REGISTERED COMPANY NUMBER: 2331440 (England And Wales) REGISTERED CHARITY NUMBER: 801349 REPORT OF THE DIRECTORS AND FINANCIAL STATEMENTS FOR THE YEI AR ENDFD JIST OCTOBER 2024 FOR EXBURY GARDENS LIMITED Shaw Gibbs (Audit) Limited Chartered Certified Accountants Statutory Audilor 25 St Thoma8 Street Winchester Hampshire S023 9HJ EXBURY GARDENS LIMITED COIYTENTS OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST OCTOBER 2024 Page Report of the Directors Report of the Independent Audltors Statement of Ffinanelal Aetlvltles io Balance Sheet Cash Flow Statement 12 Notes to the Cash Flow Statement 13 Notes to the Financial Statements 14 to 27 EXBURY GARDENS LIMITED REPORT OF TIIE DIRECTORS FOR THE YEAR ENDED 31ST OCTOBER 2024 The Directors who are also TNstees of the charity for the purposes of the Charities Act 201 I, present their report with the fmancial statements of the company and the charity for the year ended 31st October 2024. The Directors have adopted the provisions of Accounting and Reporting by Charities.. Statement of Recommended Practice applicable lo charilies preparing their accounts in aLcoi-diince with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (effective l January 2019). OBJECTIVES AND ACTIVI'fiF.S Objeetive% and activities for the public benefit The objectiveb of EGL, as sel, are l. To maintain, improve, develop and PTe8crve for the public benefit and to open to the public. Exbury Gardens in Hampshire. 2. To advance horticultural science. knowledge and learning for the public benefit. 3. To promote such other objects or purposes which are exclusively charitable according to current legislalion in England. For the year the main objectives were to carry out the above, with continued focus on maintaining ihe visitor experience and horticultural excellence within the Eardens. Achievements, Performance and plans for the future In contrast to the exceptionally dry conditions of the previous year, the Sumtner of 2024 was very wet with heavy rain affecting visitation on a number of days during the season. Despite the generally poor weather, the Spring flowering was particularly fine with many of Exbury Gardens, signature plants blooming more prolifically than for many years. In consequence and thanks to an increase in the number of events which took place in the gardens and to enhanced marketing, the number of visitors during the year rose from l 17,455 to 123,340,. a creditable result given ihe generally depressed economic conditions. This result was also helped by the efforts made to attract visitors in the periods outside the peak Spring flowering months involving, for instance, increased use of children, s activities. workshops and guided tours. The annual operating loss was £37,580 as compared with £199,680 the previous year. In December 2023, we held our second Christmas Fair. Building on the leaming of the earlier experience, the fonnat was changed to give more of a 'village' feel and investments were made in the operating infrastNcture of the event. However the event was hampered by atrocious wedther resulting in 6,073 visitors allending the fair as compared wilh 8,033 the year before. A decision was made to tighicn the managemenl btructure in the visitor centrL office to improvc operating erricicncy. l-his involved the taking over of the responsibilities of the former Marketing Manager by IhL Head of Operations and thus eliminating the need for a Further supporl rolc. As usual, ￿rther invcslmenls tolalling £239,000 from various sources wcre made to suppart and improvc the running of the gardcns. Notably, thc retail space of Lxbury Garden Rctail Lid. was doubled with a gencrally more up mdrkcl and varied number of iterns for salc. The attractive new facility was well received by our visitors. This, combined wilh other enhancements madL to the plant 8dles area, led io retail sales increasing from £139,726 to £175,896 which are shown in the Accounts of lully owned subsidiary Exbury Garden Retail Ltd. Page I EXBURY GARDENS LIMITED REPORT Ob- THF. DIRECTORS FOR THE YEAR ETrIDED 31ST OCTOBER 2024 Also of note, a decision was made to create a new borehole in Yard Wood to supply the Gilbury Reservoirs. This is to provide grealcr irrig4uon capacity to protec¢ against the conliiiuing risk of dry suinmcrs resulting froni climate chaijge. Whilst the instillation of ihe borehole ran past ils due date and was £32,100 over budgct, the board remain of tbe view that the insurance thus provided was vital to the fvture horticultural security of the gardens. Focus was given to improving the service in the facilities managed by Little Kitchen Compuny (LKCI rcsiiliiiig in genL'rally bL%lter comiii¢i)ls on Trip Adviser. LKC exlLndcd their activities in th¢ Visitor C¢nlre by taking over the rLU]iiing of the fortn¢r VGF outlet whith hag been renamed as 'Potting Shcd" The opcration of th£ Five Arrows Gallery is an important contributor to the Exbury Gardens experience. It is uscd for displays of lach¢nalias in the Spring und nerines iii the Aulunin as well as a yuccession of art ¢xhibitions involving a iiuiiib¢r of different media. During th¢ year, Exbury Estate donated the gallery to Lxbiiry Cjardeiis Trust. Exbiiiy Gardens Trust allow5 Exbury Gardens Ltd to use the gallery ond, und¢r an operating Ica5e which is yet lo be finiklibed, Exbury Gardens Limited bears the operational costs of the building. but also benefiis from all the iiicoine gcn¢raled therefrom. Two commemorations were celebratcd during the year: the 60 anniversary of the A2alea Bowl and thc 80th anniversary of D Day, thc latter supported by themcd 'Wartime Walks,. There were no changes to Directors made in the year. Public benetit The Dir¢¢lors confimi that they have paid due regard to Section 4 of the Charities Act 2011 and the Company Commi55ion's guidan¢e on publi¢ benefit in deciding what activities the Company should