 October
6	Staff costs	Group	Group		Company		Company
		2023		2022		2023		2022
£			£		£		£
	Wages and salaries	2,699,808		3,004,966		-		-
	Social security costs	236,499		252,218		-		-
	Other pension costs	98,731		120,933		-		-
		3,035,038		3,378,117		-		-
	Average number of employees during the year
Number			Number		Number		Number
Group			Group		Company		Company
	Administration and support	10		9		5		5
	Sales, marketing and distribution	51		48		-		-
		61		57		5		5
						12m 31 October		14m 31 October
7	Interest payable					2023		2022
£							£
	Bank loans and overdrafts					133,968		99,170
						12m 31 October		14m 31 October
8	Taxation					2023		2022
£							£
	Analysis of charge in period
	Current tax:
	UK corporation tax on profits of the period					65,112		9,857
	Adjustments in respect of previous periods					-		(530)
						65,112		9,327
	Deferred tax:
	Origination and reversal of timing differences					7,027		(5,605)
	Tax on profit on ordinary activities					72,139		3,722
	Factors affecting tax charge for period
	The differences between the tax assessed for the period and the standard rate of corporation tax are explained as follows:
						12m 31 October		14m 31 October
						2023		2022
£							£
	Profit on ordinary activities before tax					346,889		60,256
	Standard rate of corporation tax in the UK					23%		19%
£							£
	Profit on ordinary activities multiplied by the standard rate of corporation tax					79,784		11,449
	Effects of:
	Expenses not deductible for tax purposes					20,345		3,081
	Capital allowances for period in excess of depreciation					(35,017)		(4,673)
	Adjustments to tax charge in respect of previous periods					-		(530)
	Current tax charge for period					65,112		9,327
9	Tangible fixed assets
	Group	Freehold property		Plant and machinery		Fixtures, fittings, and equipment		Total	Total
		At cost		At cost		At cost
£			£		£		£		£
	Cost or valuation
	At 1 November 2022	2,651,490		42,635		165,484		2,859,609
	Additions	-		351		71,428		71,779
	Disposals	-		-		(1,914)		(1,914)
	At 31 October 2023	2,651,490		42,986		234,998		2,929,474
	Depreciation
	At 1 November 2022	996,912		28,796		122,662		1,148,370
	Charge for the year	25,765		5,204		23,430		54,399
	On disposals	-		-		(1,913)		(1,913)
	At 31 October 2023	1,022,677		34,000		144,179		1,200,856
	Carrying amount
	At 31 October 2023	1,628,813		8,986		90,819		1,728,618
	At 31 October 2022	1,654,578		13,839		42,822		1,711,239
10	Tangible fixed assets
	Company	Land and buildings		Plant and machinery		Fixtures, fittings, and equipment		Total
		At cost		At cost		At cost
£			£		£		£
	Cost or valuation
	At 1 November 2022	2,585,975		37,497		83,140		2,706,612
	Additions	-		-		55,362		55,362
	Disposals	-		-		(1,914)		(1,914)
	At 31 October 2023	2,585,975		37,497		136,588		2,760,060
	Depreciation
	At 1 November 2022	996,912		27,049		83,140		1,107,101
	Charge for the year	25,765		4,501		7,382		37,648
	On disposals	-		-		(1,914)		(1,914)
	At 31 October 2023	1,022,677		31,550		88,608		1,142,835
	Carrying amount
	At 31 October 2023	1,563,298		5,947		47,980		1,617,225
	At 31 October 2022	1,589,063		10,448		-		1,599,511
11	Investments
	Company			Investments in	Loans to
subsidiary					subsidiary
undertakings					undertakings		Total		Total
£					£		£		£
	Cost
	At 1 November 2022			12,603		55,515		68,118
	At 31 October 2023			12,603		55,515		68,118
	The company holds 20% or more of the share capital of the following companies:
Capital and							Profit (loss)		Profit (loss)
	Company	Shares held				reserves	for the period		for the year
		Class		%	£		£		£
	Farplants Sales Limited	Ordinary		100		1,198,922		291,509
	Pride of Place Plants Limited	Ordinary		100		2		-
	Wallock Limited	Ordinary		50		10,000		-
	All group companies have the same registered office address.
12	Stocks					Group	Group
						2023		2022
£							£
	Raw materials and consumables					87,367		74,489
13	Debtors	Group	Group		Company		Company
		2023		2022		2023		2022
£			£		£		£
	Trade debtors	1,416,069		1,563,817		-		-
	Amounts owed by associates	163,750		163,750		103,750		103,750
	Amounts owed by subsidiary	-		-		1,460,833		1,288,431
	Deferred tax asset (see note 18)	-		-		-		-
	Other debtors	3,678		3,324		977		1,324
	Prepayments and accrued income	137,565		223,877		-		-
		1,721,062		1,954,768		1,565,560		1,393,505
14	Creditors: amounts falling due within one year
Group			Group		Company		Company
		2023		2022		2023		2022
£			£		£		£
	Bank loans & overdrafts	115,457		163,905		411,075		469,833
	Trade creditors	382,765		482,404		-		2,400
	Corporation tax	65,112		9,857		-		-
	Other taxes and social security costs	112,950		62,307		-		-
	Other creditors	140,785		156,079		-		-
	Accruals and deferred income	325,076		267,122		157,790		166,290
		1,142,145		1,141,674		568,865		638,523
15	Analysis of net debt			2023	Cash flow			2022
£					£		£
	Cash at bank and in hand			1,473,310		388,616		1,084,694
	Debt due within 1 year			(115,457)		48,448		(163,905)
	Debt due after 1 year			(1,921,774)		97,081		(2,018,855)
				(563,921)		534,145		(1,098,066)
16	Creditors: amounts falling due after one year
Group			Group		Company		Company
		2023		2022		2023		2022
£			£		£		£
	Bank loans	1,921,774		2,018,855		1,921,774		1,712,926
17	Loans	Group	Group		Company		Company
		2023		2022		2023		2022
£			£		£		£
	Analysis of maturity of debt:
	Within one year or on demand	115,457		163,905		115,457		163,905
	Between one and two years	121,729		144,036		121,729		144,036
