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REGISTERED NUMBER: 03466000 (England and Wales)















KEEPSTEM LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD

31 JANUARY 2021 TO 29 JANUARY 2022






KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)






CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022




Page

Company Information 1

Group Strategic Report 2 to 4

Report of the Directors 5 to 6

Report of the Independent Auditors 7 to 10

Consolidated Income Statement 11

Consolidated Other Comprehensive Income 12

Consolidated Statement of Financial Position 13

Company Statement of Financial Position 14

Consolidated Statement of Changes in Equity 15

Company Statement of Changes in Equity 16

Consolidated Statement of Cash Flows 17

Notes to the Consolidated Statement of Cash Flows 18 to 19

Notes to the Consolidated Financial Statements 20 to 35


KEEPSTEM LIMITED

COMPANY INFORMATION
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022







DIRECTORS: A E Day
R Hancox
M J Tate





SECRETARY: A E Day





REGISTERED OFFICE: Wool Hall Farm
Cross Gate
Wykeham
Spalding
Lincolnshire
PE12 6HW





REGISTERED NUMBER: 03466000 (England and Wales)





AUDITORS: Duncan & Toplis Limited, Statutory Auditor
Enterprise Way
Pinchbeck
Spalding
Lincolnshire
PE11 3YR

KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)

GROUP STRATEGIC REPORT
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

The directors present their strategic report of the company and the group for the period 31 January 2021 to 29 January 2022.

REVIEW OF BUSINESS
Throughout the period under review the core business of the group remained the production, harvesting, procurement, packing and marketing of a wide range of arable crops grown on excess of 16,000 acres of land in South Lincolnshire whilst continuing to provide agricultural contracting services to our established client base.

Following three successive years of unpredictable weather that had a significant impact on the group, in 2021 we avoided any of the climatic extremes that adversely impacted on crop production as a result of which yields of our own crops were near to the long-term average.

In 2020 the Covid-19 lockdowns had led to an increased demand for our products, in 2021 as restrictions were lifted, we saw at first a levelling out and then a slight reduction in turnover in the period under review. Total turnover of £54,416,611 was 2.5% down on the previous period but remains 5.2% better than pre-covid levels.

Although overall turnover was slightly reduced year on year, we retained all our existing customers who continue to acknowledge that our business remains the supplier that can be relied upon to deliver the quantity and quality of product needed at all times in a timely manner no matter how challenging that might be.

During 2021 the group started to be affected by some significant cost price increases, particularly with regards to electricity and fuel for our fleet of agricultural vehicles, the former rising by 28% and the latter by 51% over the course of the year. This cost price inflation that the group had to absorb squeezed profit margins leading to a reduction in operating profit from £616,075 in the previous period to £242,611.

The group continues to be mindful that it has a significant presence in the locality given the area of land farmed and number of vehicles needed to conduct its operations and always endeavours to minimise the impact of its operations on the community and the environment.

Looking ahead, in 2022 we have successfully re-negotiated prices with all our retail customers to cover the continuing steep rise in input costs in addition to which selling prices for our combinable crops and sugar beet will also be well above 2021 levels. Accordingly, the directors remain confident of the future prospects for the group.

PRINCIPAL RISKS AND UNCERTAINTIES
Our primary risk is in relation to the impact that the weather can have on crop yields and costs of production. We have however operated subject to these risks for over 35 years but with experienced managers, the best possible equipment and a supporting network of growers have always been able to maximise our output of high quality product in order to meet the exacting standards of our customers.

The company is also subject to environmental and health and safety risks and mitigates these by its focus on employee training, equipment & facilities maintenance and a rolling equipment renewal programme.


KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)

GROUP STRATEGIC REPORT
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

SECTION 172(1) STATEMENT
Keepstem Limited: Stakeholder Engagement

As the Board of Keepstem Limited, we have a legal responsibility under section 172 of the Companies Act 2006 to act in the way we consider, in good faith, would be most likely to promote the company's success for the benefit of its members as a whole, and to have regard to the long-term effect of our decisions on the company and its stakeholders. This statement addresses the ways in which we as a Board manage this responsibility.

Promoting the company's success for its members

Keepstem Limited was incorporated in November 1997 as the corporate entity to be used by the three founding shareholders Robin Hancox, Aubrey Day and Martin Tate to acquire the whole of the share capital of Lincolnshire Field Products Limited. The company and its group continues to be owned and controlled by these three, with Robin Hancox continuing to be the majority shareholder. We're proud of the ways in which, over the last 24 years, the group has continued to achieve consistent long-term growth and has provided employment, training and financial reward for in excess of 100 colleagues.

We aim to be the best-in-class supplier of fresh produce within all the marketplaces in which we trade and have demonstrated a strong history of customer service. In a competitive market we strive to continue to grow our business through further opportunities with our current customers and through new business based on our reputation for quality of service and product, accessibility to colleagues at all levels within our business, and personal relationships developed over time with our customer base.

We acknowledge that, in order to progress to the next phase in the company's future, it is likely that we will need to enhance our asset base. Our twin aims are to maximise the company's ability to grow profits and market share whilst returning the highest possible value to the shareholders.