undertake. FINANCIAL REVIEW Flnancial review The Directors confirni that the accounts comply with the requirements of the Memorandum and Articles of Asso¢iation. Ai the end of Ihc year unrLslri¢ted fiindy carried foi'ward were £2,091,323 (2023: £2,128,903) and ihe r¢slriclcd liinds arricd fonvard for thc year wLr¢ £nil (2023.. £nil). Duriiig Ihc prior ycar, the Cliaimi81i agrccd Tcrnis of BIisiiic55 betwccn Exbury Garden% LiiiiilL.d and Exbury GHrd¢ns Trust in which provided for Ihc prinLiplc that Exbury (iardens Tru¥l would donate L200,000 pcr annuiii, subject lo revicw after Ilii'e¢ years froiii ihe #gyreeincnt. The donation assisl with working Capital and capital projects. The budgets, as in prior years, have been set on an enterprise and event basis to enable accurate analysis of each element of the business to assist with future management. Gen¢ral rescrveii policy The geiicral unrcsli'i¢ted fui)d is held to support adminislT&iion and overhead costs. The intention is that this should be grown und 113aii)lained in siirplus. Such unrcslricled incoine is availablc to be spent lll the discretion of Dircclors in the fvrtherunce of tlie objccts of the ¢ompany and may be uyed to fiiiancc both working capital and capital investment. Other fuiids ai'L restriclLd to specific projeGts. The Directors acknowledge thai furtlier uiirestricl¢d iiiLoine is desirable in order to maintain gencral reserves at the levcl required to tsuppon the genLral admini.slralion and overheads of thc company. Thc results of the company for the year arc set out on page 10. The net expenditure for the year of the company was £37,580 (2023.. net expenditure of £199,680) and has becn transferred to reserves. The Directors are satisfied that the company's fimds are available and ad¢quat¢ to fulfil its obligations. Page 2 I XBURY GARDENS LIMITED REPC)RT OF THE DtRICTORS FUII TIIC IEAR ENDED 31ST OCTOBER 2024 FINANCIAL REVIEW Golng ¢oncern The Directors hav¢ satisfied themsLlves that the Company is a going concern and has adequate resources to continue in operational cxistenuc for the foreseeable future. In fonning this vicw Il)c Directors Inade dpproprillte enquiries into the riniincial position of and r¢.8ourccs available lo the company incliiding those provided by rLlated pai'ties. The Directors have resolved the rcquireiiienl for working capital in the busii)e8s having agr¢¢d lernis of ongoing 811PPOrt from Exbury GardLns Trust as set Out Above. Fron) discussions with the Dir¢¢lors of this conipany the Directors bcliev¢ that adequate funds will continue to be made available to support the cornpany during the next twelve months. In addition, the CL71iipany lias previoiisly seciir¢d a loan of £650,000 against the Trust's endowment with an option of obtaining a further £1 00,000 if and when r¢quiTed. This loan wfts reduccd to £550,000 uutstanding in Ihe prior year. Thc Directors are grllleful for unrestricted donations given during thc year to the sum of £189,000 from Exbury Gardens TI'LISI. These and the above fornial und¢rtaking give the Directors confidencc in the ongoing support to thc eonipany by this conipany. As th¥ coinpany is a not for profit oi'ganisation and 1.8 nin for public bencfil the Directors have added further ways to inci'case piibliL iiivolvcincnl. In p41rliciil(IT. Ihey continLI¢ lo dcvelvp tlie voliinteer pro&yramme in the garden8 to allow menibci's of Ihc public morL hands-on involveinent in Ihc liorlicullural aciiviiies. The Directors continue to monitor closely all aspecls of the business Ihrough regular meetings with the senior management of the company and carry out regulaT internal reviews of the structurc and govcrnance of the company. Thei'etoff the Directors continue to adopt the going coiicem basis in preparing the financial statements. The financial staLLiiienls do not include any ddjuslinenl that would rcsiill from the withdrawal of support from Exbury Ciarden.% Trust. Further details regarding the adoption of the going conccm basis can be found ill Nole I to the financial .stutenients. Connected Charltles The company is connected to.. The Exbiiry GardLn5 Tntst of Tl)c Estate o￿lce. Exbiiry. SoiiihaTllPton. HHmpshir¢, S045 1 AZ that was foundcd by Ilie latc Mr Lcopold d¢ Roih8child lo siii)porl Ihal ch8rity al lh¢ dis'creti<)n ot. 115 Iruste¢s whi¢h hlls in recent years bcen in Ilie fvnii of 8ssiblin8 Ilie con)P coincide with on¢ of Exbury Garden5 Trust's two meetings a year, for Directors of the gardens and Directors of the trust to meet and discuss overall strategy. The DireKtors manage their risks through the above structure and regularly revi¢w these, whether financial, health and safety, employment or other risks to which the company may be exposed. The systems of management arc reviewed and procedures established to manage those risks. Directors The membership of the board is set out on page 5. All Directors served througbout the year. The method of appointh]ent of the board is as follow5.. A Director proposes a member to sit on the board and this proposal must be approved by the co-Directors. The proposal is made at board meetings and recorded in the minutes. No Directors had, during the year, any material int¢rest in a contract which was significant in relation to the company's business. Key management remuneralion The salaries and other tenns of employment of the key management personnel are reviewed annually by the Directors. Salari¢s are based on benchmarking against similar roles within other organisations and inflation is taken into account when reviewing salaries. Key mxnagement include Debbie Burrows, Tom Clarke and Robin Savill. REFERENCE AND ADMINISTRATIVE DETAILS Registcrcd Company numbcr 2331440 (England and Wales) Registered Charity number 801349 Registered office Esiate Office Exbury Southampton Hampshire S045 IAZ Page 4 EXBURY GARDENS LIMITED REPORT OF THE DIRECTORS FOR THE YEAR ENDED 31ST