	Between two and five years	406,638		456,387		406,638		456,387
	After five years	1,393,407		1,418,432		1,393,407		1,418,432
		2,037,231		2,182,760		2,037,231		2,182,760
	At the year end, bank loans included a fixed rate loan of £793,067 (2022: £852,759) and a rescheduled coronavirus business interruption loan (CBIL) of £1,244,164 (2022: £1,330,000) which had been arranged in December 2022. This was restructured to a 15 year loan, at 2.1% over Base for 7 years; the maturities shown here reflect that loan structuring.
	The bank loans are secured by unlimited guarantees of the company, Farplants Sales Limited, Farplants Limited and Wallock Limited, supported by debentures and first legal charges over land, provided by these companies in favour of the company's bankers.
18	Deferred taxation					2023		2022
£							£
	Accelerated capital allowances					16,192		9,165
						2023		2022
£							£
	At 1 November					9,165		14,770
	Charged/(credited) to the profit and loss account					7,027		(5,605)
	At 31 October					16,192		9,165
19	Share capital	Nominal		2023		2023		2022
value			Number		£		£
	Allotted, called up and fully paid:
	Ordinary shares	£1 each		175,000		175,000		175,000
20	Profit and loss account					2023		2022
£							£
	At 1 November					1,460,496		1,403,962
	Profit for the financial year					274,750		56,534
	At 31 October					1,735,246		1,460,496
21	Defined benefit pension plans
	The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £98,731 (2022: £120,634). Contributions totalling £18,367 (2022: £16,129) were payable to the scheme at the end of the year and are included in creditors.
22	Other financial commitments
	At the year end the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
Group			Group		Company		Company
		2023		2022		2023		2022
£			£		£		£
	Falling due:
	within one year	65,931		44,478		1,300		1,300
	within two to five years	161,164		121,734	-		-
		227,095		166,212		1,300		1,300
	The amount of non-cancellable operating lease payments recognised as an expense during the year was £64,967 (2022: £91,437).
23	Financial guarantee contracts
	The company has entered into a cross guarantee with National Westminster PLC in relation to the group's (Farplants Group Limited, Farplants Limited, Pride of Place Limited and Wallock Limited) bank borrowings. The amount of the financial guarantee contract is £455,883 (2022: £967,526).
24	Related party transactions
	Key management personnel
	Key management personnel are the directors of the company. Key management personnel salaries and other short term benefits totalled £209,978 (2021: £204,575).
	Summary of transactions with parent
	The company has taken advantage of the exemption in FRS 102 paragraph 33.1A from disclosing transactions with its parent company and other 100% owned companies.
	Summary of transactions with other related parties
	Farplants Limited (under common control)
	The company continued to provide an interest free loan of £104,001 to Farplants Limited. During the period Farplants Limited charged rent of £20,750 (2021: £16,600) to the company. At the balance sheet date the amount due from Farplants Limited was £60,000 (2021: £60,000).
	Binsted Nursery Limited (under the control of an owner and director of the parent company)
	Sales made to Binsted Nursery Limited during the period amounted to £202,265 (2022: £nil). Purchases from Binsted Nursery Limited during the period amounted to £4,174,310 (2022: £nil). At the balance sheet date the amount due from Binsted Nursery Limited was £2,168 (2022: £1,598) and the amount due to Binsted Nursery Limited was £1,799 (2022: £13,271).
	Fleurie Nursery Limited (under the control of an owner and director of the parent company)
	Sales made to Fleurie Nursery Limited during the period amounted to £360,006 (2022: £285,220). Purchases from Fleurie Nursery Limited during the period amounted to £6,055,427 (2022: £6,334,124). At the balance sheet date the amount due from Fleurie Nursery Limited was £15,282 (2022: £18,745), and the amount due to Fleurie Nursery Limited was £35,989 (2022: £144,157).
	Toddington Nurseries Limited (under the control of an owner and director of the parent company)
	Sales made to Toddington Nurseries Limited during the year amounted to £136,672 (2022: £186,711). Purchases from Toddington Nurseries Limited during the year amounted to £2,370,127 (2022:£3,276,729). At the balance sheet date the amount due from Toddington Nurseries Limited was £2,963 (2022: £4,566) and and the amount due to Toddington Nurseries Limited was £32,076 (£22,841).
	Walberton Nursery Limited (under the control of an owner and director of the parent company)
	Sales made to Walberton Nursery Limited during the period amounted to £158,163 (2022: £nil). Purchases from Walberton Nursery Limited during the period amounted to £2,649,276 (2022: £nil). At the balance sheet date the amount due from Walberton Nursery Limited was £5,080 (2022: £2,447), and the amount due to Walberton Nursery Limited was £20,416 (2022: £51,549).
25	Controlling party
	The ultimate controlling party is Mike Tristram.
26	Presentation currency
	The financial statements are presented in Sterling.
27	Legal form of entity and country of incorporation
	Farplants Group Limited is a private company limited by shares and incorporated in England.
28	Principal place of business
	The address of the company's principal place of business and registered office is:
	Farplants Group Limited
	Yapton Lane
	Walberton
	Arundel, West Sussex
	BN18 0AS