We make strategic decisions based on long-term objectives. In particular, this has meant significant investment in our farm and packing equipment and our IT infrastructure. Investment will continue over the coming years to ensure we continue to offer top quality produce at a competitive price.

Engaging with stakeholders

Our key stakeholders, and the ways in which we engage with them, are as follows:

Our employees
Our operations rely heavily on a skilled team including tractor drivers, factory operatives, production staff and management on a 7 day a week basis, as well as a focused central team of marketing, finance, HR and IT professionals. We are renowned for our customer service, which requires us to adapt to the ever-changing impact of our variable climate on product availability. We cannot achieve this without our team.

Recruitment and retention of staff is therefore a critical business activity. We help to engage with team members by:

- setting remuneration at market-leading rates,

- providing training and career development support,

Our customers and suppliers
We invest heavily in our farm and packing equipment replacement programme ensuring that we have the most fuel efficient and environmentally beneficial vehicles, together with a robust driver training system, to ensure we can continue to offer customers the best quality produce in the marketplace. We liaise with key customers on a daily basis and meet regularly to review new opportunities.

Our business model prioritises quality and service. We believe we are competitive in our chosen marketplaces, but feel it is our consistently high levels of product quality and availability that differentiates us from our piers. Our customers value the high degree of interaction and expertise.

We have built and will maintain a reputation for transparency and fair dealing in our interaction with customers and suppliers.

Our community
We are a private group of company's, and the three shareholders all continue to work within the businesses that operates within a 25-mile radius of Spalding, and we continue to be a significant employer in the local community. We provide fresh produce to several local charities and fund-raising groups throughout the year.




KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)

GROUP STRATEGIC REPORT
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

Our planet
Our industry contributes to environmental pollution and we are working hard to minimise the impact of our operations. We operate the most modern low emissions equipment and our focus on driver behaviour also enables us to ensure our impact on the environment is minimised.

FINANCIAL KEY PERFORMANCE INDICATORS
1. There was a gross profit of £11,882,821 in the period which was a positive 21.8% margin, compared to a positive 22.3% margin in the previous period.

2. Operating profit of £232,249 (2021 - £583,492) is stated after other income of £905,576 in the current year compared to £934,766 in the previous period.

OTHER KEY PERFORMANCE INDICATORS
The group measures its non-financial performance in several areas as follows:

1. The securing of new business is a critical area if the business is to continue to grow. The value of contracts won during the year is therefore closely monitored by directors.

2. The service delivery to key customers is measured and reported on a daily, weekly and monthly basis, in conjunction with those key customers in areas such as delivery on time, service availability and quality scores.

ON BEHALF OF THE BOARD:





A E Day - Director


9 August 2022

KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)

REPORT OF THE DIRECTORS
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

The directors present their report with the financial statements of the company and the group for the period 31 January 2021 to 29 January 2022.

PRINCIPAL ACTIVITY
The principal activities of the group are farming and its allied trades.

DIVIDENDS
No dividends will be distributed for the period ended 29 January 2022.

DIRECTORS
The directors shown below have held office during the whole of the period from 31 January 2021 to the date of this report.

A E Day
R Hancox
M J Tate

PRINCIPAL FINANCIAL RISKS AND UNCERTAINTIES
The company uses various financial instruments including loans, cash and various items, such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the company's operations.

The existence of these financial instruments exposes the company to a number of financial risks, which are described in more detail below.

The main risks arising from the company's financial instruments are market risk, interest rate risk, credit risk and liquidity risk.

MARKET RISK
Market risk encompasses three types of risk, being currency risk, fair value interest rate and price risk. The company's policies for managing fair value interest rate risk are considered along with those for managing cash flow interest rate risk and are set out in the subsection entitled "interest rate risk" below.

LIQUIDITY RISK
The company seeks to manage liquidity risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Short-term flexibility is achieved by an asset backed bank lending facility.

INTEREST RATE RISK
The company finances its operations through a mixture of retained profits, bank borrowings and hire purchase agreements. The company's exposure to interest rate fluctuations or its borrowings is mitigated by the use of fixed interest hire purchase agreements.

CREDIT RISK
The company's principal financial assets are cash and trade debtors.
In order to manage credit risk, the directors set limits for customers based on a combination of payment history and third party credit references. Credit limits are reviewed on a regular basis in conjunction with debt ageing and collection history.

GOING CONCERN
The group's finances were reviewed and restructured post year end with the group securing sufficient new funding facilities with a new provider. The group was involved in a group restructure post year end and is now controlled by a new holding company. As a result the directors therefore believe that the group can continue to adopt the going concern basis in preparing the financial statements.


KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)

REPORT OF THE DIRECTORS
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

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

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

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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

ON BEHALF OF THE BOARD:



A E Day - Secretary


9 August 2022

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
KEEPSTEM LIMITED

Opinion
We have audited the financial statements of Keepstem Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 29 January 2022 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 29 January 2022 and of the group's profit for the period then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

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

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
KEEPSTEM LIMITED


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 Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

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

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

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
KEEPSTEM LIMITED


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

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We have identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial experience, knowledge of the sector, a review of regulatory and legal correspondence and through discussions with Directors and other management obtained as part of the work required by auditing standards.