OCTOBER 2024 Director5 MAPAgius C H de Rothschild M-L E Agius N D de Rothschild K J Agius R G Deverell C E J Bubear Company Secretary W Sleeman Auditors Shaw Gibbs (Audit) Limited Chartered Certified Accountants Statutory Auditor 25 St Thomas Street Winchester Hampshire S023 9HJ Bonkers HSBC Bank PIC 55 Above Bar Street Southampton S014 7DZ Sollcltor$ Irwin Mitchell Belmont House Station Way Crawley RHIO IJA The company is registered as a charity, number 801349, and is limited by guarantee, number 2331440. The governing body of the company is the Board of Directors and its governing docutnents are the memorandum and articles of association. Therc are no restrictions upon the way the company can operate or upon the investment powers of the Directors. STATEMENT OF DIRECTORS, RESPONSIBILITIES Thc Directors (who are also the Trustees of Exbury Gardens Limited for Ihc purposes of charity law) are responsible for prcparing the Report of the Directors and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Acccpted Accounting Practice). Company law requires the Directors lo prepare financial statements for each financial ycar which give a true and fair view of the slate of aifairs of the charitable company and of the incoming resources and application of resources. including the incomc and expenditure, of ihe charitabl¢ company for that period. In preparing those fmancial statemcnts. the Directors arc required to sclcct suitable accounting policies and then apply them consistently; observe the methods and principles in th¢ Company SORP. make judgements and estimates that are reasonable and pwdent. prepare the finan¢ial statements on th¢ going concern basis unless it is inappropriate to presume that the charitable company will continue in business. Page 5 EXBURY GARDENS LIMITED REPORT OF THE DIRECTORS FOR THE YEAR ENDED 31ST OCTOBER 2024 STATEMENT OF DIRECTORSI RESPONSIBILITIES - ¢ontfinued The Directors are responsible for keeping proper a¢¢ounting records which disclose with reasonable accuracy at any timc thc financial position of the charitable company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the charitable company and hence for taking reasonable steps for the prevention and detection of fraud and other i￿egularitieS. In su far as the Directors are aware., there is no relevant audit infomiation of which the charitable company's auditors are unawarc. and thc Dircctors have taken all steps that they ought to have taken to make themselves aware of any relevant audit inforn]ation and to establish that the auditors arc aware of that inforn]ation. AUDITORS The auditor5. Shaw Gibbs (Audit) Limited, will be proposed for re-appointmcnt at the forthcoming Annual Gcncral Meeting. This report has been prepared in accordance with the speGial provisions of Part 15 of the Companies Act 2006 relating lo small companies. Approved by order of the board of Directors on ......... . and signed on its behalf by.. P Agius - Director Page 6 REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF EXBURY GARDENS LIMITED Opinion We have audited the financial statements of Exbury Gardens Limited (the 'charitable company,) for the year ended 3 Isl October 2024 which comprise the Statement of Financial Activities, the Balance Sheet, the Cash Flow Statement and notes to th¢ fman¢ial statements. including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). In our opinion the fmancial statements.. give a true and fair view of the state of the charitable company's affairs as at 31st O¢lober 2024 and of its incoming resources and appli¢ation of resources, including its income and expenditure, for the year then ended. have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice. and have been prepared in accordance with the requirements of the Companies Act 2006. Basis for oplnion We ¢ondu¢ted 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 charitable company in a¢¢ordance with the eihical requirements that are relevant to our audit of the financial statements in ihe UK, including the FRC'S Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obiained is sufficient and appropriate lo provide a basis for our opinion. Conclusions relating to golng ¢on¢¢rn In auditing th¢ financial statements, we have ¢on¢luded that Ihe Directors, use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on tbe work we have perfonned, we have not identified any material uncertainties relating to events or condtllons IhaL individually or colle¢tiv¢ly. may cast significant doubt on the charitable companys ability to continue as a going concern for a period of at least twelve months from when the fJnan¢ial statements are authorised for issue. Our responsibilities and the responsibilities of the Directors wilh respect lo going concern are described in the relevant sections of this report. Other information The Directors are responsible for the other inforn￿tion. The other infonnation Comprises the infomlation included in the Annual Report, other than th¢ financial slalements and our Report of the Independ¢nt Auditors ther¢on. Our opinion on the financial statements does not cover the other infornialion and, except to Ihe extent othenvise explicitly slated in our report, we do not express any forni of assurance conclusion thereon. In connection wilh our audit of the finanGial statements, our responsibility is to read the other inforniation and, in doing 50, consider whether the other infomiation is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to det¢rn]ine whether this gives rise to a material misstatement in the rinancial statements themselves. If. based on the work we have perfonned, we conclude that there is a material misstatement of this other inforniation. we are required to report that fact. We have nothing to report in this regard. Opinions on other matter$ prescribed by the Companles Act 2006 In our opinion, based on the work undertaken