Farplants Group Limited

Independent auditor's report

to the members of Farplants Group Limited

Opinion

We have audited the financial statements of Farplants Group Limited (the 'parent company') and its subsidiaries for the year ended 31 October 2023, which comprise the Group Profit and loss account, 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 October 2023 and of the Group's profit for the year then ended
●	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice;
●	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 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.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group 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.
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
●	the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
●	the 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, 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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: The objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud or error; and to respond appropriately to those risks. Based on our understanding of the company and industry, and through discussion with management and those charged with governance (as required by auditing standards), we identified that the principal risks of noncompliance with laws and regulations related to health and safety, anti-bribery and employment law and General Data Protection Regulation (GDPR). We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue or reduce expenditure.

Audit procedures performed by the engagement team included: - Discussions with management and assessment of known or suspected instances of non-compliance with laws and regulations (including GDPR) and fraud; and - Assessment of identified fraud risk factors; and - Challenging assumptions and judgements made by management in its significant accounting estimates; and - Checking and reperforming the reconciliation of key control accounts; and - Performing analytical procedures to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud; and - Confirmation of related parties with management, and review of transactions throughout the year to identify any previously undisclosed transactions with related parties outside the normal course of business; and - Performing analytical procedures with automated data analytics tools to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud; and - Reading minutes of meetings of those charged with governance; and - Review of significant and unusual transactions using data analytics tools and evaluation of the underlying financial rationale supporting the transactions; and - Identifying and testing journal entries, in particular any manual entries made at the year end for financial statement preparation; and - Review of post year end customer receipts to test debtor recoverability; and - Direct confirmation of transactions and balances with related parties; and - Third party bank confirmations.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the company's internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' Report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' Report. However, future events or conditions may cause the company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. - Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Nicola King
(Senior Statutory Auditor)		1 Park Road
for and on behalf of		Hampton Wick
David Howard		Kingston upon Thames
Statutory Auditor		Surrey
28 March 2024		KT1 4AS