We have also discussed with the Directors and other management the policies and procedures relating to compliance with laws and regulations. We communicated laws and regulations throughout the team and remained alert to any indications of non-compliance throughout the audit.

The potential impact of different laws and regulations varies considerably. Firstly, the company is subject to laws and regulations that directly impact the financial statements (for example financial reporting legislation) and we have assessed the extent of compliance with such laws as part of our financial statements audit.

This included the identification and testing of unusual material journal entries and Challenging management on key estimates, assumptions and judgements made in the preparation of the financial statements. These key areas of uncertainty are disclosed in the accounting policies.

Secondly, the company is subject to other laws and regulations where the consequence for non-compliance could have a material effect on the amounts or disclosures in the financial statements. We identified the following areas as those most likely to have such an effect: Health and Safety regulations, Food Safety regulations, and Employment laws.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management, and inspection. This inspection included a review of the external audits conducted within the year for any evidence of non-compliance, in addition to an assessment of the company's employment and health and safety controls. Through these procedures, if we became aware of any non-compliance, we considered the impact on the procedures performed on the related financial statement items.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. As with any audit, there is a greater risk of non-detection of irregularities as these may involve collusion, intentional omissions of the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
KEEPSTEM LIMITED


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




Alistair Main FCA (Senior Statutory Auditor)
for and on behalf of Duncan & Toplis Limited, Statutory Auditor
Enterprise Way
Pinchbeck
Spalding
Lincolnshire
PE11 3YR

9 August 2022

KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)

CONSOLIDATED INCOME STATEMENT
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

Period Period
31.1.21 to 29.1.22 2.2.20 to 30.1.21
Notes £    £    £    £   

TURNOVER 3 54,416,611 55,818,728

Cost of sales 42,533,790 43,366,115
GROSS PROFIT 11,882,821 12,452,613

Distribution costs 6,186,095 6,747,298
Administrative expenses 6,370,053 6,056,587
12,556,148 12,803,885
(673,327 ) (351,272 )

Other income 905,576 934,766
OPERATING PROFIT 5 232,249 583,494

Exceptional items 6 - 86,687
232,249 670,181

Interest receivable and similar income - 8,757
232,249 678,938

Interest payable and similar expenses 7 213,919 276,093
Other finance costs 22 3,000 2,000
216,919 278,093
PROFIT BEFORE TAXATION 15,330 400,845

Tax on profit 8 (34 ) (118,834 )
PROFIT FOR THE FINANCIAL PERIOD 15,364 519,679
Profit attributable to:
Owners of the parent 15,364 519,679

KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

Period Period
31.1.21 2.2.20
to to
29.1.22 30.1.21
Notes £    £   

PROFIT FOR THE PERIOD 15,364 519,679


OTHER COMPREHENSIVE INCOME
Remeasurement gain/(loss) on defined
benefit pension scheme 492,000 (31,000 )
Movement on deferred tax relating to
defined benefit pension asset 60,630 3,990
Income tax relating to components of other
comprehensive income

-

-
OTHER COMPREHENSIVE INCOME FOR THE
PERIOD, NET OF INCOME TAX

552,630

(27,010

)
TOTAL COMPREHENSIVE INCOME FOR THE
PERIOD

567,994

492,669

Total comprehensive income attributable to:
Owners of the parent 567,994 492,669

KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
29 JANUARY 2022

2022 2021
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 10 11,059,916 8,965,143
Investments 11 - -
11,059,916 8,965,143

CURRENT ASSETS
Valuation 12 6,536,758 4,860,615
Debtors 13 10,082,388 10,769,474
Cash at bank and in hand 38,701 499
16,657,847 15,630,588
CREDITORS
Amounts falling due within one year 14 23,437,451 20,224,038
NET CURRENT LIABILITIES (6,779,604 ) (4,593,450 )
TOTAL ASSETS LESS CURRENT LIABILITIES 4,280,312 4,371,693

CREDITORS
Amounts falling due after more than one year 15 (2,846,342 ) (2,962,717 )

PENSION ASSET/(LIABILITY) 23 390,000 (153,000 )
NET ASSETS 1,823,970 1,255,976

CAPITAL AND RESERVES
Called up share capital 21 10,000 10,000
Share premium 22 304,229 304,229
Revaluation reserve 22 2,010,538 2,010,538
Capital redemption reserve 22 1,005,170 1,005,170
Merger reserve 22 605,723 605,723
Retained earnings 22 (2,111,690 ) (2,679,684 )
SHAREHOLDERS' FUNDS 1,823,970 1,255,976

The financial statements were approved by the Board of Directors and authorised for issue on 9 August 2022 and were signed on its behalf by:





R Hancox - Director


KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)

COMPANY STATEMENT OF FINANCIAL POSITION
29 JANUARY 2022

2022 2021
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 10 - -
Investments 11 7,919,475 7,919,475
7,919,475 7,919,475

CREDITORS
Amounts falling due within one year 14 10,876,557 10,866,196
NET CURRENT LIABILITIES (10,876,557 ) (10,866,196 )
TOTAL ASSETS LESS CURRENT LIABILITIES (2,957,082 ) (2,946,721 )