in the course of the audit: the inforniation given in the Report of the Directors for the financial year for which the fjnancial statements are prepared is consistent with the financial statements; and the Report of the Directors has been prepared in accordance with applicable legal requirements. Page 7 REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF EXBURY GARDENS LIMITED Matters on whieh Ive are required to report by exception In the light of the knowledge and understanding of the Charitable company and its environment obtained in the cours¢ of the audit, we have not identified material misstatements in the Report of the Directors. We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if. in our opinion: adcquale accounling records have not been kept or returns adequate for our audit have not been ￿ceIVed from brdnchcs not visited by us. or the financial statements are not in agreement with Éhe accounting rccurds and Tetyrns. or certain disclosures of Directors, rcmuncTation specified by law are not made. or we have not received all the infonnation and cxplanaiions we require for our audit. or the Directors were not entitled to takc advantage of the small companies exemption from the requirement to prepare a Strdtcgic Rcport or in preparing the Report of the DirectOTS. Responsibilities of Direetors As explained more fully in th¢ Statcment of Directors, Responsibiliti¢s. thc Directors (who are dlso the Directors of Ihc charitable company for the purposes of company law) are responsible for thc preparation of the financial statements and for being satisfied that they give a tru¢ and fair view, and for such intcrnal control as the Directors delern]in¢ is n¢¢cssary to enable the preparation of financial statements that are free from material misstat¢m¢nL whether due to fraud or ¢￿>T. In preparing the financial statements, the Directors are responsible for assessing the charitable company's ability lo continue as a going con¢em, disclosing, as applicable. matters related to going concern and using the going concern basis of accounting unless the Dire¢tors eliher intend to liquidate the ¢harAtable company or to cease operations, or have no realistic alternative but to do so. Our respon5ibilitie5 for the Aydit of the flnancial 5t¥tements Our objectives are to obtain reasonable assurance about whether th¢ financial statements as a whole are free from malerial misstatemen¢ whether due to fraud or error, and to issue a Report of the Independent Auditors that in¢ludes 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 delect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if. individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The extenl to which our procedures are capable of detecting i￿egular1tlCs, including fraud is detailed below.. We obtained an understanding of the legal and regulatory framework applicablc to the company via discussions with the DirectOTS and our previous knowledge of the company. This identified that the most significant laws and regulations relate Éo ihe fonn and content of the financial statcments such as the Charities Act 2011. Companies Act 2006, the Charities SORP (FRS 102) and Financial Reporting Standard 102. The company complies with these laws and regulations by using appropriately qualificd professionals to prepare the financial statements. As part of OUT planning process we asscsscd susceptibility of the company's financial ststemcnts to material misstatcmcnts, including how fraud might occur by making an a&sessment of the key risks. The key risks idcntified in respcct of Exbury Gardens Limited are revenue rccognition and nwlagcment override. The Directors confirmed no actual, suspected or alleged cascs of fiaud. ljased on this asscssment we designed our audit procedurcs to address the￿ key risk areas with an emphasis on testing controls in place in respect of sales and thosc arcas susceptible to management ovcrride including testing manual journals and making enquiries of management. A further description of our responsibilitics for the audit of the financial statements 15 located on the Financial Reporting Council's w¢bsit¢ at www.frc.org.uklauditorsresponsibilities. This dcscription fornis part of our R¢port of the Indep¢ndent Auditors. Page 8 REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF EXBURY GARDENS LIMITED Use of our report This report is made solely to the charitable company's members, as a body? in a￿ordanCe with Chapter 3 of Part 16 of the Companies A¢t 2006. Our audit work has been undertaken so that we might state to the charitable compangs members those matters we are required to state to them in an auditors, report and for no other pury)ose. To the fullest extent pernjitted by law, we do not accept or assume responsibility to anyone other than the charitable Company and the charitable company's members as a body, for our audit worl4 for this r¢porL or for the opinions we have fornied. Makeda Watkinson FCA (Senior Statutory Auditor) for and on behalf of Shaw Gibbs (Audit) Limited Chartered Certified A¢¢ountants Statutory Auditor 25 St Thomas Street Winchester Hampshire S023 9HJ Date.. Page 9 EXBURY GARDENS LIMTTED STATEMENT OF FIP4ANCIAL ACTIVITIES FOR TIIL YLAR EP4DED 31ST OCTOBLR 2024 2024 Total funds 2023 Total nds Unrestricted nd Restricted fund Notes INCOME AND ENDOWMENTS FROM Donations and legacies 399,514 399,514 345,119 Charitable activities Charitable Activities Generated funds 945,986 395,721 945,986 395,721 855,109 363,087 Investment income 87,116 85.880 Totgl 1,82 337 1,828.337 1.649,195 EXPENDITURE ON Charitable activitie5 Charitable Activities Governance costs Bank Charges and interest 1.800,190 22,616 43.111 1,800,190 22,616 43,111 1,828,368 23,901 36,606 Other 40 000) Total 1,865917 1865917 1848.875 NET INCOME/(EXPENDITURE) (37,580) (37,580) {199,680) RECONCILIATION OF FUNDS Total funds brought fon¥ard 2,128,903 