CAPITAL AND RESERVES
Called up share capital 21 10,000 10,000
Share premium 22 304,229 304,229
Capital redemption reserve 22 1,005,170 1,005,170
Merger reserve 22 605,723 605,723
Retained earnings 22 (4,882,204 ) (4,871,843 )
SHAREHOLDERS' FUNDS (2,957,082 ) (2,946,721 )

Company's loss for the financial year (10,361 ) (63,907 )

The financial statements were approved by the Board of Directors and authorised for issue on 9 August 2022 and were signed on its behalf by:





R Hancox - Director


KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

Called up
share Retained Share
capital earnings premium
£    £    £   

Balance at 2 February 2020 10,000 (3,359,283 ) 304,229

Changes in equity
Total comprehensive income - 492,669 -
Realised on sale - 186,930 -
Balance at 30 January 2021 10,000 (2,679,684 ) 304,229

Changes in equity
Total comprehensive income - 567,994 -
Balance at 29 January 2022 10,000 (2,111,690 ) 304,229
Capital
Revaluation redemption Merger Total
reserve reserve reserve equity
£    £    £    £   

Balance at 2 February 2020 2,197,468 1,005,170 605,723 763,307

Changes in equity
Total comprehensive income - - - 492,669
Realised on sale (186,930 ) - - -
Balance at 30 January 2021 2,010,538 1,005,170 605,723 1,255,976

Changes in equity
Total comprehensive income - - - 567,994
Balance at 29 January 2022 2,010,538 1,005,170 605,723 1,823,970

KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

Called up
share Retained Share
capital earnings premium
£    £    £   

Balance at 2 February 2020 10,000 (4,807,936 ) 304,229

Changes in equity
Total comprehensive income - (63,907 ) -
Balance at 30 January 2021 10,000 (4,871,843 ) 304,229

Changes in equity
Total comprehensive income - (10,361 ) -
Balance at 29 January 2022 10,000 (4,882,204 ) 304,229
Capital
redemption Merger Total
reserve reserve equity
£    £    £   

Balance at 2 February 2020 1,005,170 605,723 (2,882,814 )

Changes in equity
Total comprehensive income - - (63,907 )
Balance at 30 January 2021 1,005,170 605,723 (2,946,721 )

Changes in equity
Total comprehensive income - - (10,361 )
Balance at 29 January 2022 1,005,170 605,723 (2,957,082 )

KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

Period Period
31.1.21 2.2.20
to to
29.1.22 30.1.21
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 976,191 1,382,766
Interest paid (140,227 ) (171,738 )
Interest element of hire purchase payments paid (76,692 ) (104,355 )
Government grants 273,659 8,436
Tax paid 34 118,834
Net cash from operating activities 1,032,965 1,233,943

Cash flows from investing activities
Purchase of tangible fixed assets (3,296,704 ) (1,633,450 )
Sale of tangible fixed assets 514,700 5,114,456
Pension Scheme impact on reserves 9,631 (54,000 )
Interest received - 8,757
Net cash from investing activities (2,772,373 ) 3,435,763

Cash flows from financing activities
New HP in year 2,672,632 -
Loan repayments in year (1,082,390 ) -
New loans in the year 250,000 3,000,000
Capital repayments in year (1,686,410 ) (1,558,163 )
Net cash from financing activities 153,832 1,441,837

(Decrease)/increase in cash and cash equivalents (1,585,576 ) 6,111,543
Cash and cash equivalents at beginning of
period

2

(1,559,303

)

(7,670,846

)

Cash and cash equivalents at end of period 2 (3,144,879 ) (1,559,303 )

KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)

NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
Period Period
31.1.21 2.2.20
to to
29.1.22 30.1.21
£    £   
Profit before taxation 15,330 400,845
Depreciation charges 902,744 1,372,653
Profit on disposal of fixed assets (215,514 ) (347,491 )
Government grants (273,659 ) (8,436 )
Finance costs 216,919 278,093
Finance income - (8,757 )
645,820 1,686,907
(Increase)/decrease in valuation (1,676,143 ) 645,377
Decrease in trade and other debtors 687,086 478,427
Increase/(decrease) in trade and other creditors 1,319,428 (1,427,945 )
Cash generated from operations 976,191 1,382,766

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Period ended 29 January 2022
29.1.22 31.1.21
£    £   
Cash and cash equivalents 38,701 499
Bank overdrafts (3,183,580 ) (1,559,802 )
(3,144,879 ) (1,559,303 )
Period ended 30 January 2021
30.1.21 2.2.20
£    £   
Cash and cash equivalents 499 688
Bank overdrafts (1,559,802 ) (7,671,534 )
(1,559,303 ) (7,670,846 )


KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)

NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

3. ANALYSIS OF CHANGES IN NET DEBT

At 31.1.21 Cash flow At 29.1.22
£    £    £   
Net cash
Cash at bank and in hand 499 38,202 38,701
Bank overdrafts (1,559,802 ) (1,623,778 ) (3,183,580 )
(1,559,303 ) (1,585,576 ) (3,144,879 )
Debt
Finance leases (2,324,664 ) (986,222 ) (3,310,886 )
Debts falling due within 1 year (792,760 ) 64,300 (728,460 )
Debts falling due after 1 year (1,632,590 ) 768,090 (864,500 )
(4,750,014 ) (153,832 ) (4,903,846 )
Total (6,309,317 ) (1,739,408 ) (8,048,725 )

KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

1. STATUTORY INFORMATION

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

2. ACCOUNTING POLICIES

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

Basis of consolidation
The consolidated financial statements present the results of the group and its own subsidiaries as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive income from the date on the which control is obtained. They are deconsolidated from the date control ceases.

Critical accounting judgements and key sources of estimation uncertainty
Some of the amounts included in the financial statements involve the use of judgement and/or estimation. These judgements and estimates are based on the director's prior experiences and using their best knowledge of the relevant facts and circumstances. Actual results may differ from the amounts included in the financial statements. Information about such judgements and estimations is included in the accounting policies and/or notes to the accounts. The key areas are summarised below;

Judgements in applying accounting policies
- The directors must judge whether all of the conditions required for the turnover to be recognised in profit and loss for the financial year, as set out in revenue note, have been met.

Sources of estimation uncertainty
- Depreciation and amortisation rates are based on estimates of the useful economic lives and residual values of the assets involved.

Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. 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 Group has transferred the significant risks and rewards of ownership to the buyer;
- the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the good sold;
- the amount of revenue can be measured reliably;
- it is probable that the Group will receive the consideration due under the transaction; and
- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Tangible fixed assets under the cost model, other than investment properties, 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.

Land is not depreciated. Depreciation is charged so as to allocate the cost of the assets less their residual value over their estimated useful economic lives, using the straight-line method.

Depreciation is provided on the following basis;

Freehold property - 2% - 10%
Plant and machinery - 5% - 33%

The assets' residual values, useful economic 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 disposal are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive income.

Stocks
Stocks and growing crops are valued in accordance with Guidance Notes On Agricultural Stock Valuations for Tax Purposes and are stated at the lower of cost and net realisable value. Cost includes materials, direct labour and production overheads appropriate to the relevant stage of production. Net realisable value is based on estimated selling price less all further costs to completion and all relevant marketing, selling and distribution costs.

Produce is valued on the basis of direct costs plus attributable overheads based on normal level of activity. Provision is made for any foreseeable losses where appropriate. No element of profit is included in the valuation of produce.

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

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not attacked rate, the financial asset or liability is measured, at market, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

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

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

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.


KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

2. ACCOUNTING POLICIES - continued
Taxation
Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

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

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

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

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

Foreign currency transactions
Functional and presentation currency
The company's functional and presentational currency is GBP.

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

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

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive income.

Hire purchase and leasing commitments
Assets held under hire purchase agreements are capitalised and disclosed under tangible fixed assets at their fair value. The capital elements of the future payments is treated as a liability and the interest is charged to the profit and loss account at a constant rate of charge on the balance of capital repayments outstanding.

KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

2. ACCOUNTING POLICIES - continued

Pensions
Defined contribution pension plan

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

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

Defined benefit pension plan

The Group operates a defined benefit plan for certain employees. A defined benefit plan defines the pension benefit that the employee will receive on retirement, usually dependent upon several factors including but not limited to age, length of service and remuneration.

The liability recognised in the Balance Sheet in respect of the defined benefit plan is the present value of the defined benefit obligation at the end of the balance sheet date less the fair value of plan assets at the balance sheet date out of which the obligations are to be settled.

The defined benefit obligation is calculated using the projected unit credit method. Annually the company engages independent actuaries to calculate the obligation. The present value is determined by discounting the estimated future payments using the market yields on high quality corporate bonds that are denominated in sterling and that have terms approximating to the estimated period of the future payments.

The fair value of plan assets is measured in accordance with the FRS 102 fair value hierarchy and in accordance with the Group's policy for similarly held assets. This includes the use of appropriate valuation techniques.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income. These amounts together with the return on plan assets, less amounts included in net interest, are disclosed as 'Remeasurement gain/(loss) on defined benefit pension scheme'.

The cost of the defined benefit plan, recognised in profit or loss as employee costs, except where included in the cost of an asset, comprises:
a) the increase in net pension benefit liability arising from employee service during the period; and
b) the cost of plan introductions, benefit changes, curtailments and settlements.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is recognised in profit or loss as a 'finance expense'.

Debtors and creditors
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.

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

Finance costs
Finance costs are charged to the Statement of Comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issues costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

2. ACCOUNTING POLICIES - continued

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the period until the date the rent is expected to be adjusted to the prevailing market rate.

Provisions for liabilities

Provisions are made where an event has taken place that gives the group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to the Statement of Comprehensive income in the year that the group becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

Period Period
31.1.21 2.2.20
to to
29.1.22 30.1.21
£    £   
United Kingdom 54,314,704 55,678,947
Europe 101,907 139,781
54,416,611 55,818,728

4. EMPLOYEES AND DIRECTORS
Period Period
31.1.21 2.2.20
to to
29.1.22 30.1.21
£    £   
Wages and salaries 3,908,372 3,825,875
Social security costs 406,697 402,775
Other pension costs 93,066 89,704
4,408,135 4,318,354

The average number of employees during the period was as follows:
Period Period
31.1.21 2.2.20
to to
29.1.22 30.1.21

Production staff 90 89
Administration staff 7 8
Sales staff 6 6
103 103

KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

4. EMPLOYEES AND DIRECTORS - continued

The average number of employees by undertakings that were proportionately consolidated during the period was NIL (2021 - NIL).