2,128,903 2,328,583 TOTAL FUNDS CARRIED FORWARD 2 091323 2 091,323 2 128,903 The notes forn) part of th¢se finan¢ial statements Page 10 EXBURY CARDENS LIMITED BALANCE SHEET 31ST OCTOBER 2024 2024 2023 Notss FIXED ASSETS Tangible assets Invc5tments Investments Investment propety 1,401,865 1.273,677 12 13 40,000 1 195 000 40,000 1 195.000 2.636,865 2,508,677 CURRENT ASSETS Stocks Debtors Cash at bank 14 15 41,950 168,786 36.949 175,328 273 696 336J90 485,973 CREDITORS Amounts falling due within one year 16 (881,932) (865,747) NET CURREIYT ASSETS TOTAL ASSETS LESS CURRENT LIABILITIES 2,091,323 2,128.903 NET ASSETS 2 091323 2 128903 FUNDS Unrestricted funds 20 2 091323 2 128903 TOTAL FUNDS 2 091323 2 128 903 These fmancial statements have been prepared in accordance with the provisions applicable to charitable companies subject to the small companies regime. Tlie financial statements wcre approved by the Board of Directors and authorised for issue on IW..-.Uc)F.￿...￿Cl-Ma-. and were signed on its behalf by.. Agius - Dircctor The notes fomi part of these flnancial slaiements Pagell EXBURY GARDENS LtMITED CASH fLOW STATEMF,NT FOR THE YEAR ENDLD 31ST OCTOBER 2024 2024 2023 Note5 Cash flows from operating activitles Cash generated from operation8 Interest paid 185,339 {3.191) 36.606) Net c&sh provided by/(used in) operating activities 142 228 Cash floivs from investlng 4ctlvltle5 Purchase of tangible fixed assets Interest received (292,702) 2,432 (110,516) Net cash used in investing activities 290 270) 100 377) Crdsh flows from financlng actlvlties Loan repayments in year 100000 Net cash provided byl(used in) f1nancing activities i 00,000) Change in csish and Cash equlvalents In the reporting period Cash And cash equivalents at the beginnlng of the reportfing perlod (148,042) (240,174) 273 696 513 870 Cash and cash equivalents at the end Df the reporting perlod 125.654 273.696 The notes form part of these financial statements Page 12 FXBURY GARDENS LIMITED NOTES TO THE CASH fLOW S'TATF.MENT roR THE YEI AR ENDED 31ST OCTOBER 2024 RECONCILIATION OF NET EXPENDITURE TO NET CASH FLOW FROM OPERATINC ACTIVITIES 2024 2023 Net expenditure for the reporting period (as per the Statement of FID4ncial Activities) Adjustments for: Depreciation charges Interest received Interest paid Reverqal of impairnient (Jncrcase)Idecrease in stocks Decrease in debtors Increase in creditors (37,580) (199,680) 164,514 {2,432) 43.111 170,425 (10.139) 36.606 (40.000) 1.638 29.413 (s.ooi) 6,542 16,185 Net cash provlded byl(used in) operatlons 185339 ANALYSIS OF CHANGES IN NET DEBT At 1.11.23 C,ash tluw At 31.10.24 Net cash Cash at bank and in hand 273 696 148 042) 125 654 273 696 J48042 12S 654 Debt Dcbts fallin8 due within l year 550 000 550 000 550 000 550 000) Total 276 304 148 042 424 346 The notes forni part of these financial statements Page 13 EXBURY GARDENS LIMITED NOTES TO THE FINANCJAL STATF,MENTS FOR TFIE YFAR ENDED 31ST OCTOBER 2024 ACCOUNTING POLICIES Basls of preparing the financlAI statements The financial statements of the charitable ¢oinpany, which is a public benefit entity under FRS 102, have been prepar¢d in accordall¢e with the Charities SORP (FRS 102) 'Accounting and Rcpurling by Cliai'ilies: Stateinenl of RecommLnded Practice applicable lo chllrilie% preparing their accounts in accordaiice willi Ilic Finuncial Ruportiiig Standard applicable in the UK and Republic of Jreland (FRS 102) (cffeclivc l January 2019),, FiiiiL llci¢il Reportjiig Si4indard 102 'The Financial Reporting Si&ndard appliLable in Ihc UK and Republic of IrelaTid' and the Conipani¢s Act 2006. The financial statemen15 have beeii prcpared under the historitsal cost convention with the exception of investment properties and freehold pruperties which are included al market value. The financial statements havc bccn prcpllred on a going coThccrn basis. The ¢oiiipany is dependent on ontinucd support from Exbiiry Gardens Trust. From discussions with the trustces of Ihis charity the diroLtors bclicv¢ that adeq11411e fund& will coiilinu¢ lo be iiiadc availabl¢ Io 811pporl the company during the next twelve months. On this basis. the dii'eclors consider il appropriatc lo preparL the finaiicial statcnicntb on the going oncern bclsis. The finanoial staleiiicnl8 do not incliidc any adju4'1nieiil that woiild rLSLilt froin & wilhdrawal {)[ support from Exbury Gard¢ns Trust. Further dlscussion Can be found in thc directors, report. The significant accounting policies applicd in the preparation of thcsc financial statements set out below. These policies have been Gonsistently applied to all years prcsented unless oth¢nvise stated. PrepAr8tlon of consolldated finanLl41 statcments The finai)¢iul st&t¢iii¢nls conlain infoi'iiialion aboiii Exbury Gardens Li1￿lled ag on individual Company and do not contain consolidated financial information as th¢ parent of a group. Thc company is ixciiipl under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements. Critical accounting judgements and key sources of estimation uncertainty Th¢ estimates and assumptions which have a significant risk causing a mat¢ri&l adjustment to the carrying amount of assets and liabilities are as follows: (a) Valuation of frcehold and investincnt property Land and buildii)gs arc not prof¢&sion8lly valued every year and are included on the balance sheet based on the directors estimate of the market value at tbe balance sheet date. Income All income is recognised in the Statement of Financial Activities on¢e the company has entitlement to the funds, it is probable that the income will be received and the amount can be measured reliably. i) Income from charitable &¢tivities represents the net aniount charged to visito1% for garden entrance, aniiiial mcfflb¢rship, railway and mobility scooier use, shop inconi¢ and events income less any discounts. excluding value added tax. ii) Donations and legacics includc donations froni Exbury Gardens Trnst, oiher one off donations and gift aid claimed on visitor income. iii) Investment inconie is earned through holding asscts for investmcnt purposes such as property. It includes interest and rent. Rental income is recognis¢d as thc company's right to reccive payment is established. Expenditure Liabilities are recognised a5 expendilure as soon as thorc is a legal or conslructive obligation committing the company to that expenditure, it is probable that a transfer of ccoiioinic benefils will be reqiiiitd in seiileinent and the ainount of the obligation can be measiircd i'eliably. Expcndittire is account¢d for on an accrnals basis and has been ¢lassificd under headings that aggregatc all cost rclaled to thc category. Where costs cannoi be directly attributed to particular headings they have been alloca*d to activities on a basis con51Stent with th¢ use of resources. Page 14 continued... EXBURY GARDENS LIMITEI D NOTES TO THE FINANCIAL STATEI MENT,$ - contlnucd FOR THE YEAR LNDED 31ST OCTOBER 2024 ACCOUNTING POLICIES - continued Charitable activitles Direct charitable expenditure is considered to be expenditure which enables the company lo further ils objectives. Overhead expenditure is apportioned between dire¢t charitable expenditure and other expenditure on the best estimate of management. Research costs in connection with plant cataloguing are congidered lo relate to the flfftherance of the objectives of the coini?any und are therefore incliided in direct charitable expenditure. Govern4n¢e eosts Comprises the costs of governance arrangements, which relate to the general running uf the company. Allocation and apportionment of costs Wherc costs canlloi be directly attributed to particular headings tbey havc been allocated to activitics on a basis consistent with the use of resourccs Tangible fixed Yd55ets Dcpreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. Long l¢us¢hold biiilding8 and improv¢ments' 4.200/0 per annum straight line Plant and mRcliir)ery - 20-33D/n pcr anniini rediicing balance rixliires nnd fs11ings Motor vehiclcs 20-330/0 per aniiiim 8lruigihi line 10-25D/o per anniim reducing bAlanc¢ Railway - 5-20U/o pcr annum slrai¥hi line Railway rolling stock 5 /0 per annum straight line Taiigible fix¢d a8sel8 are slated at cost (or deemed cost) or vftliialion less Hcciiiniilal¢d dLI)f¢¢i intended. The freehold property is included at revalued cost and not depreciated. The directors consider that the life of these absc15 are so long, and the residual Values are so high, that their depreciation is insigiiificant. Any pennAiicnl diininution in the value of such property is Charged to the Slalement of financial activities as appropi'iate. Investment property Investment propLrly is shown at the mosl reL¢nt valuation. Any aggi'cgate siio)liis or dcficil arising from chat)gcs in fair value 15 recognised in unreslricl¢d funds through the Stalemeni of Fing4ncial Activities. Stocks Stocks are valued at the lower of cost and net realisable value. after making due allowance for obsoletc and slow moving items. Cost includcs all costs of purchase, costs of conversion and other cost5 incurrcd in bringing Stock to its prcsent lucation and condition. Taxation Thc company is exempt from corporation tax on its charitable ￿tIvIties. Fund accounting Unrestricted funds Can be used in accordance with the charitable objectives at the dis¢Tetion of the directors. Restricted fiinds can only be used for partiwlar restricted purposes within the objects of the company. Reslrtctions arise when specified by the donor or when fund5 are raised for particular reytricted pu4)oses. Page 15 onlinued... EXBURY GARDENS LIMITED NOTES TO THE FINANCIAL STATEMENTS - continued FOR THb YEAR ENDED 31ST OCTOBER 2024 ACCOUNTING POLICIES - contlnued Fund accounting Further explanation of the nalure and purpose of each fund is included in the noles to the financial statements. Flnanelal instruments The company only has financial assets and liabilities of a kind ihat qualify as basic financlal instrnments. Basic financial instruments are inilially re¢ognised at transaction value and subsequently measured at ih¢ir settlement value. Hire purchase Ydnd leasing commitments Rentals paid under operating leases are charged to the Statement of Financial Activities on a straight line basis over Ihe period of the lease. Penslon cost5 and other post-relirement benefAts The charitable company operates a defined contribution pension schem¢. Contributions payable to the charitable company's pension s¢heme are charged to the Statemenl of Financial Activities in the period to which they relate. Redundancy payments Redundancy payments are payable when employment is tern]inated by the company before the nornial retirement date or end of employment contract. Temiination costs are recognised at the earlier of when the company can no longer withdraw the offer of the payment or when the company recognises any related restructuring costs. Investments Investments in subsidiary undertakings are stated at cost less provision for pernianent itnpainnenL DONATIONS AND LEGACIES 2024 2023 Exbury Gardens Trust Oth¢r donations r¢¢¢ived Gift aid 189,000 155,272 201,000 87,037 399 514 345 119 INVESTMENT INCOME 2024 2023 Rents and concession fees received Deposit account interest Intcrest from related parties 84,684 2,432 75,741 4,351 5,788 85.880 Page 16 continued... EXBURY CARDENS LIMITED NOTES TO THE FINANCIAL STATEMENTS- continued FOR THE YEAR ENDED 31ST OCTOBER 2024 INCOME FROM CHARITABLE ACTIVITIES 2024 2023 Activity Charilablc Activities Charitable Activities Garden entrance fees Friends of Exbury Railway and mobility scooter income Spccial Events Shop income Sundry income 755,380 190,606 675.979 179.130 Generated funds GcneTated funds Generated funds Generated funds 181,564 138,886 18,159 57,112 164,041 125,606 15.359 58,081 1341,707 