Period Period
31.1.21 2.2.20
to to
29.1.22 30.1.21
£    £   
Directors' remuneration 542,428 569,574

Information regarding the highest paid director is as follows:
Period Period
31.1.21 2.2.20
to to
29.1.22 30.1.21
£    £   
Emoluments etc 202,095 208,597

5. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

Period Period
31.1.21 2.2.20
to to
29.1.22 30.1.21
£    £   
Hire of plant and machinery 21,403 288,654
Other operating leases 1,983,919 1,826,134
Depreciation - owned assets 255,396 506,902
Depreciation - assets on hire purchase contracts 647,349 865,751
Profit on disposal of fixed assets (215,514 ) (347,491 )
Auditors' remuneration 26,950 26,400
Auditors' remuneration for non audit work 3,200 -
Foreign exchange differences (161,050 ) 66,425

6. EXCEPTIONAL ITEMS
Period Period
31.1.21 2.2.20
to to
29.1.22 30.1.21
£    £   
Exceptional items - 86,687

7. INTEREST PAYABLE AND SIMILAR EXPENSES
Period Period
31.1.21 2.2.20
to to
29.1.22 30.1.21
£    £   
Bank interest 137,227 171,738
Hire purchase 76,692 104,355
213,919 276,093

KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

8. TAXATION

Analysis of the tax credit
The tax credit on the profit for the period was as follows:
Period Period
31.1.21 2.2.20
to to
29.1.22 30.1.21
£    £   
Current tax:
UK corporation tax (34 ) -
Adjustments to prior years - (118,834 )

Tax on profit (34 ) (118,834 )

Reconciliation of total tax credit included in profit and loss
The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The difference is explained below:

Period Period
31.1.21 2.2.20
to to
29.1.22 30.1.21
£    £   
Profit before tax 15,330 400,845
Profit multiplied by the standard rate of corporation tax in the UK of 19 % (2021 -
19 %)

2,913

76,161

Effects of:
Expenses not deductible for tax purposes 7,154 -
Income not taxable for tax purposes (40,948 ) -
Capital allowances in excess of depreciation (378,346 ) -
Adjustments to tax charge in respect of previous periods (34 ) (118,835 )
Group Relief 92,888 -
Tax Losses c/f 316,339 -
Deferred tax not recognised - (76,160 )
Total tax credit (34 ) (118,834 )

Tax effects relating to effects of other comprehensive income

31.1.21 to 29.1.22
Gross Tax Net
£    £    £   
Remeasurement gain/(loss) on defined
benefit pension scheme 492,000 - 492,000
Movement on deferred tax relating to
defined benefit pension asset 60,630 - 60,630
552,630 - 552,630


KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

8. TAXATION - continued
2.2.20 to 30.1.21
Gross Tax Net
£    £    £   
Remeasurement gain/(loss) on defined
benefit pension scheme (31,000 ) - (31,000 )
Movement on deferred tax relating to
defined benefit pension asset 3,990 - 3,990
(27,010 ) - (27,010 )

9. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


10. TANGIBLE FIXED ASSETS

Group
Freehold Plant and
property machinery Totals
£    £    £   
COST OR VALUATION
At 31 January 2021 3,410,000 15,929,628 19,339,628
Additions - 3,296,704 3,296,704
Disposals - (1,644,796 ) (1,644,796 )
At 29 January 2022 3,410,000 17,581,536 20,991,536
DEPRECIATION
At 31 January 2021 9,964 10,364,521 10,374,485
Charge for period 6,483 896,262 902,745
Eliminated on disposal - (1,345,610 ) (1,345,610 )
At 29 January 2022 16,447 9,915,173 9,931,620
NET BOOK VALUE
At 29 January 2022 3,393,553 7,666,363 11,059,916
At 30 January 2021 3,400,036 5,565,107 8,965,143

Cost or valuation at 29 January 2022 is represented by:

Freehold Plant and
property machinery Totals
£    £    £   
Valuation in 2015 1,185,178 - 1,185,178
Cost 2,224,822 17,581,536 19,806,358
3,410,000 17,581,536 20,991,536

Freehold property at Wool Hall Farm, Wykeham, was revalued in December 2015 by Messrs Savills Land & Property Limited, Chartered Surveyors. The basis of the valuation used was open market value. The directors are of the view that the valuations remain unchanged.

The net book value of tangible fixed assets includes £ 4,887,150 (2021 - £ 2,804,243 ) in respect of assets held under hire purchase contracts.

KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

11. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 31 January 2021
and 29 January 2022 7,919,475
NET BOOK VALUE
At 29 January 2022 7,919,475
At 30 January 2021 7,919,475

The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiaries

Lincolnshire Field Products Limited
Registered office: United Kingdom
Nature of business: Farming and its allied trades
%
Class of shares: holding
Ordinary 100.00

LFP Vegetables Limited
Registered office: United Kingdom
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00


12. VALUATION

Group
2022 2021
£    £   
Raw materials 1,382,030 1,124,190
Work-in-progress 3,347,645 2,268,903
Finished goods 1,807,083 1,467,522
6,536,758 4,860,615

The difference between purchase price or production cost of stocks and their replacement cost is not material.

KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
2022 2021
£    £   
Trade debtors 8,256,645 9,064,524
Amounts owed by participating interests - 1,680
Other debtors - 118,964
VAT 716,564 693,423
Deferred tax asset 224,305 163,675
Prepayments and accrued income 884,874 727,208
10,082,388 10,769,474

Deferred tax asset
Group
2022 2021
£    £   
Deferred tax 224,305 163,675

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2022 2021 2022 2021
£    £    £    £   
Bank loans and overdrafts (see note 16) 3,912,040 2,352,562 - -
Hire purchase contracts (see note 17) 1,329,044 994,537 - -
Trade creditors 8,136,655 7,784,471 - -
Amounts owed to group undertakings - - 10,875,975 10,862,954
Amounts owed to participating interests 9,692,468 8,083,356 - -
Social security and other taxes 106,520 107,991 - -
Other creditors 40,935 688,437 - -
Accruals and deferred income 219,789 212,684 582 3,242
23,437,451 20,224,038 10,876,557 10,866,196

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
2022 2021
£    £   
Bank loans (see note 16) 864,500 1,632,590
Hire purchase contracts (see note 17) 1,981,842 1,330,127
2,846,342 2,962,717

KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

16. LOANS

An analysis of the maturity of loans is given below:

Group
2022 2021
£    £   
Amounts falling due within one year or on demand:
Bank overdrafts 3,183,580 1,559,802
Bank loans 728,460 792,760
3,912,040 2,352,562
Amounts falling due between one and two years:
Bank loans due in 1 to 2 years 246,000 662,640
Amounts falling due between two and five years:
Bank loans - 2-5 years 618,500 969,950

17. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
2022 2021
£    £   
Net obligations repayable:
Within one year 1,329,044 994,537
Between one and five years 1,981,842 1,330,127
3,310,886 2,324,664

Amounts due under finance lease and hire purchase are secured against the assets to which they relate.

Group
Non-cancellable operating leases
2022 2021
£    £   
Within one year 1,917,956 1,680,435
Between one and five years 1,073,135 1,018,874
2,991,091 2,699,309

KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

18. SECURED DEBTS

The following secured debts are included within creditors:

Group
2022 2021
£    £   
Bank overdrafts 3,183,580 1,559,802
Hire purchase contracts 3,310,886 2,324,664
6,494,466 3,884,466

Amounts due under finance lease and hire purchase are secured against the assets to which they relate.

The bank overdraft is secured by fixed and floating charges over all assets of the company. There is an umlimited multilateral guarantee given by FreshLinc Group, FreshLinc Limited, Keepstem Limited, Directlinc Limited and Lincolnshire Field Products Limited to HSBC Bank.

19. FINANCIAL INSTRUMENTS

Group Group Company Company
29 January 30 January 29 January 30 January
2022 2021 2022 2021
£    £    £    £   
Financial assets
Financial assets 9,912,875 9,912,875 - -

Financial liabilities
Financial liabilities (26,283,793 ) (23,078,766 ) (10,876,557 ) (10,866,196 )
Financial assets measured at amortised cost comprise trade debtors, amounts owed by the group, amounts owed by related party, other debtors and cash and cash equivalents.

Financial liabilities measured at amortised costs comprise bank loans and overdrafts, trade creditors, amounts owed to group, amounts owed to related party, obligations under finance lease and hire purchase, other creditors and accruals.

20. DEFERRED TAX

Group
£   
Balance at 31 January 2021 (163,675 )
Provided during period (60,630 )
Charged to other comprehensive
income
Balance at 29 January 2022 (224,305 )

The deferred tax asset is made up as follows:

2022 2021
£ £

Accelerated capital allowances (128,074) (128,074)
Other timing differences 82,310 21,680
Losses and other deductions 270,069 270,069
224,305 163,675

KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

21. CALLED UP SHARE CAPITAL


Allotted, issued and fully paid:
Number: Class: Nominal 2022 2021
value: £    £   
10,000 A ordinary £1 10,000 10,000

22. RESERVES

Group
Retained Share Revaluation
earnings premium reserve
£    £    £   

At 31 January 2021 (2,679,684 ) 304,229 2,010,538
Profit for the period 15,364
Adjustments to STRGL 552,630 - -
At 29 January 2022 (2,111,690 ) 304,229 2,010,538

Group
Capital
redemption Merger
reserve reserve Totals
£    £    £   

At 31 January 2021 1,005,170 605,723 1,245,976
Profit for the period 15,364
Adjustments to STRGL - - 552,630
At 29 January 2022 1,005,170 605,723 1,813,970

Company
Capital
Retained Share redemption Merger
earnings premium reserve reserve Totals
£    £    £    £    £   

At 31 January 2021 (4,871,843 ) 304,229 1,005,170 605,723 (2,956,721 )
Deficit for the period (10,361 ) (10,361 )
At 29 January 2022 (4,882,204 ) 304,229 1,005,170 605,723 (2,967,082 )

Share premium account

The amount above the nominal value received for shares.