1,218 196 CHARITABLE ACTIVITIES COSTS Support costs (see note 6) Direct Costs Totals Charitsble Activities Bank charges and interest Governance Gosts 1,800,190 1,800,190 43,111 43,111 1800 190 1865 917 SUPPORT COSTS Governance ¢osts Management Toials Bank charges and interest Governance costs 43,111 43,111 NET INCOME/(EXPENDITURE) Net incomel(cxpenditure) is stated after charging/(crcditing): 2024 2023 Deprcciation - owned assets Othcr operating leases Auditor's remuneration - for the audit of the company's annual accounts 164,514 51,528 170,425 50,961 i 0,000 Page 17 continued.., XBURY GARDENS LIMITED NOTLS TO THE FINANCIAI, STA'fEMENTS- contlnued FOR THE YEAR ENDED 31ST OCTOBLI R 2024 DIRECTORSI REMUNEIL4TION AND BENEFITS There were no Direotors, remuneration or other benefits for the year ended 31 st October 2024 nor for the year ended 3 1st October 2023. Dlreetors, expenses There were no directors, expenses paid for the year ended 31st October 2024 nor for the year ended 3 1st October 2023. STAFF COSTS 2024 2023 Wages and salaries Social security cost5 Othcr pension costs 762,596 57,551 14,723 739,475 56,301 13,850 834 870 809 626 The average monthly number of employees during the year was as follows: 2024 2023 Sales and marketing Operations and maintenance Administration 30 28 45 43 One etnployee received emoluments in excess of £60,000 but less than £70,000 during 2024 (2023: one). Wages and salary Costs include redundancy payments of £5,000 (including £1,929 statutory redundancy pay and £3,071 for compensation for loss of office) to one employee. A number of the staff employed during the year are under part time contracts. The thll time equivalent positions during the year ended 31st October 2024 were as follows: Sales and Marketing 2 (2023.. 3), operations and maintenunce 18 (2023: 18) and administration 6 (2023: 6). During the year remuneration for key management personnel totalled £157,003 (2023.. £154,408). Oth¢r pension cost5 relate to the pcnsion contributions thdt the company nukes for the bencfit of cmployees. The total amount expenscd in the year with regard to company pension contributions is £14,723 {2023= £13,850) and the outstanding pcnsion liability relating to company contributions at the year end is £1,368 (2023: £1.238). Page 18 continued... EXBURY GARDENS LIMITED NOTEI S TO THE TrINANI CIAL STATEMENTS- continue roR TIIE YEAR ENDED 31ST OCTOBER 2024 io. COMPARATIVES FOR THE STATEMENT OF FINANCIAL ACTIVITIES Unrestricted nd Restricted fund Total nds INCOME AND ENDOWMENTS FROM Donations and legacies 345.119 345,119 Charitable activitles Charitable Activities Generated funds 855,109 363,087 855,109 363,087 Investment income 85,880 Total 1649 195 1,649 195 EXPENDITURE ON Charitable aetivitles Charitable Activities Govcmance costs Bank Charges and interest 1.828,368 23.901 36.606 1.828,368 23,901 36,606 Other 40 000) 40,000) Total 1.848 875 1848 875 NET INCOMEI(EXPENDJTURE) (199,680) (199,680) RECONCILIATION OF FUNDS Total funds brought fonvard 2,328,583 2,328,583 TOTAL FUNDS CARRIED FORWARD 2 128 903 2 128903 Page 19 continued... EXBURY CARDENS I,IMITED NOTES TO THE FINANCJAL STATTr:MENTS- contlnued FOR THE YEAR ENDED 31ST OCTOBER 2024 li. TANGIBLE FIXED ASSETS Plant, machinery, fixtures, fittings and motor vchicles Leasehold buildings Freehold property improvcments COST OR VALUATION At 1st November 2023 Additions 740,000 2J82,284 245 468 503,615 47,234 At 31 st October 2024 740,000 2,627,752 550,849 DEPRECIATION At I st November 2023 Charge for year 2,199,857 325,931 At 31 st October 2024 2 277 077 385 737 ET BOOK VALUE Al 3 1st October 2024 740,000 350 675 165 112 At 3 1st October 2023 182,427 177,684 FiX￿re5 and fittings Railway rolling stock Totals COST OR VALUATION At 1st November 2023 Additions 2,183,718 513,515 6,323,132 292 702 At 3 1st October 2024 2 183718 513 515 6 615 834 DEPRECIATION At I st November 2023 Charge for year 2,127,584 396,Ib83 20,79 5,049,455 164 514 At 31 st October 2024 2 134 282 416 873 5 2J3 969 NET BOOK VALUE At 31 st October 2024 1401865 At 3 1st October 2023 56,134 117432 1,273 677 Page 20 continued... EXBURY GARDENS LIMITED NOTES TO THE FINANCIAL STATEMENTS - contlnued FOR TFtE YEAR LNDED 3 1ST OCTOBER 2024 ii. TANGIBLE FIXED ASSETS - ¢ontinued Cost or valuation at 3 1st October 2024 is represented by: Plant, machinery> rRxtures, ritting5 and motor vehicles Leasehold buildftngs and improvemcnts Freehold property Valualion in 2021 Cost 170.625 569 375 2 627 752 $50 849 740.000 2 627,752 550 849 Fixtures and rittings Railway rolling stock Totydls Valuation in 2021 Cost 170,625 6 445 209 2 183 718 513 515 2 183 718 513,515 6615834 The freehold propety was revalued by Savills on 3 1st October 2021. FIXED ASSET INVESTMENTS 12. Shares in group undertakings MARKET VALUE At 1st November 2023 and 3 1st October 2024 iioooo PROVISIONS At 1st November 2023 and 31st October 2024 NET BOOK VALUE At 3 Ist October 2024 40,000 At 31st October 2023 40,000 There were no investment assets outside the UK. The company's inveslments at the balance sheet date in the share capital of companies include the following.. Page21 continued... EXBURY GARDENS LIMITED NOTES TO THE FINANCIAL STATEMENTS- contlnued FOR THE YEAR ENDED 31ST OCTOBER 2024 12. FIXED ASSET INVESTMENTS- continued Exbury Gardens Retail Limited Registered office: Nature of business.. Retail Class of share.. Ordinary holding loo 2024 2023 AggregpAte capital and reserves Profit for the year 15,079 45,223 50,391 27,752 13. INVESTMENT PROPERTY FAIR VALUE At 1st November 2023 and 3 1st Octr)ber 2024 1 195000 NET BOOK VALUE At 3 1st October 2024 1 195,000 At 31 st October 2023 1 195000 Fair value at 3 1st October 2024 is r¢pr¢sented by., Valuation in 202 I Valuation in 2018 Valuation in 2017 Valuation in 2016 Valuation in 2015 Cost 130,000 250,000 30,000 50,000 716,057 1 195000 The invcsttncnt properties were revalued by Savills on 3 1st October 2021. The dircctors do not considcr thcre to have been a significant change in valualion since OctobeT 2021. Page 22 ontinued.. EXBURY GARDENS LIMITED NOTES TO THE FINANCIAL STATEMENTS- continued FOR THE YEAR ENDED 31ST OCTOBER 2024 14. STOCKS 2024 2023 Stocks 15. DEBTORS 2024 2023 Amounts falling due within one year: Trade debtors Amounts owed by group undertakings Amounts due from related parties Other debtors Prepayments and accrued income 7,726 42,135 9,021 10,165 9,624 20,941 11.588 11,242 168786 94,008 Amounts falling due after more than one year.. Amounts owed by group undertakings Aggregate amounts 168,786 175328 16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR 2024 2023 Bank loans and overdrafts (see note 17) Trade creditors Social security and other taxes VAT Amounts owed to related parties Other Creditors Accruals and deferred income 550,000 33,021 22,575 31,160 10,025 3,078 232 073 550,000 79,678 22,613 21,732 8,342 2,995 180,387 881932 865,747 17. LOANS An analysis of the maturity of loans 15 given below.. 2024 2023 Amounts falling due within one year on demand: Working capital loan - Rothschild Bank 550,000 550,000 Page 23 onlinued... EXBURY GARDENS LIMITED NOTES TO THE FINANCIAL STATEMENTS- contlnued FOR THE ITAR ENDED 31ST OCTOBER 2024 18. SECURED DEBTS The following secured debts are included within creditors.. 2024 2023 Bank loans 550.000 550,000 The overdraft is secured by a mortgage over freehold propety known as 4, 5. 6 & 7 The Crescent Cottages. The propety has a present value well in excess of th¢ amount borrowed. The company has a loan from Rothschild Bank for the provision of working capital. It is secured against investments held by Exbury Gardens Trust, a ¢onnected charity see page 3. 19. ANALYSIS OF NET ASSETS BETWEEN FUNDS 2024 Total fvnds 2023 Total funds Unrestricted fund Restricted fiind Fixed assets Investments Current assets Current liabilities 1,401,865 1,235,000 336,390 881,932 1,401,865 1,235,000 336J90 881932 1,273,677 1,235,000 485,973 8()5 747) 2 091323 2 091323 2,128,903 20. MOVEMENT IN FUNDS Net movement in funds At 1.11.23 At 31.10.24 Unrestrlcted funds General ￿nd 2,128,903 (37,580) 2,091J23 TOTAL FUNDS 2 128 903 2 091323 Net movement in funds, included in the above are as follows: Incoming resources Resources expended Movement in fimds Unrestrlcted funds General fund 1,828,337 (1,865,917) (37,580) TOTAL FUIYDS 1828J37 1865,917) 37,580 Page 24 ontinued.,. EXBURY GARDENS LIMITED NOTES TO THE FINANCIAL STATEMENTS - continued FOR THE YEAR ENDED 31ST OCTOBER 2024 20. MOVEMENT IN FUNDS- contlnued Compgratives for movement In funds Nel movement in funds At 1.11.22 At 31.10.23 Unrestricted fund$ General fijnd 2,328,583 (199,680) 2,128,903 TOTAL FUNDS 2,328,583 i <)() 680 2 128903 Comparative net movement in fiinds, included in the above are as follows.. Incoming resources Resources expended Movement in funds Unrestrlcted funds General ￿nd 1,649,195 (1,848,875) (199,680) TOTAL FUNDS 1649 195 A current year12 months and prior year 12 month5 combined position is as follows: Net movement in funds At 1.11.22 At 31.10.24 Unrestricted funds General fund 2,328,583 (237,260) 2,091,323 TOTAL FUNDS 2,328.583 237 260) 2 091323 A current year 12 months and prior year 12 months combin¢d nel movement in funds, tn¢luded in the above are as follows.. Incoming resources Resources expended Movement in funds Unrestrleted fund5 General fund 3.477,532 (3,714,792) (237,260) TOTAL FUNDS 3.477 532 3,714.792) 237,260 Pag¢ 25 continued... EXBURY GARDENS LIMITED NOTES TO THE FtNANCIAL STATEMENTS - contlnued FOR THE YEAR ENDED 31 ST ocfoBER 2024 21. RELATED PARTY DISCLOSURES During the year the con]pany received unrestricted donattons from the directors, their c105e famlly or organisations connected to them as follows.. Unre$trlcted 2024 Unrestricted 2023 Directors Connected Charities Subsidiaries Other related parties 57,923 189,000 80,535 1,275 64,988 201,000 I,ioo In addition income was received by the company for staff and office services supplied to the directors, their close family or organisations Connected with them as follows.. 2024 2023 Directors Connected Charities Subsidiaries Other r¢lal¢d parties 43,590 237 28,280 53,410 49.754 302 60,890 52,641 During the year, expenditure was made by the Company on invoices received from directors, their close family or organisations Gonnected with them as follows: 2024 2023 Directors Subsidiaries her related parties 85,797 199,859 86,005 108,071 168,205 81,926 The company is liable to pay £1 per annum to Exbury Gardens Trust for rent of the Gardens. Included within the above are service occupancy lease costs from Exbury Estate for properties totalling £42,000 (2023.. £42,000). Year end balances arising from these transa¢tion8: 2024 2023 In debtors (note 15) Directors Conn¢¢ted Charities Subsidiaries Other related parties 4,597 42 42,135 4,985 4,401 61 91,485 7,125 Page 26 continued... EXBURY GARDENS LIMITED NOTES TO THE FINANCIAL STATEMENTS- Contlnued FOR THE YEAR ENDED 31ST OCTOBER 2024 21. RELATED PARTY DISCLOSURES- conthnued In Cr￿ltOrs.. due within one year (note 16) Directors Other related parties 5,012 5,013 3,334 5,008 During the prior year, a historical collection of approximately 30,000 Nerine bulbslplants were donated by ND and DL de Rothschild. We cannot reliably ascertain the fair value of the bulbslplants donated and therefore, in accordance with the charities SORP. the income from the donated bulb￿p1￿ntS is recognised when they are sold. In the Cu￿ent year this incorne totalled £7,066 (2023: £7,847) and is included in sundry income. zz. LEGAL STATUS The company is limited by guarantee and does not have any share capital. The guarantOTS are present directors of the ¢ompany. Each director is liable up to a maximum of £1. The ¢ompany was registered as a charity, number 801349, on 24 April 1989. Page 27