Revaluation reserve

The reserve is accumulated gains on revalued property.

Capital redemption reserve

This reserve records the nominal value of shares repurchased by the company.

KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

23. EMPLOYEE BENEFIT OBLIGATIONS

Defined contribution pension scheme

The Group operates a defined contribution pension scheme for the benefit of the employees and directors. The assets of the schemes are administered by trustees in funds independent from those of the group.

Defined benefit pension scheme

The Group operates a defined benefit scheme for the benefit of the employees and one director, however this scheme was closed to future accrual on 31 August 2010. On 1 September 2010 the Group established a new group personal pension plan for the benefit of the employees and one director.

The assets of the defined benefit scheme are administered by trustees in funds independent from those of the Group.

The costs and liabilities of the scheme are based on actuarial valuations. The most recent actuarial valuation was carried out at 30 June 2020, this was updated to 29 January 2022 by a qualified independent actuary.

Pension costs are assessed in accordance with the advice of a qualified actuary using the Minimum Funding Requirement method.

The amounts recognised in the balance sheet are as follows:

Defined benefit
pension plans
2022 2021
£    £   
Present value of funded obligations (2,311,000 ) (2,630,000 )
Fair value of plan assets 2,701,000 2,477,000
390,000 (153,000 )
Present value of unfunded obligations - -
Surplus/(Deficit) 390,000 (153,000 )
Net asset/(liability) 390,000 (153,000 )

The amounts recognised in profit or loss are as follows:

Defined benefit
pension plans
2022 2021
£    £   
Current service cost - -
Net interest from net defined benefit
asset/liability

3,000

2,000
Past service cost - -
3,000 2,000

Actual return on plan assets 43,000 45,000

KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

23. EMPLOYEE BENEFIT OBLIGATIONS - continued

Changes in the present value of the defined benefit obligation are as follows:

Defined benefit
pension plans
2022 2021
£    £   
Opening defined benefit obligation 2,630,000 2,589,000
Interest cost 46,000 47,000
Benefits paid (37,000 ) (60,000 )
Actuarial (gains)/losses from changes in financial
assumptions

(328,000

)

54,000
2,311,000 2,630,000

Changes in the fair value of scheme assets are as follows:

Defined benefit
pension plans
2022 2021
£    £   
Opening fair value of scheme assets 2,477,000 2,415,000
Contributions by employer 54,000 54,000
Expected return 43,000 45,000
Benefits paid (37,000 ) (60,000 )
Return on plan assets (excluding interest income) 164,000 23,000
2,701,000 2,477,000

The amounts recognised in other comprehensive income are as follows:

Defined benefit
pension plans
2022 2021
£    £   
Actuarial (gains)/losses from changes in financial
assumptions

328,000

(54,000

)
Return on plan assets (excluding interest income) 164,000 23,000
492,000 (31,000 )

The major categories of scheme assets as amounts of total scheme assets are as follows:

Defined benefit
pension plans
2022 2021
£    £   
Equities 1,778,000 1,562,000
Bonds 560,000 588,000
Cash/other 226,000 194,000
Real Return 137,000 133,000
2,701,000 2,477,000

Principal actuarial assumptions at the balance sheet date (expressed as weighted averages):

2022 2021
Discount rate 2.40% 1.75%

KEEPSTEM LIMITED (REGISTERED NUMBER: 03466000)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

23. EMPLOYEE BENEFIT OBLIGATIONS - continued

The Group expects to contribute £51,000 to its defined benefit pension scheme in 2022.

24. ULTIMATE PARENT COMPANY

The Board of Directors are considered to be the company's ultimate controlling related party by virtue of their directorships and shareholdings.

25. CONTINGENT LIABILITIES

On 28 November 1997 the company granted an unlimited cross guarantee over bank borrowings of its holding company, Keepstem Limited, secured by a mortgage debenture over the assets of the company. At 29 January 2022, the borrowings of Keepstem Limited amounted to £nil (2021 - £nil).

There is an unlimited multilateral guarantee given by FreshLinc Group Limited, FreshLinc Limited, Keepstem Limited, DirectLinc Limited and Lincolnshire Field Products Limited to HSBC Bank.

26. RELATED PARTY DISCLOSURES

Group

During the year the group charged LFP Investments Limited a total of £6,000 (2021 - £9,497) in relation to management services. LFP Investments Limited is private limited company wholly owned by the directors of this group. The amount owed to LFP Investments Limited by the group at the year end was £nil (2021 - £nil).

Company

As the parent company of the Keepstem group, the company is exempt from the requirements of FRS 102 to disclose transactions with other members of the group on the grounds that consolidated accounts are publicly available from Companies House.

27. ULTIMATE CONTROLLING PARTY

The ultimate parent undertaking of this company is Fidelis Holdings Limited.

Fidelis Holdings Limited is the company's controlling related party by virtue of its 100% shareholding in Keepstem Limited. The Board of Directors of Fidelis Holdings Limited are considered to be the company's ultimate controlling related party by virtue of of their directorships of and shareholdings in Fidelis Holdings Limited, the ultimate parent undertaking.